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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
Amendment No. 1
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___________ to
___________
Commission file number: 1-5721
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-2615557
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
COMMON SHARES, PAR VALUE $1 PER SHARE NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE, INC.
7-3/4% SENIOR NOTES DUE AUGUST 15, 2013 NEW YORK STOCK EXCHANGE
8-1/4% SENIOR SUBORDINATED NOTES DUE NEW YORK STOCK EXCHANGE
JUNE 15, 2005
7-7/8% SENIOR SUBORDINATED NOTES DUE NEW YORK STOCK EXCHANGE
OCTOBER 15, 2006
Securities registered pursuant to Section 12(g) of the Act:
NONE.
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [x] No [_]
Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at June 30, 2002 (computed by reference to the
last reported closing sale price of the Common Shares on the New York Stock
Exchange on such date): $1,114,008,000.
On March 25, 2003, the registrant had outstanding 59,617,292 Common Shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 in connection with the
2003 annual meeting of shareholders of the registrant are incorporated by
reference into Part III of this Report.
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NY2:\1304931\02\ryw302!.DOC\76830.0001
EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in its entirety Item 15 of the
Annual Report on Form 10-K of Leucadia National Corporation (the "Company") for
the fiscal upon ended December 31, 2002:
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-------- -----------------------------------------------------------------
(a)(1)(2) Financial Statements and Schedules.
Report of Independent Accountants........................................................................ F-1
Financial Statements:
Consolidated Balance Sheets at December 31, 2002 and 2001............................................. F-2
Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and
2000 .............................................................................................. F-3
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and
2000 .............................................................................................. F-4
Consolidated Statements of Changes in Shareholders' Equity for the years ended
December 31, 2002, 2001 and 2000................................................................... F-6
Notes to Consolidated Financial Statements............................................................ F-7
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts....................................................... F-36
(3) Executive Compensation Plans and Arrangements.
---------------------------------------------
1999 Stock Option Plan (filed as Annex A to the Company's
Proxy Statement dated April 9, 1999 (the "1999 Proxy
Statement")).
Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and
Joseph S. Steinberg (filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the "1997 10-K")).
Leucadia National Corporation Senior Executive Annual
Incentive Bonus Plan (filed as Annex D to the Company's
Proxy Statement dated October 3, 1997 (the "1997 Proxy
Statement")).
Employment Agreement made as of December 28, 1993 by and
between the Company and Ian M. Cumming (filed as Exhibit
10.17 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (the "1993 10-K")).
Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (the "2001 10-K")).
Employment Agreement made as of December 28, 1993 by and
between the Company and Joseph S. Steinberg (filed as
Exhibit 10.18 to the 1993 10-K).
Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.21 to
the 2001 10-K).
2
Deferred Compensation Agreement between the Company and
Joseph S. Steinberg dated December 8, 1998 (filed as Exhibit
10.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (the "1998 10-K")).
Deferred Compensation Agreement between the Company and
Joseph S. Steinberg dated as of December 30, 1999 (filed as
Exhibit 10.16 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999 (the "1999
10-K")).
Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of January 10, 2000 (filed as Exhibit
10.17 to the 1999 10-K).
Deferred Compensation Agreement between the Company and
Thomas E. Mara dated as of January 10, 2000 (filed as
Exhibit 10.17 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 (the "2000
10-K")).
Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 29, 2000 (filed as Exhibit
10.18 to the 2000 10-K).
Leucadia National Corporation Senior Executive Warrant Plan
(filed as Annex B to the 1999 Proxy Statement).
Deferred Compensation Agreement between the Company and
Thomas E. Mara dated as of December 20, 2001 (filed as
Exhibit 10.28 to the 2001 10-K).
Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 27, 2001 (filed as Exhibit
10.29 to the 2001 10-K).
Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 16, 2002 (filed as Exhibit
10.42 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002).
(b) Reports on Form 8-K.
-------------------
The Company filed current reports on Form 8-K dated October 15, 2002,
October 16, 2002 and December 24, 2002 which set forth information under
Item 5. Other Events and Item 7. Financial Statements and Exhibits.
The Company filed current reports on Form 8-K dated November 27, 2002
which set forth information under Item 2. Acquisition or Disposition of
Assets, Item 5. Other Events and Item 7. Financial Statements and
Exhibits.
(c) Exhibits.
--------
3.1 Restated Certificate of Incorporation (filed as Exhibit 5.1
to the Company's Current Report on Form 8-K dated July 14,
1993). *
3.2 Certificate of Amendment of the Certificate of Incorporation
dated as of December 23, 2002.
3.3 Amended and Restated By-laws as amended through February 23,
1999 (filed as Exhibit 3.2 to the 1998 10-K).*
----------------------------
* Incorporated by reference.
3
4.1 The Company undertakes to furnish the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith.
10.1 1999 Stock Option Plan (filed as Annex A to the 1999 Proxy
Statement).*
10.2 Articles and Agreement of General Partnership, effective as
of April 15, 1985, of Jordan/Zalaznick Capital Company
(filed as Exhibit 10.20 to the Company's Registration
Statement No. 33-00606).*
10.3 Operating Agreement of The Jordan Company LLC, dated as of
July 23, 1998 (filed as Exhibit 10.3 to the 1998 10-K).*
10.4 Leucadia National Corporation Senior Executive Warrant Plan
(filed as Annex B to the 1999 Proxy Statement).*
10.5 Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and
Joseph S. Steinberg (filed as Exhibit 10.4 to the 1997
10-K).*
10.6 Deferred Compensation Agreement between the Company and
Joseph S. Steinberg dated December 8, 1998 (filed as Exhibit
10.6 to the 1998 10-K).*
10.7 Form of Amended and Restated Revolving Credit Agreement
dated as of June 27, 2000 between the Company, Fleet
National Bank as Administrative Agent, The Chase Manhattan
Bank, as Syndication Agent, and the Banks signatory thereto,
with Fleet Boston Robertson Stephens, Inc., as Arranger
(filed as Exhibit 10.9 to the 2000 10-K).*
10.8 Form of First Amendment, dated as of August 10, 2001, to
Amended and Restated Revolving Credit Agreement dated as of
June 27, 2000 between the Company, Fleet National Bank as
Administrative Agent, The Chase Manhattan Bank, as
Syndication Agent, and the Banks signatory thereto, with
Fleet Boston Robertson Stephens, Inc., as Arranger (filed as
Exhibit 10.8 to the Company's 2001 10-K).*
10.9 Purchase Agreement among Conseco, Inc., the Company, Charter
National Life Insurance Company, Colonial Penn Group, Inc.,
Colonial Penn Holdings, Inc., Leucadia Financial
Corporation, Intramerica Life Insurance Company, Colonial
Penn Franklin Insurance Company and Colonial Penn Insurance
Company dated as of April 30, 1997 (filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997).*
10.10 Purchase Agreement among General Electric Capital
Corporation, the Company, Charter National Life Insurance
Company, Colonial Penn Group Inc. and Colonial Penn
Holdings, Inc. dated as of June 30, 1997 (filed as Annex A
to the 1997 Proxy Statement).*
10.11 Purchase Agreement by and among Allstate Life Insurance
Company, Allstate Life Insurance Company of New York,
Charter National Life Insurance Company, Intramerica Life
Insurance Company and the Company, dated February 11, 1998
(filed as Exhibit 10.16 to the 1997 10-K).*
10.12 Leucadia National Corporation Senior Executive Annual
Incentive Bonus Plan (filed as Annex D to the 1997 Proxy
Statement).*
----------------------------
* Incorporated by reference.
4
10.13 Stock Purchase Agreement by and between the Company and
Allstate Life Insurance Company dated as of December 18,
1998 (filed as Exhibit 10.14 to the 1998 10-K).*
10.14 Deferred Compensation Agreement between the Company and
Joseph S. Steinberg dated as of December 30, 1999 (filed as
Exhibit 10.16 to the Company's 1999 10-K).*
10.15 Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of January 10, 2000 (filed as Exhibit
10.17 to the 1999 10-K).*
10.16 Deferred Compensation Agreement between the Company and
Thomas E. Mara dated as of January 10, 2000 (filed as
Exhibit 10.17 to the 2000 10-K).*
10.17 Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 29, 2000 (filed as Exhibit
10.18 to the 2000 10-K).*
10.18 Employment Agreement made as of December 28, 1993 by and
between the Company and Ian M. Cumming (filed as Exhibit
10.17 to the Company's 1993 Form 10-K).*
10.19 Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.19 to the
2001 10-K).*
10.20 Employment Agreement made as of December 28, 1993 by and
between the Company and Joseph S. Steinberg (filed as
Exhibit 10.18 to the 1993 10-K).*
10.21 Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.21 to
the 2001 10-K).*
10.22 Commitment Letter dated February 26, 2001 among the Company,
Berkshire Hathaway Inc., Berkadia LLC, The FINOVA Group Inc.
and FINOVA Capital Corporation (filed as Exhibit 10.19 to
the 2000 10-K).*
10.23 Management Services Agreement dated as of February 26, 2001
among The FINOVA Group Inc., the Company and Leucadia
International Corporation (filed as Exhibit 10.20 to the
2000 10-K).*
10.24 Leucadia National Corporation Guaranty to Fleet Securities,
Inc., as administrative agent, and the lenders from time to
time party to the Fleet Facility, dated as of August 21,
2001 (filed as Exhibit 4 to the Schedule 13D filed with the
SEC on August 28, 2001 in respect of Company Common Stock by
Berkshire Hathaway Inc. et al. (the "Berkshire Schedule
13D")).*
10.25 Berkadia Management LLC Operating Agreement, dated August
21, 2001, by and between BH Finance LLC and WMAC Investment
Corporation (filed as Exhibit 8 to the Berkshire Schedule
13D).*
10.26 Voting Agreement, dated August 21, 2001, by and among
Berkadia LLC, Berkshire Hathaway Inc., the Company and The
FINOVA Group Inc. (filed as Exhibit 10.J to the Company's
Current Report on Form 8-K dated August 27, 2001).*
----------------------------
* Incorporated by reference.
5
10.27 First Amended and Restated Berkadia LLC Operating Agreement,
dated August 21, 2001, by and among BHF Berkadia Member
Inc., WMAC Investment Corporation and Berkadia Management
LLC (filed as Exhibit 11 to the Berkshire Schedule 13D).*
10.28 Deferred Compensation Agreement between the Company and
Thomas E. Mara dated as of December 20, 2001 (filed as
Exhibit 10.28 to the 2001 10-K).*
10.29 Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 27, 2001 (filed as Exhibit
10.29 to the 2001 10-K).*
10.30 Settlement Agreement dated as of July 26, 2002, by and among
The Williams Companies Inc. ("TWC"), Williams Communications
Group, Inc. ("WCG"), CG Austria, Inc., the official
committee of unsecured creditors and the Company (filed as
Exhibit 99.2 to the Current Report on Form 8-K of WCG dated
July 31, 2002 (the "WCG July 31, 2002 8-K")).*
10.31 Investment Agreement, dated as of July 26, 2002, by and
among the Company, WCG and, for purposes of Section 7.4
only, Williams Communications, LLC ("WCL") (filed as Exhibit
99.4 to the WCG July 31, 2002 8-K). *
10.32 First Amendment, made as of September 30, 2002, to the
Investment Agreement, dated as of July 26, 2002, by and
among the Company, WCG and WCL (filed as Exhibit 99.4 to the
Current Report on Form 8-K of WCG dated October 24, 2002
(the "WilTel October 24, 2002 8-K")). *
10.33 Second Amendment, made as of October 15, 2002, to the
Investment Agreement, dated as of July 26, 2002, as amended
on September 30, 2002, by and among the Company, WCG and WCL
(filed as Exhibit 99.5 to the WilTel October 24, 2002 8-K).
*
10.34 Purchase and Sale Agreement, dated as of July 26, 2002, by
and between TWC and the Company (filed as Exhibit 99.5 to
the Company's Current Report on Form 8-K dated July 31,
2002).*
10.35 Amendment, made as of October 15, 2002, to the Purchase and
Sale Agreement, dated as of July 26, 2002, by and among the
Company and TWC (filed as Exhibit 99.2 to the WilTel October
24, 2002 8-K). * 10.36 Escrow Agreement, dated as of October
15, 2002, among the Company, TWC, WilTel and The Bank of New
York, as Escrow Agent (filed as Exhibit 99.3 to the WilTel
October 24, 2002 8-K). *
10.37 Share Purchase Agreement, dated April 17, 2002 between LUK
Fidei L.L.C. and Hampton Trust PLC (previously filed).
10.38 Reiterative Share Purchase Agreement, dated June 4, 2002,
among Savits AB Private, Hampton Trust Holding (Europe) SA,
John C. Jones and Herald Century Consolidated SA (previously
filed).
10.39 Stock Purchase Agreement, dated as of October 21, 2002,
between HomeFed Corporation ("HomeFed") and the Company
(filed as Exhibit 10.1 to the Current Report on Form 8-K of
HomeFed dated October 22, 2002). *
----------------------------
* Incorporated by reference.
6
10.40 Second Amended and Restated Berkadia LLC Operating
Agreement, dated December 2, 2002, by and among BH Finance
LLC and WMAC Investment Corporation (previously filed).
10.41 Subscription Agreement made and entered into as of December
23, 2002 by and among the Company and each of the entities
named in Schedule I thereto (previously filed).
10.42 Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of December 26, 2002 (previously filed).
21 Subsidiaries of the registrant (previously filed).
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
incorporation by reference into the Company's Registration
Statement on Form S-8 (File No. 2-84303), Form S-8 and S-3
(File No. 33-6054), Form S-8 and S-3 (File No. 33-26434),
Form S-8 and S-3 (File No. 33-30277), Form S-8 (File No.
33-61682), Form S-8 (File No. 33-61718), Form S-8 (File No.
333-51494) and Form S-4 (File No. 333-86018) (previously
filed).
23.2 Independent Auditors' Consent from PricewaterhouseCoopers,
with respect to the inclusion in this Annual Report on Form
10-K the financial statements of Olympus Re Holdings, Ltd.
and with respect to the incorporation by reference in the
Company's Registration Statements on Form S-8 (No. 2-84303),
Form S-8 and S-3 (No. 33-6054), Form S-8 and S-3 (No.
33-26434), Form S-8 and S-3 (No. 33-30277), Form S-8 (No.
33-61682), Form S-8 (No. 33-61718), Form S-8 (No. 333-51494)
and Form S-4 (No. 333-86018) (previously filed).
23.3 Consent of independent auditors from Ernst & Young LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of Berkadia LLC and with respect
to the incorporation by reference in the Company's
Registration Statements on Form S-8 (No. 2-84303), Form S-8
and S-3 (No. 33-6054), Form S-8 and S-3 (No. 33-26434), Form
S-8 and S-3 (No. 33-30277), Form S-8 (No. 33-61682), Form
S-8 (No. 33-61718), Form S-8 (No. 333-51494) and Form S-4
(No. 333-86018) (previously filed).
23.4 Consent of independent auditors from Ernst & Young LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of The FINOVA Group Inc. and
with respect to the incorporation by reference in the
Company's Registration Statements on Form S-8 (No. 2-84303),
Form S-8 and S-3 (No. 33-6054), Form S-8 and S-3 (No.
33-26434), Form S-8 and S-3 (No. 33-30277), Form S-8 (No.
33-61682), Form S-8 (No. 33-61718), Form S-8 (No. 333-51494)
and Form S-4 (No. 333-86018) (filed herewith).
31.1 Certification of Chairman of the Board and Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of President pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.3 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chairman of the Board and Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of President pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
----------------------------
* Incorporated by reference.
7
32.3 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(d) Financial statement schedules.
-----------------------------
(1) Berkadia LLC financial statements as of December 31,
2002 and 2001 and for the year ended December 31, 2002
and for the period from inception, February 26, 2001,
to December 31, 2001 (previously filed).
(2) Olympus Re Holdings, Ltd. combined financial
statements as of December 31, 2002 and 2001 and for
the year ended December 31, 2002 and for the period
from date of incorporation, December 3, 2001 to
December 31, 2001 (previously filed).
(3) The FINOVA Group Inc. and subsidiaries consolidated
financial statements as of December 31, 2002 and 2001
and for the years ended December 31, 2002, 2001 and
2000 (filed with The FINOVA Group Inc.'s Annual Report
on Form 10-K for the fiscal year ended December 31,
2002). *
----------------------------
* Incorporated by reference.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
August 19, 2003 By: /s/ Barbara L. Lowenthal
----------------------------------
Barbara L. Lowenthal
Vice President and Comptroller
9