UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 22, 2005
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
(Commission File Number) (IRS Employer Identification No.)
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10010
(Address of Principal Executive Offices) (Zip Code)
212-460-1900
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
Explanatory Note: Leucadia National Corporation ("Leucadia") does not
believe that the acquisition reported below is an acquisition of a significant
amount of assets. The determination of significance for purposes of this Item
2.01 requires a comparison of the acquired company's most recent annual
financial statements and Leucadia's most recent annual financial statements with
respect to three criteria. The acquisition is not significant with respect to
the investment and asset criteria. However, Leucadia is currently unable to
perform an analysis with respect to the third criteria, income of the acquired
company, because such information is not available. Although Leucadia's audited
financial statements for the year ended December 31, 2004 are available, the
acquired company, which filed for chapter 11 protection in January 2004 and
whose plan of reorganization became effective on April 22, 2005, has not issued
annual financial statements since 2002. The acquired company is in the process
of preparing annual financial statements for the years ended December 31, 2003
and 2004. Until those financial statements are finalized, Leucadia will not be
able to perform an analysis with respect to the acquired company's income and to
make a definitive determination as to the significance of the acquisition.
Therefore, Leucadia is making this disclosure to comply with the requirements of
Form 8-K. If it is determined that the acquisition is an acquisition required to
be reported under Item 2.01 of Form 8-K, Leucadia will file the required
financial information no later than July 8, 2005; however, if it is determined
that the acquisition is not required to be reported under Item 2.01, Leucadia
will amend this Form 8-K to so state and will not file the financial
information.
On April 22, 2005, a subsidiary of Leucadia acquired an aggregate of
850,000 shares (94.4%) of common stock, $0.01 par value per share (the "Shares")
of ATX Communications, Inc., a Delaware corporation ("ATX") pursuant to the
terms of the Debtors' Modified Second Amended Joint Plan of Reorganization Under
Chapter 11 Of The Bankruptcy Code, Dated As Of April 13, 2005 (the "Plan") filed
with the United States Bankruptcy Court for the Southern District of New York.
ATX is an integrated communications provider that offers communications services
to business and residential customers in targeted markets throughout the
Mid-Atlantic and Midwest regions of the United States.
The Shares were issued to a subsidiary of Leucadia in accordance with
the Plan in satisfaction of certain claims which Leucadia acquired in December
2003 for a purchase price of $25 million (the "Claims"). Leucadia used its
working capital to purchase the Claims. Pursuant to the Plan, ATX has also
issued a new senior note in the amount of $55 million to Leucadia.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment by July 8, 2005.
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(b) Pro Forma Financial Information.
To be filed by amendment by July 8, 2005.
(c) Exhibits.
99.1 Debtors' Modified Second Amended Joint Plan of Reorganization Under
Chapter 11 Of The Bankruptcy Code, Dated As Of April 13, 2005,
incorporated herein by reference to Exhibit 2.1 to ATX
Communications, Inc.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 20, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 28, 2005
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
-----------------------------------
Name: Joseph A. Orlando
Title: Vice President and
Chief Financial Officer
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