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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 10)
MK Resources Company
(formerly MK Gold Company)
(Name of Issuer)
Common Stock, $0.01 par value 55305P 10 0
(Title of class of securities) (CUSIP number)
Andrea A. Bernstein, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
(Name, address and telephone number of person authorized
to receive notices and communications)
May 2, 2005
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
(Continued on following pages)
(Page 1 of 6 pages)
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CUSP No. 527288 5 10 4 13D
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1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: 27,212,735*
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 27,212,735*
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 27,212,735*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
See Item 5.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.1%*
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14 TYPE OF REPORTING PERSON: CO
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* Does not include shares issuable upon conversion of the Company's
outstanding debt to Leucadia under the credit agreement between the
parties.
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Item 1. Security and Issuer.
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This Statement constitutes Amendment No. 10 to the Statement on
Schedule 13D, as previously amended (the "Schedule 13D"), filed with the
Securities and Exchange Commission, by Leucadia National Corporation
("Leucadia") with respect to the shares of common stock, par value $0.01 per
share (the "Common Stock"), of MK Resources Company (formerly MK Gold Company)
("MK Resources"). Unless otherwise indicated, all capitalized terms used herein
shall have the meaning ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
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On May 3, 2005, Leucadia and MK Resources announced that they had
entered into a Share Purchase Agreement, dated May 2, 2005 (the "Share Purchase
Agreement"), with Inmet Mining Corporation ("Inmet") to sell to Inmet 70% of MK
Resources' Las Cruces copper mining project in southern Spain (the "Las Cruces
Project"). Under the Share Purchase Agreement, Inmet will issue 5,600,000 Inmet
common shares to MK Resources in exchange for the 70% interest in the Las Cruces
Project (the "Inmet Transaction"), and enter into a registration rights
agreement with respect to such Inmet common shares (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, Leucadia and MK Resources
will agree not to transfer the Inmet common shares issued in the Inmet
Transaction (other than to their affiliates) until the earlier of the fourth
anniversary of the consummation of the Inmet Transaction and such time as the
completion tests to be specified under the project financing described below
have been achieved. After the consummation of the Merger described below and the
Inmet Transaction, Leucadia will retain a 30% indirect interest in the Las
Cruces Project.
Pursuant to the Share Purchase Agreement, Leucadia and Inmet have
committed to provide financing to the Las Cruces Project currently estimated to
be approximately $159,000,000, of which the Company's share will be
approximately $50,000,000 ($32,300,000 of which has already been loaned).
Leucadia has also agreed to provide certain guarantees for 30% of the third
party project financing to be obtained for the Las Cruces Project until such
time as the completion tests to be specified under the project financing have
been achieved.
To facilitate the Inmet Transaction, Leucadia, Marigold Acquisition
Corp., a wholly owned subsidiary of Leucadia, and MK Resources have entered into
an Agreement and Plan of Merger, dated as of May 2, 2005 (the "Merger
Agreement"), pursuant to which Leucadia will acquire the remaining 27.9% of the
outstanding shares of Common Stock that Leucadia does not already own (the
"Merger"). Under the terms of the Merger, MK Resources stockholders will receive
0.0317 of a Leucadia common share for each share of Common Stock they own. In
the transaction, Leucadia would issue to MK Resources stockholders an aggregate
of approximately 333,500 Leucadia common shares.
The Merger and the Inmet Transaction were approved by the independent
directors of MK Resources, who were advised by Raymond James Ltd. Upon the
recommendation of the independent directors, the Merger and the Inmet
Transaction were unanimously approved by the Board of Directors of MK Resources.
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Consummation of the Inmet Transaction is subject to the satisfaction
of certain conditions, including the completion of the Merger, receipt of
required consents, if any, and receipt of a third party project financing
commitment of not less than $255 million and a 66 million Euro bridge facility.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the transaction by MK Resources' stockholders,
effectiveness of a registration statement with respect to the Leucadia common
shares to be issued in the Merger, and satisfaction of the closing conditions to
the Share Purchase Agreement.
Leucadia has agreed with Inmet to vote all of the shares of Common
Stock it owns in favor of the Merger pursuant to a Voting Agreement, dated as of
May 2, 2005 (the "Voting Agreement"). Leucadia's vote will be sufficient to
approve the Merger. The Voting Agreement will terminate in the event the Share
Purchase Agreement is terminated.
The Share Purchase Agreement includes a commitment by Leucadia and MK
Resources not to solicit an alternative transaction to the Inmet Transaction.
Should MK Resources receive an unsolicited alternative transaction proposal, its
Board of Directors may consider that alternative transaction and, if such
alternative transaction proposal is determined to be superior to the Merger, MK
Resources may terminate the Inmet Transaction. If the Inmet Transaction is not
completed in these circumstances, then Inmet shall receive a compensation fee
equal to the greater of $3 million or 75% of the excess value that Leucadia will
receive on closing of the alternative transaction proposal, provided that such
closing occurs within 12 months of the termination of the Inmet Transaction.
A copy of the press release is filed herewith as Exhibit 1 and is
incorporated herein by reference. Copies of the Share Purchase Agreement, the
Merger Agreement and the Voting Agreement are filed herewith as Exhibits 2, 3
and 4, respectively, and are incorporated herein by reference.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a proxy statement/prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Any offer will only be made through a proxy statement/prospectus,
which would form part of a registration statement to be filed with the
Securities and Exchange Commission (the "SEC"). MK Resources shareholders are
urged to review carefully the registration statement and the proxy
statement/prospectus included therein, and other documents relating to the
proposed Merger that will be filed with the SEC when they become available
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because these documents will contain important information relating to the
merger. You may obtain a free copy of these documents after they have been filed
with the SEC, and other documents filed by Leucadia with the SEC, at the SEC's
Web site at www.sec.gov. Once the registration statement, as well as any other
documents incorporated by reference therein have been filed with the SEC, you
will also be able to inspect and copy these documents at the public reference
room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU
SHOULD CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
BEFORE MAKING A DECISION CONCERNING THE PROPOSED MERGER.
Leucadia, MK Resources and their directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from stockholders of MK Resources in respect of the
proposed Merger. Information regarding Leucadia's directors and executive
officers is available in Leucadia's proxy statement for its 2005 annual meeting
of stockholders, dated April 22, 2005, and information regarding MK Resources'
directors and executive officers is available in MK Resources' Form 10-K/A for
the fiscal year ended December 31, 2004, dated April 28, 2005. Additional
information regarding the interests of such potential participants will be
included in the registration and proxy statement/prospectus and the other
relevant documents filed with the SEC when they become available.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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The information set forth under Item 4 and the agreements filed
herewith as Exhibits 2, 3 and 4 are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
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1. Press release of Leucadia National Corporation and MK Resources
Company, dated May 3, 2005 (filed as Exhibit 99.1 to Leucadia's Current Report
on Form 8-K, filed May 3, 2005, and incorporated herein by reference).
2. Share Purchase Agreement, dated May 2, 2005, between Inmet Mining
Corporation, Leucadia National Corporation, MK Resources Company.
3. Agreement and Plan of Merger, dated as of May 2, 2005, among
Leucadia National Corporation, Marigold Acquisition Corp. and MK Resources
Company.
4. Voting Agreement, dated as of May 2, 2005, between Leucadia
National Corporation and Inmet Mining Corporation.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: May 4, 2005
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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