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): July 13, 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 1.01. Entry into a Material Definitive Agreement.
On July 13, 2005, the Company entered into new employment agreements
with each of Ian M. Cumming and Joseph S. Steinberg, Chairman of the Board and
President, respectively, of the Company. These employment agreements are for the
period from July 1, 2005, to June 30, 2015.
The new employment agreements, provide for Mr. Cumming's employment
as the Company Chairman of the Board and Chief Executive Officer and for Mr.
Steinberg's employment as the Company President through June 30, 2015 at annual
salaries of $639,965 (the level of their current salary), subject to annual
cost-of-living adjustments, plus any additional compensation as may be voted by
the Board of Directors. Messrs. Cumming and Steinberg are entitled to
participate in all of the Company incentive plans and those of the Company's
other subsidiary and affiliated companies. The agreements also entitle each of
Messrs. Cumming and Steinberg to personal use of company-owned aircraft provided
that the incremental cost thereof to the Company does not exceed $1.5 million in
any year. If the Securities and Exchange Commission modifies its reporting rules
in a manner that would cause the Company to report that the cost to the Company
exceeded $1.5 million in any year, Messrs. Cumming and Steinberg have agreed to
negotiate a potential modification of the benefit described in the foregoing
sentence. The agreements also provides that the Company carry at its expense
term life insurance policies on their lives in the amount of $1,000,000 each,
payable to the beneficiaries as each of Messrs. Cumming and Steinberg shall
designate. Under the agreements, if (1) there is a change in control of the
company and (A) either the employment of Messrs. Cumming or Steinberg is
terminated by the Company without cause; or (B) Messrs. Cumming or Steinberg
terminates his employment within one year of certain occurrences, such as the
appointment or election of another person to his office, the aggregate
compensation and other benefits to be received by Mr. Cumming or Mr. Steinberg
for any twelve full calendar months falling below 115% of the amount received by
him during the comparable preceding twelve month period, or a change in the
location of his principal place of employment, Messrs. Cumming or Steinberg will
receive a severance allowance equal to the remainder of the aggregate annual
salary, as adjusted for increases in the cost of living, that he would have
received under his employment agreement. In addition, the Company or its
successors will continue to carry the life insurance payable to the
beneficiaries of Messrs. Cumming and Steinberg through the scheduled termination
of the employment agreement.
Copies of the new employment agreements are filed herewith as
Exhibits 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Employment Agreement, dated as of June 30, 2005, between
Leucadia National Corporation and Ian M. Cumming.
99.2 Employment Agreement, dated as of June 30, 2005, between
Leucadia National Corporation and Joseph S. Steinberg.
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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: July 14, 2005
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
-----------------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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