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): September 2, 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))
Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2005, the registrant's subsidiary, WilTel
Communications Group, LLC and certain of its subsidiaries ("WilTel") entered
into the First Amendment (the "Amendment") to the Third Amended and Restated
Credit Agreement and Guaranty Agreement among WilTel, the Lenders party thereto,
and the First Lien Administrative Agent, the Second Lien Administrative Agent
and the Administrative Agent (the "Credit Agreement").
Pursuant to the Amendment, WilTel has agreed, among other things, to
use all of the $236 million payment to be received (beginning in January 2006)
from SBC Communications, Inc. and its affiliates ("SBC") under the previously
disclosed Termination, Mutual Release and Settlement Agreement with SBC to
prepay, on a quarterly basis as such payments are received, the term loans under
the Credit Agreement. As a result, these quarterly prepayments will accelerate
the amortization of the term loans; however, these payments will also reduce any
mandatory prepayments that otherwise would have been due under the Credit
Agreement with respect to Excess Cash Flow (as defined in the Credit Agreement).
A copy of the form of the Amendment is filed herewith as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 First Amendment to Third Amended and Restated Credit and
Guaranty Agreement, dated September 2, 2005, by and among WilTel Communications,
LLC, WilTel Communications Group, LLC, the Subsidiary Guarantors (as defined),
the Lenders (as defined), and the First Lien Administrative Agent, the Second
Lien Administrative Agent and the Administrative Agent for the Lenders.
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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: September 9, 2005
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
-----------------------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 First Amendment to Third Amended and Restated Credit and
Guaranty Agreement, dated September 2, 2005, by and among
WilTel Communications, LLC, WilTel Communications Group,
LLC, the Subsidiary Guarantors (as defined), the Lenders (as
defined), and the First Lien Administrative Agent, the
Second Lien Administrative Agent and the Administrative
Agent for the Lenders.
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