UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 30, 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))
This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the
"Form 8-K") filed by Leucadia National Corporation ("Leucadia") on October 31,
2005.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by Leucadia in the Form 8-K, Leucadia and its
subsidiary, Baldwin Enterprises, Inc., entered into a purchase agreement (the
"Agreement") with Level 3 Communications, Inc. ("Level 3") and its subsidiary,
Level 3 Communications, LLC, pursuant to which Level 3 would purchase all of the
membership interests in Leucadia's telecommunications subsidiary, WilTel
Communications Group, LLC ("WilTel"), excluding certain specified WilTel assets
and liabilities.
The description of the Agreement and the transactions contemplated thereby
contained in the Form 8-K are qualified in their entirety by reference to (i)
the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference, and (ii) the Registration Rights and Transfer
Restriction Agreement, the form of which is attached hereto as Exhibit 10.2 and
is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Purchase Agreement, dated as of October 30, 2005, among Leucadia
National Corporation, Baldwin Enterprises, Inc., Level 3 Communications, LLC and
Level 3 Communications, Inc.
10.2 Form of Registration Rights and Transfer Restriction Agreement
by and among Leucadia National Corporation, Baldwin Enterprises, Inc. and Level
3 Communications, Inc.
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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: November 1, 2005
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
-------------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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