SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HOMEFED CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of class of securities)
436919104
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(CUSIP number)
JOSEPH A. ORLANDO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
WITH A COPY TO:
ANDREA A. BERNSTEIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
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(Name, address and telephone number of person authorized
to receive notices and communications)
OCTOBER 21, 2002
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(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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
(Continued on following pages)
(Page 1 of 11 pages)
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CUSIP No. 436919 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) [x]
(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: 24,742,268
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0- (see Items 5 and 6)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 24,742,268
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- (see Items 5 and 6)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 24,742,268 (see Items 5 and 6)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 30.34%
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14 TYPE OF REPORTING PERSON: CO
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2
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CUSIP No. 436919 10 4 13D
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1 NAME OF REPORTING PERSON: Ian M. Cumming
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) [x]
(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: United States
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NUMBER OF 7 SOLE VOTING POWER: 7,637,040
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 95,324 (see Items 5 and 6)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 7,637,040
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 95,324 (see Items 5 and 6)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 7,732,364 (see Items 5 and 6)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.48%
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14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 436919 10 4 13D
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1 NAME OF REPORTING PERSON: Joseph S. Steinberg
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) [x]
(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: United States
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NUMBER OF 7 SOLE VOTING POWER: 7,163,269
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 34,861 (see Items 5 and 6)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 7,163,269
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 34,861 (see Items 5 and 6)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 7,198,130 (see Items 5 and 6)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.83%
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14 TYPE OF REPORTING PERSON: IN
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This Statement is Amendment No. 4 ("Amendment No. 4") to the
Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by The Trust Under Agreement Dated August 14, 1998 between
Leucadia National Corporation and Joseph A. Orlando, as Trustee, Ian M. Cumming
and Joseph S. Steinberg, on August 24, 1998, as previously amended, relating to
HomeFed Corporation, a Delaware corporation (the "Company"). Leucadia National
Corporation is being added as a reporting person; Leucadia National Corporation,
Ian M. Cumming and Joseph S. Steinberg are collectively the "Beneficial Owners."
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Schedule 13D.
Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock, $0.01
par value per share (the "Company Common Stock"), of HomeFed Corporation, a
Delaware corporation (the "Company"). The address of the principal executive
office of the Company is 1903 Wright Place, Suite 220, Carlsbad, CA 92008.
Item 2. Identity and Background.
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(a)-(c) Leucadia National Corporation (Leucadia) is a New York
corporation with its principal office at 315 Park Avenue South, New York, New
York 10010. Leucadia is a holding company principally engaged in a variety of
businesses, including banking and lending, property and casualty insurance,
manufacturing, winery operations, real estate activities and development of a
copper mine. Approximately 34.8% of the common shares of Leucadia outstanding at
April 11, 2002 (including shares issuable pursuant to currently exercisable
warrants) is beneficially owned (directly and through family members) by Ian M.
Cumming, Chairman of the Board of Directors of Leucadia, and Joseph S.
Steinberg, a director and President of Leucadia (excluding an additional 2.0% of
the common shares of Leucadia beneficially owned by trusts for the benefit of
Mr. Steinberg's children, as to which Mr. Steinberg disclaims beneficial
ownership). Private charitable foundations independently established by each of
Messrs. Cumming and Steinberg each beneficially own less than one percent of the
outstanding common shares of Leucadia. Mr. Cumming and Mr. Steinberg each
disclaim beneficial ownership of the common shares of Leucadia held by their
respective private charitable foundation. Mr. Cumming and Mr. Steinberg have an
oral agreement pursuant to which they will consult with each other as to the
election of a mutually acceptable Board of Directors of Leucadia.
The following information with respect to each executive officer
and director of Leucadia is set forth in Schedule A hereto: (i) name, (ii)
business address, (iii) citizenship, (iv) present principal occupation or
employment and (v) name of any corporation or other organization in which such
employment is conducted.
(d)-(f) During the last five years, neither the Beneficial
Owners, nor to their knowledge, any of the other persons identified pursuant to
Paragraphs (a) through (c) of this Item 2, have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
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to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws. To the knowledge of the Beneficial Owners,
each of the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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The 24,742,268 shares of Company Common Stock (the "Shares") were
issued to Leucadia in addition to the payment of cash in the amount of
$1,000,000 (the "Cash Consideration") in exchange for all of the issued and
outstanding shares of capital stock of CDS Holding Corporation, a Delaware
corporation ("CDS") pursuant to the Stock Purchase Agreement by and between
Leucadia and the Company dated October 21, 2002, which is filed as Exhibit 1
hereto and is incorporated herein by reference.
Item 4. Purpose of the Transaction.
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Leucadia's Board of Directors determined that it was desirable
for Leucadia to realize its investment in CDS which, through it's majority owned
indirect subsidiary, San Elijo Hills Development Company, LLC, is developing a
master-planned community located in the City of San Marcos, in San Diego County,
California. The Company's lack of cash liquidity resulted in it making an offer
of the Shares and the Cash Consideration to Leucadia which Leucadia deemed
acceptable.
Additional information is included in the responses to Items 3
and 6 of this Schedule 13D, which Items are incorporated herein by reference.
Subject to and depending upon availability at prices deemed
favorable by the Beneficial Owners, Beneficial Owners, directly or through
subsidiaries of Leucadia, may purchase additional shares of Company Common Stock
from time to time in the open market, in privately negotiated transactions with
third parties or otherwise. As stated above, Leucadia may consider increasing
its ownership of Company Common Stock above current levels by proposing a merger
or other business combination or otherwise, in which event its involvement may
be through or together with entities in which it has an interest. However,
pursuant to the Company's Restated Certificate of Incorporation, any increase in
a Beneficial Owner's interest in Company Common Stock, as a holder of more than
five percent (5%) of the Company's outstanding shares, must be approved by the
Company's Board of Directors.
Except as set forth above, the Beneficial Owners have no present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of October 21, 2002, the Beneficial Owners beneficially
owned the following shares of Company Common Stock:
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(i) Leucadia is the direct owner of 24,742,268 shares of Common
Stock representing approximately 30.3% of the 81,550,844 shares of Company
Common Stock of the Company outstanding after giving effect to issuances of
Company Common Stock pursuant to the Stock Purchase Agreement (the "Outstanding
Shares").
(ii) Ian M. Cumming is the beneficial owner of 7,637,040 shares
of Common Stock. Such shares of Common Stock represent approximately 9.4% of the
Outstanding Shares as of October 21, 2002. Mr. Cumming has sole dispositive
power over such shares of Common Stock. Mr. Cumming also may be deemed to be the
beneficial owner of an additional 95,324 shares of Common Stock (approximately
..1%) beneficially owned by his wife (directly and through trusts for the benefit
of Mr. Cumming's children of which Mr. Cumming's wife is trustee). The foregoing
does not include an aggregate of 73,297 shares of Common Stock (less than .1%)
that are beneficially owned by a private charitable foundation, of which Mr.
Cumming is a trustee and President and as to which Mr. Cumming disclaims
beneficial ownership.
(iii) Joseph S. Steinberg is the beneficial owner of 7,163,269
shares of Common Stock. Such shares of Common Stock represent approximately 8.8%
of the Outstanding Shares as of October 21, 2002. Mr. Steinberg has sole
dispositive power over such shares of Common Stock. Mr. Steinberg also may be
deemed to be the beneficial owner of an additional 34,861 shares of Common Stock
(less than .1%) beneficially owned by his wife. The foregoing does not include
an aggregate of 23,815 shares of Common Stock (less than .1%) beneficially owned
by a private charitable foundation, of which Mr. Steinberg and his wife are
trustees, as to which Mr. Steinberg disclaims beneficial ownership. Mr.
Steinberg also disclaims beneficial ownership as to an aggregate of an
additional 893,258 shares of Common Stock (approximately 1.1%) beneficially
owned by two trusts for the benefit of Mr. Steinberg's children.
(iv) Messrs. Cumming and Steinberg have an oral agreement
pursuant to which they will consult with each other as to the election of a
mutually acceptable Board of Directors of the Company.
(v) Except as set forth in Paragraph (i), (ii) and (iii) of this
Item 5(a), to the best knowledge of the Beneficial Owners, none of the other
persons identified pursuant to Item 2 above beneficially owns any shares of
Company Common Stock.
(b) Item 5(a) is incorporated herein by reference.
(c) The information contained in Item 4 above is incorporated by
reference.
(d) Except as otherwise described herein, to the best knowledge of the
Beneficial Owners, none of the persons identified pursuant to Item 2 above has
effected any transactions in Company Common Stock during the past sixty days.
(e) Not applicable.
(f) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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Leucadia has entered into a Registration Rights Agreement with
the Company by which the Company has granted Leucadia certain rights to obligate
the Company to register for sale under the Securities Act of 1933, as amended,
shares of Company Common Stock issued to Leucadia (including the Shares). The
Registration Rights Agreement is filed as Exhibit 2 hereto, and is incorporated
herein by reference.
Other than as set forth above or otherwise described in this
Schedule 13D, there are no contracts, arrangements, understandings or
relationships with respect to any securities of the Company between (a) the
Beneficial Owners and, to the best of their knowledge, any of the other persons
identified pursuant to Item 2 above and (b) any other person, other than the
agreements filed herewith as Exhibits 1 to 6.
Item 7. Material to be Filed as Exhibits.
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1. Stock Purchase Agreement, dated as of October 21, 2002, by
and between HomeFed Corporation and Leucadia National Corporation, incorporated
herein by reference to Exhibit 10.1 to HomeFed Corporation's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
October 22, 2002.
2. Registration Rights Agreement, dated as of October 21, 2002,
by and between HomeFed Corporation and Leucadia National Corporation,
incorporated herein by reference to Exhibit 10.2 to HomeFed Corporation's
Current Report on Form 8-K filed with the SEC on October 22, 2002.
3. Second Amended and Restated Loan Agreement dated as of
October 9, 2002, by and between HomeFed Corporation and Leucadia Financial
Corporation incorporated herein by reference to Exhibit 10.3 to HomeFed
Corporation's Current Report on Form 8-K filed with the SEC on October 22, 2002.
4. Second Amended and Restated Variable Rate Secured Note dated
as of October 9, 2002, incorporated herein by reference to Exhibit 10.4 to
HomeFed Corporation's Current Report on Form 8-K filed with the SEC on October
22, 2002.
5. Amended and Restated Line Letter dated as of October 9, 2002,
by and between HomeFed Corporation and Leucadia Financial Corporation,
incorporated herein by reference to Exhibit 10.5 to HomeFed Corporation's
Current Report on Form 8-K filed with the SEC on October 22, 2002.
6. Amended and Restated Term Note dated as of October 9, 2002,
incorporated herein by reference to Exhibit 10.6 to HomeFed Corporation's
Current Report on Form 8-K filed with the SEC on October 22, 2002.
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SIGNATURE
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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: October 23, 2002
LEUCADIA NATIONAL CORPORATION
BY: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President
Ian M. Cumming
/s/ Ian M. Cumming
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Joseph S. Steinberg
/s/ Joseph S. Steinberg
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SCHEDULE A
Directors and Executive Officers of Leucadia
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Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Leucadia. To the knowledge
of Leucadia, each person listed below is a United States citizen.
Directorships Principal Occupation or
Name and Business Address and Offices Employment
Ian M. Cumming Chairman of the Board Chairman of the Board
c/o Leucadia National Corporation
529 E. South Temple
Salt Lake City, Utah 84102
Joseph S. Steinberg President and Director President of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Paul M. Dougan Director Director, President and Chief
c/o Equity Oil Company Executive Officer of Equity Oil
10 West 300 South Company (a company engaged in oil and
Salt Lake City, Utah 84102 gas exploration and production having
an office in Salt Lake City, Utah)
Lawrence D. Glaubinger Director Private Investor; President of
c/o Lawrence Economic Lawrence Economic Consulting Inc.,(a
Consulting Inc. management consulting firm)
P.O. Box 3567
Hallandale Beach, FL 33008
James E. Jordan Director Managing Director of Arnhold and S.
c/o Arnhold and S. Bleichroeder Bleichroeder Advisers, Inc. (a
Advisers, Inc. company engaged in asset management
1345 Avenue of the Americas services)
New York, N.Y. 10105
Jesse Clyde Nichols, III Director Retired Investor
4945 Glendale Road
Westwood Hills, KS 66205
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Thomas E. Mara Executive Vice President Executive Vice President and
c/o Leucadia National Corporation and Treasurer Treasurer of Leucadia
315 Park Avenue South
New York, NY 10010
Joseph A. Orlando Vice President and Chief Vice President and Chief Financial
c/o Leucadia National Corporation Financial Officer Officer of Leucadia
315 Park Avenue South
New York, NY 10010
Mark Hornstein Vice President and Asst. Vice President and Asst. Secretary of
c/o Leucadia National Corporation Secretary Leucadia
315 Park Avenue South
New York, NY 10010
Barbara L. Lowenthal Vice President and Vice President and Comptroller of
c/o Leucadia National Corporation Comptroller Leucadia
315 Park Avenue South
New York, NY 10010
H. E. Scruggs Vice President Vice President of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Laura E. Ulbrandt Secretary Secretary of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
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