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): January 12, 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 8.01. Other Events.
Leucadia National Corporation (the "Company") is filing in this Current Report
on Form 8-K revised presentations of information contained in its Annual Report
to Shareholders on Form 10-K for the year ended December 31, 2003 (the "2003
Form 10-K") to reflect (i) the classification of a commercial real estate
property as a discontinued operation and (ii) a recent stock split, and as
described below.
In September 2004, the Company entered into an agreement to sell a commercial
real estate property. This property was classified as a discontinued operation
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004, because it met the accounting criteria for held for sale
treatment. The sale closed in the fourth quarter of 2004. On December 8, 2004,
the Company declared a three-for-two stock split of the Company's common shares
effected in the form of a 50% stock dividend which was paid on December 31,
2004. The revised presentations contained in this Form 8-K reflect the
classification of the commercial real estate property as a discontinued
operation for all periods presented, and give retroactive effect to the stock
split as of the beginning of the earliest period presented. The Company is
filing these revised presentations because they will be incorporated by
reference in a Registration Statement the Company expects to file with the
Securities and Exchange Commission.
Item 9.01(c). Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit No. Exhibit
----------- -------
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
99.1 Part I Item 1. Business.
99.2 Part II Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity.
99.3 Part II Item 6. Selected Financial Data.
99.4 Part II Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
99.5 Part IV Item 15. Financial Statements and Schedules.
Reports of Independent Auditors
Financial Statements:
Consolidated Balance Sheets at December 31, 2003 and 2002
Consolidated Statements of Operations for the years ended December 31,
2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended December 31,
2003, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts
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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: January 12, 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
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Exhibit No. Description
----------- ------------
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
99.1 Part I Item 1. Business.
99.2 Part II Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity.
99.3 Part II Item 6. Selected Financial Data.
99.4 Part II Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
99.5 Part IV Item 15. Financial Statements and Schedules.
Reports of Independent Auditors
Financial Statements:
Consolidated Balance Sheets at December 31, 2003 and 2002
Consolidated Statements of Operations for the years ended December 31,
2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended December 31,
2003, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts
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