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): May 24, 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)) NY2:\1538710\01\WZ9Y01!.DOC\76830.0001 Item 1.01. Entry into a Material Definitive Agreement. Item 8.01. Other Events. As previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of Leucadia National Corporation (the "Company"), SBC Communications, Inc. currently is the largest customer of the Company's telecommunications subsidiary, WilTel Communications Group, Inc. ("WilTel"). As negotiations between WilTel and SBC continue with respect to a transition pricing agreement and other matters that will enable WilTel to continue to provide SBC with a high level of service, SBC and WilTel have extended for 31 days from May 31, 2005 (i.e., through July 1, 2005) the existing transport rate structure in effect during the "pricing period" as specified in the amended Master Alliance Agreement by and between WilTel Communications, LLC ("WCL") and SBC and the amended Transport Services Agreement by and among WCL, SBC Operations, Inc. and Southwestern Bell Communications Services, Inc. The existing transport rate structure had been scheduled to expire on May 31, 2005. 2 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: May 31, 2005 LEUCADIA NATIONAL CORPORATION /s/ Joseph A. Orlando ---------------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer 3