UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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LEUCADIA NATIONAL CORPORATION
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LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 2007
----------------------
April __, 2007
To our common shareholders:
You are cordially invited to attend the annual meeting of shareholders
of Leucadia National Corporation to be held on May 15, 2007, at 10:00 a.m., at
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York:
1. To elect eight directors.
2. To approve an amendment to our certificate of incorporation to increase the
number of our common shares, par value $1.00 per share, authorized for issuance
to 600,000,000 common shares. Currently, there are 300,000,000 common shares
authorized for issuance.
3. To ratify the selection of PricewaterhouseCoopers LLP as independent auditors
to audit the consolidated financial statements of our company and our
subsidiaries for the year ended December 31, 2007.
4. To transact any other business as may properly come before the meeting or any
adjournments of the meeting.
Only holders of record of our common shares at the close of business on
March 29, 2007 will be entitled to notice of and to vote at the meeting. Please
vote your shares, either (i) by signing, dating and mailing the enclosed proxy
card in the accompanying postage prepaid envelope, (ii) by telephone using the
toll-free telephone number printed on the proxy card, or (iii) by voting on the
Internet, using the instructions printed on the proxy card. This will assure
that your shares are represented at the meeting.
By Order of the Board of Directors.
LAURA E. ULBRANDT
Assistant Vice President and Secretary
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
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PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS
----------------------
April __, 2007
This proxy statement is being furnished to the shareholders of Leucadia
National Corporation, a New York corporation, in connection with the
solicitation of proxies by the Board of Directors for use at the annual meeting
of shareholders of the Company to be held on May 15, 2007 and at any
adjournments thereof.
At the meeting, shareholders will be asked:
1. To elect eight directors.
2. To approve an amendment to our certificate of incorporation to
increase the number of our common shares, par value $1.00 per share, authorized
for issuance to 600,000,000 common shares. Currently, there are 300,000,000
common shares authorized for issuance.
3. To ratify the selection of PricewaterhouseCoopers LLP as
independent auditors to audit the consolidated financial statements of our
company and our subsidiaries for the year ended December 31, 2007.
4. To transact any other business as may properly come before the
meeting or any adjournments of the meeting.
The Board of Directors has fixed the close of business on March 29, 2007
as the record date for the determination of the holders of our common shares,
par value $1.00 per share, entitled to notice of and to vote at the meeting.
Each eligible shareholder will be entitled to one vote for each common share
held on all matters to come before the meeting and may vote in person or by
proxy by completing the enclosed proxy card and returning it in the enclosed
postage prepaid envelope or, as indicated on the proxy card, by voting on the
Internet or by voting by telephone. At the close of business on March 29, 2007,
there were 216,574,237 common shares entitled to vote.
This proxy statement and the accompanying form of proxy are first being
sent to holders of the common shares on or about April __, 2007.
THE MEETING
DATE, TIME AND PLACE
The annual meeting will be held on May 15, 2007, at 10:00 a.m., at
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York.
MATTERS TO BE CONSIDERED
At the meeting, shareholders will be asked to consider and vote to elect
eight directors and to ratify the selection of independent auditors. See
"ELECTION OF DIRECTORS," and "PROPOSED AMENDMENT TO CERTIFICATE OF
INCORPORATION" and "RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS." The
Board of Directors does not know of any matters to be brought before the meeting
other than as set forth in the notice of meeting. If any other matters properly
come before the meeting, the persons named in the enclosed form of proxy or
their substitutes will vote in accordance with their best judgment on such
matters.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Shareholders as of the record date, i.e., the close of business on March
29, 2007, are entitled to notice of and to vote at the meeting. As of the record
date, there were 216,574,237 common shares outstanding and entitled to vote,
with each share entitled to one vote.
REQUIRED VOTES
Election of Directors. Under New York law, the affirmative vote of the
holders of a plurality of the common shares voted at the meeting is required to
elect each director. Consequently, only shares that are voted in favor of a
particular nominee will be counted toward the nominee's achievement of a
plurality. Shares present at the meeting that are not voted for a particular
nominee or shares present by proxy where the shareholder properly withholds
authority to vote for the nominee, including broker non-votes, will not be
counted toward the nominee's achievement of a plurality.
Approval of Amendment to Certificate of Incorporation. Approval of the
amendment to our certificate of incorporation requires the affirmative vote of
the holders of a majority of the outstanding common shares. Abstentions and
broker non-votes will be treated as votes against the proposal to approve the
amendment to our certificate of incorporation.
Selection of Auditors. Ratification of the selection of
PricewaterhouseCoopers LLP as independent auditors requires the affirmative vote
of the holders of a majority of the common shares voted at the meeting.
Abstentions and broker non-votes are not counted in determining the votes cast
in connection with the ratification of auditors, but do have the effect of
reducing the number of affirmative votes required to achieve a majority for this
matter by reducing the total number of shares from which the majority is
calculated.
Ian M. Cumming, Chairman of the Board of Directors of our company,
beneficially owns 25,474,780 or approximately 11.7% of the common shares
outstanding at the record date. Joseph S. Steinberg, a Director and President of
our company, beneficially owns 28,042,592 or approximately 12.9% of the common
shares outstanding at the record date. The Cumming Foundation, a private
charitable foundation established by Mr. Cumming, beneficially owns 563,646 or
approximately .3% of the common shares outstanding at the record date. Mr.
Cumming disclaims beneficial ownership of the common shares held by the private
charitable foundation. Messrs. Cumming and Steinberg have advised us that they
intend to cause all common shares that they beneficially own to be voted in
favor of each nominee named herein, in favor of the amendment to our certificate
of incorporation and in favor of ratification of the selection of independent
auditors. Mr. Cumming has advised us that he intends to cause all common shares
owned by his charitable foundation to be voted in favor of each nominee named
herein, in favor of the amendment to our certificate of incorporation and in
favor of ratification of the selection of independent auditors. In addition to
1
Messrs. Cumming and Steinberg, all our other directors and officers beneficially
own approximately .4% of the common shares outstanding at the record date,
excluding common shares acquirable upon the exercise of options.
VOTING AND REVOCATION OF PROXIES
Shareholders are requested to vote by proxy in one of three ways:
o Use the toll-free telephone number shown on your proxy card;
o Visit the Internet website at www.voteproxy.com and follow the
on-screen instructions; or
o Mail, date, sign and promptly return your proxy card in the
enclosed postage prepaid envelope.
Common shares represented by properly executed proxies, received by us
or voted by telephone or via the Internet, which are not revoked will be voted
at the meeting in accordance with the instructions contained therein. If
instructions are not given, proxies will be voted FOR election of each nominee
for director named FOR the proposed amendment to Certificate of Incorporation
and FOR ratification of the selection of independent auditors.
Voting instructions, including instructions for both telephonic and
Internet voting, are provided on the proxy card. The Internet and telephone
voting procedures are designed to authenticate shareholder identities, to allow
shareholders to give voting instructions and to confirm that shareholders'
instructions have been recorded properly. A control number, located on the proxy
card, will identify shareholders and allow them to vote their shares and confirm
that their voting instructions have been properly recorded. Shareholders voting
via the Internet should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that must be borne by the shareholder. If you do vote by
Internet or telephone, it will not be necessary to return your proxy card.
If your shares are held in the name of a bank or broker, follow the
voting instructions on the form you receive from your record holder. The
availability of Internet and telephone voting will depend on their voting
procedures.
If a shareholder neither returns a signed proxy card, votes by the
Internet or by telephone, nor attends the meeting and votes in person, his or
her shares will not be voted.
Any proxy signed and returned by a shareholder or voted by telephone or
via the Internet may be revoked at any time before it is exercised by giving
written notice of revocation to the Secretary of our company, at our address set
forth herein, by executing and delivering a later-dated proxy, either in
writing, by telephone or via the Internet, or by voting in person at the
meeting. Attendance at the meeting will not alone constitute revocation of a
proxy.
"HOUSEHOLDING" OF ANNUAL REPORT AND PROXY MATERIALS
We have adopted a procedure approved by the Securities and Exchange
Commission called "householding." Under this procedure, shareholders of record
who have the same address and last name will receive only one copy of our Annual
Report and proxy statement unless one or more of these shareholders notifies us
that they wish to continue receiving individual copies. This procedure will
reduce our printing costs and postage fees.
Shareholders who participate in householding will continue to receive
separate proxy cards. Also, householding will not in any way affect dividend
check mailings.
2
If you are eligible for householding, but you and other shareholders of
record with whom you share an address currently receive multiple copies of the
Annual Report and/or the proxy statement, or if you hold in more than one
account, and in either case you wish to receive only a single copy of each of
these documents for your household, please contact our transfer agent, American
Stock Transfer and Trust Company, (in writing: 59 Maiden Lane, New York, New
York 10038; by telephone: in the U.S., Puerto Rico and Canada, 1-800-937-5449;
outside the U.S., Puerto Rico and Canada, 1-718-921-8200).
If we are householding materials to your address and you wish to receive
a separate copy of the 2006 Annual Report or this proxy statement, or if you do
not wish to participate in householding and prefer to receive separate copies of
these documents in the future, please contact American Stock Transfer as
indicated above.
Beneficial shareholders can request information about householding from
their banks, brokers or other holders of record.
PROXY SOLICITATION
We will bear the costs of solicitation of proxies for the meeting. In
addition to solicitation by mail, directors, officers and our regular employees
may solicit proxies from shareholders by telephone, telegram, personal interview
or otherwise. These directors, officers and employees will not receive
additional compensation, but may be reimbursed for out-of-pocket expenses in
connection with this solicitation. In addition to solicitation by our directors,
officers and employees, we have engaged Innisfree M&A Incorporated, a proxy
solicitation agent, in connection with the solicitation of proxies for the
meeting. We will bear the costs of the fees for the solicitation agent, which
are not expected to exceed $7,500. Brokers, nominees, fiduciaries and other
custodians have been requested to forward soliciting material to the beneficial
owners of common shares held of record by them, and these custodians will be
reimbursed for their reasonable expenses.
INDEPENDENT AUDITORS
We have been advised that representatives of PricewaterhouseCoopers LLP,
our independent auditors for 2006, will attend the meeting, will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
3
ELECTION OF DIRECTORS
At the meeting, eight directors are to be elected to serve until the
next meeting or until their successors are elected and qualified. All of the
following nominees are currently serving as directors. The persons named in the
enclosed form of proxy have advised that, unless contrary instructions are
received, they intend to vote FOR the eight nominees named by the Board of
Directors and listed on the following table. The Board of Directors does not
expect that any of the nominees will be unavailable for election as a director.
However, if by reason of an unexpected occurrence one or more of the nominees is
not available for election, the persons named in the form of proxy have advised
that they will vote for the substitute nominees as the Board of Directors may
propose. The following information is as of March 29, 2007.
AGE, PERIOD SERVED AS DIRECTOR, OTHER BUSINESS
NAME AND PRESENT POSITION, EXPERIENCE DURING THE LAST FIVE YEARS AND FAMILY
IF ANY, WITH THE COMPANY RELATIONSHIPS, IF ANY
-------------------------- ------------------------------------------------
Ian M. Cumming,
Chairman of the Board........ Mr. Cumming, 66, has served as a director and
our Chairman of the Board since June 1978. In
addition, he is Chairman of the Board of The
FINOVA Group Inc. FINOVA is a middle market
lender, in which we have an indirect 25% equity
interest. Mr. Cumming is also a director of
Skywest, Inc., a Utah-based regional air
carrier, and HomeFed Corporation, a publicly
held real estate development company, in which
we have an approximate 29.9% equity interest,
Mr. Cumming has an approximate 7.3% equity
interest in HomeFed and a private charitable
foundation, as to which Mr. Cumming disclaims
beneficial ownership, has a 2.1% equity interest
in HomeFed. Mr. Cumming is also a member of the
Board of Managers of Premier Entertainment
Biloxi, LLC, the owner of the Hard Rock Hotel &
Casino in Biloxi, Mississippi, in which we own
all of the preferred equity and 46% of the
common equity. Mr. Cumming is also an alternate
director of Fortescue Metals Group Ltd, an
Australian public company that is engaged in the
mining of iron ore, in which we have a 9.9%
equity interest.
Paul M. Dougan................. Mr. Dougan, 69, has served as a director since
May 1985. Mr. Dougan is a private investor.
Until July 2004, he was a director and President
and Chief Executive Officer of Equity Oil
Company, a company engaged in oil and gas
exploration and production.
Lawrence D. Glaubinger......... Mr. Glaubinger, 81, has served as a director
since May 1979. Mr. Glaubinger is a private
investor. He was Chairman of the Board of Stern
& Stern Industries, Inc., a New York
corporation, which primarily manufactures and
sells industrial textiles, from November 1977
through 2000. He has also been President of
Lawrence Economic Consulting Inc., a management
consulting firm, since January 1977 and a
manager of Bee Gee Trading Company LLC, a
private commodities trading company, since July
2003.
Alan J. Hirschfield............ Mr. Hirschfield, 71, has served as a director
since April 2004. Mr. Hirschfield is a private
investor and consultant. From 1992 to 2000, he
was Co-Chief Executive Officer of Data
Broadcasting Corporation, which merged with
Financial Times/Pearsons, Inc. Prior to that
time, Mr. Hirschfield held executive positions
in the financial and media industries. He is a
director of Carmike Cinemas, Inc., a
publicly-held motion picture exhibitor in the
United States, in which we had (until August
2004) an approximate 6% equity interest, and is
a director and Vice-Chairman of Cantel Medical
Corp., a healthcare company.
4
AGE, PERIOD SERVED AS DIRECTOR, OTHER BUSINESS
NAME AND PRESENT POSITION, EXPERIENCE DURING THE LAST FIVE YEARS AND FAMILY
IF ANY, WITH THE COMPANY RELATIONSHIPS, IF ANY
-------------------------- ------------------------------------------------
James E. Jordan................ Mr. Jordan, 63, has served as a director since
February 1981. Mr. Jordan is a private investor.
He was the Managing Director of Arnhold and S.
Bleichroeder Advisers, LLC, a privately owned
global investment management company from July
2002 to June 2005. Mr. Jordan is a director of
First Eagle family of mutual funds, JZ Equity
Partners Plc., a British investment trust
company, and Florida East Coast Industries,
Inc., a holding company with railroad and real
estate interests.
Jeffrey C. Keil................ Mr. Keil, 63, has served as a director since
April 2004. Mr. Keil has been Chairman of
International Real Returns, LLC, a private
investment advisor, since July 2004 and served
as Chairman of its Executive Committee from
January 1998 to June 2001. Mr. Keil was
President, from July 2001 through June 2004, of
Ellesse, LLC, a private advisory company. From
1996 to January 1998, Mr. Keil was a General
Partner of Keil Investment Partners, a private
fund that invested in the financial sector in
Israel. From 1984 to 1996, Mr. Keil was
President and a director of Republic New York
Corporation and Vice Chairman of Republic
National Bank of New York. He is a director of
Anthracite Capital, Inc., a real estate
investment trust, and Presidential Life
Insurance Company, an insurance company.
Jesse Clyde Nichols, III....... Mr. Nichols, 67, has served as a director since
June 1978. Mr. Nichols is a private investor. He
was President, from May 1974 through 2000, of
Nichols Industries, Inc., a diversified holding
company. Mr. Nichols is a director of Jordan
Industries, Inc., a public company, of which we
beneficially own approximately 10.1% of the
common stock, which owns and manages
manufacturing companies.
Joseph S. Steinberg,
President...................... Mr. Steinberg, 63, has served as a director
since December 1978 and as our President since
January 1979. He is also a director of FINOVA
and Jordan Industries, Inc., a public company,
of which we beneficially own approximately 10.1%
of the common stock, which owns and manages
manufacturing companies In addition, Mr.
Steinberg is Chairman of the Board of HomeFed;
Mr. Steinberg has an approximate 8.2% equity
interest in HomeFed, a trust for the benefit of
Mr. Steinberg's children has a .7% equity
interest in HomeFed and a private charitable
trust, as to which Mr. Steinberg disclaims
beneficial ownership, has a .5% equity interest
in HomeFed. Mr. Steinberg is a member of the
Board of Managers of Premier Entertainment
Biloxi and a director of Fortescue.
The Board of Directors recommends a vote FOR the above-named nominees.
5
INFORMATION CONCERNING
THE BOARD OF DIRECTORS AND BOARD COMMITTEES
DIRECTOR INDEPENDENCE
Pursuant to our Corporate Governance Guidelines, a copy of which is
available on our website, www.leucadia.com, the Board of Directors is required
to affirmatively determine that a majority of the directors is independent under
the listing standards of the New York Stock Exchange, the exchange on which the
Company's common shares are traded. In accordance with the Guidelines, the Board
of Directors undertakes an annual review of director independence. During this
review, the Board considers all transactions and relationships between each
director or any member of his immediate family and the Company, and its
subsidiaries and affiliates. The Board also examines transactions and
relationships between directors or their affiliates and Ian M. Cumming, our
Chairman of the Board, and Joseph S. Steinberg, our President, and their
respective affiliates. The purpose of this review is to determine whether any
such relationships or transactions is considered a "material relationship" that
would be inconsistent with a determination that a director is independent. The
Board has not adopted any "categorical standards" for assessing independence,
preferring instead to consider and disclose existing relationships with the
non-management directors and the Company, Mr. Cumming or Mr. Steinberg.
As a result of this review, the Board affirmatively determined that,
other than Mr. Cumming and Mr. Steinberg, all of the Directors are independent
of the Company and its management. In determining that all of the other
Directors are independent, the Board reviewed the New York Stock Exchange
corporate governance rules and also determined that the following relationships
are not material relationships and therefore do not affect the independence
determination: Mr. Cumming and Mr. Hirschfield are passive investors, each with
a 15% passive interest, in a regional internet service provider, Mr. Cumming is
a 6.6% passive stockholder in a restaurant that is 50% owned by Mr. Hirschfield
and Mr. Cumming made a charitable contribution of $100,000 in 2004 to a
non-profit private school of which a son of Mr. Hirschfield is headmaster; Mr.
Keil is a trustee of several trusts (certain of which hold our common shares)
for the benefit of Mr. Steinberg's children and other family members (for which
Mr. Keil receives no remuneration); Mr. Dougan is the retired President of
Equity Oil Company, a company with which the Company had a joint venture that
was dissolved in 2004 and Mr. Dougan's son-in-law is the Associate Director of
the State of Utah School and Institutional Trust Lands Administration, a state
agency that is in negotiations to sell to the Company certain parcels of land
and as to which Mr. Dougan's son-in-law has no financial interest. In addition,
as stated in the Corporate Governance Guidelines, the Board has determined that
friendship among directors shall not in and of itself be a basis for determining
that a director is not independent for purposes of serving on the Board.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
POLICIES AND PROCEDURES WITH RESPECT TO TRANSACTIONS WITH RELATED PERSONS
The Board has adopted a policy to for the review, approval and
ratification of transactions that involve "related persons" and potential
conflicts of interest (the "Related Person Transaction Policy").
The Related Person Transaction Policy applies to each director
and executive officer of the Company; any nominee for election as a director of
the Company; any security holder who is known to own of record or beneficially
more than five percent of any class of the Company's voting securities; any
immediate family member of any of the foregoing persons; and any corporation,
firm, association or their entity in which one or more directors of the Company
are directors or officers, or have a substantial financial interest (each a
"Related Person").
6
Under the Related Person Transaction Policy, a Related Person
Transaction is defined as a transaction or arrangement involving a Related
Person in which the Company is a participant or that would required disclosure
in the Company's filings with the SEC as a transaction with a Related Person.
Under the Related Person Transaction Policy, Related Persons must
disclose to the Audit Committee any potential Related Person Transactions and
must disclose all material facts with respect to such interest. All Related
Person Transactions will be reviewed by the Audit Committee and, in its
discretion, approved or ratified. In determining whether to approve or ratify a
Related Person Transaction the Audit Committee will consider the relevant facts
and circumstances of the Related Person Transaction which may include factors
such as the relationship of the Related Person with the Company, the materiality
or significance of the transaction to the Company and the Related Person, the
business purpose and reasonableness of the transaction, whether the transaction
is comparable to a transaction that could be available to the Company on an
arms-length basis, and the impact of the transaction on the Company business and
operation.
RELATED PERSON TRANSACTIONS
The Company is party to a Services Agreement with each of Messrs.
Cumming and Steinberg, each dated as of January 1, 2004, pursuant to which the
Company has agreed to provide certain services for Messrs. Cumming and Steinberg
and/or affiliated entities. Such services include accounting and cash management
services and tax services for both of Messrs. Cumming and Steinberg and
transportation services for Mr. Steinberg. Each of Mr. Cumming and Mr. Steinberg
pays the Company the cost of providing services to them under the Services
Agreements. Mr. Cumming and Mr. Steinberg paid the Company $100,000 and
$226,000, respectively, for services rendered by the Company in 2006 and have
advanced the Company $110,000 and $236,000, respectively, for services to be
rendered by the Company under these agreements in 2007.
Mr. Steinberg's brother, Morton M. Steinberg, is a partner in the law
firm DLA Piper, US LLP, an international law firm with offices in twenty four
countries. During 2006, the Company paid approximately $3,000,000 in aggregate
fees to such firm for legal services rendered to the Company. This amount
represents less than 3% of all fees received by DLA Piper, US LLP in 2006. Mr.
Morton Steinberg has a less than 1% partnership interest in DLA Piper, US LLP.
The Audit Committee or the Board have approved or ratified each of the
foregoing.
MEETINGS AND COMMITTEES
During 2006, the Board of Directors held nine meetings and took action
on numerous other occasions.
The Board of Directors has a standing Audit Committee, Executive
Committee, Compensation Committee and Nominating and Corporate Governance
Committee.
The functions of the Audit Committee are to assist the Board of
Directors in fulfilling its responsibility to oversee the conduct and integrity
of our financial reporting and financial statements filed with the Securities
and Exchange Commission, the scope and performance of our internal audit
function, our systems of internal accounting and financial disclosure controls,
compliance with legal and regulatory requirements, our Code of Business Practice
and Code of Practice, and preparation of the audit committee report. In
discharging its duties, the Audit Committee, among other things, has the sole
authority to appoint (subject to shareholder ratification, which is not binding
on the Audit Committee), compensate (including fee pre-approvals), evaluate and
replace the independent auditors, oversee their scope of work, independence and
their engagement for any other services, and meets independently with those
persons performing the Company's internal auditing function, as well as the
Company's independent auditors and senior management.
7
During 2006, the Audit Committee met with management and the independent
auditors seven times and took action on two other occasions and met twice during
2007. At such meetings, the Audit Committee also met with the independent
auditors without management present. The Board of Directors has adopted a
charter for the Audit Committee, which is attached as Annex A to the proxy
statement for our 2004 Annual Meeting of Shareholders and is also available on
our website. See "Annual Report and Company Information" below. The Audit
Committee consists of Messrs. Keil (Chairman), Dougan, Hirschfield, Jordan and
Nichols. The Board has determined that each of Messrs. Keil and Hirschfield is
qualified as an audit committee financial expert within the meaning of
regulations of the Securities and Exchange Commission, thereby satisfying the
financial expertise requirement of the listing standards of the New York Stock
Exchange, and that each member of the Audit Committee is financially literate.
The function of the Executive Committee is to exercise the authority of
the Board of Directors in the management of our business at such times as the
full Board of Directors is unavailable in accordance with New York law. The
Executive Committee consists of Messrs. Cumming (Chairman), Glaubinger, Jordan
and Steinberg. The Executive Committee did not meet in 2006.
The functions of the Compensation Committee are to determine and approve
the compensation of the Chairman of the Board and President including under the
2003 Senior Executive Annual Incentive Bonus Plan (as amended), make
recommendations to the Board of Directors with respect to compensation of our
other executive officers in consultation with Messrs. Cumming and Steinberg,
including with respect to our employee benefit and incentive plans, and to
administer our 1999 Stock Option Plan (as amended). The Board of Directors has
adopted a charter for the Compensation Committee, which is attached as Annex B
to the proxy statement for our 2004 Annual Meeting of Shareholders and is also
available on our website. See "Annual Report and Company Information" below. The
Compensation Committee met six times and took action on one other occasion
during 2006 and met three times during 2007. The Compensation Committee consists
of Messrs. Nichols (Chairman), Glaubinger and Jordan.
The function of the Nominating and Corporate Governance Committee is to
assist the Board by identifying qualified candidates to serve as directors and
recommend to the Board candidates for election to the Board; to develop and
recommend to the Board corporate governance guidelines; and to oversee the
evaluations of the Board and management. In selecting nominees to the Board of
Directors, the Nominating and Corporate Governance Committee assesses the
independence of the candidates and their ability to comply with the Company
Corporate Governance Guidelines. The Board of Directors has adopted a charter
for the Nominating and Corporate Governance Committee, which is attached as
Annex C to the proxy statement for our 2004 Annual Meeting of Shareholders and
is also available on our website. See "Annual Report and Company Information"
below. The Nominating Committee met once and took action on two other occasion
during 2006 and met once during 2007 and consists of Messrs. Jordan (Chairman),
Dougan and Nichols.
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT WITH RESPECT TO THE
AUDIT COMMITTEE CHARTER, THE COMPENSATION COMMITTEE CHARTER, THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE CHARTER AND THE INDEPENDENCE OF THE
NON-MANAGEMENT MEMBERS OF THE BOARD OF DIRECTORS SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE
COMMISSION, NOR SHALL THE INFORMATION BE INCORPORATED BY REFERENCE INTO ANY
FUTURE FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY INCORPORATE IT BY REFERENCE IN A
FILING.
A shareholder entitled to vote in the election of directors may nominate
one or more persons for election as directors at a meeting if written notice of
that shareholder's intent to make the nomination has been given to us, with
respect to an election to be held at an annual meeting of shareholders, not less
than 120 days before the first anniversary of our proxy statement in connection
with the last annual meeting, and, with respect to an election to be held at a
special meeting of shareholders, not later than the tenth day following the date
on which notice of the meeting is first given to shareholders. The notice shall
include the name and address of the shareholder and his or her nominees, a
representation that the shareholder is entitled to vote at the meeting and
intends to nominate the person, a description of all arrangements or
understandings between the shareholder and each nominee, other information as
would be required to be included in a proxy statement soliciting proxies for the
8
election of the shareholder's nominees, and the consent of each nominee to serve
as a director of the Company if so elected. We may require any proposed nominee
to furnish other information as we may reasonably require to determine the
eligibility of the proposed nominee to serve as a director of the Company. We
did not receive any nominations from shareholders for election as directors at
the meeting. See "Proposals by Shareholders" for the deadline for nominating
persons for election as directors for the 2008 annual meeting.
ATTENDANCE
All directors attended at least 75% of the meetings of the Board of
Directors and committees of the Board of Directors on which they served. Under
our Corporate Governance Guidelines, each director is expected to dedicate
sufficient time to the performance of his duties as a director, including by
attending meetings of the shareholders, the Board and committees of which he is
a member. All directors attended the annual meeting of shareholders in May 2006.
A copy of our Corporate Governance Guidelines is available on our website.
MEETINGS OF NON-MANAGEMENT DIRECTORS
The Board of Directors has determined that the non-management members of
the Board of Directors will meet regularly in executive session outside the
presence of any member of management, in conjunction with regularly scheduled
meetings of the Board. No formal Board action may be taken at any executive
session. During 2006, at each executive session, one non-management director was
designated by the non-management directors present to serve as the presiding
director to chair that executive session. Beginning in 2007, the non-management
directors annually will select a presiding director who will serve for a one
year term. Mr. Alan Hirschfield is the presiding director for 2007.
COMMUNICATING WITH THE BOARD
Shareholders and other parties interested in communicating directly with
the non-management directors as a group may do so by writing to the
Non-Management Members of the Board of Directors, c/o Corporate Secretary,
Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010.
The Corporate Secretary will review all correspondence and regularly forward to
the non-management members of the Board a summary of all such correspondence
that, in the opinion of the Corporate Secretary, deals with the functions of the
Board or committees thereof or that the Corporate Secretary otherwise determines
requires attention. Non-management directors may at any time review a log of all
correspondence received by the Company that is addressed to non-management
members of the Board and request copies of all such correspondence. Concerns
relating to accounting, internal controls or auditing matters will immediately
be brought to the attention of the Chairman of the Audit Committee.
CODE OF PRACTICE
We have a Code of Business Practice, which is applicable to all
directors, officers and employees of the Company, and includes a Code of
Practice applicable to our principal executive officers and senior financial
officers. Both the Code of Business Practice and the Code of Practice are
available on our website. The Company intends to post amendments to or waivers
from our Code of Practice applicable to our principal executive officers and
senior financial officers on its website.
9
PRESENT BENEFICIAL OWNERSHIP OF COMMON SHARES
Set forth below is certain information as of March 29, 2007 with respect
to the beneficial ownership of common shares by (1) each person who, to our
knowledge, is the beneficial owner of more than 5% of our outstanding common
shares determined in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, which is our only class of voting securities, (2) each
director and nominee for director, (3) each of the executive officers named in
the Summary Compensation Table under "Executive Compensation," (4) the private
charitable foundation established by Mr. Cumming and (5) all of our executive
officers and directors as a group. Unless otherwise stated, the business address
of each person listed is c/o Leucadia National Corporation, 315 Park Avenue
South, New York, New York 10010.
Number of Shares
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
Horizon Asset Management Inc. (a)(b)........... 14,767,549 6.8%
Ian M. Cumming................................. 25,474,780 (c)(d) 11.7%
Paul M. Dougan................................. 27,200 (e) *
Lawrence D. Glaubinger......................... 259,250 (f) .1%
Alan J. Hirschfield............................ 39,250 (g) *
James E. Jordan................................ 139,000 (h) *
Jeffrey C. Keil................................ 14,250 (g) *
Thomas E. Mara................................. 174,300 (i) *
Jesse Clyde Nichols, III....................... 161,080 (j) *
Joseph A. Orlando.............................. 172,542 (k) *
H.E. Scruggs................................... 55,802 *
Joseph S. Steinberg............................ 28,042,592 (d)(l) 12.9%
Cumming Foundation ............................ 563,646 (m) .3%
All directors and executive officers
as a group (12 persons)...................... 54,517,471 (n) 25.0%
-------------------
* Less than .1%.
(a) The business address of Horizon Asset Management Incorporated ("Horizon")
is 470 Park Avenue South, New York, New York 10016.
(b) Based upon a Schedule 13G dated February 13, 2007 filed by Horizon.
(c) Includes 445,620 (.2%) common shares beneficially owned by Mr. Cumming's
wife (directly and through trusts for the benefit of Mr. Cumming's
children of which Mr. Cumming's wife is trustee) as to which Mr. Cumming
may be deemed to be the beneficial owner and 800,000 (.4%) common shares
which Mr. Cumming currently has the right to acquire upon exercise of
warrants. Also includes 4,550,000 shares as collateral for various lines
of credit.
(d) 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.
(e) Includes 10,250 common shares that may be acquired upon the exercise of
currently exercisable stock options and 300 (less than .1%) common shares
owned by Mr. Dougan's wife as to which Mr. Dougan disclaims beneficial
ownership.
10
(f) Includes 3,000 common shares that may be acquired upon the exercise of
currently exercisable stock options and 35,800 common shares beneficially
held by Mr. Glaubinger's private charitable foundation, as to which Mr.
Glaubinger disclaims beneficial ownership.
(g) Consists of 4,250 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(h) Includes 3,000 common shares that may be acquired upon the exercise of
currently exercisable stock options. Also includes 45,466 shares held in a
margin account.
(i) Includes 108,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(j) Includes 10,250 common shares that may be acquired upon the exercise of
currently exercisable stock options and 128,554 (less than .1%) common
shares held by a revocable trust for Mr. Nichols' benefit in a margin
account, 22,276 (less than .1%) common shares beneficially owned by Mr.
Nichols' wife (directly and indirectly through a majority owned company),
7,420 shares (less than .1%) common shares owned by Mr. Nichols' minor
children and in trusts for the benefit of Mr. Nichols' minor children as
to which Mr. Nichols may be deemed to be the beneficial owner.
(k) Includes 36,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(l) Includes 139,200 (less than .1%) common shares beneficially owned by Mr.
Steinberg's wife and daughter, 22,036,424 (10.2%) common shares held by
corporations that are wholly owned by Mr. Steinberg, or by corporations
that are wholly owned by a family trust as to which Mr. Steinberg has sole
voting and dispositive control, and 2,339,712 (1.1%) common shares held in
a trust for the benefit of Mr. Steinberg's children as to which Mr.
Steinberg may be deemed to be the beneficial owner and 800,000 (.4%)
common shares which Mr. Steinberg currently has the right to acquire upon
exercise of warrants.
(m) Mr. Cumming is a trustee and President of the foundation and disclaims
beneficial ownership of the common shares held by the foundation.
(n) Includes 300 common shares owned of record by the spouse of a director of
the Company as to which the director disclaims beneficial ownership;
1,600,000 common shares that may be acquired by Messrs. Cumming and
Steinberg pursuant to the exercise of currently exercisable warrants;
35,000 common shares that may be acquired by directors pursuant to the
exercise of currently exercisable stock options; and 195,029 common shares
that may be acquired by certain officers pursuant to the exercise of
currently exercisable stock options.
As of March 29, 2007, Cede & Co. held of record 156,756,912 common
shares (approximately 72.4% of the total number of common shares outstanding).
Cede & Co. held such shares as a nominee for broker-dealer members of The
Depository Trust Company, which conducts clearing and settlement operations for
securities transactions involving its members.
As described in our Form 10-K for the year ended December 31, 2006, our
common shares are subject to transfer restrictions that are designed to reduce
the possibility that certain changes in ownership could result in limitations on
the use of our significant tax attributes. Our certificate of incorporation
contains provisions that generally restrict the ability of a person or entity
from acquiring ownership (including through attribution under the tax law) of 5%
or more of our common shares and the ability of persons or entities now owning
5% or more of our common shares from acquiring additional common shares.
Shareholders (and prospective shareholders) are advised that, under the tax law
rules incorporated in these provisions, the acquisition of even a single common
share may be proscribed under our certificate of incorporation, given (among
other things) the tax law ownership attribution rules as well as the tax law
rules applicable to acquisitions made in coordination with or in concert with
others. The restriction will remain until the earliest of (a) December 31, 2024,
(b) the repeal of Section 382 of the Internal Revenue Code (or any comparable
successor provision) and (c) the beginning of our taxable year to which these
tax attributes may no longer be carried forward. The restriction may be waived
by our Board of Directors. Shareholders are advised to carefully monitor their
ownership of our common shares and consult their own legal advisors and/or us to
determine whether their ownership of our common shares approaches the proscribed
level.
11
EXECUTIVE COMPENSATION
[TO BE INCLUDED IN DEFINITIVE PROXY STATEMENT]
INDEMNIFICATION
Pursuant to contracts of insurance dated October 1, 2006 with Illinois
National Insurance Company, 175 Water Street, New York, New York 10038, U.S.
Specialty Insurance Company, 13403 Northwest Freeway, Houston, Texas 77040,
Westchester Fire Insurance Company, 436 Walnut Street, P.O. Box 1000,
Philadelphia, Pennsylvania 19106-3703, Twin City Fire Insurance Company,
Hartford Plaza, Hartford, Connecticut 06115, Continental Casualty Insurance
Company, 23825 Network Place, Chicago, Illinois 60673-1238, Allied World
Assurance Company (U.S.), Inc., 199 Water Street, New York, New York 10038 and
XL Specialty Insurance Company, Seaview House, 70 Seaview Avenue, Stamford,
Connecticut 06902 we maintain a combined $80,000,000 indemnification insurance
policy covering all of our directors and officers. The annual premium for the
insurance is approximately $2,340,000. As of March 29, 2007, no payments were
received under our indemnification insurance.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who beneficially own more than 10%
of a registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based solely
upon a review of the copies of the forms furnished to us and written
representations from our executive officers, directors and greater than 10%
beneficial shareholders, we believe that during the year ended December 31,
2006, all persons subject to the reporting requirements of Section 16(a) filed
the required reports on a timely basis.
12
AUDIT COMMITTEE REPORT
The following is the report of our Audit Committee with respect to our
audited financial statements for the fiscal year ended December 31, 2006.
REVIEW WITH MANAGEMENT
The Audit Committee reviewed and discussed our audited financial
statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT AUDITORS
The Audit Committee discussed the Company's audited financial statements
with management, which has primary responsibility for the financial statements.
PricewaterhouseCoopers LLP, our independent auditors, is responsible for
expressing an opinion on the conformity of the Company's audited financial
statements with accounting principles generally accepted in the United States of
America. The committee has discussed with PricewaterhouseCoopers LLP the matters
that are required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, regarding the auditor's judgments about the
quality of our accounting principles as applied in our financial reporting. The
Audit Committee also received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, and has discussed with
PricewaterhouseCoopers LLP their independence. The Audit Committee also
concluded that PricewaterhouseCoopers LLP's provision of audit and non-audit
services to the Company and its subsidiaries, as described in this Proxy
Statement, is compatible with PricewaterhouseCoopers LLP's independence.
CONCLUSION
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that our audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2006 for filing with the Securities and Exchange Commission
and selected PricewaterhouseCoopers LLP as the independent auditor for 2007.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Jeffrey C. Keil, Chairman
Paul M. Dougan
Alan J. Hirschfield
James E. Jordan
Jesse Clyde Nichols, III
THE INFORMATION CONTAINED IN THE FOREGOING REPORT SHALL NOT BE DEEMED TO
BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE
COMMISSION, NOR SHALL THE INFORMATION BE INCORPORATED BY REFERENCE INTO ANY
FUTURE FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES IT BY
REFERENCE IN A FILING.
INDEPENDENT ACCOUNTING FIRM FEES
The Audit Committee has adopted policies and procedures for
pre-approving all audit and non-audit work performed by our independent auditor,
PricewaterhouseCoopers LLP. Specifically, the committee has pre-approved certain
specific categories of work and an initially authorized annual amount for each
category. For additional services or services in an amount above the initially
authorized annual amount, additional authorization from the Audit Committee is
required. The Audit Committee has delegated to the Committee chair the ability
to pre-approve both general pre-approvals (where no specific, case-by-case
approval is necessary) and specific pre-approvals. Any pre-approval decisions
made by the Committee chair under this delegated authority will be reported to
the full Audit Committee. All requests for services to be provided by
13
PricewaterhouseCoopers LLP that do not require specific approval by the Audit
Committee must be submitted to the Chief Financial Officer of the Company, who
determines that such services are in fact within the scope of those services
that have been pre-approved by the Audit Committee. The Chief Financial Officer
reports to the Audit Committee periodically.
The following table sets forth the aggregate fees incurred by us for the
following periods relating to our independent accounting firm,
PricewaterhouseCoopers LLP:
Fiscal Year Ended
December 31,
-----------------
2006 2005
Audit Fees........................ $3,228,000 $4,602,000
Audit Related Fees................ 450,000 1,363,000
Tax Fees.......................... 682,000 581,000
All Other Fees.................... 9,000 8,000
---------- ----------
$4,369,000 $6,554,000
========== ==========
In the table above, in accordance with the SEC's definitions and rules,
Audit Fees are fees paid to PricewaterhouseCoopers LLP for professional services
for the audit of the Company's consolidated financial statements included in our
Form 10-K and review of financial statements included in our Form 10-Qs, and for
services that are normally provided by the accountants in connection with
regulatory filings or engagements. Audit Related Fees are fees for assurance and
related services that are reasonably related to the performance of the audit or
review of our financial statements and in 2006 consist of employee benefit plan
audits, compliance with regulatory matters and consulting with respect to
technical accounting and disclosure rules. Tax Fees are fees for tax compliance,
tax advice and tax planning. All Other Fees are fees for services not included
in the first three categories. All such services were approved by the Audit
Committee.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors is being submitted to shareholders because we believe that
this action follows sound corporate practice and is in the best interests of the
shareholders. If the shareholders do not ratify the selection by the affirmative
vote of the holders of a majority of the common shares voted at the meeting, the
Audit Committee of the Board of Directors will reconsider the selection of
independent auditors, but such a vote will not be binding on the Audit
Committee. If the shareholders ratify the selection, the Audit Committee, in its
discretion, may still direct the appointment of new independent auditors at any
time during the year if they believe that this change would be in our and our
shareholders' best interests.
The Board of Directors recommends that the shareholders ratify the
selection of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as the independent auditors to audit our accounts and those of
our subsidiaries for 2007. The Audit Committee approved the selection of
PricewaterhouseCoopers LLP as our independent auditors for 2007.
PricewaterhouseCoopers LLP are currently our independent auditors.
The Board of Directors recommends a vote FOR this proposal.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERAL
The Board of Directors recommends an amendment to our certificate of
incorporation to increase the number of our common shares authorized for
issuance pursuant to our certificate of incorporation from 300,000,000 to
600,000,000. If the amendment to the certificate of incorporation is approved,
an additional 300,000,000 common shares will be available for issuance.
14
As of March 29, 2007, we had outstanding 216,574,237 common shares,
after deducting 56,884,989 common shares held in treasury. In addition,
15,239,490 common shares were reserved for issuance upon conversion of the
3-3/4% Convertible Senior Subordinated Notes due 2014, 3,948,129 common shares
were reserved for issuance upon the exercise of stock options, which options
were granted or are available for grant pursuant to our Stock Option Plan and
4,000,000 common shares are reserved for issuance upon the exercise of the
Warrants issued under the Warrant Plan. Accordingly, only 83,425,763 common
shares currently are available for issuance.
REASONS FOR THE AMENDMENT
The Board of Directors has proposed the increase in the number of
authorized common shares because it deems it desirable to have additional common
shares available for issuance for general corporate purposes. The additional
common shares would be available for sale to raise capital, for further employee
benefit plans, for stock splits and stock dividends or for any other lawful
corporate purpose in the discretion of the Board of Directors. We currently have
no arrangements, commitments or understandings with respect to the issuance of
any additional common shares other than upon conversion of the convertible
senior subordinated notes or pursuant to the Stock Option Plan and the Warrant
Plan. Whether or not any proposed transaction involving the issuance of common
shares will be submitted to the shareholders for approval will be determined by
applicable law, our certificate of incorporation, our by-laws and the
regulations of any securities exchange on which common shares are listed. To the
extent that additional authorized common shares are issued in the future, they
may decrease the existing shareholders' percentage ownership and, depending on
the price at which they are issued, could be dilutive to the existing
shareholders.
The Board of Directors recommends a vote FOR this proposal.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our 2006 Annual Report to shareholders is being furnished to
shareholders concurrently herewith.
Shareholders may request a written copy of our Audit Committee Charter,
Compensation Committee Charter, Nominating and Corporate Governance Committee
Charter, our Corporate Governance Guidelines and our Code of Business Practice,
which includes our Code of Practice, by writing to our Corporate Secretary,
Laura E. Ulbrandt, at 315 Park Avenue South, New York, New York 10010. Each of
these documents is also available on our website, www.leucadia.com.
PROPOSALS BY SHAREHOLDERS
Proposals that shareholders wish to include in our proxy statement and
form of proxy for presentation at our 2008 annual meeting of shareholders must
be received by us at 315 Park Avenue South, New York, New York 10010, Attention
of Laura E. Ulbrandt, Assistant Vice President and Secretary, no later than
[December 18, 2007].
Any shareholder proposal must be in accordance with the rules and
regulations of the Securities and Exchange Commission. With respect to proposals
submitted by a shareholder other than for inclusion in our 2008 proxy statement
and related form of proxy, timely notice of any shareholder proposal must be
received by us in accordance with our by-laws and our rules and regulations no
later than [March 2, 2008]. Any proxies solicited by the Board of Directors for
the 2008 annual meeting may confer discretionary authority to vote on any
proposals notice of which is not timely received.
15
IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY, WHETHER BY MAIL,
BY THE INTERNET OR BY TELEPHONE. YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE IT
IS EXERCISED. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW ANY PROXY
(INCLUDING AN INTERNET OR TELEPHONIC PROXY) AND VOTE YOUR OWN SHARES.
By Order of the Board of Directors
Laura E. Ulbrandt
Assistant Vice President and Secretary
ANNUAL MEETING OF SHAREHOLDERS OF
LEUCADIA NATIONAL CORPORATION
MAY 15, 2007
PROXY VOTING INSTRUCTIONS
MAIL
----
DATE, SIGN AND MAIL YOUR PROXY
CARD IN THE ENVELOPE PROVIDED --------------------------------
AS SOON AS POSSIBLE. -OR- COMPANY NUMBER |
--------------------------------
TELEPHONE ACCOUNT NUMBER |
--------- --------------------------------
CONTROL NUMBER |
CALL TOLL-FREE 1-800-PROXIES --------------------------------
(1-800-776-9437) FROM ANY
TOUCH-TONE TELEPHONE AND
FOLLOW THE INSTRUCTIONS.
HAVE YOUR CONTROL NUMBER
AND THE PROXY CARD AVAILABLE
WHEN YOU CALL. -OR-
INTERNET
--------
ACCESS THE WEB PAGE AT
www.voteproxy.com AND FOLLOW
THE ON-SCREEN INSTRUCTIONS.
HAVE YOUR CONTROL NUMBER
AVAILABLE WHEN YOU ACCESS
THE WEB PAGE.
--------------------------------------------------------------------------------
YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT 1-800-PROXIES OR
WWW.VOTEPROXY.COM UP UNTIL 11:59 PM EASTERN TIME THE DAY BEFORE
THE MEETING DATE.
--------------------------------------------------------------------------------
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED
IF YOU ARE NOT VOTING VIA TELEPHONE OR THE INTERNET
================================================================================
PROXY
LEUCADIA NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING
OF SHAREHOLDERS, MAY 15, 2007 AT 10:00 A.M.
The undersigned shareholder of Leucadia National Corporation (the
"Company") hereby appoints Ian M. Cumming, Joseph S. Steinberg and Laura E.
Ulbrandt and each of them, as attorneys and proxies, each with power of
substitution and revocation, to represent the undersigned at the Annual Meeting
of Shareholders of Leucadia National Corporation to be held at
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York on May 15, 2007 at 10:00 a.m., and at any adjournment or postponement
thereof, with authority to vote all shares held or owned by the undersigned in
accordance with the directions indicated herein.
Receipt of the Notice of Annual Meeting of Shareholders dated April __,
2007, the Proxy Statement furnished herewith, and a copy of the Annual Report to
Shareholders for the year ended December 31, 2006 is hereby acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ITEMS 1, 2 AND 3 AND PURSUANT TO ITEM 4.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE
ENVELOPE PROVIDED AS SOON AS POSSIBLE.
ANNUAL MEETING OF SHAREHOLDERS
LEUCADIA NATIONAL CORPORATION
MAY 15, 2007
[Graphic] PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED [Graphic]
================================================================================
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED
BELOW AND FOR PROPOSALS 2 AND 3 AND PURSUANT TO ITEM 4. PLEASE,
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
================================================================================
ITEM 1. Election of Directors. NOMINEES
[_] FOR ALL NOMINEES [Graphic] IAN M. CUMMING
[Graphic] PAUL M. DOUGAN
[_] WITHHOLD [Graphic] LAWRENCE D. GLAUBINGER
AUTHORITY FOR ALL [Graphic] ALAN J. HIRSCHFIELD
NOMINEES [Graphic] JAMES E. JORDAN
[Graphic] JEFFREY C. KEIL
[_] FOR ALL EXCEPT [Graphic] JESSE CLYDE NICHOLS, III
(SEE INSTRUCTIONS BELOW) [Graphic] JOSEPH S. STEINBERG
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as show here:
[Graphic]
ITEM 2. Approval of the amendment to the Company's Certificate of Incorporation
increasing the number of the Company's common shares authorized for issuance to
600,000,000 common shares.
FOR AGAINST ABSTAIN
[_] [_] [_]
ITEM 3. Ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Company for 2007.
FOR AGAINST ABSTAIN
[_] [_] [_]
ITEM 4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be presented to the Meeting or any adjournment of the
Meeting.
------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be substituted via this
method.[_]
(Signature)_____________ Signature if held jointly)_____________ Dated: , 2007
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS PROXY. WHEN
SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF
THE SIGNER IS A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER, GIVING FULL TITLE AS SUCH. IF SIGNER IS A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.