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): August 23, 2007
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
As reported in Leucadia National Corporation's (the "Company") Form
10-Q for the quarter ended June 30, 2007, in June 2007, the Company completed
the acquisition of ResortQuest International, Inc. ("ResortQuest Mainland").
ResortQuest Mainland is engaged in offering management services to vacation
properties in beach and mountain resort locations in the continental U.S. and
Canada, as well as in real estate brokerage services and other rental and
property owner services. Pursuant to the terms of the stock purchase agreement,
the purchase price paid for ResortQuest Mainland is subject to adjustment to
reflect net working capital (as defined in the agreement) at closing, and
consisted of cash and an $8,000,000 10% four-year promissory note of a
subsidiary of the Company. Including estimated expenses of $1,200,000 and
estimated net working capital adjustments, for accounting purposes, the
aggregate purchase price is $15,000,000.
Set forth below under item 9.01 is certain unaudited pro forma
financial information for the six month period ended June 30, 2007 with respect
to the Company's acquisition of ResortQuest Mainland.
Item 9.01 Financial Statements and Exhibit.
Certain Pro Forma Financial Information
The accompanying unaudited pro forma consolidated statement of
operations for the six months ended June 30, 2007 is presented to reflect the
acquisition of ResortQuest Mainland (the "Acquisition") as if it had occurred on
January 1, 2006. Certain of the pro forma adjustments reflect a preliminary
allocation of the purchase price and necessarily involve certain estimates. The
Company has not finalized its allocation of the purchase price. When finalized,
any changes to the preliminary purchase price allocation could result in changes
to property and equipment, intangible assets and/or goodwill; any such changes
are not expected to be material to the Company.
The accompanying unaudited pro forma consolidated statement of
operations should be read in conjunction with the Company's historical
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K, as amended, for the year ended December 31, 2006 and
its Quarterly Report on Form 10-Q for the period ended June 30, 2007, and the
historical combined financial statements and notes thereto of ResortQuest
Mainland, which were previously filed by the Company on Form 8-K/A dated June
15, 2007. The unaudited pro forma consolidated financial statement is presented
for informational purposes only and is not necessarily indicative of actual
results had the acquisition of ResortQuest Mainland occurred as described in the
preceding paragraph, nor does it purport to represent results of future
operations.
The unaudited pro forma consolidated statement of operations is
included herein as Exhibit 99.1.
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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: August 23, 2007
LEUCADIA NATIONAL CORPORATION
/s/ Barbara L. Lowenthal
---------------------------------
Name: Barbara L. Lowenthal
Title: Vice President
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EXHIBIT INDEX
99.1 Unaudited pro forma financial information.
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