Edgar Filing: LEUCADIA INC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________
SCHEDULE 13G (RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ___________
(Amendment No. __)*
AVISTAR COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share		05379X208
(Title of class of securities)		(CUSIP number)
November 5, 2008

(Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) x Rule 13d-1(c) o Rule 13d-1(d)
__________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on Following Pages Page 1

CUSIP No.

05379X208

13G

Page 2 of 10

1	NAME OF REPORTING PERSONS:			Leucadia National Corporation
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:			New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER:		0
		6	SHARED VOTING POWER:		5,714,2855^*
		7	SOLE DISPOSITIVE POWER:		0
		8	SHARED DISPOSITIVE POWER:		5,714,285^*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:				5,714,2855^*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*					o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):					14.2%^*
12	TYPE OF REPORTING PERSON:			CO

_________________________________

* Percentage ownership is based on an aggregate of 40,282,090 shares of common stock deemed to be outstanding, consisting of 34,567,805 shares of common stock of Avistar Communications Corporation outstanding on November 10, 2008, together with an aggregate of 5,714,285 shares of common stock that the Reporting Person may be deemed to beneficially own pursuant to Rule 13d-3 as a result of the ownership of $4,000,000 aggregate principal amount of Avistar’s 4.5% Convertible Subordinated Secured Notes due 2010 (the “Notes”) because the Notes are convertible beginning January 4, 2009.

CUSIP No.

05379X208

13G

Page 3 of 10

1	NAME OF REPORTING PERSONS:			Phlcorp, Inc.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:			Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER:		0
		6	SHARED VOTING POWER:		5,714,285^*
		7	SOLE DISPOSITIVE POWER:		0
		8	SHARED DISPOSITIVE POWER:		5,714,2855^*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:				5,714,2855^*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*					o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):					14.2%^*
12	TYPE OF REPORTING PERSON:			CO

_________________________________

CUSIP No.

05379X208

13G

Page 4 of 10

1	NAME OF REPORTING PERSONS:			Baldwin Enterprises, Inc.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)					(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:			Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER:		0
		6	SHARED VOTING POWER:		5,714,285^*
		7	SOLE DISPOSITIVE POWER:		0
		8	SHARED DISPOSITIVE POWER:		5,714,2855^*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:				5,714,2855^*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*					o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):					14.2%^*
12	TYPE OF REPORTING PERSON:			CO

_________________________________

ITEM 1.

NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE

OFFICES

(a) and (b) This Statement on Schedule 13G (the “Schedule 13G”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Avistar Communications Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1875 S. Grant Street, 10th Floor, San Mateo, California 94402.

ITEM 2.

NAME OF PERSON FILING

(a)

Name of Persons Filing:

(i)

Leucadia National Corporation (“Leucadia”)

(ii)

Phlcorp, Inc. (“Phlcorp”)

(iii)

Baldwin Enterprises, Inc. (“Baldwin” and collectively with Leucadia and Phlcorp, the “Reporting Persons”)

(b)

Address of Principal Business Office or, if None, Residence:

The principal business office of each of the Reporting Persons listed in Item 2(a) is as follows:

The principal business office of Leucadia National Corporation is 315 Park Avenue South, New York, New York 10010.

The principal business office of Phlcorp, Inc. is 529 East South Temple, Salt Lake City, Utah 84102.

The principal business office of Baldwin Enterprises, Inc. is 529 East South Temple, Salt Lake City, Utah 84102.

(c), (d) and (e) For information with respect to citizenship of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above, and the response to Item 1(a) and (b) above.

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR

(c), CHECK WHETHER THE PERSON FILING IS:

(a) o Broker or dealer registered under Section 15 of the Exchange Act.

(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.

(d) o Investment company registered under Section 8 of the Investment Company Act.

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

Page 5

(f) o An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) o A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

ITEM 4.

OWNERSHIP

(a) – (c) The response of each of the Reporting Persons to Items 5 through 11 of each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 5, 2008, is incorporated herein by reference. The percentage ownership of each Reporting Person is based on an aggregate of 40,282,090 shares of Common Stock deemed to be outstanding, consisting of 34,567,805 shares of Common Stock outstanding on November 10, 2008, together with an aggregate of 5,714,285 shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant to Rule 13d-3 as a result of the ownership of $4,000,000 aggregate principal amount of the Issuer’s 4.5% Convertible Subordinated Secured Notes due 2010 (the “Notes”) because the Notes are convertible beginning January 4, 2009.

Phlcorp, by virtue of its status as the sole stockholder of Baldwin, may be deemed to share with Baldwin the power to vote or direct the vote and to dispose or direct the disposition of all of the shares of Common Stock of which Baldwin is the direct beneficial owner. Leucadia, by virtue of its status as the sole stockholder of Phlcorp, may be deemed to share with Phlcorp the power to vote or direct the vote and to dispose or direct the disposition of all of the shares of Common Stock of which Baldwin is the direct beneficial owner.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following |_|.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER

PERSON

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH

ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT

HOLDING COMPANY OR CONTROL PERSON

Not applicable.

Page 6

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.

CERTIFICATION

(a)

Not applicable.

(b) By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of page intentionally left blank]

Page 7

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:

December 5, 2008

LEUCADIA NATIONAL CORPORATION

By:	/s/ Barbara L. Lowenthal
	Name:	Barbara L. Lowenthal
	Title:	Vice President

PHLCORP, INC.

By:	/s/ Barbara L. Lowenthal
	Name:	Barbara L. Lowenthal
	Title:	Vice President

BALDWIN ENTERPRISES, INC.

By:	/s/ Barbara L. Lowenthal
	Name:	Barbara L. Lowenthal
	Title:	Vice President

Page 8

EXHIBIT INDEX

Exhibit No.		Document
1		Joint Filing Agreement, dated December 5, 2008, among Leucadia National Corporation, Phlcorp, Inc. and Baldwin Enterprises, Inc., to file this joint statement on Schedule 13G.

Page 9