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): April 20, 2008
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Item 3.02.
Unregistered Sales of Equity Securities.
Pursuant to a privately
negotiated Investment Agreement and a standstill letter agreement,
each dated April 20, 2008, between Leucadia National Corporation (the
“Company”) and Jefferies Group, Inc.
(“Jefferies”), copies of which are filed herewith as
exhibits 10.1 and 10.2 and are incorporated herein by reference (the
“Agreements”), on April 21,
2008, the Company sold to Jefferies 10,000,000 of the Company’s common shares,
representing 4.3% of the Company’s common shares outstanding after giving effect to the
transaction. In exchange for the Company’s shares, the Company (i) acquired 26,585,310 shares of
common stock of Jefferies, representing 19.98% of the 133,059,610 shares of Jefferies common stock
currently outstanding, (ii) received $100,021,000, (iii) agreed to limit its investment in Jefferies
to not more than 30% of the outstanding Jefferies shares for the next
two years and (iv) received the right to nominate two directors to
the board of Jefferies until April 21, 2010, as a result of which Ian M.
Cumming, the Company’s Chairman, and Joseph S. Steinberg, a director of the Company and its
President, were appointed to fill two newly created vacancies on the Jefferies board of directors
as designees of the Company. On Friday, April 18, 2008, the last trading date prior to the date of
the Agreements, the Jefferies common stock closed at $14.98 per share and the Company common shares
closed at $53.36 per share. The issuance of the 10,000,000 common
shares of the Company to Jefferies was effected in a private
placement transaction exempt from the registration requirements of
the Securities Act of 1933 pursuant to Section 4(2) thereof.
Jefferies, a company listed on the NYSE (Symbol: JEF), is a full-service global investment bank and
institutional securities firm serving companies and their investors. The Jefferies shares acquired
pursuant to the Agreements, when added to the 4,265,800 shares of Jefferies common stock previously
acquired by the Company in open market purchases for $74,226,000, together with the Company’s
representation on the Jefferies board of directors, enables the Company to qualify for using the
equity method of accounting for this investment. As of
April 21, 2008, the Company owned an aggregate of 30,851,110 Jefferies common shares (approximately
19.3% of the shares of common stock outstanding after giving effect to the transaction), for a
total investment of $474,205,000.
As previously disclosed by the Company, a subsidiary of the Company and Jefferies and certain of
its affiliates, each own 50% of the voting securities of Jefferies High Yield Holdings, LLC (“JHYH”), and affiliates of
Jefferies have provided investment banking services to the Company. The Company has invested
$350,000,000 in JHYH and is currently committed to an additional investment of $250,000,000,
subject to Jefferies prior request. Pursuant to the Agreements, any request for additional capital
investment in JHYH from the Company will require the unanimous consent of the Jefferies board
(including the vote of the Company’s designees to the Jefferies board).
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
| |
(1) |
|
The following audited financial statements of Jefferies are included herein as Exhibit
99.1: |
2