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): June 1, 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 1.01. Entry into a Material Definitive Agreement.
The response to this Item is contained in the response to Item 2.01 below.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 1, 2007, BEI-RZT Corporation ("BEI-RZT"), an indirect wholly-owned
subsidiary of Leucadia National Corporation (the "Company"), completed the
acquisition of all of the issued and outstanding capital stock of ResortQuest
International, Inc., a Delaware corporation, from Gaylord Hotels, Inc., pursuant
to a stock purchase agreement entered into on June 1, 2007 between BEI-RZT,
Gaylord Hotels, Inc., and Gaylord Entertainment Company (the "Agreement"). Prior
to this transaction, ResortQuest International sold its Hawaiian subsidiaries;
as a result, BEI-RZT only acquired the continental United States and Canadian
subsidiaries of ResortQuest International, Inc., referred to as 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 Agreement, the contractual purchase price of
$35,000,000 will be adjusted to reflect net working capital (as defined in the
Agreement) at closing, and is payable in cash and an $8,000,000 10% four-year
promissory note of BEI-RZT. At closing, estimated net negative working capital
of $16,400,000 reduced the cash portion payable at closing by BEI-RZT to
$10,600,000; this amount is subject to final adjustment once the actual closing
date net working capital is determined. For accounting purposes, assuming no
change to estimated net working capital, the aggregate purchase price was
$18,600,000, excluding expenses.
The Company is reporting this acquisition pursuant to Instruction 4 (ii) of
Item 2.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment by August 17, 2007.
(b) Pro Forma Financial Information.
To be filed by amendment by August 17, 2007.
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: June 6, 2007
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
----------------------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
3