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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - May 25, 2000
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RELIANCE GROUP HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8278 13-3082071
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(State or other jurisdiction of Commission File Number) (IRS Employer
Incorporation) Identification No.)
Park Avenue Plaza, New York, New York 10055
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(Address of principal executive offices) (Zip Code)
(212) 909-1100
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(Registrant's telephone number, including area code)
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Not applicable
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(Former name or address, if changed since last report)
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Item 5. Other Events.
On May 26, 2000, Reliance Group Holdings, Inc. ("Reliance") and
Leucadia National Corporation ("Leucadia") announced that they had entered into
an Agreement and Plan of Merger, dated May 25, 2000 (the "Acquisition
Agreement"), among Reliance, Leucadia and Leucadia Acquisition Corp., a Delaware
corporation and a direct wholly-owned subsidiary of Leucadia ("Merger Sub"),
providing, upon the terms and subject to the conditions set forth therein, for
the acquisition of Reliance by Leucadia through the merger of Merger Sub with
and into Reliance, with Reliance being the surviving corporation (the
"Acquisition"). Upon consummation of the Acquisition, the separate corporate
existence of Merger Sub will cease, and the existing stockholders of Reliance
will become stockholders of Leucadia in accordance with the terms of the
Acquisition Agreement. The Acquisition Agreement is incorporated herein by
reference to Exhibit 99.1 to Schedule 13D, filed by Leucadia on June 5, 2000
with respect to the common stock of Reliance.
Pursuant to the Acquisition, each outstanding share of Reliance common
stock (other than shares held by Reliance and shares held by Leucadia or any of
its subsidiaries), par value $.10, will be converted into the right to receive
0.11059346 share of Leucadia common stock, par value $1.00 per share.
In connection with the Acquisition Agreement:
o Reliance and Leucadia have entered into a Stock Option Agreement
(the "Option Agreement"), pursuant to which Reliance granted to
Leucadia an irrevocable option to purchase up to 9.9% of the
shares of common stock of Reliance under certain circumstances at
a price of $2.50 per share. The Option Agreement is incorporated
herein by reference to Exhibit 99.2 to Schedule 13D, filed by
Leucadia on June 5, 2000 with respect to the common stock of
Reliance.
o Certain holders of approximately 33% of Reliance's outstanding
common stock (the "Reliance Holders") have entered into a
Stockholders Agreement and Irrevocable Proxy (the "Reliance
Stockholders Agreement"), pursuant to which they have agreed,
among other things, to vote their shares in favor of the
Acquisition and to grant Leucadia an option to acquire their
shares of Reliance common stock under certain circumstances at a
price of $2.50 per share. The Reliance Stockholders Agreement is
incorporated herein by reference to Exhibit 99.3 to Schedule 13D,
filed by Leucadia on June 5, 2000 with respect to the common stock
of Reliance.
o Certain holders of approximately 34% of Leucadia's outstanding
common stock have entered into a Voting Agreement and Irrevocable
Proxy (the "Leucadia Stockholders Agreement"), pursuant to which
they have agreed, among other things, to vote their shares in
favor of the Acquisition at any meeting of the holders of Leucadia
common stock that may be required by the
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rules of the New York Stock Exchange to approve the issuance of
shares of Leucadia common stock in connection with the
Acquisition. Leucadia has informed Reliance that no vote by
shareholders of Leucadia is currently anticipated to be required.
The Leucadia Stockholders Agreement is included herewith as
Exhibit 10.3.
o Leucadia has executed a Registration Rights Agreement (the
"Registration Rights Agreement") granting the Reliance Holders
certain registration rights with respect to the shares of Leucadia
common stock that they will receive pursuant to the Acquisition.
The Registration Rights Agreement is included herewith as Exhibit
10.4.
The information contained in the joint press release issued on May 26,
2000 by Reliance and Leucadia with respect to the announcement of the
Acquisition Agreement is incorporated herein by reference to Exhibit 99.1 to the
Current Report on Form 8-K, filed by Leucadia on May 26, 2000.
The foregoing description of and reference to all of the
above-mentioned agreements and documents are qualified in their entirety by
reference to the complete texts of the agreements and documents, which are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated May 25, 2000, among
Reliance Group Holdings, Inc., Leucadia National Corporation
and Leucadia Acquisition Corp. (Incorporated by reference to
Exhibit 99.1 to Schedule 13D, filed by Leucadia on June 5,
2000 with respect to the common stock of Reliance)
10.1 Stock Option Agreement, dated May 25, 2000, by and between
Reliance Group Holdings, Inc. and Leucadia National
Corporation (Incorporated by reference to Exhibit 99.2 to
Schedule 13D, filed by Leucadia on June 5, 2000 with respect
to the common stock of Reliance)
10.2 Stockholders Agreement and Irrevocable Proxy, dated May 25,
2000, among Leucadia National Corporation and certain
stockholders of Reliance Group Holdings, Inc. (Incorporated by
reference to Exhibit 99.3 to Schedule 13D, filed by Leucadia
on June 5, 2000 with respect to the common stock of Reliance)
10.3 Voting Agreement and Irrevocable Proxy, dated May 25, 2000,
among Reliance Group Holdings, Inc. and certain stockholders
of Leucadia National Corporation
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10.4 Form of Registration Rights Agreement, dated May 25, 2000,
among Leucadia National Corporation and certain stockholders
of Reliance Group Holdings, Inc.
99.1 Joint Press Release of Leucadia National Corporation and
Reliance Group Holdings, Inc., dated May 26, 2000
(Incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K, filed by Leucadia on May 26, 2000)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended Reliance Group Holdings, Inc. has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
RELIANCE GROUP HOLDINGS, INC.
By: /s/ Lowell C. Freiberg
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Name: Lowell C. Freiberg
Title: Executive Vice President
and Chief Financial Officer
Date: June 7, 2000
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated May 25, 2000, among
Reliance Group Holdings, Inc., Leucadia National
Corporation and Leucadia Acquisition Corp. (Incorporated
by reference to Exhibit 99.1 to Schedule 13D, filed by
Leucadia on June 5, 2000 with respect to the common stock
of Reliance)
10.1 Stock Option Agreement, dated May 25, 2000, by and between
Reliance Group Holdings, Inc. and Leucadia National
Corporation (Incorporated by reference to Exhibit 99.2 to
Schedule 13D, filed by Leucadia on June 5, 2000 with
respect to the common stock of Reliance)
10.2 Stockholders Agreement and Irrevocable Proxy, dated May
25, 2000, among Leucadia National Corporation and certain
stockholders of Reliance Group Holdings, Inc.
(Incorporated by reference to Exhibit 99.3 to Schedule
13D, filed by Leucadia on June 5, 2000 with respect to the
common stock of Reliance)
10.3 Voting Agreement and Irrevocable Proxy, dated May 25,
2000, among Reliance Group Holdings, Inc. and certain
stockholders of Leucadia National Corporation
10.4 Form of Registration Rights Agreement, dated May 25, 2000,
among Leucadia National Corporation and certain
stockholders of Reliance Group Holdings, Inc.
99.1 Joint Press Release of Leucadia National Corporation and
Reliance Group Holdings, Inc., dated May 26, 2000
(Incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K, filed by Leucadia on May 26, 2000)
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