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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 15)
Olympus Capital Corporation
(formerly Prudential Financial Services Corporation)
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(Name of Issuer)
Common Stock, 744324510 4
Par Value $1.00 per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.,
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 21, 1994
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 744324 5104 13D
1 NAME OF REPORTING PERSON: Charter National Life Insurance
Company
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Missouri
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 85,900
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 85,900
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 85,900
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 744324 5104 13D
1 NAME OF REPORTING PERSON: LNC Investments, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 453,991
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 453,991
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 453,991
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.6%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 744324 5104 13D
1 NAME OF REPORTING PERSON: Leucadia, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 453,991
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 453,991
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 453,991
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.6%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 744324 5104 13D
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 539,891
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 539,891
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 539,891
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.4%
14 TYPE OF REPORTING PERSON: CO
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This Statement constitutes Amendment No. 15 to the Statement
on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by Leucadia National Corporation, and its
subsidiaries, Leucadia, Inc., LNC Investments, Inc. and Charter
National Life Insurance Company with respect to the Common Stock, par
value $1.00 per share of Olympus Capital Corporation (formerly
Prudential Financial Services Corporation) (the "Company"). This
Amendment No. 15 is the first amendment to the Schedule 13D since the
Company became an EDGAR filer. Accordingly, this Amendment No. 15
restates, in pertinent part, the Schedule 13D as follows:
Item 1. Security and Issuer.
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This Statement relates to the common stock, par value $1.00
per share (the "Common Stock") of Olympus Capital Corporation
(formerly Prudential Financial Services Corporation) (the "Company").
The address of the principal executive office of the Company is 115
South Main Street, Salt Lake City, Utah 84111. This Schedule 13D is
being filed by Leucadia National Corporation ("Leucadia"), and its
subsidiaries, Leucadia, Inc. ("LI"), LNC Investments, Inc. ("LNC") and
Charter National Life Insurance Company ("Charter"). Charter, LNC, LI
and Leucadia shall be referred to herein as the "Beneficial Owners".
Item 2. Identity and Background.
-----------------------
(a)-(c) Charter is a joint stock life insurance company
organized under the laws of Missouri with its principal office at 8301
Maryland Avenue, St. Louis, Missouri 63105. Charter's principal
business is the marketing of variable annuities. Charter is a wholly-
owned subsidiary of Leucadia.
LNC is a Delaware corporation with its principal office at
103 Springer Building, 3411 Silverside Road, Wilmington, Delaware
19810. LNC's primary business is investing in earning assets
(including loans and advances to other subsidiaries of Leucadia) on a
short term and long term basis. All of LNC's outstanding shares are
owned by LI.
LI is a New York corporation with its principal office at
315 Park Avenue South, New York, New York 10010. LI is principally
engaged in manufacturing and holds equity in a number of other
companies engaged in non-financial and financial areas. All of LI's
outstanding shares are owned by Leucadia.
Leucadia is a New York corporation with its principal office
at 315 Park Avenue South, New York, New York 10010. Leucadia is a
financial services company principally engaged, through its
subsidiaries, in personal and commercial lines of property and
casualty insurance, life and health insurance primarily marketed
directly to older individuals, banking and lending, incentive services
and manufacturing.
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For additional information with respect to the Beneficial
Owners, see Appendix A (previously filed with the Schedule 13D) which
also sets forth the following information with respect to each
executive officer of each of the Beneficial Owners: (i) name; (ii)
business address; (iii) principal occupation and employment; (iv) name
of any corporation or other organization in which such employment is
conducted, together with the principal business and address of any
such corporation or organization other than the Beneficial Owners, for
which such information is set forth above.
(d)-(f) During the last five years, none of the Beneficial
Owners and, to their knowledge, none of the other persons identified
pursuant to paragraphs (a) through (c) of this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such individual was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or
finding any violation with respect to such laws, except as set forth
in Appendix A (previously filed with the Schedule 13D) which contains
a description of certain litigation involving certain of the
Beneficial Owners. To the knowledge of the Beneficial Owners, each of
the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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The funds used by Charter to purchase the 85,900 shares of
Common Stock which it currently owns were derived from the working
capital of Charter.
The funds used by LNC to purchase the 453,991 shares of
Common Stock which it currently owns were derived from advances made
by Leucadia. Leucadia derived these funds from its working capital.
Item 4. Purpose of Transaction.
----------------------
Leucadia has acquired its 539,891 shares of Common Stock in
order to obtain an equity position in the Company.
By letter dated November 27, 1985, the Federal Home Loan
Bank Board notified certain of the Beneficial Owners that prior to
November 27, 1986 they could acquire up to 24.9% of the Common Stock
of the Company. Further regulatory filings and/or approvals would be
necessary in order for the Beneficial Owners to materially alter or
attempt to so alter the operations or policies of the Company or its
subsidiary, to effect a
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corporate reorganization of either the Company or its subsidiary, or
to control or seek to control the election of a majority of the board
of directors of either the Company or its subsidiary, or for the
Beneficial Owners to exercise a controlling influence over the manage-
ment or policies of either the Company or its subsidiary. Leucadia
has no present plans to exert influence over the management of the
Company.
Subject to the foregoing and to the agreement described in
Item 6 of the Schedule 13D, which is incorporated herein by reference,
and depending upon prevailing conditions, Leucadia may determine to
dispose of shares of Common Stock held by the Beneficial Owners in the
open market, in privately negotiated transactions with third parties
or otherwise or may seek to acquire additional shares of Common Stock
from time to time, in the open market or in privately negotiated
transactions (subject to availability of shares at prices deemed
favorable to Leucadia).
Except as set forth above, the Beneficial Owners have no
present plans or intentions that would result in or relate to any of
the transactions described in paragraphs (a) through (j) of this Item
4 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of July 25, 1994, the Beneficial Owners owned the
following shares of the Company's Common Stock:
(i) Charter is the direct owner of 85,900 shares of
Common Stock. The 85,900 shares represent approximately 2.8% of the
3,099,639 shares of Common Stock outstanding as reported by the
Company in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994 (the "Form 10-Q").
(ii) LNC is the direct owner of 453,991 shares of
Common Stock. The 453,991 shares represent approximately 14.6% of the
outstanding Common Stock as reported by the Company on the Form 10-Q.
(iii) By virtue of its ownership of all of the
outstanding voting securities of LNC, LI is, for the purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by LNC.
(iv) By virtue of its ownership of all of the
outstanding voting securities of LI and Charter, Leucadia is, for the
purposes of this Schedule 13D, a beneficial owner of all of the shares
of Common Stock beneficially owned by LI and Charter.
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(v) Except as set forth in subparagraphs (i) through
(iv) of this Item 5(a), to the best knowledge of the Beneficial
Owners, none of the other persons identified pursuant to Item 2 of the
Schedule 13D beneficially owns any shares of the Company's Common
Stock.
(b) Charter and Leucadia share the power to vote and
dispose of all of the shares of Common Stock beneficially owned by
Charter. LNC, LI and Leucadia share the power to vote and dispose of
all of the shares of Common Stock beneficially owned by LNC.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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In connection with an Agreement of Merger ("Merger Agreement")
dated on or about July 22, 1994 by and among Washington Mutual Savings
Bank ("WMSB"), Washington Mutual Federal Savings Bank, the Company and
Olympus Bank, FSB, pursuant to which the Company will be merged with
and into WMSB (the "Merger"), Leucadia has entered into a Letter
Agreement (the "Agreement") dated July 21, 1994 with WMSB, a copy of
which is filed herewith as Exhibit 2, pursuant to which Leucadia has
agreed, if it is necessary to preserve pooling-of-interests accounting
treatment for the Merger, to not sell, assign, transfer or otherwise
dispose of (or enter into an agreement to so act) (i) any shares of
the Company's Common Stock owned by Leucadia during the 30 days
preceding the effective date of the Merger (the "Effective Date") or
(ii) any of the stock that Leucadia may receive in connection with the
Merger ("Merger Stock") until such time as consolidated financial
results covering at least 30 days of post-Merger combined operations
of WMSB and the Company have been published by WMSB in accordance with
applicable accounting rules.
Pursuant to the Agreement, Leucadia has also agreed (i) to
vote all of the Company's Common Stock that Leucadia owns so as to
approve and adopt the Merger at any shareholder meeting of the
Company; (ii) to deliver to the Company all of the Company's Common
Stock that Leucadia owns at least 30 days before the Effective Date;
(iii) that all of the Merger Stock that Leucadia may receive will bear
a restrictive legend and that WMSB's transfer agent may be given
appropriate instructions so as to prohibit the transfer of the Merger
Stock; and (iv) that until the Merger Agreement is terminated,
Leucadia will not sell
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or transfer any of the Company's Common Stock except in open market
transactions or in privately negotiated transactions in which the
ultimate beneficial owner will acquire fewer than 30,000 shares,
provided that such transactions comply with the other terms of the
Agreement. If the Merger Agreement is terminated, Leucadia will have
no further obligations under the Agreement.
Except as described in this Schedule 13D, as amended, there
are no contracts, arrangements, understanding or relationships with
respect to any securities of the Company (i) among the Beneficial
Owners and, to the best of their knowledge, any of the other persons
identified pursuant to Item 2 above and (ii) between (a) the
Beneficial Owners and, to the best of their knowledge, any of the
other persons identified pursuant to Item 2 above and (b) any other
person, other than the agreement previously filed as Exhibit 1.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Agreement among the Beneficial Owners with respect to
the filing of this Schedule 13D (previously filed).
2. Letter Agreement dated July 21, 1994 between Leucadia,
LI, LNC and Charter, and WSMB (filed herewith).
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SIGNATURE
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After reasonable inquiry, and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: July 29, 1994
LEUCADIA NATIONAL CORPORATION
LEUCADIA, INC.
LNC INVESTMENTS, INC.
CHARTER NATIONAL LIFE
INSURANCE COMPANY
By:/s/ Thomas E. Mara
---------------------------------
Thomas E. Mara,
President of LNC Investments, Inc.,
Executive Vice President of
Leucadia National Corporation and
Leucadia, Inc. and Vice President
of Charter National Life Insurance
Company
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EXHIBIT INDEX
Exhibit No. Document Page
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99.1 Agreement among the Beneficial
Owners with respect to the filing
of this Schedule 13D (previously
filed).
99.2 Letter Agreement dated July 21, 1994
between Leucadia National Corporation
Leucadia, Inc., LNC Investments,
Inc. and Charter National Life Insurance
Company, and Washington Mutual Savings
Bank (filed herewith).
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Leucadia National Corporation
315 Park Avenue South
New York, New York 10010-3679
(212) 460-1900
Fax (212) 598-4869
July 21, 1994
Washington Mutual Savings Bank
1201 Third Avenue
Seattle, Washington 98101
Attention: Mr. Craig E. Tall
Ladies and Gentlemen:
The undersigned ("Shareholder") has been advised that you require from
Shareholder certain assurances and representations in connection with
an Agreement of Merger dated on or about July 22, 1994 (the "Merger
Agreement") to be entered into among Washington Mutual Savings Bank
("WMSB"), Washington Mutual Savings Bank, Olympus Capital Corporation
("Olympus") and Olympus Bank, a Federal Savings Bank, under which
Olympus will be merged with and into WMSB (the "Merger"). As a holder
of common stock, par value $1.00 per share, of Olympus, Shareholder
will be entitled to receive shares of WMSB, par value $1.00 per share
(the "Merger Stock"), to be issued in connection with the Merger.
Shareholder has been advised that WMSB intends to treat the Merger as
a pooling of interests for accounting purposes and that Shareholder
may be deemed (but does not hereby concede that Shareholder is) an
"affiliate" of Olympus within the meaning of SEC Accounting Series
Release No. 130, as amended by Release 135 ("ASR 135").
1. Shareholder agrees that if it is necessary to preserve
pooling-of-interests accounting treatment for the Merger, Shareholder
will not, and will not enter into any agreement to,
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Washington Mutual Savings Bank
July 21, 1994
Page 2
sell, assign, transfer or otherwise dispose of (i) any shares of
Olympus common stock owned by Shareholder during the 30 days preceding
the effective date of the Merger (the "Effective Date") or (ii) any of
the Merger Stock received by Shareholder until such time as
consolidated financial results covering at least 30 days of post-
Merger combined operations of WMSB and Olympus have been published by
WMSB in accordance with ASR 135 and other applicable accounting rules,
provided that WMSB shall use all reasonable efforts to publish such
financial statements twenty (20) days after the first full month
(having at least 30 calendar days) following the Effective Date if
such month is not the last month of the calendar quarter.
2. Shareholder further agrees to vote all Olympus shares owned
by Shareholder to approve and adopt the Merger in at any Olympus
shareholders' meeting, one of the purposes of which is to vote on the
Merger.
3. Shareholder further agrees that all certificates of Olympus
common stock owned by Shareholder will be delivered to Olympus at
least 30 days before the Effective Date and that all certificates of
Merger Stock received by Shareholder in exchange for the common stock
of Olympus held by Shareholder as a result of the Merger, may bear a
restrictive legend and that WMSB's transfer agent may be given
appropriate instructions to prohibit the transfer of my Merger stock.
4. Shareholder further agrees that until the Merger Agreement
is terminated, Shareholder will not sell or transfer any shares of
Olympus common stock except in open market transactions or in
privately negotiated transactions in which the ultimate beneficial
owner will acquire fewer than 30,000 shares, provided that any such
sale or transfer may be made only if it complies with Section 1 hereof
for so long as Section 1 is applicable.
5. If the Merger Agreement is terminated, Shareholder will
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Washington Mutual Savings Bank
July 21, 1994
Page 3
have no further obligations under this letter after the date of such
termination.
Very truly yours,
LNC INVESTMENTS, INC.
/s/Thomas E. Mara
----------------------------------------
Thomas E. Mara
President
CHARTER NATIONAL LIFE INSURANCE COMPANY
/s/Thomas E. Mara
----------------------------------------
Thomas E. Mara
Vice President
LEUCADIA NATIONAL CORPORATION
/s/Thomas E. Mara
----------------------------------------
Thomas E. Mara
Executive Vice President
and Treasurer
LEUCADIA, INC.
/s/Thomas E. Mara
---------------------------------------
Thomas E. Mara
Executive Vice President
and Treasurer
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