<PAGE>
As filed with the Securities and Exchange Commission on June 2, 1995
Registration No. 33-59463
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Amendment No. 3
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------
Leucadia National Corporation
(Exact Name of Registrant as Specified in its Charter)
New York 13-2615557
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
315 Park Avenue South
New York, N.Y. 10010-3607
(212) 460-1900
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
JOSEPH A. ORLANDO
Vice President and Comptroller
Leucadia National Corporation
315 Park Avenue South
New York, N.Y. 10010-3607
(212) 460-1900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN E. JACOBS, ESQ. GERALD S. TANENBAUM, ESQ.
Weil, Gotshal & Manges MICHAEL A. BECKER, ESQ.
767 Fifth Avenue Cahill Gordon & Reindel
New York, New York 10153 80 Pine Street
(212) 310-8000 New York, New York 10005
(212) 701-3000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Registrant in connection
with the securities being registered are as follows:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . $ 34,483
Accounting Fees and Expenses . . . . . . . 75,000
Printing and Photocopying . . . . . . . . 25,000
Legal Fees and Expenses . . . . . . . . . 200,000
Blue Sky Fees and Expenses . . . . . . . . 25,000
Fees of Trustees . . . . . . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . 10,517
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Total Expenses . . . . . . . . . . $ 375,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 722 through 725 of the New York Business Corporation
Law (the "Business Corporation Law") provide that a corporation may
indemnify, with certain limitations and exceptions, a director or
officer as follows: (1) in a derivative action, against his
reasonable expenses, including attorneys' fees but excluding certain
settlement costs, actually and necessarily incurred by him in
connection with the defense thereof, or an appeal therein, if such
director or officer acted, in good faith, for a purpose which he
reasonably believed to be in (or in the case of service for another
corporation, not opposed to) the best interests of the corporation;
and (2) in a civil or criminal non-derivative action or proceeding
including a derivative action by another corporation, partnership or
other enterprise in which any director or officer of the indemnifying
corporation served in any capacity at the indemnifying corporation's
request, against judgments, fines, settlement payments and reasonable
expenses, including attorneys' fees, incurred as a result thereof, or
any appeal therein, if such director or officer acted in good faith,
for a purpose which he reasonably believed to be in (or, in the case
of service for any other corporation, not opposed to) the best
interests of the corporation and, in criminal actions and proceedings,
in addition, had no reasonable cause to believe that his conduct was
unlawful. Such indemnification is a matter of right where the
director or officer has been successful on the merits or otherwise,
and otherwise may be granted upon corporate authorization or court
award as provided in the statute.
Section 721 of the Business Corporation Law provides that
indemnification arrangements can be established for directors and
officers, by contract, by-law, charter provision, action of
shareholders or board of directors, on terms other than those
specifically provided by Article 7 of the Business Corporation Law,
provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to
which he was not legally entitled. Article V of the Company's By-Laws
provides for the indemnification, to the full extent authorized by
law, of any person made or threatened to be made a party in any civil
or criminal action or proceeding by reason of the fact that he, his
testator or intestate is or was a director or officer of the Company.
II-1<PAGE>
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Section 726 of the Business Corporation Law provides that a
corporation may obtain insurance to indemnify itself and its directors
and officers. The Company maintains an insurance policy providing
both directors and officers liability coverage and corporate
reimbursement coverage.
Article Sixth of the Company's Certificate of Incorporation
contains a charter provision eliminating or limiting director
liability for monetary damages arising from breaches of fiduciary
duty, subject only to certain limitations imposed by statute.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------- -----------
1 -Form of Underwriting Agreement.***
2.1 -Stock Purchase Agreement, as amended, dated as of May
12, 1995, by and among the Company and Morrison Knudsen
Corporation (filed as Exhibit 1 to the Schedule 13D
relating to MK Gold Company filed by the Company on
May 23, 1995).*
4.1 -Form of Indenture, dated as of ________, 1995, between
the Company and The First National Bank of Boston, as
Trustee, in respect of the Company's % Senior
Subordinated Notes due 2005.***
4.2 -Form of Senior Subordinated Note (included in the form
of Indenture to be filed as Exhibit 4.1 to this
Registration Statement).***
5 -Opinion of Weil, Gotshal & Manges.
12 -Statement of Computation of Ratio of Earnings to Fixed
Charges.***
23.1 -Consent of Coopers & Lybrand L.L.P.***
23.2 -Consent of Weil, Gotshal & Manges (included in the
opinion to be filed as Exhibit 5 to this Registration
Statement).
24 -Power of Attorney.***
25 -Statement of Eligibility and Qualification of The
First National Bank of Boston, as Trustee on Form
T-1 with respect to the % Senior Subordinated
Notes due 2005.***
28 -Schedule P of the 1994 Annual Statement to Insurance
Departments of the Colonial Penn Insurance Company
and Affiliated Property/Casualty Insurers and the
Empire Insurance Company, Principal Insurer (filed
as Exhibit 28 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994).*
------------
* Incorporated by reference.
** To be filed by amendment.
*** Previously filed.
II-2
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions in
Item 15 above, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4),
or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act (the "Act") in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly
caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
and State of New York, on this 2nd day of June, 1995.
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
-------------------------------
Joseph A. Orlando
Vice President and
Comptroller
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons on behalf of the registrant and in the capacities indicated,
on the date set forth above.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <S> <C>
* Chairman of the Board June 2, 1995
- --------------------------- (Principal Executive Officer)
(Ian M. Cumming)
* President and Director June 2, 1995
- ---------------------------- (Principal Executive Officer)
(Joseph S. Steinberg)
/s/ Joseph A. Orlando Vice President and Comptroller June 2, 1995
- ---------------------------- (Principal Financial and
(Joseph A. Orlando) Accounting Officer)
* Director June 2, 1995
- ----------------------------
(Paul M. Dougan)
* Director June 2, 1995
- ----------------------------
(Lawrence D. Glaubinger)
* Director June 2, 1995
- ----------------------------
(James E. Jordan)
* Director June 2, 1995
- ----------------------------
(Jesse Clyde Nichols, III)
</TABLE>
*By: /s/ Joseph A. Orlando
-------------------------------
Joseph A. Orlando
(Attorney-in-Fact)
II-4<PAGE>
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EXHIBIT INDEX
Exemption
Exhibits Indication
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1 -Form of Underwriting Agreement.***
2.1 -Stock Purchase Agreement, as amended, dated as
of May 12, 1995, by and among the Company and
Morrison Knudsen Corporation (filed as
Exhibit 1 to the Schedule 13D relating to MK
Gold Company filed by the Company on
May 23, 1995).*
4.1 -Form of Indenture, dated as of
___________, 1995, between the Company and
The First National Bank of Boston, as Trustee,
in respect of the Company's % Senior
Subordinated Notes due 2005.***
4.2 -Form of Senior Subordinated Notes
(included in the form of Indenture to be filed
as Exhibit 4.1 to this Registration Statement).***
5 -Opinion of Weil, Gotshal & Manges.
12 -Statement of Computation of Ratio of
Earnings to Fixed Charges.***
23.1 -Consent of Coopers & Lybrand L.L.P.***
23.2 -Consent of Weil, Gotshal & Manges
(included in the opinion to be filed as
Exhibit 5 to this Registration Statement).
24 -Power of Attorney.***
25 -Statement of Eligibility and Qualification
of The First National Bank of Boston, as
Trustee on Form T-1 with respect to the %
Senior Subordinated Notes due 2005.***
28 -Schedule P of the 1994 Annual
Statement to Insurance Departments of
the Colonial Penn Insurance Company
and Affiliated Property/Casualty Insurers
and the Empire Insurance Company, Principal
Insurer (filed as Exhibit 28 to the
Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994).*
----------
* Incorporated by reference.
** To be filed by amendment.
*** Previously filed.
<PAGE>
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
June 2, 1995
Leucadia National Corporation
315 Park Avenue South
New York, New York 10010
Re: Leucadia National Corporation -
Registration Statement on Form S-3
(No. 33-59463)
----------------------------------
Gentlemen:
We have acted as counsel to Leucadia National Corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission of the Company's Registration
Statement on Form S-3, File No. 33-59463 (as amended, the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to $100,000,000 principal amount of the Company's
Senior Subordinated Notes due 2005 (the "Securities").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement, the form of Underwriting Agreement (the
"Underwriting Agreement") between the Company and Jefferies & Company,
Inc., CS First Boston Corporation and PaineWebber Incorporated, the
form of Indenture (the "Indenture") between the Company and The First
National Bank of Boston, as Trustee, pursuant to which the Securities
will be issued, and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of
public officials and of officers and representatives of the Company,
and have made such inquiries of such officers and representatives as
we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us
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Leucadia National Corporation
June 2, 1995
Page 2
as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the
qualifications stated herein, we are of the opinion that the
Securities are duly authorized and, when duly executed on behalf of
the Company, authenticated by the Trustee under the Indenture and
issued and sold in accordance with the terms of the Underwriting
Agreement and as described in the Registration Statement, will be
validly issued and will constitute legal and binding obligations of
the Company in accordance with their terms and the terms of the
Indenture, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair-dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the
State of New York and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those
opinions may not be used or relied upon by any other person, nor may
this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent. We hereby consent to the use of
this letter as an exhibit to the Registration Statement. We further
consent to any and all references to our firm in the Prospectus which
is a part of said Registration Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES
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