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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. 2)
MK GOLD COMPANY
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(Name of Issuer)
Common Stock, par value $.01 per 55305P100
share
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, N.Y. 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
June 6, 1995
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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.
(Continued on following page(s))
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CUSIP No. 55305P100 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) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
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: 9,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 9,000,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE None
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 9,000,000
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): 46.4%
14 TYPE OF REPORTING PERSON: CO
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This constitutes Amendment No. 2 to the Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission (the
"SEC") on May 23, 1995 by Leucadia National Corporation ("Leucadia"),
with respect to the shares of common stock, par value $.01 per share
(the "Common Stock") of MK Gold Company (the "Company"). Unless
otherwise indicated, all capitalized terms used herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction
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On June 6, 1995, Leucadia purchased the Shares pursuant to
the terms of the Stock Purchase Agreement.
Also on June 6, 1995, Leucadia purchased at par 100% of
CIBC, Inc.'s interest, as Lender, under the $20 million credit
facility to the Company, of which approximately $15 million was
outstanding, and released the Seller and certain of Seller's
affiliates from their guaranty obligations related to such credit
facility.
Effective June 6, 1995, Leucadia's three designees, Ian M.
Cumming and Joseph S. Steinberg (Leucadia's principal executive officers
and principal shareholders) and G. Frank Joklik, the retired President
and CEO of Kennecott Corporation, were elected to the Company's Board of
Directors as a result of vacancies created by the resignation of two
directors affiliated with Seller and an increase in the size of the total
Board to eight directors. Messrs. Cumming, Steinberg and Joklik were
elected to the class of directors whose terms expire in 1995 (and
expect to be nominees for re-election at the Company's 1995
Annual Meeting as directors whose terms expire in 1998).
Item 7. Materials to be Filed as Exhibits.
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4. Amendment No. 1, dated June 6, 1995, to the Amended and
Restated Escrow and Security Agreement between Seller, Leucadia, the
Collateral Agent and the Escrow Agent.
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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.
Dated: June 7, 1995
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
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Title: Vice President and
Comptroller
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EXHIBIT INDEX
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Exhibit No. Document
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4. Amendment No. 1, dated June 6, 1995, to the Amended and Restated
Escrow and Security Agreement between Seller, Leucadia, the Collateral
Agent and the Escrow Agent.
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Exhibit 4
Conformed Execution Copy
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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
ESCROW AND SECURITY AGREEMENT
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ESCROW AND
SECURITY AGREEMENT, dated as of May 12, 1995 ("Escrow Agreement"), by
and among LEUCADIA NATIONAL CORPORATION, a New York corporation
("Buyer"), MORRISON KNUDSEN CORPORATION, a Delaware corporation
("Seller"), MELLON BANK, N.A., as Collateral Agent (as defined herein)
for the MK Lenders (as defined herein) and Weil, Gotshal & Manges (a
partnership including professional corporations) ("Escrow Agent").
All capitalized terms used herein without definition shall have the
meanings given to them in the Escrow Agreement.
Section 3(a) of the Escrow Agreement is hereby amended and
restated in its entirety to read as follows:
"On the business day immediately following receipt by
Escrow Agent of Disbursing Instructions in the form
attached as Annex A hereto executed by Buyer, Escrow
Agent shall send to Seller and the Collateral Agent
notice in the form attached hereto as Annex A-1 of
receipt of such Disbursing Instructions. If within two
business days of receipt of such Disbursing
Instructions, Escrow Agent has not received (i) notice
from Seller or the Collateral Agent that it disputes
the release of the Escrowed Property in accordance with
such Disbursing Instructions or (ii) notice from each
of Seller and the Collateral Agent that it consents to
the release of the Escrowed Property in accordance with
such Disbursing Instructions, then on the third
business day following receipt by Escrow Agent of such
Disbursing Instructions or such earlier date as may be
mutually agreed to by all parties hereto, Escrow Agent
(i) shall release to the Collateral Agent from the Cash
Collateral Account the US $22,500,000 purchase price
set forth in the Stock Purchase Agreement and (ii)
shall release to Buyer the Escrowed Shares, with stock
powers duly endorsed in blank, and the Escrowed
Distributions, if any, including the balance remaining
in the Cash Escrow Account after release of funds to
Seller pursuant to (a)(i) above and (iii) shall release to
Seller the MK Lenders' Consent; and
This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be an original and all of which
together shall constitute one and the same Amendment No. 1.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day of June, 1995.
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LEUCADIA NATIONAL CORPORATION
By:
--------------------------------
Title:
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MORRISON KNUDSEN CORPORATION
By:
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Title:
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MELLON BANK, N.A., as Collateral
Agent for the MK Lenders
By:
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Title:
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ESCROW AGENT: WEIL, GOTSHAL & MANGES
By:
--------------------------------
(A Member of the Firm)
NYFS04...:\30\76830\0001\570\AMD6025J.110
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Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
Attn: Stephen E. Jacobs, Esq.
Reference is made to that certain Amended and Restated
Escrow Agreement, dated as of May 12, 1995 by and among Leucadia
National Corporation ("Buyer"), Morrison Knudsen Corporation
("Seller"), Mellon Bank, N.A. as Collateral Agent and Weil, Gotshal &
Manges as Escrow Agent (the "Escrow Agreement"). All capitalized
terms used herein without definition shall have the meanings ascribed
thereto in the Escrow Agreement.
The undersigned hereby acknowledges receipt of notice from
the Escrow Agent in the form attached hereto.
The undersigned hereby consents to the immediate release of
the Escrowed Property by the Escrow Agent as follows: (a) release to
the Collateral Agent US$22,500,000 of the Escrowed Funds from the Cash
Escrow Account established under the Escrow Agreement, (b) release to
Buyer (i) the Escrowed Shares, together with stock powers duly
endorsed in blank, from the Share Escrow Account established under the
Escrow Agreement, and (ii) the Escrowed Distributions, if any,
including the balance remaining in the Cash Escrow Account after
release of funds to Seller pursuant to (a) above and (c) release to
Seller the MK Lenders' Consent.
MORRISON KNUDSEN CORPORATION
By:
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Title:
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MELLON BANK, N.A., as
Collateral Agent for the MK Lenders
By:
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Title:
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NYFS04...:\30\76830\0001\570\AMD6025J.110
