SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-5721
LEUCADIA NATIONAL CORPORATION
(Exact name of registrant as specified in its Charter)
New York 13-2615557
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
315 Park Avenue South, New York, New York 10010-3607
(Address of principal executive offices) (Zip Code)
(212) 460-1900
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, at August 7, 1996: 60,320,225
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and December 31, 1995
(Dollars in thousands, except par value)
JUNE 30, December 31,
1996 1995
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Available for sale (aggregate cost of $2,478,038 and $2,618,363) $ 2,463,389 $ 2,664,471
Trading securities (aggregate cost of $54,295 and $52,153) 51,840 55,702
Held to maturity (aggregate fair value of $65,032 and $65,416) 65,333 64,546
Policyholder loans 18,233 17,768
Other long-term investments, including accrued interest income 81,599 77,994
----------- -----------
Total investments 2,680,394 2,880,481
Cash and cash equivalents 374,929 266,158
Reinsurance receivable, net 260,759 261,267
Trade, notes and other receivables, net 539,418 497,753
Prepaids and other assets 238,228 238,306
Property, equipment and leasehold improvements, net 104,882 111,374
Deferred policy acquisition costs 112,693 92,144
Deferred income taxes 114,932 103,466
Separate and variable accounts 515,617 472,837
Investments in associated companies 208,281 184,088
----------- -----------
Total $ 5,150,133 $ 5,107,874
=========== ===========
LIABILITIES
Customer banking deposits $ 211,020 $ 203,061
Trade payables and expense accruals 198,570 209,362
Other liabilities 154,477 134,772
Income taxes payable 40,950 39,596
Policy reserves 1,947,598 1,971,080
Unearned premiums 475,929 434,773
Separate and variable accounts 514,601 472,837
Debt, including current maturities 495,524 520,862
----------- -----------
Total liabilities 4,038,669 3,986,343
----------- -----------
Minority interest 9,062 10,040
----------- -----------
SHAREHOLDERS' EQUITY
Common shares, par value $1 per share, authorized 150,000,000 shares;
60,316,825 and 60,163,824 shares issued and outstanding, after
deducting 54,343,521 and 54,319,654 shares held in treasury 60,317 60,164
Additional paid-in capital 160,506 159,914
Net unrealized gain (loss) on investments (8,522) 30,086
Retained earnings 890,101 861,327
----------- -----------
Total shareholders' equity 1,102,402 1,111,491
----------- -----------
Total $ 5,150,133 $ 5,107,874
=========== ===========
</TABLE>
See notes to interim consolidated financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the periods ended June 30, 1996 and 1995
(Unaudited)
For the Three Month For the Six Month
Period Ended June 30, Period Ended June 30,
--------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
REVENUES:
Insurance revenues and commissions $ 257,994 $ 242,562 $ 509,879 $ 477,522
Manufacturing 40,208 43,642 78,585 88,806
Finance 12,701 13,630 26,012 26,780
Investment and other income 64,449 77,563 137,088 144,565
Net securities gains (losses) 3,281 (640) 11,575 (228)
--------- --------- --------- ---------
378,633 376,757 763,139 737,445
--------- --------- --------- ---------
EXPENSES:
Provision for insurance losses and policy benefits 218,880 208,237 432,855 405,065
Amortization of deferred policy acquisition costs 25,772 24,210 53,429 47,363
Manufacturing cost of goods sold 29,583 34,951 57,947 69,212
Interest 13,387 12,608 27,282 24,405
Salaries 22,644 22,088 45,666 43,613
Selling, general and other expenses 51,023 50,382 105,538 100,084
--------- --------- --------- ---------
361,289 352,476 722,717 689,742
--------- --------- --------- ---------
Income before income taxes 17,344 24,281 40,422 47,703
--------- --------- --------- ---------
Income taxes:
Current 1,818 3,270 4,305 4,346
Deferred 2,353 3,602 7,343 9,625
--------- --------- --------- ---------
4,171 6,872 11,648 13,971
--------- --------- --------- ---------
Net income $ 13,173 $ 17,409 $ 28,774 $ 33,732
========= ========= ========= =========
Earnings per common and dilutive common equivalent share $ .22 $ .30 $ .48 $ .58
===== ===== ===== =====
Fully diluted earnings per common share $ .22 $ .29 $ .48 $ .57
===== ===== ===== =====
</TABLE>
See notes to interim consolidated financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
(Thousands of dollars)
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 28,774 $ 33,732
Adjustments to reconcile net income to net cash (used for) provided by operations:
Provision for deferred income taxes 7,343 9,625
Depreciation and amortization of property, equipment and leasehold improvements 9,332 8,876
Other amortization 56,734 47,181
Provision for doubtful accounts 7,895 7,714
Net securities (gains) losses (11,575) 228
(Gain) on disposal of real estate, property and equipment (2,436) (2,102)
(Gain) on sale of Transportation Capital Corp. (1,516) -
Equity in losses of associated companies 5,703 705
Purchases of investments classified as trading (165,240) (58,813)
Proceeds from sales of investments classified as trading 164,419 72,383
Deferred policy acquisition costs incurred and deferred (64,060) (63,167)
Net change in:
Reinsurance receivable 392 40,279
Trade, notes and other receivables (52,927) (49,358)
Prepaids and other assets (32,879) (22,046)
Trade payables and expense accruals (10,974) (13,398)
Other liabilities 20,307 10,867
Income taxes payable 1,237 4,371
Policy reserves (12,981) (9,602)
Unearned premiums 38,417 53,326
Other 887 1,567
------------ -----------
Net cash (used for) provided by operating activities (13,148) 72,368
------------ -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate, property, equipment and leasehold improvements (15,101) (24,506)
Proceeds from disposals of real estate, property and equipment 15,879 10,523
Advances on loan receivables (68,581) (84,955)
Investment in Providential Life in 1996 and MK Gold Company in 1995 (11,194) (37,889)
Principal collections on loan receivables 71,382 62,151
Purchases of investments (other than short-term) (1,032,215) (674,636)
Proceeds from maturities of investments 336,569 224,158
Proceeds from sales of investments 860,614 596,065
------------ -----------
Net cash provided by investing activities 157,353 70,911
------------ -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings 322 10,068
Net change in customer banking deposits 7,983 14,365
Net change in policyholder account balances (21,950) (10,369)
Issuance of long-term debt, net of issuance costs 8,799 101,485
Reduction of long-term debt (30,588) (857)
----------- ----------
Net cash (used for) provided by financing activities (35,434) 114,692
----------- ----------
Net increase in cash and cash equivalents 108,771 257,971
Cash and cash equivalents at January 1, 266,158 252,495
----------- ----------
Cash and cash equivalents at June 30, $ 374,929 $ 510,466
=========== ==========
</TABLE>
See notes to interim consolidated financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the six months ended June 30, 1996 and 1995
(Unaudited)
Net
Common Unrealized
Shares Additional Gain
$1 Par Paid-In (Loss) on Retained
Value Capital Investments Earnings Total
----- ------- ----------- -------- -----
(Thousands of dollars)
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995 $ 56,100 $ 98,175 $ (41,309) $ 768,849 $ 881,815
Exercise of options to purchase
common shares 277 1,334 1,611
Purchase of stock for treasury (22) (509) (531)
Net change in unrealized gain (loss)
on investments 58,777 58,777
Net income 33,732 33,732
-------- --------- --------- --------- -----------
BALANCE, JUNE 30, 1995 $ 56,355 $ 99,000 $ 17,468 $ 802,581 $ 975,404
======== ========= ========= ========= ===========
BALANCE, JANUARY 1, 1996 $ 60,164 $ 159,914 $ 30,086 $ 861,327 $ 1,111,491
Exercise of options to purchase
common shares 177 1,144 1,321
Purchase of stock for treasury (24) (552) (576)
Net change in unrealized gain (loss)
on investments (38,608) (38,608)
Net income 28,774 28,774
-------- --------- --------- --------- -----------
BALANCE, JUNE 30, 1996 $ 60,317 $ 160,506 $ (8,522) $ 890,101 $ 1,102,402
======== ========= ========= ========= ===========
</TABLE>
See notes to interim consolidated financial statements.
-5-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited interim consolidated financial statements, which reflect all
adjustments (consisting only of normal recurring items) that management
believes necessary to present fairly results of interim operations, should
be read in conjunction with the Notes to Consolidated Financial Statements
(including the Summary of Significant Accounting Policies) included in the
Company's audited consolidated financial statements for the year ended
December 31, 1995, which are included in the Company's Annual Report filed
on Form 10-K for such year (the "1995 10-K"). Results of operations for
interim periods are not necessarily indicative of annual results of
operations. The consolidated balance sheet at December 31, 1995 was
extracted from the audited annual financial statements and does not
include all disclosures required by generally accepted accounting
principles for annual financial statements.
Certain amounts for prior periods have been reclassified to be consistent
with the 1996 presentation.
2. In April 1996, the Company formed a joint venture (the "JV") with PepsiCo,
Inc. whereby the JV will be the exclusive bottler and distributor of
PepsiCo beverages in a large portion of central and eastern Russia,
Kyrgyzstan and Kazakstan. The JV will be capitalized with equity
contributions of approximately $79,000,000 by the Company and $26,500,000
by PepsiCo. As of June 30, 1996, the Company contributed $27,000,000; the
balance will be funded in stages over the next several months to meet the
JV's needs.
The Company has a 75% economic interest in the JV and PepsiCo owns the
remaining 25%. Under the terms of the joint venture agreement, the Company
and PepsiCo have equal voting rights over all significant aspects of the
JV's operations. Accordingly, since the Company does not control the JV
despite its larger economic interest, the Company accounts for its share
of the JV's operating results under the equity method of accounting.
During the second quarter of 1996 the Company recorded $2,780,000 of
losses from the Company's equity interest in the JV, which is reflected in
investment and other income.
3. Earnings per common and dilutive common equivalent share were calculated
by dividing net income by the sum of the weighted average number of common
shares outstanding and the incremental weighted average number of shares
issuable upon exercise of outstanding options and warrants for the periods
they were outstanding. The number of shares used to calculate primary
earnings per share amounts was 60,569,000 and 58,587,000 for the six month
periods ended June 30, 1996 and 1995, respectively, and 60,552,000 and
58,591,000 for the three month periods ended June 30, 1996 and 1995,
respectively.
Fully diluted earnings per share were calculated as described above and,
for 1995, also assumes the outstanding 5 1/4% Convertible Subordinated
Debentures due 2003 had been converted into Common Shares and earnings
increased for the interest on such debentures, net of the income tax
effect. Conversion was not assumed for the 1996 periods since the effect
of such assumed conversion would have been to increase earnings per share.
The number of shares used to calculate fully diluted earnings per share
was 60,569,000 and 62,140,000 for the six month periods ended June 30,
1996 and 1995, respectively, and 60,552,000 and 62,218,000 for the three
month periods ended June 30, 1996 and 1995, respectively.
4. Cash paid (received) for interest and income taxes (net of refunds) was
$29,316,000 and $3,075,000, respectively, for the six month period ended
June 30, 1996 and $25,472,000 and ($20,000), respectively, for the six
month period ended June 30, 1995.
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INTERIM OPERATIONS.
The following should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the 1995
10-K.
LIQUIDITY AND CAPITAL RESOURCES
During each of the six month periods ended June 30, 1996 and 1995, the Company
operated profitably and, in 1995, net cash was provided from operations. For the
six month period ended June 30, 1996, net cash was used for operations,
principally to settle the Proposition 103 liability described below and to
reinsure a block of single premium deferred annuity business.
During the six month period ended June 30, 1996, the Company did not utilize its
bank credit agreement facilities, except for certain minor amounts borrowed to
meet daily cash requirements.
In December 1995, the Company entered into an agreement with the California
Department of Insurance to settle its Proposition 103 liability for $17,700,000.
The settlement did not exceed reserves established in prior years.
The Company paid the settlement amount during the first quarter of 1996.
In April 1996, the Company formed a joint venture (the "JV") with PepsiCo, Inc.
whereby the JV will be the exclusive bottler and distributor of PepsiCo
beverages in a large portion of central and eastern Russia, Kyrgyzstan and
Kazakstan. In return for an equity contribution of approximately $79,000,000, of
which $27,000,000 was contributed as of June 30, 1996, the Company received a
75% economic interest in the JV and PepsiCo owns the remaining 25%. The
remaining equity contribution will be funded in stages over the next several
months to meet the JV's needs. During the period that the JV is building
production and distribution capacity and market share, the Company believes the
JV will continue to experience operating losses.
In July 1996, the Company committed to invest up to $25 million for a
substantial equity interest in a real estate project in Brooklyn, New York,
consisting of an 809,000 square foot office building, garage and Marriott hotel,
which is being constructed. The Company's equity investment is expected to be
contributed toward the end of the two year construction period. The Empire Group
has agreed to lease approximately 286,500 square feet of the office space, for
which it will receive certain benefits primarily from the City of New York with
a present value of approximately $36 million.
During 1996, the Company sold certain "available for sale" securities and
invested the proceeds in securities with longer duration. As more fully
described in the 1995 10-K, securities classified as "available for sale" are
carried at fair value with unrealized gains and losses reflected as a separate
component of shareholders' equity, net of taxes. Principally as a result of
increases in market interest rates during 1996, the unrealized gain on
investments at the end of 1995 decreased to an unrealized loss of $8,522,000 as
of June 30, 1996. While this has resulted in a decrease in shareholders' equity
and book value per share, it had no effect on results of operations or cash
flows.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INTERIM OPERATIONS, continued.
RESULTS OF OPERATIONS
THE 1996 PERIODS COMPARED TO THE 1995 PERIODS
Earned premium revenues of the Colonial Penn P&C Group were $252,708,000 and
$235,189,000 for the six month periods ended June 30, 1996 and 1995,
respectively, and $126,011,000 and $120,022,000 for the three month periods
ended June 30, 1996 and 1995, respectively. The increase in earned premiums
principally resulted from growth in voluntary automobile business. Earned
premiums from voluntary automobile policies were 6.9% higher during the six
month period ended June 30, 1996 compared to the six month period ended June 30,
1995, and voluntary automobile policies in force at June 30, 1996 increased 3.0%
from December 31, 1995. The premium growth reflects the Group's continued
ability to generate new business that exceeds lapsed business, a continuing
trend that began during the first quarter of 1995.
Earned premium revenues and commissions of the Empire Group were $168,913,000
and $157,342,000 for the six month periods ended June 30, 1996 and 1995,
respectively, and $84,376,000 and $79,621,000 for the three month periods ended
June 30, 1996 and 1995, respectively. The increase in earned premiums
principally relates to higher premium rates charged on certain lines of
business, particularly related to increased minimum automobile liability
coverage required by New York State in 1996, partially offset by a decrease in
the number of policies in force. The Empire Group is continuing its program,
which began in the fourth quarter of 1995, of raising prices to cover increased
loss costs in certain lines of business and reducing volume in business lines
that have not been profitable. Although operating results for the Empire Group
decreased for the six month period ended June 30, 1996 compared to the same
period in 1995, the results for the three month period ended June 30, 1996 were
slightly improved compared to the three month period ended June 30, 1995.
The Company's loss ratios for its property and casualty operations were as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
Loss Ratio:
GAAP 87.5% 88.3% 86.7% 86.4%
SAP 86.1% 83.9% 84.5% 84.0%
Expense Ratio:
GAAP 17.2% 14.7% 17.8% 15.8%
SAP 15.7% 14.8% 16.0% 15.4%
Combined Ratio:
GAAP 104.7% 103.0% 104.5% 102.2%
SAP 101.8% 98.7% 100.5% 99.4%
The combined ratios reflect less favorable claims experience due to severe
winter storms and greater aggregate catastrophe losses estimated at
approximately $3,000,000 and $1,900,000 for the six month periods ended June 30,
1996 and 1995, respectively. Additionally, the combined ratios of the Colonial
Penn P&C Group increased as a result of conservative loss reserving policies on
new voluntary automobile business and, in the first quarter of 1996, a
retroactive adjustment to its New Jersey automobile pool involuntary assignment
offset in part by a favorable settlement of a special risk claim. The costs
incurred to acquire new business combined with the Colonial Penn P&C Group's
aforementioned conservative loss reserving policies, depress operating results
while the business grows. The combined ratios of the Empire Group also reflect
reserve strengthening in certain lines of business and for the six month period
ended June 30, 1996, an unusually high assessment from the New York State
workers' compensation fund, severance benefits for certain employees and a
reduction in the estimate of fees earned as a servicing carrier for the New York
Public Automobile Pool and assigned risk business. The difference between the
SAP and GAAP combined ratios principally reflects adjustments to SAP
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INTERIM OPERATIONS, continued.
reinsurance reserves and, in 1996 the accounting for certain expenses which are
treated differently under SAP and GAAP.
Earned premium revenues of the life and health insurance operations were
$88,258,000 and $84,991,000 for the six month periods ended June 30, 1996 and
1995, respectively, and $47,607,000 and $42,919,000 for the three month periods
ended June 30, 1996 and 1995, respectively. Premium revenues and provision for
insurance losses and policy benefits of the life and health operations reflect
the acquisition of Providential Life Insurance Company in April 1996 and the
growth of the Graded Benefit Life product, partially offset by the continued
run-off of the agent sold Medicare supplement business, which had less favorable
loss experience in 1996. The operating results of this segment were not
materially different in the six month period ended June 30, 1996 compared to the
same period in 1995.
Manufacturing revenues decreased in the 1996 periods principally due to the sale
of a division, the closing of a factory and the discontinuance of certain
non-performing product lines, all of which occurred in 1995. However, gross
profit and pre-tax results for this segment improved in the 1996 periods
compared to the 1995 periods primarily due to manufacturing and operating
efficiencies, particularly at the bathroom vanities division. In addition,
during the three month period ended June 30, 1996, the Company recorded charges
of $2,600,000 related to the sale and shutdown of two divisions. Exclusive of
these charges, this segment was profitable in the six month period ended June
30, 1996.
Finance revenues and operating profits reflect the level of consumer instalment
loans. Such loans approximated $255,475,000 at June 30, 1996 and $278,391,000 at
December 31, 1995. Operating profit declined in the six month period ended June
30, 1996 compared to the six month period ended June 30, 1995 principally due to
greater losses on automobile loans and increased interest expense on customer
banking deposits. The Company has continued to experience increased competition
in its automobile lending business resulting in reduced volume and increased
loan losses. The Company has recently tightened its underwriting standards in an
effort to improve its loan loss experience. In addition, the Company is
currently implementing changes to its automobile lending program to preserve its
presence in the marketplace. The Company is unable to predict if these changes
will improve its ability to generate increased loan volume on a profitable
basis.
Investment and other income declined in the 1996 periods compared to the 1995
periods primarily due to the Company's recognition of losses from its equity
investments in the PepsiCo JV of approximately $2,780,000 and MK Gold Company of
approximately $3,900,000. This reduction was partially offset by a gain of
approximately $1,500,000 from the sale of its subsidiary, Transportation Capital
Corp., and increased gains from sales of real estate properties. The Company's
equity in the earnings of Caja de Ahorro y Seguro S.A. for the six month periods
ended June 30, 1996 and 1995 were not material. In 1995, the Company recorded a
gain, net of expenses, of approximately $3,800,000 related to the settlement of
certain litigation.
Higher interest expense in the 1996 periods compared to the 1995 periods
principally reflects the increased level of outstanding public debt. Interest
expense also reflects the level of deposits at the Company's banking and
industrial loan subsidiaries and an increase in interest rates related to those
deposits.
The increase in selling, general and other expenses in the six month period
ended June 30, 1996 compared to the six month period ended June 30, 1995
principally reflects operating expenses of real estate properties, the estimated
loss on disposal of the Fibers division discussed above and recognition of
$2,700,000 of excess trading stamp liability in the six month period ended June
30, 1995.
The 1996 and 1995 provisions for income taxes reflect reductions for the
resolution of certain federal income tax contingencies and, for the six month
period ended June 30, 1995, a reduction for the favorable resolution of a state
tax matter.
-9-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INTERIM OPERATIONS, continued.
The number of shares used to calculate primary earnings per share amounts was
60,569,000 and 58,587,000 for the six month periods ended June 30, 1996 and
1995, respectively, and 60,552,000 and 58,591,000 for the three month periods
ended June 30, 1996 and 1995, respectively. The number of shares used to
calculate fully diluted earnings per share amounts was 60,569,000 and 62,140,000
for the six month periods ended June 30, 1996 and 1995, respectively, and
60,552,000 and 62,218,000 for the three month periods ended June 30, 1996 and
1995, respectively. The change in the number of shares utilized in calculating
per share amounts was principally related to the exercise of previously granted
warrants to the Company's Chairman and President, the selling of such shares in
an underwritten public offering and the exercise by the underwriters of an over
allotment option, all of which occurred in September 1995. In addition, for
fully diluted per share amounts, the 5 1/4% Convertible Subordinated Debentures
due 2003 were not assumed to have been converted in 1996 since the effect of
such assumed conversion would have been to increase earnings per share.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
The Annual Meeting of Shareholders of the Company was held on May
14, 1996. At the meeting:
1. The following persons were elected as Directors of the Company
to serve until the next Annual Meeting or until their
successors are elected and qualified.
Name Votes For Votes Withheld
---- ---------- --------------
Ian M. Cumming 50,407,321 65,030
Joseph S. Steinberg 50,407,321 65,030
Paul M. Dougan 50,405,986 66,365
Lawrence D. Glaubinger 50,436,301 36,050
James E. Jordan 50,437,149 35,202
Jesse Clyde Nichols, III 50,437,293 35,058
2. An amendment to the Company's 1992 Stock Option Plan to limit
to 300,000 the maximum number of the Company's common shares,
par value $1.00 per share, with respect to which options and/or
rights may be granted under the 1992 Stock Option Plan to any
individual in any one taxable year was approved by the
shareholders, as follows:
Votes For 49,594,459
Votes Against 465,808
Abstentions 410,484
Broker Non-Votes 0
3. The selection of Coopers & Lybrand L.L.P. as independent
auditors to audit the Consolidated Financial Statements of the
Company and its subsidiaries for the year ended December 31,
1996 was ratified by the shareholders, as follows:
Votes For 50,374,144
Votes Against 53,942
Abstentions 42,665
Broker Non-Votes 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A) EXHIBITS.
27 Financial Data Schedule.
B) REPORTS ON FORM 8-K.
None
-11-
<PAGE>
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 thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
(Registrant)
Date: August 13, 1996 By /s/ Barbara L. Lowenthal
---------------------------
Barbara L. Lowenthal
Vice President and Comptroller
(Chief Accounting Officer)
-12-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial
information extracted from the financial
statements contained in the body of the
accompanying Form 10-Q and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-Mos
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-END> Jun-30-1996
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0
0
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</TABLE>
