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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
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Date of Report (Date of Earliest Event Reported): April 7, 1997
LEUCADIA NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
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(Commission File Number) (I.R.S. Employer Identification No.)
315 PARK AVENUE SOUTH, NEW YORK, N.Y. 10010
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(Address of Principal Executive Offices) (Zip Code)
(212) 460-1900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
The information set forth in the press release issued by Leucadia
National Corporation, attached hereto as Exhibit 99.1, is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
(c) Exhibits
99.1 Press release of Leucadia National Corporation dated
April 7, 1997.
1
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SIGNATURE
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 hereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
By: /s/ Barbara L. Lowenthal
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Barbara L. Lowenthal
Vice President and
Comptroller
Date: April 8, 1997
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EXHIBIT INDEX
Item No.
99.1 Press release of Leucadia National Corporation
dated April 7, 1997.
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EXHIBIT 99.1
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LEUCADIA NAIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
212-460-1900
PRESS RELEASE
FOR IMMEDIATE RELEASE
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April 7, 1997
Contact: Ruth Klindtworth
(212) 460-1900
LEUCADIA NATIONAL CORPORATION ANNOUNCES EXTENSION OF
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CONVERSION RIGHT FOR ITS 5 1/4% CONVERTIBLE SUBORDINATED
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DEBENTURES DUE 2003
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New York, New York...Leucadia National Corporation (NYSE and PSE--"LUK")
announced today that it is extending through May 12, 1997 the time during which
holders of its outstanding 5 1/4% Convertible Subordinated Debentures due 2003
may convert the Debentures into Leucadia common shares, par value $1.00 per
share (the "Common Shares"). The Debentures currently are convertible into
Common Shares at a conversion price of $28.75 per $1,000 principal amount.
The Debentures previously had been called for redemption on April 11, 1997
at a redemption price of 102.625% of principal amount, plus accrued interest
through the April 11, 1997 redemption date, for a total redemption price of
$1,036.46 per $1,000 principal amount (the "Redemption Price"). The Company
voluntarily will amend the Indenture dated as of February 1, 1993 with First
Trust National Association, as Trustee, to provide holders of the Debentures
with this extended right to convert their Debentures.
The Company is extending the right to convert the Debentures in view of
the discussions in which it is currently engaged for the sale of certain of its
insurance operations. As previously disclosed by the Company, the prices being
discussed for such insurance operations are substantially in excess of the book
value of these operations. Discussions are continuing, and therefore, any
disclosure concerning a potential transaction would be premature at this time.
However, while there can be no assurance that any transaction will be entered
into or that if entered into, any such transaction will be consummated, in view
of the potential significance such a transaction, if consummated, would have,
the Company has
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April 7, 1997
Page 2
determined to extend the right to convert through May 12, 1997 by which time the
Company believes further clarification will be possible.
Any holder of Debentures who wishes to receive the Redemption Price,
without additional interest, may do so by submitting the Debentures to the
Trustee on or after April 11, 1997 pursuant to the terms of the Notice of
Redemption previously issued by the Trustee.
Any holder of Debentures who wishes to convert such Debentures (in whole
or in part) may do so by delivering a properly completed Debenture to the
Trustee at any time on or before 5:00 p.m. New York City time May 12, 1997. Upon
such conversion, the holder will receive Common Shares based upon a conversion
price of $28.75, representing 34.78 Common Shares per $1,000 principal amount.
Any Debentures not converted on or before May 12, 1997 will be redeemed on May
12, 1997 at the original Redemption Price, without additional interest.
