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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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AMENDMENT NO. 1
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31,
1996
or
[_] AMENDMENT TO 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
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-2615557
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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COMMON SHARES, PAR VALUE $1 PER SHARE NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
7-3/4% SENIOR NOTES DUE AUGUST 15, 2013 NEW YORK STOCK EXCHANGE
8-1/4% SENIOR SUBORDINATED NOTES DUE NEW YORK STOCK EXCHANGE
JUNE 15, 2005
7-7/8% SENIOR SUBORDINATED NOTES DUE NEW YORK STOCK EXCHANGE
OCTOBER 15, 2006
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
(Cover Page continued on next page)
NYFS04...:\30\76830\0146\1197\FRM4148R.160
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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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant at March 19, 1998,
computed by reference to the closing sale price of the registrant's Common Stock
on the New York Stock Exchange on such date: $1,735,935,127.
On March 19, 1998, the registrant had outstanding 63,930,739 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
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EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in their entirety the
following Items of the Annual Report on Form 10-K of Leucadia National
Corporation (the "Company") for the fiscal year ended December 31, 1997:
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a)(1)(2) Financial Statements and Schedules.
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Report of Independent Accountants..................... F-1
Financial Statements:
Consolidated Balance Sheets at
December 31, 1997 and 1996......................... F-2
Consolidated Statements of Income
for the years ended December 31,
1997, 1996 and 1995................................ F-3
Consolidated Statements of Cash
Flows for the years ended
December 31, 1997, 1996 and 1995................... F-4
Consolidated Statements of Changes
in Shareholders' Equity for the
years ended December 31, 1997, 1996
and 1995........................................... F-6
Notes to Consolidated Financial
Statements......................................... F-7
Financial Statement Schedules:
Schedule II - Condensed Financial
Information of Registrant.......................... F-33
Schedule III - Supplementary
Insurance Information.............................. F-37
Schedule IV - Schedule of
Reinsurance........................................ F-38
Schedule V - Valuation and
Qualifying Accounts................................ F-39
Schedule VI - Schedule of Supplemental
Information for Property and
Casualty Insurance Underwriters.................... F-40
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(3) Executive Compensation Plans and Arrangements.
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1992 Stock Option Plan (filed as Annex C to the Company's
Proxy Statement dated July 21, 1992).
Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and
Joseph S. Steinberg.
Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "1993 10-K")).
Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.18 to
the 1993 10-K).
Agreement between the Company and Ian M. Cumming dated as
of December 28, 1993 (filed as Exhibit 10.19(a) to the 1993
10-K).
Escrow and Security Agreement by and among the Company, Ian
M. Cumming and Weil, Gotshal & Manges, as escrow agent,
dated as of December 28, 1993 (filed as Exhibit 10.19(b) to
the 1993 10-K).
Agreement between the Company and Joseph S. Steinberg,
dated as of December 28, 1993 (filed as Exhibit 10.20(a) to
the 1993 10-K).
Escrow and Security Agreement by and among the Company,
Joseph S. Steinberg and Weil, Gotshal & Manges, as escrow
agent, dated as of December 28, 1993 (filed as Exhibit
10.20(b) to the 1993 10-K).
Deferred Compensation Agreement between the Company and
Lawrence S. Hershfield, dated March 29, 1995 (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the Quarterly Period ended March 31, 1995).
Leucadia National Corporation Senior Executive Annual
Incentive Bonus Plan (filed as Annex D to the Company's
Proxy Statement dated October 3, 1997 (the "1997 Proxy
Statement")).
(b) Reports on Form 8-K.
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The Company filed a current report on Form 8-K dated
November 4, 1997 which set forth information under Item 5.
Other Events and Item 7. Financial Statements, Pro Forma
Financial Statements and Exhibits.
The Company filed a current report on Form 8-K dated
November 4, 1997 which set forth information under Item 2.
Acquisition or Disposition of Assets and Item 7. Financial
Statements, Pro Forma Financial Statements and Exhibits.
2
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(c) Exhibits.
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3.1 Restated Certificate of Incorporation (filed as Exhibit 5.1
to the Company's Current Report on Form 8-K dated July 14,
1993).*
3.2 Amended and Restated By-laws as amended through December 4,
1996 (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (the
"1996 10-K"))*.
4.1 The Company undertakes to furnish the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith.
10.1 1992 Stock Option Plan (filed as Annex C to the Company's
Proxy Statement dated July 21, 1992).*
10.2(a) Fourth Restatement, dated as of December 31, 1996, of the
Articles and Agreement of General Partnership of The Jordan
Company (filed as Exhibit 10.3(d) to the 1996 10-K).*
10.2(b) Articles and Agreement of General Partnership, effective as
of April 15, 1985, of Jordan/Zalaznick Capital Company
(filed as Exhibit 10.20 to the Company's Registration
Statement No. 33-00606).*
10.3 Stock Purchase and Sale Agreement dated as of April 5, 1991,
by and between FPL Group Capital Inc and the Company (filed
as Exhibit B to the Company's Current Report on Form 8-K
dated August 23, 1991).*
10.4 Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and
Joseph S. Steinberg.
10.5 Settlement Agreement between Baldwin-United Corporation and
the United States dated August 27, 1985 concerning tax
issues (filed as Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992 (the "1992 10K")).*
10.6 Acquisition Agreement, dated as of December 18, 1992, by and
between Provident Mutual Life and Annuity Company of America
and Colonial Penn Annuity and Life Insurance Company (filed
as Exhibit 10.15 to the 1992 10-K).*
10.7 Reinsurance Agreement, dated as of December 31, 1991, by and
between Colonial Penn Insurance Company and American
International Insurance Company (filed as Exhibit 10.16 to
the 1992 10-K).*
10.8 Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.17 to the
1993 10-K).*
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* Incorporated by reference.
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10.9 Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.18 to
the 1993 10-K).*
10.10(a) Agreement between the Company and Ian M. Cumming, dated as
of December 28, 1993 (filed as Exhibit 10.19(a) to the 1993
10-K).*
10.10(b) Escrow and Security Agreement by and among the Company, Ian
M. Cumming and Weil, Gotshal & Manges, as escrow agent,
dated as of December 28, 1993 (filed as Exhibit 10.19(b) to
the 1993 10-K).*
10.11(a) Agreement between the Company and Joseph S. Steinberg, dated
as of December 28, 1993 (filed as Exhibit 10.20(a) to the
1993 10-K).*
10.11(b) Escrow and Security Agreement by and among the Company,
Joseph S. Steinberg and Weil, Gotshal & Manges, as escrow
agent, dated as of December 28, 1993 (filed as Exhibit
10.20(b) to the 1993 10-K).*
10.12 Deferred Compensation Agreement between the Company and
Lawrence S. Hershfield, dated March 29, 1995 (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the Quarterly Period ended March 31, 1995).*
10.13 Amended and Restated Revolving Credit Agreement dated as of
November 3, 1997 between the Company, BankBoston, N.A. as
Administrative Agent, The Chase Manhattan Bank, as
Syndication Agent, Bank of America National Trust and
Savings Association, as Documentation Agent and the Banks
signatory thereto.
10.14 Purchase Agreement among Conseco, the Company, Charter,
Colonial Penn Group, Inc., Colonial Penn Holdings, Inc.,
Leucadia Financial Corporation, Intramerica, Colonial Penn
Franklin Insurance Company and Colonial Penn Insurance
Company dated as of April 30, 1997 (filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997).*
10.15 Purchase Agreement among GECC, the Company, Charter,
Colonial Penn Group Inc. and Colonial Penn Holdings, Inc.
dated as of June 30, 1997 (filed as Annex A to the 1997
Proxy Statement).*
10.16 Purchase Agreement by and among Allstate Life Insurance
Company, Allstate Life Insurance Company of New York,
Charter, Intramerica and the Company, dated February 11,
1998.
10.17 Leucadia National Corporation Senior Executive Annual
Incentive Bonus Plan (filed as Annex D to the 1997 Proxy
Statement).*
21 Subsidiaries of the registrant.
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* Incorporated by reference.
4
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23 Consent of independent accountants with respect to the
incorporation by reference into the Company's Registration
Statements on Form S-8 (File No. 2-84303), Form S-8 and S-3
(File No. 33-6054), Form S-8 and S-3 (File No. 33-26434),
Form S-8 and S-3 (File No. 33-30277), Form S-8 (File No.
33-61682) and Form S-8 (File No. 33- 61718).
27 Financial Data Schedule.
(d) Financial Statements of Greater than 50% Owned Entity
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Pepsi International Bottlers, LLC combined
financial statements as of December 31, 1997
and 1996 and for the year ended December 31,
1997 and for the period from inception, April
8, 1996 to December 31, 1996....................... S-1
5
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
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Registrant
By: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
Dated: April 14, 1998
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