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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): May 18, 1998
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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
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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
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and Exhibits
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(c) Exhibits
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99.1 Press release of Leucadia National Corporation dated May
18, 1998.
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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/ Joseph A. Orlando
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Joseph A. Orlando
Vice President and
Chief Financial Officer
Date: May 18, 1998
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EXHIBIT INDEX
Item No.
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99.1 Press release of Leucadia National Corporation dated
May 18, 1998.
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LEUCADIA NATIONAL CORPORATION
315 Park Ave. South
New York, New York 10010
212-460-1900
PRESS RELEASE
For Immediate Release
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Contact: L. Ulbrandt
212-460-1900
LEUCADIA NATIONAL CORPORATION
ANNOUNCES PLAN TO STUDY
RECAPITALIZATION
New York, New York -- May 18, 1998. Leucadia National Corporation (NYSE and PCX:
"LUK") today said that it is studying a possible restructuring of the Company's
capitalization.
The possible restructuring will be discussed at tomorrow's annual shareholders
meeting. Ian M. Cumming, Chairman, stated that, as a result of the current state
of asset valuations in the world and the tremendous growth in the Company's
assets, particularly its cash, he and Joseph S. Steinberg, President, have
concluded that they are not comfortable being responsible for investing the
large amount of shareholders' funds now held by the Company. As a result, the
Company announced that it is studying a recapitalization as a way of returning
to shareholders in a tax efficient manner a significant amount of shareholder
value. A recapitalization is presently contemplated to include a significant
cash payment and may include the distribution to shareholders of the Company's
subsidiary, Empire Insurance Company, a New York property and casualty company.
The Company has not determined the specific form any such recapitalization may
take. Depending upon the structure of the recapitalization, its implementation
may require the making of an offer to purchase to, or the consent or waiver
from, the holders of the Company's outstanding senior subordinated public debt,
as well as shareholder approval and regulatory approval. Any such offer to
purchase would be made pursuant to the indentures governing such indebtedness
and would be at a price of 101% of principal amount.
No assurances can be given that a recapitalization will be approved by the
Company, or, if approved, that it will be consummated.
