As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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 Identification No.)
incorporation or organization)
--------------------------
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------
LEUCADIA NATIONAL CORPORATION 1999 STOCK OPTION PLAN
AS AMENDED THROUGH MAY 16, 2000
(Full Title of Plan)
--------------------------
JOSEPH A. ORLANDO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
NEW YORK, NEW YORK 10010
(212) 460-1900
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
--------------------------
Copy to:
STEPHEN E. JACOBS, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
--------------------------
NY2:\979290\04
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value $1.00 per share 1,200,000 shares (1) $27.90625(2) $33,487,500 $8,840.70
===================================================================================================================================
</TABLE>
(1) This registration statement also covers an indeterminate number of common
shares that may be issued by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 of the Securities Act of
1933.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the common
shares as reported on the New York Stock Exchange Composite Tape on
December 1, 2000.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Leucadia will send or give the documents containing the
information specified in Part I of Form S-8 to employees as specified by Rule
428(b)(1) under the Securities Act of 1933. Leucadia is not required to file
these documents with the Commission either as part of this registration
statement or as reoffer prospectuses or reoffer prospectus supplements under
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Under the cover of this Form S-8 is a reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act and
pursuant to General Instruction C to Form S-8. The reoffer prospectus may be
used for reoffers and resales of Leucadia's common shares which have been
issued, or are issuable upon the exercise of options granted under the 1999
Stock Option Plan, which may constitute "control securities" and/or "restricted
securities."
i
<PAGE>
REOFFER PROSPECTUS
------------------
LEUCADIA NATIONAL CORPORATION
125,250 COMMON SHARES UNDER THE
LEUCADIA NATIONAL CORPORATION 1999 STOCK OPTION PLAN
AS AMENDED THROUGH MAY 16, 2000
This prospectus relates to 125,250 of our common shares that
may be sold from time to time by the selling shareholders named in this
prospectus. These common shares will be acquired pursuant to the exercise of
options that have been granted by us pursuant to the Leucadia National
Corporation 1999 Stock Option, as amended through May 16, 2000.
The selling shareholders may sell the shares from time to time
on or off the New York Stock Exchange at prevailing market prices or at
negotiated prices. Sales may be made through brokers or to dealers, who are
expected to receive customary commissions or discounts.
The selling shareholders and any agents or broker-dealers that
participate with the selling shareholders in the distributions of the shares may
be considered "underwriters" within the meaning of the Securities Act, and, in
that event, any commissions received by them and any profit on the resale of the
shares may be considered underwriting commissions or discounts under the
Securities Act.
Our common shares are traded on the New York Stock Exchange
under the symbol "LUK." On December 7, 2000, the closing price of our common
shares on the Exchange was $30.625 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated December 8, 2000
<PAGE>
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. OUR COMMON SHARES ARE NOT BEING
OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FROM OF THOSE DOCUMENTS.
------------
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE INFORMATION.................................... 2
LEUCADIA .............................................................. 4
USE OF PROCEEDS........................................................ 4
SELLING SHAREHOLDERS................................................... 4
PLAN OF DISTRIBUTION................................................... 5
LEGAL MATTERS.......................................................... 6
EXPERTS .............................................................. 6
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with
the Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also do so at the following regional offices of the
Commission:
o Seven World Trade Center, 13th Floor, New York, New York 10048
o Northwest Atrium Center, 5000 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at: http://www.sec.gov. Copies of these reports, proxy
statements and other information also can be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, NY 10005, and at the offices
of the Pacific Stock Exchange, 301 Pine Street, San Francisco, CA 94106.
2
<PAGE>
We have filed with the SEC a registration statement on Form
S-8 under the Securities Act. This prospectus, which is a part of the
registration statement, does not include all the information contained in the
registration statement and its exhibits. For further information with respect to
Leucadia and its common shares, you should consult the registration statement
and its exhibits. Statements contained in this prospectus concerning the
provisions of any documents are summaries of those documents, and we refer you
to the document filed with the SEC for more information. The registration
statement and any of its amendments, including exhibits filed as a part of the
registration statement or an amendment to the registration statement, are
available for inspection and copying as described above.
The SEC allows us to "incorporate by reference" the
information we file with them. This means that we can disclose important
information to you by referring you to the other information we have filed with
the SEC. The information that we incorporate by reference is considered to be
part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information.
The following documents filed by us with the SEC pursuant to
Section 13 of the Exchange Act of 1934 (File No. 1-5721 ) and any future filings
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior to the
termination of the offering are incorporated by reference.
1. Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
2. Our Current Reports on Form 8-K dated May 26, 2000,
July 19, 2000 and November 13, 2000.
3. Our Quarterly Reports on Form 10-Q dated May 11,
2000, August 11, 2000 and November 14, 2000.
4. The description of our common shares, which is
contained in our registration statement no. 33-57054,
including any amendment or report filed for the
purpose of updating the description.
We will provide without charge to each person to whom a copy of this
prospectus is delivered a copy of any and all documents incorporated by
reference into this prospectus except the exhibits to those documents (unless
the exhibits are specifically incorporated by reference in those documents).
Requests for copies can be made by writing or telephoning us at Leucadia
National Corporation, 315 Park Avenue South, New York, New York 10010; telephone
number (212) 460-1900.
3
<PAGE>
LEUCADIA
Leucadia is a diversified financial services holding company
principally engaged in commercial and personal lines of property and casualty
insurance, banking and lending, manufacturing and real estate activities.
Leucadia concentrates on return on investment and cash flow to build long-term
shareholder value, rather than emphasizing volume or market share. Additionally,
Leucadia continuously evaluates the retention and disposition of its existing
operations and investigates possible acquisitions of new businesses in order to
maximize shareholder value.
Leucadia is a New York corporation. The principal executive
offices of Leucadia are located at Leucadia National Corporation, 315 Park
Avenue South, New York, New York 10010, and the telephone number is (212)
460-1900.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus.
SELLING SHAREHOLDERS
This Prospectus relates to our common shares which may be
acquired by the selling shareholders named below under the Leucadia National
Corporation 1999 Stock Option Plan, as amended through May 16, 2000. The
following table sets forth: (1) the name and relationship to Leucadia of each
selling shareholder; (2) the number of our common shares each selling
shareholder beneficially owned as of December 7, 2000; and (3) the number of our
common shares that each selling shareholder who holds options to acquire our
common shares under the Stock Option Plan may currently acquire upon the
exercise of those options.
As of December 7, 2000, there were 55,296,728 of our common
shares outstanding.
<TABLE>
<CAPTION>
Shares Beneficially
Selling Shareholders and Owned as of Shares Covered by This Shares Beneficially Owned
Positions with Leucadia , 2000 Prospectus(a) After this Offering (b)
------------------------- ------------------- ------------------------ --------------------------
<S> <C> <C> <C>
Paul M. Dougan
Director 100(c) 5,250 100(*)
Lawrence D. Glaubinger
Director 78,000 4,000 78,000(*)
James E. Jordan
Director 30,000 8,000 30,000(*)
Jesse Clyde Nichols, III
Director 58,939 8,000 58,939(*)
4
<PAGE>
<S> <C> <C> <C>
Joseph A. Orlando
Vice President and Chief
Financial Officer 2,356 25,000 2,356(*)
Barbara L. Lowenthal
Vice President and
Comptroller 0 15,000 0
Thomas E. Mara
Executive Vice President and
Treasurer 0 25,000 0
Mark Hornstein
Vice President 62,700 15,000 62,700(*)
H.E. Scruggs
Vice President 200 20,000 200(*)
</TABLE>
-------------------------
* Indicates common shares held are less than 1% of outstanding.
(a) Includes the number of common shares that each selling shareholder may
acquire pursuant to the plan pursuant to the exercise of options
granted to the selling shareholder under the plan, whether or not they
are currently exercisable, some or all of which may be sold from time
to time pursuant to this prospectus.
(b) Assumes that all common shares offered hereby are sold.
(c) Consists of shares held by Mr. Dougan's wife as to which Mr. Dougan
disclaims beneficial ownership.
PLAN OF DISTRIBUTION
Shares covered by this prospectus will be sold by the selling
shareholders as principals for their own account. We will not receive any
proceeds from sales of any shares by selling shareholders.
The selling shareholders may sell shares under this prospectus
from time to time in transactions, including one or more block transactions, on
the New York Stock Exchange, in the public market off the Exchange, in privately
negotiated transactions, or in combination of such transactions. Each sale may
be made either at the market price prevailing at the time of sale or at a
negotiated price. Sales may be made through brokers or to dealers, and those
brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding commissions or discounts customary in similar
transactions. Any shares covered by this prospectus that qualify for sale under
Rule 144 of the Securities Act may be sold under Rule 144 rather than under this
prospectus. All expenses of registration incurred in connection with this
offering are being borne by us, but all brokerage commissions and other expenses
incurred by a selling shareholder will be paid by that selling shareholder.
The selling shareholder and any dealer acting in connection
with the offering or any broker executing a sell order on behalf of a selling
5
<PAGE>
shareholder may be considered "underwriters" under the Securities Act. Then, any
profit on the sale of shares by a selling shareholder and any commissions or
discounts received by any such broker or dealer may be considered underwriting
compensation under the Securities Act. In addition, any broker or dealer may be
required to deliver a copy of this prospectus to any person who purchases any of
the shares from or through broker or dealer.
In order to comply with the securities laws of certain states,
if applicable, the shares will be sold only through registered or licensed
brokers or dealers.
LEGAL MATTERS
The validity of the common shares being offered by this
prospectus will be passed upon for us by Weil, Gotshal & Manges LLP, New York,
New York.
EXPERTS
The consolidated financial statements and the related
financial schedules incorporated in this prospectus by reference from our 1999
Annual Report on Form 10-K have been audited by PricewaterhouseCoopers LLP,
independent auditors, as stated in their reports, which are incorporated here by
reference, and have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP given upon their authority as experts in accounting
and auditing.
6
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Leucadia with the SEC
pursuant to Section 13 of the Exchange Act of 1934 (File No. 1-5721 ) and any
future filings under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act made
prior to the termination of the offering are incorporated by reference: (i) the
Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (ii) the
Current Reports on Form 8-K dated May 26, 2000, July 19, 2000 and November 13,
2000; (iii) the Quarterly Reports on Form 10-Q dated May 11, 2000, August 11,
2000 and November 14, 2000; and (iv) the description of Leucadia's common
shares, which is contained in Leucadia's registration statement no. 33-57054,
including any amendment or report filed for the purpose of updating the
description. All documents filed by Leucadia pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference into this prospectus and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 722 through 725 of the New York Business Corporation
Law (the "Business Corporation Law") provide that a corporation may indemnify,
with certain limitations and exceptions, a director or officer as follows: (1)
in a derivative action, against his reasonable expenses, including attorneys'
fees but excluding certain settlement costs, actually and necessarily incurred
by him in connection with the defense thereof, or an appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in (or in the case of service for another corporation, not
opposed to) the best interests of the corporation; and (2) in a civil or
criminal non-derivative action or proceeding including a derivative action by
another corporation, partnership or other enterprise in which any director or
officer of the indemnifying corporation served in any capacity at the
indemnifying corporation's request, against judgments, fines, settlement
payments and reasonable expenses, including attorneys' fees, incurred as a
result thereof, or any appeal therein, if such director or officer acted in good
faith, for a purpose which he reasonably believed to be in (or, in the case of
service for any other corporation, not opposed to) the best interests of the
corporation and, in criminal actions and proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. Such indemnification
is a matter of right where the director or officer has been successful on the
II-1
<PAGE>
merits or otherwise, and otherwise may be granted upon corporate authorization
or court award as provided in the statute.
Section 721 of the Business Corporation Law provides that
indemnification arrangements can be established for directors and officers, by
contract, by-law, charter provision, action of shareholders or board of
directors, on terms other than those specifically provided by Article 7 of the
Business Corporation Law, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
Article V of Leucadia's By-Laws provides for the indemnification, to the full
extent authorized by law, of any person made or threatened to be made a party in
any civil or criminal action or proceeding by reason of the fact that he, his
testator or intestate is or was a director or officer of Leucadia.
Section 726 of the Business Corporation Law provides that a
corporation may obtain insurance to indemnify itself and its directors and
officers. Leucadia maintains an insurance policy providing both directors and
officers liability coverage and corporation reimbursement coverage.
Article Sixth of Leucadia's Restated Certificate of
Incorporation contains a charter provision eliminating or limiting director
liability for monetary damages arising from breaches of fiduciary duty, subject
only to certain limitations imposed by statute.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Leucadia pursuant to the foregoing provisions, or otherwise, Leucadia has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
-------
Number Description
------ -----------
4.1 Restated Certificate of Incorporation (filed as Exhibit 5.1 to
Leucadia's Current Report on Form 8-K dated July 14, 1993).*
4.2 Amended and Restated By-laws as amended through February 23, 1999
(filed as Exhibit 3.2 to Leucadia's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).*
II-2
<PAGE>
4.3 1999 Stock Option Plan , as amended through May 16, 2000.**
5.1 Opinion of Weil, Gotshal & Manges LLP.**
23.1 Consent of PricewaterhouseCoopers LLP.**
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as
Exhibit 5.1 to this registration statement).**
24.1 Power of Attorney (included in the signature pages of this registration
statement).**
--------------------------------
* Incorporated by reference.
** Filed herewith.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) to include any prospectus required
by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the registration statement; and
(iii) to include any material information
with respect to the plan of
distribution not previously
disclosed in the registration
statement or any material change to
such information in the
registration statement;
provided, however, that the undertakings in paragraph
(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by Leucadia
pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each
such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be
deemed to be a new registration statement relating to
II-4
<PAGE>
the securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is
against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer
or controlling person of the registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 8th day of
December, 2000.
LEUCADIA NATIONAL CORPORATION
By:/s/Barbara L. Lowenthal
-------------------------------------------
Barbara L. Lowenthal
Vice President and Comptroller
(Chief Accounting Officer)
II-6
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Leucadia
National Corporation, hereby severally constitute and appoint Joseph A. Orlando
and Barbara L. Lowenthal, and each of them singly, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign for us and in our name in the capacities indicated below, any and all
amendments to this registration statement on Form S-8 filed by Leucadia National
Corporation with the SEC, and generally to do all such things in our name and
behalf in such capacities to enable Leucadia National Corporation to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the SEC, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ian M. Cumming Chairman of the Board December 8, 2000
------------------------------------ (Principal Executive Officer)
Ian M. Cumming
/s/ Joseph S. Steinberg President and Director December 8, 2000
------------------------------------ (Principal Executive Officer)
Joseph S. Steinberg
/s/ Joseph A. Orlando Vice President and Chief Financial December 8, 2000
------------------------------------ Officer
Joseph A. Orlando (Principal Financial Officer)
/s/ Barbara L. Lowenthal Vice President and Comptroller December 8, 2000
------------------------------------ (Principal Accounting Officer)
Barbara L. Lowenthal
/s/ Paul M. Dougan Director December 8, 2000
------------------------------------
Paul M. Dougan
/s/ Lawrence D. Glaubinger Director December 8, 2000
------------------------------------
Lawrence D. Glaubinger
/s/ James E. Jordan Director December 8, 2000
------------------------------------
James E. Jordan
/s/ Jesse Clyde Nichols, III Director December 8, 2000
------------------------------------
Jesse Clyde Nichols, III
</TABLE>
II-7
<PAGE>
Exhibit Index
-------------
Exhibit
-------
Number Description
------ -----------
4.1 Restated Certificate of Incorporation (filed as Exhibit 5.1 to
Leucadia's Current Report on Form 8-K dated July 14, 1993).*
4.2 Amended and Restated By-laws as amended through February 23, 1999
(filed as Exhibit 3.2 to Leucadia's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).*
4.3 1999 Stock Option Plan, as amended through May 16, 2000.**
5.1 Opinion of Weil, Gotshal & Manges LLP.**
23.1 Consent of PricewaterhouseCoopers LLP.**
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as
Exhibit 5.1 to this registration statement).**
24.1 Power of Attorney (included in the signature pages of this registration
statement).**
--------------------------------
* Incorporated by reference.
** Filed herewith.
