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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
THE FINOVA GROUP INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE 3179281
(Title of class of securities) (CUSIP number)
JOSEPH A. ORLANDO
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1932
(Name, address and telephone number of person authorized to receive notices and
communications)
NOVEMBER 10, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
(Continued on following pages)
(Page 1 of 6 pages)
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NY2:\982498\03\76830.0246
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<TABLE>
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CUSIP No. 3179281 13D
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1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: 140,325,750 shares(1)(2)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: N/A
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 140,325,750 shares(1)(2)
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 140,325,750 shares(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 69.6%(2)(3)
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14 TYPE OF REPORTING PERSON: CO
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(1) Assuming conversion of 10,000,000 shares of Pay In Kind Convertible
Preferred Stock of The FINOVA Group Inc ("Finova") ("PIK Convertible Preferred")
and the exercise of the warrant to purchase Finova common stock that the
Reporting Person has the right to acquire, as described in Item 4 hereof.
(2) Does not include aggregate of up to an additional 40,000,000 shares of
Finova common stock that the Reporting Person may acquire pursuant to a rights
offering of PIK Convertible Preferred Stock, as described in Item 4 hereof.
(3) Based on 61,303,000 shares of Finova common stock outstanding on November
13, 2000 and the issuance of an aggregate of 140,325,750 shares of Finova common
stock, assuming conversion of the 10,000,000 shares of PIK Convertible Preferred
Stock and exercise of the warrant, as described in Item 4 hereof.
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Item 1. Security and Issuer.
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This Statement relates to the common stock, $0.01 par value
per share (the "Company Common Stock"), of The FINOVA Group Inc., a Delaware
corporation (the "Company"). The address of the principal executive office of
the Company is 4800 North Scottsdale Road, Scottsdale AZ 85251.
Item 2. Identity and Background.
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(a)-(c) This Schedule 13D is being filed by Leucadia National
Corporation ("Leucadia").
Leucadia is a New York corporation with its principal office
at 315 Park Avenue South, New York, New York 10010. Leucadia is a financial
services holding company principally engaged in commercial and personal lines of
property and casualty insurance, banking and lending, mining, real estate
activities and manufacturing.
Approximately 34.3% of the outstanding common shares of
Leucadia is beneficially owned (directly and through family members) by Ian M.
Cumming, Chairman of the Board of Directors of Leucadia, and Joseph S.
Steinberg, a director and President of Leucadia (excluding an additional 2.0%
of the common shares of Leucadia beneficially owned by two trusts for the
benefit of Mr. Steinberg's children, as to which Mr. Steinberg disclaims
beneficial ownership). Private charitable foundations independently established
by each of Messrs. Cumming and Steinberg each beneficially own less than one
percent of the outstanding common shares of Leucadia. Mr. Cumming and Mr.
Steinberg each disclaim beneficial ownership of the common shares of Leucadia
held by their respective private charitable foundation.
The following information with respect to each executive
officer and director of Leucadia is set forth in Schedule A hereto: (i) name,
(ii) business address, (iii) citizenship, (iv) present principal occupation or
employment and (v) name of any corporation or other organization in which such
employment is conducted, together with the principal business and address of any
such corporation or organization other than Leucadia for which such information
is set forth above.
(d)-(f) During the last five years, neither Leucadia nor, to
its knowledge, any of the other persons identified pursuant to Paragraphs (a)
through (c) of this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. To the knowledge of Leucadia, each of the individuals
identified pursuant to Paragraphs (a) through (c) of this Item 2 is a United
States citizen.
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Item 3. Source and Amount of Funds or Other Consideration.
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The information set forth in response to Item 4 hereof is
specifically incorporated in response to Item 3 hereof.
Item 4. Purpose of the Transaction.
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On November 10, 2000 Leucadia and the Company entered into a
Letter Agreement dated November 10, 2000 (the "Agreement") pursuant to which,
and subject to the conditions set forth therein, Leucadia will invest up to $350
million in the Company. Under the terms of the Agreement, Leucadia has agreed to
purchase for $250 million (i)10 million shares (the "Shares") of new Payment in
Kind Convertible Preferred Stock ("PIK Convertible Preferred") and (ii) a
10-year warrant to purchase up to 20% of the Company's outstanding shares
(subject to anti-dilution provisions) for an aggregate warrant exercise price of
$125 million (the "Warrant"). The PIK Convertible Preferred will have a
liquidation preference of $25 per share and a 14% coupon payable in kind for a
period of five years, after which time the coupon will, at the Company's option,
be payable either in cash or in kind. Each share of PIK Preferred Stock will be
convertible into 10 shares of the Company Common Stock from June 30, 2006 until
the tenth anniversary of issuance. From issuance, the PIK Convertible Preferred
will vote with the common stock and receive 20 votes per share.
As soon as practical following the purchase of the Shares by
Leucadia, the Company will issue up to an additional $150 million of PIK
Convertible Preferred at a purchase price of $25 per share through a rights
offering to its existing common stockholders (the "Rights Offering"). Leucadia
has agreed to act as a standby purchaser of $100 million of that offering. As
compensation for agreeing to act as standby purchaser, the Company will pay
Leucadia $5 million upon distribution of the rights.
The Agreement includes a provision that could result in a
distribution to common stockholders or holders of the PIK Convertible Preferred
and the Warrant in 2006, based upon the performance of the Company's loan and
lease portfolio.
In conjunction with the investment, Leucadia will have the
right to appoint six members to a newly constituted ten member Board of
Directors.
The Agreement is subject to the Company completing a
refinancing or restructuring with the Company's bank group of its outstanding
$4.7 billion bank debt on terms acceptable to both Leucadia and the Company. The
Agreement is also subject to the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, the receipt of any other required regulatory approvals, and other
customary conditions. Additionally, the issuance of the PIK Convertible
Preferred may require approval by the stockholders of the Company, under the
rules of the New York Stock Exchange ("NYSE"). If stockholder approval is
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required, the Company's Board of Directors has agreed to recommend stockholder
approval of the transaction. However, the Company will not be required to submit
the transaction for stockholder approval (if otherwise required under the NYSE
rules) if the Company enters into an agreement for a "Superior Proposal" (as
defined in the Agreement) in accordance with the terms of the Agreement.
References to, and descriptions of, the Agreement as set forth
herein are qualified in their entirely by reference to the copy of the Letter
Agreement included as Exhibit 99.1 to this Schedule 13D, which is incorporated
by reference herein in its entirety and which contains provisions not described
herein.
Except as set forth above, Leucadia has no present plans or
intentions which would result in or relate to any other transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a)-(b) The information set forth or incorporated by reference
in Items 2, 3, and 4 is incorporated herein by reference.
Assuming conversion of the 10 million shares of PIK
Convertible Stock and assuming exercise of the Warrant, but excluding any shares
of Company Common Stock that may be issuable as a result of the Rights Offering,
Leucadia may be deemed to be the beneficial owner of 140,325,750 shares of the
Common Stock of the Company. This would represent approximately 69.6% of the
Company's Common Stock outstanding (based on the 61,303,000 shares of the
Company Common Stock outstanding as of November 13, 2000 as reported in the
Company's third quarter Form 10-Q for the quarter ended September 30, 2000, and
assuming the issuance of (x) 100 million shares of Company Common Stock issuable
upon conversion of the 10 million shares of PIK Preferred Stock (excluding any
PIK Preferred Stock that may be issued to Leucadia pursuant to the rights
offering) and (y) 40,325,750 shares of Common Stock upon exercise of the
Warrant).
(c) Except as disclosed in this Schedule 13D neither Leucadia,
nor, to the best of its knowledge, any of its executive officers or directors
has effected any transaction in any securities of the Company during the past 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the Issuer.
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The information set forth or incorporated by reference in
Items 3, 4 and 5 is hereby incorporated herein by reference. A Copy of the
Agreement is included as Exhibit 99.1 to this Schedule 13D. Other than the
Agreement, there are no contracts, arrangements, understandings or relationships
with respect to any securities of the Company (i) among (a) Leucadia and, to the
best of its knowledge, any of the persons identified pursuant to Item 2 above
and (b) any other person.
Item 7. Material to be Filed as Exhibits.
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99.1. Letter Agreement, dated November 10, 2000, among the
Company and Leucadia.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 17, 2000
LEUCADIA NATIONAL CORPORATION
BY: /S/ JOSEPH A. ORLANDO
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Name: JOSEPH A. ORLANDO
Title: Vice President
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SCHEDULE A
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSON
Directors and Executive Officers of the Reporting Person
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Set forth below are the name, business address, present
principal occupation or employment of each director and executive officer of
Leucadia. To the knowledge of such entity, each person listed below is a United
States citizen. Unless otherwise indicated, the business address of each person
named below is c/o Leucadia National Corporation, 315 Park Avenue South, New
York, New York 10010.
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Director- Principal Occupation or
Name and Business Address ships Offices Employment
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Ian M. Cumming Director Chairman of the Board Chairman of the Board
Leucadia National
Corporation
529 E. South Temple
Salt Lake City, Utah
Joseph S. Steinberg Director President President
Paul M. Dougan Director -- President and Chief Executive
c/o Equity Oil Company Officer of Equity Oil Company
10 West 300 South (a company engaged in oil and
Salt Lake City, Utah gas exploration and
production having an office
in Salt Lake City, Utah)
Lawrence D. Glaubinger Director -- Chairman of the Board of
c/o Stern & Stern Stern & Stern Industries (a
Industries, Inc. company engaged in the
708 Third Avenue manufacture and sale of
New York, N.Y. textiles); President of
Lawrence Economic Consulting
Inc., a management consulting
firm
James E. Jordan Director -- Private investor
c/o The Jordan Company
767 Fifth Avenue
New York, N.Y. 10153
Jesse Clyde Nichols, III Director -- President of Crimsco, Inc. (a
c/o Crimsco, Inc. holding company for
5001 E. 59th St. manufacturing subsidiaries)
Kansas City, Mo. 64130
Thomas E. Mara -- Executive Vice President Executive Vice President and
and Treasurer Treasurer
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Director- Principal Occupation or
Name and Business Address ships Offices Employment
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Joseph A. Orlando -- Vice President and Chief Vice President and Chief
Financial Officer Financial Officer
Mark Hornstein -- Vice President Vice President
Barbara L. Lowenthal -- Vice President and Vice President and Comptroller
Comptroller
H. E. Scruggs -- Vice-President Vice-President
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter Agreement, dated November 10, 2000, among the
Company and Leucadia.
