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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required) For the fiscal year ended December
31, 1999
Or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required) 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)
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 of the registrant held by
non-affiliates of the registrant at March 13, 2000 (computed by reference to
the last reported closing sale price of the Common Stock on the New York Stock
Exchange on such date): $735,648,529.
On March 13, 2000, the registrant had outstanding 55,296,728 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 in connection with the
2000 annual meeting of shareholders of the registrant are incorporated by
reference into Part III of this Report.
NY2:\990949\01\L8MD01!.DOC\76830.0146
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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, 1999:
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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<TABLE>
<CAPTION>
(a)(1)(2) Financial Statements and Schedules.
<S> <C>
Report of Independent Accountants................................................................ F-1
Financial Statements:
Consolidated Balance Sheets at December 31, 1999 and 1998..................................... F-2
Consolidated Statements of Income for the years ended December 31, 1999,
1998 and 1997.............................................................................. F-3
Consolidated Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997.............................................................................. F-4
Consolidated Statements of Changes in Shareholders' Equity for the years ended
December 31, 1999, 1998 and 1997........................................................... F-6
Notes to Consolidated Financial Statements.................................................... F-7
Financial Statement Schedule:
Schedule V - Valuation and Qualifying Accounts................................................ F-32
</TABLE>
2
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(3) Executive Compensation Plans and Arrangements.
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1999 Stock Option Plan (filed as Annex A to the Company's
Proxy Statement dated April 9, 1999 (the "1999 Proxy
Statement")).
Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and Joseph
S. Steinberg.
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")).
Deferred Compensation Agreement between the Company and Joseph
S. Steinberg dated December 8, 1998.
Deferred Compensation Agreement between the Company and Joseph
S. Steinberg dated as of December 30, 1999.
Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of January 10, 2000.
Leucadia National Corporation Senior Executive Warrant Plan
(filed as Annex B to the 1999 Proxy Statement).
(b) Reports on Form 8-K.
None.
(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 February 23,
1999 (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (the
"1998 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 1999 Stock Option Plan (filed as Annex A to the Company's 1999
Proxy Statement).*
10.2 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 Operating Agreement of The Jordan Company LLC, dated as of
July 23, 1998 (filed as Exhibit 10.3 to the 1998 10-K).*
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* Incorporated by reference.
** Previously filed.
*** Filed herewith.
3
<PAGE>
10.4 Leucadia National Corporation Senior Executive Warrant Plan
(filed as Annex B to the 1999 Proxy Statement).*
10.5 Amended and Restated Shareholders Agreement dated as of
December 16, 1997 among the Company, Ian M. Cumming and Joseph
S. Steinberg (filed as Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 (the "1997 10-K")).*
10.6 Deferred Compensation Agreement between the Company and Joseph
S. Steinberg dated December 8, 1998 (filed as Exhibit 10.6 to
the 1998 10-K).*
10.7 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
10-K")).*
10.8 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).*
10.9 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 (filed
as Exhibit 10.13 to the 1997 10-K).*
10.10 Purchase Agreement among Conseco, Inc., 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).*
10.11 Purchase Agreement among General Electric Capital Corporation,
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).*
10.12 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 (filed as
Exhibit 10.16 to the 1997 10-K).*
10.13 Leucadia National Corporation Senior Executive Annual
Incentive Bonus Plan (filed as Annex D to the 1997 Proxy
Statement).*
10.14 Stock Purchase Agreement by and between the Company and
Allstate Life Insurance Company dated as of December 18, 1998
(filed as Exhibit 10.14 to the 1998 10-K).*
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* Incorporated by reference.
** Previously filed.
*** Filed herewith.
4
<PAGE>
10.15 Trust Agreement dated August 14, 1998 between the Company for
the benefit of its shareholders as of August 25, 1998 and
Joseph A. Orlando, as Trustee (filed as Exhibit 10.15 to the
1998 10-K).*
10.16 Deferred Compensation Agreement between the Company and Joseph
S. Steinberg dated as of December 30, 1999.**
10.17 Deferred Compensation Agreement between the Company and Mark
Hornstein dated as of January 10, 2000.**
21 Subsidiaries of the registrant.**
23 Consent of independent accountants with respect to the
incorporation by reference into the Company's Registration
Statement 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.**
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* Incorporated by reference.
** Previously filed.
*** Filed herewith.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
December 8, 2000 By: /s/ Barbara L. Lowenthal
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Barbara L. Lowenthal
Vice President and
Comptroller
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<PAGE>
EXHIBIT INDEX
Exhibit Exemption
Number Description Indication
------ ----------- ----------
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 February 23, 1999
(filed as Exhibit 3.2 to the 1998 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 1999 Stock Option Plan (filed as Annex A to the Company's 1999 Proxy
Statement).*
10.2 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 Operating Agreement of The Jordan Company LLC, dated as of July 23,
1998 (filed as Exhibit 10.3 to the 1998 10-K).*
10.4 Leucadia National Corporation Senior Executive Warrant Plan (filed as
Annex B to the 1999 Proxy Statement).*
10.5 Amended and Restated Shareholders Agreement dated as of December 16,
1997 among the Company, Ian M. Cumming and Joseph S. Steinberg (filed
as Exhibit 10.4 to the 1997 10-K).*
10.6 Deferred Compensation Agreement between the Company and Joseph S.
Steinberg dated December 8, 1998 (filed as Exhibit 10.6 to the 1998
10-K).*
10.7 Settlement Agreement between Baldwin-United Corporation and the United
States dated August 27, 1985 concerning tax issues (filed as Exhibit
10.14 to the 1992 10-K).*
10.8 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).*
10.9 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 (filed as Exhibit 10.13 to the 1997 10-K).*
10.10 Purchase Agreement among Conseco, Inc., 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).*
--------------------------------
* Incorporated by reference.
7
<PAGE>
10.11 Purchase Agreement among General Electric Capital Corporation, 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).*
10.12 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 (filed as Exhibit 10.16 to the
1997 10-K).*
10.13 Leucadia National Corporation Senior Executive Annual Incentive Bonus
Plan (filed as Annex D to the 1997 Proxy Statement).*
10.14 Stock Purchase Agreement by and between the Company and Allstate Life
Insurance Company dated as of December 18, 1998 (filed as Exhibit 10.14
to the 1998 10-K).*
10.15 Trust Agreement dated August 14, 1998 between the Company for the
benefit of its shareholders as of August 25, 1998 and Joseph A.
Orlando, as Trustee (filed as Exhibit 10.15 to the 1998 10-K).*
10.16 Deferred Compensation Agreement between the Company and Joseph S.
Steinberg dated as of December 30, 1999.**
10.17 Deferred Compensation Agreement between the Company and Mark Hornstein
dated as of January 10, 2000.**
21 Subsidiaries of the registrant.**
23 Consent of independent accountants with respect to the incorporation by
reference into the Company's Registration Statement 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.**
--------------------------------
* Incorporated by reference.
** Previously filed.
*** Filed herewith.
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