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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Leucadia National Corporation
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(Name of Issuer)
Common Shares, $1.00 Par Value
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(Title of Class of Securities)
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527288 5 10 4
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(CUSIP Number)
Paul W. Zeller, Esq.
Senior Vice President and General Counsel
Reliance Group Holdings, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
(212) 909-1100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 25, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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 (however,
see the Notes).
(Continued on following pages)
(Page 1 of 13 pages)
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SCHEDULE 13D
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CUSIP No. 527288 5 10 4 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reliance Group Holdings, Inc.
13-3082071
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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
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY ---------- -----------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 18,939,991(1)(2)
WITH
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,939,991(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)
34.3%
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14 TYPE OF REPORTING PERSON
HC
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(1) Pursuant to Rule 13d-4 under the Exchange Act, the Reporting Person
disclaims beneficial ownership of these shares.
(2) Pursuant to the Voting Agreement defined and described in Item 4 hereof, the
Reporting Person has the right to direct the vote of these shares for certain
limited purposes. See Items 4 and 5 herein.
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Item 1. Security and Issuer.
This Statement relates to the common shares, par value of $1.00
per share (the "Company Common Shares"), of Leucadia National Corporation, a New
York corporation (the "Company"). The address of the principal executive offices
of the Company is 315 Park Avenue South, New York, New York 10010.
Item 2. Identity and Background.
(a) through (c). This Schedule 13D is being filed by Reliance
Group Holdings, Inc. ("Reliance"). Reliance is a Delaware corporation with its
principal office at Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055.
Reliance is a holding company whose principal business is the ownership of
Reliance Insurance Company and its property and casualty insurance subsidiaries.
Saul P. Steinberg, Chairman of the Board of Directors of Reliance,
beneficially owns approximately 29.6% of the common stock of Reliance. Robert M.
Steinberg, Vice Chairman of the Board of Directors of Reliance and brother of
Saul P. Steinberg, beneficially owns approximately 9.4% of the common stock of
Reliance. These two individuals together disclaim beneficial ownership of an
additional 1.1% of the common stock of Reliance held by or in custody or trust
for other family members and by a family foundation.
Set forth on Schedule A to this Statement with respect to each
executive officer and director of Reliance, and incorporated herein by
reference, is following information: name, business address, citizenship,
present principal occupation or employment, and 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 Reliance
for which such information is set forth.
(d)-(f) During the last five years, neither Reliance 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 has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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 Reliance, each of the
individuals identified pursuant to Paragraphs (a) through (c) of this Item 2 is
a United States citizen.
Item 3. Source and Amount of Funds or other Consideration.
This item is not applicable because there have not been and will
not be any purchases of Company Common Shares by Reliance.
Page 3 of 13 Pages
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Item 4. Purpose of Transaction.
On May 25, 2000, the Company, Leucadia Acquisition Corp., a
Delaware corporation and a direct wholly owned subsidiary of the Company
("Merger Sub"), and Reliance entered into an Agreement and Plan of Merger dated
May 25, 2000 (the "Merger Agreement") pursuant to which, and subject to the
conditions set forth therein, Merger Sub would merge with and into Reliance (the
"Merger"), with Reliance as the surviving corporation and Merger Sub's officers
and directors at the effective time of the Merger (the "Effective Time") as the
officers and directors of the surviving corporation. As a result of the Merger,
Reliance would become a wholly owned subsidiary of the Company and each share of
Reliance common stock, par value $.10 per share ("Reliance Common Stock"),
issued and outstanding at the Effective Time would be convertible into and
exchangeable for the right to receive 0.11059346 of a share of Company Common
Shares, subject to anti-dilution adjustment in accordance with the Merger
Agreement.
To facilitate the consummation of the Merger, certain shareholders
of the Company listed on Schedule B hereto (the "Shareholders") entered into a
Voting Agreement and Irrevocable Proxy with Reliance, dated May 25, 2000 (the
"Voting Agreement").
Pursuant to the Voting Agreement, each Shareholder has agreed to
vote (or cause to be voted) the Company Common Shares beneficially owned by such
Shareholder (collectively, the "Shareholder Shares") during the period from the
date of the Voting Agreement until the first to occur of the Effective Time of
the Merger or termination of the Merger Agreement in accordance with its terms
in favor of the issuance of Company Common Shares in the Merger if a Company
shareholder vote is required on the matter, and not to offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of any of the
Shareholder Shares. In order to permit Reliance to exercise these voting rights,
the Shareholders granted Reliance an irrevocable proxy coupled with an interest
(the "Proxy") to vote all or any part of the Shareholder Shares. The Company has
informed Reliance that no vote by shareholders of the Company on the Merger is
currently anticipated.
The granting of the Proxy was negotiated as a material term of the
entire Merger transaction. Reliance did not pay any consideration to the Company
or the Shareholders in connection with the Voting Agreement.
References to, and descriptions of, the Merger, the Merger
Agreement and the Voting Agreement as set forth herein are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreement, respectively, included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and are incorporated herein in their entirety where such
references and descriptions appear.
In connection with the Merger, Saul P. Steinberg, Chairman of the
Board of Reliance, personally and on behalf of Steinberg Family Partners, L.P.,
Robert M. Steinberg, Vice Chairman of the Board of Reliance, and Lynda Jurist
(a) agreed to vote an
Page 4 of 13 Pages
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aggregate of 38,239,577 shares of Reliance Common Stock in favor of the Merger
and the transactions contemplated thereby, (b) granted to the Company an
irrevocable proxy coupled with an interest to vote all or any part of such
shares and (c) granted to the Company an irrevocable option to purchase, upon
the occurrence of certain events, such shares at a price of $2.50 in cash.
Except as set forth above, Reliance has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b). The information set forth or incorporated by reference
in Items 2 and 4 is incorporated herein by reference.
Pursuant to the Voting Agreement, Reliance has shared power to
vote an aggregate of 18,939,991 Company Common Shares for the limited purposes
described in Item 4 above and may thereby be deemed to be the beneficial owner
of such Company Common Shares. Such Company Common Shares represent
approximately 34.3% of the Company Common Shares outstanding as of May 25, 2000.
Reliance is not entitled to any rights as a shareholder of the Company Common
Shares that are subject to the Voting Agreement and disclaims beneficial
ownership of the Company Common Shares that are covered under the Voting
Agreement.
(c) Neither Reliance, 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) Reliance does not have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The information set forth or incorporated by reference in Items 4
and 5 is hereby incorporated herein by reference. Copies of the Merger Agreement
and Voting Agreement are included as Exhibits 1 and 2, respectively, to this
Schedule 13D. In addition, pursuant to a Registration Rights Agreement, dated
May 25, 2000 (the "Registration Rights Agreement"), among the Company and those
Reliance stockholders named in Item 4 above who agreed to vote their shares of
Reliance Common Stock in favor of the Merger, registration rights were granted
by the Company with respect to the Company Common Shares that such Reliance
stockholders will receive upon the consummation of the Merger.
Page 5 of 13 Pages
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The description of the Registration Rights Agreement and the
transactions contemplated thereby set forth in this Statement is qualified in
its entirety by reference to the form of the Registration Rights Agreement
included as Exhibit 3 to this Statement, which is incorporated herein by
reference.
Other than the documents referenced in the two preceding
paragraphs, there are no contracts, arrangements, understandings or
relationships with respect to any securities of the Company among (a) Leucadia
and, to the best of its knowledge, any of the other persons identified pursuant
to Item 2 above and (b) such persons and any other person.
Page 6 of 13 Pages
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Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
1 Agreement and Plan of Merger, dated May 25,
2000, among Reliance, the Company and Merger
Sub (Incorporated by reference to Exhibit 99.1
to Schedule 13D, filed by the Company on June
5, 2000 with respect to the common stock of
Reliance)
2 Voting Agreement and Irrevocable Proxy, dated
May 25, 2000, among Reliance and certain
stockholders of the Company (Incorporated by
reference to Exhibit 10.3 to the Current Report
on Form 8-K, filed by Reliance on June 7,
2000)
3 Form of Registration Rights Agreement, dated
May 25, 2000, among the Company and certain
stockholders of Reliance (Incorporated by
reference to Exhibit 10.4 to the Current Report
on Form 8-K, filed by Reliance on June 7,
2000)
Page 7 of 13 Pages
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SIGNATURE
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: June 7, 2000
RELIANCE GROUP HOLDINGS, INC.
By: /s/ Lowell C. Freiberg
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Name: Lowell C. Freiberg
Title: Executive Vice President and
Chief Financial Officer
Page 8 of 13 Pages
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SCHEDULE A
Additional Information Concerning the Reporting Person
DIRECTORS AND EXECUTIVE OFFICERS OF RELIANCE
Set forth below are the name, business address, present
principal occupation or employment of each director and executive officer of
Reliance. Unless otherwise indicated, the principal business address of each
person named below is c/o Reliance Group Holdings, Inc., Park Avenue Plaza, 55
East 52nd Street, New York, New York 10055. Each person listed below is a
citizen of the United States.
Position with Reliance and Principal
Name and Business Address Occupation
Saul P. Steinberg Chairman of the Board of Directors.
Robert M. Steinberg Vice Chairman of the Board of Directors.
George R. Baker President, Chief Executive Officer and
Director.
George E. Bello Executive Vice President, Controller and
Director.
Lowell C. Freiberg Executive Vice President, Chief Financial
Officer and Director.
Howard E. Steinberg Executive Vice President, Chief of Corporate
Operations, and Director.
Page 9 of 13 Pages
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Dennis J. O'Leary Senior Vice President--Taxes.
Philip S. Sherman Senior Vice President--Group
Controller.
Bruce L. Sokoloff Senior Vice President--
Administration.
James E. Yacobucci Senior Vice President--
Reliance Insurance Company Investments and Director.
Park Avenue Plaza
New York, New York 10055
Paul W. Zeller Senior Vice President,
General Counsel and Corporate Secretary.
Dr. Thomas P. Gerrity Director; Professor of Management, the Wharton School
The Wharton School of the University of Pennsylvania.
University of Pennsylvania
3205 Steinberg Hall- Dietrich Hall
Philadelphia, PA 19104
Jewell J. McCabe Director; President and Chief Executive Officer, Jewell
211 East 70th Street, #30F Jackson McCabe Associates, a consulting company New York,
New York 10020 specializing in strategic planning and communications.
Irving Schneider Director; Co-Chairman and Chief
Helmsley-Spear, Inc. Operating Officer, Helmsley-Spear, Inc., a real estate
60 East 42nd Street management corporation.
New York, New York 10165
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Page 10 of 13 Pages
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Bernard L. Schwartz Director; Chairman of the Board, Chief Executive
Loral Space & Communications Ltd. Officer, Loral Space & Communications Ltd., a
600 Third Avenue high-technology company concentrating on
New York, New York 10016 satellite-based services, Chairman of the Board and
Chief Executive Officer, Globalstar Telecommunications,
Ltd.
Richard E. Snyder Director; Chairman and Chief Executive Officer of Golden
Golden Books Family Books Family Entertainment, Inc., a publisher of
Entertainment, Inc. children's books.
888 Seventh Avenue
New York, New York 10106
Bruce E. Spivey Director; Until May 2000, President and Chief Executive
One Beekman Place Officer, Columbia-Cornell Care LLC, the physician
New York, New York 10022 organization of the clinical faculties of the medical
schools of Columbia and Cornell Universities.
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Page 11 of 13 Pages
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SCHEDULE B
Name of Shareholder Number of Shares Owned
Ian M. Cumming 9,892,002
Joseph S. Steinberg 9,047,989
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18,939,991 (34.3%)
Page 12 of 13 Pages
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Index to Exhibits
Exhibit No. Description
1 Agreement and Plan of Merger, dated May 25,
2000, among Reliance, the Company and Merger
Sub (Incorporated by reference to Exhibit 99.1
to Schedule 13D, filed by the Company on June
5, 2000 with respect to the common stock of
Reliance)
2 Voting Agreement and Irrevocable Proxy, dated
May 25, 2000, among Reliance and certain
stockholders of the Company (Incorporated by
reference to Exhibit 10.3 to the Current Report
on Form 8-K, filed by Reliance on June 7,
2000)
3 Form of Registration Rights Agreement, dated
May 25, 2000, among the Company and certain
stockholders of Reliance (Incorporated by
reference to Exhibit 10.4 to the Current Report
on Form 8-K, filed by Reliance on June 7,
2000)
Page 13 of 13 Pages
