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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 26, 2000
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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NY2:\916581\01\jn8l01!.DOC\76830.0244
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Item 5. Other Events.
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The information set forth in the press release issued
jointly by Leucadia National Corporation and Reliance Group Holdings, Inc.,
attached hereto as Exhibit 99.1, is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99.1 Press release of Leucadia National Corporation
and Reliance Group Holdings, Inc. dated
May 26, 2000.
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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.
Date: May 26, 2000
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LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
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Joseph A. Orlando,
Vice President
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EXHIBIT INDEX
Item No.
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99.1 Press release of Leucadia National Corporation and Reliance Group
Holdings, Inc., dated May 26, 2000.
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Exhibit 99.1
Contact at Leucadia National Corporation: Contacts at Reliance:
Laura Ulbrandt Steven A. Rautenberg
Secretary V.P.-Communications
(212) 460-1977 (212) 909-1247
David J. Grill
V.P.-Treasurer
(212) 909-1185
LEUCADIA AND RELIANCE ENTER INTO AGREEMENT
FOR LEUCADIA TO ACQUIRE RELIANCE
NEW YORK, NY, May 26, 2000 - Leucadia National Corporation (NYSE and PCX: LUK)
and Reliance Group Holdings, Inc. (NYSE: REL) today jointly announced that they
have entered into a definitive agreement for the acquisition of Reliance by
Leucadia.
Under the terms of the proposed transaction, Reliance stockholders
will receive 0.11059346 share of common stock of Leucadia in exchange for each
outstanding share of Reliance common stock that they own. Based on the closing
price of Leucadia common stock on May 25, 2000, this exchange ratio is
equivalent to $2.55 per share of Reliance common stock. The transaction is
expected to be tax-free to Reliance stockholders and will be accounted for as a
purchase.
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Reliance has granted Leucadia a stock option to acquire up to 9.9% of
the shares of common stock of Reliance under certain circumstances. In addition,
holders of approximately 33% of Reliance's outstanding common stock have agreed
to vote their shares in favor of the transaction and to grant Leucadia an option
to acquire their Reliance shares at a price of $2.50 per share.
The transaction has been approved by the Boards of Directors of both
Leucadia and Reliance. Consummation is subject to a number of terms and
conditions, including various required regulatory approvals, the approval of
Reliance's stockholders and satisfactory completion of Leucadia's due diligence
review of Reliance's business and operations. Reliance would be obligated to pay
Leucadia a "break-up fee" of $12.5 million, plus certain expenses, if the
agreement is terminated because the Board of Directors and stockholders of
Reliance accept a higher offer.
Saul P. Steinberg, Reliance Group chairman said, "After thorough
review and careful deliberation, our Board has concluded that the sale of
Reliance Group to Leucadia National represents the very best strategic
alternative for our shareholders, employees and customers. Leucadia has a strong
financial position, extensive experience in the insurance industry and an
exemplary track record of performing on behalf of its shareholders. Reliance
will be a much stronger company and a more effective competitor in the
marketplace."
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This press release contains forward-looking statements with respect to the
anticipated effects of the transaction. Actual results of the transaction could
be significantly different. Factors that could affect results include those set
forth in the Securities and Exchange Commission filings of Reliance and
Leucadia. Although forward-looking statements help to provide complete
information about future prospects, readers should keep in mind that
forward-looking statements are much less reliable than historical information.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT:
Leucadia plans to file a Registration Statement on SEC Form S-4
containing a proxy statement/prospectus and other relevant documents concerning
the transaction with the SEC. Before making any voting or investment decisions,
investors and security holders are urged to carefully read the proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC because they will contain important information about
Leucadia, Reliance, the transaction and related matters. Investors and security
holders will be able to obtain free copies of these documents and other
documents filed with the SEC through the web site maintained by the SEC at
http://www.sec.gov.
Both companies' shares are traded on the New York Stock Exchange
(ticker symbols LUK and REL). Both companies file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements and other information filed by the companies at the
SEC public reference rooms at 450 Fifth St., N.W., Washington, D.C. 20549 or at
the SEC's other public reference rooms in New York and Chicago.
Reliance, its directors, executive officers and certain members of
management and employees may be soliciting proxies from Reliance stockholders in
favor of the approval of the merger agreement. A description of any interests,
direct or indirect, that Reliance's directors and executive officers have in the
transaction will be included in the proxy statement/prospectus.
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Leucadia National Corporation is a holding company for its consolidated
subsidiaries engaged in property and casualty insurance (through Empire
Insurance Company and Allcity Insurance Company), manufacturing (through its
Plastics Division), banking and lending (principally through American Investment
Bank, N.A.) and mining (through its 72.5% interest in MK Gold Company).
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Reliance Group Holdings, Inc., headquartered in New York City, has
major property and casualty insurance operations and an information technology
consulting company. Total 1999 revenues were $3.2 billion, and assets at
year-end were $14.6 billion.
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