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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): August 21, 2003
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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)
1-9922 13-2615557
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(Commission File Number) (I.R.S. Employer Identification No.)
315 PARK AVENUE SOUTH 10010
NEW YORK, N.Y. ---------
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(Address of Principal Executive Offices)
(212) 460-1900
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
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On August 21, 2003, Leucadia National Corporation ("Leucadia") and
WilTel Communications Group, Inc. ("WilTel") issued a joint press release
announcing board approval and execution of an Agreement and Plan of Merger
providing for the merger of a subsidiary of Leucadia into WilTel, with WilTel as
the surviving corporation.
Under the terms of the merger agreement, Leucadia will first commence
an exchange offer in which tendering WilTel stockholders will receive 0.4242 of
a Leucadia common share and one contingent sale right for each share of WilTel
common stock tendered in the offer. The exchange offer, if consummated, will be
followed by a back-end merger for the same consideration as offered in the
exchange offer. In general, the contingent sale rights give WilTel stockholders
the opportunity to receive additional Leucadia common shares if Leucadia sells
substantially all of WilTel's assets or outstanding shares of capital stock
prior to October 15, 2004 (which Leucadia has no plans to do) and the net
proceeds from such sale exceeds the valuation in this transaction accorded to
WilTel's equity.
Consummation of the transaction is subject to the condition that
there be validly tendered (and not withdrawn) at least a majority of the shares
of WilTel's outstanding common stock not owned by Leucadia, receipt of certain
regulatory approvals and other customary conditions. A copy of the Agreement and
Plan of Merger and the press release are attached hereto as Exhibits 2.1 and
99.1, respectively, and are incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of August 21, 2003,
among Leucadia National Corporation, Wrangler Acquisition
Corp. and WilTel Communications Group, Inc.
99.1 Press release of Leucadia National Corporation and WilTel
Communications Group, Inc. dated August 21, 2003.
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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.
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President and CFO
Date: August 22, 2003
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EXHIBIT INDEX
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2.1 Agreement and Plan of Merger, dated as of August 21, 2003, among
Leucadia National Corporation, Wrangler Acquisition Corp. and WilTel
Communications Group, Inc.
99.1 Press release of Leucadia National Corporation and WilTel
Communications Group, Inc. dated August 21, 2003.