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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
Amendment No. 1
----------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___________ to
___________
Commission file number: 1-5721
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-2615557
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1900
(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
COMMON SHARES, PAR VALUE $1 PER SHARE NEW YORK STOCK EXCHANGE
PACIFIC EXCHANGE, INC.
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.
(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 [X].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [_]
Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at June 30, 2003 (computed by reference to the
last reported closing sale price of the Common Shares on the New York Stock
Exchange on such date): $1,496,104,000.
On March 5, 2004, the registrant had outstanding 70,867,502 Common Shares.
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
2003 annual meeting of shareholders of the registrant are incorporated by
reference into Part III of this Report.
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NY2:\1386704\01\TPZK01!.DOC\76830.0001
EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in its entirety Item 15 of the
Annual Report on Form 10-K of Leucadia National Corporation (the "Company") for
the fiscal year ended December 31, 2003:
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-------- ----------------------------------------------------------------
(a)(1)(2) Financial Statements and Schedules.
Report of Independent Accountants............................................................................ F-1
Financial Statements:
Consolidated Balance Sheets at December 31, 2003 and 2002................................................. F-2
Consolidated Statements of Operations for the years ended December 31, 2003,
2002 and 2001......................................................................................... F-3
Consolidated Statements of Cash Flows for the years ended December 31, 2003,
2002 and 2001......................................................................................... F-4
Consolidated Statements of Changes in Shareholders' Equity for the years ended
December 31, 2003, 2002 and 2001....................................................................... F-6
Notes to Consolidated Financial Statements................................................................ F-7
Financial Statement Schedule:
Schedule I - Condensed Financial Information of Registrant................................................ F-51
Schedule II - Valuation and Qualifying Accounts........................................................... F-56
(3) Executive Compensation Plans and Arrangements.
---------------------------------------------
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 June 30,
2003 among the Company, Ian M. Cumming and Joseph S. Steinberg.
Leucadia National Corporation 2003 Senior Executive Annual Incentive
Bonus Plan (filed as Annex A to the Company's Proxy Statement dated
April 17, 2003 (the "2003 Proxy Statement")).
Employment Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993 (the "1993 10-K")).
Amendment, dated as of May 5, 1999, to the Employment Agreement made
as of December 28, 1993 by and between the Company and Ian M.
Cumming (filed as Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (the "2001
10-K")).
Employment Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.18 to the 1993
10-K).
Amendment, dated as of May 5, 1999, to the Employment Agreement made
as of December 28, 1993 by and between the Company and Joseph S.
Steinberg (filed as Exhibit 10.21 to the 2001 10-K).
Leucadia National Corporation Senior Executive Warrant Plan (filed
as Annex B to the 1999 Proxy Statement).
Deferred Compensation Agreement between the Company and Thomas E.
Mara dated as of December 20, 2001 (filed as Exhibit 10.28 to the
2001 10-K).
2
(b) Reports on Form 8-K.
-------------------
The Company filed current reports on Form 8-K dated October 2, 2003,
October 16, 2003, October 30, 2003, November 5, 2003, November 6, 2003,
November 14, 2003 and December 4, 2003, which set forth information under
Item 5. Other Events and Item 7. Financial Statements and Exhibits.
The Company filed a current report on Form 8-K dated November 6, 2003
which set forth information under Item 2. Acquisition or Disposition of
Assets and Item 7. Financial Statements and Exhibits.
(c) Exhibits.
--------
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 Certificate of Amendment of the Certificate of Incorporation
dated as of May 14, 2002 (previously filed).
3.3 Certificate of Amendment of the Certificate of Incorporation
dated as of December 23, 2002 (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 (the "2002 10-K")).*
3.4 Amended and Restated By-laws as amended through March 9,
2004 (previously filed).
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 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 Fiber Lease Agreement together with Colocation and
Maintenance Agreement, each dated April 26, 2002, and each
amended October 10, 2002, and February 14, 2003, between WCL
and Metromedia Fiber National Network, Inc. (filed as
Exhibit 10.48 to WilTel's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (the "WilTel 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 June
30, 2003 among the Company, Ian M. Cumming and Joseph S.
Steinberg (previously filed).
10.6 Form of Amended and Restated Revolving Credit Agreement
dated as of March 11, 2003 between the Company, Fleet
National Bank as Administrative Agent, The Chase Manhattan
Bank, as Syndication Agent, and the Banks signatory thereto,
with Fleet Boston Robertson Stephens, Inc., as Arranger
(filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003).*
3
10.7 Purchase Agreement among Conseco, Inc., the Company, Charter
National Life Insurance Company, Colonial Penn Group, Inc.,
Colonial Penn Holdings, Inc., Leucadia Financial
Corporation, Intramerica Life Insurance Company, 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). *
10.8 Purchase Agreement among General Electric Capital
Corporation, the Company, Charter National Life Insurance
Company, Colonial Penn Group Inc. and Colonial Penn
Holdings, Inc. dated as of June 30, 1997 (filed as Annex A
to the Company's Proxy Statement dated October 3, 1997 (the
"1997 Proxy Statement")).*
10.9 Purchase Agreement by and among Allstate Life Insurance
Company, Allstate Life Insurance Company of New York,
Charter National Life Insurance Company, Intramerica Life
Insurance Company and the Company, dated February 11, 1998
(filed as Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (the
"1997 10-K")).*
10.10 Leucadia National Corporation 2003 Senior Executive Annual
Incentive Bonus Plan (filed as Annex A to the 2003 Proxy
Statement).*
10.11 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 Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998
(the "1998 10-K)).*
10.12 Employment Agreement made as of December 28, 1993 by and
between the Company and Ian M. Cumming (filed as Exhibit
10.17 to the Company's 1993 10-K).*
10.13 Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Ian M. Cumming (filed as Exhibit 10.19 to the
2001 10-K).*
10.14 Employment Agreement made as of December 28, 1993 by and
between the Company and Joseph S. Steinberg (filed as
Exhibit 10.18 to the 1993 10-K).*
10.15 Amendment, dated as of May 5, 1999, to the Employment
Agreement made as of December 28, 1993 by and between the
Company and Joseph S. Steinberg (filed as Exhibit 10.21 to
the 2001 10-K).*
10.16 Management Services Agreement dated as of February 26, 2001
among The FINOVA Group Inc., the Company and Leucadia
International Corporation (filed as Exhibit 10.20 to the
2000 10-K).*
10.17 Voting Agreement, dated August 21, 2001, by and among
Berkadia LLC, Berkshire Hathaway Inc., the Company and The
FINOVA Group Inc. (filed as Exhibit 10.J to the Company's
Current Report on Form 8-K dated August 27, 2001).*
10.18 Deferred Compensation Agreement between the Company and
Thomas E. Mara dated as of December 20, 2001 (filed as
Exhibit 10.28 to the 2001 10-K).*
4
10.19 Settlement Agreement dated as of July 26, 2002, by and among
The Williams Companies Inc. ("TWC"), Williams Communications
Group, Inc. ("WCG"), CG Austria, Inc., the official
committee of unsecured creditors and the Company (filed as
Exhibit 99.2 to the Current Report on Form 8-K of WCG dated
July 31, 2002 (the "WCG July 31, 2002 8-K")).*
10.20 Investment Agreement, dated as of July 26, 2002, by and
among the Company, WCG and, for purposes of Section 7.4
only, Williams Communications, LLC ("WCL") (filed as Exhibit
99.4 to the WCG July 31, 2002 8-K). *
10.21 First Amendment, made as of September 30, 2002, to the
Investment Agreement, dated as of July 26, 2002, by and
among the Company, WCG and WCL (filed as Exhibit 99.4 to the
Current Report on Form 8-K of WCG dated October 24, 2002
(the "WilTel October 24, 2002 8-K")). *
10.22 Second Amendment, made as of October 15, 2002, to the
Investment Agreement, dated as of July 26, 2002, as amended
on September 30, 2002, by and among the Company, WCG and WCL
(filed as Exhibit 99.5 to the WilTel October 24, 2002 8-K). *
10.23 Purchase and Sale Agreement, dated as of July 26, 2002, by
and between TWC and the Company (filed as Exhibit 99.5 to
the Company's Current Report on Form 8-K dated July 31,
2002).*
10.24 Amendment, made as of October 15, 2002, to the Purchase and
Sale Agreement, dated as of July 26, 2002, by and among the
Company and TWC (filed as Exhibit 99.2 to the WilTel October
24, 2002 8-K). *
10.25 Escrow Agreement, dated as of October 15, 2002, among the
Company, TWC, WilTel and The Bank of New York, as Escrow
Agent (filed as Exhibit 99.3 to the WilTel October 24, 2002
8-K). *
10.26 Share Purchase Agreement, dated April 17, 2002 between LUK
Fidei L.L.C. and Hampton Trust PLC (filed as Exhibit 10.37
to the 2002 10-K).*
10.27 Reiterative Share Purchase Agreement, dated June 4, 2002,
among Savits AB Private, Hampton Trust Holding (Europe) SA,
John C. Jones and Herald Century Consolidated SA (filed as
Exhibit 10.38 to the 2002 10-K).*
10.28 Agreement and Plan of Merger, dated August 21, 2003, among
the Company, Wrangler Acquisition Corp. and WilTel (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K
dated August 22, 2003). *
10.29 Stock Purchase Agreement, dated as of October 21, 2002,
between HomeFed Corporation ("HomeFed") and the Company
(filed as Exhibit 10.1 to the Current Report on Form 8-K of
HomeFed dated October 22, 2002). *
10.30 Second Amended and Restated Berkadia LLC Operating
Agreement, dated December 2, 2002, by and among BH Finance
LLC and WMAC Investment Corporation (filed as Exhibit 10.40
to the 2002 10-K).*
10.31 Subscription Agreement made and entered into as of December
23, 2002 by and among the Company and each of the entities
named in Schedule I thereto (filed as Exhibit 10.41 to the
2002 10-K).*
5
10.32 Amended and Restated Alliance Agreement between Telefonos de
Mexico, S.A. de C.V. and Williams Communications, Inc.,
dated May 25, 1999 (filed as Exhibit 10.2 to WCG's Equity
Registration Statement, Amendment No. 8, dated September 29,
1999). *
10.33 Master Alliance Agreement between SBC Communications Inc.
and Williams Communications, Inc. dated February 8, 1999
(filed as Exhibit 10.10 WCG's Equity Registration Statement,
Amendment No. 1, dated May 27, 1999). *
10.34 Transport Services Agreement dated February 8, 1999, between
Southwestern Bell Communication Services, Inc. and Williams
Communications, Inc. (filed as Exhibit 10.11 to WCG's Equity
Registration Statement, Amendment No. 1, dated May 27,
1999). *
10.35 Copy of WCG's April 22, 2002, agreement with principal
creditor group (filed as Exhibit 10.1 to WCG's Current
Report on Form 8-K dated April 22, 2002 (the "WCG April 22,
2002 8-K")). *
10.36 Copy of WCG's agreement with TWC (filed as Exhibit 10.2 to
the WCG April 22, 2002 8-K). *
10.37 First Amended Joint Chapter 11 Plan of Reorganization of WCG
and CG Austria, filed with the Bankruptcy Court as Exhibit 1
to the Settlement Agreement (filed as Exhibit 99.3 to the
WCG July 31, 2002 8-K). *
10.38 Real Property Purchase and Sale Agreement among WilTel,
Williams Headquarters Building Company, Williams Technology
Center, LLC, WCL, and Williams Aircraft Leasing, LLC, dated
July 26, 2002, filed with the Bankruptcy Court as Exhibit 4
to the Settlement Agreement (filed as Exhibit 99.6 to the
WCG July 31, 2002 8-K). *
10.39 List of TWC Continuing Contracts, filed with the Bankruptcy
Court as Exhibit 5 to the Settlement Agreement (filed as
Exhibit 99.7 to the WCG July 31, 2002 8-K). *
10.40 Agreement for the Resolution of Continuing Contract Disputes
among WCG, WCL and TWC, dated July 26, 2002, filed with the
Bankruptcy Court as Exhibit 6 to the Settlement Agreement
(filed as Exhibit 99.8 to the WCG July 31, 2002 8-K). *
10.41 Tax Cooperation Agreement between WCG and TWC, dated July
26, 2002, filed with the Bankruptcy Court as Exhibit 7 to
the Settlement Agreement (filed as Exhibit 99.9 to the WCG
July 31, 2002 8-K). *
10.42 Amendment to Trademark License Agreement between WCG and
TWC, dated July 26, 2002, filed with the Bankruptcy Court as
Exhibit to the Settlement Agreement (filed as Exhibit 99.10
to the WCG July 31, 2002 8-K). *
10.43 Assignment of Rights between Williams Information Services
Corporation and WCL, dated July 26, 2002, filed with the
Bankruptcy Court as Exhibit 9 to the Settlement Agreement
(filed as Exhibit 99.11 to the WCG July 31, 2002 8-K). *
10.44 Guaranty Indemnification Agreement between WCG and TWC,
dated July 26, 2002, filed with the Bankruptcy Court as
Exhibit 10 to the Settlement Agreement (filed as Exhibit
99.12 to the WCG July 31, 2002 8-K). *
10.45 Declaration of Trust, dated as of October 15, 2002, by and
among WCG, WilTel and the Residual Trustee (filed as Exhibit
99.1 to WilTel's Current Report on Form 8-K dated October
24, 2002 (the "WilTel October 24, 2002 8-K")). *
6
10.46 Second Amended and Restated Credit and Guaranty Agreement of
WilTel, dated as of September 8, 1999, as amended and
restated as of April 25, 2001 and as further amended and
restated as of October 15, 2002 (filed as Exhibit 99.12 to
the WilTel October 24, 2002 8-K). *
10.47 Amendment No. 9, dated as of October 15, 2002, to Amended
and Restated Credit Agreement of WilTel, dated as of
September 8, 1999, and Amendment No. 1, dated as of October
15, 2002, to the Subsidiary Guarantee, dated as of September
8, 1999 (filed as Exhibit 99.13 to the WilTel October 24,
2002 8-K).*
10.48 Amended and Restated Security Agreement, dated as of April
23, 2001, as amended and restated as of October 15, 2002
(filed as Exhibit 99.14 to the WilTel October 24, 2002 8-K). *
10.49 Amendment No. 1, dated as of October 15, 2002, to the Real
Property Purchase and Sale Agreement, dated as of July 26,
2002, among Williams Headquarters Building Company, WTC,
WCL, WCG and Williams Communications Aircraft, LLC (filed as
Exhibit 99.15 to the WilTel October 24, 2002 8-K). *
10.50 Pledge Agreement dated as of October 15, 2002, by CG
Austria, Inc., as pledgor, to Williams Headquarters Building
Company, as pledgee (filed as Exhibit 10.42 to the WilTel
10-K). *
10.51 First Amendment to Master Alliance Agreement between SBC
Communications Inc. and Williams Communications, Inc., by
and between SBC Communications Inc. and WCL, effective as of
September 23, 2002 (filed as Exhibit 10.43 to the WilTel
10-K). *
10.52 First Amendment to Transport Services Agreement among
Southwestern Bell Communications Services Inc., SBC
Operations, Inc. and Williams Communications, Inc., by and
among Southwestern Bell Communications Services Inc., SBC
Operations, Inc. and Williams Communications, Inc., dated
September 29, 2000 (filed as Exhibit 10.44 to the WilTel
10-K). *
10.53 Second Amendment to Transport Services Agreement, as amended
by Amendment No. 1 dated September 29, 2000, by and among
Southwestern Bell Communications Services Inc., SBC
Operations, Inc. and WCL, effective as of June 25, 2001
(filed as Exhibit 10.45 to the WilTel 10-K). *
10.54 Third Amendment to Transport Services Agreement, as amended
by Amendment No. 1 dated September 20, 2000, and Amendment
No. 2 dated June 25, 2001, by and among Southwestern Bell
Communications Services Inc., SBC Operations, Inc. and WCL,
effective as of September 23, 2002 (filed as Exhibit 10.46
to the WilTel 10-K). *
10.55 Fiber Lease Agreement, together with Colocation and
Maintenance Agreement and Lease Agreement #2, each dated
April 26, 2002, and each amended October 10, 2002, between
Metromedia Fiber Network Services, Inc. and WCL (filed as
Exhibit 10.47 to the WilTel 10-K). *
10.56 Amendment No. 2 to Master Alliance Agreement and Amendment
No. 4 to Transport Services Agreement, dated December 31,
2003, amending the (a) Master Alliance Agreement, effective
as of February 8, 1999, as amended by Amendment No. 1
effective September 23, 2002, by and between WCL, and SBC
Communications Inc. and (b) Transport Services Agreement,
effective as of February 8, 1999, as amended by Amendment
No. 1 dated as of September 29, 2000, Amendment No. 2 and
Amendment No. 3 dated as of September 23, 2002 by and among
WCL, SBC Operations, Inc., and Southwestern Bell
Communications Services Inc. (previously filed).
7
21 Subsidiaries of the registrant (previously filed).
23.1 Consent of PricewaterhouseCoopers LLP 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), Form S-8 (File No. 33-61718), Form S-8 (File No.
333-51494) and Form S-4 (File No. 333-86018) (previously
filed).
23.2 Consent of PricewaterhouseCoopers, with respect to the
inclusion in this Annual Report on Form 10-K the financial
statements of Olympus Re Holdings, Ltd. and with respect to
the incorporation by reference in the Company's Registration
Statements on Form S-8 (No. 2-84303), Form S-8 and S-3 (No.
33-6054), Form S-8 and S-3 (No. 33-26434), Form S-8 and S-3
(No. 33-30277), Form S-8 (No. 33-61682), Form S-8 (No.
33-61718), Form S-8 (No. 333-51494) and Form S-4 (No.
333-86018) (previously filed).
23.3 Consent of independent auditors from Ernst & Young LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of Berkadia LLC and with respect
to the incorporation by reference in the Company's
Registration Statements on Form S-8 (No. 2-84303), Form S-8
and S-3 (No. 33-6054), Form S-8 and S-3 (No. 33-26434), Form
S-8 and S-3 (No. 33-30277), Form S-8 (No. 33-61682), Form
S-8 (No. 33-61718), Form S-8 (No. 333-51494) and Form S-4
(No. 333-86018) (previously filed).
23.4 Consent of independent auditors from Ernst & Young LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of The FINOVA Group Inc. and
with respect to the incorporation by reference in the
Company's Registration Statements on Form S-8 (No. 2-84303),
Form S-8 and S-3 (No. 33-6054), Form S-8 and S-3 (No.
33-26434), Form S-8 and S-3 (No. 33-30277), Form S-8 (No.
33-61682), Form S-8 (No. 33-61718), Form S-8 (No. 333-51494)
and Form S-4 (No. 333-86018) (filed herewith).
23.5 Independent Auditors' Consent from KPMG LLP, with respect to
the inclusion in this Annual Report on Form 10-K of the
financial statements of Jefferies Partners Opportunity Fund
II, LLC for the three years ended December 31, 2003 and with
respect to the incorporation by reference in the Company's
Registration Statements on Form S-8 (No. 2-84303), Form S-8
and S-3 (No. 33-6054), Form S-8 and S-3 (No. 33-26434), Form
S-8 and S-3 (No. 33-30277), Form S-8 (No. 33-61682), Form
S-8 (No. 33-61718), Form S-8 (No. 333-51494) and Form S-4
(No. 333-86018) (previously filed).
23.6 Consent of independent auditors from BDO Seidman, LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of EagleRock Capital Partners
(QP), LP and EagleRock Master Fund and with respect to the
incorporation by reference in the Company's Registration
Statements on Form S-8 (No. 2-84303), Form S-8 and S-3 (No.
33-6054), Form S-8 and S-3 (No. 33-26434), Form S-8 and S-3
(No. 33-30277), Form S-8 (No. 33-61682), Form S-8 (No.
33-61718), Form S-8 (No. 333-51494) and Form S-4 (No.
333-86018) (previously filed).
23.7 Consent of independent auditors from Ernst & Young LLP with
respect to the inclusion in this Annual Report on Form 10-K
of the financial statements of WilTel Communications Group,
Inc. and with respect to the incorporation by reference in
the Company's Registration Statements on Form S-8 (No.
2-84303), Form S-8 and S-3 (No. 33-6054), Form S-8 and S-3
(No. 33-26434), Form S-8 and S-3 (No. 33-30277), Form S-8
(No. 33-61682), Form S-8 (No. 33-61718), Form S-8 (No.
333-51494) and Form S-4 (No. 333-86018) (previously filed).
8
31.1 Certification of Chairman of the Board and Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of President pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.3 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chairman of the Board and Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. **
32.2 Certification of President pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
32.3 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
(d) Financial statement schedules.
-----------------------------
(1) Berkadia LLC financial statements as of December 31, 2003
and 2002 and for the years ended December 31, 2003 and 2002
and for the period from inception, February 26, 2001, to
December 31, 2001 (previously filed).
(2) Olympus Re Holdings, Ltd. combined financial statements as
of December 31, 2003 and 2002 for the years ended December
31, 2003 and 2002 and for the period from December 3, 2001
(date of incorporation) to December 31, 2001 (previously
filed).
(3) The FINOVA Group Inc. and subsidiaries consolidated
financial statements as of December 31, 2003 and 2002 and
for the years ended December 31, 2003, 2002 and 2001 (filed
as Item 8 of The FINOVA Group Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 2003).*
(4) Jefferies Partners Opportunity Fund II, LLC financial
statements as of December 31, 2003 and 2002 and for the
years ended December 31, 2003, 2002 and 2001 (previously
filed).
(5) EagleRock Capital Partners (QP), LP financial statements as
of December 31, 2003 and 2002 and for the year ended
December 31, 2003 and for the period from January 1, 2002
(commencement of operations) to December 31, 2002 and
EagleRock Master Fund financial statements as of December
31, 2003 and 2002 and for the year ended December 31, 2003
and for the period from May 1, 2002 (commencement of
operations) to December 31, 2002 (previously filed).
(6) WilTel Communications Group, Inc. consolidated financial
statements as of November 5, 2003 and December 31, 2002
(Successor Company), and for the periods from January 1,
2003 through November 5, 2003, and November 1, 2002 through
December 31, 2002 (Successor Company) and the periods
January 1, 2002 through October 31, 2002, and for the year
ended December 31, 2001 (Predecessor Company) (previously
filed).
-----------------------------
* Incorporated by reference.
** Furnished pursuant to item 601(b) (32) of Regulation S-K.
9
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
March 30, 2004 By: /s/ Barbara L. Lowenthal
-------------------------------
Barbara L. Lowenthal
Vice President and Comptroller
10