S-3ASR
As filed with the Securities and Exchange Commission on
August 24, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
LEUCADIA NATIONAL
CORPORATION
(Exact Name of Registrant as
Specified in Its Charter)
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New York
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6331
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13-2615557
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(Primary State or Other
Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer Standard
Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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315 Park Avenue South
New York, New York
10010
(212) 460-1900
(Name, address, including zip
code, and telephone number,
including area code, of
registrants principal executive offices)
Joseph A. Orlando
Leucadia National
Corporation
315 Park Avenue South
New York, New York
10010
(212) 460-1900
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
Andrea A.
Bernstein, Esq.
Weil, Gotshal & Manges
LLP
767 Fifth Avenue
New York, New York
10153
(212) 310-8000
Approximate date of commencement of proposed sale of the
securities to the public: From time to time or at
one time after the effective date of this Registration Statement
as determined by the Registrant.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION
OF REGISTRATION FEE CHART
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Offering Price
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Proposed Maximum
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Amount of
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Securities to be Registered
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Registered
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Per Unit
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Aggregate Offering Price
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Registration Fee
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Common Shares, par value $1.00 per
share
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(1)
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(1)
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(1)
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(1)
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Preferred Shares, par value $1.00
per share
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Debt Securities
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Convertible Securities
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Warrants
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Units(2)
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(1)
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Because an unspecified amount of securities registered hereby
will be offered pursuant to an automatic shelf registration
statement, the issuer has elected to rely on Rule 456(b)
and Rule 457(r) of the Securities Act of 1933, as amended,
to defer payment of the registration fee.
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(2)
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Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
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PROSPECTUS
Leucadia National
Corporation
Common Shares
Preferred Shares
Debt Securities
Convertible
Securities
Warrants
Units
We and/or
selling securityholders may offer and sell shares of our common
shares, par value $1.00 per share, and we may offer and sell
shares of our preferred shares, par value $1.00 per share, debt
securities, convertible securities, warrants or units from time
to time in amounts, at prices and on terms that will be
determined at the time of any such offering. Each time our
securities are offered, we will provide a prospectus supplement
containing more specific information about the particular
offering and attach it to this prospectus. The prospectus may
not be used to offer or sell securities without a prospectus
supplement which includes a description of the method and terms
of the offering.
You should carefully read this prospectus and any accompanying
prospectus supplement, together with the documents we
incorporate by reference, before you invest in our securities.
We and/or
certain selling securityholders may offer and sell these
securities to or through one or more underwriters, dealers and
agents, or directly to purchasers, on a continuous or delayed
basis. We will not receive any proceeds of any sale by any
selling securityholder. The prospectus supplement will provide
the specific terms of the plan of distribution.
Our common shares are listed on the New York Stock Exchange
under the symbol LUK.
Investing in our securities involves risks. Please
refer to the Risk Factors section contained in any
applicable prospectus supplement and in the documents we
incorporate by reference for a description of the risks you
should consider when evaluating such investment.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 24, 2007
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement on
Form S-3
that we filed with the Securities and Exchange Commission, or
the SEC, as a well-known seasoned issuer as defined
in Rule 405 under the Securities Act of 1933, as amended,
or the Securities Act. By using a shelf registration statement,
we and/or
certain selling securityholders may sell, at any time and from
time to time, in one or more offerings, our common shares,
preferred shares, debt securities, convertible securities,
warrants or units as described in this prospectus or any
accompanying prospectus supplement. As allowed by SEC rules,
this prospectus does not contain all of the information included
in the registration statement. For further information, we refer
you to the registration statement, including its exhibits, the
documents incorporated by reference therein and herein as well
as any accompanying prospectus supplements. Statements contained
in this prospectus and any accompanying prospectus supplement
about the provisions or contents of any agreement or other
document are not necessarily complete. If the SECs rules
and regulations require that an agreement or document be filed
as an exhibit to the registration statement, please see that
agreement or document for a complete description of these
matters.
You should read this prospectus and any accompanying prospectus
supplement together with any additional information you may need
to make your investment decision. You should also read and
carefully consider the information in the documents we have
referred you to in Where You Can Find More
Information. Information incorporated by reference after
the date of this prospectus is considered a part of this
prospectus and may add, update or change information contained
in this prospectus. The information in this prospectus, any
accompanying prospectus supplement or any document incorporated
herein or therein by reference is accurate as of the date
contained on the cover of such documents. Neither the delivery
of this prospectus nor any accompanying prospectus supplement,
nor any sale made under this prospectus nor any accompanying
prospectus supplement will, under any circumstances, imply that
the information in this prospectus or any accompanying
prospectus supplement is correct as of any date after the date
of this prospectus or any such accompanying prospectus
supplement. Any information in such subsequent filings that is
inconsistent with this prospectus will supersede the information
in any accompanying prospectus supplement. You should rely only
on the information incorporated by reference or provided in this
prospectus and any supplement. We have not authorized anyone
else to provide you with any other information.
Unless otherwise expressly stated herein or the context
otherwise requires, all references in this prospectus to
Leucadia, we, us,
our, our company or the
company refer to Leucadia National Corporation, a New York
corporation, and its direct and indirect subsidiaries.
FORWARD-LOOKING
STATEMENTS
Some of the statements contained in or incorporated by reference
in this prospectus contain forward-looking statements within the
meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. These statements may relate, but
are not limited, to projections of revenues, income or loss,
capital expenditures, plans for growth and future operations,
competition and regulation, as well as assumptions relating to
the foregoing.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted or quantified.
When used in this prospectus, the words estimates,
expects, anticipates,
believes, plans, intends and
variations of these words and similar expressions are intended
to identify forward-looking statements that involve risks and
uncertainties. Future events and actual results could differ
materially from those set forth in, contemplated by or
underlying the forward-looking statements.
The factors that could cause actual results to differ materially
from those suggested by any of these statements include, but are
not limited to, those discussed or identified from time to time
in our public filings, including without limitation our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2006, as amended,
and our Quarterly Reports on
Form 10-Qs
for the quarters ended March 31, 2007 and June 30,
2007, such as:
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risks associated with future acquisitions and investments;
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dependence on key management personnel;
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a worsening of general economic and market conditions or
increases in prevailing interest rate levels or a continued
weakening of the U.S. Dollar against the Euro;
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declines in U.S. commercial and residential real estate
markets;
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increased competition in the international and domestic plastics
market and volatility of raw material prices;
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availability of key raw materials;
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changes in foreign and domestic laws, regulations and taxes;
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adverse legal and regulatory developments that may affect our
particular businesses;
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changes in mortgage interest rate levels or changes in consumer
lending practices;
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risks associated with the operation of a new business without a
proven track record;
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ability to obtain, maintain and defend patent protection for our
products and technologies, preserve trade secrets and operate
without infringing the intellectual property rights of others;
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increased competition in the luxury segment of the premium table
wine market;
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ability to obtain sufficient or cost effective
telecommunications termination capacity from high quality
carriers to particular destinations;
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reliance on independent distributors to generate
telecommunications revenue;
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increased competition and adverse changes in pricing
environments;
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increased default rates and decreased value of assets pledged to
us;
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adverse economic, political or environmental developments where
we have mining interests (including Spain and Australia) that
could delay or preclude the issuance of permits, result in
increased development costs or increased financing costs, or any
other developments that result in a decrease in mineral prices;
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changes in the composition of our assets and liabilities through
acquisitions and dispositions;
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weather related conditions and significant natural disasters,
including hurricanes, tornadoes, windstorms, earthquakes and
hailstorms that may affect our operations or investments;
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ability to insure certain risks economically; and
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ability to generate sufficient taxable income to fully realize
our deferred tax asset.
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Accordingly, we caution you against relying on these
forward-looking statements, which are applicable only as of the
date of this prospectus. We undertake no obligation to revise or
update these forward-looking statements to reflect events or
circumstances that arise after the date of this prospectus or to
reflect the occurrence of unanticipated events.
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OUR
COMPANY
We are a diversified holding company engaged in a variety of
businesses, including manufacturing, telecommunications,
property management and services business, gaming entertainment,
real estate activities, medical product development, winery
operations and residual banking and lending activities that are
in run-off. We also own equity interests in operating businesses
and investment partnerships which are accounted for under the
equity method of accounting, including a broker-dealer engaged
in the trading of high yield and special situation securities,
land based contract oil and gas drilling, real estate activities
and development of a copper mine in Spain. We concentrate on
return on investment and cash flow to maximize long-term
shareholder value. Additionally, we continuously evaluate the
retention and disposition of our existing operations and
investigate possible acquisitions of new businesses. In
identifying possible acquisitions, we tend to seek assets and
companies that are out of favor or troubled and, as a result,
are selling substantially below the values we believe to be
present.
Our manufacturing operations are conducted through Idaho Timber,
LLC, or Idaho Timber, and Conwed Plastics, LLC, or Conwed
Plastics. Idaho Timber primarily remanufactures dimension lumber
and remanufactures, packages
and/or
produces other specialized wood products. Conwed Plastics
manufactures and markets lightweight plastic netting used for a
variety of purposes including, among other things, building and
construction, erosion control, agriculture, packaging, carpet
padding, filtration and consumer products.
Our telecommunications operation is conducted through STi
Prepaid, LLC, a seller of international prepaid phone cards and
other telecommunication services in the U.S.
Our property management and services business is conducted
through ResortQuest International, Inc., a company engaged in
offering management services to vacation properties in beach and
mountain resort locations in the continental United States and
Canada, as well as in real estate brokerage services and other
rental and property owner services.
Our gaming entertainment operations are conducted through our
controlling interest in Premier Entertainment Biloxi, LLC, or
Premier, which is the owner of the Hard Rock Hotel &
Casino Biloxi, or Hard Rock Biloxi, located in Biloxi,
Mississippi. The Hard Rock Biloxi was severely damaged by
Hurricane Katrina and re-opened in June 2007 after an extensive
rebuilding effort. In August 2007, Premier and its subsidiary
emerged from bankruptcy pursuant to their Chapter 11
reorganization plan.
Our domestic real estate operations include a mixture of
commercial properties, residential land development projects and
other unimproved land, all in various stages of development and
all available for sale.
Our medical product development operation is conducted through
our majority-owned, development stage subsidiary, Sangart, Inc.,
or Sangart. Sangart is developing a product called
Hemospan®
which is a form of cell-free hemoglobin that is designed for
intravenous administration to treat a variety of medical
conditions, including use as an alternative to red blood cell
transfusions.
Our winery operations consist of Pine Ridge Winery in Napa
Valley, California and Archery Summit in the Willamette Valley
of Oregon. These wineries primarily produce and sell wines in
the luxury segment of the premium table wine market.
Our land based contract oil and gas drilling investment is
conducted through our equity interest in Goober Drilling, LLC,
or Goober. Based in Stillwater, Oklahoma, Goober provides
drilling services to exploration and production companies. In
August 2007, we invested an additional $20,000,000 in Goober,
increasing our equity interest to 50%.
Our investment in the development of a copper mine consists of
our 30% interest in Cobre Las Cruces, S.A., a former subsidiary
that holds the exploration and mineral rights to the Las Cruces
copper deposit in the Pyrite Belt of Spain. We also hold an
11.6% interest in Inmet Mining Corporation, a Canadian-based
global mining company, that produces copper, zinc and gold, that
owns the remaining 70% of Cobre Las Cruces.
Our largest equity investment is our 9.93% interest in Fortescue
Metals Group Ltd, or Fortescue, a publicly traded company listed
on the Australian Stock Exchange. We have invested an aggregate
of $452,200,000 in Fortescues Pilbara iron ore and
infrastructure project in Western Australia, including a
$100,000,000 note of
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Fortescues subsidiary, FMG Chichester Pty Ltd. Interest on
the note is calculated as 4% of the revenue, net of government
royalties, invoiced from the iron ore produced from that
projects Cloud Break and Christmas Creek areas. The
Fortescue shares acquired by us may be sold without restriction.
As of August 23, 2007, our investment in Fortescue stock
had a market value of $734,000,000.
Our principal executive offices are located at 315 Park Avenue
South, New York, New York 10010. Our telephone number is
(212) 460-1900.
Our website is
http://www.leucadia.com.
The information contained on our website does not constitute a
part of this prospectus.
RISK
FACTORS
Please carefully consider the risk factors described in our
periodic reports filed with the SEC, which are incorporated by
reference in this prospectus. Before making an investment
decision, you should carefully consider these risks as well as
other information we include or incorporate by reference in this
prospectus or include in any applicable prospectus supplement.
Additional risks and uncertainties not presently known to us or
that we deem currently immaterial may also impair our business
operations or adversely affect our results of operations or
financial condition.
USE OF
PROCEEDS
The use of proceeds will be specified in the applicable
prospectus supplement. We will not receive any proceeds from any
sales by selling securityholders.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated:
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Six Months Ended
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June 30,
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Year Ended December 31,
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2007
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2006
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2006
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2005
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2004
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2003
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2002(b)
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Ratio of Earnings to Fixed
Charges(a)
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2.53
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5.50
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3.42
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2.77
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2.02
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1.28
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n/a
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Notes:
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(a) |
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For purposes of computing these ratios, earnings represented
consolidated pre-tax income from continuing operations before
cumulative effect of a change in accounting principles and
equity in undistributed earnings or loss of associated
companies, plus fixed charges. Fixed charges include
all interest expense, the portion of net rental expense
representative of the interest factor and amortization of debt
expense. Fixed charges include amounts related to continuing and
discontinued operations. |
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(b) |
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For the year ended December 31, 2002 fixed
charges exceeded earnings by $5,900,000. |
DESCRIPTION
OF CAPITAL STOCK
The following description of our common stock does not purport
to be complete and is subject in all respects to applicable New
York law and qualified by reference to the provisions of our
restated certificate of incorporation, as amended, and our
bylaws. Copies of our restated certificate of incorporation and
bylaws will be sent to shareholders upon request. See
Where You Can Find More Information.
Authorized
Capital
Our authorized capital stock consists of 600,000,000 common
shares, par value $1.00 per share, and 6,000,000 preferred
shares, par value $1.00 per share.
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Our
Common Shares
As of August 23, 2007, there were 216,638,665 shares
of our common shares outstanding.
Dividends. Subject to the rights of the
holders of any preferred shares that may be outstanding, holders
of our common shares are entitled to receive dividends as may be
declared by our board of directors out of funds legally
available to pay dividends.
Voting. Each holder of common shares is
entitled to one vote for each share held of record on the
applicable record date for all matters submitted to a vote of
shareholders. Holders of common shares have no cumulative voting
rights.
Preemptive Rights, Conversion and
Redemption. Holders of common shares have no
preemptive rights to purchase or subscribe for any stock or
other securities, and there are no conversion rights or
redemption, purchase, retirement or sinking fund provisions with
respect to our common shares.
Liquidation, Dissolution and
Winding-up. In
the event of liquidation, dissolution or
winding-up
of our affairs, holders of our common shares are entitled to
share in any distribution of our assets after payment or
providing for the payment of liabilities and the liquidation
preference of any outstanding preferred shares.
Our
Preferred Shares
We are authorized by our restated certificate of incorporation
to issue up to 6,000,000 shares of preferred stock in one
or more series, of which no shares are issued and outstanding.
The board of directors has the authority, without any vote or
action by our shareholders, to (a) authorize the issuance
of preferred stock up to the limit set by our certificate of
incorporation, (b) create new series of preferred stock and
(c) fix the terms of each series, including any rights
related to dividends, voting, conversion, redemption and
liquidation preference. The issuance of preferred stock could
adversely affect the voting and other rights of holders of our
common shares and may have the effect of delaying or preventing
a change in control of our company.
Transfer
Restrictions on our Common Shares
General. In order to protect our significant
tax loss carryforwards and other tax attributes, our common
shares are subject to certain transfer restrictions contained in
our restated certificate of incorporation. The transfer
restriction imposes restrictions on the transfer of our common
shares to designated persons.
Tax Law Limitations. The benefit of a
companys existing tax loss and credit carryovers, as well
as the benefit of built-in losses, can be reduced or eliminated
under Section 382 of the Internal Revenue Code.
Section 382 limits the use of losses and other tax benefits
by a company that has undergone an ownership change,
as defined in Section 382 of the Code. Generally, an
ownership change occurs if one or more shareholders,
each of whom owns 5% or more in value of a companys
capital stock, increase their aggregate percentage ownership by
more than 50 percentage points over the lowest percentage
of stock owned by such shareholders over the preceding
three-year period. For this purpose, all holders who each own
less than 5% of a companys capital stock are generally
treated together as one 5% shareholder. In addition, certain
attribution rules, which generally attribute ownership of stock
to the ultimate beneficial owner thereof without regard to
ownership by nominees, trusts, corporations, partnerships or
other entities, are applied in determining the level of stock
ownership of a particular shareholder. Options (including
warrants and other rights) to acquire capital stock may be
treated as if they had been exercised, on an
option-by-option
basis, if the issuance, transfer or structuring of the option
meets certain tests. All percentage determinations are based on
the fair market value of a companys capital stock,
including any preferred stock which is voting or convertible (or
otherwise participates in corporate growth).
If an ownership change were to occur in respect of
the company or any of its subsidiaries or subsidiary groups, the
amount of taxable income in any year (or portion of a year)
subsequent to the ownership change that could be offset by net
operating losses (NOLs) or other tax attributes
existing (or built-in) prior to such ownership
change could not exceed an amount equal to the product
obtained by multiplying (1) the aggregate value of the
company, the subsidiary or the subsidiary group that underwent
the ownership change by (2) the federal
long-term tax exempt rate. Because the aggregate value of the
company or any of its subsidiaries, as well as
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the federal long-term tax-exempt rate, fluctuate, it is
impossible to predict with any accuracy the annual limitation
upon the amount of taxable income that could be offset by such
NOLs or other tax attributes (and built-in losses)
were an ownership change to occur in the future.
However, if such limitation were to exceed the taxable income
against which it otherwise would be applied for any year
following an ownership change, the limitation for
the ensuing year would be increased by the amount of such excess.
Description of the Transfer Restrictions. Our
restated certificate of incorporation generally restricts until
December 31, 2024 (or earlier, in certain events) any
attempted transfer of our common shares or any other securities
that would be treated as our stock under the
applicable tax regulations (which we refer to herein as
Leucadia Stock) to a person or group of persons who
own, or who would own as a result of such transfer, 5% or more
of the Leucadia Stock. The transfer restriction also restricts
any other attempted transfer of Leucadia Stock that would result
in the identification of a new 5-percent shareholder
of our company, as determined under applicable tax regulations.
This would include, among other things, an attempted acquisition
of Leucadia Stock from an existing
5-percent
shareholder. For these purposes, numerous rules of attribution,
aggregation and calculation prescribed under the Internal
Revenue Code (and related regulations) will be applied in
determining whether the 5% threshold has been met and whether a
group exists. The transfer restriction may also apply to
proscribe the creation or transfer of certain
options, which are broadly defined, in respect of
the Leucadia Stock.
Acquisitions of Leucadia Stock directly from us, whether by way
of option exercise or otherwise, are not subject to the transfer
restriction. Consequently, persons or entities that are able to
acquire our common shares directly from us, including our
employees, officers and directors, may do so without application
of the transfer restriction, irrespective of the number of our
common shares they are acquiring. As a result, those persons or
entities dealing directly with us may be seen to receive an
advantage over persons or entities who are not able to acquire
our common shares directly from us and, therefore, are
restricted by the terms of the transfer restriction. It should
be noted, however, that any direct acquisitions of our common
shares from us first requires board approval and in granting
such approval, the board will review the implications of any
such issuance for our NOLs and other tax attributes.
Our board of directors has the discretion to approve a transfer
of Leucadia Stock that would otherwise violate the transfer
restriction. Nonetheless, if the board of directors decides to
permit a transfer that would otherwise violate the transfer
restriction, that transfer or later transfers may result in an
ownership change that would limit the use of the tax
attributes of Leucadia. The board of directors intends to
consider any attempted transfer individually and determine at
the time whether it is in the best interest of our company,
after consideration of any factors that the board deems
relevant, to permit the transfer notwithstanding that an
ownership change may occur.
The transfer restriction will restrict a shareholders
ability to acquire additional Leucadia Stock in excess of the
specified limitations. Furthermore, a shareholders ability
to dispose of his Leucadia Stock, or any other Leucadia Stock
which the shareholder may acquire, may be restricted as a result
of the transfer restriction.
Generally, the restriction is imposed only with respect to the
number of shares of Leucadia Stock, or options with respect to
Leucadia Stock (the Excess Stock), purportedly
transferred in excess of the threshold established in the
transfer restriction. In any event, the restriction does not
prevent a valid transfer if either the transferor or the
purported transferee obtains the approval of our board of
directors.
The transfer restriction restricts any person or entity, or
group of persons or entities, from acquiring sufficient Leucadia
Stock to cause that person or entity to become the owner of 5%
of the Leucadia Stock, and prohibits the current 5-percent
shareholders, as determined under applicable tax regulations,
from increasing their ownership of Leucadia Stock without
obtaining the approval of our board of directors.
Our restated certificate of incorporation further provides that
all certificates representing Leucadia Stock bear the following
legend: THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY
IS SUBJECT TO RESTRICTIONS PURSUANT TO PART III OF
ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION OF THE
CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS
CERTIFICATE.
In accordance with the transfer restriction, we will not permit
any of our employees or agents, including the transfer agent, to
record any transfer of Leucadia Stock purportedly transferred in
excess of the threshold established in the transfer restriction.
As a result, requested transfers of Leucadia Stock may be
delayed or refused.
6
Our restated certificate of incorporation provides that any
transfer attempted in violation of the restrictions would be
void ab initio, even if the transfer has been recorded by the
transfer agent and new certificates issued. The purported
transferee of the Leucadia Stock would not be entitled to any
rights of shareholders with respect to the Excess Stock,
including the right to vote the Excess Stock, or to receive
dividends or distributions in liquidation in respect thereof, if
any.
If our board of directors determines that a purported transfer
has violated the transfer restriction, we will require the
purported transferee to surrender the Excess Stock, and any
dividends the purported transferee has received on the Excess
Stock, to an agent designated by the board of directors. The
agent will then sell the Excess Stock in one or more
arms-length transactions, executed on the New York Stock
Exchange, if possible, to a buyer or buyers, which may include
us; provided that nothing will require the agent to sell the
Excess Stock within any specific time frame if, in the
agents discretion, the sale would disrupt the market for
the Leucadia Stock or have an adverse effect on the value of the
Leucadia Stock. If the purported transferee has resold the
Excess Stock before receiving our demand to surrender the Excess
Stock, the purported transferee generally will be required to
transfer to the agent the proceeds of the sale and any
distributions the purported transferee has received on the
Excess Stock. From such proceeds, the agent will pay any amounts
remaining after repaying its own expenses and reimbursing the
purported transferee for the price paid for the Excess Stock (or
the fair market value of the Excess Stock at the time of the
attempted transfer to the purported transferee by gift,
inheritance or similar transfer) to a named charity or, in
certain circumstances, charities selected by the Board of
Directors.
The transfer restriction and related provisions contained in our
amended and restated bylaws may be deemed to have an
anti-takeover effect because they restrict the
ability of a person or entity, or group of persons or entities,
from accumulating in the aggregate at least 5% of the Leucadia
Stock and the ability of persons, entities or groups now owning
at least 5% of the Leucadia Stock from acquiring additional
Leucadia Stock. The transfer restriction discourages or
prohibits accumulations of substantial blocks of shares for
which shareholders might receive a premium above market value.
Notwithstanding the restrictions, however, there remains a risk
that certain changes in relationships among shareholders or
other events will cause a change of ownership to occur under
Section 382 of the Internal Revenue Code. Further, there
can be no assurance, in the event transfers in violation of the
transfer restriction are attempted, that the IRS will not assert
that those transfers have federal income tax significance
notwithstanding the transfer restriction. As a result, the
transfer restriction serves to reduce, but not necessarily
eliminate, the risk that Section 382 will cause the
limitations described above on the use of tax attributes of
Leucadia.
We have been advised by our counsel, Weil, Gotshal &
Manges LLP, that, absent a court determination, (1) there
can be no assurance that the transfer restriction will be
enforceable against all of our shareholders and (2) the
transfer restriction may be subject to challenge on equitable
grounds.
However, it should be noted that the existing transfer
restriction has been in place since December 31, 1992 and
has not been challenged to date.
The determination of 5% shareholder status is based upon the
outstanding Leucadia Stock, which currently consists of only
common shares. Consequently, in determining the existence of a
5% shareholder, a holders percentage ownership, taking
into account certain rules of attribution, would be calculated
with reference to outstanding common shares (increased, for such
holder, by the number of common shares deemed to be, but not
actually outstanding). Future changes in the capitalization of
Leucadia may affect who will be deemed a 5% shareholder, thereby
affecting the applicability of the transfer restriction to
future transfers of common shares. However, because the transfer
restriction generally applies (with certain exceptions) to a
person or group of persons who owns (including by attribution)
at least 5% of all stock of Leucadia, a change in
capitalization that increases the stock of Leucadia
likely would result in a reduction in the number of individuals
or groups who would be subject to the transfer restriction,
while a diminution of stock of Leucadia would have
the opposite effect.
Holders are advised to carefully monitor their ownership of
common shares (and any future securities of Leucadia that may
constitute Leucadia Stock for purposes of the transfer
restriction) and should consult their own legal advisors
and/or
Leucadia to determine whether their ownership approaches the
prohibited level.
7
Transfer
Agent
American Stock Transfer & Trust Company is the
transfer agent and registrar for our common shares.
New York
Stock Exchange Listing
Our common shares are listed on the New York Stock Exchange
under the symbol LUK.
DESCRIPTION
OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a
description of any debt securities, convertible securities,
warrants or units that may be offered pursuant to this
prospectus.
PLAN OF
DISTRIBUTION
The securities being offered by this prospectus may be sold by
us or by a selling securityholder:
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through agents;
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to or through underwriters;
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through broker-dealers (acting as agent or principal);
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directly by us or a selling securityholder to purchasers,
through a specific bidding or auction process or otherwise;
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through a combination of any such methods of sale; or
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through any other methods described in a prospectus supplement.
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The distribution of securities may be effected from time to time
in one or more transactions, including block transactions and
transactions on the New York Stock Exchange or any other
organized market where the securities may be traded. The
securities may be sold at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at
prices relating to the prevailing market prices or at negotiated
prices. The consideration may be cash or another form negotiated
by the parties. Agents, underwriters or broker-dealers may be
paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or
commissions to be received from us or from the purchasers of the
securities. Dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be
deemed to be underwriting discounts. If such dealers or agents
were deemed to be underwriters, they may be subject to statutory
liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the
securities. If required, we will name in the applicable
prospectus supplement any agent involved in the offer or sale of
the securities. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for
the period of its appointment. Any agent selling the securities
covered by this prospectus may be deemed to be an underwriter,
as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired
by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying
prices determined at the time of sale, or under delayed delivery
contracts or other contractual commitments. Securities may be
offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by
one or more firms acting as underwriters. If an underwriter or
underwriters are used in the sale of securities, an underwriting
agreement will be executed with the underwriter or underwriters
at the time an agreement for the sale is reached. The applicable
prospectus supplement will set forth the managing underwriter or
underwriters, as well as any other underwriter or underwriters,
with respect to a particular underwritten offering of
securities, and will set forth the terms of the transactions,
including compensation of the underwriters and dealers and the
public offering price, if applicable. The prospectus and the
applicable prospectus supplement will be used by the
underwriters to resell the securities.
8
If a dealer is used in the sale of the securities, we, a selling
securityholder, or an underwriter will sell the securities to
the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by
the dealer at the time of resale. To the extent required, we
will set forth in the prospectus supplement the name of the
dealer and the terms of the transactions.
We or a selling securityholder may directly solicit offers to
purchase the securities and we or a selling securityholder may
make sales of securities directly to institutional investors or
others. These persons may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of
the securities. To the extent required, the prospectus
supplement will describe the terms of any such sales, including
the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under
agreements which may be entered into with us to indemnification
by us against specified liabilities, including liabilities
incurred under the Securities Act, or to contribution by us to
payments they may be required to make in respect of such
liabilities. If required, the prospectus supplement will
describe the terms and conditions of such indemnification or
contribution. Some of the agents, underwriters or dealers, or
their affiliates may be customers of, engage in transactions
with or perform services for us or our subsidiaries in the
ordinary course of business.
Under the securities laws of some states, the securities offered
by this prospectus may be sold in those states only through
registered or licensed brokers or dealers.
Any person participating in the distribution of common stock
registered under the registration statement that includes this
prospectus will be subject to applicable provisions of the
Exchange Act, and the applicable SEC rules and regulations,
including, among others, Regulation M, which may limit the
timing of purchases and sales of any of our common stock by any
such person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of our common
stock to engage in market-making activities with respect to our
common stock. These restrictions may affect the marketability of
our common stock and the ability of any person or entity to
engage in market-making activities with respect to our common
stock.
Certain persons participating in an offering may engage in
over-allotment, stabilizing transactions, short-covering
transactions and penalty bids in accordance with
Regulation M under the Exchange Act that stabilize,
maintain or otherwise affect the price of the offered
securities. If any such activities will occur, they will be
described in the applicable prospectus supplement.
SELLING
SECURITYHOLDERS
Information about selling securityholders, where applicable,
will be set forth in a prospectus supplement, in a
post-effective amendment, or in filings we make with the SEC
which are incorporated by reference into this prospectus.
VALIDITY
OF SECURITIES
The validity of the securities offered hereby will be passed
upon for us by Weil, Gotshal & Manges LLP, New York,
New York.
EXPERTS
The consolidated financial statements and managements
assessment of the effectiveness of internal control over
financial reporting (which is included in Managements
Report on Internal Control over Financial Reporting),
incorporated in this prospectus by reference to Leucadia
National Corporations Annual Report on
Form 10-K
for the year ended December 31, 2006 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
The financial statements of Olympus Re Holdings, Ltd.
incorporated by reference in this prospectus by reference to
Leucadia National Corporations Annual Report on
Form 10-K
for the year ended December 31, 2006,
9
as amended, have been so incorporated in reliance on the report
of PricewaterhouseCoopers, an independent registered public
accounting firm, given on the authority of said firm as experts
in accounting and auditing.
The statement of financial condition, including the condensed
schedule of investments, of Jefferies Partners Opportunity
Fund II, LLC as of December 31, 2005, and the related
statements of earnings, changes in members equity, and
cash flows for the year then ended, appearing in Leucadias
Annual Report on
Form 10-K,
as amended, for the year ended December 31, 2006, have been
audited by KPMG LLP, independent registered public accounting
firm, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report
and upon the authority of such firm as experts in accounting and
auditing.
The financial statements of EagleRock Capital Partners (QP), LP
and EagleRock Master Fund, LP as of December 31, 2006 and
2005 and for the years ended December 31, 2006, 2005 and
2004, respectively, appearing in the Annual Report on
Form 10-K
for the year ended December 31, 2006, as amended, have been
audited by BDO Seidman, LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein
by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
The combined financial statements of ResortQuest Mainland at
December 31, 2006 and 2005, and for each of the three years
in the period ended December 31, 2006, appearing in
Leucadia National Corporations Current Report on
Form 8-K/A
dated June 15, 2007, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
thereon included therein, and incorporated herein by reference.
Such combined financial statements are incorporated herein by
reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy
materials with the SEC at the SECs public reference room,
located at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of its public reference
room. Our SEC filings are also available to the public on the
SECs Internet site at
http://www.sec.gov.
Our SEC filings can also be found on our website at
http://www.leucadia.com.
In addition, you may obtain a copy of our SEC filings at no cost
by writing or telephoning us at:
Leucadia National Corporation
315 Park Avenue South
New York, New York 10010
Attention: Corporate Secretary
Telephone:
(212) 460-1900
10
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus. This prospectus and the
information that we file later with the SEC may update and
supersede the information we incorporate by reference. We
incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act:
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006 filed on
February 28, 2007, as amended by Amendment No. 1 on
Form 10-K/A
filed on March 23, 2007;
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our Quarterly Reports on
Form 10-Q
for the period ended March 31, 2007, filed on May 9,
2007, and for the period ended June 30, 2007, filed on
August 8, 2007; and
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our Current Reports on
Form 8-K
filed on January 18, 2007, January 24, 2007,
February 28, 2007, March 6, 2007, March 12, 2007,
May 9, 2007, May 18, 2007, June 6, 2007 (as
amended by our Current Report on Form
8-K/A filed
on June 15, 2007), August 8, 2007, August 15,
2007 and August 23, 2007.
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You may also request a copy of these filings at no cost by
writing or telephoning us at the address indicated above. We
will not send exhibits to our filings, however, unless we
specifically have incorporated those exhibits by reference in
this prospectus or an accompanying prospectus supplement or a
document incorporated in this prospectus or an accompanying
prospectus supplement.
11
Leucadia National
Corporation
Common Shares
Preferred Shares
Debt Securities
Convertible
Securities
Warrants
Units
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The table below itemizes the expenses payable by Leucadia
National Corporation (the Registrant) in connection
with the registration and issuance of the securities being
registered hereunder. The Registrant will bear all expenses of
this offering. All amounts shown are estimates, except for the
SEC registration fee.
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Securities Act Registration Fee
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*
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Legal Fees and Expenses
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+
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Printing Expenses
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+
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Accounting Fees and Expenses
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$75,000
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Miscellaneous
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+
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Total
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+
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* |
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Deferred in accordance with Rules 456(b) and 457(r). |
+ |
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Estimated expenses not presently known. |
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Item 15.
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Indemnification
of Directors and Officers.
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The Registrant is a New York corporation. Sections 722
through 725 of the New York Business Corporation Law (the
Business Corporation Law) provide that a
corporation may indemnify, with certain limitations and
exceptions, a director or officer as follows: (1) in a
derivative action, against his reasonable expenses, including
attorneys fees but excluding certain settlement costs,
actually and necessarily incurred by him in connection with the
defense thereof, or an appeal therein, if such director or
officer acted, in good faith, for a purpose which he reasonably
believed to be in (or in the case of service for another
corporation, not opposed to) the best interests of the
corporation; and (2) in a civil or criminal non-derivative
action or proceeding including a derivative action by another
corporation, partnership or other enterprise in which any
director or officer of the indemnifying corporation served in
any capacity at the indemnifying corporations request,
against judgments, fines, settlement payments and reasonable
expenses, including attorneys fees, incurred as a result
thereof, or any appeal therein, if such director or officer
acted in good faith, for a purpose which he reasonably believed
to be in (or, in the case of service for any other corporation,
not opposed to) the best interests of the corporation and, in
criminal actions and proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful. Such
indemnification is a matter of right where the director or
officer has been successful on the merits or otherwise, and
otherwise may be granted upon corporate authorization or court
award as provided in the statute.
Section 721 of the Business Corporation Law provides that
indemnification arrangements can be established for directors
and officers, by contract, by-law, charter provision, action of
shareholders or board of directors, on terms other than those
specifically provided by Article 7 of the Business
Corporation Law, provided that no indemnification may be made to
or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he
was not legally entitled. Article V of the
Registrants bylaws provides for the indemnification, to
the full extent authorized by law, of any person made or
threatened to be made a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant.
Section 726 of the Business Corporation Law provides that a
corporation may obtain insurance to indemnify itself and its
directors and officers. The Registrant maintains an insurance
policy providing both directors and officers liability coverage
and corporate reimbursement coverage.
II-1
Article Sixth of the Registrants restated certificate
of incorporation contains a charter provision eliminating or
limiting director liability for monetary damages arising from
breaches of fiduciary duty, subject only to certain limitations
imposed by statute.
The following exhibits are being furnished herewith or
incorporated by reference herein:
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Exhibit
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Number
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Description
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1
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.1
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Underwriting Agreement.*
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4
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.1
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Specimen Common Share Certificate
(previously filed as Exhibit 4.1 to the Registrants
Registration Statement on
Form S-3,
File
No. 333-117632,
filed on July 23, 2004).**
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4
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.2
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Form of Senior Notes Indenture.
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4
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.3
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Form of Convertible Senior
Subordinated Indenture.
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4
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.4
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Form of Debt Securities Base
Indenture.
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5
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.1
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Opinion of Weil,
Gotshal & Manges LLP.
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12
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.1
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Computation of Ratio of Earnings
to Fixed Charges.
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23
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.1
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Consent of PricewaterhouseCoopers
LLP.
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23
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.2
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Consent of PricewaterhouseCoopers.
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23
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.3
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Consent of KPMG LLP.
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23
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.4
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Consent of BDO Seidman, LLP.
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23
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.5
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Consent of Ernst & Young
LLP.
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23
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.6
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Consent of Weil,
Gotshal & Manges LLP (included in Exhibit 5.1).
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24
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.1
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Power of Attorney (contained on
signature page).
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25
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.1
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Senior Notes Indenture.
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25
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.2
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Convertible Senior Subordinated Indenture.
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25
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.3
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Debt Securities Base Indenture.
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* |
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To be filed by a post-effective amendment to this registration
statement or as an exhibit to a document incorporated by
reference herein. |
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** |
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Incorporated by reference. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
II-2
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
II-3
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(j) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the
24th day of August, 2007.
LEUCADIA NATIONAL CORPORATION
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By:
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/s/ Joseph
A. Orlando
Name: Joseph
A. Orlando
Title: Vice President and Chief Financial
Officer
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph A.
Orlando and Barbara L. Lowenthal, and each of them, as his or
her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) and
supplements to this Registration Statement on
Form S-3,
and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the
following persons on behalf of Leucadia National Corporation and
in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Ian
M.
Cumming Ian
M. Cumming
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Chairman of the Board (Principal
Executive Officer)
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August 24, 2007
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/s/ Joseph
S.
Steinberg Joseph
S. Steinberg
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President and Director (Principal
Executive Officer)
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August 24, 2007
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/s/ Joseph
A.
Orlando Joseph
A. Orlando
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Vice President and Chief Financial
Officer (Principal Financial Officer)
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August 24, 2007
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/s/ Barbara
L.
Lowenthal Barbara
L. Lowenthal
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Vice President and Comptroller
(Principal Accounting Officer)
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August 24, 2007
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/s/ Paul
M.
Dougan Paul
M. Dougan
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Director
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August 24, 2007
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/s/ Lawrence
D.
Glaubinger Lawrence
D. Glaubinger
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Director
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August 24, 2007
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/s/ Alan
J.
Hirschfield Alan
J. Hirschfield
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Director
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August 24, 2007
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II-5
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Name
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Title
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Date
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James
E. Jordan
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Director
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/s/ Jeffrey
C.
Keil Jeffrey
C. Keil
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Director
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August 24, 2007
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/s/ Jesse
Clyde
Nichols, III Jesse
Clyde Nichols, III
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Director
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August 24, 2007
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II-6
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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1
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.1
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Underwriting Agreement.*
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4
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.1
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Specimen Common Share Certificate
(previously filed as Exhibit 4.1 to the Registrants
Registration Statement on
Form S-3,
File
No. 333-117632,
filed on July 23, 2004).**
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4
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.2
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Form of Senior Notes Indenture.
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4
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.3
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Form of Convertible Senior
Subordinated Indenture.
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4
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.4
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Form of Debt Securities Base
Indenture.
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5
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.1
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Opinion of Weil,
Gotshal & Manges LLP.
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12
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.1
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Computation of Ratio of Earnings
to Fixed Charges.
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23
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.1
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Consent of PricewaterhouseCoopers
LLP.
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23
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.2
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Consent of PricewaterhouseCoopers.
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23
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.3
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Consent of KPMG LLP.
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23
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.4
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Consent of BDO Seidman, LLP.
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23
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.5
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Consent of Ernst & Young
LLP.
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23
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.6
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Consent of Weil,
Gotshal & Manges LLP (included in Exhibit 5.1).
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24
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.1
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Power of Attorney (contained on
signature page).
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25
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.1
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Senior Notes Indenture.
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25
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.2
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Convertible Senior Subordinated Indenture.
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25
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.3
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Form T-1 statement
of eligibility under the Trust Indenture Act of 1939 of
Trustee for Debt Securities Base Indenture.
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* |
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To be filed by a post-effective amendment to this registration
statement or as an exhibit to a document incorporated by
reference herein. |
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** |
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Incorporated by reference. |