PROSPECTUS SUPPLEMENT
The
information in this prospectus supplement is not complete and
may be changed. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these
securities and are not soliciting an offer to buy these
securities in any jurisdiction where such offer or sale is not
permitted.
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Filed Pursuant to Rule 424(b)(5)
Registration
No. 333-145668
Subject to Completion, dated
September 19, 2007
PROSPECTUS SUPPLEMENT
(To Prospectus and Prospectus Supplement, each dated
August 24, 2007)
5,500,000
Leucadia National
Corporation
Common Shares
This prospectus supplement relates to the sale by us of
5,500,000 of our common shares, par value $1.00 per share, to
the Underwriter. Such sale will be made pursuant to the terms of
the underwriting agreement between us and the underwriter.
Our common shares are listed on the New York Stock Exchange, or
NYSE, under the symbol LUK. On September 18,
2007, the last reported sales price of our common shares on the
NYSE was $47.66 per share. For the quarter ending
September 30, 2007 (through September 18, 2007), the
reported high sales price per share of our common shares on the
NYSE was $48.35 and the reported low sales price was $35.38. As
of September 18, 2007, there were 216,780,245 shares
of our common shares outstanding.
Concurrent
Offering
Concurrent with this offering of common shares, and by a
separate prospectus supplement, we are offering $350,000,000
aggregate principal amount of our senior notes due 2015. The
completion of the concurrent senior notes offering and the
completion of this offering are each conditioned upon the
completion of the other.
Investing in our common stock a
high degree of risk that we describe in the Risk
Factors section beginning on page 4 of the
accompanying prospectus.
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Per Share
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Total
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Public Offering Price
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$
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$
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Underwriting Discount
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$
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$
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Proceeds to Us (before expenses)
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$
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$
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Jefferies &
Company
The date of this prospectus supplement
is ,
2007
USE OF
PROCEEDS
We estimate the net proceeds from the offering of the common
shares will be approximately
$ million. We intend to use
the net proceeds from the offering, together with the net
proceeds from the concurrent senior notes offering, for general
corporate purposes, which may include working capital,
acquisitions or other investment opportunities. Except as
publicly disclosed, we have no material arrangement, commitment
or understanding with respect to any specific acquisitions or
investment opportunities. Accordingly, our management will have
broad discretion over the use of proceeds from this offering.
Pending the specific uses described above, we intend to invest
the net proceeds in short-term investment grade obligations.
S-1
CERTAIN
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain material
U.S. federal income tax consideration relating to the
purchase, ownership and disposition of the common shares
applicable to
non-U.S. holders,
as defined below. This summary is based on the Internal Revenue
Code of 1986, or the Code, and Treasury regulations promulgated
thereunder, administrative pronouncements and judicial
decisions, changes to any of which subsequent to the date of
this prospectus supplement may affect the tax consequences
described herein, possibly on a retroactive basis. We undertake
no obligation to update this tax summary in the future. This
summary applies only to
non-U.S. holders
that will hold the common shares as capital assets within the
meaning of Section 1221 of the Code. This summary does not
purport to be a complete analysis of all the potential tax
consequences that may be material to a
non-U.S. holder
based on his or her particular tax situation. For example, this
summary does not address tax consequences applicable to
non-U.S. holders
that may be subject to special tax rules, such as
controlled foreign corporations, passive
foreign investment companies, certain former citizens and
long-term residents of the United States or corporations that
accumulate earnings to avoid U.S. federal income tax. Such
persons should consult with their own tax advisors to determine
the U.S. federal tax consequences that may be relevant to
them. This discussion does not address the tax treatment of
partnerships or persons who hold their interests through
partnerships or other pass-through entities. If you are a
partner in a partnership holding our common shares, you should
consult your tax advisor regarding the tax consequences of the
ownership and disposition of our common shares. This discussion
does not consider the effect of any other applicable
U.S. federal tax laws (such as gift and estate tax laws or
alternative minimum tax laws) or any state, local, foreign or
other tax laws.
When we refer to a
non-U.S. holder,
we mean a beneficial owner of common shares that for
U.S. federal income tax purposes is other than:
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a citizen or individual resident of the United States, as
determined for U.S. federal income tax purposes;
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a corporation, or other entity taxable as a corporation for
U.S. federal income tax purposes, created or organized in
or under the laws of the United States or any state thereof or
the District of Columbia;
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an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
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a trust that (i) is subject to the primary supervision of a
U.S. court and one or more U.S. persons have the
authority to control all substantial decisions of the trust or
(ii) has a valid election in effect under applicable
Treasury regulations to be treated as a U.S. person.
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Taxation
of Distributions and Dispositions
Distributions
on Common Shares
Generally, dividends paid to a
non-U.S. holder
will be subject to U.S. withholding tax at a 30% rate,
subject to the two following exceptions:
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Dividends effectively connected with a trade or business of a
non-U.S. holder
within the United States generally will not be subject to
withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8ECI
or W-8BEN
(or other successor form) and otherwise complies with applicable
IRS certification requirements and, unless a tax treaty applies
and the dividends are not attributable to a U.S. permanent
establishment (or a fixed base in the case of an individual)
maintained by the
non-U.S. holder,
generally will be subject to U.S. federal income tax on a
net income basis at regular rates. In the case of a
non-U.S. holder
that is a corporation, such effectively connected income also
may be subject to the branch profits tax at a 30% rate (or such
lower rate as may be prescribed by an applicable tax treaty).
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The withholding tax might not apply, or might apply at a reduced
rate, under the terms of an applicable tax treaty. Under
Treasury regulations, to obtain a reduced rate of withholding
under a tax treaty, a
non-U.S. holder
generally will be required to provide a properly executed IRS
Form W-8BEN
(or other successor form) and otherwise satisfy the applicable
certification and other requirements. A
non-U.S. holder
of common shares eligible for a reduced rate of
U.S. withholding tax may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with
the Internal Revenue Service, or the IRS.
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S-2
Dispositions
of Common Shares
Generally, a
non-U.S. holder
will not be subject to U.S. federal income tax with respect
to gain recognized upon the disposition of such holders
shares of common shares unless:
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the
non-U.S. holder
is an individual who is present in the United States for
183 days or more in the taxable year of disposition and
certain other conditions are met;
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such gain is effectively connected with the conduct by the
non-U.S. holder
of a trade or business within the United States or, if a tax
treaty applies, the gain is effectively connected with the
conduct by the
non-U.S. holder
of a trade or business within the United States and is
attributable to a U.S. permanent establishment (or a fixed
base in the case of an individual) maintained by the
non-U.S. holder; or
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we are or have been a U.S. real property holding
corporation for U.S. federal income tax purposes and,
assuming that our common shares are deemed to be regularly
traded on an established securities market, the
non-U.S. holder
held, directly or indirectly, at any time during the five-year
period ending on the date of disposition or such shorter period
that such shares were held, more than five percent of our common
shares.
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An individual
non-U.S. holder
described in the first bullet point above will be subject to a
flat 30% tax on the gain derived from the sale, which may be
offset against U.S. source capital losses (even though the
individual is not considered a resident of the United States). A
non-U.S. holder
described in the second bullet point above will be subject to
tax on the gain derived from the sale under regular graduated
U.S. federal income tax rates and, if it is a corporation,
may be subject to the branch profits tax at a rate equal to 30%
(or such lower rate as may be prescribed by an applicable
treaty). We do not believe we currently are, and we do not
currently anticipate becoming, a U.S. real property
holding corporation for U.S. federal income tax
purposes. As of the date of this offering, our common shares
will be regularly traded on an established securities market.
Information
Reporting and Backup Withholding Information Reporting
We must report annually to the IRS and to each
non-U.S. holder
the entire amount of any dividend that is paid to such holder.
Copies of the information returns reporting such distributions
and withholding may also be made available to the tax
authorities in the country in which the
non-U.S. holder
resides under the provisions of an applicable income tax treaty.
The payment of proceeds from the sale of common shares by a
broker to a
non-U.S. holder
is generally not subject to information reporting if the
beneficial owner of the common shares certifies its
non-U.S. status
under penalties of perjury, or otherwise establishes an
exemption; or the sale of the common shares is effected outside
the United States by a foreign office, unless the broker is a
U.S. person or U.S. related person as defined in the
Code.
Backup
Withholding
Dividends paid to a
non-U.S. holder
of common shares generally will be exempt from backup
withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8BEN
or otherwise establishes an exemption. The payment of proceeds
from a disposition of common shares effected by a
non-U.S. holder
outside the United States by or through a foreign office of a
broker generally will not be subject to backup withholding.
Payment of the proceeds from a disposition by a
non-U.S. holder
of common shares made by or through the U.S. office of a
broker is generally not subject to backup withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8BEN
or otherwise establishes an exemption. Notwithstanding the
foregoing, backup withholding may apply if either we, our paying
agent or the broker has actual knowledge, or reason to know,
that the
non-U.S. holder
is a U.S. person.
Backup withholding is not an additional tax. Any amount withheld
from a payment to a
non-U.S. holder
under these rules will be allowed as a credit against such
holders U.S. federal income tax liability and may
entitle such holder to a refund, provided that the required
information is furnished timely to the IRS.
The U.S. federal income tax discussion set forth above
is included for general information only and may not be
applicable depending upon a holders particular situation.
Potential investors should consult their own tax advisors with
respect to the tax consequences to them of the purchase,
ownership and disposition of the common shares, including the
tax consequences under U.S. federal, state, local, foreign
and other tax laws,
S-3
including gift and estate tax laws, alternative minimum tax
laws and the possible effects of changes in federal or other tax
laws.
S-4
UNDERWRITING
Under the terms of an underwriting agreement, which we will file
as an exhibit to a current report on
Form 8-K
and incorporate by reference in the accompanying prospectus and
prospectus supplement dated August 24, 2007,
Jefferies & Company, Inc., or the underwriter, has
agreed to purchase from us common shares offered hereby.
The underwriting agreement provides that the obligations of the
underwriter are subject to certain conditions precedent. We have
agreed to indemnify the underwriter and each of its controlling
persons against certain liabilities in connection with this
offering, including liabilities under the Securities Act, and to
contribute to payments that the underwriter may be required to
make in respect to those liabilities. The underwriter is
obligated under the underwriting agreement to purchase all of
the common shares if any of the common shares are purchased.
The common shares will initially be offered at the price
indicated on the cover page of this prospectus supplement. After
the initial offering of the common shares, the offering price
and other selling terms of the common shares may be changed at
any time without notice.
The following table shows the underwriting discounts we will pay
to the underwriter:
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Underwriters
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Discount
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Per share
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$
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Total
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$
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We estimate that our expenses for this offering and the
concurrent senior notes offering, excluding underwriting
discounts, will be approximately $400,000.
In connection with this offering, the underwriter may engage in
transactions that stabilize, maintain or otherwise affect the
price of the common shares. Specifically, the underwriter may
bid for and purchase common shares in the open market to
stabilize the price of the common shares. The underwriter also
may overallot the offering, creating a short position, by
selling more common shares than we have sold to it and may bid
for and purchase common shares in the open market to cover the
short position. In addition, the underwriter may bid for and
purchase common shares in market-making transactions. These
activities may stabilize or maintain the market price of the
common shares at levels above that which might otherwise prevail
in the open market in the absence of those transactions.
We have agreed that, for a period of 60 days from the date
of this prospectus supplement, we will not, directly or
indirectly, without the prior written consent of the
underwriter, dispose of any of our common shares or any
securities convertible into or exercisable or exchangeable for
our common shares, except for the issuance of common shares or
securities convertible into or exercisable or exchangeable for
common shares pursuant to compensatory plans currently in place
and upon the exercise of options or conversion, exercise or
exchange of securities outstanding on the date of this
prospectus supplement.
Electronic
Distribution
A prospectus in electronic format may be made available on the
Internet sites or through other online services maintained by
the underwriter. In those cases, prospective investors may view
offering terms online and prospective investors may be allowed
to place orders online. The underwriter may agree with us to
allocate a specific amount of common shares for sale to online
brokerage account holders.
Other than the prospectus in electronic format, the information
on the underwriters web site and any information contained
in any other web site maintained by the underwriter is not part
of the prospectus or the registration statement of which this
prospectus supplement and the accompanying prospectus form a
part, has not been approved
and/or
endorsed by us or the underwriter in its capacity as underwriter
and should not be relied upon by investors.
S-5
Relationships
Jefferies & Company, Inc., or Jefferies, and its
affiliates from time to time have provided in the past and may
provide future commercial or investment banking and financial
advisory services to use and our affiliates in the ordinary
course of business, for which they have received or will receive
customary compensation. We have an equity interest in Jefferies
High Yield Holdings, LLC, or JHYH. JHYH owns a registered
broker-dealer engaged in the secondary sales and trading of high
yield securities and specialized situation securities formerly
conducted by Jefferies, including bank debt, post-reorganization
equity, equity, equity derivatives, credit default swaps and
other financial instruments. JHYH commits capital to the market
by making markets in high yield and distressed securities and
invests in and provides research coverage on these types of
securities. We and Jefferies each have the right to nominate two
of a total of our directors to JHYHs board, and each own
50% of the voting securities of JHYH. Previously, we had an
interest in Jefferies Partners Opportunity Fund II, LLC, or
JPOF II, a registered broker-dealer managed and controlled by
Jefferies. For further information about our equity interest in
JPOF II, see our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, as amended,
and our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007; for further
information about our equity interest in JHYH, see our Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2007, each incorporated by
reference into this prospectus supplement. The underwriter is
also acting as underwriter of the concurrent senior notes
offering.
LEGAL
MATTERS
Weil, Gotshal & Manges LLP, New York, New York, has
passed upon the validity of the common shares offered hereby on
behalf of us. Certain legal matters will be passed upon for the
underwriter by Cahill Gordon & Reindel LLP, New York,
New York.
S-6
PROSPECTUS
SUPPLEMENT
(To Prospectus dated August 24, 2007)
5,500,000
Common Shares
Leucadia
National Corporation
This prospectus supplement relates to the issuance and sale by
us of up to 5,500,000 of our common shares, par value $1.00 per
share, from time to time through our sales agent,
Jefferies & Company, Inc. These sales, if any, will be
made pursuant to the terms of the sales agreement dated
August 24, 2007 between us and the sales agent.
Our common shares are listed on the New York Stock Exchange, or
NYSE, under the symbol LUK. Sales of our common
shares under this prospectus supplement, if any, may be made in
privately negotiated transactions
and/or by
any method permitted by law deemed to be an at the
market offering as defined in Rule 415 of the
Securities Act of 1933, as amended, or the Securities Act,
including without limitation sales made directly on the NYSE, on
any other existing trading market for the common shares or to or
through a market maker, at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices. A prospectus supplement setting forth the
terms of any sales other than at the market offerings will be
provided to the extent required by applicable law. The sales
agent will make all agency sales on a best efforts basis using
commercially reasonable efforts consistent with its normal
trading and sales practices, on mutually agreed terms between
the sales agent and us. We may not issue and sell any shares as
contemplated by this prospectus supplement, and we are not
required to have orders or indications of interest to purchase a
minimum number of common shares before consummating sales of our
common shares hereunder. We may terminate sales of our common
shares hereunder at any time. On August 23, 2007, the last
reported sales price of our common shares on the NYSE was $43.81
per share. As of August 23, 2007, there were
216,638,665 shares of our common shares outstanding.
The compensation to the sales agent for sales of common shares
sold pursuant to the sales agreement will be agreed to between
us and the sales agent at the time of sale. In connection with
the sale of common shares on our behalf, the sales agent may be
deemed to be an underwriter within the meaning of
the Securities Act, and the compensation of the sales agent may
be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to the sales
agent against certain civil liabilities, including liabilities
under the Securities Act.
You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. These documents contain
information you should consider when making your investment
decision.
Investing in the securities of Leucadia National Corporation
involves risks. Please refer to the Risk Factors
section contained in the documents we incorporate by reference
in the accompanying prospectus for a description of the risks
you should consider when evaluating such an investment.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
Jefferies &
Company
August 24,
2007
TABLE OF
CONTENTS
Prospectus
Supplement
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S-1
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S-2
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S-2
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S-3
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S-6
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S-6
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S-7
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Prospectus
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1
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1
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3
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4
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4
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4
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4
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10
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11
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S-i
INFORMATION
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement 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 may sell, at any time and from time to time, in one or more
offerings, any combination of the securities described in this
prospectus supplement and the accompanying prospectus. As
allowed by SEC rules, this prospectus supplement 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 the
accompanying prospectus. Statements contained in this prospectus
supplement and the accompanying prospectus 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 supplement and the accompanying
prospectus 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 in the accompanying prospectus. Information
incorporated by reference after the date of this prospectus
supplement is considered a part of this prospectus supplement
and may add, update or change information contained in this
prospectus supplement. The information in this prospectus
supplement, the accompanying prospectus 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 supplement nor the accompanying
prospectus, nor any sale made under this prospectus supplement
nor the accompanying prospectus will, under any circumstances,
imply that the information in this prospectus supplement or the
accompanying prospectus is correct as of any date after the date
of this prospectus supplement or the accompanying prospectus.
Any information in such subsequent filings that is inconsistent
with this prospectus supplement will supersede the information
in this prospectus supplement and the accompanying prospectus.
You should rely only on the information incorporated by
reference or provided in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone else to
provide you with other information.
You should rely only on the information contained in or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the sales agent has
not, authorized anyone to provide you with different or
additional information. We are not, and the sales agent is not,
making an offer of these securities in any state where the offer
is not permitted.
S-1
We intend to use the net proceeds, if any, from the offering for
general corporate purposes, which may include working capital,
acquisitions or other investment opportunities. Except as
publicly disclosed, we have no material arrangement, commitment
or understanding with respect to any specific acquisitions or
investment opportunities. Accordingly, our management will have
broad discretion over the use of proceeds from this offering.
Pending the specific uses described above, we intend to invest
the net proceeds in short-term investment grade obligations.
PRICE
RANGE OF OUR COMMON SHARES
Our common shares are listed on the New York Stock Exchange
under the symbol LUK. The following table sets
forth, for the periods indicated, the reported high and low
sales prices per share of our common shares on the NYSE.
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High
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Low
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2007
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First Quarter
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$
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30.65
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$
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26.52
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Second Quarter
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37.22
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29.19
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Third Quarter (through
August 23, 2007)
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48.35
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35.38
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2006
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First Quarter
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$
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29.93
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$
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23.26
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Second Quarter
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32.62
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27.67
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Third Quarter
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29.31
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25.07
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Fourth Quarter
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29.35
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25.52
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2005
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First Quarter
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$
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23.33
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$
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16.20
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Second Quarter
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20.61
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16.46
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Third Quarter
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22.46
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18.90
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Fourth Quarter
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24.64
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20.05
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As of August 23, 2007, the last reported sale price of our
common shares was $43.81 per share.
S-2
CERTAIN
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain material
U.S. federal income tax consideration relating to the
purchase, ownership and disposition of the common shares
applicable to
non-U.S. holders,
as defined below. This summary is based on the Internal Revenue
Code of 1986, or the Code, and Treasury regulations promulgated
thereunder, administrative pronouncements and judicial
decisions, changes to any of which subsequent to the date of
this prospectus supplement may affect the tax consequences
described herein, possibly on a retroactive basis. We undertake
no obligation to update this tax summary in the future. This
summary applies only to
non-U.S. holders
that will hold the common shares as capital assets within the
meaning of Section 1221 of the Code. This summary does not
purport to be a complete analysis of all the potential tax
consequences that may be material to a
non-U.S. holder
based on his or her particular tax situation. For example, this
summary does not address tax consequences applicable to
non-U.S. holders
that may be subject to special tax rules, such as
controlled foreign corporations, passive
foreign investment companies, certain former citizens and
long-term residents of the United States or corporations that
accumulate earnings to avoid U.S. federal income tax. Such
persons should consult with their own tax advisors to determine
the U.S. federal tax consequences that may be relevant to
them. This discussion does not address the tax treatment of
partnerships or persons who hold their interests through
partnerships or other pass-through entities. If you are a
partner in a partnership holding our common shares, you should
consult your tax advisor regarding the tax consequences of the
ownership and disposition of our common shares. This discussion
does not consider the effect of any other applicable
U.S. federal tax laws (such as gift and estate tax laws or
alternative minimum tax laws) or any state, local, foreign or
other tax laws.
When we refer to a
non-U.S. holder,
we mean a beneficial owner of common shares that for
U.S. federal income tax purposes is other than:
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a citizen or individual resident of the United States, as
determined for U.S. federal income tax purposes;
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a corporation, or other entity taxable as a corporation for
U.S. federal income tax purposes, created or organized in
or under the laws of the United States or any state thereof or
the District of Columbia;
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an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
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a trust that (i) is subject to the primary supervision of a
U.S. court and one or more U.S. persons have the
authority to control all substantial decisions of the trust or
(ii) has a valid election in effect under applicable
Treasury regulations to be treated as a U.S. person.
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Taxation
of Distributions and Dispositions
Distributions
on Common Shares
Generally, dividends paid to a
non-U.S. holder
will be subject to U.S. withholding tax at a 30% rate,
subject to the two following exceptions:
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Dividends effectively connected with a trade or business of a
non-U.S. holder
within the United States or, if a tax treaty applies, dividends
effectively connected with the conduct by the
non-U.S. holder
of a trade or business within the United States and is
attributable to a U.S. permanent establishment (or a fixed
base in the case of an individual) maintained by the
non-U.S. holder,
generally will not be subject to withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8ECI
(or other successor form) and otherwise complies with applicable
IRS certification requirements and generally will be subject to
U.S. federal income tax on a net income basis at regular
rates. In the case of a
non-U.S. holder
that is a corporation, such effectively connected income also
may be subject to the branch profits tax at a 30% rate (or such
lower rate as may be prescribed by an applicable tax treaty).
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The withholding tax might not apply, or might apply at a reduced
rate, under the terms of an applicable tax treaty. Under
Treasury regulations, to obtain a reduced rate of withholding
under a tax treaty, a
non-U.S. holder
generally will be required to provide a properly executed IRS
Form W-8BEN
(or other successor form) and otherwise satisfy the applicable
certification and other requirements. A
non-U.S. holder
of common shares eligible for a reduced rate of
U.S. withholding tax may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with
the Internal Revenue Service, or the IRS.
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S-3
Dispositions
of Common Shares
Generally, a
non-U.S. holder
will not be subject to U.S. federal income tax with respect
to gain recognized upon the disposition of such holders
shares of common shares unless:
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the
non-U.S. holder
is an individual who is present in the United States for
183 days or more in the taxable year of disposition and
certain other conditions are met;
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such gain is effectively connected with the conduct by the
non-U.S. holder
of a trade or business within the United States or, if a tax
treaty applies, the gain is effectively connected with the
conduct by the
non-U.S. holder
of a trade or business within the United States and is
attributable to a U.S. permanent establishment (or a fixed
base in the case of an individual) maintained by the
non-U.S. holder; or
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we are or have been a U.S. real property holding
corporation for U.S. federal income tax purposes and,
assuming that our common shares are deemed to be regularly
traded on an established securities market, the
non-U.S. holder
held, directly or indirectly, at any time during the five-year
period ending on the date of disposition or such shorter period
that such shares were held, more than five percent of our common
shares.
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An individual
non-U.S. holder
described in the first bullet point above will be subject to a
flat 30% tax on the gain derived from the sale, which may be
offset against U.S. source capital losses (even though the
individual is not considered a resident of the United States). A
non-U.S. holder
described in the second bullet point above will be subject to
tax on the gain derived from the sale under regular graduated
U.S. federal income tax rates and, if it is a corporation,
may be subject to the branch profits tax at a rate equal to 30%
(or such lower rate as may be prescribed by an applicable
treaty). We do not believe we currently are, and we do not
currently anticipate becoming, a U.S. real property
holding corporation for U.S. federal income tax
purposes. As of the date of this offering, our common shares
will be regularly traded on an established securities market.
Information
Reporting and Backup Withholding Information Reporting
We must report annually to the IRS and to each
non-U.S. holder
the entire amount of any dividend that is paid to such holder.
Copies of the information returns reporting such distributions
and withholding may also be made available to the tax
authorities in the country in which the
non-U.S. holder
resides under the provisions of an applicable income tax treaty.
The payment of proceeds from the sale of common shares by a
broker to a
non-U.S. holder
is generally not subject to information reporting if:
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the beneficial owner of the common shares certifies its
non-U.S. status
under penalties of perjury, or otherwise establishes an
exemption; or the sale of the common shares is effected outside
the United States by a foreign office, unless the broker is: a
U.S. person or U.S. related person as defined in the
Code; or
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a controlled foreign corporation for U.S. federal income
tax purposes.
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Backup
Withholding
Dividends paid to a
non-U.S. holder
of common shares generally will be exempt from backup
withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8BEN
or otherwise establishes an exemption. The payment of proceeds
from a disposition of common shares effected by a
non-U.S. holder
outside the United States by or through a foreign office of a
broker generally will not be subject to backup withholding.
Payment of the proceeds from a disposition by a
non-U.S. holder
of common shares made by or through the U.S. office of a
broker is generally not subject to backup withholding if the
non-U.S. holder
provides a properly executed IRS
Form W-8BEN
or otherwise establishes an exemption. Notwithstanding the
foregoing, backup withholding may apply if either we, our paying
agent or the broker has actual knowledge, or reason to know,
that the
non-U.S. holder
is a U.S. person.
Backup withholding is not an additional tax. Any amount withheld
from a payment to a
non-U.S. holder
under these rules will be allowed as a credit against such
holders U.S. federal income tax liability and may
entitle such holder to a refund, provided that the required
information is furnished timely to the IRS.
S-4
The U.S. federal income tax discussion set forth above
is included for general information only and may not be
applicable depending upon a holders particular situation.
Potential investors should consult their own tax advisors with
respect to the tax consequences to them of the purchase,
ownership and disposition of the common shares, including the
tax consequences under U.S. federal, state, local, foreign
and other tax laws, including gift and estate tax laws,
alternative minimum tax laws and the possible effects of changes
in federal or other tax laws.
S-5
RELATIONSHIP
WITH JEFFERIES & COMPANY
Jefferies & Company, Inc., or Jefferies,
and its affiliates from time to time have provided in the past
and may provide future commercial or investment banking and
financial advisory services to us and our affiliates in the
ordinary course of business, for which they have received or
will receive customary compensation. We have an equity interest
in Jefferies High Yield Holdings, LLC, or JHYH. JHYH owns a
registered broker-dealer engaged in the secondary sales and
trading of high yield securities and specialized situation
securities formerly conducted by Jefferies, including bank debt,
post-reorganization equity, equity, equity derivatives, credit
default swaps and other financial instruments. JHYH commits
capital to the market by making markets in high yield and
distressed securities and invests in and provides research
coverage on these types of securities. We and Jefferies each
have the right to nominate two of a total of four directors to
JHYHs board, and each own 50% of the voting securities of
JHYH. Previously, we had an interest in Jefferies Partners
Opportunity Fund II, LLC, or JPOF II, a registered
broker-dealer managed and controlled by Jefferies. For further
information about our equity interest in JPOF II, see our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2006, as amended,
and our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007; for further
information about our equity interest in JHYH, see our Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2007, each incorporated by
reference into this prospectus supplement.
FOREIGN
SELLING RESTRICTIONS
Notice to
Prospective Investors in the United Kingdom
This document is only being distributed to and is only directed
at (i) persons who are outside the United Kingdom or
(ii) to investment professionals falling within
Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the Order) or
(iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within
Article 49(2)(a) to (e) of the Order (all such persons
together being referred to as relevant persons). The
common shares are only available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such
common shares will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely
on this document or any of its contents.
The sales agent has only communicated or caused to be
communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 or FSMA) received by it in
connection with the issue or sale of the shares in circumstances
in which Section 21(1) of the FSMA does not apply to us and
has complied with, and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom.
Notice to
Prospective Investors in the European Economic Area
To the extent that the offer of the common stock is made in any
Member State of the European Economic Area that has implemented
the Prospectus Directive before the date of publication of a
prospectus in relation to the common stock which has been
approved by the competent authority in the Member State in
accordance with the Prospectus Directive (or, where appropriate,
published in accordance with the Prospectus Directive and
notified to the competent authority in the Member State in
accordance with the Prospectus Directive), the offer (including
any offer pursuant to this document) is only addressed to
qualified investors in that Member State within the meaning of
the Prospectus Directive or has been or will be made otherwise
in circumstances that do not require us to publish a prospectus
pursuant to the Prospectus Directive.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), the sales agent, with effect
from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant
Implementation Date), has not made and will not make an
offer of shares to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
shares which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from
and
S-6
including the Relevant Implementation Date, make an offer of
shares to the public in that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities,
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts, or
(c) in any other circumstances which do not require the
publication by us of a prospectus pursuant to Article 3 of
the Prospectus Directive.
For the purposes of this provision, the expression an
offer of shares to the public in relation to any
shares in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the shares to be offered so as to enable an
investor to decide to purchase or subscribe the shares, as the
same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and
the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
Weil, Gotshal & Manges LLP, New York, New York, has
passed upon the validity of the common shares offered hereby on
behalf of us. Certain legal matters will be passed upon for the
sales agent by Cahill Gordon & Reindel LLP, New York,
New York.
S-7
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
TABLE OF
CONTENTS
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i
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.
2
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
3
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.
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.
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
|
x
|
|
|
5.50
|
x
|
|
|
3.42
|
x
|
|
|
2.77
|
x
|
|
|
2.02
|
x
|
|
|
1.28
|
x
|
|
|
n/a
|
|
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.
4
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
5
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.
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.
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.
The validity of the securities offered hereby will be passed
upon for us by Weil, Gotshal & Manges LLP, New York,
New York.
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
5,500,000
Common Shares
Leucadia National
Corporation
PROSPECTUS SUPPLEMENT
September ,
2007
Jefferies &
Company