UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 2, 2005
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
(Commission File Number) (IRS Employer Identification No.)
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(Address of Principal Executive Offices) (Zip Code)
212-460-1900
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 3, 2005, Leucadia National Corporation (the "Company") and its 72.1%
owned subsidiary, MK Resources Company ("MK Resources"), announced that they had
entered into a Share Purchase Agreement, dated May 2, 2005 (the "Share Purchase
Agreement"), with Inmet Mining Corporation ("Inmet") to sell to Inmet 70% of MK
Resources' Las Cruces copper mining project in southern Spain (the "Las Cruces
Project"). Under the Share Purchase Agreement, Inmet will issue 5,600,000 Inmet
common shares to MK Resources in exchange for the 70% interest in the Las Cruces
Project (the "Inmet Transaction"), and enter into a registration rights
agreement with respect to such Inmet common shares (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, the Company and MK
Resources will agree not to transfer the Inmet common shares issued in the Inmet
Transaction (other than to their affiliates) until the earlier of the fourth
anniversary of the consummation of the Inmet Transaction and such time as the
completion tests to be specified under the project financing described below
have been achieved. After the consummation of the Merger described below and the
Inmet Transaction, the Company will retain a 30% indirect interest in the Las
Cruces Project.
Pursuant to the Share Purchase Agreement, the Company and Inmet have committed
to provide financing to the Las Cruces Project currently estimated to be
approximately $159,000,000, of which the Company's share will be approximately
$50,000,000 ($32,300,000 of which has already been loaned). The Company has also
agreed to provide certain guarantees for 30% of the third party project
financing to be obtained for the Las Cruces Project until such time as the
completion tests to be specified under the project financing have been achieved.
To facilitate the Inmet Transaction, the Company, Marigold Acquisition Corp., a
wholly owned subsidiary of the Company, and MK Resources have entered into an
Agreement and Plan of Merger, dated as of May 2, 2005 (the "Merger Agreement"),
pursuant to which the Company will acquire the remaining 27.9% of the
outstanding shares of MK Resources common stock that the Company does not
already own (the "Merger"). Under the terms of the Merger, MK Resources
stockholders will receive 0.0317 of a Company common share for each share of MK
Resources common stock they own. In the transaction, the Company would issue to
MK Resources stockholders an aggregate of approximately 333,500 Company common
shares.
The Merger and the Inmet Transaction were approved by the independent directors
of MK Resources, who were advised by Raymond James Ltd. Upon the recommendation
of the independent directors, the Merger and the Inmet Transaction were
unanimously approved by the Board of Directors of MK Resources.
Consummation of the Inmet Transaction is subject to the satisfaction of certain
conditions, including the completion of the Merger, receipt of required
consents, if any, and receipt of a third party project financing commitment of
not less than $255 million and a 66 million Euro bridge facility.
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Consummation of the Merger is subject to the satisfaction of certain conditions,
including approval of the transaction by MK Resources' stockholders,
effectiveness of a registration statement with respect to the Company common
shares to be issued in the Merger, and satisfaction of the closing conditions to
the Share Purchase Agreement.
The Company has agreed with Inmet to vote all of the MK Resources shares it owns
in favor of the Merger pursuant to a Voting Agreement, dated as of May 2, 2005
(the "Voting Agreement"). The Company's vote will be sufficient to approve the
Merger. The Voting Agreement will terminate in the event the Share Purchase
Agreement is terminated.
The Share Purchase Agreement includes a commitment by the Company and MK
Resources not to solicit an alternative transaction to the Inmet Transaction.
Should MK Resources receive an unsolicited alternative transaction proposal, its
Board of Directors may consider that alternative transaction and, if such
alternative transaction proposal is determined to be superior to the Merger, MK
Resources may terminate the Inmet Transaction. If the Inmet Transaction is not
completed in these circumstances, then Inmet shall receive a compensation fee
equal to the greater of $3 million or 75% of the excess value that the Company
will receive on closing of the alternative transaction proposal, provided that
such closing occurs within 12 months of the termination of the Inmet
Transaction.
The Share Purchase Agreement, Merger Agreement and Voting Agreement will be
filed as exhibits to an amended Schedule 13D to be filed by the Company.
Item 9.01(c). Exhibits.
Exhibit No. Description
99.1 Press Release of Leucadia National Corporation and MK Resources
Company, dated May 3, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 3, 2005
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
------------------------------------
Name: Joseph A. Orlando
Title: Vice President and
Chief Financial Officer
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