Rule 424(b)(3)
File No. 333-51494
Supplement dated June 13, 2005 to the
Reoffer Prospectus dated December 8, 2000
Included in the Registration Statement on Form S-8
(File No. 333-51494)
of
LEUCADIA NATIONAL CORPORATION
The Selling Shareholders section of the Prospectus is amended and
restated in its entirety as follows:
SELLING SHAREHOLDERS
This Prospectus covers the offer and sale of 487,875 common shares
which may be, or have been, acquired by the selling shareholders upon the
exercise of options granted under the Leucadia National Corporation 1999 Stock
Option Plan.
This Prospectus relates to our common shares which may be, or have
been, acquired by the selling shareholders named below under the Leucadia
National Corporation 1999 Stock Option Plan, as amended through May 16, 2000.
The following table and accompanying footnotes sets forth: (1) the name and
relationship to Leucadia of each selling shareholder; (2) the number of our
common shares each selling shareholder beneficially owned as of June 10, 2005
(including options that are currently exercisable or exercisable within 60 days
of the date hereof); (3) the number of our common shares that each selling
shareholder has acquired pursuant to our 1999 Stock Option Plan or may acquire
upon the exercise of options granted to the selling shareholder under the 1999
Stock Option Plan through June 10, 2005; and (4) the number of our common shares
and the percentage, if 1% or more, of our outstanding common shares to be
beneficially owned by each selling shareholder after completion of this
offering, assuming the sale of all shares offered hereby. The table includes all
persons who are eligible to resell common shares hereunder and the amount of our
common shares available to be resold after the exercise of options granted to
each selling shareholder, whether or not the selling shareholder has a present
intent to resell. There is no assurance that any of the selling shareholders
will sell any or all of the common shares offered by them hereunder and Leucadia
has no knowledge that any of the selling shareholders has any present intent to
sell such common shares.
NY2:\1538622\04\WZ7$04!.DOC\76830.0146
As of June 10, 2005, there were 107,685,578 of our common shares
outstanding.
Shares Beneficially
Selling Shareholders and Owned as of Shares Covered by this Shares Beneficially Owned
Positions with Leucadia June 10, 2005 Prospectus(a) After this Offering (b)
----------------------- ------------- ------------- -----------------------
Paul M. Dougan
Director 11,775(c) 14,875 150(*)
Lawrence D. Glaubinger
Director 126,750(d) 13,000 117,000(*)
Alan J. Hirschfield
Director 375(e) 2,500 0
James E. Jordan
Director 60,750(d) 19,000 45,000(*)
Jeffrey C. Keil
Director 375(e) 2,500 0
Jesse Clyde Nichols, III
Director 106,820(f) 19,000 91,070(*)
Joseph A. Orlando
Vice President and Chief
Financial Officer 63,534(g) 120,000 3,534(*)
Barbara L. Lowenthal
Vice President and
Comptroller 21,000(e) 63,000 0
Thomas E. Mara
Executive Vice President and
Treasurer 60,000(e) 135,000 0
H.E. Scruggs
Vice President 46,500(e) 99,000 0
-------------------------
* Indicates common shares held are less than 1% of outstanding.
(a) Includes the number of common shares that each selling shareholder may
acquire, or has acquired, pursuant to the plan pursuant to the exercise of
options granted to the selling shareholder under the plan, whether or not
they are currently exercisable, some or all of which may be sold from time
to time pursuant to this prospectus.
(b) Assumes that all common shares offered hereby are sold.
(c) Includes (i) 3,750 shares that may be acquired upon the exercise of
currently exercisable stock options and (ii) 150 shares held by Mr.
Dougan's wife as to which Mr. Dougan disclaims beneficial ownership.
(d) Includes 1,500 shares that may be acquired upon the exercise of currently
exercisable stock options.
(e) Consists of shares that may be acquired upon the exercise of currently
exercisable stock options.
(f) Includes (i) 3,750 shares that may be acquired upon the exercise of
currently exercisable stock options, (ii) 12,000 shares held in a revocable
trust for the benefit of Mr. Nichols, (iii) 7,277 shares owned directly by
Mr. Nichol's wife, (iv) 2,421 shares beneficially owned by Mr. Nichol's
wife through a a majority owned company, (v) 1,380 shares owned by Mr.
Nichol's minor children and (vi) 480 shares held in trusts for the benefit
of Mr. Nichol's minor children.
(g) Includes 7,500 shares that may be acquired upon the exercise of currently
exercisable stock options.