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): December 23, 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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| 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))
Section 2- Financial Information
Item 2.02 Completion of Acquisition or Disposition of Assets
Section 8- Other Events
Item 8.01 Other Events
On December 23, 2005, Leucadia National Corporation issued the
following press release announcing that it had completed the previously
announced sale of WilTel Communications Group, LLC to Level 3 Communications,
Inc.:
LEUCADIA NATIONAL CORPORATION
COMPLETES SALE OF WILTEL COMMUNICATIONS GROUP, LLC
TO LEVEL 3 COMMUNICATIONS, INC.
New York, New York . . . December 23, 2005, Leucadia National Corporation (NYSE:
"LUK") today announced the completion of the sale of its telecommunications
subsidiary, WilTel Communications Group, LLC, to Level 3 Communications, Inc.
for aggregate consideration consisting of $486 million in cash (including $16
million for excess working capital, which is subject to adjustment, and $100
million in cash to reflect that amount of cash left in WilTel), and 115 million
newly issued shares of Level 3 common stock, having an aggregate market value of
$339 million (based on the $2.95 per share closing price of Level 3 common stock
on December 22, 2005). Leucadia expects to report a pre-tax gain on the sale of
approximately $180 million and will classify WilTel as a discontinued operation
during the fourth quarter of 2005.
In connection with the sale, Leucadia retained those assets and liabilities of
WilTel that were not purchased by Level 3. The retained assets include (i)
WilTel's headquarters building located in Tulsa, Oklahoma, (ii) WilTel's cash
and cash equivalents in excess of $100 million, and (iii) WilTel's marketable
securities. In addition, Leucadia retained all of WilTel's right to receive cash
payments from SBC Communications Inc. totaling $236 million pursuant to the
previously announced Termination, Mutual Release and Settlement Agreement dated
June 15, 2005 among the Company, WilTel and SBC. Prior to the closing, WilTel
repaid its long-term debt obligations using its funds, together with funds
advanced by Leucadia. In addition, the retained liabilities include WilTel's
defined benefit pension plan and supplemental retirement plan obligation and
certain other employee related liabilities and other claims. The net value of
these retained assets and retained liabilities has not yet been determined.
The agreement with Level 3 requires that all parties make the appropriate
filings to treat the purchase of WilTel's membership interests as a purchase of
assets for federal, state and local income and franchise tax purposes. As a
result, WilTel's operating loss carryforwards, including any tax loss
carryforwards generated by the sale, will remain with Leucadia. Leucadia
currently estimates that after the closing it has federal net operating loss
carryforwards of approximately $4.9 billion, which are subject to
qualifications, limitations and uncertainties as discussed in Leucadia's Annual
Report on Form 10-K for the year ended December 31, 2004.
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Leucadia' remaining telecommunications operations are conducted through ATX
Communications, Inc., an integrated communications provider that offers local
exchange carrier and inter-exchange carrier telephone, Internet, high-speed data
and other communications services to business and residential customers in
certain markets throughout the Mid-Atlantic and Midwest regions of the United
States.
**************
This press release may contain "forward-looking statements" within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Although Leucadia believes any such statement is based on reasonable
assumptions, there is no assurance that actual outcomes will not be materially
different. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially. For a
discussion of factors that may cause results to differ, see Leucadia's SEC
reports, including its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 and its Annual Report on Form 10-K, as amended, for the year
ended December 31, 2004. These forward-looking statements speak only as of the
date hereof. Leucadia disclaims any intent or obligation to update these
forward-looking statements.
*******************
Leucadia National Corporation, with its principal business address at 315 Park
Avenue South, New York, New York 10010, is a holding company engaged in a
variety of businesses.
Leucadia will file a Current Report on Form 8-K reporting information
under "Section 9- Financial Statements and Exhibits" in accordance with the
filing requirements of Form 8-K with respect to the sale of WilTel
Communications Group, LLC.
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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: December 23, 2005
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
-------------------------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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