-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Jnr7t1pTzzCQVj62uE46Jvoup+WEyLrOnu3H9yo6r8CdrhzchO6U/j76ZS3BWJzM y0drsIv46ihGY3Fb2BuJzg== 0000909518-95-000122.txt : 19950608 0000909518-95-000122.hdr.sgml : 19950608 ACCESSION NUMBER: 0000909518-95-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950607 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MK GOLD CO CENTRAL INDEX KEY: 0000913586 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820436072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42711 FILM NUMBER: 95545651 BUSINESS ADDRESS: STREET 1: MORRISON KNUDSEN PLAZA CITY: BOISE STATE: ID ZIP: 83729 BUSINESS PHONE: 2083868900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 SC 13D/A 1 AMEND NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 2) MK GOLD COMPANY - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per 55305P100 share - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) Stephen E. Jacobs, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, N.Y. 10153 (212) 310-8000 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) June 6, 1995 - -------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) CUSIP No. 55305P100 13D 1 NAME OF REPORTING PERSON: Leucadia National Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF New York ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 9,000,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 9,000,000 REPORTING PERSON WITH 10 SHARED DISPOSITIVE None POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 9,000,000 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 46.4% 14 TYPE OF REPORTING PERSON: CO This constitutes Amendment No. 2 to the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on May 23, 1995 by Leucadia National Corporation ("Leucadia"), with respect to the shares of common stock, par value $.01 per share (the "Common Stock") of MK Gold Company (the "Company"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of the Transaction -------------------------- On June 6, 1995, Leucadia purchased the Shares pursuant to the terms of the Stock Purchase Agreement. Also on June 6, 1995, Leucadia purchased at par 100% of CIBC, Inc.'s interest, as Lender, under the $20 million credit facility to the Company, of which approximately $15 million was outstanding, and released the Seller and certain of Seller's affiliates from their guaranty obligations related to such credit facility. Effective June 6, 1995, Leucadia's three designees, Ian M. Cumming and Joseph S. Steinberg (Leucadia's principal executive officers and principal shareholders) and G. Frank Joklik, the retired President and CEO of Kennecott Corporation, were elected to the Company's Board of Directors as a result of vacancies created by the resignation of two directors affiliated with Seller and an increase in the size of the total Board to eight directors. Messrs. Cumming, Steinberg and Joklik were elected to the class of directors whose terms expire in 1995 (and expect to be nominees for re-election at the Company's 1995 Annual Meeting as directors whose terms expire in 1998). Item 7. Materials to be Filed as Exhibits. --------------------------------- 4. Amendment No. 1, dated June 6, 1995, to the Amended and Restated Escrow and Security Agreement between Seller, Leucadia, the Collateral Agent and the Escrow Agent. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: June 7, 1995 LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando -------------------------- Title: Vice President and Comptroller EXHIBIT INDEX ------------- Exhibit No. Document - ----------- -------- 4. Amendment No. 1, dated June 6, 1995, to the Amended and Restated Escrow and Security Agreement between Seller, Leucadia, the Collateral Agent and the Escrow Agent. EX-4 2 Exhibit 4 Conformed Execution Copy ------------------------ AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT, dated as of May 12, 1995 ("Escrow Agreement"), by and among LEUCADIA NATIONAL CORPORATION, a New York corporation ("Buyer"), MORRISON KNUDSEN CORPORATION, a Delaware corporation ("Seller"), MELLON BANK, N.A., as Collateral Agent (as defined herein) for the MK Lenders (as defined herein) and Weil, Gotshal & Manges (a partnership including professional corporations) ("Escrow Agent"). All capitalized terms used herein without definition shall have the meanings given to them in the Escrow Agreement. Section 3(a) of the Escrow Agreement is hereby amended and restated in its entirety to read as follows: "On the business day immediately following receipt by Escrow Agent of Disbursing Instructions in the form attached as Annex A hereto executed by Buyer, Escrow Agent shall send to Seller and the Collateral Agent notice in the form attached hereto as Annex A-1 of receipt of such Disbursing Instructions. If within two business days of receipt of such Disbursing Instructions, Escrow Agent has not received (i) notice from Seller or the Collateral Agent that it disputes the release of the Escrowed Property in accordance with such Disbursing Instructions or (ii) notice from each of Seller and the Collateral Agent that it consents to the release of the Escrowed Property in accordance with such Disbursing Instructions, then on the third business day following receipt by Escrow Agent of such Disbursing Instructions or such earlier date as may be mutually agreed to by all parties hereto, Escrow Agent (i) shall release to the Collateral Agent from the Cash Collateral Account the US $22,500,000 purchase price set forth in the Stock Purchase Agreement and (ii) shall release to Buyer the Escrowed Shares, with stock powers duly endorsed in blank, and the Escrowed Distributions, if any, including the balance remaining in the Cash Escrow Account after release of funds to Seller pursuant to (a)(i) above and (iii) shall release to Seller the MK Lenders' Consent; and This Amendment No. 1 may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment No. 1. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day of June, 1995. ----- LEUCADIA NATIONAL CORPORATION By: -------------------------------- Title: ----------------------------- MORRISON KNUDSEN CORPORATION By: -------------------------------- Title: ----------------------------- MELLON BANK, N.A., as Collateral Agent for the MK Lenders By: ------------------------------- Title: ----------------------------- ESCROW AGENT: WEIL, GOTSHAL & MANGES By: -------------------------------- (A Member of the Firm) NYFS04...:\30\76830\0001\570\AMD6025J.110 Weil, Gotshal & Manges 767 Fifth Avenue New York, New York 10153 Attn: Stephen E. Jacobs, Esq. Reference is made to that certain Amended and Restated Escrow Agreement, dated as of May 12, 1995 by and among Leucadia National Corporation ("Buyer"), Morrison Knudsen Corporation ("Seller"), Mellon Bank, N.A. as Collateral Agent and Weil, Gotshal & Manges as Escrow Agent (the "Escrow Agreement"). All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Escrow Agreement. The undersigned hereby acknowledges receipt of notice from the Escrow Agent in the form attached hereto. The undersigned hereby consents to the immediate release of the Escrowed Property by the Escrow Agent as follows: (a) release to the Collateral Agent US$22,500,000 of the Escrowed Funds from the Cash Escrow Account established under the Escrow Agreement, (b) release to Buyer (i) the Escrowed Shares, together with stock powers duly endorsed in blank, from the Share Escrow Account established under the Escrow Agreement, and (ii) the Escrowed Distributions, if any, including the balance remaining in the Cash Escrow Account after release of funds to Seller pursuant to (a) above and (c) release to Seller the MK Lenders' Consent. MORRISON KNUDSEN CORPORATION By: -------------------------- Title: ----------------------- MELLON BANK, N.A., as Collateral Agent for the MK Lenders By: ------------------------ Title: --------------------- NYFS04...:\30\76830\0001\570\AMD6025J.110 -----END PRIVACY-ENHANCED MESSAGE-----