-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoPy7RFFIB2xG7IkZyz8JaYvT5CkYnDpwNRzh6okWBft2UgbXVYd26fzR0MsBM8Z TaCpL7wzEijCJxFEqTKQGQ== 0000909518-05-000280.txt : 20050427 0000909518-05-000280.hdr.sgml : 20050427 20050427125347 ACCESSION NUMBER: 0000909518-05-000280 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MK RESOURCES CO CENTRAL INDEX KEY: 0000913586 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 820487047 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: 05775530 BUSINESS ADDRESS: STREET 1: 60 E. SOUTH TEMPLE STREET 2: SUITE 1225 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 801-297-6900 MAIL ADDRESS: STREET 1: 60 E. SOUTH TEMPLE STREET 2: SUITE 1225 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: MK GOLD CO DATE OF NAME CHANGE: 19950831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] 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 MAIL ADDRESS: STREET 1: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 SC 13D/A 1 mv4-27_13da9.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 9) MK RESOURCES COMPANY (formerly MK Gold Company) (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE 55305P 10 0 (Title of class of securities) (CUSIP number) ANDREA A. BERNSTEIN, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NY 10153 (212) 310-8000 (Name, address and telephone number of person authorized to receive notices and communications) APRIL 26, 2005 (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(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. (Continued on following pages) (Page 1 of 4 pages) ================================================================================ NY2:\1529322\06\WS1606!.DOC\76830.0273
- ---------------------------------------------------------------------------------- -------------------------------- CUSP No. 527288 5 10 4 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 ORGANIZATION: New York - ----------------------------------- -------- ---------------------------------------------------- -------------------------------- NUMBER OF 7 SOLE VOTING POWER: 27,212,735* SHARES -------- ---------------------------------------------------- -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY -------- ---------------------------------------------------- -------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 27,212,735* REPORTING -------- ---------------------------------------------------- -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - ---------------------- -------------------------------------------------------------------------- -------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 27,212,735* - ---------------------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] See Item 5. - ---------------------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.1%* - ---------------------- ----------------------------------------------------------- ----------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- -----------------------------------------------
- -------------------------- * Does not include shares issuable upon conversion of the Company's outstanding debt to Leucadia under the credit agreement between the parties. 2 Item 1. Security and Issuer. This Statement constitutes Amendment No. 9 to the Statement on Schedule 13D, as previously amended (the "Schedule 13D"), filed with the Securities and Exchange Commission, by Leucadia National Corporation ("Leucadia") with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of MK Resources Company (formerly MK Gold Company) ("MK Resources"). Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D. Item 4. Purpose of the Transaction. On April 26, 2005, Leucadia sent a letter (the "Letter") to the Board of Directors of MK Resources relating to a potential merger in which stockholders of MK Resources would receive 0.0266 common shares of Leucadia in exchange for each share of Common Stock. A copy of the Letter is attached hereto as Exhibit 1 and is incorporated herein by reference. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a proxy statement/prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Any offer will only be made through a proxy statement/prospectus, which would form part of a registration statement to be filed with the Securities and Exchange Commission (the "SEC"). MK Resources shareholders are urged to review carefully the registration statement and the proxy statement/prospectus included therein, and other documents relating to the merger that will be filed with the SEC when they become available because these documents will contain important information relating to the merger. You may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by Leucadia with the SEC, at the SEC's Web site at www.sec.gov. Once the registration statement, as well as any other documents incorporated by reference therein have been filed with the SEC, you will also be able to inspect and copy these documents at the public reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BEFORE MAKING A DECISION CONCERNING LEUCADIA'S PROPOSED OFFER. Item 7. Material to be Filed as Exhibits. 1. Letter dated April 26, 2005, from Leucadia National Corporation to the Board of Directors of MK Resources Company. 3 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: April 27, 2005 LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando ---------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer 4 EX-99 2 mv4-27_ex1.txt 1 Exhibit 1 [LETTERHEAD OF LEUCADIA NATIONAL CORPORATION] April 26, 2005 MK Resources Company 60 East South Temple, Suite 1225 Salt Lake City, UT 84111 Attention: The Board of Directors Re: Possible Transaction Involving MK Resources Company (the "Company") Gentlemen: As you know, both the Company and Leucadia National Corporation ("Leucadia"), which owns 72.1% of the Company's outstanding common stock, are in discussions with an unrelated party (the "Unrelated Party") concerning the possible sale by the Company of a controlling interest in the Las Cruces project to the Unrelated Party (the "Sale") for common stock of the Unrelated Party. As has been discussed, the project owners would be required to make additional cash investments in the project and obtain significant additional third party financing for the Las Cruces project. Without external financial support, the Company lacks the financial resources to provide the guarantees necessary to secure this additional project financing. Leucadia has been the Company's sole source of funding for the project to date and is not willing to commit to providing the additional cash and guarantees of the magnitude required by the Unrelated Party for a company that is not wholly-owned. To provide the Unrelated Party with comfort that the financing necessary to develop the Las Cruces project will be obtainable, and thereby to enhance the discussions with respect to the possible Sale, Leucadia would be willing to acquire, immediately prior to the Sale, all of the outstanding stock of the Company that it does not currently own. This would be accomplished through a merger transaction in which the Company's public stockholders would receive Leucadia common shares in exchange for their Company stock (the "Merger"). In the Merger, each of the Company's public stockholders would receive 0.0266 Leucadia common shares for each share of the Company's common stock held by public stockholders, reflecting the asset value for the Company implied by the purchase price to be paid in the Sale, adjusted to reflect those assets of the Company that are not part of the project, as well as the Company's liabilities not assumed in the Sale and the cost to Leucadia of additional investment in the project and providing guarantees for the project's financing. NY2:\1529322\06\WS1606!.DOC\76830.0273 We believe that the Merger would be beneficial to the Company's public stockholders, because the Leucadia common shares to be received in the Merger will provide the public stockholders with liquidity and diversification, as well as a continued interest in the Las Cruces project. In addition, if the Sale occurs, we believe that it would no longer make sense for the Company to remain a separate public company given the high costs associated with being a public company and the Company's lack of financial resources, as well as the fact that the Company's only material assets would be its minority interest in the Las Cruces project and common stock of the Third Party. As we envision the transactions, both the Sale and the Merger would be structured to require the approval of the Company's non-management directors unaffiliated with Leucadia, in addition to any other required approvals. We note that our interest in the Merger is entirely dependent upon our reaching an agreement with the Third Party with respect to the Sale, as well as an agreement with respect to the Merger. Accordingly, there can, of course, be no assurance that the current discussions in fact will lead to such an agreement. Furthermore, even if an agreement with respect to a Sale is reached, there is no assurance that these transactions will in fact be consummated. Yours sincerely, LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando --------------------------------- Name: Joseph A. Orlando Title: Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----