-----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, VRqnZtBNaRybYp69VL/jYpSYxadajjrURr5oe44hsuh0Q5CWJ3vop16JHtiP5bN5 5IVae7nkoZQc6Ucovr4hBQ== 0000909518-96-000194.txt : 19960624 0000909518-96-000194.hdr.sgml : 19960624 ACCESSION NUMBER: 0000909518-96-000194 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960621 SROS: NYSE SROS: PSE FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61682 FILM NUMBER: 96584154 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 424B3 1 PROSPECTUS SUPPLEMENT Rule 424 (b)(3) File No. 33-61680 Supplement dated June 21, 1996 to the Reoffer Prospectus dated April 27, 1993 (as previously amended pursuant to a Supplement dated September 23, 1994) Included in the Registration Statement on Form S-8 (File No. 33-61680) 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 169,500 Common Shares which may be, or have been, acquired by the Selling Shareholders upon the exercise of options ("Options") granted under the Plan. This Prospectus does not cover the offer and sale of Common Shares which may be acquired by the Selling Shareholders upon the exercise of Options granted under the Company's 1982 Stock Option Plan, as amended (the "1982 Plan"). The following table and accompanying footnotes set forth (i) the name and position with the Company of each Selling Shareholder, (ii) the number of Common Shares beneficially owned by each Selling Shareholder as of June 17, 1996 (including Options which are currently exercisable or exercisable within 60 days of the date hereof ("Currently Exercisable Options")), (iii) the number of Common Shares which each Selling Shareholder has acquired pursuant to the Plan or may acquire pursuant to the exercise of Options granted to such Selling Shareholder under the Plan, some or all of which Common Shares may be sold from time to time pursuant to this Prospectus, and (iv) the number of Common Shares and the percentage, if 1% or more, of the Company's 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 Common Shares available to be resold after the exercise of Options granted to each such Selling Shareholder, whether or not such 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.
Number of Common Shares -------------------------------------------------------------- (i) (iv) Name and Position (ii) Amount and With the Company Beneficially Owned (iii) Percent of Within the Past as of Maximum Offered Class After Three Years June 17, 1996 Hereby(a) Offering(b) ---------------- ----------------- ------------- ---------- Paul M. Dougan 4,000(c) 8,000 0(*) Director Lawrence D. Glaubinger 75,000(d) 7,000 72,500(*) Director James E. Jordan 21,000(e) 11,000 14,000(*) Director Jesse Clyde Nichols, III 61,337(f) 11,000 54,337(*) Director Paul J. Borden 4,800(g) 13,500 2,400(*) Vice President Mark Hornstein 108,400(h) 9,000 106,800(*) Vice President Ruth Klindtworth 51,416(i) 4,500 50,616(*) Vice President- Corporate Administrator And Secretary Barbara L. Lowenthal 0(j) 7,500 0(*) Vice President and Comptroller Thomas E. Mara 133,944(k) 45,000 125,944(*) Executive Vice President Joseph A. Orlando 4,356(l) 30,000 356(*) Vice President and Comptroller David K. Sherman 11,290(m) 19,000 9,890(*) Vice President ____________________________ * Indicates Common Shares held are less than 1% of Class. (a) Includes the number of Common Shares which each Selling Shareholder has acquired pursuant to the Plan or may acquire pursuant to the exercise of Options granted to such Selling Shareholder under the Plan (whether or not they are Currently Exercisable Options), some or all of which Common Shares may be sold from time to time pursuant to this Prospectus. (b) Assumes that all Common Shares offered hereby are sold. Excludes Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the 1982 Plan. (c) Includes 4,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes 4,000 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (d) Includes 2,500 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes 4,000 Common shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (e) Includes 7,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes 4,000 Common shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (f) Includes 7,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan and 6,400 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the 1982 Plan. Excludes 4,000 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (g) Includes 2,400 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes 11,100 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan and 1,200 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the 1982 Plan. (h) Includes 1,600 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan and 4,800 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the 1982 Plan. Excludes 7,400 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan and 1,200 Common Shares that may be acquired upon the exercise of non- Currently Exercisable Options granted pursuant to the 1982 Plan. (i) Includes 800 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan and 1,200 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the 1982 Plan. Excludes 3,700 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan and 1,200 Common Shares that may be acquired upon the exercise of non- Currently Exercisable Options granted pursuant to the 1982 Plan. (j) Excludes 7,500 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (k) Includes 8,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan and 12,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the 1982 Plan. Excludes 37,000 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan and 4,000 Common Shares that may be acquired upon the exercise of non- Currently Exercisable Options granted pursuant to the 1982 Plan. (l) Includes 4,000 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan. Excludes 26,000 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan. (m) Includes 2,400 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the Plan and 4,800 Common Shares that may be acquired upon the exercise of Currently Exercisable Options granted pursuant to the 1982 Plan. Excludes 16,600 Common Shares that may be acquired upon the exercise of non-Currently Exercisable Options granted pursuant to the Plan and 2,400 Common Shares that may be acquired upon the exercise of non- Currently Exercisable Options granted pursuant to the 1982 Plan.
As of June 17, 1994, there were 60,309,250 outstanding Common Shares. NYFS04...:\30\76830\0001\1980\FRM70894.M0A -----END PRIVACY-ENHANCED MESSAGE-----