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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 333-86018-01
LEUCADIA NATIONAL CORPORATION-ARIZONA
-------------------------------------------------
(Exact name of registrant as specified in charter)
Arizona 75-3039789
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
315 Park Avenue South
New York, New York 10010
(212) 460-1900
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(Address of principal executive offices and telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
--- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ----
As of June 30, 2002, the registrant had no outstanding securities held by
non-affiliates.
The number of shares of the registrant's common stock outstanding as of
March 24, 2003 was 1,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
Item 1. Business.
- ------- ---------
Leucadia National Corporation-Arizona (the "Company") is an Arizona
corporation. It is a wholly owned subsidiary of Leucadia National
Corporation ("Leucadia") and was formed in connection with Leucadia's
proposed reorganization from New York to Bermuda. In 2002, the Company
filed a registration statement on Form S-4 to register shares of its
common stock, par value $1.00 per share, pursuant to the Securities
Act of 1933 in connection with the proposed reorganization. No shares
of the Company's common stock have been issued, other than to
Leucadia. It has no operations and conducts no business.
The Company was incorporated in 2002. Its principal executive offices
are located at c/o Leucadia National Corporation, 315 Park Avenue
South, New York, NY 10010, telephone (212) 460-1900.
The Company has no employees.
Item 2. Properties.
- ------- -----------
The Company does not own or lease any property.
Item 3. Legal Proceedings.
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None.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
- ------- ----------------------------------------------------------------------
No shares of the Company's common stock are publicly held. All
outstanding shares of the Company's common stock are owned by
Leucadia.
The Company has not paid dividends on its common stock to date and
does not anticipate doing so in the future.
In April 2002, the Company issued 1,000 shares of its common stock to
Leucadia in a private placement. The private placement was exempt from
registration under Section 4(2) of the Securities Act of 1933 as a
transaction not involving a public offering.
Item 6. Selected Financial Data.
- ------- ------------------------
The Company has no operations or assets.
2
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ----------------------------------------------------------------
Results of Operations.
----------------------
The Company was formed in connection with Leucadia's proposed
reorganization from New York to Bermuda. It has no operations and
conducts no business.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
- -------- ----------------------------------------------------------
Not applicable.
Item 8. Financial Statements and Supplementary Data.
- ------- --------------------------------------------
Financial statements and supplementary data required by this Item 8
are set forth at the pages indicated in Item 15(a) below.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure.
---------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
- -------- ---------------------------------------------------
Directors
---------
The sole director of the Company is Joseph A. Orlando. Mr. Orlando, a
certified public accountant, has served as a director of the Company,
as well as the Company's Chairman, President, Vice President and
Treasurer since April 2002. He has served as Chief Financial Officer
of Leucadia since April 1996 and as Vice President of Leucadia since
January 1994. In addition, he has served as a director of Allcity
Insurance Company since October 1998. Allcity Insurance Company, a
property and casualty insurer, is a subsidiary of Leucadia.
3
Executive Officers
------------------
Executive officers of the Company serve at the pleasure of the Board
of Directors of the Company. As of March 24, 2003, the Company had
only one executive officer; his name, age, position held and period
served were as follows:
Position with Office
Name Age the Company Held Since
- ---- --- ----------- ----------
Joseph A. Orlando 47 Chairman of the April 2002
Board, President,
Vice President and
Treasurer
The Company has no outstanding securities registered pursuant to
Section 12 of the Act.
Item 11. Executive Compensation.
- -------- -----------------------
The Company does not remunerate its executive officer. The executive
officer of the Company is also an officer of the Company's parent,
Leucadia, and does not receive additional compensation for serving as
an executive officer of the Company.
The Company does not remunerate its director. The director is also an
executive officer of Leucadia and does not receive additional
compensation for serving as a director of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- -------- ---------------------------------------------------------------
Leucadia owns 1,000 shares of the Company's common stock, representing
100% of the outstanding shares of the Company's common stock.
Item 13. Certain Relationships and Related Transactions.
- -------- -----------------------------------------------
The Company's sole director and executive officer, Joseph A. Orlando,
is affiliated with Leucadia, which owns 100% of the Company's common
stock. Mr. Orlando is a Vice President and the Chief Financial Officer
of Leucadia.
Item 14. Controls and Procedures.
- -------- ------------------------
(a) Based on his evaluation as of a date within 90 days of the filing
date of this Annual Report on Form 10-K, the Company's chief
executive officer and chief financial officer has concluded that
the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Exchange Act) are
effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the
Exchange Act are recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange
Commission rules and forms.
4
(b) There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- -------- -----------------------------------------------------------------
(a)(1)(2) Financial Statements and Schedules:
Report of Independent Accountants..............................F-1
Financial Statements:
Balance Sheet at December 31, 2002.....................F-2
Notes to Balance Sheet.................................F-3
(3) Executive Compensation Plans and Arrangements.
----------------------------------------------
Not applicable.
(b) Reports on Form 8-K.
--------------------
None.
(c) Exhibits.
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3.1 Articles of Incorporation (filed as Exhibit 3.1 to the
Registration Statement on Form S-4 of the Company and Leucadia
(No. 333-86018 and 333-86018-01) (the "Joint S-4").*
3.2 By-Laws (filed as Exhibit 3.2 to the Joint S-4).*
4.1 The Company undertakes to furnish to the Securities and Exchange
Commission, upon request, a copy of all instruments with respect
to long-term debt not filed herewith.
99.1 Certification of Principal Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
- -----------------------------------------
* Incorporated by reference
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION-ARIZONA
March 28, 2003 By: /s/ Joseph A. Orlando
--------------------------
Joseph A. Orlando
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of
the registrant and in the capacities indicated, on the date set forth
above.
Signature Date
--------- ----
By: /s/ Joseph A. Orlando March 28, 2003
--------------------------
Joseph A. Orlando
Chairman of the Board,
President, Vice President
and Treasurer
6
CERTIFICATIONS
--------------
I, Joseph A. Orlando, certify that:
1. I have reviewed this annual report on Form 10-K of Leucadia National
Corporation-Arizona;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Joseph A. Orlando
-----------------------
Joseph A. Orlando
President
(Principal Executive Officer)
7
CERTIFICATIONS
--------------
I, Joseph A. Orlando, certify that:
1. I have reviewed this annual report on Form 10-K of Leucadia National
Corporation-Arizona;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Joseph A. Orlando
----------------------
Joseph A. Orlando
Treasurer
(Principal Financial Officer)
8
EXHIBIT INDEX
3.1 Articles of Incorporation (filed as Exhibit 3.1 to the
Registration Statement on Form S-4 of the Company and Leucadia
(No. 333-86018 and 333-86018-01) (the "Joint S-4").*
3.2 By-Laws (filed as Exhibit 3.2 to the Joint S-4).*
4.1 The Company undertakes to furnish to the Securities and Exchange
Commission, upon request, a copy of all instruments with respect
to long-term debt not filed herewith.
99.1 Certification of Principal Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
- -------------------------------------
* Incorporated by reference.
9
Report of Independent Accountants
To the Board of Directors and
Stockholders of Leucadia National Corporation - Arizona:
In our opinion, the accompanying balance sheet presents fairly, in all material
respects, the financial position of Leucadia National Corporation - Arizona (the
"Company") at December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. This financial statement is
the responsibility of the Company's management; our responsibility is to express
an opinion on this financial statement based on our audit. We conducted our
audit of this statement in accordance with auditing standards generally accepted
in the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall balance sheet presentation. We believe that our audit of
the balance sheet provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
March 12, 2003
F-1
LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheet
December 31, 2002
ASSETS $ 0
=======
LIABILITIES $ 0
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Commitments and contingencies
SHAREHOLDER'S EQUITY:
Common Stock, par value $1 per share, authorized 150,000,000
shares; 1,000 shares issued and outstanding 1,000
Subscription receivable (1,000)
-------
Total shareholder's equity 0
-------
Total liabilities and shareholder's equity $ 0
=======
See Notes to Balance Sheet.
F-2
LEUCADIA NATIONAL CORPORATION - ARIZONA
Notes to Balance Sheet
1. Nature of Operations
--------------------
Leucadia National Corporation - Arizona (the "Company") is an Arizona
corporation, which was incorporated in 2002. It is a wholly owned
subsidiary of Leucadia National Corporation ("Leucadia") and was formed in
connection with Leucadia's proposed reorganization from New York to
Bermuda. In 2002, the company filed a registration statement on Form S-4 to
register shares of its common stock pursuant to the Securities Act of 1933
in connection with the proposed reorganization. No shares of the Company's
common stock have been issued, other than to Leucadia. It has no operations
and conducts no business. Accordingly, the Company has not had any
operating results for the period from inception through December 31, 2002.
2. During 2002, the Company issued 1,000 shares of $1 par value common stock
for $1,000. As of December 31, 2002, the Company has not received the
subscription proceeds and has accordingly recorded a subscription
receivable.
F-3