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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2003
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
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(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 X No
--- ----
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, 2003, the registrant had no outstanding securities held by
non-affiliates.
The number of shares of the registrant's common stock outstanding as of
March 16, 2004 was 1,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. Business.
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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 April 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.
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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.
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Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
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Matters and Issuer Purchases of Equity Securities.
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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.
2
Item 6. Selected Financial Data.
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The following selected financial data have been summarized from the
Company's consolidated financial statements and are qualified in their entirety
by reference to, and should be read in conjunction with, such consolidated
financial statements and Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of this Report.
At December 31,
--------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Selected Balance Sheet Data:
Cash $1,000 $ - $ - $ - $ -
Total assets $1,000 $ - $ - $ - $ -
Shareholder's equity $1,000 $ - $ - $ - $ -
Book value per common
share $ 1.00 $ - $ - $ - $ -
The Company has no operations.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ----------------------------------------------------------------
Results of Operations.
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Liquidity and Capital Resources
During 2002, the Company issued 1,000 shares of $1 par value common
stock for $1,000. As of December 31, 2002, the Company had not received the
subscription proceeds and accordingly recorded a subscription receivable. The
cash proceeds were received during the first quarter of 2003.
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.
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Not applicable.
Item 8. Financial Statements and Supplementary Data.
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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
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Financial Disclosure.
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Not applicable.
Item 9A. Controls and Procedures.
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(a) The Company's management evaluated, with the participation of the
Company's principal executive and principal financial officers, the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as of December 31, 2003. Based on their
evaluation, the Company's principal executive and principal financial officers
concluded that the Company's disclosure controls and procedures were effective
as of December 31, 2003.
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(b) There has been no change in the Company's internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the Company's fiscal quarter ended December
31, 2003, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant.
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Directors
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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.
Executive Officers
------------------
Executive officers of the Company serve at the pleasure of the Board
of Directors of the Company. As of March 16, 2004, 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 48 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.
The Company does not have an audit committee as it conducts no
business. The Company does not maintain a website and does not have a code of
conduct as it conducts no business and has no employees.
Item 11. Executive Compensation.
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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.
4
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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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.
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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. Principal Accounting Fees and Services.
- ------- --------------------------------------
Not applicable.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a)(1)(2) Financial Statements and Schedules:
Report of Independent Auditors .......................... F-1
Financial Statements:
Balance Sheets at December 31, 2003 and 2002........... F-2
Statements of Cash Flows for the year ended
December 31, 2003 and for the period from date of
incorporation (April 3, 2002) to December 31, 2002.. F-3
Notes to Financial Statements.......................... F-4
(3) Executive Compensation Plans and Arrangements.
---------------------------------------------
Not applicable.
(b) Reports on Form 8-K.
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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.
31.1 Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
5
32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
- ----------------------------
* Incorporated by reference.
** Furnished herewith pursuant to item 601(b)(32) of Regulation S-K.
6
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 18, 2004 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 18, 2004
- --------------------------
Joseph A. Orlando
Chairman of the Board,
President, Vice President
and Treasurer
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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.
31.1 Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
- ----------------------------
* Incorporated by reference.
** Furnished herewith pursuant to item 601(b)(32) of Regulation S-K.
8
Report of Independent Auditors
To the Board of Directors and
Stockholders of Leucadia National Corporation - Arizona:
In our opinion, the accompanying balance sheets and the related statements of
cash flows present fairly, in all material respects, the financial position of
Leucadia National Corporation - Arizona (the "Company") at December 31, 2003 and
2002 and their cash flows for the year ended December 31, 2003 and for the
period from April 3, 2002 (date of incorporation) to December 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
March 9, 2004
F-1
LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheets
December 31, 2003 and 2002
2003 2002
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ASSETS
Cash $ 1,000 $ -
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Total assets $ 1,000 $ -
======= =======
LIABILITIES $ - $ -
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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 1,000
Subscription receivable - (1,000)
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Total shareholder's equity 1,000 -
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Total liabilities and shareholder's equity $ 1,000 $ -
======= =======
See notes to financial statements.
F-2
LEUCADIA NATIONAL CORPORATION - ARIZONA
Statements of Cash Flows
For the year ended December 31, 2003 and for the period from date of
incorporation (April 3, 2002) to December 31, 2002
2003 2002
---- ----
Net cash flows from financing activities:
Reduction of subscription receivable $ 1,000 $ 0
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Net cash provided by financing activities 1,000 0
Cash at January 1, 0 0
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Cash at December 31, $ 1,000 $ 0
======= =======
See notes to financial statements.
F-3
LEUCADIA NATIONAL CORPORATION - ARIZONA
Notes to Financial Statements
1. Nature of Operations
Leucadia National Corporation - Arizona (the "Company") is an Arizona
corporation, which was incorporated in April 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, 2003.
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 had not received
the subscription proceeds and accordingly recorded a subscription
receivable. The cash proceeds were received during the first quarter of
2003.
F-4