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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
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
-------------------------------------------------------------
(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-Q or any
amendment to this Form 10-Q. [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
---- ----
The number of shares of the registrant's common stock outstanding as of
April 30, 2004 was 1,000.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheets
March 31, 2004 and December 31, 2003
March 31, December 31,
2004 2003
---------- -----------
(Unaudited)
ASSETS
Cash $ 1,000 $ 1,000
------- -------
Total assets $ 1,000 $ 1,000
======= =======
LIABILITIES $ -- $ --
------- -------
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
------- -------
Total shareholder's equity 1,000 1,000
------- -------
Total liabilities and shareholder's equity $ 1,000 $ 1,000
======= =======
See notes to interim financial statements.
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LEUCADIA NATIONAL CORPORATION - ARIZONA
Statements of Cash Flow
For the three month periods ended March 31, 2004 and 2003
(Unaudited)
2004 2003
---- ----
Net cash flows from financing activities:
Reduction of subscription receivable $ 0 $ 1,000
------- -------
Net cash provided by financing activities 0 1,000
------- -------
Cash at January 1, 1,000 0
------- -------
Cash at March 31, $ 1,000 $ 1,000
======= =======
See notes to interim financial statements.
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LEUCADIA NATIONAL CORPORATION - ARIZONA
Notes to Interim Financial Statements
1. The unaudited interim financial statements, which reflect all adjustments
(consisting only of normal recurring items) that management believes
necessary to present fairly results of interim operations, should be read
in conjunction with the Notes to Financial Statements included in the
Company's audited financial statements for the year ended December 31,
2003, which are included in the Company's Annual Report filed on Form 10-K
for such year. The consolidated balance sheet at December 31, 2003 was
extracted from the audited annual financial statements and does not include
all disclosures required by generally accepted accounting principles for
annual financial statements. The Company has not had any operating results
for the period from inception through March 31, 2004.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Interim Operations.
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 its parent's, Leucadia National
Corporation, proposed reorganization from New York to Bermuda. It has no
operations and conducts no business.
Item 4. Controls and Procedures.
(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 March 31, 2004. 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 March 31, 2004.
(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 March 31,
2004, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
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PART III - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits.
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.
b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements 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
May 3, 2004 By: /s/ Joseph A. Orlando
-------------------------------
Joseph A. Orlando
Chairman of the Board
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EXHIBIT INDEX
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.
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