SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 14)

Leucadia National Corporation

(Name of Issuer)

Common Shares, $1 par value

 

527288 5 10 4

(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)

September 29, 2009

(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 8 pages)

 

 

 

 

CUSP No. 527288 5 10 4

13D

 

 

1

NAME OF REPORTING PERSON:

Ian M. Cumming

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x

(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:

 

United States

NUMBER OF

SHARES

7

SOLE VOTING POWER:

24,667,393*

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER:

216,000

EACH

REPORTING

9

SOLE DISPOSITIVE POWER:

24,667,393*

PERSON WITH

 

10

SHARED DISPOSITIVE POWER:

216,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

24,883,393*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

See Item 5.

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):      10.1%*

 

 

14

TYPE OF REPORTING PERSON:

 

IN

 

* Includes 1,600,000 shares of Common Stock issuable upon exercise of currently exercisable warrants.

 

 

2

 

 

CUSIP No. 527288 5 10 4

13D

 

 

1

NAME OF REPORTING PERSON:

Joseph S. Steinberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x

(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:

 

United States

NUMBER OF

SHARES

7

SOLE VOTING POWER:

27,138,351*

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER:

139,200

EACH

REPORTING

9

SOLE DISPOSITIVE POWER:

27,138,351*

PERSON WITH

 

10

SHARED DISPOSITIVE POWER:

139,200

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

27,277,551*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

See Item 5.

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.1%*

 

 

14

TYPE OF REPORTING PERSON:

 

IN

 

* Includes 1,600,000 shares of Common Stock issuable upon exercise of currently exercisable warrants.

 

 

3

 

This Statement constitutes Amendment No. 14 to the Statement on Schedule 13D, as previously amended (the “Schedule 13D”), filed with the Securities and Exchange Commission, by Ian M. Cumming and Joseph S. Steinberg with respect to the Common Shares, par value $1 per share (the “Common Shares”), of Leucadia National Corporation (the “Company”). Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

(a)-(b)  As of September 31, 2009, Ian M. Cumming and Joseph S. Steinberg beneficially owned the following Common Shares:

Ian M. Cumming is the beneficial owner of 24,667,393 Common Shares (including 1,600,000 Common Shares issuable upon exercise of currently exercisable warrants to purchase Common Shares).  The 24,667,393 Common Shares represent approximately 10% of the 244,730,170 Common Shares outstanding as of September 30, 2009, together with the 1,600,000 additional Common Shares issuable upon exercise of the warrants which are deemed to be outstanding with respect to Mr. Cumming.  Mr. Cumming has sole dispositive power over such Common Shares.  Mr. Cumming may also be deemed to be the beneficial owner of an additional 216,000 Common Shares (less than .1%) beneficially owned by his wife.  The foregoing does not include: (i) an aggregate of 308,210 Common Shares (approximately .1%) that are beneficially owned by a private charitable foundation, of which Mr. Cumming is a trustee and President and as to which Mr. Cumming disclaims beneficial ownership, and (ii) an aggregate of 101,666 Common Shares (less than .1%) that are beneficially owned by a nonprofit corporation, of which Mr. Cumming is a director and President and as to which Mr. Cumming disclaims beneficial ownership.  In July 2009, Mr. Cumming’s wife resigned as the trustee for two trusts for the benefit of Mr. Cumming’s adult children.  As a result, any shares held by those trusts are no longer deemed to be beneficially owned by Mr. Cumming and are no longer included in Mr. Cumming’s beneficial ownership of Common Shares.  Additionally, Mr. Cumming has pledged 7,000,000 Common Shares that he beneficially owns as collateral for a line of credit with JP Morgan Chase Bank entered into in the normal course of his business activities.

Joseph S. Steinberg is the beneficial owner of 27,138,351 Common Shares (including 1,600,000 Common Shares issuable upon exercise of currently exercisable warrants to purchase Common Shares). The 27,138,351 Common Shares represent approximately 11% of the 244,730,170 Common Shares outstanding as of September 30, 2009, together with the 1,600,000 additional Common Shares issuable upon exercise of the warrants which are deemed to be outstanding with respect to Mr. Cumming. Mr. Steinberg has sole dispositive power over such Common Shares. Mr. Steinberg may also be deemed to be the beneficial owner of an additional 139,200 Common Shares (less than .1%) beneficially owned by his wife and daughter.

Messrs. Cumming and Steinberg have an oral agreement pursuant to which they will consult with each other as to the election of a mutually acceptable Board of Directors of the

 

4

 

Company. Each of Mr. Cumming and Mr. Steinberg may, in the future, from time to time, acquire or dispose of additional Common Shares in private transactions, open market transactions or otherwise. Except as discussed in this Amendment No. 14, neither Mr. Cumming nor Mr. Steinberg has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(c)       The following table sets forth all transactions with respect to the Common Shares effected by Messrs. Cumming and Steinberg during the sixty (60) days preceding the date hereof (all sales reflected below were made in open market transactions).

Reporting Person

Date

Transaction

Number of Common Shares

Weighted Average Price Per Share (Excluding Commissions)

Joseph S. Steinberg

9/28/2009

Sale

46,610

$25.0002(1)

Joseph S. Steinberg

9/29/2009

Sale

603,390

$25.0092(2)

Joseph S. Steinberg

9/30/2009

Sale

240,000

$25.0193(3)

(1) Reflects weighted average per share price of separately priced transactions at a range of $25.00-$25.01. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

(2) Reflects weighted average per share price of separately priced transactions at a range of $24.65-$25.37. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

(3) Reflects weighted average per share price of separately priced transactions at a range of $24.58-$25.12. Upon the request of the Commission, full information regarding the number of shares purchased at each separate price will be provided.

 

 

(d)

Not applicable.

 

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end thereof:

The last sentences of the first paragraph of Item 5(a)-(b) hereof is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

EXHIBIT 1

Power of Attorney of Joseph S. Steinberg.

 

 

 

5

 

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: October 1, 2009

 

 

By: 

 /s/ Ian M. Cumming

 

Ian M. Cumming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

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: October 1, 2009

 

 

By:

/s/ Joseph A. Orlando, Attorney-in-Fact for Joseph S. Steinberg

 

Joseph A. Orlando, Attorney-in-Fact for Joseph S. Steinberg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

EXHIBIT INDEX

 

Exhibit No.

 

 

1

Power of Attorney of Joseph S. Steinberg.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8