SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HomeFed Corporation
|
(Name of Issuer)
|
Common Stock, $0.01 par value
|
(Title of class of securities)
|
436919104
|
(CUSIP number)
|
Michael J. Sharp
Executive Vice President and General Counsel
LEUCADIA NATIONAL CORPORATION
520 Madison Avenue
New York, New York 10022
|
With a copy to:
|
Andrea A. Bernstein, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
|
(Name, address and telephone number of person
authorized to receive notices and communications)
|
September 23, 2014
|
(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.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.
|
CUSIP No. 436919 10 4
|
13D
|
|||||
1
|
Name of Reporting Person:
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
Leucadia National Corporation
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [_]
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS:
|
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
[_]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
New York
|
||||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
|
9,974,226
|
|||
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER:
|
-0
|
|||
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
9,974,226
|
|||
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER:
|
-0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
9,974,226
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
64.9%
|
||||
14
|
TYPE OF REPORTING PERSON:
|
CO
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Dated: September 24, 2014
|
||||
LEUCADIA NATIONAL CORPORATION | ||||
|
By:
|
/s/ Roland T. Kelly | ||
Name: | Roland T. Kelly | |||
Title: |
Assistant Secretary and
Associate General Counsel
|