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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, 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 No X
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
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The number of shares of the registrant's common stock outstanding as of May
5, 2003 was 1,000.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LEUCADIA NATIONAL CORPORATION - ARIZONA
Balance Sheets
March 31, 2003 and December 31, 2002
March 31, December 31,
2003 2002
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(Unaudited)
ASSETS
Cash $ 1,000 $ --
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Total assets $ 1,000 $ --
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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 $ --
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See notes to interim financial statements.
2
LEUCADIA NATIONAL CORPORATION - ARIZONA
Statement of Cash Flows
For the three month period ended March 31, 2003
(Unaudited)
Net cash flows from financing activities:
Reduction of subscription receivable $ 1,000
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Net cash provided by financing activities 1,000
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Cash at January 1, 0
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Cash at March 31, $ 1,000
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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 Balance Sheet included in the Company's
audited financial statements for the year ended December 31, 2002, which
are included in the Company's Annual Report filed on Form 10-K for such
year. The consolidated balance sheet at December 31, 2002 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, 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.
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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) Based on their evaluation as of a date within 90 days of the filing date of
this quarterly report on Form 10-Q, the Company's chief executive officer
and chief financial officer have 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.
(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.
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PART III - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits.
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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.
b) Reports on Form 8-K.
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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 5, 2003 By: /s/ Joseph A. Orlando
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Joseph A. Orlando
Chairman of the Board
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CERTIFICATIONS
I, Joseph A. Orlando, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Leucadia National
Corporation-Arizona;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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
quarterly 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: May 5, 2003
/s/ Joseph A. Orlando
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Joseph A. Orlando
President
(Principal Executive Officer)
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CERTIFICATIONS
I, Joseph A. Orlando, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Leucadia National
Corporation-Arizona;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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
quarterly 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: May 5, 2003
/s/ Joseph A. Orlando
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Joseph A. Orlando
Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
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.
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