EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY AND CONSENT
TO BE USED IN CONNECTION WITH
LEUCADIA CAPITAL TRUST I
OFFER TO EXCHANGE ITS
8.65% CAPITAL TRUST PASS-THROUGH SECURITIESSM (TRUPSSM)
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
8.65% CAPITAL TRUST PASS-THROUGH SECURITIESSM (TRUPSSM)
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
LEUCADIA CAPITAL TRUST I
AND
CONSENT SOLICITATION
TO A PROPOSED AMENDMENT
TO THE REGISTRATION RIGHTS AGREEMENT
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THE EXCHANGE OFFER, THE CONSENT SOLICITATION AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ___________ __, 1997
UNLESS THE OFFER IS EXTENDED. REVOCATION RIGHTS
FOR CONSENTS WILL EXPIRE AT THE TIME AND DATE ON
WHICH THE REQUISITE CONSENTS TO THE PROPOSED
AMENDMENT ARE RECEIVED.
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As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery, or one substantially equivalent to this form, must be used
to accept the Exchange Offer (as defined below) and consent to the Proposed
Amendment (as defined below) if (i) certificates for the Trust's (as defined
below) 8.65% Capital Trust Pass-through SecuritiesSM (TRUPSSM) (the "Old Capital
Securities") are not immediately available, (ii) the Old Capital Securities, the
Letter of Transmittal and all other required documents cannot be delivered to
The Chase Manhattan Bank (the "Exchange Agent") on or prior to the Expiration
Date (as defined in the Prospectus referred to below) or (iii) the procedures
for delivery by book-entry transfer cannot be completed on or prior to the
Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent on or prior to the Expiration Date. See "The Exchange Offer --
Procedures for Tendering Old Capital Securities" in the Prospectus.
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THE CHASE MANHATTAN BANK, EXCHANGE AGENT
BY MAIL, HAND OR OVERNIGHT DELIVERY:
The Chase Manhattan Bank
55 Water Street
Room 234
New York, New York 10016
Attn: Lewis Padilla
FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 638-7375
(212) 344-9367
CONFIRM BY TELEPHONE:
Lewis Padilla:
(212) 638-0458
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Leucadia Capital Trust I, a Delaware
statutory business trust (the "Trust"), and Leucadia National Corporation, a New
York corporation, as Sponsor, upon the terms and subject to the conditions set
forth in the Prospectus and Consent Solicitation dated _______________, 1997 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
and the related Letter of Transmittal (which together constitute the "Exchange
Offer"), receipt of which is hereby acknowledged, the aggregate liquidation
amount of Old Capital Securities set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering Old Capital Securities."
The undersigned further, with respect to the Old Capital Securities set
forth below, consents to the adoption of the Proposed Amendment.
Aggregate Liquidation Name of Registered Holder:
-----------------
Amount Tendered: __________________
Certificate Nos. Address:
(if available): ____________________ -----------------------------------
Area Code and Telephone Number:
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The undersigned understands that tenders of Old Capital Securities will be
accepted only in liquidation amounts of $100,000 and integral multiples of
$1,000 in excess thereof.
The undersigned understands that tenders of Old Capital Securities also
will constitute a consent to the Proposed Amendment with respect to all such
tendered Old Capital Securities.
If Old Capital Securities will be tendered by book-entry transfer, provide the
following information:
Signature:
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DTC Account Number:
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Date: , 1997
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at its address set forth above, either the Old Capital
Securities tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Capital Securities to the Exchange Agent's
account at The Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any other required
documents within three New York Stock Exchange trading days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letters of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof) and the
Old Capital Securities tendered hereby (or a book-entry confirmation) to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
Name of Firm
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(Authorized Signature)
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Title:
Address
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(Include Zip Code)
Area Code and Telephone Number
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Date
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NOTE: DO NOT SEND OLD CAPITAL SECURITIES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF OLD CAPITAL SECURITIES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL (OR AN AGENT'S MESSAGES IN LIEU THEREOF)
AND ANY OTHER REQUIRED DOCUMENTS.
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