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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INTERNATIONAL ASSETS HOLDING CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of class of securities)
459028 10 6
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(CUSIP number)
JOSEPH A. ORLANDO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
WITH A COPY TO:
ANDREA A. BERNSTEIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
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(Name, address and telephone number of person
authorized to receive notices and communications)
MARCH 2, 2004
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(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.
(Continued on following pages)
(Page 1 of 29 pages)
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NY2:\1374773\02\TGS502!.DOC\76830.0001
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CUSIP No. 459028 10 6 13D
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1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: 869,565 *
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 869,565*
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 869,565*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.5%**
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14 TYPE OF REPORTING PERSON: CO
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* Consists of shares acquirable upon conversion of 7% Convertible
Subordinated Notes due 2014 owned by the Reporting Person.
** Assuming conversion of all 7% Convertible Subordinated Notes due 2014 owned
by the Reporting Person.
2
Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock, $0.01 par
value per share (the "Common Stock"), of International Assets Holding
Corporation., a Delaware corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 220 East Central Parkway, Suite
2060, Altamonte Springs, Florida 32701.
Item 2. Identity and Background.
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This Statement is being filed by Leucadia National Corporation
("Leucadia").
(a)-(c) Leucadia is a New York corporation with its principal office
at 315 Park Avenue South, New York, New York 10010. Leucadia is a diversified
holding company engaged in a variety of businesses, including
telecommunications, banking and lending, manufacturing, real estate activities,
winery operations, development of a copper mine and property and casualty
reinsurance. Approximately 26.0% of the common shares of Leucadia outstanding at
March 1, 2004 (including shares issuable pursuant to currently exercisable
warrants) is beneficially owned (directly and through family members) by Ian M.
Cumming, Chairman of the Board of Directors of Leucadia, and Joseph S.
Steinberg, a director and President of Leucadia (excluding an additional 1.6% of
the common shares of Leucadia beneficially owned by trusts for the benefit of
Mr. Steinberg's children, as to which Mr. Steinberg disclaims beneficial
ownership). A private charitable foundation established by Mr. Cumming
beneficially owns less than one percent of the outstanding common shares of
Leucadia. Mr. Cumming disclaims beneficial ownership of the common shares of
Leucadia held by his private charitable foundations. Mr. Cumming and Mr.
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
Leucadia.
The following information with respect to each executive officer and
director of Leucadia is set forth in Schedule A hereto: (i) name, (ii) business
address, (iii) citizenship, (iv) present principal occupation or employment and
(v) name of any corporation or other organization in which such employment is
conducted.
Additional information is included in the response to Item 3 of this
Schedule 13D, which Item is incorporated herein by reference.
(d)-(f) During the last five years, Leucadia has not and, to its
knowledge, none of the other persons identified pursuant to Paragraphs (a)
through (c) of this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws. To the knowledge of Leucadia, each of the individuals
identified pursuant to Paragraphs (a) through (c) of this Item 2 is a United
States citizen.
3
Item 3. Source and Amount of Funds or Other Consideration.
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On March 2, 2004, pursuant to a subscription agreement between the
Issuer and Leucadia (the "Subscription Agreement"), Leucadia purchased
$5,000,0000 principal amount of 7% Convertible Subordinated Notes due 2014 (the
"Notes") of the Issuer. Leucadia acquired the Notes using its working capital.
Item 4. Purpose of the Transaction.
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Leucadia has acquired the securities of the Issuer for investment
purposes. Leucadia may acquire additional securities of the Issuer or dispose of
securities of the Issuer at any time and from time to time in the open market or
otherwise.
Although the foregoing represents the range of activities presently
contemplated by Leucadia with respect to the Issuer, it should be noted that the
possible activities of Leucadia are subject to change at any time.
Except as set forth above, Leucadia has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of March 2, 2004, Leucadia beneficially owned 869,565 shares
of Common Stock acquirable upon conversion of $5,000,000 aggregate principal
amount of Notes owned by Leucadia, representing approximately 15.5% of the
outstanding shares of Common Stock that would be outstanding based on the
4,750,552 shares of Common Stock outstanding as of December 15, 2003, as
reported by the Issuer in its Quarterly Report on Form 10-QSB for the period
ended December 31, 2003 and assuming the conversion of all Notes owned by
Leucadia and assuming no other Notes are converted.
By virtue of their ownership of Leucadia common shares and their
positions as Chairman of the Board, and President and a director, respectively,
of Leucadia, for purposes of this Schedule 13D, Mr. Cumming and Mr. Steinberg
may be deemed to share voting and dispositive powers with respect to the shares
of Common Stock beneficially owned by Leucadia and therefore may be deemed to be
beneficial owners of all of the shares of Common Stock beneficially owned by
Leucadia.
As of March 2, 2004, a private charitable foundation qualified under
Section 501(c)(3) of the Internal Revenue Code established by Mr. Steinberg
owned 173,400 shares of Common Stock, representing approximately 3.7% of the
outstanding shares of Common Stock, based solely on the 4,750,552 shares of
Common Stock outstanding as of December 15, 2003, as reported by the Issuer in
its Quarterly Report on Form 10-QSB for the period ended December 31, 2003 and
assuming no Notes are converted. Mr. Steinberg disclaims beneficial ownership of
the shares of Common Stock held by his private charitable foundation.
4
Except as set forth in this Item 5(a), to the best knowledge of
Leucadia, none of the other persons identified pursuant to Item 2 above
beneficially owns any shares of Common Stock.
(b) Item 5(a) is incorporated herein by reference.
(c) Except as otherwise described herein, none of the persons
identified pursuant to Item 2 above has effected any transactions in Common
Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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On March 2, 2004, Leucadia purchased $5,000,000 aggregate principal
amount of Notes in a private offering. Following shareholder approval at the
Issuer's annual meeting of shareholders on March 26, 2004, the Notes will be
convertible, in whole or from time to time in part, into shares of Common Stock,
at the option of the holder, at a conversion price of $5.75 per share, subject
to adjustment under certain circumstances.
Pursuant to the Subscription Agreement, Leucadia is entitled to the
benefits of a Registration Rights Agreement, dated as of January 22, 2004, by
and among the Issuer and the holders of the Notes, under which the Issuer agreed
to provide the holders of the Notes with demand and incidental registration
rights, subject to certain limitations, with respect to "registrable
securities," which includes the shares of Common Stock issued upon conversion of
the Notes issued to Leucadia in the private offering.
Copies of the Subscription Agreement and the Registration Rights
Agreement are filed as an exhibit hereto and are incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
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1. Subscription Agreement, dated March 1, 2004, between the Issuer
and Leucadia.
2. Form of Registration Rights Agreement, dated January 22, 2004, by
and among the Issuer and the holders of the Notes.
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: March 12, 2004
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President and Chief Financial
Officer
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SCHEDULE A
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Directors and Executive Officers of Leucadia
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Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Leucadia. To the knowledge
of Leucadia , each person listed below is a United States citizen.
Directorships Principal Occupation or
Name and Business Address and Offices Employment
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Ian M. Cumming Director and Chairman of the Chairman of the Board of Leucadia
c/o Leucadia National Corporation Board
529 E. South Temple
Salt Lake City, Utah 84102
Joseph S. Steinberg Director and President President of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Paul M. Dougan Director President and Chief Executive
c/o Equity Oil Company Officer of Equity Oil Company (a
10 West 300 South company engaged in oil and gas
Salt Lake City, Utah 84102 exploration and production having
an office in Salt Lake City, Utah)
Lawrence D. Glaubinger Director Private Investor; President of
c/o Lawrence Economic Lawrence Economic Consulting
Consulting, Inc. Inc., (a management consulting
P.O. Box 3567 firm)
Hallandale Beach, FL 33008
James E. Jordan Director Managing Director of Arnhold and
c/o Arnhold and S. Bleichroeder Advisors, Inc. S. Bleichroeder Advisors, Inc. (a
1345 Avenue of the Americas company engaged in asset
New York, N.Y. 10105 management services)
Jesse Clyde Nichols, III Director Retired Investor
4945 Glendale Road
Westwood Hills, KS 66205
7
Directorships Principal Occupation or
Name and Business Address and Offices Employment
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Thomas E. Mara Executive Vice President and Executive Vice President and
c/o Leucadia National Corporation Treasurer Treasurer of Leucadia
315 Park Avenue South
New York, NY 10010
Joseph A. Orlando Vice President and Chief Vice President and Chief
c/o Leucadia National Corporation Financial Officer Financial Officer of Leucadia
315 Park Avenue South
New York, NY 10010
Philip M. Cannella Asst. Vice President Asst. Vice President of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Barbara L. Lowenthal Vice President and Comptroller Vice President and Comptroller of
c/o Leucadia National Corporation Leucadia
315 Park Avenue South
New York, NY 10010
H. E. Scruggs Vice President Vice President of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Laura E. Ulbrandt Secretary Secretary of Leucadia
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
8
EXHIBIT INDEX
1 Subscription Agreement, dated March 1, 2004, between the Issuer and
Leucadia.
2 Form of Registration Rights Agreement, dated January 22, 2004, by
and among the Issuer and the holders of the Notes.
9