Loews Corp - Current report filing (8-K)
07 February 2008 - 3:44AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report:
|
|
February
6, 2008
|
(Date
of earliest event reported):
|
|
February
4, 2008
|
(Exact
name of registrant as specified in its charter)
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Delaware
|
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1-6541
|
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13-2646102
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(State
or other jurisdiction of
|
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(Commission
|
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(I.R.S.
Employer
|
incorporation
or organization)
|
|
File
Number)
|
|
Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10065-8087
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(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(212)
521-2000
|
NOT
APPLICABLE
|
(Former
name or former address, if changed since last report.)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
[ ]
|
Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
7.01
|
Regulation
FD Disclosure
.
|
|
On
February 4, 2008,
Lorillard, Inc. (“Lorillard”), a wholly-owed subsidiary of Loews Corporation
(“Loews”), filed a registration statement on Form S-4 (No. 333-
149051
)
with the Securities and Exchange
Commission registering (a) the distribution of 108,459,891 shares of Lorillard
common stock by Loews to holders of Carolina Group stock, a class of common
stock of Loews, in redemption of all outstanding shares of Carolina Group stock,
and (b) the offer and exchange by Loews of up to 65,445,000 shares of Lorillard
common stock in exchange for outstanding shares of Loews common stock pursuant
to an exchange offer to holders of Loews common stock.
The information under Item 7.01 of this Current Report is being furnished by
Loews and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information under Item 7.01 of this Current
Report shall not be incorporated by reference into any registration statement
or
other document filed by Loews pursuant to the Securities Act of 1933, as
amended.
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 hereunto duly authorized.
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LOEWS
CORPORATION
|
|
(Registrant)
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|
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Dated: February
6,
2008
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By:
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/s/
Gary W. Garson
|
|
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Gary
W. Garson
|
|
|
Senior
Vice President
|
|
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General
Counsel
|
|
|
and
Secretary
|
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