Loews Corp - Current report filing (8-K)
02 April 2008 - 1:35AM
Edgar (US Regulatory)
UNITED
STATES
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:
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April
1, 2008
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(Date
of earliest event reported):
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April
1, 2008
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(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
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incorporation
or organization)
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File
Number)
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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)
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Registrant’s
telephone number, including area code:
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(212)
521-2000
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NOT
APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ x ]
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Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April 1, 2008, Loews Corporation
(“Loews”) furnished its Annual Report for the year ended December 31, 2007 on
Form ARS (the “Annual Report”) to the Securities and Exchange Commission (the
“Commission”). The following excerpts from the Annual Report are
incorporated into this Current Report on Form 8-K (the terms “we”, “us” and
“our” refer to Loews, and “Lorillard” refers to Lorillard, Inc.):
“In
December 2007, our Board of Directors approved plans for a tax-free spin-off of
Lorillard to holders of Loews common stock and Carolina Group stock. Upon
completion of this separation, which is subject to various conditions,
Lorillard, now a wholly owned Loews subsidiary, will become a separate publicly
traded company.
We
created Carolina Group tracking stock in 2002 to highlight the value of our
tobacco business. The tracking stock structure has been beneficial for holders
of both Carolina Group stock and Loews common stock. Because of significant
changes now taking place in the U.S. tobacco market, we believe the separation
will benefit both companies. The separation will allow the management teams of
Lorillard and Loews to focus their efforts and deploy their capital based on
each company’s unique strategic priorities. The transaction is also expected to
improve the long-term financial strength and risk profile of Loews.
Holders
of Loews common stock who wish to invest directly in Lorillard can elect to
participate in our planned exchange offer, the terms of which we expect to
announce during the second quarter. Participants will receive Lorillard common
shares in exchange for their shares of Loews common stock at a to be determined
ratio. Holders of Carolina Group stock will receive one share of Lorillard
common stock in exchange for each share they hold and will benefit from the
elimination of any tracking stock discount that might have existed for Carolina
Group stock.”
…
“In
December 2007, we announced that our Board of Directors had approved a plan to
dispose of our entire ownership interest in Lorillard, Inc. to holders of
Carolina Group stock and Loews common stock in a tax-free transaction. When the
separation is completed, probably in mid-2008, Lorillard will be an independent
public company, and Carolina Group will cease to exist.
The
transaction will be accomplished through the following integrated
steps:
● We will
redeem all of the outstanding Carolina Group stock in exchange for shares of
Lorillard common stock. The Lorillard shares distributed in the redemption of
the Carolina Group stock will constitute approximately 62 percent of Lorillard’s
outstanding common stock, which is the percentage of the economic interest in
the Carolina Group represented by outstanding Carolina Group stock.
● We will
distribute our remaining 38 percent ownership of Lorillard’s outstanding common
stock through an exchange offer for shares of Loews common stock, if we
determine that market conditions are acceptable for an exchange. If we determine
not to effect the exchange offer or if the exchange offer is not fully
subscribed, the remaining shares of Lorillard will be distributed as a pro rata
dividend to the holders of Loews common stock.
The
consummation of the transaction is conditioned on, among other things, our
receipt of a favorable ruling from the Internal Revenue Service and an opinion
of counsel as to the tax-free nature of the separation; the effectiveness of the
registration statement filed with the Securities and Exchange Commission by
Lorillard with respect to our distribution of shares of Lorillard common stock;
final approval by our Board of Directors; the absence of any material changes or
developments; and market conditions.”
This
report is neither an offer to purchase nor a solicitation of an offer to sell
securities. Loews’s exchange offer for the outstanding shares of its common
stock, which has been registered with the Commission pursuant to Registration
Statement No. 333-149051, has not commenced. At the time the contemplated
exchange offer commences, Loews will file an exchange offer statement on
Schedule TO with the Commission. Investors and stockholders of Loews
are strongly advised to read the exchange offer statement (including the offer
to purchase, letter of transmittal and other offer documents) because they will
contain important information. When available, the offer to purchase, the
related letter of transmittal and certain other offer documents will be made
available to all stockholders of Loews at no expense to them. These documents
will also be available at no charge at the Commission’s website at
www.sec.gov
.
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
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(Registrant)
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Dated: April
1, 2008
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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Senior
Vice President
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General
Counsel and
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Secretary
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