UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LOEWS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
540424108
(CUSIP Number of Class of
Securities)
Gary W. Garson, Esq.
Senior Vice
President, Secretary and General Counsel
Loews Corporation
667 Madison Avenue
New York, New York 10065-8087
(212) 521-2000
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
With copies to:
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Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212)
735-3000
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Andrew J. Pitts, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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CALCULATION OF FILING FEE
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Transaction
Valuation
(1)
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Amount of Filing
Fee
(2)
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$4,325,914,500
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$170,008.44
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(1)
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Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(a)(4) under the Securities Exchange Act of 1934. This valuation is based on the maximum aggregate
number of shares of Lorillard, Inc. common stock to be distributed in the Exchange Offer in exchange for shares of Loews Corporation common stock. Since there is currently no trading market for Lorillard Common Stock, the value of the Lorillard,
Inc. common stock is based on the average of the high and low sales prices of Carolina Group Stock, which is believed to be the most appropriate measure of its value for purposes of calculating the filing fee, on the New York Stock Exchange on
May 5, 2008.
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(2)
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Such fee equals 0.0039% of the transaction value.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$208,999.79
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Filing Party:
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Lorillard, Inc.
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Form or Registration No.:
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Form S-4,
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Date Filed:
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February 5, 2008
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Registration No. 333-149051
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any
transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if
the filing is a final amendment reporting the results of the tender offer:
¨
This Tender Offer Statement on Schedule TO (this Schedule TO) is filed by Loews Corporation,
a Delaware corporation (Loews). This Schedule TO relates to the offer by Loews to exchange up to 65,445,000 shares of common stock of Lorillard, Inc., a Delaware corporation (Lorillard), for shares of common stock of Loews
(the Exchange Offer), as described in the final prospectus for such Exchange Offer in the form filed with the Securities and Exchange Commission (the Commission) on May 9, 2008 pursuant to Rule 424 under the Securities Act of
1933 (the Offer to Exchange) included in Registration Statement No. 333-149051 on Form S-4 filed by Lorillard on February 5, 2008 (as amended to date, the Registration Statement). The terms and provisions of the
Exchange Offer are described in the Offer to Exchange and the related Letter of Transmittal (the Letter of Transmittal) and Instruction Booklet (the Instruction Booklet), the forms of which are filed as Exhibits 99.3 and 99.4
to the Registration Statement, respectively. Copies of the Offer to Exchange, the Letter of Transmittal and the Instruction Booklet are filed herewith as Exhibits (a)(1), (a)(2) and (a)(3), respectively. The information set forth in the Offer to
Exchange, the Letter of Transmittal and the Instruction Booklet is incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.
ITEM 1. Summary Term Sheet.
Reference is made to the information set forth in the Offer to
Exchange under the headings Questions and Answers About the Exchange Offer and SummaryThe Exchange Offer, which is incorporated herein by reference.
ITEM 2.
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Subject Company Information.
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(a)
Name and
Address.
Reference is made to the information set forth in the Offer to Exchange under the heading SummaryCorporate Information, which is incorporated herein by reference.
(b)
Securities.
Reference is made to the information set forth in the Offer to Exchange under the heading Comparison of Rights of Holders of
Loews Common Stock and Lorillard Common Stock, which is incorporated herein by reference.
(c)
Trading Market and Price.
Reference is made to the information set forth in the Offer to Exchange under the heading Market Price of and Dividends on Common Equity and Related Matters, which is incorporated herein by reference.
ITEM 3. Identity and Background of Filing Person.
(a)
Name and Address.
The filing person is the subject company. Reference is made to the information set forth in the Offer to Exchange under the heading SummaryCorporate Information, which is incorporated herein by
reference.
ITEM 4. Terms of the Transaction.
(a)
Material Terms.
Reference is made to the information set forth in the Offer to Exchange under the headings Questions and Answers about the Exchange Offer, The Exchange Offer,
The Exchange Offer Accounting Treatment, Certain U.S. Federal Income Tax Consequences and Comparison of Rights of Holders of Loews Common Stock and Lorillard Common Stock, and in the Letter of Transmittal
and the Instruction Booklet, which is incorporated herein by reference.
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(b)
Purchases.
The Exchange Offer is open to all holders of Loews Common Stock who tender their
shares in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of Loews who is holder of shares of Loews Common Stock may participate in the Exchange Offer. Reference is made to the information set
forth in the Offer to Exchange under the heading Transactions Concerning Loews Common Stock, which is incorporated herein by reference.
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.
(e)
Agreements Involving the Subject
Companys Securities
. Reference is made to the information set forth under the headings Director Compensation, Director and Officer Holdings, Summary Compensation Table and 2007 Outstanding Equity
Awards at Fiscal Year-End in Loewss Proxy Statement relating to its Annual Meeting of Shareholders, filed with the Commission on March 31, 2008 (the Proxy Statement), and under the headings Security Ownership of
Certain Beneficial Owners of Lorillard Common Stock, and Relationship Between Lorillard and Loews in the Offer to Exchange, all of which is incorporated herein by reference.
ITEM 6. Purposes of the Transaction and Plans or Proposals.
(a)
Purposes.
Reference is made to the information set forth in the Offer to Exchange under the heading Transaction Background, which is incorporated herein by reference.
(b)
Use of Securities Acquired.
The shares of Loews Common Stock acquired by Loews in the Exchange Offer will be recorded as [acquisition of
treasury stock].
(c)
Plans.
Reference is made to the information set forth in the Offer to Exchange under the headings
SummaryEffects of the Separation on Loews, Managements Discussion and Analysis of Lorillards Financial Condition and Results of OperationsLiquidity ManagementComposition of the Board of
Directors; Classes of Directors and Description of Lorillards Capital StockAnti-Takeover Effects of Provisions of Lorillards Certificate of Incorporation and Bylaws, and of Delaware Law, which is
incorporated herein by reference.
ITEM 7. Source and Amount of Funds or Other Consideration.
(a)
Source of Funds.
Reference is made to the information set forth in the Offer to Exchange under the headings SummaryThe Exchange
Offer and The Exchange Offer, which is incorporated herein by reference.
(b)
Conditions.
Reference is made to the
information set forth in the Offer to Exchange under the headings The Exchange OfferExchange Offer Conditions, which is incorporated herein by reference.
(d)
Borrowed Funds.
Not applicable.
ITEM 8.
Interest in Securities of the Subject Company.
(a)
Securities Ownership.
Reference is made to the sections entitled
Principal Shareholders and Director and Officer Holdings in the Proxy Statement, and to the information set forth in the Offer to Exchange under the heading Security Ownership of Certain Beneficial Owners of Lorillard
Common Stock, all of which is incorporated herein by reference.
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(b)
Securities Transactions.
Reference is made to the information set forth in the Offer to
Exchange under the heading Transactions Concerning Loews Common Stock, which is incorporated herein by reference.
ITEM 9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a)
Solicitations or Recommendations.
Reference is made to the
information set forth in Offer to Exchange under the headings The Exchange OfferFees and Expenses, Management and the back cover of the Exchange Offer, which is incorporated herein by reference.
ITEM 10. Financial Statements.
(a)
Financial
Statements.
The financial statements included as Item 8 in Loewss Annual Report on Form 10-K for the annual period ending December 31, 2007, as well as the financial statements and other financial information included as Part
IItem 1 in Loewss Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, are incorporated herein by reference.
(b)
Pro Forma Information.
Reference is made to the information set forth in the Offer to Exchange under the heading SummaryPro Forma Financial Information of Loews and Loews Corporation
and Subsidiaries Pro Forma Financial Information, which is incorporated herein by reference.
(c)
Summary Information.
Reference is made to the information set forth in the Offer to Exchange under the headings SummaryComparative Per Share Market Price Information, SummaryHistorical Financial Information of Lorillard, and
Where to Find More Information, which is incorporated herein by reference.
ITEM 11. Additional Information.
(a)
Agreements, Regulatory Requirements and Legal Proceedings
.
(a)(1) None.
(a)(2) Reference is made to the information set forth in the Offer to Exchange under the
heading The Exchange OfferExchange Offer Conditions, which is incorporated herein by reference.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b)
Other Material Information.
Reference is made to the information set forth in the Offer to
Exchange, which is incorporated herein by reference.
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ITEM 12. Exhibits.
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Exhibit
Number
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Document
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(a)(1)
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Offer to Exchange/Prospectus (incorporated herein by reference to Registration Statement No. 333-149051).
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(a)(2)
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Form of Letter of Transmittal for the Exchange Offer (incorporated herein by reference to Exhibit 99.3 to Registration Statement No. 333-149051).
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(a)(3)
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Form of Instruction Booklet for the Exchange Offer (incorporated herein by reference to Exhibit 99.4 to Registration Statement No. 333-149051).
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(a)(4)
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Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit 99.5 to Registration Statement No. 333-149051).
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(a)(5)
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Form of Letter to Brokers, Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit 99.6 to Registration Statement No. 333-149051).
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(a)(6)
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Form of Letter to Clients (incorporated herein by reference to Exhibit 99.7 to Registration Statement No. 333-149051).
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(a)(7)
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Form of Letter from James S. Tisch to Stockholders Regarding the Exchange Offer (incorporated herein by reference to Exhibit 99.9 to Registration Statement No. 333-149051).
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(a)(8)
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Press Release of Loews Corporation dated May 9, 2008.
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(e)
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The sections entitled Director Compensation, Director and Officer Holdings, Summary Compensation Table and Outstanding Equity Awards at Year-End
in Loewss Proxy Statement relating to its Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 31, 2008 and incorporated herein by reference.
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(h)
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters (incorporated herein by reference to Exhibit 8.1 to Registration Statement No. 333-149051).
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ITEM 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURES
After due 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.
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LOEWS CORPORATION
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By:
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/s/ Gary W. Garson
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Name:
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Gary W. Garson, Esq.
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Title:
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Senior Vice President, Secretary
and General Counsel
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Date: May 9, 2008
INDEX TO EXHIBITS
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Exhibit
Number
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Document
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(a)(1)
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Offer to Exchange/Prospectus (incorporated herein by reference to Registration Statement No. 333-149051).
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(a)(2)
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Form of Letter of Transmittal for the Exchange Offer (incorporated herein by reference to Exhibit 99.3 to Registration Statement No. 333-149051).
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(a)(3)
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Form of Instruction Booklet for the Exchange Offer (incorporated herein by reference to Exhibit 99.4 to Registration Statement No. 333-149051).
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(a)(4)
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Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit 99.5 to Registration Statement No. 333-149051).
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(a)(5)
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Form of Letter to Brokers, Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit 99.6 to Registration Statement No. 333-149051).
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(a)(6)
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Form of Letter to Clients (incorporated herein by reference to Exhibit 99.7 to Registration Statement No. 333-149051).
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(a)(7)
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Form of Letter from James S. Tisch to Stockholders Regarding the Exchange Offer (incorporated herein by reference to Exhibit 99.9 to Registration Statement No. 333-149051).
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(a)(8)
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Press Release of Loews Corporation dated May 9, 2008.
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(e)
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The sections entitled Director Compensation, Director and Officer Holdings, Summary Compensation Table and Outstanding Equity Awards at Year-End
in Loewss Proxy Statement relating to its Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 31, 2008 and incorporated herein by reference.
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(h)
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters (incorporated herein by reference to Exhibit 8.1 to Registration Statement No. 333-149051).
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