NEW YORK, Mar 22, 2005 (BUSINESS WIRE) -- Loews Corporation (NYSE:LTR) announced today that on
April 21, 2005 it will redeem all of its outstanding $1.15 billion
principal amount 3-1/8% Exchangeable Subordinated Notes due 2007
(CUSIP Number 540424 AL 2) at a redemption price of 100.9375% of the
principal amount, plus interest accrued to that date. On that date,
the redemption price will become payable to the holders of the 3-1/8%
Notes and the 3-1/8% Notes will cease accruing interest.
The 3-1/8% Notes are exchangeable into shares of Common Stock of
Diamond Offshore Drilling, Inc. (NYSE:DO) at an exchange rate of
15.3757 shares per $1,000 principal amount of 3-1/8% Notes (equivalent
to an exchange price of $65.04 per share, without taking into account
the redemption premium or any accrued interest). The right to exchange
will expire at the close of business on April 21, 2005.
The Indenture which governs the 3-1/8% Notes provides that the
Company may make a cash settlement in respect of any 3-1/8% Note
surrendered for exchange by notifying the tendering noteholder of its
intention to do so not more than five trading days after such 3-1/8%
Note is surrendered for exchange. Any such cash settlement will be in
an amount, for each $1,000 principal amount of 3-1/8% Notes delivered
for exchange, equal to the greater of: (A) $1,000; and (B) the product
of (i) the exchange rate described above and (ii) the average closing
price of Diamond Offshore Common Stock on the New York Stock Exchange
over the five trading days commencing two trading days after the
Company delivers the above notice to the tendering noteholder, all as
provided in the Indenture.
The Company stated that it plans to fund the redemption price from
its working capital, although it may determine to offer and sell new
debt securities before or after the redemption is effected to fund a
portion of the redemption price.
JPMorgan Chase Bank, N.A., the Indenture Trustee, is the Paying
Agent for payment of the redemption price and the Exchange Agent for
exchange of 3-1/8% Notes. 3-1/8% Notes may be presented to JPMorgan
Chase Bank, N.A., as Paying Agent or Exchange Agent, at any of the
following addresses:
If by Mail, to: If in Person, to:
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Corporate Trust Services GIS Unit Trust Window
Post Office Box 2320 4 New York Plaza, 1st Floor
Dallas, Texas 75221-2320 New York, New York 10004
If by Courier Service, to:
JPMorgan Chase Bank, N.A.
Corporate Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
Copies of the Notice of Redemption may be obtained from JPMorgan
Chase Bank, N.A., Corporate Trust Services, 2001 Bryan Street, 9th
Floor, Dallas, Texas 75201, telephone number 800.275.2048.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities. This press release
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal securities
laws relating to expectations, plans or prospects for the Company,
including those relating to whether or not the Company will complete
the redemption of its 3-1/8% Exchangeable Subordinated Notes due 2007,
whether the Company will offer debt securities to fund the redemption
and, if so, whether such an offering will be consummated and the
anticipated terms of the securities sold in any such offering. These
statements are based upon the current expectations and beliefs of the
Company's management and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks
and uncertainties include market conditions and other factors beyond
the Company's control and the risk factors and other cautionary
statements discussed in the Company's Form 10-K for the year ended
December 31, 2004 and other filings with the U.S. Securities and
Exchange Commission.
SOURCE: Loews Corporation
Loews Corporation
Senior Vice President
Peter W. Keegan, 212-521-2950
V. P. of Public Affairs
Candace Leeds, 212-521-2416
Investor Relations
Joshua E. Kahn, 212-521-2788