As filed with the Securities and Exchange Commission on March 8, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Loews Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2646102
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
667 Madison Avenue
New York, New York 10021-8087
(Address of Principal Executive Offices) (Zip Code)
Carolina Group 2002 Stock Option Plan
(Full Title of the Plan)
Barry Hirsch
Senior Vice President, Secretary and General Counsel
Loews Corporation
667 Madison Avenue
New York, New York 10021-8087
(Name and Address of Agent for Service)
(212) 521-2000
(Telephone Number, Including Area Code, of Agent for Service)
----------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered* Per Share** Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------
Carolina Group Stock, par
value $0.01 per share 1,500,000 $29.32 $43,980,000 $4,047
- ------------------------------------------------------------------------------------------------
* Pursuant to Rule 416, this registration statement shall cover any
additional securities to be offered or issued resulting from stock splits,
stock dividends or any similar such transaction.
** Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low prices per share of the Carolina Group stock on March 6, 2002.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Loews
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), File No. 1-6541, are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
(b) The Company's Current Report on Form 8-K dated January 4, 2002;
(c) The Company's Current Report on Form 8-K dated January 25, 2002;
(d) The description of Carolina Group Stock contained in the
Company's Registration Statement on Form 8-A dated January 28,
2002.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated herein by reference and shall be deemed a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Barry Hirsch, Senior Vice President, Secretary and General Counsel of
the Company holds options to purchase shares of Loews common stock, par value
$1.00 per share. Loews common stock is another class of common stock of the
Company. Mr. Hirsch has provided the opinion attached hereto as exhibit 5.1
regarding the legality of the securities being registered pursuant to this
registration statement.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware General Corporation
Law which provides for indemnification of directors and officers in certain
circumstances.
Article 8, Section 8.1 of the Company's By-Laws provides as follows:
"The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
by reason of the fact that he is or was a director or an officer of the
Corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent and in
the manner set forth in and permitted by the [Delaware] General Corporation
Law, and any other applicable law, as from time to time in effect. Such right
of indemnification shall not be deemed exclusive of any other rights to which
such director or officers may be entitled apart from the foregoing provisions.
The foregoing provisions of this Section 8.1 shall be deemed to be a contract
between the Corporation and each director and officer who serves in such
capacity at any time while this Article 8 and the relevant provisions, of the
[Delaware] General Corporation Law and other applicable law, if any, are in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing, with respect to any state of facts then or
theretofore existing, or any action, suit or proceeding theretofore, or
thereafter brought or threatened based in whole or in part upon any such state
of facts."
The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
See also the undertakings set out in response to Item 9 herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the
-2-
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post- effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, state of New
York, on this 8th day of March 2002.
LOEWS CORPORATION
By:/s/ Peter W. Keegan
--------------------------
Peter W. Keegan
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on March 8, 2002.
Title
-----
/s/ James S. Tisch Director, President, Chief
- --------------------------- Executive Officer, Member of the
James S. Tisch Office of the President
(Principal Executive Officer)
/s/ Peter W. Keegan Senior Vice President and Chief
- --------------------------- Financial Officer (Principal
Peter W. Keegan Financial Officer and Accounting
Officer)
/s/ Guy A. Kwan Controller
- ---------------------------
Guy A. Kwan
Director
- ---------------------------
Joseph L. Bower
/s/ John Brademas Director
- ---------------------------
John Brademas
/s/ Paul J. Fribourg Director
- ---------------------------
Paul J. Fribourg
Director
- ---------------------------
Bernard Myerson
Director
- ---------------------------
Edward J. Noha
-4-
/s/ Michael F. Price Director
- ---------------------------
Michael F. Price
/s/ Gloria R. Scott Director
- ---------------------------
Gloria R. Scott
/s/ Andrew H. Tisch Director, Chairman of the Executive
- --------------------------- Committee, Member of the Office of
Andrew H. Tisch the President
/s/ Jonathan M. Tisch Director, Member of the Office of the
- --------------------------- President
Jonathan M. Tisch
/s/ Laurence A. Tisch Director, Co-Chairman of the Board
- ---------------------------
Laurence A. Tisch
/s/ Preston R. Tisch Director, Co-Chairman of the Board
- ---------------------------
Preston R. Tisch
Director
- ---------------------------
Fred Wilpon
-5-
EXHIBIT INDEX
Exhibit Description of Exhibits
Number -----------------------
- -------
4.1 Carolina Group 2002 Stock Option Plan, incorporated herein by
reference to Exhibit 10.29 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 (File No. 1-6541).
4.2 Restated Certificate of Incorporation of the Registrant, dated
October 20, 1987, incorporated herein by reference to Exhibit 3.01
to Registrant's Report on Form 10-K for the fiscal year ended
December 31, 2001 (File No. 1-6541).
4.3 Certificate of Amendment of Certificate of Incorporation of
Registrant, dated May 16, 1996, incorporated herein by reference to
Exhibit 3.02 to Registrant's report on Form 10-K for the fiscal
year ended December 31, 2001 (File No. 1-6541).
4.3 Certificate of Amendment of Certificate of Incorporation of
Registrant, dated May 8, 2001 incorporated herein by reference to
Exhibit 3.03 to Registrant's report on Form 10-K for the fiscal
year ended December 31, 2001 (File No. 1-6541).
4.5 Certificate of Amendment of Certificate of Incorporation of
Registrant, dated January 30, 2002, incorporated herein by
reference to Exhibit 3.04 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 (File
No. 1-6541).
4.6 By-Laws of the Registrant, as amended through February 20, 2001,
incorporated herein by reference to Exhibit 3.02 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (File No. 1-6541).
5.1 Opinion of Barry Hirsch, Esq.
23.1 Consent of Barry Hirsch, Esq. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
Exhibit 5.1
LOEWS CORPORATION
667 Madison Avenue
New York, New York 10021-8087
March 8, 2002
Loews Corporation
667 Madison Avenue
New York, New York 10021-8087
Ladies and Gentlemen:
I am providing this opinion as General Counsel of Loews Corporation, a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 1,500,000 shares of its
Carolina Group stock, $0.01 par value (the "Shares"), to be offered pursuant
to the Carolina Group 2002 Stock Option Plan (the "Plan"). In connection
therewith, I have examined or am otherwise familiar with the Company's
Certificate of Incorporation, the Company's By-Laws, the Plan, the Company's
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Shares, relevant resolutions of the Board of Directors of the Company, and
such other documents and instruments as I have deemed necessary for the
purposes of this opinion. I hold options to purchase share of Loews common
stock, par value $1.00 per share. Loews common stock is another class of
common stock of the Company.
Based upon the foregoing, I am of the opinion that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of
the Plan will be legally issued, fully paid and non-assessable shares of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Barry Hirsch
Barry Hirsch, Esq.
Senior Vice President,
Secretary and General Counsel
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Loews Corporation on Form S-8 of our report dated February 14, 2002, appearing
in the Annual Report on Form 10-K of Loews Corporation for the year ended
December 31, 2001.
DELOITTE & TOUCHE LLP
New York, New York
March 5, 2002
