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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: March 11, 2004
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(Date of earliest event reported): March 11, 2004
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LOEWS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of Incorporation)
1-6541 13-2646102
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(Commission (IRS Employer
File Number Identification No.)
667 Madison Avenue, New York, N.Y. 10021-8087
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (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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Page 1 of 2
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Description
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99.1 Loews Corporation press release, issued March 11, 2004.
Item 9. Regulation FD Disclosure
On March 11, 2004, Loews Corporation issued a press release announcing that
it will redeem its 7.625% notes on April 12, 2004, and that it has completed a
$300 million notes offering. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K.
The information in this Report (including the exhibit) is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Report shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such
filing.
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.
LOEWS CORPORATION
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(Registrant)
Dated: March 11, 2004 By: /s/ Gary W. Garson
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Gary W. Garson
Senior Vice President
General Counsel and Secretary
Page 2 of 2
Exhibit 99.1
Contact: Peter W. Keegan
Senior Vice President
(212) 521-2950
Joshua E. Kahn
Investor Relations
(212) 521-2788
Candace Leeds
V. P. of Public Affairs
(212) 521-2416
FOR IMMEDIATE RELEASE
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LOEWS CORPORATION ANNOUNCES
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REDEMPTION OF ITS 7-5/8% SENIOR NOTES DUE 2023
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ANNOUNCES COMPLETION OF $300 MILLION NOTES OFFERING
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NEW YORK, March 11, 2004 - Loews Corporation (NYSE: LTR) announced today
that on April 12, 2004 it will redeem all of its outstanding $300 million
principal amount 7-5/8% Senior Notes due June 1, 2023 (CUSIP Number 540424
AG3) at a redemption price of 103.8125% of the principal amount, plus interest
accrued through that date. On that date, the redemption price will become
payable to the holders of the 7-5/8% notes and the 7-5/8% notes will cease
accruing interest.
Copies of the Notice of Redemption may be obtained from JPMorgan Chase Bank,
the Indenture Trustee and Paying Agent, Corporate Trust Services, 2001 Bryan
Street, 9th Floor, Dallas, Texas 75201, telephone number 800.275.2048.
The Company also announced today that it has completed the previously
announced sale of $300 million principal amount of its new 5-1/4% Senior Notes
due 2016 in a public offering underwritten by Citigroup Global Markets Inc.
and Lehman Brothers Inc. The Company will use the proceeds of approximately
$297,400,000, together with cash on hand, to fund the redemption price of its
7-5/8% notes.
This press release does not constitute an offer to sell or a solicitation of
an offer to buy any securities. A written prospectus relating to the sale of
the Company's 5-1/4% Senior Notes due 2016 may be obtained from sales
representatives of Citigroup Global Markets Inc., Brooklyn Army Terminal, 140
58th Street, Brooklyn, New York 11220, telephone number 718.765.6732 and
Lehman Brothers Inc., Fixed Income Syndicate Desk, 745 Seventh Avenue, 3rd
Floor, New York, New York 10019, telephone number 212.526.9664.
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 consummate the
redemption of the notes and the anticipated use of proceeds of the 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/A for the
year ended December 31, 2003 and other filings with the U.S. Securities and
Exchange Commission.
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