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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 (Date of earliest event reported) September 27, 2004
--------------------------
LOEWS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-2646102
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
--------------------------
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Page 1 of 2
Item 8.01 Other Events.
The registrant has filed as Exhibits 10.1 and 10.2, respectively,
to this Report the form of Loews Corporation Stock Option Certificates for
stock option grants awarded to (i) the registrant's executive officers and
other employees; and (ii) non-employee directors, pursuant to the Loews
Corporation 2000 Stock Option Plan.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Description
---------- -----------
10.1 Form of Stock Option Certificate for grants to
executive officers and other employees pursuant
to the Loews Corporation 2000 Stock Option
Plan.
10.2 Form of Stock Option Certificate for grants to
non-employee directors pursuant to the Loews
Corporation 2000 Stock Option Plan.
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
-----------------------------
(Registrant)
Dated: September 27, 2004 By: /s/ Gary W. Garson
-----------------------------
Gary W. Garson
Senior Vice President
General Counsel and Secretary
Page 2 of 2
Exhibit 10.1
FORM OF
LOEWS CORPORATION
STOCK OPTION CERTIFICATE
------------------------
(for grants to executive officers and other employees)
THIS CERTIFICATE, dated as of , evidences the grant of the
Option set forth below by Loews Corporation, a Delaware corporation (the
"Company") to (the "Participant").
1. Grant of Option.
---------------
Subject to the provisions of this Certificate and the Loews Corporation
2000 Stock Option Plan (the "Plan"), the Company hereby grants to the
Participant as of (the "Grant Date") the right and option (the
"Option") to purchase shares of Stock, at the Exercise Price of
$ per share. The Option shall be a non-qualified option as set forth
in the Plan. Unless earlier terminated pursuant to the terms of this
Certificate, the Option shall expire on the tenth anniversary of the date
hereof. Capitalized terms not defined herein shall have the meanings set
forth in the Plan.
2. Exercisability of the Option.
----------------------------
The Option shall become vested and exercisable with respect to one-
quarter (1/4) of the shares covered thereby on and as to an
additional one-quarter (1/4) of such shares on each of the next three
anniversaries of that date, subject to the prior termination of the Option.
3. Method of Exercise of the Option.
--------------------------------
(a) An Option may be exercised and the underlying shares purchased at any
time after the Option with respect to those shares vests and before the
expiration of the Option Term. To exercise an Option, the Participant shall
give written notice to the Company stating the number of shares with respect
to which the Option is being exercised.
(b) The full Exercise Price for shares of Stock purchased upon the exercise
of any Option shall be paid at the time of such exercise (except that, in the
case of an exercise arrangement approved by the Committee and described in the
last sentence of this paragraph (b), payment may be made as soon as
practicable after the exercise). The Exercise Price shall be payable by
check, or such other instrument as the Committee may accept. The Participant
may elect to pay the Exercise Price upon the exercise of an Option by
irrevocably authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.
4. Option Term.
-----------
Except as otherwise determined by the Committee after the date of this
Certificate, the Option Term shall end on the earliest of (1) the date on
which the Option has been exercised in full, (2) the date on which the
Participant experiences a Termination for Cause or a voluntary Termination,
(3) the one-year anniversary of the date on which the Participant experiences
a Termination due to death or Disability, (4) the three-year anniversary of
the date on which the Participant experiences a Termination due to the
Participant's Retirement, and (5) the 90th day after the Participant
experiences a Termination for any other reason; provided, that in no event may
--------
the Option Term extend beyond . Upon the occurrence of a
Termination of Participant for any reason, the Option Term shall thereupon end
with respect to any portion of the Option that is unvested as of the date of
such Termination and such unvested portion shall be forfeited immediately.
5. Nontransferability of the Option.
--------------------------------
The Option is not transferable except (i) as designated by the
Participant by will or by the laws of descent and distribution or (ii) as
otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to such Participant's immediate family, whether
directly or indirectly or by means of a trust or partnership or otherwise. If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Certificate have not been exercised or delivered, at
the time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Certificate and the
Plan.
6. Taxes and Withholdings.
----------------------
No later than the date of exercise of the Option granted hereunder, the
Participant shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option and the
Company shall, to the extent permitted or required by law, have the right to
deduct from any payment of any kind otherwise due to the Participant, federal,
state and local taxes of any kind required by law to be withheld upon the
exercise of such Option, as provided in Section 3.4 of the Plan.
7. Notices.
-------
All notices and other communications under this Certificate shall be in
writing and shall be given by hand delivery to the other party or by confirmed
fax or overnight courier, or by postage paid first class mail, addressed as
follows:
If to the Participant:
If to the Company:
Loews Corporation
667 Madison Avenue
New York, NY 10021-8087
Attention: Corporate Secretary
Facsimile: (212) 521-2997
or to such other address or facsimile number as any party shall have furnished
to the other in writing in accordance with this Paragraph 7. Notice and
communications shall be effective when actually received by the addressee.
8. Effect of Certificate.
---------------------
Except as otherwise provided hereunder, this Certificate shall be
binding upon and shall inure to the benefit of any successor or successors of
the Company, and to any transferee or successor of the Participant pursuant to
Paragraph 5.
9. Conflicts and Interpretation.
----------------------------
The Option is subject to the provisions of the Plan, which are hereby
incorporated by reference. In the event of any conflict between this
Certificate and the Plan, the Plan shall control. In the event of any
ambiguity in this Certificate, any term which is not defined in this
Certificate, or any matters as to which this Certificate is silent, the Plan
shall govern including, without limitation, the provisions thereof pursuant to
which the Committee has the power, among others, to (i) interpret the Plan,
(ii) prescribe, amend and rescind rules and regulations relating to the Plan
and (iii) make all other determinations deemed necessary or advisable for the
administration of the Plan.
10. Headings.
--------
The headings of paragraphs herein are included solely for convenience
of reference and shall not affect the meaning or interpretation of any of the
provisions of this Certificate.
11. Amendment.
---------
This Certificate may not be modified, amended or waived except by an
instrument in writing signed by the Company. The waiver by either party of
compliance with any provision of this Certificate shall not operate or be
construed as a waiver of any other provision of this Certificate, or of any
subsequent breach by such party of a provision of this Certificate.
IN WITNESS WHEREOF, as of the date first above written, the Company
has caused this Certificate to be executed on its behalf by a duly authorized
officer.
LOEWS CORPORATION
By:
--------------------------------
Exhibit 10.2
FORM OF
LOEWS CORPORATION
STOCK OPTION CERTIFICATE
------------------------
(for grants to non-employee directors)
THIS CERTIFICATE, dated as of , evidences the grant of the
Option set forth below by Loews Corporation, a Delaware corporation (the
"Company") to (the "Participant").
1. Grant of Option.
---------------
Subject to the provisions of this Certificate and the Loews Corporation
2000 Stock Option Plan (the "Plan"), the Company hereby grants to the
Participant as of (the "Grant Date") the right and option (the
"Option") to purchase shares of Stock, at the Exercise Price of
$ per share. The Option shall be a non-qualified option as set forth
in the Plan. Unless earlier terminated pursuant to the terms of this
Certificate, the Option shall expire on the tenth anniversary of the date
hereof. Capitalized terms not defined herein shall have the meanings set
forth in the Plan.
2. Exercisability of the Option.
The Option shall become vested and exercisable as of the Grant Date.
3. Method of Exercise of the Option.
--------------------------------
(a) An Option may be exercised and the underlying shares purchased at any
time after the Option with respect to those shares vests and before the
expiration of the Option Term. To exercise an Option, the Participant shall
give written notice to the Company stating the number of shares with respect
to which the Option is being exercised.
(b) The full Exercise Price for shares of Stock purchased upon the exercise
of any Option shall be paid at the time of such exercise (except that, in the
case of an exercise arrangement approved by the Committee and described in the
last sentence of this paragraph (b), payment may be made as soon as
practicable after the exercise). The Exercise Price shall be payable by
check, or such other instrument as the Committee may accept. The Participant
may elect to pay the Exercise Price upon the exercise of an Option by
irrevocably authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.
4. Option Term.
-----------
Except as otherwise determined by the Committee after the date of this
Certificate, the Option Term shall end on the earliest of (1) the date on
which the Option has been exercised in full, and (2) the date on which the
Participant experiences a Termination for Cause; provided, that in no event
--------
may the Option Term exceed ten (10) years from the Grant Date. Upon the
occurrence of a Termination of Participant for any reason, the Option Term
shall thereupon end with respect to any portion of the Option that is unvested
as of the date of such Termination and such unvested portion shall be
forfeited immediately.
5. Nontransferability of the Option.
--------------------------------
The Option is not transferable except (i) as designated by the
Participant by will or by the laws of descent and distribution or (ii) as
otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to such Participant's immediate family, whether
directly or indirectly or by means of a trust or partnership or otherwise. If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Certificate have not been exercised or delivered, at
the time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Certificate and the
Plan.
6. Taxes and Withholdings.
----------------------
No later than the date of exercise of the Option granted hereunder, the
Participant shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option and the
Company shall, to the extent permitted or required by law, have the right to
deduct from any payment of any kind otherwise due to the Participant, federal,
state and local taxes of any kind required by law to be withheld upon the
exercise of such Option, as provided in Section 3.4 of the Plan.
7. Notices.
-------
All notices and other communications under this Certificate shall be in
writing and shall be given by hand delivery to the other party or by confirmed
fax or overnight courier, or by postage paid first class mail, addressed as
follows:
If to the Participant:
If to the Company:
Loews Corporation
667 Madison Avenue
New York, NY 10021-8087
Attention: Corporate Secretary
Facsimile: (212) 521-2997
or to such other address or facsimile number as any party shall have furnished
to the other in writing in accordance with this Paragraph 7. Notice and
communications shall be effective when actually received by the addressee.
8. Effect of Certificate.
---------------------
Except as otherwise provided hereunder, this Certificate shall be
binding upon and shall inure to the benefit of any successor or successors of
the Company, and to any transferee or successor of the Participant pursuant to
Paragraph 5.
9. Conflicts and Interpretation.
----------------------------
The Option is subject to the provisions of the Plan, which are hereby
incorporated by reference. In the event of any conflict between this
Certificate and the Plan, the Plan shall control. In the event of any
ambiguity in this Certificate, any term which is not defined in this
Certificate, or any matters as to which this Certificate is silent, the Plan
shall govern including, without limitation, the provisions thereof pursuant to
which the Committee has the power, among others, to (i) interpret the Plan,
(ii) prescribe, amend and rescind rules and regulations relating to the Plan
and (iii) make all other determinations deemed necessary or advisable for the
administration of the Plan.
10. Headings.
--------
The headings of paragraphs herein are included solely for convenience
of reference and shall not affect the meaning or interpretation of any of the
provisions of this Certificate.
11. Amendment.
---------
This Certificate may not be modified, amended or waived except by an
instrument in writing signed by the Company. The waiver by either party of
compliance with any provision of this Certificate shall not operate or be
construed as a waiver of any other provision of this Certificate, or of any
subsequent breach by such party of a provision of this Certificate.
IN WITNESS WHEREOF, as of the date first above written, the Company
has caused this Certificate to be executed on its behalf by a duly authorized
officer.
LOEWS CORPORATION
BY:
--------------------------------