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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) November 20, 2004
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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
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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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Item 1.01 Entry into a Material Definitive Agreement.
On November 20, 2004, TGT Pipeline, LLC ("TGTP"), a wholly-owned subsidiary
of Loews Corporation, entered into a definitive agreement (the "Purchase
Agreement") to purchase (the "Acquisition") all of the limited partnership
interests of Gulf South Pipeline, L.P. ("Gulf South") and all of the limited
liability company interests of GS Pipeline Company, LLC, the sole general
partner of Gulf South, from Entergy-Koch, L.P. for a purchase price of
$1,136,000,000 in cash, subject to adjustment as provided in the Purchase
Agreement (the "Purchase Price"). The registrant has guaranteed the obligation
of TGTP to pay the Purchase Price. The obligations of the parties to close the
Acquisition are subject to normal and customary closing conditions, including
the expiration or termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976. The parties expect to close the
Acquisition no later than three (3) business days after satisfaction of such
conditions.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
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99.1 Loews Corporation press release, issued November
22, 2004, announcing the Purchase Agreement.
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: November 22, 2004 By: /s/ Gary W. Garson
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Gary W. Garson
Senior Vice President
General Counsel and Secretary
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Exhibit 99.1
Contact: Peter W. Keegan
Senior Vice President
(212) 521-2950
Candace Leeds
V. P. of Public Affairs
(212) 521-2416
Joshua E. Kahn
Investor Relations
(212) 521-2788
LOEWS CORPORATION
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NEWS RELEASE
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FOR IMMEDIATE RELEASE
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LOEWS CORPORATION ANNOUNCES AGREEMENT TO PURCHASE
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GULF SOUTH PIPELINE, LP FROM ENTERGY-KOCH, LP FOR $1.136 BILLION
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NEW YORK, November 22, 2004 - Loews Corporation (NYSE:LTR) today
announced that its wholly-owned subsidiary, TGT Pipeline, LLC, has
entered into a definitive agreement to purchase Gulf South Pipeline, LP
from Entergy-Koch, LP for $1.136 billion. Entergy-Koch, LP is a venture
of Entergy Corporation (NYSE: ETR) and privately-owned Koch Energy,
Inc., a subsidiary of Koch Industries, Inc.
The closing of the transaction, which is expected to occur prior to
year-end, is subject to normal and customary conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino antitrust
law.
Gulf South Pipeline owns and operates an 8,000-mile interstate
natural gas pipeline, gathering and storage system located in the U.S.
Gulf Coast. Gulf South is headquartered in Houston with field offices
located in Texas, Louisiana, Mississippi, Alabama and Florida. The Gulf
South pipeline system is comprised of approximately 6,800 miles of
interstate transmission pipeline, 1,200 miles of gathering pipeline and
68.5 billion cubic feet of working gas storage capacity.
James Tisch, Chief Executive Officer of Loews, commented on the
acquisition, "We view Gulf South as a highly attractive pipeline
system, both as a stand-alone business and as a complement to our Texas
Gas Transmission subsidiary. We look forward to bringing Gulf South on
as a new Loews subsidiary and to working with Gulf South's seasoned
management team. We expect the transaction to be accretive to Loews's
earnings per share and to enhance our free cash flow."
The Company intends to finance approximately 50 percent of the
purchase price by issuing debt at the pipeline subsidiary level
following the acquisition of Gulf South.
Conference Call at 11:00 a.m. Today
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Loews will hold a conference call at 11:00 a.m. ET on Monday,
November 22, 2004, to discuss the planned acquisition of Gulf South. A
live broadcast of this conference call will be available online at the
Loews website (www.loews.com). Please go to the website at least 10
minutes before the event begins to register and to download and install
any necessary audio software. Those interested in participating in the
question and answer session of the conference
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call should dial (877) 692-2592. An online replay will be available at
the Company's website for one week following the call.
Loews Corporation, a holding company, is one of the largest
diversified financial corporations in the United States. Its principal
subsidiaries are CNA Financial Corporation, Lorillard, Inc., Diamond
Offshore Drilling, Texas Gas Transmission, Loews Hotels, and Bulova
Corporation. TGT Pipeline, LLC is a wholly-owned subsidiary of Loews
Corporation and is the direct parent of Texas Gas Transmission, LLC.
***
Forward-Looking Statements. Statements in this press release that
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contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 include, but are not limited
to, statements using the words "believes", "expects", "plans",
"intends", "should" and similar expressions, and other statements
concerning the Company's future plans, objectives, and expected
performance. Such statements are inherently subject to a variety of
risks and uncertainties that could cause actual results to differ
materially from those projected. Important risk factors that could
cause actual results to differ include, but are not limited to:
domestic demand for natural gas; Gulf South's reliance on Gulf Coast
and East Texas natural gas supplies; extensive competition from other
pipelines; economic and political changes, such as regulation,
inflation rates, and other external factors over which the Company has
no control; and the outcome of contingencies (including completion of
the acquisition, arranging financing and regulatory approval). A
discussion of the additional risk factors that could impact the
Company's overall business and financial performance can be found in
the Company's reports filed with the Securities and Exchange
Commission. Copies of these reports are available through the Company's
website (www.loews.com). Given these risk factors, investors and
analysts should not place undue reliance on forward-looking statements.
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