SEC Filing | Loews Corporation

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)

667 MADISON AVENUE
NEW YORK, NEW YORK 10021-8087
(212) 545-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

GENERAL COUNSEL
LOEWS CORPORATION
667 MADISON AVENUE
NEW YORK, NEW YORK 10021-8087
(212) 545-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications to:

SETH A. KAPLAN, ESQ. JAMES B. CARLSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ MAYER, BROWN & PLATT
51 WEST 52ND STREET 1675 BROADWAY
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10019
(212) 403-1000 (212) 506-2500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
[ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [x] 333-22113
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1)(2) FEE

Debt Securities(4)(7)..... (3) (3) (3) (3)
Preferred Stock, par value
$.10 per share(5)(7)...... (3) (3) (3) (3)
Common Stock, par value
$1.00 per share(6)(7)..... (3) (3) (3) (3)

Total:................. $150,000,000(8) 100% $150,000,000(7) $45,455

(footnotes on next page)

This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.

(footnotes from previous page)

(1) The proposed maximum per unit and aggregate offering prices per
class of security will be determined from time to time by the
Registrant in connection with the issuance by the Registrant of the
securities registered hereunder.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended
(the "Securities Act").
(3) Not required to be included in accordance with General Instruction
II.D. of Form S-3 under the Securities Act.
(4) Subject to note (8) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold,
from time to time, by the Registrant. If any Debt Securities are
issued at an original issue discount, then the offering price shall
be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $150,000,000 less the dollar
amount of any securities previously issued hereunder.
(5) Subject to note (8) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as
may be sold from time to time.
(6) Subject to note (8) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of the Company as may
be sold from time to time.
(7) Subject to note (8) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities, and an indetermi-
nate number of shares of Preferred Stock and Common Stock of the
Company, as shall be issuable upon conversion or redemption of Debt
Securities, Preferred Stock or Common Stock of the Company, as the
case may be, registered hereunder.
(8) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this Registration
Statement exceed $150,000,000 or the equivalent thereof in one or
more foreign currencies, foreign currency units, or composite
currencies. The securities registered hereunder may be sold
separately or as units with other securities registered hereunder.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant
to Rule 462(b) and General Instruction IV of Form S-3, both as
promulgated under the Securities Act of 1933, as amended. The
contents of the Registration Statement on Form S-3 (File No.
333-22113) filed by Loews Corporation with the Securities and
Exchange Commission on February 20, 1997, which was declared
effective by the Commission on February 28, 1997, are
incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, Loews Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 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 the 16th day of September, 1997.

LOEWS CORPORATION

By /s/ Peter W. Keegan
-----------------------
Peter W. Keegan
Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
name appears below constitutes and appoints Barry Hirsch,
Peter W. Keegan and Gary W. Garson and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission and other regulatory
authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully to all interests and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This Power of
Attorney may be signed in one or more counterparts.

Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in their respective capacities on the 16th
day of September, 1997.

SIGNATURE CAPACITY

/s/ Laurence A. Tisch Co-Chairman of the Board and Co-
-------------------------- Chief Executive Officer
Laurence A. Tisch (Principal Executive Officer)

/s/ Peter W. Keegan Senior Vice President and Chief
-------------------------- Financial Officer
Peter W. Keegan (Principal Financial Officer and
Principal Accounting Officer)

/s/ Guy A. Kwan Controller
--------------------------
Guy A. Kwan

Director
--------------------------
Charles B. Benenson

Director
--------------------------
John Brademas

/s/ Dennis H. Chookaszian Director
--------------------------
Dennis H. Chookaszian

/s/ Bernard Myerson Director
--------------------------
Bernard Myerson

Director
--------------------------
Edward J. Noha

Director
--------------------------
Gloria R. Scott

/s/ Andrew H. Tisch Director
--------------------------
Andrew H. Tisch

/s/ James S. Tisch Director
--------------------------
James S. Tisch

/s/ Jonathan M. Tisch Director
--------------------------
Jonathan M. Tisch

/s/ Preston R. Tisch Director
--------------------------
Preston R. Tisch

EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3

EXHIBIT NO. EXHIBIT

* 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.
* 24.1 Power of Attorney (included on signature page).

----------------------
* Filed herewith.


 
                                                                     EXHIBIT 5.1


                                     LOEWS
                                  CORPORATION
                              667 Madison Avenue
                          New York, N.Y.  10021-8087



                                                              September 16, 1997
                                                                                


Loews Corporation
667 Madison Avenue
New York, New York  10021-8087

Gentlemen:

          I am providing this opinion as General Counsel of Loews Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing on the date hereof of a registration statement on Form S-3 (the 
"Registration Statement") with the Securities and Exchange Commission (the 
"Commission") under the Securities Act of 1933, as amended (the "Act"), 
pursuant to Rule 462(b) under the Act, relating to the proposed issuance and 
sale by the Company from time to time of the following securities, having an 
aggregate maximum offering price not to exceed $150,000,000:  (i) shares of 
the Company's common stock, par value $1.00 per share (the "Common Stock"); 
(ii) shares of the Company's preferred stock, par value $0.10 per share (the
"Preferred Stock"), in one or more series to be designated; (iii) senior debt
securities (the "Senior Debt Securities") proposed to be issued under the
Indenture, dated as of March 1, 1986 (the "Senior Debt Indenture"), as
supplemented by a first supplemental indenture, dated as of March 30, 1993 
(the "First Senior Debt Indenture Supplement"), and by a second supplemental
indenture (the "Second Senior Debt Indenture Supplement"), dated as of 
February 18, 1997, between the Company and The Chase Manhattan Bank, as 
Trustee (the "Trustee"); and (iv) subordinated debt securities (the 
"Subordinated Debt Securities") proposed to be issued under the Indenture, 
dated as of December 1, 1985 (the "Subordinated Debt Indenture"), as 
supplemented by a first supplemental indenture, dated as of February 18, 
1997 (the "First Subordinated Debt Indenture Supplement"), and by a second 
supplemental indenture (the "Second Subordinated Debt Indenture Supplement"),
dated as of February 18, 1997, between the Company and the Trustee.  Each of 
the Senior Debt Indenture and the Subordinated Debt Indenture are sometimes 
referred to herein as an "Indenture"; each of the First Senior Debt Indenture
Supplement, the First Subordinated Debt Indenture Supplement, the Second 
Senior Debt Indenture Supplement and the Second Subordinated Debt Indenture 
Supplement are sometimes referred to herein as a "Supplement"; and references
to an Indenture, the Senior Debt Indenture or the Subordinated Debt Indenture
shall mean references to such indenture as supplemented by each Supplement 
thereto.

 
Loews Corporation
September 16, 1997
Page 2


          In connection with the foregoing, I have examined the Company's
Restated Certificate of Incorporation and By-laws, certain resolutions of the
Company's Board of Directors and/or Executive Committee, the Registration
Statement, the Indentures and the Supplements, in each case as of the date
hereof.  In addition, I have examined such other corporate records, agreements,
certificates and other instruments as I have deemed relevant and necessary for
the purpose of the opinions expressed herein and have made such other
investigation as I have deemed appropriate.  In such examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals and the conformity to the original documents of all documents
submitted to me as copies.  As to any facts material to my opinion I have, when
the relevant facts were not independently established, relied upon the aforesaid
documents.  In giving this opinion, I have assumed that each Indenture and each
Supplement has been duly executed and delivered by, and constitutes the valid
and binding obligation of, the Trustee.

          I am a member of the Bar of the State of New York and do not express
any opinion as to any matters governed by any laws other than the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States of America.

          Based upon and subject to the foregoing, I am of the opinion that:

          1.  The Senior Debt Indenture and each Supplement thereto have been
duly authorized, executed and delivered by the Company and when (i) any Senior
Debt Securities shall have been duly authorized in the manner required by the
Senior Debt Indenture, (ii) the terms of such Senior Debt Securities shall have
been duly established in the manner required by the Senior Debt Indenture, (iii)
certificates for such Senior Debt Securities shall have been duly executed,
issued and authenticated as provided in the Senior Debt Indenture and delivered
in accordance with the Company's instructions and (iv) the Company shall have
received the purchase price of, and any other consideration due for, such
Senior Debt Securities, such Senior Debt Securities will constitute valid and
binding obligations of the Company in accordance with their terms (subject, as
to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and subject to general principles of
equity).

          2.  The Subordinated Debt Indenture and each Supplement thereto have
each been duly authorized, executed and delivered by the Company and when (i)
any Subordinated Debt Securities shall have been duly authorized in the manner
required by the Subordinated Debt Indenture, (ii) the terms of such Subordinated
Debt Securities shall have been duly established in the manner required by the
Subordinated Debt Indenture, (iii) certificates for such Subordinated Debt
Securities shall have been duly executed, issued and authenticated as provided
in the Subordinated Debt Indenture and delivered in accordance with the
Company's instructions and (iv) the Company shall have received the purchase
price of, and any other consideration due for, such Subordinated Debt
Securities, such Subordinated Debt Securities will constitute valid and binding
obligations of the Company in accordance with their terms (subject, as to the
enforcement of remedies, to applicable bankruptcy,

 
Loews Corporation
September 16, 1997
Page 3

reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally from time to time in effect and subject to general
principles of equity).

          3.  The Preferred Stock has been duly authorized by the Company and
when (i) the Board of Directors of the Company (or its authorized Committee)
shall have adopted resolutions in form and content sufficient under applicable
law, (ii) a Certificate of Designations establishing the terms of any series of
Preferred Stock shall have been duly executed and acknowledged by the Company
and filed and recorded in accordance with the requirements of the Company's
Restated Certificate of Incorporation and By-laws and applicable law, (iii)
certificates for shares of such series of Preferred Stock shall have been duly
executed, issued and delivered and (iv) the Company shall have received the
purchase price of, and any other consideration due for, such shares of Preferred
Stock, such shares of Preferred Stock will constitute duly authorized, validly
issued, fully paid and non-assessable shares of Preferred Stock of the Company
(assuming for purposes of this paragraph that the Company shall have a
sufficient number of authorized and unissued shares).

          4.  The Common Stock has been duly authorized by the Company and when
(i) the Board of Directors of the Company (or its authorized Committee) shall
have adopted resolutions in form and content sufficient under applicable law,
(ii) certificates for shares of such Common Stock shall have been duly executed,
issued and delivered and (iii) the Company shall have received the purchase
price of, and any other consideration due for, such shares of Common Stock, such
shares of Common Stock will constitute duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company (assuming for
purposes of this paragraph that the Company shall have a sufficient number of
authorized and unissued shares).

          This opinion is rendered solely for your benefit in connection with
the above-referenced transaction.

          In addition, I hereby consent to the filing of this opinion by the
Company as an exhibit to the Registration Statement and to the reference to me
and to this opinion in the prospectus or prospectus supplement contained in 
Registration Statement No. 333-22113 (the "Initial Registration Statement"), 
previously filed with the Commission on February 20, 1997 and declared 
effective on February 28, 1997, which Initial Registration Statement is 
incorporated by reference in the Registration Statement. This consent is not 
to be construed as an admission that I am a person whose consent is required 
to be filed with the Registration Statement under the Act.



                                             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-3 of our
         report dated February 12, 1997, appearing in the Annual Report
         on Form 10-K of Loews Corporation for the year ended
         December 31, 1996 and to the reference to us under the heading
         "Experts" in the Prospectus which is part of the Registration
         Statement (No. 333-22113) previously filed with the Securities
         and Exchange Commission on February 20, 1997 and incorporated
         by reference in this Registration Statement.



         DELOITTE & TOUCHE LLP
         New York, New York

         September 15, 1997