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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 (Date of earliest event reported): October 17, 2001
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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 jurisdiction (Commission (IRS Employer
of Incorporation) 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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Item 5. Other Events
On October 17, 2001, Registrant issued a press release stating that it has
filed a preliminary proxy statement with the Securities and Exchange
Commission to obtain shareholder approval to create Carolina Group tracking
stock intended to reflect the economic performance of Lorillard, Inc., its
wholly owned subsidiary. A copy of the press release is attached as Exhibit
99.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Press Release issued by Loews Corporation, dated
October 17, 2001.
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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Dated: October 17, 2001 By: /s/ Barry Hirsch
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Barry Hirsch,
Senior Vice President,
General Counsel and
Secretary
Exhibit 99
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
FOR IMMEDIATE RELEASE
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LOEWS CORPORATION FILES PRELIMINARY PROXY STATEMENT TO
CREATE CAROLINA GROUP TRACKING STOCK INTENDED TO REFLECT THE
ECONOMIC PERFORMANCE OF ITS LORILLARD, INC. SUBSIDIARY
NEW YORK, October 17, 2001 - Loews Corporation (NYSE:LTR) reported today
that it had filed with the Securities and Exchange Commission a preliminary
proxy statement to obtain shareholder approval for an amendment of the
Company's Certificate of Incorporation to create a new class of common stock,
commonly called tracking stock, intended to reflect the economic performance
of a defined group of assets and liabilities which would be called the
Carolina Group. The principal asset to be attributed to the Carolina Group
would be the Company's stock in its wholly-owned subsidiary Lorillard, Inc.
Lorillard, Inc.'s principal subsidiary, Lorillard Tobacco Company, is
engaged in the production and sale of cigarettes in the United States.
Lorillard Tobacco Company's largest selling brand, Newport, is the leading
menthol brand and the second largest brand in the overall United States
market. Kent, True, Maverick and Old Gold are other brands owned by Lorillard
Tobacco Company.
The filing of the preliminary proxy was authorized by the Company's Board of
Directors as the first step in the Company's plan to publicly offer and sell
shares intended to reflect a minority portion of the economic performance of
the Carolina Group.
(more)
The Company stated that the plan is intended to increase market awareness of
the performance and value of the Carolina Group's principal asset, Lorillard,
Inc.
Loews Common Stock would continue to represent the performance of the
remaining subsidiaries and assets of the Company, including that portion of
the economic performance of the Carolina Group which would not be represented
by outstanding shares of Carolina Group stock. The Company plans to conduct an
underwritten offer and sale of shares of Carolina Group stock after the
charter amendment is approved by its shareholders.
The Company cautions, however, that based upon prevailing market conditions
and other factors, it may determine not to proceed with obtaining shareholder
approval or, if shareholder approval is obtained, not to create the Carolina
Group or commence a public offering of Carolina Group stock.
The creation of the Carolina Group and the anticipated issuance of Carolina
Group stock would not change the Company's ownership of its wholly-owned
subsidiary, Lorillard, Inc. or Lorillard, Inc.'s status as a separate legal
entity.
Statements in this press release that 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" and similar expressions. Such statements are
inherently subject to a variety of risks and uncertainties that could cause
actual results to differ materially from those projected. A discussion of the
risk factors that could impact these areas and the Company's overall business
and financial performance can be found in the Company's reports filed with the
Securities and Exchange Commission. Given these concerns, investors and
analysts should not place undue reliance on forward-looking statements. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement to reflect any
change in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any forward-looking statement is
based.
This press release does not constitute an offer for sale of any securities.
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