View:
==============================================================================
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): January 4, 2002
---------------------
LOEWS CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-2646102
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
667 Madison Avenue, New York, N.Y. 10021-8087
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 521-2000
--------------------
NOT APPLICABLE
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
==============================================================================
Item 5. Other Events
On January 4, 2002, Registrant issued a press release stating that its
shareholders, at a shareholder meeting held on January 4, 2002, approved the
plan to create a tracking stock and an employee stock option plan based on the
tracking stock.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1 -- Press Release dated January 4, 2002.
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
----------------------
Dated: January 4, 2002 By: /s/ Barry Hirsch
----------------------
Barry Hirsch,
Senior Vice President,
General Counsel and
Secretary
Exhibit 99.1
LOEWS CORPORATION Contact: Peter W. Keegan
- ----------------- Senior Vice President
NEWS RELEASE (212) 521-2950
- ------------
Candace Leeds
V.P. of Public Affairs
(212) 521-2416
Joshua E. Kahn
Investor Relations
(212) 521-2788
FOR IMMEDIATE RELEASE
- ---------------------
LOEWS SHAREHOLDERS APPROVE CAROLINA
GROUP TRACKING STOCK
NEW YORK, January 4, 2002 - Loews Corporation (NYSE: LTR) today announced
that its shareholders have approved the Company's plan to create a tracking
stock that is intended to reflect the economic performance of the Carolina
Group, a defined group of assets and liabilities comprised primarily of the
Company's economic interest in its wholly-owned subsidiary, Lorillard, Inc.
The shareholders also approved an employee stock option plan based on the
tracking stock.
Lorillard, Inc.'s principal subsidiary, Lorillard Tobacco Company, is
engaged in the production and sale of cigarettes in the United States under
the Newport, Kent, True, Maverick and Old Gold brands.
The creation of 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. 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.
Salomon Smith Barney and Morgan Stanley & Co., Inc. will be acting as
joint bookrunning managing underwriters for the proposed offering. A copy of
the preliminary prospectus may be obtained when available from Salomon Smith
Barney, Brooklyn Army Terminal, 140 58th Street, 5th Floor, Brooklyn, New York
11220 (tel: 718-765-6732) or from Morgan Stanley, Prospectus Mail Room, 1585
Broadway, New York, New York 10036 (tel: 212-761-4000).
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
(cont'd.)
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.
# # #