AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 13-2646102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
667 MADISON AVENUE
NEW YORK, NEW YORK 10021-8087
(212) 521-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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BARRY HIRSCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
667 MADISON AVENUE
NEW YORK, NEW YORK 10021-8087
(212) 521-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
ELLIOTT V. STEIN, ESQ. MARC S. ROSENBERG, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ CRAVATH, SWAINE & MOORE
51 WEST 52ND STREET WORLDWIDE PLAZA
NEW YORK, NEW YORK 10019 825 EIGHTH AVENUE
(212) 403-1000 NEW YORK, NEW YORK 10019-7472
(212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
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] 333-73138
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE(2)
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Carolina Group stock, par value $.01 per share.............. $119,945,000 $11,035
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(1) Estimated pursuant to Rule 457(o) solely for purposes of calculating the
registration fee.
(2) 35,966,250 shares were registered under registration statement no.
333-73138. A filing fee of $243,437 was previously paid with such earlier
registration statement.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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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. 333-73138) filed by Loews Corporation with the Securities and Exchange
Commission on November 9, 2001, as amended, which was declared effective by the
Commission on January 31, 2002, including the exhibits thereto, are incorporated
herein by reference.
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, as to the
legality of the securities being registered.
23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in
opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1* Power of Attorney.
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* Incorporated by reference to Exhibit 24.1 to Registration Statement on Form
S-3 (File number 333-73138).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 February 1, 2002.
LOEWS CORPORATION
By: /s/ PETER W. KEEGAN
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Peter W. Keegan
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 1, 2002.
SIGNATURE TITLE
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* Director, President, Chief Executive
- ----------------------------------------------------- Officer, Member of the Office of the
James S. Tisch President (Principal Executive Officer)
* Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer and
Peter W. Keegan Principal Accounting Officer)
* Controller
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Guy A. Kwan
* Director
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John Brademas
* Director
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Paul J. Fribourg
* Director
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Bernard Myerson
* Director
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Edward J. Noha
* Director
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Michael F. Price
* Director
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Gloria R. Scott
* Director, Chairman of the Executive
- ----------------------------------------------------- Committee, Member of the Office of the
Andrew H. Tisch President
II-2
SIGNATURE TITLE
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* Director, Member of the Office of the
- ----------------------------------------------------- President
Jonathan M. Tisch
* Director, Co-Chairman of the Board
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Laurence A. Tisch
* Director, Co-Chairman of the Board
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Preston R. Tisch
* Director
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Fred Wilpon
*By: /s/ GARY W. GARSON
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Gary W. Garson
Vice President
and Assistant Secretary
II-3
EXHIBIT INDEX
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, as to the
legality of the securities being registered.
23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in
opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1* Power of Attorney.
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* Incorporated by reference to Exhibit 24.1 to Registration Statement on Form
S-3 (File number 333-73138).
II-4
EXHIBIT 5.1
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[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
February 1, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Loews Corporation, Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel for Loews Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 4,283,750
shares of Carolina Group common stock, par value $0.01 per share (the "Carolina
Group tracking stock"), under the Securities Act of 1933, as amended (the
"Securities Act"), on Form S-3 filed with the Securities and Exchange Commission
on February 1, 2002 pursuant to Rule 462(b) under the Securities Act (and as it
may be further amended, the "Registration Statement").
As counsel, we have examined the Registration Statement and such other
documents, records and other matters as we have deemed necessary or appropriate
in order to give the opinions set forth herein.
In giving the opinions contained herein, we have relied upon
representations of officers of the Company and certificates of public officials
with respect to the accuracy of the material factual matters addressed by such
representations and certificates. We have assumed the genuineness of all
signatures or instruments submitted to us, and the conformity of certified
copies submitted to us with the original documents to which such certified
copies relate.
We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the Delaware General Corporation Law and the laws of the State of
New York.
Based upon and subject to the foregoing, it is our opinion that:
1. the Company is a duly organized and validly existing corporation
under the laws of the State of Delaware;
2. the issuance of the Carolina Group tracking stock has been duly
authorized by appropriate corporate action of the Company; and
3. when the Carolina Group tracking stock has been issued and delivered
pursuant to a sale in the manner described in the Registration
Statement, such Carolina Group tracking stock will be validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is a part of
the Registration Statement. In giving such consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ WACHTELL, LIPTON, ROSEN & KATZ
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 15, 2001 (February
20, 2001 as to the stock split described in Note 1), appearing in the Annual
Report on Form 10-K of Loews Corporation for the year ended December 31, 2000.
We consent to the use in this Registration Statement of Loews Corporation on
Form S-3 of our report dated November 6, 2001 for the Carolina Group, defined
as a set of assets and liabilities, which is intended to reflect the economic
performance of Loews Corporation's ownership interest in its wholly-owned
subsidiary Lorillard, Inc. and certain other liabilities, appearing in the
Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the headings "Summary Historical
Financial Data", "Selected Historical Combined Financial Data of the Carolina
Group" and "Experts" in such Prospectus.
New York, New York
January 29, 2002
