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
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Date
of report (Date of earliest event reported):
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August
3, 2006
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LOEWS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-6541
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13-2646102
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10021-8087
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(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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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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Page
1 of
2
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Item
8.01
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Other
Events.
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On
August
3, 2006 the registrant’s shareholders approved amendments to the certificate of
incorporation of the registrant (i) increasing the number of shares of its
common stock authorized for issuance from 600 million to 1.8 billion, and (ii)
reducing the par value per share of its common stock from $1.00 to $0.01. The
amendments do not change the number of authorized shares of the registrant’s
Carolina Group stock or preferred stock. A certificate of amendment to the
certificate of incorporation of the registrant reflecting these changes was
filed with the Secretary of State of the State of Delaware on August 3, 2006.
This certificate of amendment is attached hereto as Exhibits 3.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Exhibits:
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.
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Exhibit
No
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Description
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3.1
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Certificate
of Amendment to Certificate of Incorporation of Loews Corporation,
dated
August 3, 2006.
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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.
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LOEWS
CORPORATION
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(Registrant)
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Dated: August
3, 2006
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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Senior
Vice President
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General
Counsel
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and
Secretary
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Page
2 of
2
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
LOEWS
CORPORATION
Under
Section 242 of the General Corporation Law
of
the
State of Delaware
It
is
hereby certified that:
1. The
name of the corporation (hereinafter the “Corporation”) is Loews Corporation.
2. The
certificate of incorporation of the Corporation is hereby amended by striking
out the first paragraph of Article Fourth thereof and by substituting in lieu
of
said paragraph the following new paragraph:
“FOURTH: The
total number of shares of all classes of stock which the Corporation shall
have
authority to issue is 2,500,000,000 shares, consisting of 100,000,000 shares
of
Preferred Stock, par value $.10 per share (“Preferred Stock”), and 2,400,000,000
common shares, of which 1,800,000,000 shall be Loews common stock having a
par
value of $0.01 per share (“Loews common stock”) and 600,000,000 shall be
Carolina Group stock having a par value of $0.01 per share (“Carolina Group
stock”).”
3. The
aforesaid amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, said Loews Corporation has caused this Certificate of Amendment
to be signed by a duly authorized officer this 3rd
day of
August, 2006.
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/s/
Gary W. Garson
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Gary
W. Garson,
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Secretary
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