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:
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November
9, 2005
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(Date
of earliest event reported):
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November
9, 2005
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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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1
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Item
7.01
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Regulation
FD Disclosure.
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On
November 9, 2005, the Registrant’s subsidiary, Boardwalk Pipeline Partners, LP,
issued a press release announcing that it had priced its initial public offering
of its common limited partnership units. The press release is furnished as
Exhibit 99.1 to this Form 8-K.
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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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Exhibit
Reference
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Number
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Exhibit
Description
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99.1
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Boardwalk
Pipeline Partners, LP press release, issued November 9, 2005, announcing
that it had priced its initial public offering of its common limited
partnership units.
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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: November
9, 2005
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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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2
Exhibit
99.1
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FOR
IMMEDIATE RELEASE
BOARDWALK
PIPELINE PARTNERS, LP ANNOUNCES
PRICING
OF INITIAL PUBLIC OFFERING
Owensboro,
KY, November 9, 2005—
Boardwalk Pipeline Partners, LP (NYSE: BWP), a subsidiary of Loews Corporation
(NYSE: LTR), announced today that it has priced its initial public offering
of
15 million of its common units at $19.50 per unit.
Boardwalk
Pipeline Partners, LP anticipates that the common units will begin trading
today
on The New York Stock Exchange under the symbol "BWP." The initial public
offering is being led by Citigroup and Lehman Brothers, as joint book-running
managers. Goldman, Sachs & Co., Merrill Lynch & Co., Morgan Stanley, UBS
Investment Bank, Wachovia Securities, A.G. Edwards, Deutsche Bank Securities,
KeyBanc Capital Markets, Raymond James and RBC Capital Markets acted as
co-managers.
Boardwalk
Pipeline Partners, LP has granted the underwriters a 30-day option to purchase
up to an additional 2.25 million common units at the same price to cover
over-allotments, if any. The 15 million common units offered to the public
will
represent approximately 14.5 percent of the outstanding equity of Boardwalk
Pipeline Partners, LP, or approximately 16.3 percent if the underwriters
exercise in full their over-allotment option. A subsidiary of Loews will
continue to own the remaining 85.5 percent equity interests in Boardwalk
Pipeline Partners, LP, or 83.7 percent if the underwriters exercise in full
their over-allotment option. A subsidiary of Loews is the general partner of
Boardwalk Pipeline Partners, LP.
Boardwalk
Pipeline Partners, LP is engaged, through its indirect subsidiaries - Texas
Gas
Transmission, LLC and Gulf South Pipeline Company, LP - in
the
interstate transportation, gathering and storage of natural gas.
This
press release shall not constitute an offer to sell nor the solicitation of
an
offer to buy any securities. Any offer will be made only by means of a written
prospectus meeting the requirements of Section 10 of the Securities Act of
1933.
A copy of the final prospectus relating to the offering may be obtained, when
available, from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140
58th
Street, 8th floor, Brooklyn, New York, 11220, Attention: Prospectus Department;
phone: 718-765-6732; or Lehman Brothers Inc., c/o ADP Financial Services,
Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, New York
11717; fax: 631-254-7268.
Statements
contained in this press release that are not historical facts are
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements, including statements regarding the completion of
the
proposed initial public offering and any of
the
terms
thereof, are inherently uncertain and subject to a variety of risks that could
cause actual results to differ materially from those expected by management
of
Boardwalk Pipeline Partners, LP.
Contact:
Tonya
M.
Howard
Investor
Relations
(270)
686-3620
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