SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
the
Securities Act of 1933
Loews
Corporation
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
13-2646102
|
||
|
(State
or Other Jurisdiction
|
(I.R.S.
Employer Identification No.)
|
||
|
of
Incorporation or Organization)
|
|||
|
667
Madison Avenue
|
||
|
New
York, New York
|
10021-8087
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Loews
Corporation 2000 Stock Option Plan
(Full
Title of the Plan)
Gary
W. Garson
Senior
Vice President, Secretary and General Counsel
Loews
Corporation
667
Madison Avenue
New
York, New York 10021-8087
(Name
and
Address of Agent for Service)
(212)
521-2000
(Telephone
Number, Including Area Code, of Agent for Service)
________________________
|
CALCULATION
OF REGISTRATION FEE
|
||||
|
Proposed
|
Proposed
|
|||
|
Maximum
|
Maximum
|
|||
|
Title
of Securities to be
|
Amount
to be
|
Offering
Price
|
Aggregate
|
Amount
of
|
|
Registered
|
Registered*
|
Per
Share**
|
Offering
Price**
|
Registration
Fee
|
|
Common
Stock, par
|
||||
|
value
$1.00 per share . . .
|
2,000,000
|
$97.57
|
$195,140,000
|
$22,967.98
|
*
Pursuant to Rule 416, this registration statement shall cover any additional
securities to be offered or issued resulting from stock splits, stock dividends
or any similar such transaction.
**
Pursuant to Rule 457(h)(1), computed on the basis of the average of the high
and
low prices per share of the Common Stock on November 15, 2005.
The
purpose of this Registration Statement is to register additional shares for
issuance under the Registrant's 2000 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-33616,
are incorporated herein by reference.
Item
5. Interests of Named Experts and Counsel.
Gary
W.
Garson, Senior Vice President, Secretary and General Counsel of the Registrant,
holds options to purchase shares of Common Stock pursuant to the Loews
Corporation 2000 Stock Option Plan. Mr. Garson has provided the opinion attached
hereto as exhibit 5.1 regarding the legality of the securities being registered
pursuant to this registration statement.
2
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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, New York, on November 17,
2005.
|
LOEWS
CORPORATION
|
|||
|
/s/
Gary W. Garson
|
|||
|
By:
|
|||
|
Gary
W. Garson
|
|||
|
Senior
Vice President, Secretary and
|
|||
|
General
Counsel
|
|||
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
on November 17, 2005.
|
Title
|
|||||
|
/s/
James S. Tisch
|
|||||
|
President,
Chief Executive Officer, Office of the
|
|||||
|
James
S. Tisch
|
President
and Director
|
||||
|
/s/
Peter W. Keegan
|
|||||
|
Senior
Vice President and Chief Financial Officer
|
|||||
|
Peter
W. Keegan
|
(Principal
Financial and Accounting Officer)
|
||||
|
/s/
Andrew H. Tisch
|
|||||
|
Chairman
of the Executive Committee, Office of the
|
|||||
|
Andrew
H. Tisch
|
President
and Director
|
||||
|
/s/
Jonathan M. Tisch
|
|||||
|
Office
of the President and Director
|
|||||
|
Jonathan
M. Tisch
|
|||||
|
/s/
Joseph L. Bower
|
|||||
|
Director
|
|||||
|
Joseph
L. Bower
|
|||||
|
/s/
John Brademas
|
|||||
|
Director
|
|||||
|
John
Brademas
|
|||||
3
|
/s/
Charles M. Diker
|
|||
|
Director
|
|||
|
Charles
M. Diker
|
|||
|
/s/
Paul J. Fribourg
|
|||
|
Director
|
|||
|
Paul
J. Fribourg
|
|||
|
/s/
Walter L. Harris
|
|||
|
Director
|
|||
|
Walter
L. Harris
|
|||
|
/s/
Philip A. Laskawy
|
|||
|
Director
|
|||
|
Philip
A. Laskawy
|
|||
|
/s/
Gloria R. Scott
|
|||
|
Director
|
|||
|
Gloria
R. Scott
|
|||
4
|
EXHIBIT
INDEX
|
||||
|
Exhibit
|
||||
|
Number
|
Description
of Exhibit
|
|||
|
4.1
|
Loews
Corporation 2000 Stock Option Plan (1)
|
|||
|
5.1
|
Opinion
of Gary W. Garson, Esq.
|
|||
|
23.1
|
Consent
of Gary W. Garson, Esq. (included in Exhibit 5.1)
|
|||
|
23.2
|
Consent
of Deloitte & Touche LLP
|
|||
|
(1)
Incorporated by reference to Exhibit A to the Company’s Proxy Statement on
Schedule 14A filed with the Commission on March 25,
2005.
|
EXHIBIT
5.1
LOEWS
CORPORATION
667
Madison Avenue
New
York,
New York 10021-8087
November
17, 2005
Loews
Corporation
667
Madison Avenue
New
York,
New York 10021-8087
Ladies
and Gentlemen:
I
am
providing this opinion as General Counsel of Loews Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of its Common Stock,
$1.00 par value (the "Shares"), to be offered pursuant to the Loews Corporation
2000 Stock Option Plan (the "Plan"). In connection therewith, I have examined
or
am otherwise familiar with the Company’s Certificate of Incorporation, the
Company’s By-Laws, the Plan, the Company’s Registration Statement on Form S-8
(the "Registration Statement") relating to the Shares, relevant resolutions
of
the Board of Directors of the Company, and such other documents and instruments
as I have deemed necessary for the purposes of this opinion. I hold options
to
purchase Shares under the Plan.
Based
upon the foregoing, I am of the opinion that the Shares are duly authorized
for
issuance and when issued in accordance with the provisions of the Plan will
be
legally issued, fully paid and non-assessable shares of the
Company.
I
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very
truly yours,
Gary
W.
Garson, Esq.
Senior
Vice President,
Secretary
and General Counsel
EXHIBIT
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement of
Loews Corporation on Form S-8 of our report dated February 28, 2005 (May 5,
2005
as to Note 25 which describes the restatement of the previously reported
consolidated financial statements), relating to the consolidated financial
statements and financial statement schedules of Loews Corporation (which report
expressed an unqualified opinion and included an explanatory paragraph relating
to a change in method of accounting for goodwill and other intangible assets
in
2002 to conform to Statement of Financial Accounting Standards No. 142) and
our
report dated February 28, 2005, relating to management’s report on the
effectiveness of internal control over financial reporting, appearing in the
Annual Report on Form 10-K/A of Loews Corporation for the year ended December
31, 2004.
|
Deloitte
& Touche LLP
|
|
New
York, New York
|
|
November
16, 2005
|