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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January
31, 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
1of
2
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Item
8.01
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Other
Events.
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The
registrant has filed as Exhibit 10.1 to this Report the form of Loews
Corporation Award Certificate for stock appreciation right grants awarded to
the
registrant’s executive officers and other employees.
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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
No.
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Description
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10.1
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Form
of Award Certificate for grants of stock appreciation rights to executive
officers and other employees pursuant to the Loews Corporation 2000
Stock
Option Plan.
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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: January
31, 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
10.1
FORM
OF
LOEWS
CORPORATION
AWARD
CERTIFICATE
STOCK
APPRECIATION RIGHT
(for
grants to officers and employees)
THIS
CERTIFICATE, dated as of the ___ day of _______ 200_, evidences the grant of
the
Award set forth below by Loews Corporation, a Delaware corporation (the
“Company”) to (First Name) (Last Name) (the “Participant”).
1.
Grant of
Award.
Subject
to the provisions of this Certificate and the Loews Corporation 2000 Stock
Option Plan, as amended and restated, effective as of January 1, 2005 (the
“Plan”), the Company hereby grants to the Participant as of _____________ 200_
(the “Grant Date”) (Amount)
Stock
Appreciation Rights having an Exercise Price of $____ per Stock Appreciation
Right (such grant being herein called the “Award”). Each Stock Appreciation
Right represents the right to receive an amount, payable in shares of Stock
as
provided in Paragraph 3 below, equal in value to the excess, if any, on the
date
of exercise of the Fair Market Value of a share of Stock over the Exercise
Price
of the Stock Appreciation Right. The Stock Appreciation Rights granted hereby
are Free-Standing Stock Appreciation Rights and are not granted in conjunction
with an Option. Unless earlier terminated pursuant to the terms of this
Certificate, the Award shall expire on the tenth anniversary of the date hereof.
Capitalized terms not defined herein shall have the meanings set forth in the
Plan.
2. Exercisability of
the Award.
The Award shall become vested and exercisable with respect to one-quarter
(1/4) of the Stock Appreciation Rights granted hereby on (Date1) and as to
an
additional one-quarter (1/4) of such shares on each of the next three
anniversaries of that date, subject to the prior termination of the Option.
3. Method
of Exercise of the Award.
(a)
An
Award
may be exercised at any time after the Award with respect to those Stock
Appreciation Rights vests and before the expiration of the Award Term. To
exercise an Award, the Participant shall give written notice to the Company
stating the number of shares with respect to which the Award is being
exercised.
(b)
Upon
the
exercise of a Stock Appreciation Right, the Participant shall be entitled to
receive an amount, equal to the product of (i) the excess of the Fair Market
Value of one share of Stock on the date of exercise over the Exercise Price
of
the applicable Stock Appreciation Right, multiplied by (ii) the number of shares
of Stock in respect of which the Stock Appreciation Right has been exercised.
Except as otherwise determined by the Committee on not less than thirty (30)
days’ prior written notice to the Participant, the payment shall be made in
shares of Stock based upon the Fair Market Value on the date of exercise.
Fractional shares shall be settled by payment in cash based upon the Fair Market
Value on such date.
4. Award
Term.
Except as otherwise determined by the Committee after the date of this Certificate, the Award Term shall end on the earliest of (1) the date on which the Award has been exercised in full, (2) the date on which the Participant experiences a Termination for Cause or a voluntary Termination, (3) the one-year anniversary of the date on which the Participant experiences a Termination due to death or Disability, (4) the three-year anniversary of the date on which the Participant experiences a Termination due to the Participant’s Retirement, and (5) the 90th day after the Participant experiences a Termination for any other reason; provided, that in no event may the Award Term extend beyond ten years from the date on which the Award is granted. Upon the occurrence of a Termination of Participant for any reason, the Award Term shall thereupon end with respect to any portion of the Award that is unvested as of the date of such Termination and such unvested portion shall be forfeited immediately.
5. Nontransferability
of the Award.
The Award is not transferable except (i) as designated by the Participant by
will or by the laws of descent and distribution or (ii) as otherwise expressly
permitted by the Committee including, if so permitted, pursuant to a transfer
to
such Participant’s immediate family, whether directly or indirectly or by means
of a trust or partnership or otherwise. If any rights exercisable by the
Participant or benefits deliverable to the Participant under this Certificate
have not been exercised or delivered, at the time of the Participant’s death,
such rights shall be exercisable by the Designated Beneficiary, and such
benefits shall be delivered to the Designated Beneficiary, in accordance with
the provisions of this Certificate and the Plan.
6. Taxes
and Withholdings.
No later than the date of exercise of the Award granted hereunder, the
Participant shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Award and the Company
shall, to the extent permitted or required by law, have the right to deduct
from
any payment of any kind otherwise due to the Participant, federal, state and
local taxes of any kind required by law to be withheld upon the exercise of
the
Award granted hereunder, as provided in Section 4.4 of the Plan. In this regard
the Participant may elect to pay any tax withholding upon the exercise of an
Award by irrevocably authorizing a third party to sell shares of Stock (or
a
sufficient portion of the shares) acquired upon exercise of the Award and remit
to the Company a sufficient portion of the sale proceeds to pay such tax
withholding.
7.
Notices.
All
notices and other communications under this Certificate shall be in writing
and
shall be given by hand delivery to the other party or overnight courier, or
by postage paid first class mail, addressed as follows:
If to the Participant:
(FirstName1) (LastName1)
(Address1)
(City,)
(State) (PostalCode)
If to the Company:
Loews Corporation
667 Madison Avenue
New York, NY 10021-8087
Attention: Corporate Secretary
Facsimile: (212) 521-2997
or
to
such other address as any party shall have furnished to the other in
writing in accordance with this Paragraph 7. Notice and communications shall
be
effective when actually received by the addressee, if
given
by hand delivery, when deposited with a courier service, if given by overnight
courier, or two (2) business days following mailing, if delivered by first
class
mail.
8. Effect
of Certificate.
Except
as otherwise provided hereunder, this Certificate shall be binding upon and
shall inure to the benefit of any successor or successors of the Company,
and to
any transferee or successor of the Participant pursuant to Paragraph
5.
9. Conflicts
and Interpretation.
The Award is subject to the provisions of the Plan, which are
hereby incorporated by reference. In the event of any conflict between this
Certificate and the Plan, the Plan shall control. In the event of any ambiguity
in this Certificate, any term which is not defined in this Certificate, or
any
matters as to which this Certificate is silent, the Plan shall govern including,
without limitation, the provisions thereof pursuant to which the Committee
has
the power, among others, to (i) interpret the Plan, (ii) prescribe, amend
and
rescind rules and regulations relating to the Plan and (iii) make all other
determinations deemed necessary or advisable for the administration of the
Plan.
10. Headings.
The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the
provisions of this Certificate.
11.
Amendment.
This Certificate may not be modified, amended or waived except by an instrument in writing signed by the Company. The waiver by either party of compliance with any provision of this Certificate shall not operate or be construed as a waiver of any other provision of this Certificate, or of any subsequent breach by such party of a provision of this Certificate.
IN WITNESS WHEREOF, as of the date first above written, the Company has caused
this Certificate to be executed on its behalf by a duly authorized
officer.
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LOEWS
CORPORATION
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By:
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Gary
W. Garson
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Senior
Vice President
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