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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August 6, 2010
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(Date of earliest event reported):
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August 5, 2010
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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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10065-8068
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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The Registrant’s 90% owned subsidiary, CNA Financial Corporation (“CNA”), issued a press release today announcing that it had priced an offering of $500 million principal amount of its 5.875%, ten year senior notes. The offering is expected to close on August 10, 2010, subject to customary closing conditions.
CNA has stated that it intends to use the net proceeds from the offering of approximately $494 million, plus cash on hand, to redeem $500 million, plus accrued and unpaid dividends thereon, of its 2008 Senior Preferred Stock held by the Registrant. The redemption of the 2008 Senior Preferred Stock is subject to CNA’s successful completion of the offering, as well as other customary conditions.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information under Item 7.01 and in Exhibit 99.1 in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 7.01 and in Exhibit 99.1 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
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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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Not applicable.
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(d)
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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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CNA Financial Corporation press release, issued August 5, 2010.
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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 6, 2010
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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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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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CONTACT:
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MEDIA:
Katrina W. Parker, 312/822-5167
Sarah J. Pang, 312/822-6394
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ANALYSTS:
Nancy M. Bufalino, 312/822-7757
Marie Hotza, 312/822-4278
David C. Adams, 312/822-2183
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CNA FINANCIAL PRICES $500 MILLION OFFERING OF SENIOR NOTES
CHICAGO, August 5, 2010 -- CNA Financial Corporation (NYSE: CNA) today announced that it has priced $500 million aggregate principal amount of 5.875% ten-year senior notes in a public offering underwritten by Banc of America Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated. The notes were offered to the public at 99.685% of the principal amount with a yield to maturity of 5.917%. CNA expects the offering to close on August 10, 2010, subject to customary closing conditions.
CNA intends to use all of the net proceeds from the offering, which are estimated to be approximately $494 million, after deducting the underwriting discounts and commissions and estimated offering expenses, together with cash on hand, to redeem $500 million, plus accrued and unpaid dividends thereon, of CNA’s outstanding 2008 Senior Preferred Stock held by Loews Corporation, the owner of approximately 90% of CNA’s common stock. The redemption of the 2008 Senior Preferred Stock is subject to CNA’s successful completion of this offering, as well as other customary closing conditions.
The offering is being made solely by means of a prospectus supplement and the accompanying base prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities. An electronic copy of the final prospectus supplement and accompanying base prospectus will be available at the Securities and Exchange Commission’s website at www.sec.gov. In addition, a copy of the final prospectus supplement and accompanying base prospectus relating to this offering may also be obtained, when available, from:
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Banc of America Securities LLC, c/o Prospectus Department, 100 West 33rd Street, 3rd Floor, New York, New York 10001 or by telephone at (800) 294-1322;
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Barclays Capital Inc., c/o Broadridge Integrated Prospectus Distribution, 1155 Long Island Avenue, New York, New York 11717, by telephone at (888) 603-5847 or by email at barclaysprospectus@broadridge.com;
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Citigroup Global Markets Inc., Brooklyn Army Terminal, Attn: Prospectus Dept., 140 58th Street, 8th Floor, Brooklyn, New York 11220 or by telephone at (877) 858-5407; or
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Morgan Stanley & Co. Incorporated, Attn.: Prospectus Department, 180 Varick Street, New York, New York 10014 or by telephone at (866) 718-1649.
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Serving businesses and professionals since 1897, CNA is the country’s seventh largest commercial insurer and the 13th largest property and casualty company. CNA’s insurance products include standard commercial lines, specialty lines, surety, marine and other property and casualty coverages. CNA's services include risk management, information services, underwriting, risk control and claims administration. For more information, please visit CNA at www.cna.com. CNA is a registered trademark of CNA Financial Corporation.
FORWARD-LOOKING STATEMENT
This press release includes statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes”, “expects”, “intends”, “anticipates”, “estimates”, and similar expressions. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by CNA and include CNA’s successful completion of the offering and the satisfaction of other customary condit
ions to the closing of the redemption transaction. For a detailed description of these risks and uncertainties please refer to CNA’s filings with the Securities and Exchange Commission, available at www.cna.com, including the section captioned “Item 1A Risk Factors” of CNA’s Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
Any forward-looking statements made in this press release are made by CNA as of the date of this press release. Further, CNA does not have any obligation to update or revise any forward-looking statement contained in this press release, even if CNA’s expectations or any related events, conditions or circumstances change.
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