Loews Corp - Current report filing (8-K)
February 19 2008 - 2:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report:
|
|
February
19, 2008
|
(Date
of earliest event reported):
|
|
February
4, 2008
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-6541
|
|
13-2646102
|
(State
or other jurisdiction of
|
|
(Commission
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
File
Number)
|
|
Identification
No.)
|
667
Madison Avenue, New York, N.Y.
|
10065-8087
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(212)
521-2000
|
NOT
APPLICABLE
|
(Former
name or former address, if changed since last
report.)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[ x ]
|
Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Explanatory
Note
This report on Form 8-K/A amends the
report on Form 8-K of Loews Corporation originally filed with the Securities and
Exchange Commission on February 6, 2008 to check the box for pre-commencement
communications pursuant to Rule 13e-4(c) under the Securities Exchange Act of
1934, to change the Item under which the event is reported from 7.01 to 8.01;
and to add explanatory language within Item 8.01 regarding the exchange offer
described herein.
On February 4, 2008, Lorillard, Inc. (“Lorillard”), a wholly-owed subsidiary of
Loews Corporation (“Loews”), filed a registration statement on Form S-4 (No.
333-149051) (the “Registration Statement”) with the Securities and Exchange
Commission registering (a) the distribution of 108,459,891 shares of Lorillard
common stock by Loews to holders of Carolina Group stock, a class of common
stock of Loews, in redemption of all outstanding shares of Carolina Group stock,
and (b) the offer and exchange by Loews of up to 65,445,000 shares of Lorillard
common stock in exchange for outstanding shares of Loews common stock pursuant
to an exchange offer to holders of Loews common stock. The Registration
Statement is not incorporated by reference into this report.
This report is neither an offer to purchase nor a solicitation of an offer to
sell securities. The exchange offer for the outstanding shares of common stock
of Loews Corporation described in this Current Report has not commenced. At the
time the contemplated exchange offer commences, Loews Corporation will file an
exchange offer statement on Schedule TO with the Securities and Exchange
Commission. Investors and stockholders of Loews Corporation are
strongly advised to read the exchange offer statement (including the offer to
purchase, letter of transmittal and other offer documents) because they will
contain important information. When available, the offer to purchase, the
related letter of transmittal and certain other offer documents will be made
available to all stockholders of Loews Corporation at no expense to them. These
documents will also be available at no charge at the Securities and Exchange
Commission’s website at
www.sec.gov
.
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.
|
LOEWS
CORPORATION
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Dated: February
19, 2008
|
By:
|
/s/
Gary W. Garson
|
|
|
Gary
W. Garson
|
|
|
Senior
Vice President,
|
|
|
General
Counsel and
|
|
|
Secretary
|
Loews (NYSE:LTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Loews (NYSE:LTR)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Loews Corp. (New York Stock Exchange): 0 recent articles
More Loews Corp News Articles