Loews Corp - Amended Current report filing (8-K/A)
February 19 2008 - 3:22PM
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):
|
|
December
17, 2007
|
(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
December 17, 2007 to check the box for
p
re-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 December 17, 2007, the registrant issued a press release announcing that its
Board of Directors had approved a plan, to spin-off its entire ownership
interest in its subsidiary, Lorillard, Inc., to holders of the registrant’s
Carolina Group stock and Loews common stock in a tax-free transaction, subject
to certain conditions.
A copy of the registrant’s press release is filed as Exhibit 99.1 to this
report, and is incorporated by reference into this Item 8.01.
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
.
Item
9.01
|
Financial Statements and
Exhibits
.
|
|
(a)
|
Not
applicable.
|
(b)
|
Not
applicable.
|
(c)
|
Exhibits:
|
Exhibit
Reference
|
Exhibit
|
|
Number
|
|
|
Description
|
|
|
|
99.1
|
Loews
Corporation press release, issued December 17, 2007, announcing the
approval of a plan to spin off Lorillard,
Inc.
|
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)
|
|
|
|
|
|
|
|
|
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Dated: February 19,
2008
|
By:
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/s/ Gary W.
Garson
|
|
|
Gary W.
Garson
|
|
|
Senior Vice
President
|
|
|
General Counsel
and
|
|
|
Secretary
|
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