-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PffpsjvJD89ezlgV+xCUebnv1VlPySFDPSYblM11ZKQ44CuOMMhTtFWtoAXHUW5P 9GgenxMiJ2YHqWG0N1uXfA== 0000015310-04-000011.txt : 20041201 0000015310-04-000011.hdr.sgml : 20041201 20041201130934 ACCESSION NUMBER: 0000015310-04-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BULOVA CORP CENTRAL INDEX KEY: 0000015310 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 111719409 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00457 FILM NUMBER: 041176657 BUSINESS ADDRESS: STREET 1: ONE BULOVA AVE CITY: WOODSIDE STATE: NY ZIP: 11377-7874 BUSINESS PHONE: 7182043300 MAIL ADDRESS: STREET 1: ONE BULOVA AVE CITY: WOODSIDE STATE: NY ZIP: 11377-7874 FORMER COMPANY: FORMER CONFORMED NAME: BULOVA WATCH CO INC DATE OF NAME CHANGE: 19880811 FORMER COMPANY: FORMER CONFORMED NAME: BULOVA J CO DATE OF NAME CHANGE: 19710627 8-K 1 k_pgs.txt BULOVA CORPORATION FORM 8-K ============================================================================== 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 Date of Report (Date of earliest event reported) December 1, 2004 -------------------------- BULOVA CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 11-1719409 - ------------------------------------------------------------------------------ (State or other (IRS Employer jurisdiction of Identification No.) incorporation) One Bulova Avenue, Woodside, N.Y. 11377-7874 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (718) 204-3300 -------------------------- 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)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ============================================================================== Page 1 of 2 Item 7.01 Regulation FD On December 1, 2004, the registrant announced that Loews Corporation, the owner of approximately 97% of the registrant's outstanding shares, said that it intends to acquire the 149,998 shares of the registrant that it does not already own at a price of $35.00 per share, payable in cash. The acquisition will be accomplished by means of a short-form merger of the registrant with a newly formed, wholly-owned subsidiary of Loews without a vote of the registrant's Board of Directors or Shareholders, as permitted by New York law. Item 9.01 Financial Statements and Exhibits (c) Exhibits: Exhibit No. Description ---------- ----------- 99.1 Bulova Corporation press release, issued December 1, 2004, announcing that Loews Corporation intends to acquire all publicly held shares of Bulova Corporation. 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. BULOVA CORPORATION ----------------------------- (Registrant) Dated: December 1, 2004 By: /s/ Warren Neitzel ----------------------------- Warren Neitzel Secretary Page 2 of 2 EX-99.1 2 bulpr_edg.txt EXHIBIT 99.1 Exhibit 99.1 BULOVA Contacts: For Bulova Corporation: Warren Neitzel Corporate Secretary (718) 204-3300 For Loews Corporation: Joshua Kahn Investor Relations (212) 521-2788 FOR IMMEDIATE RELEASE - --------------------- LOEWS CORPORATION TO ACQUIRE ALL PUBLICLY HELD ---------------------------------------------- SHARES OF BULOVA CORPORATION FOR $35 PER SHARE ---------------------------------------------- NEW YORK, December 1, 2004 - Bulova Corporation (BULV.OB) announced today that Loews Corporation (NYSE:LTR), the owner of approximately 97% of Bulova's outstanding shares, said it intends to acquire the 149,998 shares of Bulova that it does not already own at a price of $35 per share, payable in cash. According to a filing made by Loews with the Securities and Exchange Commission, the acquisition will be accomplished by means of a short-form merger of Bulova with a newly formed, wholly-owned subsidiary of Loews without a vote of Bulova's Board of Directors or shareholders, as permitted by New York law. Loews will send Bulova's public shareholders a formal notice and detailed description of the transaction following completion of the SEC's review of its filing. Loews said it hopes to complete the transaction early next year. *** Forward-Looking Statements. This press release contains forward-looking -------------------------- statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws relating to expectations, plans or prospects for Bulova and Loews, including those relating to whether or not Loews will consummate the transaction described above and, if so, the timing and final terms of any such transaction. These statements are based upon the current expectations and beliefs of Bulova and Loews and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include regulatory review of this transaction, market conditions and other factors beyond the control of Bulova and Loews, as well as the risk factors and other cautionary statements discussed in Bulova's Form 10-K for the year ended December 31, 2003 and other filings with the U.S. Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----