-----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, Io8qx9M/Q3wLX9LAcMvqyflbOmRdw8tib33UPKhfXgxwk5A+6H1eglhRoZF1HG8N rd/B7UeL3y7kPYTqhodiYg== 0000060086-03-000021.txt : 20030414 0000060086-03-000021.hdr.sgml : 20030414 20030414141345 ACCESSION NUMBER: 0000060086-03-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOEWS CORP CENTRAL INDEX KEY: 0000060086 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132646102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06541 FILM NUMBER: 03648359 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 BUSINESS PHONE: 212-521-2000 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 8-K 1 ltr8k403.txt LOEWS CORPORATION FORM 8-K ============================================================================== 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): April 14, 2003 -------------- LOEWS CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6541 13-2646102 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 667 Madison Avenue, New York, NY 10021-8087 - ------------------------------------------------------------------------------ (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) ============================================================================== Page 1 of 2 Item 5. Other Events and Regulation FD Disclosure On April 14, 2003, the Registrant issued a press release announcing that it has entered into an agreement to purchase Texas Gas Transmission Corporation from The Williams Companies, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: Exhibit No. Description ---------- ----------- 99.1 Press Release issued by the Registrant on April 14, 2003 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: April 14, 2003 By: /s/ Gary W. Garson -------------------------------- Gary W. Garson Senior Vice President, General Counsel and Secretary Page 2 of 2 EX-99.1 3 ex99tgt.txt EXHIBIT 99.1 Exhibit 99.1 Contact: Peter W. Keegan Senior Vice President (212) 521-2950 Joshua E. Kahn Investor Relations (212) 521-2788 Candace Leeds V.P. of Public Affairs (212) 521-2416 FOR IMMEDIATE RELEASE - --------------------- LOEWS CORPORATION ANNOUNCES AGREEMENT TO PURCHASE TEXAS GAS ----------------------------------------------------------- TRANSMISSION CORPORATION FROM WILLIAMS COMPANIES ------------------------------------------------ TRANSACTION VALUED AT $1.045 BILLION ------------------------------------ LOEWS TO HOLD CONFERENCE CALL TODAY AT 11:00 A.M. EDT ----------------------------------------------------- NEW YORK, April 14, 2003 - Loews Corporation (NYSE:LTR) today announced that it has entered into an agreement to purchase Texas Gas Transmission Corporation from The Williams Companies, Inc. (NYSE:WMB). The transaction value is $1.045 billion, which includes $795 million in cash to be paid to Williams and $250 million in debt that will remain at Texas Gas. The closing of the transaction, which is expected to occur in early June 2003, is subject to normal and customary conditions, including the filing of notification under the Hart-Scott-Rodino antitrust law. Texas Gas owns and operates a 5,800-mile pipeline system that transports natural gas from the Gulf Coast, east Texas and north Louisiana to markets in the southern United States through the Midwest. Texas Gas has a delivery capacity of 2.8 billion cubic feet (Bcf) per day and a working storage capacity of 55 Bcf. In 2002, the company reported net income of $56 million on revenues of $267 million. James Tisch, CEO of Loews, commented on the acquisition, "Texas Gas is a highly attractive asset with an experienced and capable management team, and we are pleased that it will become a subsidiary of Loews. The transaction should be accretive to earnings per share and provide very attractive free cash flow to Loews." Loews intends to issue additional debt at the subsidiary level immediately following the acquisition of Texas Gas. It is anticipated that this recapitalization would bring the debt-to-total capital ratio of Texas Gas to approximately 50 percent. Conference Call at 11:00 a.m. Today - ----------------------------------- Loews will hold a conference call at 11:00 a.m. EDT, Monday, April 14, 2003, to discuss the planned acquisition of Texas Gas. A live broadcast of this conference call will be available - More - online at the Loews website (www.loews.com). Please go to the website at least 10 minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session of the conference call should dial (888) 896-0863. An online replay will be available at the Company's website for one week following the call. Loews Corporation, a holding company, is one of the largest diversified financial corporations in the United States. Its principal subsidiaries are CNA Financial Corporation, Lorillard, Inc., Diamond Offshore Drilling, Loews Hotels, and Bulova Corporation. * * * Forward-Looking Statements. Statements in this press release that contain -------------------------- "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 include, but are not limited to, statements using the words "believes", "expects", "plans", "intends", "should" and similar expressions, and other statements concerning the Company's future plans, objectives, and expected performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Important risk factors that could cause actual results to differ include, but are not limited to: any adverse impact on Texas Gas as a result of it no longer being a part of the Williams Companies gas pipeline operations; domestic demand for natural gas; Texas Gas's reliance on Gulf Coast natural gas supplies; extensive competition from other regional pipelines; economic and political changes in markets where the Texas Gas competes, such as regulation, inflation rates, and other external factors over which the Company has no control; and the outcome of contingencies (including completion of the acquisition, arranging financing and regulatory approval). A discussion of the additional risk factors that could impact the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Copies of these reports are available through the Company's website (www.loews.com). Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. # # # -----END PRIVACY-ENHANCED MESSAGE-----