-----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, FMTOUbjnJIP0lKLz2aPm8SmBnn73y3QoDmwmlLnPNu8KP/oUfijv50Xi9IfK27LZ 6iUafkCsuF2es2ZFSjTVoA== 0000060086-04-000017.txt : 20040311 0000060086-04-000017.hdr.sgml : 20040311 20040311160736 ACCESSION NUMBER: 0000060086-04-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040311 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040311 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: 04663123 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 ktxt.txt LOEWS CORPORATION 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: March 11, 2004 ---------------------------- (Date of earliest event reported): March 11, 2004 ---------------------------- LOEWS CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware - ------------------------------------------------------------------------------ (State or other jurisdiction of Incorporation) 1-6541 13-2646102 - ------------------------------------------------------------------------------ (Commission (IRS Employer File Number Identification No.) 667 Madison Avenue, New York, N.Y. 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 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: Exhibit No. Description ---------- ----------- 99.1 Loews Corporation press release, issued March 11, 2004. Item 9. Regulation FD Disclosure On March 11, 2004, Loews Corporation issued a press release announcing that it will redeem its 7.625% notes on April 12, 2004, and that it has completed a $300 million notes offering. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. The information in this Report (including the exhibit) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 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: March 11, 2004 By: /s/ Gary W. Garson ----------------------------- Gary W. Garson Senior Vice President General Counsel and Secretary Page 2 of 2 EX-99.1 3 exb.txt EXHIBIT 99.1 LOEWS CORPORATION PRESS RELEASE 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 --------------------------- REDEMPTION OF ITS 7-5/8% SENIOR NOTES DUE 2023 ---------------------------------------------- ANNOUNCES COMPLETION OF $300 MILLION NOTES OFFERING --------------------------------------------------- NEW YORK, March 11, 2004 - Loews Corporation (NYSE: LTR) announced today that on April 12, 2004 it will redeem all of its outstanding $300 million principal amount 7-5/8% Senior Notes due June 1, 2023 (CUSIP Number 540424 AG3) at a redemption price of 103.8125% of the principal amount, plus interest accrued through that date. On that date, the redemption price will become payable to the holders of the 7-5/8% notes and the 7-5/8% notes will cease accruing interest. Copies of the Notice of Redemption may be obtained from JPMorgan Chase Bank, the Indenture Trustee and Paying Agent, Corporate Trust Services, 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, telephone number 800.275.2048. The Company also announced today that it has completed the previously announced sale of $300 million principal amount of its new 5-1/4% Senior Notes due 2016 in a public offering underwritten by Citigroup Global Markets Inc. and Lehman Brothers Inc. The Company will use the proceeds of approximately $297,400,000, together with cash on hand, to fund the redemption price of its 7-5/8% notes. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. A written prospectus relating to the sale of the Company's 5-1/4% Senior Notes due 2016 may be obtained from sales representatives of Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, Brooklyn, New York 11220, telephone number 718.765.6732 and Lehman Brothers Inc., Fixed Income Syndicate Desk, 745 Seventh Avenue, 3rd Floor, New York, New York 10019, telephone number 212.526.9664. 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 the Company, including those relating to whether or not the Company will consummate the redemption of the notes and the anticipated use of proceeds of the offering. These statements are based upon the current expectations and beliefs of the Company's management 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 market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements discussed in the Company's Form 10-K/A for the year ended December 31, 2003 and other filings with the U.S. Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----