-----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, KrZ0h1u2itIVvRVRspDG9eI9zahqyHxXwVhIMP/hLFtCffWFUyr185nEEhtMRWGi CtyHunlH0mxLu0OEFUAsow== 0000950123-02-000851.txt : 20020414 0000950123-02-000851.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950123-02-000851 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020201 EFFECTIVENESS DATE: 20020201 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-81906 FILM NUMBER: 02524326 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 BUSINESS PHONE: 2125452000 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 S-3MEF 1 e54376s-3mef.txt LOEWS CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2002 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- LOEWS CORPORATION (Exact name of registrant as specified in its charter) --------------------- DELAWARE 13-2646102 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
667 MADISON AVENUE NEW YORK, NEW YORK 10021-8087 (212) 521-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- BARRY HIRSCH, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 667 MADISON AVENUE NEW YORK, NEW YORK 10021-8087 (212) 521-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- COPIES TO: ELLIOTT V. STEIN, ESQ. MARC S. ROSENBERG, ESQ. WACHTELL, LIPTON, ROSEN & KATZ CRAVATH, SWAINE & MOORE 51 WEST 52ND STREET WORLDWIDE PLAZA NEW YORK, NEW YORK 10019 825 EIGHTH AVENUE (212) 403-1000 NEW YORK, NEW YORK 10019-7472 (212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-73138 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] --------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE SECURITIES TO BE REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE(2) - ---------------------------------------------------------------------------------------------------------------------------- Carolina Group stock, par value $.01 per share.............. $119,945,000 $11,035 - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(o) solely for purposes of calculating the registration fee. (2) 35,966,250 shares were registered under registration statement no. 333-73138. A filing fee of $243,437 was previously paid with such earlier registration statement. --------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-73138) filed by Loews Corporation with the Securities and Exchange Commission on November 9, 2001, as amended, which was declared effective by the Commission on January 31, 2002, including the exhibits thereto, are incorporated herein by reference. EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3 5.1 Opinion of Wachtell, Lipton, Rosen & Katz, as to the legality of the securities being registered. 23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in opinion of counsel filed as Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1* Power of Attorney.
- ------------------------- * Incorporated by reference to Exhibit 24.1 to Registration Statement on Form S-3 (File number 333-73138). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on February 1, 2002. LOEWS CORPORATION By: /s/ PETER W. KEEGAN ------------------------------------ Peter W. Keegan Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 1, 2002.
SIGNATURE TITLE --------- ----- * Director, President, Chief Executive - ----------------------------------------------------- Officer, Member of the Office of the James S. Tisch President (Principal Executive Officer) * Senior Vice President and Chief Financial - ----------------------------------------------------- Officer (Principal Financial Officer and Peter W. Keegan Principal Accounting Officer) * Controller - ----------------------------------------------------- Guy A. Kwan * Director - ----------------------------------------------------- John Brademas * Director - ----------------------------------------------------- Paul J. Fribourg * Director - ----------------------------------------------------- Bernard Myerson * Director - ----------------------------------------------------- Edward J. Noha * Director - ----------------------------------------------------- Michael F. Price * Director - ----------------------------------------------------- Gloria R. Scott * Director, Chairman of the Executive - ----------------------------------------------------- Committee, Member of the Office of the Andrew H. Tisch President
II-2
SIGNATURE TITLE --------- ----- * Director, Member of the Office of the - ----------------------------------------------------- President Jonathan M. Tisch * Director, Co-Chairman of the Board - ----------------------------------------------------- Laurence A. Tisch * Director, Co-Chairman of the Board - ----------------------------------------------------- Preston R. Tisch * Director - ----------------------------------------------------- Fred Wilpon *By: /s/ GARY W. GARSON ------------------------------------------------ Gary W. Garson Vice President and Assistant Secretary
II-3 EXHIBIT INDEX 5.1 Opinion of Wachtell, Lipton, Rosen & Katz, as to the legality of the securities being registered. 23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in opinion of counsel filed as Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1* Power of Attorney.
- ------------------------- * Incorporated by reference to Exhibit 24.1 to Registration Statement on Form S-3 (File number 333-73138). II-4 EX-5.1 3 e54376ex5-1.txt OPINION RE LEGALITY EXHIBIT 5.1 ----------- [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] February 1, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Loews Corporation, Registration Statement on Form S-3 --------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel for Loews Corporation, a Delaware corporation (the "Company"), in connection with the registration of 4,283,750 shares of Carolina Group common stock, par value $0.01 per share (the "Carolina Group tracking stock"), under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-3 filed with the Securities and Exchange Commission on February 1, 2002 pursuant to Rule 462(b) under the Securities Act (and as it may be further amended, the "Registration Statement"). As counsel, we have examined the Registration Statement and such other documents, records and other matters as we have deemed necessary or appropriate in order to give the opinions set forth herein. In giving the opinions contained herein, we have relied upon representations of officers of the Company and certificates of public officials with respect to the accuracy of the material factual matters addressed by such representations and certificates. We have assumed the genuineness of all signatures or instruments submitted to us, and the conformity of certified copies submitted to us with the original documents to which such certified copies relate. We are members of the bar of the State of New York and we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the Delaware General Corporation Law and the laws of the State of New York. Based upon and subject to the foregoing, it is our opinion that: 1. the Company is a duly organized and validly existing corporation under the laws of the State of Delaware; 2. the issuance of the Carolina Group tracking stock has been duly authorized by appropriate corporate action of the Company; and 3. when the Carolina Group tracking stock has been issued and delivered pursuant to a sale in the manner described in the Registration Statement, such Carolina Group tracking stock will be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an Exhibit to the Registration Statement and to the reference to our firm in the Prospectus that is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ WACHTELL, LIPTON, ROSEN & KATZ EX-23.2 4 e54376ex23-2.txt CONSENT OF DELOITTE AND TOUCHE LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Loews Corporation on Form S-3 of our report dated February 15, 2001 (February 20, 2001 as to the stock split described in Note 1), appearing in the Annual Report on Form 10-K of Loews Corporation for the year ended December 31, 2000. We consent to the use in this Registration Statement of Loews Corporation on Form S-3 of our report dated November 6, 2001 for the Carolina Group, defined as a set of assets and liabilities, which is intended to reflect the economic performance of Loews Corporation's ownership interest in its wholly-owned subsidiary Lorillard, Inc. and certain other liabilities, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the headings "Summary Historical Financial Data", "Selected Historical Combined Financial Data of the Carolina Group" and "Experts" in such Prospectus. New York, New York January 29, 2002 -----END PRIVACY-ENHANCED MESSAGE-----