AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 2002
REGISTRATION NO. 333-73138
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
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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
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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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)
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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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE OFFERING PRICE(2) FEE(3)
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Carolina Group stock, par
value $.01 per share....... 35,966,250 shares $28.00 $1,007,055,000 $243,437
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(1) Includes shares of Carolina Group stock that may be sold pursuant to the
Underwriters' over-allotment option.
(2) Estimated pursuant to Rule 457(a) solely for purposes of calculating the
registration fee.
(3) Previously paid.
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THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale of
Carolina Group stock being registered, all of which will be paid by the
Registrant:
AMOUNT
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SEC registration fee....................................... $243,437
NYSE listing fee........................................... 5,000
Printing expenses.......................................... 400,000
Legal fees and expenses.................................... 1,500,000
Accounting fees and expenses............................... 500,000
Blue sky fees and expenses................................. 5,000
Transfer agent and registrar fees and expenses............. 3,500
Miscellaneous.............................................. 343,063
Total................................................. $3,000,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article 8, Section 8.1 of Loews's by-laws provides as follows: "The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or an officer of the Corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the [Delaware] General Corporation Law, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which such director or
officer may be entitled apart from the foregoing provisions. The foregoing
provisions of this Section 8.1 shall be deemed to be a contract between the
Corporation and each director and officer who serves in such capacity at any
time while this Article 8 and the relevant provisions of the [Delaware] General
Corporation Law and other applicable law, if any, are in effect, and any repeal
or modification thereof shall not affect any rights or obligations then
existing, with respect to any state of facts then or theretofore existing, or
any action, suit or proceeding theretofore, or thereafter brought or threatened
based in whole or in part upon any such state of facts."
The directors and officers of the Registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by them in
such capacities.
The Underwriting Agreement provides that the underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Securities Act. Reference is made to the form of Underwriting
Agreement filed as Exhibit 1.1 hereto.
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ITEM 16. EXHIBITS.
1.1 Form of Underwriting Agreement between Loews Corporation and
the underwriters.
4.1* The rights of the holders of Carolina Group stock are
defined in Article Fourth of the Charter of Loews
Corporation (filed as Exhibit A to the Proxy Statement on
Schedule 14A, dated November 29, 2001 and incorporated
herein by reference).
4.2* The Carolina Group Policy Statement (filed as Exhibit B to
the Proxy Statement on Schedule 14A, dated November 29, 2001
and incorporated herein by reference).
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.
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* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) That for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(d) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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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 January 23, 2002.
LOEWS CORPORATION
By: /s/ PETER W. KEEGAN
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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 January 23, 2002.
SIGNATURE TITLE
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* Director, President, Chief Executive Officer,
----------------------------------------------------- Member of the Office of the President
James S. Tisch (Principal Executive Officer)
* Senior Vice President and Chief Financial Officer
----------------------------------------------------- (Principal Financial Officer and Principal
Peter W. Keegan Accounting Officer)
* Controller
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Guy A. Kwan
* Director
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John Brademas
* Director
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Paul J. Fribourg
* Director
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Bernard Myerson
* Director
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Edward J. Noha
* Director
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Michael F. Price
* Director
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Gloria R. Scott
* Director, Chairman of the Executive Committee,
----------------------------------------------------- Member of the Office of the President
Andrew H. Tisch
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SIGNATURE TITLE
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* Director, Member of the Office of the President
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Jonathan M. Tisch
* Director, Co-Chairman of the Board
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Laurence A. Tisch
* Director, Co-Chairman of the Board
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Preston R. Tisch
* Director
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Fred Wilpon
*By: /s/ GARY W. GARSON
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Gary W. Garson
Vice President
and Assistant Secretary
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EXHIBIT INDEX
1.1 Form of Underwriting Agreement between Loews Corporation and
the underwriters.
4.1* The rights of the holders of Carolina Group stock are
defined in Article Fourth of the Charter of Loews
Corporation (filed as Exhibit A to the Proxy Statement on
Schedule 14A, dated November 29, 2001 and incorporated
herein by reference).
4.2* The Carolina Group Policy Statement (filed as Exhibit B to
the Proxy Statement on Schedule 14A, dated November 29, 2001
and incorporated herein by reference).
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.
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* Previously filed.
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