Loews Corp - Current report filing (8-K)
April 18 2008 - 3:48PM
Edgar (US Regulatory)
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:
|
|
April
18, 2008
|
(Date
of earliest event reported):
|
|
April
18, 2008
|
(Exact
name of registrant as specified in its charter)
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Delaware
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1-6541
|
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13-2646102
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(State
or other jurisdiction of
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(Commission
|
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(I.R.S.
Employer
|
incorporation
or organization)
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File
Number)
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Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10065-8087
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
|
(212)
521-2000
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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))
|
[ x ]
|
Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On April 18, 2008, Lorillard, Inc.
(“Lorillard”), a wholly-owed subsidiary of Loews Corporation (“Loews”), filed
Amendment No. 2 to Registration Statement No. 333-149051 on Form S-4 with the
Securities and Exchange Commission. Amendment No. 2 is filed as Exhibit 99.1 to
this report, and is incorporated by reference into this Item 8.01.
This report is neither an offer to
purchase nor a solicitation of an offer to sell securities. The exchange offer
for the outstanding shares of common stock of Loews described in Amendment No. 2
has not commenced. At the time the contemplated exchange offer commences, Loews
will file an exchange offer statement on Schedule TO with the Securities and
Exchange Commission. Investors and stockholders of Loews are strongly advised to
read the exchange offer statement (including the offer to purchase, letter of
transmittal and other offer documents) because they will contain important
information. When available, the offer to purchase, the related letter of
transmittal and certain other offer documents will be made available to all
stockholders of Loews at no expense to them. These documents will also be
available at no charge at the Securities and Exchange Commission’s website at
www.sec.gov
.
Item
9.01
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Financial Statements and
Exhibits
.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits:
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Exhibit
Reference
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Exhibit
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Number
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Description
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|
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99.1
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Amendment
No. 2 to Registration Statement No. 333-149051 of Lorillard, Inc. on Form
S-4 filed on April 18, 2008 (incorporated herein by reference to such
Registration Statement on Form S-4)
|
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.
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LOEWS
CORPORATION
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(Registrant)
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Dated: April
18, 2008
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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Senior
Vice President
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General
Counsel and
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|
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Secretary
|
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