Loews Corp - Statement of Ownership (SC 13G)
June 16 2008 - 4:21PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
(Rule
13d102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c),
AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP No. 540424207
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1.
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Names of Reporting Persons
Susquehanna Investment Group (SIG)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
2,288,127*
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6.
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Shared Voting Power
43,058,461*
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7.
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Sole Dispositive Power
2,288,127*
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8.
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Shared Dispositive Power
43,058,461*
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
43,058,461*
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10.
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.1%
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12.
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Type of Reporting Person
(See Instructions)
BD, PN
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*SIG, SCG and SS are affiliated independent broker-deals, who together
with CVI and SAGI, may be deemed a group.
For purposes of this report, we have indicated that each reporting
person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and
dispositive power with respect to all shares beneficially owned by all of the
reporting persons. Each of the reporting
persons disclaims beneficial ownership of shares owned directly by another
reporting person.
2
CUSIP No. 540424207
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1.
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Names of Reporting Persons
Susquehanna Capital Group (SCG)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
2,000*
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6.
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Shared Voting Power
43,058,461*
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7.
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Sole Dispositive Power
2,000*
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8.
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Shared Dispositive Power
43,058,461*
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
43,058,461*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.1%
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12.
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Type of Reporting Person
(See Instructions)
BD, PN
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*SIG, SCG and SS are affiliated independent broker-deals, who together
with CVI and SAGI, may be deemed a group.
For purposes of this report, we have indicated that each reporting
person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and
dispositive power with respect to all shares beneficially owned by all of the
reporting persons. Each of the reporting
persons disclaims beneficial ownership of shares owned directly by another
reporting person.
3
CUSIP No. 540424207
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1.
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Names of Reporting Persons
Susquehanna Securities (SS)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,502,033*
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6.
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Shared Voting Power
43,058,461*
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7.
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Sole Dispositive Power
1,502,033*
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8.
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Shared Dispositive Power *
43,058,461*
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
43,058,461*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.1%
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12.
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Type of Reporting Person
(See Instructions)
BD, PN
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*SIG, SCG and SS are affiliated independent
broker-deals, who together with CVI and SAGI, may be deemed a group. For purposes of this report, we have
indicated that each reporting person has sole voting and dispositive power with
respect to the shares beneficially owned by it and that the reporting persons
have shared voting and dispositive power with respect to all shares
beneficially owned by all of the reporting persons. Each of the reporting persons disclaims
beneficial ownership of shares owned directly by another reporting person.
4
CUSIP No. 540424207
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1.
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Names of Reporting Persons
Capital Ventures International (CVI)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
39,266,301*
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6.
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Shared Voting Power
43,058,461*
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7.
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Sole Dispositive Power
39,266,301*
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8.
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Shared Dispositive Power
43,058,461*
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
43,058,461 Shares of Common Stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.1%
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12.
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Type of Reporting Person
(See Instructions)
CO
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*SIG, SCG and SS are affiliated independent
broker-deals, who together with CVI and SAGI, may be deemed a group. SAGI is the investment manager to CVI and as
such may exercise voting and dispositive power over 39,266,301 of these
shares. For purposes of this report, we
have indicated that each reporting person has sole voting and dispositive power
with respect to the shares beneficially owned by it and that the reporting
persons have shared voting and dispositive power with respect to all shares
beneficially owned by all of the reporting persons. Each of the reporting persons disclaims
beneficial ownership of shares owned directly by another reporting person.
5
CUSIP No. 540424207
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1.
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Names of Reporting Persons
Susquehanna Advisors Group, Inc. (SAGI)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0*
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6.
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Shared Voting Power
43,058,461*
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7.
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Sole Dispositive Power
0*
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8.
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Shared Dispositive Power
43,058,461*
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
43,058,461*
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
8.1%
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12.
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Type of Reporting Person
(See Instructions)
CO
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*SIG, SCG and SS are affiliated independent broker-deals, who together
with CVI and SAGI, may be deemed a group.
SAGI is the investment manager to CVI and as such may exercise voting
and dispositive power over 39,266,301of these shares. For purposes of this report, we have
indicated that each reporting person has sole voting and dispositive power with
respect to the shares beneficially owned by it and that the reporting persons
have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons.
Each of the reporting persons disclaims beneficial ownership of shares
owned directly by another reporting person.
6
CUSIP No. 540424207
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Item 1.
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(a)
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Name of Issuer
Loews Corporation, a Delaware corporation (the Company).
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(b)
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Address of Issuers
Principal Executive Offices
667 Madison Avenue
New York, NY 10065
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Item 2.
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(a)
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Name of Person Filing
(each, a Reporting Person)
(1) Susquehanna Investment Group
(2) Susquehanna Capital Group
(3) Susquehanna Securities
(4) Capital Ventures International
(5) Susquehanna Advisors Group, Inc.
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(b)
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Address of Principal
Business Office or, if none, Residence
for each Reporting
Person other than CVI:
401 City Avenue, Suite 220, Bala Cynwyd, PA
19004
For CVI:
One Capitol Place
P.O. Box 1787 GT
Grand Cayman, Cayman
Islands
British West Indies
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(c)
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Citizenship
For each Reporting Person other than CVI:
Delaware
For CVI:
Cayman Islands, B.W.I.
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(d)
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Title of Class of Securities
Common Stock, $0.01 par value per share, of the Company (the Shares)
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(e)
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CUSIP Number
540424207
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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x
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
Susquehanna Investment Group
Susquehanna Capital Group
Susquehanna Securities
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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7
CUSIP No. 540424207
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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The information required
by Items 4(a) (c) is set forth in Rows 5 11 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for each
Reporting Person. The amount beneficially owned by Susquehanna Investment
Group includes options to buy 2,279,200 shares of the Companys Common Stock,
the amount beneficially owned by Susquehanna Capital Group includes options
to buy 2,000 shares of the Companys Common Stock and the amount beneficially
owned by Susquehanna Securities includes options to buy 103,600 shares of the
Companys Common Stock. The Companys
Form 10-Q for the Quarterly Period Ended March 31, 2008, filed on April 30,
2008, indicates that there were 529,714,354 shares of Common Stock
outstanding as of April 18, 2008.
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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8
Item 10.
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Certification
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By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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Date: June 16, 2008
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Susquehanna Capital Group
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Susquehanna Investment Group
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Susquehanna Securities
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Capital Ventures International
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By: Susquehanna Advisors Group, Inc.,
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pursuant to a Limited Power of Attorney,
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a copy of which is filed as Exhibit II hereto
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By:
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/s/ Todd Silverberg
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Todd Silverberg, Assistant Secretary
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Susquehanna Advisors Group, Inc.
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By:
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/s/ Todd Silverberg
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Todd Silverberg, Assistant Secretary
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9
EXHIBIT INDEX
Exhibit I:
Joint Filing Agreement, dated as of June 16, 2008, pursuant to Rule 13d-1(k)
among Susquehanna Capital Group, Susquehanna Investment Group, Susquehanna
Securities, Capital Ventures International and Susquehanna Advisors Group, Inc.
Exhibit II:
Limited Power of Attorney executed by Capital Ventures International,
authorizing Bala International, Inc. (predecessor to Susquehanna Advisors
Group, Inc.) to sign and file this Schedule 13G on its behalf, dated as of
May 28, 1996.
10
EXHIBIT I
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the shares of Common Stock of the Issuer, dated June 16, 2008,
and any amendments thereto signed by each of the undersigned shall be filed on
behalf of each of them pursuant to and in accordance with the provisions of
13d-1(k) under the Securities Exchange Act of 1934.
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Date: June 16, 2008
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Susquehanna Capital Group
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Susquehanna Investment Group
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Susquehanna Securities
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By:
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/s/ Todd Silverberg
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Todd Silverberg, General Counsel
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Capital Ventures International
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By: Susquehanna Advisors Group, Inc.,
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pursuant to a Limited Power of Attorney,
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a copy of which is filed as Exhibit II hereto
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By:
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/s/ Todd Silverberg
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Todd Silverberg, Assistant Secretary
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Susquehanna Advisors Group, Inc.
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By:
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/s/ Todd Silverberg
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Todd Silverberg, Assistant Secretary
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11
EXHIBIT II
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF
ATTORNEY given on the 28th day of May, 1996 by Capital Ventures International
(hereinafter called the Company) whose Registered Office is situated at
Second Floor, One Capital Place, P.O. Box 1787, Grand Cayman, Cayman
Islands, B.W.I.
WHEREAS by agreement
dated May 28, 1996, by and between the Company and Bala International,
Inc, the Company expressly authorised Bala International, Inc. to enter
into transactions in certain designated areas as defined in the Agreement
attached hereto marked Appendix 1.
NOW THIS DEED WITNESSETH
that Ian A.N. Wight (Director) and Woodburne Associates (Cayman) Limited
(Secretary) of the Company, hereby appoint on behalf of the Company the firm of
Bala International, Inc. which through its officers, directors and
employees is hereby formally granted limited power of attorney for the purpose
of entering into transactions on behalf of and for the account of the Company
and to take any actions on behalf of the Company as may be necessary to
consummate such transactions, including but not limited to instructing the
transfer of funds where necessary and executing required documentation.
IN WITNESS WHEREOF the
Company has caused its common seal to be hereunto affixed the day and year
above written.
THE
COMMON SEAL OF
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CAPITAL
VENTURES INTERNATIONAL
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/s/
Ian A.N. Wight
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was
hereunto affixed in the presence of:
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Ian
A.N. Wight
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(Director)
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/s/
Illegible
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Witness
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/s/
Woodburne Associates
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For:
Woodburne Associates
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(Cayman)
Limited
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Secretary
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12
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