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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: January 24, 2005
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(Date of earliest event reported) January 18, 2005
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LOEWS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-2646102
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
667 Madison Avenue, New York, N.Y. 10021-8087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 521-2000
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NOT APPLICABLE
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(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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 18, 2005, the Registrant's subsidiary, TGT Pipeline, LLC ("TGTP")
issued and sold to Citigroup Global Markets Inc. and Lehman Brothers Inc. (the
"Initial Purchasers") $300 million aggregate principal amount of its 5.50%
notes due 2017 (the "TGTP Notes"). Concurrently, Gulf South Pipeline Company,
LP ("Gulf South"), a wholly-owned subsidiary of TGTP, issued and sold to the
Initial Purchasers $275.0 million aggregate principal amount of its 5.05%
notes due 2015 (the "Gulf South Notes" and, together with the TGTP Notes, the
"Notes"). The Notes were sold in private placements exempt from the
registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"). The Notes have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Initial Purchasers
indicated that they would resell the Notes to qualified institutional buyers
in reliance on Rule 144A under the Securities Act and outside the United
States in reliance on Regulation S under the Securities Act.
Gulf South advanced the approximately $274.4 million of net proceeds from
the sale of the Gulf South Notes to TGTP and TGTP used such proceeds, together
with the approximately $297.0 million net proceeds from the sale of the TGTP
Notes and other available cash, to repay the $575.0 million interim loan made
to TGTP by affiliates of the Initial Purchasers on December 29, 2004 in
connection with TGTP's previously reported acquisition of Gulf South.
The TGTP Notes are governed by an indenture, dated as of January 18, 2005,
between TGTP and The Bank of New York, as Trustee, and the Gulf South Notes
are governed by an indenture, dated as of January 18, 2005, between Gulf South
and The Bank of New York, as Trustee, (the "Indentures").
The TGTP Notes bear interest at 5.50% per year, payable semiannually in
arrears on February 1 and August 1 of each year, beginning August 1, 2005, and
mature on February 1, 2017. The TGTP Notes are unsecured and unsubordinated
obligations of TGTP and they rank equal in right of payment to TGTP's
existing and future unsecured and unsubordinated indebtedness, although the
TGTP Notes will be effectively subordinated to all existing and future
obligations of TGTP's subsidiaries, including Gulf South. The Gulf South
Notes bear interest at 5.05% per year, payable semiannually in arrears on
February 1 and August 1 of each year, beginning August 1, 2005, and mature on
February 1, 2015. The Gulf South Notes are unsecured and unsubordinated
obligations of Gulf South and they rank equal in right of payment to Gulf
South's existing and future unsecured and unsubordinated indebtedness,
although the Gulf South Notes will be effectively subordinated to all existing
and future obligations of Gulf South's future subsidiaries, if any.
Each of TGTP and Gulf South has the right to redeem all or a portion of the
Notes issued by it for cash at any time or from time to time on at least 30
days but not more than 60 days prior written notice, at the redemption price
specified in the applicable Indenture, plus accrued and unpaid interest on the
principal amount of the Notes redeemed to the date of redemption. Each
Indenture contains covenants that limit, among other things, subject to
certain exceptions, the ability of TGTP and Gulf South, as applicable, to (a)
consolidate with or merge into another entity or convey or transfer its
properties and assets substantially as a whole, (b) create liens and (c) enter
into certain sale and lease-back transactions. The Indentures also provide for
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acceleration of the maturity of the respective Notes upon the occurrence of
certain specified events of default, including the failure to make any
interest payment or comply with other covenants under the Indentures after
specified cure periods, default in acceleration of certain indebtedness and
certain events of bankruptcy or insolvency.
TGTP has agreed, pursuant to a Registration Rights Agreement, dated January
18, 2005, between TGTP and the Initial Purchasers, to file a registration
statement relating to an offer to exchange the TGTP Notes for debt securities
issued by TGTP which are substantially identical in all material respects to
the TGTP Notes and to use its reasonable best efforts to cause such
registration statement to be declared effective by the Securities and Exchange
Commission within 210 days from January 18, 2005. If the registration
statement fails to become effective by such date, or if the required exchange
offer is not completed within 30 days after the initial effectiveness of the
registration statement for the exchange offer or if, after a registration
statement has become effective, it ceases under certain circumstances to be
effective or available, then TGTP will be obligated to pay additional
interest in the amount of 0.25% per year for the first 90 days and 0.50% per
year thereafter until no such failure remains in effect. Gulf South did not
enter into a registration rights agreement and does not intend to exchange the
Gulf South Notes for notes that are registered under the Securities Act or to
otherwise register the resale of the Gulf Notes under the Securities Act.
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.
Dated: January 24, 2005 LOEWS CORPORATION
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(Registrant)
By: /s/ Gary W. Garson
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Gary W. Garson
Senior Vice President
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