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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 11, 1996
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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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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) 545-2000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Page 1 of 3 Pages
Item 5. Other Events.
On December 4, 1996, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation (collectively, the "Underwriters"), whereby the Underwriters
severally agreed to purchase $300,000,000 of the Company's 6 3/4% Senior Notes
due 2006 (the "Notes"). The Notes are part of a series of securities registered
pursuant to Rule 415(a)(1)(x) of the Securities Act of 1933, as amended, on
Registration Statement 33-60342, which was declared effective on October 7,
1993. The terms of the Notes are governed by an Indenture (the "Indenture"),
between the Company and The Chase Manhattan Bank, as trustee. The closing of the
purchase of the Notes by the Underwriters occurred on December 9, 1996. The
Company applied the net proceeds received from the offering of the Notes for
general corporate purposes.
Descriptions of the Underwriting Agreement and the Indenture and the
transactions contemplated thereunder do not purport to be complete. Included as
exhibits hereto are the Underwriting Agreement and the Indenture and the
documents relating thereto and, as such, the foregoing description is qualified
in its entirety by reference to and incorporation of the terms and provisions
contained in those exhibits.
On December 4, 1996, the Company announced its intention to call for
redemption, on or about January 15, 1997, the entire principal amount of its
currently outstanding 8 1/4% Debentures due 2007 (the "Debentures") at the
redemption price of 103.60% of the principal amount thereof. In January 1987,
the Company issued $200,000,000 of the Debentures, all of which are presently
outstanding.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 1.1 Underwriting Agreement, dated as of December 4, 1996, by
and among the Company, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Donaldson,
Lufkin & Jenrette Securities Corporation.
Exhibit 4.1 Indenture, dated as of March 1, 1986, between the Company
and The Chase Manhattan Bank, as trustee, as supplemented
by a supplemental indenture, dated as of March 30, 1993,
is incorporated herein by reference to the exhibits filed
with the Company's Form S-3 Registration Statement
(No.33-60342) filed on March 31, 1993.
Exhibit 4.2 Form of Global Notes in the aggregate principal amounts
of $200,000,000 and $100,000,000, respectively.
Exhibit 12.1 Computation of ratio of earnings to fixed charges.
Exhibit 99.1 Prospectus, dated December 4, 1996, as supplemented by
the prospectus supplement dated December 4, 1996.
Exhibit 99.2 Press release issued by the Company relating to the
redemption of the 8 1/4% Debentures due 2007.
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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, thereunto duly authorized.
LOEWS CORPORATION
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(Registrant)
Dated: December 11, 1996 By: /s/ Barry Hirsch
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Barry Hirsch
Senior Vice President
Page 3 of 3 Pages