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 (date of earliest event reported): September 19, 1997
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-264102
(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
667 Madison Avenue
New York, New York 10021-8087
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 545-2000
ITEM 5. OTHER EVENTS.
On September 19, 1997, the Registrant completed the sale of
$1,150,000,000 principal amount of its 3 1/8% Exchangeable
Subordinated Notes due September 15, 2007 (the "Notes"),
including $150,000,000 principal amount of Notes to cover over-
allotments. The Notes are exchangeable into shares of common
stock, par value $.01 per share (the "Daimond Offshore Common
Stock"), of Diamond Offshore Drilling, Inc. ("Diamond Offshore")
from October 1, 1998 to September 15, 2007, subject to certain
blackout rights of Diamond Offshore contained in the Amendment
to the Registration Rights Agreement, dated as of September 16,
1997, between the Registrant and Diamond Offshore (the
"Registration Rights Agreement Amendment"). The Notes have been
issued pursuant to the terms, and subject to the conditions,
contained in the Indenture, dated as of December 1, 1985,
between the Registrant and The Chase Manhattan Bank (as
successor by merger to Manufacturers Hanover Trust Company),
as trustee (the "Trustee"), as supplemented by the First and
Second Supplemental Indentures, each dated as of February 18,
1997, between the Registrant and the Trustee, and as supplemented
by the Third Supplemental Indenture, dated as of September 19,
1997, between the Registrant and the Trustee (the "Third
Supplemental Indenture"). A copy of the Registration Rights
Agreement Amendment, the Third Supplemental Indenture and the final
Underwriting Agreement, dated as of September 16, 1997, between the
Registrant and Goldman, Sachs & Co., as Representative of the
Underwriters thereunder, are filed as exhibits hereto and are
incorporated by reference herein.
On September 23, 1997, the Registrant issued a press release
announcing the completion of the sale of the Notes and stating
that, at the time the sale of the Notes was consummated, the
Registrant owned approximately 50.3% of the outstanding Diamond
Offshore Common Stock. A copy of the press release is filed as
an exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part
of this report:
1.1 Underwriting Agreement, dated as of
September 16, 1997, between the
Registrant and Goldman, Sachs & Co.
4.1 Third Supplemental Indenture, dated as
of September 19, 1997, between the
Registrant and The Chase Manhattan
Bank, as Trustee.
4.2 Amendment to Registration Rights
Agreement, dated as of September 16,
1997, between the Registrant and
Diamond Offshore Drilling, Inc.
99.1 Press Release, dated September 23, 1997
SIGNATURE
Pursuant to the requirements of Section 12 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: September 23, 1997
LOEWS CORPORATION
By: /s/ Peter W. Keegan
--------------------------------
Name: Peter W. Keegan
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT LIST
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of September 16, 1997,
between the Registrant and Goldman, Sachs & Co.
4.1 Third Supplemental Indenture, dated as of September 19,
1997, between the Registrant and The Chase Manhattan
Bank, as Trustee.
4.2 Amendment to Registration Rights Agreement, dated as of
September 16, 1997, between the Registrant and Diamond
Offshore Drilling, Inc.
99.1 Press Release, dated September 23, 1997