LOEWS CORP — Capital/Financing Update 2006

Aug 21, 2006

8-K 1 body.htm LOEWS CORPORATION 8-K Unassociated Document Licensed to: loews corp Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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: August 21, 2006

(Date of earliest event reported): August 15, 2006

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)

	1-6541	13-2646102
(State
or other jurisdiction of	(Commission	(I.R.S.
Employer
incorporation)	File
Number)	Identification
No.)

| 667
Madison Avenue, New York, N.Y. | 10021-8087 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (212) 521-2000

| 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
CRF
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 1.01 Entry into a Material Definitive Agreement.

On August 15, 2006 Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. (the “Underwriter”) pursuant to which Registrant agreed to sell 15,000,000 shares of its Carolina Group Stock (the “Shares”) to the Underwriter at a price per Share of $58.45, for resale by the Underwriters pursuant to Registration Statement No. 333-132334. On August 18, 2006 the sale of the Shares pursuant to the Underwriting Agreement was completed, resulting in net proceeds to Registrant of approximately $876.8 million before expenses.

Item 9.01 Financial Statements and Exhibits.

| (a) | Not
applicable. |
| --- | --- |
| (b) | Not
applicable. |
| (c) | Exhibits: |

| Exhibit
Reference | |
| --- | --- |
| | Exhibit |
| Number | Description |
| 10.1 | Underwriting
Agreement, dated August 15, 2006, between Loews Corporation and J.P.
Morgan Securities Inc. |

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.

| | LOEWS
CORPORATION | |
| --- | --- | --- |
| | (Registrant) | |
| Dated: August
21, 2006 | By: | /s/
Gary W. Garson |
| | | (Signature) |
| | | Gary
W. Garson |
| | | Senior
Vice President |
| | | General
Counsel and Secretary |

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