LOEWS CORP — Regulatory Filings 2005

Nov 17, 2005

S-8 1 lceight_body.htm LOEWS CORP. FORM S-8 Unassociated Document Licensed to: Loews Corp Document Created using EDGARIZER HTML 3.0.1.3 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

the Securities Act of 1933

Loews Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-2646102
(State
or Other Jurisdiction	(I.R.S.
Employer Identification No.)
of
Incorporation or Organization)

| 667
Madison Avenue | |
| --- | --- |
| New
York, New York | 10021-8087 |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Loews Corporation 2000 Stock Option Plan

(Full Title of the Plan)

Gary W. Garson

Senior Vice President, Secretary and General Counsel

Loews Corporation

667 Madison Avenue

New York, New York 10021-8087

(Name and Address of Agent for Service)

(212) 521-2000

(Telephone Number, Including Area Code, of Agent for Service)

---

| CALCULATION
OF REGISTRATION FEE | | Proposed | Proposed | |
| --- | --- | --- | --- | --- |
| | | Maximum | Maximum | |
| Title
of Securities to be | Amount
to be | Offering
Price | Aggregate | Amount
of |
| Registered | Registered | Per
Share | Offering
Price* | Registration
Fee |
| Common
Stock, par | | | | |
| value
$1.00 per share . . . | 2,000,000 | $97.57 | $195,140,000 | $22,967.98 |

• Pursuant to Rule 416, this registration statement shall cover any additional securities to be offered or issued resulting from stock splits, stock dividends or any similar such transaction.

** Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low prices per share of the Common Stock on November 15, 2005.

The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 2000 Stock Option Plan. The contents of the Registrant's Registration Statement on Form S-8, Reg. No. 333-33616, are incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

Gary W. Garson, Senior Vice President, Secretary and General Counsel of the Registrant, holds options to purchase shares of Common Stock pursuant to the Loews Corporation 2000 Stock Option Plan. Mr. Garson has provided the opinion attached hereto as exhibit 5.1 regarding the legality of the securities being registered pursuant to this registration statement.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on November 17, 2005.

| LOEWS
CORPORATION |
| --- |
| /s/
Gary W. Garson |
| By: |
| Gary
W. Garson |
| Senior
Vice President, Secretary and |
| General
Counsel |

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on November 17, 2005.

	Title
/s/
James S. Tisch
	President,
Chief Executive Officer, Office of the
James
S. Tisch	President
and Director
/s/
Peter W. Keegan
	Senior
Vice President and Chief Financial Officer
Peter
W. Keegan	(Principal
Financial and Accounting Officer)
/s/
Andrew H. Tisch
	Chairman
of the Executive Committee, Office of the
Andrew
H. Tisch	President
and Director
/s/
Jonathan M. Tisch
	Office
of the President and Director
Jonathan
M. Tisch
/s/
Joseph L. Bower
	Director
Joseph
L. Bower
/s/
John Brademas
	Director
John
Brademas

3

| /s/
Charles M. Diker |
| --- |
| Director |
| Charles
M. Diker |
| /s/
Paul J. Fribourg |
| Director |
| Paul
J. Fribourg |
| /s/
Walter L. Harris |
| Director |
| Walter
L. Harris |
| /s/
Philip A. Laskawy |
| Director |
| Philip
A. Laskawy |
| /s/
Gloria R. Scott |
| Director |
| Gloria
R. Scott |

4

| | EXHIBIT
INDEX |
| --- | --- |
| Exhibit | |
| Number | Description
of Exhibit |
| 4.1 | Loews
Corporation 2000 Stock Option Plan (1) |
| 5.1 | Opinion
of Gary W. Garson, Esq. |
| 23.1 | Consent
of Gary W. Garson, Esq. (included in Exhibit 5.1) |
| 23.2 | Consent
of Deloitte & Touche LLP |

(1) Incorporated by reference to Exhibit A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on March 25, 2005.