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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 (Date of earliest event reported) November 20, 2004
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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 1.01 Entry into a Material Definitive Agreement.
On November 20, 2004, TGT Pipeline, LLC ("TGTP"), a wholly-owned subsidiary
of Loews Corporation, entered into a definitive agreement (the "Purchase
Agreement") to purchase (the "Acquisition") all of the limited partnership
interests of Gulf South Pipeline, L.P. ("Gulf South") and all of the limited
liability company interests of GS Pipeline Company, LLC, the sole general
partner of Gulf South, from Entergy-Koch, L.P. for a purchase price of
$1,136,000,000 in cash, subject to adjustment as provided in the Purchase
Agreement (the "Purchase Price"). The registrant has guaranteed the obligation
of TGTP to pay the Purchase Price. The obligations of the parties to close the
Acquisition are subject to normal and customary closing conditions, including
the expiration or termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976. The parties expect to close the
Acquisition no later than three (3) business days after satisfaction of such
conditions.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
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99.1 Loews Corporation press release, issued November
22, 2004, announcing the Purchase Agreement.
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
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(Registrant)
Dated: November 22, 2004 By: /s/ Gary W. Garson
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Gary W. Garson
Senior Vice President
General Counsel and Secretary
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