SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed
by
the Registrant |x|
Filed
by
a party other than the Registrant | |
Check
the
appropriate box:
| | Preliminary
Proxy Statement
| | Confidential,
for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|x| Definitive
Proxy Statement
| | Definitive
Additional Materials
| | Soliciting
material under Rule 14a-12
|
Loews
Corporation
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(Name
of
Registrant as Specified in Its Charter)
|
N/A
|
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of filing fee (Check the appropriate box):
|x| No
fee required.
| | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1) Title
of each class of securities to which transaction
applies: N/A
|
|
(2) Aggregate
number of securities to which transaction
applies: N/A
|
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth
|
the
amount on which the filing fee is calculated and state how it was
determined): N/A
|
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(4) Proposed
maximum aggregate value of
transaction: N/A
|
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(5) Total
fee paid: N/A
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| | Fee
paid previously with preliminary materials.
| | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for
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the offsetting fee was paid previously. Identify the previous filing by
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Form or Schedule and the date of its filing.
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party: N/A
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(4) Date
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667
Madison Avenue
New
York,
New York 10021-8087
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
Be Held on August 3, 2006
A
special
meeting of shareholders of Loews Corporation will be held at The Regency,
a
Loews Hotel, 540 Park Avenue, New York, New York, on August 3, 2006, at 9:30
A.M. New York City time, for the following purposes:
| · |
To
approve an amendment to our Restated Certificate of Incorporation
to
increase the number of authorized shares of Loews common stock from
600
million to 1.8 billion; and
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| · |
To
approve an amendment to our Restated Certificate of Incorporation
to
reduce the par value per share of Loews common stock from $1.00 to
$0.01.
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Shareholders
of record at the close of business on June 22, 2006 are entitled to notice
of
and to vote at the meeting and any adjournment thereof.
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By
order of the Board of Directors,
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GARY
W. GARSON
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Secretary
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Dated:
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June
29, 2006
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WE
URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY
AND MAIL IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE,
WHICH REQUIRES NO POSTAGE IF
MAILED
IN THE UNITED STATES.
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LOEWS
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CORPORATION
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PROXY
STATEMENT
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We
are
providing this Proxy Statement in connection with the solicitation by our
Board
of Directors (our “Board”) of proxies to be voted at a special meeting of
shareholders which will be held on August 3, 2006. We expect to mail proxy
materials to our shareholders on or about June 30, 2006. Our mailing address
is
667 Madison Avenue, New York, New York 10021-8087. Please note that throughout
this Proxy Statement we refer to Loews Corporation as “we,” “us,” “our,” or the
“Company.”
Voting
We
have
two classes of common stock which are outstanding and eligible to vote at
the
meeting:
· Loews
common stock; and
· Carolina
Group stock.
As
of
June 22, 2006, the record date for determination of shareholders entitled
to
notice of and to vote at the meeting, there were 551,301,207 shares of Loews
common stock and 93,289,246 shares of Carolina Group stock outstanding. Each
outstanding share of Loews common stock is entitled to one vote and each
outstanding share of Carolina Group stock is entitled to 3/10 of
a vote
on all matters which may come before the meeting.
Shares
which are voted to abstain on these matters will be considered present at
the
meeting, but since they are not affirmative votes for a proposal they will
have
the same effect as votes against the proposal. All properly executed proxies
in
the accompanying form received by us prior to the meeting will be voted at
the
meeting. You may revoke your proxy at any time before it is exercised by
giving
notice in writing to our Corporate Secretary, by granting a proxy bearing
a
later date or by voting in person.
Our
Board
has adopted a policy of confidentiality regarding the voting of shares. Under
this policy, all proxies, ballots and voting tabulations that identify how
an
individual shareholder has voted at the meeting will be kept confidential
from
us, except where disclosure is required by applicable law, a shareholder
expressly requests disclosure, or in the case of a contested proxy solicitation.
Proxy tabulators and inspectors of election will be employees of our transfer
agent or another third party, and not our employees.
AMENDMENT
TO OUR
RESTATED
CERTIFICATE OF INCORPORATION TO
INCREASE
THE AUTHORIZED SHARES OF LOEWS COMMON STOCK
(Proposal
No. 1)
Shareholders
are being asked to approve an amendment to our Restated Certificate of
Incorporation (our “Certificate”) to increase the number of authorized shares of
Loews common stock from 600 million to 1.8 billion. On May 8, 2006, our Board
approved this amendment, subject to shareholder approval, and directed that
this
amendment be submitted to a vote of our shareholders. Our Board has determined
that this amendment is in the best interests of us and our shareholders and
recommends approval by our shareholders.
Our
Certificate currently authorizes the issuance of up to 600 million shares
of
Loews common stock. As of May 31, 2006, after giving effect to the 3-for-1
split
of Loews common stock effected on May 8, 2006 (the “2006 Stock Split”), there
were approximately 556.2 million shares of Loews common stock issued and
outstanding and 10.3 million shares reserved for issuance upon the exercise
of
options and stock appreciation rights granted or available for grant under
our
Loews Corporation 2000 Stock Option Plan, as amended, leaving only 33.4 million
shares of Loews common stock available for future issuances.
Our
Certificate also authorizes the issuance of up to 600 million shares of our
Carolina Group stock and 100 million shares of preferred stock. The proposed
amendment will not change the authorized shares of Carolina Group stock or
preferred stock.
Our
Board
believes that the number of shares of Loews common stock presently available
for
future issuance under our Certificate is insufficient and has therefore proposed
to increase the number of authorized shares to ensure that we have the
flexibility to issue shares for general corporate purposes, without further
shareholder approval except as may be required by law, regulation or stock
exchange rules. We may issue shares in the future in connection with, among
other things, equity financings, acquisitions, equity incentives for employees,
and payments of stock dividends, stock splits or other recapitalizations.
From
time to time we consider opportunities to pursue acquisitions, equity financings
and other transactions depending on market conditions and other factors.
We do
not have any current plans or intentions with respect to any such
transaction.
In
addition to these corporate purposes, an increase in the number of authorized
shares of our Loews common stock could be used to make it more difficult
to, or
discourage an attempt to, obtain control of the Company by means of a takeover
bid that our Board determines is not in the best interests of us and our
shareholders. However, our Board does not intend or view the increase in
authorized Loews common stock as an anti-takeover measure and is not aware
of
any attempt or plan to obtain control of the Company.
Any
newly
authorized shares of Loews common stock will have voting and other rights
identical to those of the currently authorized shares of Loews common stock.
However, the additional shares of Loews common stock might be issued at times
and under circumstances as to have a dilutive effect on earnings per share
or
the percentage ownership interest of the present holders of our Loews common
stock, none of whom have preemptive rights under our Certificate to subscribe
for additional securities that we may issue.
The
affirmative vote of a majority of the voting power of our outstanding Loews
common stock and Carolina Group stock, voting as a single class, is required
to
approve this proposed amendment.
Our
Board recommends that you vote FOR proposal No. 1.
2
AMENDMENT
TO OUR
RESTATED
CERTIFICATE OF INCORPORATION TO
REDUCE
THE PAR VALUE PER SHARE OF LOEWS COMMON STOCK
(Proposal
No. 2)
Shareholders
are being asked to approve an amendment to our Certificate to reduce the
par
value per share of Loews common stock from $1.00 to $0.01. On May 8, 2006,
our
Board approved this amendment, subject to shareholder approval, and directed
that this amendment be submitted to a vote of our shareholders. Our Board
has
determined that this amendment is in the best interests of us and our
shareholders and recommends approval by our shareholders.
As
stated
above, as of May 31, 2006 we had approximately 556.2 million shares of Loews
common stock issued and outstanding. As of such date, our accounting books
and
records reflected $556.2 million, or $1.00 per share, in our Loews common
stock,
or stated capital, account (“stated capital account”). This includes
approximately $370.8 million which was transferred to the stated capital
account
from additional paid-in capital as a result of the distribution of new shares
of
Loews common stock in connection with the 2006 Stock Split. If this proposal
is
approved and the par value per share of our Loews common stock is reduced
to
$0.01, our stated capital account will be reduced by $0.99 per outstanding
share, or approximately $550.7 million in the aggregate, and our additional
paid-in capital account will be increased by a like amount. These changes
would
have no impact on our total shareholders’ equity.
Our
Board
has proposed to reduce the par value per share of our Loews common stock
in
order to reduce our stated capital account and limit the amounts to be credited
to the stated capital account as a result of future issuances of Loews common
stock. These reductions will give our Board additional flexibility with respect
to possible future transactions related to our Loews common stock which we
may
consider from time to time, including the payment of cash dividends, share
repurchases, stock splits and stock dividends and other recapitalizations.
Under
the Delaware General Corporation Law, we are prohibited from paying dividends
or
repurchasing our shares to the extent such an action would impair our stated
capital. Therefore, a reduction in our stated capital account, and a
corresponding increase to our additional paid-in capital, resulting from
lower
par value per share of our Loews common stock would enhance our Board’s
flexibility in declaring future dividends and repurchasing shares of our
capital
stock, which our Board may deem to be in the best interests of our
shareholders.
The
affirmative vote of a majority of the voting power of our outstanding Loews
common stock and Carolina Group stock, voting as a single class, is required
to
approve this proposed amendment.
Our
Board recommends that you vote FOR proposal No. 2.
If
the
proposed amendments to our Certificate are approved by our shareholders,
we
intend to file a Certificate of Amendment to our Certificate with the Secretary
of State of the State of Delaware as soon thereafter as practicable. The
Certificate of Amendment would amend the first paragraph of Article FOURTH
of
our Certificate to read as follows:
“FOURTH: The
total number of shares of all classes of stock which the Corporation shall
have
authority to issue is 2,500,000,000 shares, consisting of 100,000,000 shares
of
Preferred Stock, par value $.10 per share (“Preferred Stock”) and 2,400,000,000
common shares, of which 1,800,000,000 shall be Loews common stock having
a par
value of $0.01 per share (“Loews common stock”) and 600,000,000 shall be
Carolina Group stock having a par value of $0.01 per share (“Carolina Group
stock”).”
3
Principal
Shareholders
The
following table shows certain information, as of the dates indicated in the
footnotes below, adjusted where applicable to reflect the 2006 Stock Split,
as
to all persons who, to our knowledge, were the beneficial owners of 5% or
more
of the outstanding shares of any class of our voting securities. All shares
reported were owned beneficially by the persons indicated unless otherwise
noted
below.
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Amount
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Percent
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Name
and Address
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Title
of Class
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Beneficially
Owned
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of
Class
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Joan
H. Tisch (1)
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Common
Stock
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53,597,522
(2)
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9.6
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%
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540
Park Avenue
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New
York, NY 10021-8087
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Davis
Selected Advisers, L.P. (3)
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Common
Stock
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46,452,927
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8.3
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2949
Elvira Road, Suite 101
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Tucson,
AZ 85706
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Dodge
& Cox (4)
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Common
Stock
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40,301,466
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7.2
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555
California Street, 40th Floor
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San
Francisco, CA 94104
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Wilma
S. Tisch (1) (5)
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Common
Stock
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37,942,253
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6.8
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980
Fifth Avenue
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New
York, N.Y. 10021-8087
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FMR
Corp. (6)
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Carolina
Group Stock
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4,204,930
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5.4
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82
Devonshire Street
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Boston,
MA 02109
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Citigroup,
Inc. (7)
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Carolina
Group Stock
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4,204,068
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5.3
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399
Park Avenue
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New
York, N.Y. 10043
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(1)
Joan H. Tisch was the wife of the late Preston R. Tisch, former Co-Chairman
of
the Board of the Company. Wilma S. Tisch was the wife of the late Laurence
A.
Tisch, former Co-Chairman of the Board of the Company. James S. Tisch, President
and Chief Executive Officer and a director of the Company, and Andrew H.
Tisch,
Co-Chairman of the Board and Chairman of the Executive Committee of the Company,
are sons of Mrs. W.S. Tisch. Jonathan M. Tisch, Co-Chairman of the Board
of the
Company and Chairman and Chief Executive Officer of Loews Hotels, is the
son of
Mrs. J.H. Tisch. Each of Messrs. J.S. Tisch, A.H. Tisch and J.M. Tisch are
members of the Company’s Office of the President.
(2) Includes
15,793,517 shares owned beneficially by Mrs. J.H. Tisch directly and 37,804,005
shares held by her as trustee of various trusts. This information is as of
the
close of business on May 31, 2006 and is based on a Form 4 filed by Mrs.
J.H.
Tisch on such date.
(3) This
information is as of December 31, 2005 and is based on a Schedule 13G report
filed by Davis Selected Advisers, L.P., as an investment adviser.
4
(4) This
information is as of December 31, 2005 and is based on a Schedule 13G report
filed by Dodge & Cox. According to the report, the shares covered by this
Schedule 13G are beneficially owned by clients of Dodge & Cox and Dodge
& Cox has sole dispositive power with respect to 40,301,466 shares, sole
voting power with respect to 38,145,816 shares and shared voting power with
respect to 400,200 shares.
(5) This
information is as of the close of business on May 31, 2006 and is based on
information provided by Mrs. W.S. Tisch.
(6) This
information is as of December 31, 2005 and is based on a Schedule 13G report
filed jointly by FMR Corp. (“FMR”), Edward C. Johnson 3d and Fidelity Management
& Research Company (“Fidelity”). According to the report, FMR has sole
voting power with respect to 414,630 shares and sole dispositive power with
respect to 4,204,930 shares, and Mr. Johnson has sole dispositive power with
respect to 4,204,930 shares. Fidelity, a subsidiary of FMR, acts as an
investment advisor to various investment companies and is the beneficial
owner
of 3,792,000 shares. Mr. Johnson is Chairman of FMR.
(7) This
information is as of December 31, 2005 and is based on a Schedule 13G report
filed jointly by Citigroup, Inc. (“Citigroup”) and it subsidiaries, Citicorp
Holdings Inc. and Citibank, N.A. According to the report, the reporting persons
have shared voting and dispositive power with respect to 4,077,749 of the
shares
reported, and Citigroup has shared voting and dispositive power with respect
to
all 4,204,068 of the shares reported.
5
Director
and Officer Holdings
The
following table shows certain information, as of May 31, 2006, as to the
shares
of our voting securities beneficially owned by each of our directors, our
chief
executive officer, each of our other four most highly compensated executive
officers, and all of our executive officers and directors as a group, based
on
data furnished by them.
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Amount
Beneficially
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Percent
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Name
and Position
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Title
of Class
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Owned
(1)
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of
Class
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Ann
E. Berman, Director
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Common
Stock
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3,000
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(2)
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*
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Joseph
L. Bower, Director
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Common
Stock
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24,000
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(3)
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*
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Charles
M. Diker, Director
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Common
Stock
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18,600
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(4)
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*
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Paul
J. Fribourg, Director
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Common
Stock
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27,600
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(5)
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*
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Walter
L. Harris, Director
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Common
Stock
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13,500
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(6)
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*
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Peter
W. Keegan
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Common
Stock
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140,619
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(7)
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*
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Senior
Vice President and
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Chief
Financial Officer
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Philip
A. Laskawy, Director
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Common
Stock
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24,000
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(8)
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*
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Arthur
L. Rebell
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Common
Stock
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80,619
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(9)
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*
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Senior
Vice President
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Gloria
R. Scott, Director
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Common
Stock
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14,400
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(10)
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*
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Andrew
H. Tisch
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Common
Stock
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10,721,416
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(11)
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1.9%
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|||||
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Co-Chairman
of the Board,
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Chairman
of the Executive
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Committee
and Director
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James
S. Tisch
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Common
Stock
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11,324,413
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(12)
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2.0%
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|||||
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President,
Chief Executive
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Officer
and Director
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Jonathan
M. Tisch
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Common
Stock
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4,700,003
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(13)
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*
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Co-Chairman
of the Board,
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Chairman
and Chief Executive Officer
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of
Loews Hotels and Director
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All
executive officers and directors as
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Common
Stock
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28,528,267
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(14)
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5.1%
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a
group (15 persons including those
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listed
above)
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*
Represents less than 1% of the outstanding shares.
(1) Except
as otherwise indicated, the persons listed as beneficial owners of the shares
have sole voting and investment power with respect to those shares.
(2) Includes
1,500 shares issuable upon the exercise of options granted under the Loews
Corporation 2000 Stock Option Plan (our “Stock Option Plan”) which are currently
exercisable.
6
(3) Represents
24,000 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable.
(4) Includes
15,600 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable.
(5) Represents
27,600 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable.
(6) Includes
10,500 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. In addition, Mr. Harris owns
beneficially 1,830 shares of CNA Financial Corporation, a 91% owned subsidiary
of the Company (“CNA”), and 2,000 common units of Boardwalk Pipeline Partners,
LP, an 85% owned subsidiary of the Company (“Boardwalk Pipeline”).
(7) Represents
140,619 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. In addition, Mr. Keegan owns
beneficially 1,000 shares of Diamond Offshore Drilling, Inc., a 54% owned
subsidiary of the Company (“Diamond Offshore”).
(8) Includes
18,000 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable and 6,000 shares owned beneficially
by Mr. Laskawy’s wife. In addition, Mr. Laskawy owns beneficially 10,000 common
units of Boardwalk Pipeline.
(9) Represents
80,619 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. In addition, Mr. Rebell owns
beneficially 5,368 shares of CNA, including 854 shares with respect to which
he
has shared voting and investment power, 36,000 common units of Boardwalk
Pipeline, including 30,000 common units with respect to which he has shared
voting and investment power, and 10,000 shares of Diamond Offshore issuable
upon
the exercise of options which are currently exercisable.
(10) Represents
14,400 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable.
(11) Includes
270,000 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. Also includes 7,969,796 shares
held
by trusts of which Mr. A.H. Tisch is the managing trustee (inclusive of
4,516,417 shares held in trust for his benefit), and 195,000 shares held
by a
charitable foundation as to which Mr. A.H. Tisch has shared voting and
investment power. In addition, Mr. A.H. Tisch is the managing trustee and
beneficiary of a trust which owns beneficially 6,100 shares of CNA, and is
a
trustee of a trust which owns beneficially a 25% interest in a general
partnership which owns 74,200 common units of Boardwalk Pipeline.
(12) Includes
270,000 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. Also includes 8,968,280 shares
held
by trusts of which Mr. J.S. Tisch is the managing trustee (inclusive of
5,514,904 shares held in trust for his benefit), and 330,000 shares held
by a
charitable foundation as to which Mr. J.S. Tisch has shared voting and
investment power. In addition, Mr. J.S. Tisch owns beneficially 117,500 shares
of Diamond Offshore, including 112,500 shares of Diamond Offshore issuable
upon
the exercise of options which are currently exercisable, is the managing
trustee
and beneficiary of a trust which owns beneficially 6,100 shares of CNA, and
is a
trustee of a trust which owns beneficially a 25% interest in a general
partnership which owns 74,200 common units of Boardwalk Pipeline.
(13) Includes
270,000 shares issuable upon the exercise of options granted under our Stock
Option Plan which are currently exercisable. Also includes 3,695,003 shares
held
by trusts of which Mr. J.M. Tisch is the managing trustee and beneficiary
and
435,000 shares held by a charitable foundation as to which Mr. J.M. Tisch
has shared voting and investment power.
(14) Includes
1,331,997 shares issuable upon the exercise of options granted under our
Stock
Option Plan which are currently exercisable.
7
OTHER
MATTERS
Pursuant
to our By-laws, only business related to the above proposals may be transacted
at the meeting. Accordingly, no other business will be conducted at the
meeting.
We
will
bear all costs in connection with the solicitation of proxies for the meeting.
We intend to request brokerage houses, custodians, nominees and others who
hold
our voting stock in their names to solicit proxies from the persons who
beneficially own such stock, and we will reimburse these brokerage houses,
custodians, nominees and others for their out-of-pocket expenses and reasonable
clerical expenses. We have engaged Innisfree M&A Incorporated (“Innisfree”)
to solicit proxies for us, at an anticipated cost of approximately
$8,000.
In
addition to the use of the mails, solicitation may be made by Innisfree or
our
employees personally or by telephone, facsimile or electronic
transmission.
If
you
wish to submit a proposal for the 2007 Annual Meeting, it must be received
by us
not later than December 4, 2006 in order to be included in our proxy
materials. Proxies solicited by us for the 2007 Annual Meeting may confer
discretionary authority to vote on any proposals submitted after February
17,
2007 without a description of them in the proxy materials for that meeting.
Your
proposals should be addressed to our Corporate Secretary at Loews Corporation,
667 Madison Avenue, New York, New York 10021-8087.
Any
interested party wishing to communicate directly with the presiding director,
other non-management directors or our Board as a whole, may do so by writing
to
our Corporate Secretary at Loews Corporation, 667 Madison Avenue, New York,
New
York 10021-8087. All communications will be delivered to the director or
directors to whom they are addressed.
|
|
By
order of the Board of Directors,
|
|
|
|
|
|
|
|
GARY
W. GARSON
|
|
|
|
Secretary
|
|
|
|
|
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Dated: June
29, 2006
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PLEASE
COMPLETE, DATE, SIGN AND
RETURN
YOUR PROXY PROMPTLY
8
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LOEWS
COMMON STOCK
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LOEWS
CORPORATION
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Proxy
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This
Proxy is Solicited on Behalf of the Board of
Directors
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The
undersigned hereby constitutes and appoints Gary W. Garson, Peter W. Keegan
and
Kenneth J. Zinghini and each of them, each with full power of substitution,
true
and lawful attorneys, agents and proxies with all the powers the undersigned
would possess if personally present, to vote all shares of Common Stock of
the
undersigned in Loews Corporation at the Special Meeting of Shareholders to
be
held at The Regency, a Loews Hotel, 540 Park Avenue, New York, New York,
on
August 3, 2006, at 9:30 A.M., New York City time, and at any adjournments
thereof, upon the matters set forth in the Notice of Meeting and accompanying
Proxy Statement and, in their judgment and discretion, upon such other business
as may properly come before the meeting.
This
Proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
“FOR”
PROPOSALS 1 AND 2.
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE
SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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Mark
Here
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for
Address
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[ ]
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Change
or
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Comments
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PLEASE
SEE REVERSE SIDE
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The
Board of Directors recommends a vote FOR
Items 1 and 2
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FOR
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AGAINST
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ABSTAIN
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ITEM
1-AMEND CHARTER TO
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o
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o
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INCREASE
AUTHORIZED
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SHARES
OF LOEWS COMMON
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STOCK
TO 1,800,000,000
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ITEM
2-AMEND CHARTER
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o
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TO
REDUCE PAR VALUE
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OF
LOEWS COMMON STOCK
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TO
$0.01 PER SHARE
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Please
sign EXACTLY as name appears on this Proxy. When shares are held
by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Corporate and partnership proxies should be signed by an authorized
person
indicating the person’s title.
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Signature(s)
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Date:
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LOEWS
COMMON STOCK
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CAROLINA
GROUP STOCK
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LOEWS
CORPORATION
|
Proxy
|
|
This
Proxy is Solicited on Behalf of the Board of
Directors
|
|
The
undersigned hereby constitutes and appoints Gary W. Garson, Peter W. Keegan
and
Kenneth J. Zinghini and each of them, each with full power of substitution,
true
and lawful attorneys, agents and proxies with all the powers the undersigned
would possess if personally present, to vote all shares of Carolina Group
Stock
of the undersigned in Loews Corporation at the Special Meeting of Shareholders
to be held at The Regency, a Loews Hotel, 540 Park Avenue, New York, New
York,
on August 3, 2006, at 9:30 A.M., New York City time, and at any adjournments
thereof, upon the matters set forth in the Notice of Meeting and accompanying
Proxy Statement and, in their judgment and discretion, upon such other business
as may properly come before the meeting.
This
Proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
“FOR”
PROPOSALS 1 AND 2.
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE
SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
|
Mark
Here
|
||||||||||||||||||||||
|
for
Address
|
[ ]
|
|||||||||||||||||||||
|
Change
or
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Comments
|
||||||||||||||
|
PLEASE
SEE REVERSE SIDE
|
||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
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The
Board of Directors recommends a vote FOR
Items 1 and 2
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|||||||||||||||||||||
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||||||||||||||||||||||
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FOR
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AGAINST
|
ABSTAIN
|
|
|
|
|
||||||||||||||||
|
ITEM
1-AMEND CHARTER TO
|
o
|
o
|
o
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|
|
|
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|||||||||||||||
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INCREASE
AUTHORIZED
|
|
|
|
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||||||||||||||||||
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SHARES
OF LOEWS COMMON
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||||||||||||||||||
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STOCK
TO 1,800,000,000
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||||||||||||||||||
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|||||||||||||||||||
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ITEM
2-AMEND CHARTER
|
o
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o
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o
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|||||||||||||||
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TO
REDUCE PAR VALUE
|
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||||||||||||||||||
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OF
LOEWS COMMON STOCK
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||||||||||||||||||
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TO
$0.01 PER SHARE
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|||||||||||||
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|||||||||||||
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Please
sign EXACTLY as name appears on this Proxy. When shares are held
by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Corporate and partnership proxies should be signed by an authorized
person
indicating the person’s title.
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||
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Signature(s)
|
Date:
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CAROLINA
GROUP STOCK
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