UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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LOEWS CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
540424-10-8
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(CUSIP Number)
Barry Bloom
667 Madison Avenue, New York, New York 10021 (212) 545-2930
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1997
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(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
---
Check the following box if a fee is being paid with the statement .
---
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1
SCHEDULE 13D/A
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CUSIP No. 540424-10-8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAURENCE A. TISCH
SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 18,059,998
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,059,998
WITH ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,059,998
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2
AMENDMENT NO. 5
to
SCHEDULE 13D
This Amendment No. 5 to Schedule 13D is being filed in restated form pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, and Rules
101(a) and 901(d) of Regulation S-T, and incorporates the Statement on Schedule
13D dated December 12, 1973 (the "Initial Filing") the Statement on Schedule 13D
dated April 17, 1980 (the "1980 Filing") and Amendments numbered 1 through 4
thereto (the "Initial Filing, the 1980 Filing and Amendments numbered 1 through
4 thereof are herein referred to jointly as the "Prior Filings").
Item 1. Security and Issuer
-------------------
Item 1 is hereby restated and amended in its entirety to read as follows:
The class of equity securities to which this statement relates is the Common
Stock, $1.00 par value per share (the "Common Stock"), of Loews Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 667 Madison Avenue, New York, New York 10021-8087.
Item 2. Identity and Background
-----------------------
Item 2 is hereby restated and amended in its entirety to read as follows:
This Statement is being filed by Laurence A. Tisch (the "Reporting Person" or
"Mr. Tisch"). The Reporting Person is a United States citizen and his business
address is 667 Madison Avenue, New York, New York 10021. The Reporting
Person's principal occupation is Co-Chairman of the Board and Co-Chief Executive
Officer of the Issuer.
The Issuer is a holding company. Its subsidiaries are engaged in the
following lines of business: property, casualty and life insurance (CNA
Financial Corporation, an 84% owned subsidiary of the Issuer); the production
and sale of cigarettes (Lorillard, Inc., a wholly owned subsidiary); the
operation of hotels (Loews Hotels Holding Corporation, a wholly owned subsidiary
of the Issuer); the operation of offshore oil and gas drilling rigs (Diamond
Offshore Drilling, Inc., a 51% owned subsidiary of the Issuer); and the
distribution and sale of watches and clocks (Bulova Corporation, a 97% owned
subsidiary of the Issuer).
Preston R. Tisch, the brother of the Reporting Person, is Co-Chairman of the
Board and Co-Chief Executive Officer of the Issuer. The Reporting Person and
Preston R. Tisch each own beneficially 18,059,998 shares of the Common Stock,
constituting an aggregate of 36,119,996 shares, or approximately 31.4% of the
total number of shares of Common Stock of the Issuer outstanding. As a result,
they may be deemed to be "controlling" persons of the Issuer as that term is
defined in the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended.
Page 3
During the last five years the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has the Reporting Person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration
-------------------------------------------------
NOTE: Set forth below is the text of Item 3 as contained in the Initial
Filing, without adjustment for stock splits.
"Between November 2 and December 12, 1973, Tisch Hotels, Inc. ("Tisch Hotels")
purchased an aggregate of 804,200 shares of Common Stock of the issuer in
transactions effected on the New York Stock Exchange, the PBW Stock Exchange
and in the over-the counter market, at prices ranging from $24.75 to $17.125
per share, aggregating $16,459,088.00. Such amount was provided by cash of
Tisch Hotels on hand and the sale by it of temporary cash investments and of
securities held for investment. Laurence A. Tisch and Preston R. Tisch each
own 50% of the outstanding stock of Tisch Hotels.
"Prior to the foregoing purchases of Common Stock of the issuer, Laurence A.
Tisch and Preston R. Tisch were the beneficial owners, indirectly, of 4,610,250
shares of Common Stock of the issuer, representing approximately 35.7% of such
outstanding Common Stock. Such shares were acquired more than fourteen years
prior to the date hereof. By virtue of such ownership, Laurence A. Tisch and
Preston R. Tisch may have been deemed to be 'parents' of the issuer within the
meaning of the Securities Act of 1933."
Item 4. Purpose of Transaction
----------------------
Note: Set forth below is the text of Item 4 as contained in the applicable
Prior Filing, without adjustment for stock splits.
[Initial Filing]
"The shares of Common Stock of the issuer to which this Schedule relates were
acquired for investment purposes.
"Tisch Hotels has entered into an Agreement dated November 7, 1973 providing
for the merger of Tisch Hotels into the issuer, subject to approval by the
shareholders of Tisch Hotels and the issuer. The Merger Agreement requires that
Tisch Hotels dispose of all of its non-cash assets and apply its cash in
payments of dividends to its shareholders and/or to the purchase of additional
outstanding shares of Common Stock of the issuer, so that on the effective date
of the merger, the assets of Tisch Hotels will consist solely of Common Stock of
the issuer. Definitive Proxy materials relating to the merger were mailed to
shareholders of the issuer on December 7, 1973 and copies thereof were filed
with the Commission in accordance with Rule 14a-6(c) of the Proxy Rules."
Page 4
[1980 Filing]
"The shares of Common Stock held by Mr. Tisch are held for investment."
Item 5. Interest in Securities of the Issuer
------------------------------------
NOTE: Set forth below is the text of Item 5 as contained in the applicable
Prior Filing, without adjustment for stock splits, except as otherwise noted.
[Initial Filing]
"Laurence A. Tisch and Preston R. Tisch are the beneficial owners, indirectly,
of 5,409,250 shares of the Common Stock of the issuer at the date hereof. For
information relating to purchases of Common Stock of the issuer during the last
sixty days see Item 3 hereof."
[1980 Filing]
"Mr. Tisch is the direct beneficial owner of 2,518,271 shares of Common Stock,
constituting approximately 21% of the shares of Common Stock outstanding. Mr.
Tisch has sole voting and investment power with respect to such shares, which
were acquired by him in January 1974 upon the merger into the Company of Tisch
Hotels, Inc. ("THI"), a corporation 50% of the outstanding stock of which was
owned by each of Mr. Tisch and his brother, Preston R. Tisch.
"As previously reported, of the 5,507,550 shares of Common Stock owned by THI
immediately prior to the merger, 4,610,250 shares had been acquired in 1958 and
1959 (including shares of the Company's predecessor, Loew's Theatres, Inc., and
giving effect to stock splits) and 897,300 shares were acquired between November
1973 and January 1974.
"2,753,775 shares of Common Stock were acquired by Mr. Tisch upon the merger.
In 1974 and 1976, Mr. Tisch gave an aggregate of 218,004 of such shares to
trusts for the benefit of his children, which shares have since been distributed
by the trusts. Each of Mr. Tisch's children has sole voting and investment
power with respect to the shares owned by him. In 1977 and 1978 Mr. Tisch
donated an aggregate of 17,500 shares of Common Stock to unrelated charities.
"In addition, Mr. Tisch is the trustee of trusts for the benefit of the
children of Preston R. Tisch. As trustee of such trusts, Mr. Tisch has sole
voting and investment power with respect to 145,336 shares of Common Stock held
by such trusts.
"Mr. Tisch disclaims any beneficial interest in the shares held by his
children and by the foregoing trusts, and the filing of this Statement shall not
be construed as an admission that Mr. Tisch is the beneficial owner of any such
shares for any purpose.
"Mr. Preston R. Tisch, the brother of Mr. Laurence A. Tisch, is the beneficial
owner of 2,518,271 shares of the Common Stock and is President and Chief
Operating Officer of the Company. Mr. Preston R. Tisch may also be deemed to be
a control person of the Company."
Page 5
[Amendment No. 1]
"Laurence A. Tisch is the direct beneficial owner of 5,713,052* (*All
references herein to shares of Common Stock give effect to the two and one-half
for one stock split of the outstanding shares of Common Stock effected by the
Company in April 1984) shares of Common Stock, constituting approximately 21% of
the total number of shares outstanding. Laurence A. Tisch has sole voting and
investment power with respect to such shares of Common Stock. Since the filing
of the 1980 Schedule 13D, Laurence A. Tisch has disposed of 55,000 shares by
gift and 527,625 shares of Common Stock in open market transactions pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended.
"The following table sets forth certain information with respect to sales of
Common Stock by Laurence A. Tisch since July 1, 1984. Except as otherwise
noted, all such sales were effected on the New York Stock Exchange.
Date of Sale Number of Sales Sold Price per Share
- ------------ -------------------- ---------------
7/16/84 2,500 $83.25
7/27/84 20,000 81.75
7/27/84 1,000 82.00
7/27/84 850 81.875
7/27/84 500 81.50
7/27/84 500 81.25
7/27/84 500 81.00
7/30/84 2,200 82.00
7/31/84* 24,100 82.00
8/1/84* 9,250 83.75
8/2/84 1,250 84.50
8/2/84 250 84.75
8/2/84 11,000 85.00
8/2/84 25,000 85.125
8/2/84 2,350 85.75
8/8/84 5,500 87.00
8/8/84 400 87.25
8/8/84 100 87.50
8/10/84 5,000 86.50
8/10/84 3,450 86.875
8/10/84 18,000 87.00
8/10/84 1,350 87.125
8/10/84 700 87.25
- -----------------------------
*Over-the-counter transaction
"Laurence A. Tisch has resigned as trustee of trusts for the benefit of two
children of Preston R. Tisch, his brother, which were referred to in the 1980
Schedule 13D. Since the filing of the 1980 Schedule 13D the children of
Laurence A. Tisch and such trusts have disposed of some of the shares of Common
Stock held by them. Laurence A. Tisch disclaims any beneficial interest in any
shares held by his children or by the foregoing trusts and the filing of this
Statement shall not be construed as an admission that Laurence A. Tisch is the
beneficial owner of any such shares for any such purpose.
Page 6
"Preston R. Tisch is the beneficial owner of 5,713,052 shares of the Common
Stock constituting approximately 21% of the total number of shares outstanding."
[Amendment No. 2]
"Laurence A. Tisch is the direct beneficial owner of 13,731,756* (*All
references herein to shares of Common Stock give effect to the three for one
split of the outstanding shares of Common Stock distributed by the Company on
March 1, 1985) shares of Common Stock, constituting approximately 16.8% of the
total number of shares outstanding. Laurence A. Tisch has sole voting and
investment power with respect to such shares of Common Stock.
"Pursuant to an Underwriting Agreement dated February 22, 1985, Mr. Tisch sold
an aggregate of 3,000,000 shares of Common Stock to Salomon Brothers Inc. and
Morgan Stanley & Co. Incorporated as underwriters, for a net purchase price
(after an underwriting discount of $1.00 per share) of $42.67 per share. The
sale was registered under the Securities Act of 1933, as amended (Registration
Statement No. 2-95917) and was consummated on March 1, 1985.
"In addition, since the filing of Amendment No. 1 to the Schedule 13D, Mr.
Tisch sold an aggregate of 407,400 shares of Common Stock in open market
transactions pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
"Preston R. Tisch is the beneficial owner of 13,731,756 shares of the Common
Stock constituting approximately 16.8% of the total number of shares
outstanding."
[Amendment No. 3]
"Laurence A. Tisch is the direct beneficial owner of 11,920,356 shares of
Common Stock, constituting approximately 14.6% of the total number of shares
outstanding. Laurence A. Tisch has sole voting and investment power with
respect to such shares of Common Stock.
"On November 29, 1985 Mr. Tisch transferred by gift 440,000 shares of Common
Stock to the Tisch Foundation, Inc. (the "Foundation"), a charitable,
not-for-profit foundation. In addition, on such date Preston R. Tisch
transferred by gift to the Foundation an additional 440,000 shares of Common
Stock.
"As of the date hereof, the Foundation owns 880,000 shares of Common Stock,
constituting approximately 1% of the total number of shares outstanding. Mr.
Tisch, Preston R. Tisch and their spouses constitute a majority of the directors
of the Foundation and accordingly Mr. Tisch may be deemed to have shared voting
and investment power with respect to the shares of Common Stock owned by the
Foundation.
"Based upon the foregoing, Mr. Tisch may be deemed to be the beneficial owner
of an aggregate of 12,800,356 shares of Common Stock constituting approximately
15.7% of the total number of shares outstanding.
"Since the filing of Amendment No. 2 to this Schedule 13D, Mr. Tisch sold an
aggregate of 1,371,400 shares of Common Stock in open market transactions
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.
Page 7
350,000 of such shares were sold on December 16, 1984 at a price of $55.50 per
share and 50,000 of such shares were sold on such date at a price of $55.75 per
share, in each case in transactions effected on the New York Stock Exchange.
"The Foundation is a Florida not-for-profit corporation with offices at 666
Fifth Avenue, New York, New York 10103. The name, residence or business
address and present occupation, if any, of each executive officer and director
of the Foundation, each of whom is a United States citizen, is as follows:
Laurence A. Tisch, director and Senior Vice President of the Foundation, 666
Fifth Avenue, New York, New York 10103, Chairman of the Board and Chief
Executive Officer of the Company. Preston R. Tisch, director and President of
the Foundation, 666 Fifth Avenue, New York, New York 10103, President and Chief
Operating Officer of the Company. Wilma Tisch, director of the Foundation,
Island Drive, North Manursing Island, Rye, New York 10580, spouse of Laurence A.
Tisch. Joan Tisch, director of the Foundation, 5 Timber Trail, Rye, New York
10580 spouse of Preston R. Tisch. E. Jack Beatus, director, Secretary and
Treasurer of the Foundation, 666 Fifth Avenue, New York 10103, accountant.
"During the last 5 years, neither the Foundation nor any executive officer or
director of the Foundation has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding resulting in its, his or her being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
"Preston R. Tisch may be deemed to be the beneficial owner of an aggregate of
12,800,356 shares of Common Stock constituting approximately 15.7% of the total
number of shares outstanding, consisting of 11,920,356 shares (approximately
14.6% of the total number of shares outstanding) as to which Mr. Tisch has sole
voting and investment power, and the 880,000 shares (approximately 1% of the
total number of shares outstanding) held by the Foundation, referred to above,
as to which Mr. Tisch may be deemed to have share voting and investment power."
[Amendment No. 4]
"Laurence A. Tisch is the direct beneficial owner of 9,684,156 shares of
Common Stock, constituting approximately 11.9% of the total number of shares
outstanding. Laurence A. Tisch has sole voting and investment power with
respect to such shares of Common Stock.
"Since the filing of Amendment No. 3 to this Schedule 13D, Mr. Tisch sold an
aggregate of 88,700 shares of Common Stock in open market transactions pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended.
"In addition, on March 4, 1986 Mr. Tisch sold an aggregate of 2,147,500 shares
of Common Stock to Salomon Brothers Inc. and Morgan Stanley & Co. Incorporated,
as underwriters (the "Underwriters") pursuant to an Underwriting Agreement dated
February 25, 1986 (the "Underwriting Agreement"). The offer and sale of such
shares was registered pursuant to the Securities Act of 1933 (Registration No.
33-3509). The purchase price per share was $62.115, net of an underwriting
discount of $1.26 per share. This offering also included the sale, at the price
set forth above, by the Tisch Foundation, Inc. of the 880,000 shares of Common
Page 8
Stock owned by it and the sale by Preston R. Tisch of 2,147,500 shares of Common
Stock on the same terms.
"Pursuant to the Underwriting Agreement, Laurence A. Tisch and Preston R.
Tisch each agreed that he would not make any sales of Common Stock without the
consent of the Underwriters until ninety days subsequent to the date of the
Underwriting Agreement.
"Preston R. Tisch, the brother of Laurence A. Tisch is the beneficial owner of
9,684,156 shares of the Common Stock constituting approximately 11.9% of such
shares outstanding.
[Amendment No. 5]
Item 5 is hereby amended to add the following.
"The Reporting Person is the direct beneficial owner of 18,059,998 shares of
the Common Stock, constituting approximately 15.7% of the total number of shares
outstanding. The Reporting Person has sole voting and investment power with
respect to such shares of Common Stock.
"The following table sets forth information with respect to sales of Common
Stock by the Reporting Person during the past sixty days. All such sales were
effected on the New York Stock Exchange.
Date of Sale Number of Shares Sold Price Per Share
- ------------ --------------------- ---------------
2/14/97 8,550 $103.000
2/14/97 9,500 103.250
2/14/97 1,800 103.500
2/14/97 1,950 103.625
2/14/97 550 103.750
2/14/97 3,650 104.000
2/18/97 27,500 102.500
2/18/97 4,150 102.750
2/18/97 5,000 102.875
2/18/97 25,850 103.000
2/18/97 12,500 103.250
2/18/97 5,000 103.500
2/18/97 5,000 103.750
2/18/97 7,500 104.000
2/19/97 1,000 103.125
2/19/97 1,250 103.250
2/19/97 2,750 103.500
2/19/97 2,500 103.625
2/19/97 7,250 104.000
2/19/97 250 104.125
2/20/97 3,050 102.750
2/20/97 11,250 103.000
2/21/97 2,200 102.875
2/24/97 1,000 103.375
2/24/97 43,750 105.000
2/24/97 3,900 105.125
Page 9
2/24/97 1,350 105.250
2/25/97 7,500 106.500
2/25/97 5,000 106.625
2/25/97 5,000 106.750
2/26/97 17,500 106.000
2/26/97 700 106.500
2/26/97 2,750 106.625
2/26/97 700 106.750
2/26/97 850 106.875
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to securities of the Issuer
-----------------------------------
None.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: March 3, 1997 By: /s/ Laurence A. Tisch
---------------------
Laurence A. Tisch
Page 10
