SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
----------------
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Loews Corporation
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[LOGO]
LOEWS
CORPORATION
667 Madison Avenue
New York, New York 10021-8087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 13, 2003
To the Shareholders:
The Annual Meeting of Shareholders of Loews Corporation (the "Company") will
be held at The Regency Hotel, 540 Park Avenue, New York, New York, on Tuesday,
May 13, 2003, at 11:00 A.M. New York City time, for the following purposes:
.. To elect eleven directors;
.. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of Deloitte & Touche LLP as independent certified
public accountants for the Company;
.. To consider and act upon four shareholder proposals; and
.. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on March 17, 2003 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
By order of the Board of Directors,
GARY W. GARSON
Secretary
Dated: March 31, 2003
SHAREHOLDERS ARE URGED 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.
LOEWS
CORPORATION
---------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Loews Corporation (the "Company") of proxies to be voted
at the Annual Meeting of Shareholders of the Company to be held May 13, 2003.
All properly executed proxies in the accompanying form received by the Company
prior to the meeting will be voted at the meeting. Any proxy may be revoked at
any time before it is exercised by giving notice in writing to the Secretary
of the Company, by granting a proxy bearing a later date or by voting in
person. The Company expects to mail proxy materials to the shareholders on or
about March 31, 2003. The mailing address of the Company is 667 Madison
Avenue, New York, N.Y. 10021-8087.
The Company has two classes of common stock outstanding and eligible to vote
at the meeting, namely its Common Stock ("Common Stock") and Carolina Group
stock ("Carolina Group stock"). As of March 17, 2003, the record date for
determination of shareholders entitled to notice of and to vote at the
meeting, there were 185,447,050 shares of Common Stock and 39,910,000 shares
of Carolina Group stock outstanding. Each outstanding share of Common Stock is
entitled to one vote and each outstanding share of Carolina Group stock is
entitled to 1/10 of a vote on all matters which may come before the meeting.
In accordance with the Company's by-laws and applicable law, the election of
directors will be determined by a plurality of the votes cast by the holders
of shares present in person or by proxy and entitled to vote. Consequently,
the eleven nominees who receive the greatest number of votes cast for election
as directors will be elected as directors of the Company. Shares present which
are properly withheld as to voting with respect to any one or more nominees,
and shares present with respect to which a broker indicates that it does not
have authority to vote ("broker non-votes") will not be counted. The
affirmative vote of shares representing a majority of the votes cast by the
holders of shares present and entitled to vote is required to approve each of
the other proposals to be voted on at the Annual 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. Broker non-votes are not counted as
present.
The Board of Directors of the Company has adopted a policy of
confidentiality regarding the voting of shares. Under this policy, all
proxies, ballots and voting tabulations in relation to shareholder meetings
that identify how an individual shareholder has voted will be kept
confidential from the Company and its employees, 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 the Company's transfer agent or another third
party, and not employees of the Company.
Principal Shareholders
The following table contains certain information as to all persons who, to
the knowledge of the Company, were the beneficial owners of 5% or more of the
outstanding shares of any class of the Company's voting securities. Except as
otherwise noted this information is as of February 28, 2003, and each person
has sole voting and investment power with respect to the shares set forth.
Amount
Beneficially Percent
Name and Address Title of Class Owned of Class
---------------- -------------- ------------ --------
Laurence A. Tisch (1) ..... Common Stock 30,125,756(2) 16.2%
667 Madison Avenue
New York, NY 10021-8087
Preston R. Tisch (1) ...... Common Stock 29,983,184(3) 16.2%
667 Madison Avenue
New York, NY 10021-8087
Dodge & Cox (4) ........... Common Stock 13,367,917 7.2%
One Samsome St., 35th Floor
San Francisco, CA 94104
FMR Corp. ("FMR") (5) ..... Carolina Group stock 7,627,500 19.1%
82 Devonshire Street
Boston, MA 02109
Ross Financial Corporation
(6) ..................... Carolina Group stock 3,146,200 7.9%
P.O. Box 31363-SMB
Grand Cayman,
Cayman Islands B.W.I.
AXA Financial, Inc. (7) ... Carolina Group stock 2,811,310 7.0%
1290 Avenue of the Americas
New York, NY 10104
(1) Laurence A. Tisch and Preston R. Tisch are each Co-Chairman of the Board
of the Company, and are brothers. James S. Tisch, President and Chief
Executive Officer and a director of the Company, and Andrew H. Tisch, Chairman
of the Executive Committee and a director of the Company, are sons of Mr. L.A.
Tisch. Jonathan M. Tisch, Chairman and Chief Executive Officer of Loews Hotels
and a director of the Company, is the son of Mr. P.R. 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 8,000,000 shares of Common Stock held by Mr. L.A. Tisch as
trustee of trusts for the benefit of his wife, as to which he has sole voting
and investment power. Also includes an aggregate of 11,507,760 shares of
Common Stock beneficially owned by Andrew H. Tisch, Daniel R. Tisch, James S.
Tisch and Thomas J. Tisch, each of whom is a son of Mr. L.A. Tisch. Because of
their family relationships, Mr. L.A. Tisch and his sons have reported their
ownership jointly, solely for informational purposes, in statements on
Schedule 13D filed with the Securities and Exchange Commission, but they have
not affirmed that they constitute a "group" for any purpose, and each person
has expressly disclaimed beneficial ownership of any shares beneficially owned
by any other person.
(3) Includes 9,195,188 shares of Common Stock held by Mr. P.R. Tisch as
trustee of trusts for the benefit of his wife, as to which he has sole voting
and investment power.
2
(4) This information is as of December 31, 2002 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, as
such, Dodge & Cox has sole voting power only with respect to 12,615,267
shares.
(5) This information is as of December 31, 2002 and is based on a Schedule
13G report filed by FMR. According to the report, Fidelity Management &
Research Company ("Fidelity"), 82 Devonshire Street, Boston, MA 02109, a
subsidiary of FMR, acts as an investment advisor to various investment
companies and, as such, has sole voting power only with respect to 117,130
shares. This Schedule 13G report was filed jointly by FMR, Fidelity, Edward C.
Johnson 3d and Abigail P. Johnson. Mr. Johnson is Chairman and Ms. Johnson is
a director of FMR. Mr. Johnson owns 12.0% and Ms. Johnson owns 24.5% of the
outstanding voting stock of FMR.
(6) This information is as of December 31, 2002 and is based on a Schedule
13G report filed by Ross Financial Corporation.
(7) This information is as of December 31, 2002 and is based on a Schedule
13G report filed by AXA Financial, Inc. According to the report, Alliance
Capital Management L.P., a subsidiary of AXA Financial, Inc., acts as an
investment advisor to various unaffiliated third-party client accounts and, as
such, has sole voting power only with respect to only 1,447,230 shares. This
Schedule 13G report was filed jointly by AXA Financial, Inc., AXA and four
French mutual insurance companies, as a group, as parent holding companies.
Each of the filing parties disclaims beneficial ownership of the shares
covered by this Schedule 13G.
Director and Officer Holdings
The following table sets forth certain information as to the shares of the
Company's voting securities beneficially owned by each director and nominee,
each executive officer named in the Summary Compensation Table, below, and all
executive officers and directors of the Company as a group, at February 28,
2003, based on data furnished by them.
Amount
Beneficially Percent
Name Title of Class Owned (1) of Class
---- -------------- ------------ --------
Joseph L. Bower Common Stock 2,000 (2) *
John Brademas Common Stock 4,220 (3) *
Paul J. Fribourg Common Stock 15,200 (4) *
Peter W. Keegan Common Stock 22,500 (5) *
Edward J. Noha Common Stock 4,600 (6) *
Philip A. Laskawy Common Stock 2,000 (7) *
Arthur L. Rebell Common Stock 23,500 (8) *
Gloria R. Scott Common Stock 1,600 (9) *
Andrew H. Tisch Common Stock 2,839,500 (10) 1.5%
James S. Tisch Common Stock 3,055,500 (11) 1.6%
Jonathan M. Tisch Common Stock 878,704 (12) *
Laurence A. Tisch Common Stock 18,617,996 (13) 10.0%
Preston R. Tisch Common Stock 29,983,184 (14) 16.2%
Fred Wilpon Common Stock 3,200 (15) *
All executive officers and Common Stock 55,481,054 (16) 29.8%
directors as a group
(16 persons including
those listed above)
* 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.
3
(2) Represents 2,000 shares of Common Stock issuable upon the exercise of
options granted under the Loews Corporation 2000 Stock Option Plan (the "Loews
Stock Option Plan") which are currently exercisable.
(3) Includes 2,000 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable.
(4) Includes 12,000 shares owned by an affiliate of ContiGroup Companies,
Inc. ("ContiGroup"). Mr. Fribourg is an executive officer of ContiGroup. Mr.
Fribourg disclaims beneficial interest in these shares. Also includes 3,200
shares of Common Stock issuable upon the exercise of options granted under the
Loews Stock Option Plan which are currently exercisable.
(5) Represents 22,500 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. In addition, Mr. Keegan owns beneficially 1,000 shares of the
common stock of Diamond Offshore Drilling, Inc., a 54% owned subsidiary of the
Company ("Diamond Offshore").
(6) Includes 1,600 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. In addition, Mr. Noha owns beneficially 1,647 shares of the
common stock of CNA Financial Corporation, a 90% owned subsidiary of the
Company ("CNA").
(7) Represents 2,000 shares of Common Stock owned beneficially by the wife
of Mr. Laskawy.
(8) Includes 22,500 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. In addition, Mr. Rebell owns beneficially 7,034 shares of the
common stock of CNA, including 2,020 shares with respect to which he has
shared voting and investment power, and 6,000 shares of the common stock of
Diamond Offshore, including 5,500 shares issuable upon the exercise of options
which are currently exercisable.
(9) Represents 1,600 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable.
(10) Includes 30,000 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. Also includes 2,765,500 shares of Common Stock held by trusts of
which Mr. A.H. Tisch is the managing trustee and beneficiary and 40,000 shares
of Common Stock held by a charitable foundation as to which Mr. A.H. Tisch has
shared voting and investment power.
(11) Includes 30,000 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. Also includes 2,765,500 shares of Common Stock held by trusts of
which Mr. J.S. Tisch is the managing trustee and beneficiary and 100,000
shares of Common Stock 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 35,000 shares of Diamond Offshore common stock, including 30,000
shares issuable upon the exercise of options which are currently exercisable,
and 6,100 shares of CNA common stock, held by a trust of which Mr. J.S. Tisch
is the managing trustee and beneficiary.
(12) Includes 30,000 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable. Also includes 618,704 shares of Common Stock held by a trust of
which Mr. J.M. Tisch is the managing trustee and beneficiary and 130,000
shares of Common Stock held by a charitable foundation as to which Mr. J.M.
Tisch has shared voting and investment power.
(13) Includes 8,000,000 shares of Common Stock held by Mr. L.A. Tisch as
trustee of trusts for the benefit of his wife, as to which he has sole voting
and investment power. Does not include 11,507,760 shares of Common Stock held
by the sons of Mr. L.A. Tisch as reported on the Principal Shareholders table.
(14) Includes 9,195,188 shares of Common Stock held by Mr. P.R. Tisch as
trustee of trusts for the benefit of his wife, as to which he has sole voting
and investment power.
(15) Represents 3,200 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable.
4
(16) Includes 175,950 shares of Common Stock issuable upon the exercise of
options granted under the Loews Stock Option Plan which are currently
exercisable.
ELECTION OF DIRECTORS
(Proposal No. 1)
Pursuant to the by-laws of the Company, the number of directors constituting
the full Board of Directors has been fixed by the Board at eleven.
Accordingly, action will be taken at the meeting to elect a Board of eleven
directors to serve until the next Annual Meeting of Shareholders and until
their respective successors are duly elected and qualified. It is the
intention of the persons named in the accompanying form of proxy, unless
shareholders otherwise specify by their proxies, to vote for the election of
the nominees named below, each of whom is now a director. The Board of
Directors has no reason to believe that any of the persons named will be
unable or unwilling to serve as a director. Should any of the nominees be
unable or unwilling to serve, it is intended that proxies will be voted for
the election of a substitute nominee or nominees selected by the Board of
Directors. Set forth below is the name, age, principal occupation during the
past five years and other information concerning each nominee.
Joseph L. Bower, 65 - Donald K. David Professor of Business Administration
at Harvard University. Professor Bower is also a director of Anika
Therapeutics, Inc., Brown Shoe Company, Inc., ML Lee Acquisition Funds, New
America High Income Fund, Inc., Sonesta International Hotels Corporation and T
H Lee-Putnam EO Fund. He has been a director of the Company since 2001.
John Brademas, 76 - President Emeritus of New York University. Mr. Brademas
is also a director of Kos Pharmaceuticals, Inc. Mr. Brademas has been a
director of the Company since 1982 and is chairman of the Compensation
Committee.
Paul J. Fribourg, 49 - Chairman of the Board, President and Chief Executive
Officer of ContiGroup (cattle feeding and pork and poultry production). Mr.
Fribourg is also a director of Premium Standard Farms, Inc., Vivendi
Universal, S.A. and Wyndham International, Inc. He has been a director of the
Company since 1997 and is chairman of the Audit Committee and a member of the
Compensation Committee.
Philip A. Laskawy, 61 - Former Chairman and Chief Executive Officer of Ernst
& Young (public accounting and auditing) from 1998 to 2001. Mr. Laskawy is
also a director of General Motors Corporation, Heidrick & Struggles
International, Inc., Henry Schein, Inc. and The Progressive Corporation. He
has been a director of the Company since January 2003 and is a member of the
Audit Committee.
Gloria R. Scott, 64 - Owner of G. Randle Services (consulting services). Dr.
Scott served as president of Bennett College in Greensboro, North Carolina
until 2001. She has been a director of the Company since 1990 and is a member
of the Audit Committee.
Andrew H. Tisch, 53 - Chairman of the Executive Committee and a member of
the Office of the President of the Company since 1999. Prior thereto he had
been chairman of the Management Committee of the Company. Mr. Tisch is
chairman of the board of Bulova Corporation ("Bulova"), a 97% owned subsidiary
of the Company, and a director of Canary Wharf Group plc. and Zale
Corporation. Mr. Tisch has been a director of the Company since 1985.
James S. Tisch, 50 - President and Chief Executive Officer and a member of
the Office of the President of the Company since 1999. Prior thereto he had
been president and chief operating officer of
5
the Company since 1994. He is also a director of BKF Capital Group, Inc., CNA
and Vail Resorts, Inc. and chairman of the board and chief executive officer
of Diamond Offshore. Mr. Tisch has been a director of the Company since 1986
and is a member of the Finance Committee.
Jonathan M. Tisch, 49 - Chairman and Chief Executive Officer of Loews Hotels
since 2001, and a member of the Office of the President of the Company since
1999. Prior to 2001, Mr. Tisch had been president and chief executive officer
of Loews Hotels. He has been a director of the Company since 1986 and is a
member of the Executive Committee.
Laurence A. Tisch, 80 - Co-Chairman of the Board of the Company. Prior to
1999, Mr. Tisch had also been co-chief executive officer of the Company. Mr.
Tisch is a director of CNA and Bulova. Mr. Tisch also serves as a director of
Automatic Data Processing, Inc. He has been a director of the Company since
1959 and is a member of the Finance Committee.
Preston R. Tisch, 76 - Co-Chairman of the Board of the Company. Prior to
1999, Mr. Tisch had also been co-chief executive officer of the Company. Mr.
Tisch had been a director of the Company from 1960 to 1986, when he resigned
to serve as postmaster general of the United States. He was re-elected a
director of the Company in March 1988. He is a director of Bulova, CNA and
Hasbro, Inc.
Fred Wilpon, 66 - Chairman of the Board of Sterling Equities, Inc. (real
estate investments). Mr. Wilpon is also the chairman of the board, chief
executive officer and owner of Sterling Doubleday Enterprises, L.P. (New York
Mets baseball team) and a director of Bear Stearns Companies, Inc. He has been
a director of the Company since 2000 and is a member of the Compensation
Committee.
Committees
The Company has an Audit Committee, a Compensation Committee, an Executive
Committee and a Finance Committee. The Company's Incentive Compensation
Committee was redesignated as its Compensation Committee in January 2003. The
Company has no nominating committee.
Attendance at Meetings
During 2002 there were seven meetings of the Board of Directors, eight
meetings of the Audit Committee and three meetings of the Incentive
Compensation Committee. Each director of the Company attended not less than
75% of the total number of meetings of the Board of Directors and committees
of the Board on which that director served during 2002.
Director Compensation
Under the Company's director compensation policy in effect during 2002, each
director who is not an employee of the Company had the right to elect to
receive for each calendar quarter either an award of an option to purchase 400
shares of the Company's Common Stock in accordance with the terms of the Loews
Stock Option Plan, or $6,250, for serving as a director. In addition, members
of the Audit Committee and of the Incentive Compensation Committee received
$1,000 for each meeting attended during 2002. In 2003 the Company's director
compensation policy was revised. Under the revised policy, each director who
is not an employee of the Company will receive an award of an option to
purchase 400 shares of the Company's Common Stock and $6,250 each quarter for
serving as a director. In addition, members of the Audit Committee and the
Compensation Committee will be paid $2,000 and $1,000, respectively, for each
committee meeting attended.
6
AUDIT COMMITTEE REPORT
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility to oversee management's conduct of
the Company's financial reporting process, including review of the financial
reports and other financial information of the Company, the Company's systems
of internal accounting, the Company's financial controls, and the annual
independent audit of the Company's financial statements. The Company's Board
of Directors has adopted a written charter under which the Audit Committee
operates and has determined that all members of the Committee are
"independent" in accordance with the currently applicable rules of The New
York Stock Exchange. The Company's management is responsible for its financial
statements and reporting process, including its system of internal controls.
The Company's independent auditors are responsible for expressing an opinion
on the conformity of the Company's audited financial statements with
accounting principles generally accepted in the United States.
In fulfilling its responsibilities, the Audit Committee has reviewed and
discussed the Company's audited financial statements for the year ended
December 31, 2002 with the Company's management and independent auditors. The
Audit Committee has also discussed with the Company's independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. In addition, the Audit
Committee has discussed with the independent auditors their independence in
relation to the Company and its management, including the matters in the
written disclosures provided to the Audit Committee as required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and has considered whether the provision of non-audit
services provided by the auditors is compatible with maintaining the auditors'
independence.
The members of the Audit Committee rely without independent verification on
the information provided to them by management and the independent auditors
and on management's representation that the Company's financial statements
have been prepared with integrity and objectivity. They do not provide any
expert or special assurance as to the Company's financial statements or any
professional certification as to the independent auditors' work. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has applied appropriate accounting and financial
reporting principles or internal controls and procedures, that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the Company's financial statements
are presented in accordance with generally accepted accounting principles, or
that the Company's auditors are in fact "independent."
Based upon the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002 to be filed with the Securities and Exchange
Commission.
By the Audit Committee: Paul J. Fribourg Philip A. Laskawy Gloria R. Scott
EXECUTIVE COMPENSATION
The following table sets forth information for the years indicated regarding
the compensation of the Chief Executive Officer and each of the other four
most highly compensated executive officers of the Company as of December 31,
2002 (the "Named Executive Officers"), for services in all capacities to the
Company and its subsidiaries.
7
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------------------- -------------
Securities
Underlying All Other
Name and Position Year Salary(1) Bonus Options Compensation
----------------- ---- -------- ----- ---------- ------------
J.S. Tisch 2002 $1,208,711(2) $850,000(3) 20,000 $48,336(4)
Chief Executive 2001 1,294,388(2) 20,000 50,955(4)
Officer, Office of 2000 1,284,657(2) 425,000(3) 20,000 56,475(4)
the President
A.H. Tisch 2002 908,711 850,000(3) 20,000 8,547(5)
Chairman of the 2001 993,388 20,000 8,652(5)
Executive Committee 2000 985,782 425,000(3) 20,000 16,316(5)
Office of the
President
J.M. Tisch 2002 908,711 850,000(3) 20,000 7,826(5)
Chairman and 2001 993,388 20,000 8,189(5)
Chief Executive 2000 983,657 425,000(3) 20,000 14,245(5)
Officer of Loews
Hotels, Office of
the President
A.L. Rebell 2002 982,121 1,650,000(6) 15,000 7,700(5)
Senior Vice 2001 983,478 1,200,000(7) 15,000 6,513(5)
President, Chief 2000 983,507 950,000(7) 15,000 6,800(5)
Investment
Officer
P.W. Keegan 2002 995,672 75,000(6) 15,000 7,677(5)
Senior Vice 2001 997,031 50,000(8) 15,000 6,800(5)
President, Chief 2000 901,940 15,000 6,800(5)
Financial Officer
(1) Salary includes payments to the named individual based on benefit
choices under the Company's flexible benefits plan.
(2) Includes compensation for services as chief executive officer of Diamond
Offshore of $300,000.
(3) Represents, for 2000 and 2002, payouts under the Company's Incentive
Compensation Plan for Executive Officers (the "Incentive Compensation Plan")
based upon an award granted in 2000 and 2002, and includes, for 2002, an
unfunded supplemental retirement account credit of $250,000, exclusive of
interest and pay-based credits (see "Employment Agreements," below).
(4) Includes the annual contribution under the Company's Employees Savings
Plan and related allocation under the Company's Benefit Equalization Plan (see
"Pension Plan," below) aggregating $7,827, $8,192 and $14,247 for 2002, 2001
and 2000, respectively. Also includes director's fees paid by CNA amounting to
$33,000 for each of 2002 and 2000, and $35,000 for 2001, and insurance
premiums and retirement plan contributions paid by Diamond Offshore of $7,509
for 2002, $7,763 for 2001 and $9,228 for 2000.
(5) Represents the annual contribution under the Company's Employees Savings
Plan and any related allocation under the Benefit Equalization Plan.
8
(6) Represents a payout under the Incentive Compensation Plan based upon an
award granted in 2002.
(7) Includes, for 2000, a payout under the Incentive Compensation Plan in
the amount of $800,000 based on an award granted in 2000, and, for 2001 and
2000, unfunded supplemental retirement account credits, exclusive of interest
and pay-based credits, of $1,200,000 and $150,000, respectively. On the last
day of each calendar year Mr. Rebell's supplemental retirement account is
credited with the interest credit and, for each calendar year in which the
account is credited by the Company with additional supplemental benefits, the
pay-based credit established under the Company's Retirement Plan (see "Pension
Plan," below).
(8) Represents an unfunded supplemental retirement account credit, exclusive
of interest credits. On the last day of each calendar year Mr. Keegan's
supplemental retirement account is credited with the interest credit
established under the Retirement Plan.
Stock Option Plan
The following table sets forth information regarding grants of options to
acquire shares of Common Stock under the Loews Stock Option Plan that were
made during the fiscal year ended December 31, 2002 to each of the Named
Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Rates of Stock
Price Appreciation for
Individual Grants(1) Option Term
------------------------------------------------------- --------------------------
Percent of
No. of Total Options
Securities Granted to Exercise
Underlying Employees Price Per Expiration
Name Option Granted in Fiscal Year Share(2) Date 5% 10%
---- -------------- -------------- --------- ---------- -- ---
J.S. Tisch 20,000 6.34% $59.13 1/30/12 $727,768 $1,859,341
A.H. Tisch 20,000 6.34 59.13 1/30/12 727,768 1,859,341
J.M. Tisch 20,000 6.34 59.13 1/30/12 727,768 1,859,341
A.L. Rebell 15,000 4.76 59.13 1/30/12 545,826 1,394,506
P.W. Keegan 15,000 4.76 59.13 1/30/12 545,826 1,394,506
(1) Options granted in 2002 to each of the named individuals become
exercisable at a rate of 25% per year beginning on the first anniversary of
the grant date.
(2) Represents 100% of the fair market value of the Common Stock on the
grant date.
The following table sets forth information regarding the exercise of stock
options during the fiscal year ended December 31, 2002 by each of the Named
Executive Officers.
9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-the-Money Options
Name on Exercise Realized Options at Fiscal Year-End at Fiscal Year-End (1)
---- ----------- -------- -------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
J.S. Tisch 0 -- 15,000 45,000 $142,850 $142,850
A.H. Tisch 0 -- 15,000 45,000 142,850 142,850
J.M. Tisch 0 -- 15,000 45,000 142,850 142,850
A.L. Rebell 0 -- 11,250 33,750 107,138 107,138
P.W. Keegan 0 -- 11,250 33,750 107,138 107,138
(1) Fair market value of underlying securities as of December 31, 2002,
minus the exercise price.
Employment Agreements
Effective as of January 1, 2003 the employment agreement which the Company
maintains with each of Messrs. A.H. Tisch, J.S. Tisch and J.M. Tisch was
amended to expire on December 31, 2003. Each agreement provides for a basic
salary of $800,000 per annum, subject to such increases as the Board of
Directors may from time to time determine in its sole discretion. These
agreements also provide the right to participate in the Incentive Compensation
Plan. In addition, effective January 1, 2002 the Company entered into a
supplemental retirement agreement with each of the Messrs. Tisch supplementing
the retirement benefits to which each is entitled under the Retirement Plan.
Each supplemental retirement agreement provides for the establishment of an
unfunded supplemental retirement account for the executive. Each supplemental
retirement account became vested in the amount of $250,000 on December 31,
2002, pursuant to the supplemental retirement agreement entered into effective
January 1, 2002, and will become vested with an additional $250,000 on
December 31, 2003, pursuant to an amendment to each agreement effective as of
January 1, 2003. Amounts vested in any year are credited with the pay-based
credit established under the Retirement Plan. In addition, on the last day of
each calendar year each account's balance will be credited with the interest
credit established under the Retirement Plan. Upon retirement, each of the
Messrs. Tisch will receive the value of his account in the form of an annuity
or, if he so requests and the Company's Board of Directors approves, in a
single lump sum payment.
Pension Plan
The Company provides a funded, tax qualified, non-contributory retirement
plan for salaried employees, including executive officers (the "Retirement
Plan") and an unfunded, non-qualified, non-contributory Benefit Equalization
Plan (the "Benefit Equalization Plan") which provides for the accrual and
payment of benefits which are not available under tax qualified plans such as
the Retirement Plan. The following description of the Retirement Plan gives
effect to benefits provided under the Benefit Equalization Plan.
The Retirement Plan is structured as a cash balance plan. A cash balance
plan is a form of non-contributory, defined benefit pension plan in which the
value of each participant's benefit is expressed as a nominal cash balance
account established in the name of the participant. Under the cash balance
plan
10
each participant's account is increased annually by a "pay-based credit" based
on a specified percentage of annual earnings (based on the participant's age)
and an "interest credit" based on a specified interest rate (which is
established annually for all participants), except for accounts of
participants older than 65 years of age, which are increased only by the
greater of those two amounts. At retirement or termination of employment, a
vested participant is entitled to receive the cash balance account in a lump
sum or to convert the account into a monthly annuity. Compensation covered
under the Retirement Plan consists of salary paid by the Company and its
subsidiaries included under the heading "Salary" in the Summary Compensation
Table above. In addition, awards under the Incentive Compensation Plan are
deemed compensation for purposes of the Benefit Equalization Plan. Pension
benefits are not subject to reduction for Social Security benefits or other
amounts.
Participants with at least five years of service whose combined age and
years of service equaled at least 60, or at least 18 years of service whose
combined age and service equaled at least 58 at January 1, 1998 (the year that
the Retirement Plan was converted into a cash balance plan), are entitled to a
minimum retirement benefit ("Minimum Benefit") equal to the benefit they would
have earned under the Retirement Plan before its conversion to a cash balance
plan. This Minimum Benefit is based upon the average final compensation (i.e.,
the highest average annual salary during any period of five consecutive years
of the ten years immediately preceding retirement) and years of credited
service with the Company. The following table shows estimated annual benefits
upon retirement under the Retirement Plan, based on the Minimum Benefit, for
various average compensation and credited service based upon normal retirement
at January 1, 2003 and a straight life annuity form of pension. Each of the
Named Executive Officers qualifies for the Minimum Benefit except for Messrs.
Rebell and Keegan. It is currently estimated that the balance of the account
maintained under the Retirement Plan for Messrs. Rebell and Keegan will be
approximately $3,986,275 and $1,949,149, respectively, when each reaches the
normal retirement age of 65, based on actual interest credits of 4.05% and
4.65% for 2003 and 2002, respectively, and assuming annual interest credits of
5.0% for 2004 and later and no increases in the amount of each executive's
earnings.
PENSION PLAN TABLE
Average Final Estimated Annual Pension for
Compensation Representative Years of Credited Service
------------- ----------------------------------------
20 25 30 35 40 45
-- -- -- -- -- --
$ 400,000 $ 96,000 $126,400 $158,400 $ 190,400 $ 222,400 $ 254,400
600,000 144,000 189,600 237,600 285,600 333,600 381,600
800,000 192,000 252,800 316,800 380,800 444,800 508,800
1,000,000 240,000 316,000 396,000 476,000 556,000 636,000
1,200,000 288,000 379,200 475,200 571,200 667,200 763,200
1,400,000 336,000 442,400 554,400 666,400 778,400 890,400
1,600,000 384,000 505,600 633,600 761,600 889,600 1,017,600
1,800,000 432,000 568,800 712,800 856,800 1,000,800 1,144,800
2,000,000 480,000 632,000 792,000 952,000 1,112,000 1,272,000
2,200,000 528,000 695,200 871,200 1,047,200 1,223,200 1,399,200
2,400,000 576,000 758,400 950,400 1,142,400 1,334,400 1,526,400
The years of credited service of Messrs. A.H. Tisch, J.M. Tisch and J.S.
Tisch are twenty-nine, twenty-three and twenty-five, respectively.
Amounts paid to Mr. J.S. Tisch by Diamond Offshore included in the Summary
Compensation Table are not covered by the Retirement Plan. Diamond Offshore
maintains a tax qualified defined
11
contribution retirement plan which provides that Diamond Offshore contribute
3.75% of each participant's defined compensation and match 25% of the first 6%
of compensation voluntarily contributed by each participant. Participants are
fully vested immediately upon enrollment in the plan. Diamond Offshore's 3.75%
contribution on behalf of Mr. J.S. Tisch amounted to $7,500 in 2002.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
General
The Company's policy with respect to executive compensation for 2002 was
established by the Board of Directors. In January 2003, the Board redesignated
its Incentive Compensation Committee as the Company's new Compensation
Committee. The members of the Compensation Committee are John Brademas
(chairman), Paul J. Fribourg and Fred Wilpon. The Compensation Committee is
responsible for providing oversight of executive officer compensation, review
and approval of the compensation of the Company's Chief Executive Officer, and
the administration and granting of awards under the Incentive Compensation
Plan, the Loews Stock Option Plan and the Carolina Group 2002 Stock Option
Plan.
The overall objective of the Company's executive compensation policy is to
attract and retain highly qualified executive officers and motivate them to
provide a high level of performance for the benefit of the Company and its
shareholders. The Board believes that to accomplish these objectives
compensation packages should provide executive officers with market
competitive base salaries and the opportunity to earn additional compensation
based upon the Company's financial performance and the performance of the
Company's stock. Accordingly, the Company's compensation policy for its
executive officers features three principal components: base salary, incentive
compensation awards and stock option grants.
The primary component of compensation for the Company's executive officers
is base salary. Base salary levels for the Company's executive officers are
determined based upon an evaluation of a number of factors, including the
individual's level of responsibility, experience, performance and competitive
market practices as determined by the Company's participation in and analysis
of two management compensation surveys, and a review of other published data
relating to executive compensation. The two surveys in which the Company
participates have been selected primarily because of the broad range of
companies of various sizes included in them, the manner in which the
information is presented and, with respect to one survey, the consistency of
the data presented. One of these surveys includes five of the eighteen
companies included in the Standard & Poor's Diversified Financial Services
Index and the other survey includes three of the companies included in that
index (see "Stock Price Performance Graph," below). The Company targets base
salary levels for its executive officers (as well as salaried employees
generally) between the 50th and 75th percentiles of those paid by companies
with comparable revenues. However, as a result of job performance evaluations
and length of service, the base salary levels of a majority of the Company's
executive officers fall above these parameters.
The second principal component of the Company's compensation policy for
executive officers consists of awards under its Incentive Compensation Plan.
Under this plan, cash awards may be granted to the Company's highest paid
executive officers based on the attainment of specified performance goals in
relation to the after tax net income of the Company. Information with respect
to awards granted under this plan for 2002 to the Company's Chief Executive
Officer and the other Named Executive Officers is included in the Summary
Compensation Table, above.
12
The third principal component of the Company's compensation policy for
executive officers consists of grants under the Loews Stock Option Plan. Under
this plan, stock options may be granted to executive officers at exercise
prices equal to not less than the fair market value of the Company's Common
Stock as of the date of grant. This element of the Company's compensation
policy provides the opportunity for the Company's executive officers to be
compensated based upon increases in the market price of the Company's Common
Stock. Information with respect to stock options granted under this plan to
the Company's Chief Executive Officer and the other Named Executive Officers
in 2002 is described under "Stock Option Plan," above. In addition, from time
to time, the Company's compensation of executive officers has included
supplemental retirement benefits credited pursuant to supplemental retirement
agreements negotiated between the Company and the Named Executive Officers.
Such benefits granted to the Company's Chief Executive Officer and other Named
Executive Officers in 2002 are described in the Summary Compensation Table,
above.
Chief Executive Officer
The base salary of the Company's Chief Executive Officer for 2002 was
established pursuant to the employment agreement negotiated between the
Company and the Chief Executive Officer. This employment agreement provides
for increases in remuneration as the Board of Directors may from time to time
determine in its sole discretion. In addition, the Chief Executive Officer
received a supplemental retirement benefit in 2002 and will receive an
additional supplemental retirement benefit in 2003 pursuant to a supplemental
retirement agreement negotiated between the Company and the Chief Executive
Officer. See "Employment Agreements," above. Each of the Chief Executive
Officer's employment agreement and supplemental retirement agreement was
reviewed by the Company's Incentive Compensation Committee, and approved by
the full Board based on that committee's recommendation. Consistent with the
Company's compensation policy concerning executive officers generally,
compensation to the Company's Chief Executive Officer also includes awards
under the Company's Incentive Compensation Plan and grants of stock options
under the Loews Stock Option Plan. Each of these awards was reviewed and
granted by the Company's Incentive Compensation Committee.
Internal Revenue Code
Under the Internal Revenue Code, the amount of compensation paid to or
accrued for the Chief Executive Officer and the four other most highly
compensated executive officers which may be deductible by the Company for
federal income tax purposes is limited to $1 million per person per year,
except that compensation which is considered to be "performance-based" under
the Internal Revenue Code and the applicable regulations is excluded for
purposes of calculating the amount of compensation.
To the extent the Company's compensation policy can be implemented in a
manner which maximizes the deductibility of compensation paid by the Company,
the Board of Directors seeks to do so. Accordingly, the Company has designed
both the Incentive Compensation Plan and the Loews Stock Option Plan so that
compensation in the form of awards or grants made under either plan will be
considered to be "performance-based" under the applicable provisions of the
Internal Revenue Code.
By the Board of Directors: Joseph L. Bower Edward J. Noha Jonathan M. Tisch
John Brademas Gloria R. Scott Laurence A. Tisch
Paul J. Fribourg Andrew H. Tisch Preston R. Tisch
Philip A. Laskawy James s. Tisch Fred Wilpon
13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company did not have a Compensation Committee during 2002. Messrs. A.H.
Tisch, J.M. Tisch, J.S. Tisch, L.A. Tisch and P.R. Tisch, each of whom were
directors of the Company during 2002, also served as officers of the Company
or its subsidiaries during 2002. In addition, Bernard Myerson and Edward J.
Noha, who were directors of the Company during 2002, had formerly served as
officers of the Company or its subsidiaries.
CERTAIN TRANSACTIONS
Messrs. L.A. Tisch and P.R. Tisch, Co-Chairmen of the Board of Directors,
and their affiliates reimbursed to the Company approximately $5,219,000 in the
aggregate for the utilization by them of the services of certain employees and
facilities of the Company during 2002. On January 1, 2003 individuals who
provided these services became employees of new entities including entities
established by the Messrs. Tisch and their affiliates. The termination of
employment with the Company would have resulted in the forfeiture of certain
retirement benefits for six individuals, the cost of which had been included
in the reimbursement referred to above. In order to prevent the loss of these
benefits, the Company has amended its Retirement Plan to count service with
the new employer solely for the purpose of determining vesting and eligibility
for benefits. These benefits aggregated in value approximately $277,000 based
upon the actuarial assumptions provided in the Retirement Plan. The terms of
the amendment were reviewed by the Company's Audit Committee and approved by
the Board of Directors upon that committee's recommendation. None of the
Messrs. L.A. Tisch, P.R. Tisch, A.H. Tisch, J.S. Tisch or J.M. Tisch
participated in the deliberation or vote on this matter.
The Company provides an apartment at a Company operated hotel in New York
City for the use of Preston R. Tisch, for the convenience of the Company and
its hotel subsidiary, at an incremental cost to the Company of approximately
$670,000 in 2002.
During 2002 the Company and its subsidiaries paid brokerage commissions
aggregating approximately $348,000 to a securities firm in which Daniel R.
Tisch, a son of Laurence A. Tisch, is a principal shareholder, officer and
director. Similar transactions with such firm may be expected to occur in the
future.
In September 2001, the Company provided a ten year loan to Arthur L. Rebell,
its Chief Investment Officer and Senior Vice President, in the original
principal amount of $550,000, with interest of 4.82% per annum payable
annually. On October 2, 2002, the aggregate principal and interest amount of
this loan, $551,598, was repaid in full.
See "Compensation Committees Interlocks and Insider Participation" above,
for information with respect to relationships between certain members of the
Board of Directors and the Company.
STOCK PRICE
PERFORMANCE GRAPHS
The following graph compares the total annual return of the Company's Common
Stock, the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index") and
the Standard & Poor's Diversified Financial Services Index ("S&P Financial
Diversified") for the five years ended December 31, 2002. The graph assumes
that the value of the investment in the Company's Common Stock and each index
was $100 on December 31, 1997 and that all dividends were reinvested.
14
[GRAPH]
[leave 3 1/4" space]
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
Common Stock 100.00 93.58 58.59 101.56 109.75 89.14
S&P 500 Index 100.00 128.58 155.63 141.46 124.65 97.10
S&P Financial Diversified 100.00 122.18 161.43 204.43 179.16 141.55
The Company's Carolina Group stock commenced trading on February 1, 2002.
Accordingly, the following graph compares the total return of the Carolina
Group stock, the S&P 500 Index and the Standard & Poor's Tobacco Index ("S&P
Tobacco Index") for the period from February 1, 2002 to December 31, 2002. The
graph assumes that the value of the investment in the Company's Carolina Group
stock and each index was $100 on February 1, 2002 and that all dividends were
reinvested.
[GRAPH]
[leave 3 1/4" space]
Feb. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
2002(1) 2002 2002 2002 2002 2002 2002 2002 2002 2002 2002 2002
Carolina
Group
stock 100.00 102.23 103.06 112.78 112.35 94.24 86.05 91.78 66.66 70.87 67.17 73.56
S&P 500
Index 100.00 105.65 109.62 102.98 102.22 94.94 87.54 88.11 78.53 85.45 90.48 85.16
S&P Tobacco
Index 100.00 100.00 101.71 105.04 109.98 85.68 89.39 97.46 78.49 80.33 75.00 81.75
(1) Carolina Group stock commenced trading on February 1, 2002.
15
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Proposal No. 2)
The Board of Directors of the Company, based upon a recommendation from the
Audit Committee, has selected the firm of Deloitte & Touche LLP, independent
certified public accountants, as the principal independent auditors of the
Company for the year ending December 31, 2003, subject to ratification by the
shareholders. Deloitte & Touche LLP served as the Company's independent
auditors during 2002. If the appointment of the firm of Deloitte & Touche LLP
is not approved or if that firm declines to act or their employment is
otherwise discontinued, the Board of Directors or the Audit Committee will
appoint other independent auditors. Representatives of Deloitte & Touche LLP
are expected to be present at the Annual Meeting, at which time they will be
available to respond to appropriate questions from shareholders and be given
an opportunity to make a statement if they desire to do so.
Audit Fees
The aggregate fees, including expenses reimbursed, billed by Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte & Touche") for professional services
rendered for the audit of the consolidated financial statements of the Company
and its subsidiaries for 2002 and the reviews of the Company's quarterly
financial statements during 2002 were approximately $7,876,000.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche was not engaged to perform information technology services
relating to financial information systems design and implementation for the
Company or its subsidiaries during 2002.
All Other Fees
The aggregate fees, including expenses reimbursed, billed by Deloitte &
Touche for services rendered to the Company and its subsidiaries, other than
the services described above under "Audit Fees", for 2002 were approximately
$13,638,000, including audit related services of approximately $1,252,000 and
non-audit services of approximately $12,386,000. Audit related services
generally include fees for consents and comfort letters, audits of the
Company's employee benefit plans and accounting consultations. The fees billed
for non-audit services include approximately $11,300,000 of fees billed by
Deloitte Consulting for services to CNA and its subsidiaries. Deloitte &
Touche has publicly announced its intent to separate Deloitte Consulting from
the firm.
The Company's Audit Committee has considered whether the provision of the
non-audit services provided by Deloitte & Touche to the Company is compatible
with maintaining Deloitte & Touche's independence.
The Board of Directors recommends a vote FOR Proposal No. 2.
16
SHAREHOLDER PROPOSALS
The Company has been advised that the four shareholder proposals described
below will be presented at the Annual Meeting. For the reasons set forth
below, the Board of Directors recommends a vote against each proposal.
SHAREHOLDER PROPOSAL RELATING TO
CUMULATIVE VOTING
(Proposal No. 3)
Evelyn Y. Davis, 2600 Virginia Avenue, N.W., Washington, D.C. 20037, owner
of 244 shares of Common Stock, has notified the Company in writing that she
intends to present the following resolution at the Annual Meeting for action
by the shareholders:
"RESOLVED: That the stockholders of Loews, assembled in Annual Meeting in
person and by proxy, hereby request the Board of Directors to take the
necessary steps to provide for cumulative voting in the election of directors,
which means each stockholder shall be entitled to as many votes as shall equal
the number of shares he or she owns multiplied by the number or directors to
be elected, and he or she may cast all of such votes for a single candidate,
or any two or more of them as he or she may see fit.
"REASONS: Many states have mandatory cumulative voting, so do National
Banks.
"In addition, many corporations have adopted cumulative voting.
"If you AGREE, please mark your proxy FOR this resolution."
The Board of Directors recommends a vote AGAINST Proposal No. 3.
The Board of Directors believes that the present system of voting for
directors, in which all directors are elected by a plurality of the votes
cast, is the fairest and most preferable method for selecting directors. The
Board is opposed to cumulative voting because cumulative voting could make it
possible for a special interest group, which may not represent the interests
of all shareholders, to elect one or more directors beholden only to that
special interest group. The aims of such special interest group may be adverse
to those of the Company and its shareholders as a whole and therefore could
impede the Board's power to act on behalf of the Company and all of its
shareholders. Accordingly, the Board of Directors recommends a vote against
this proposal.
SHAREHOLDER PROPOSAL RELATING TO
AUDITOR CONFLICTS
(Proposal No. 4)
The Sheet Metal Workers' National Pension Fund, Edward F. Carlough Plaza,
601 North Fairfax Street, Suite 500, Alexandria, Virginia 22314, owner of
4,400 shares of Common Stock, has notified the Company in writing that it
intends to present the following resolution at the Annual Meeting for action
by the shareholders:
"Resolved, that the shareholders of Loews Corporation ("Company") request
that the Board of Directors adopt a policy stating that the public accounting
firm retained by our Company to provide audit services, or any affiliated
company, should not also be retained to provide any management consulting
services to our Company.
17
"Statement of Support: The role of independent auditors in ensuring the
integrity of the financial statements of public corporations is fundamentally
important to the efficient and effective operation of the financial markets.
The U.S. Securities and Exchange Commission recently stated:
"Independent auditors have an important public trust. Investors must be able
to rely on issuers' financial statements. It is the auditor's opinion that
furnishes investors with critical assurance that the financial statements have
been subjected to a rigorous examination by an objective, impartial, and
skilled professional, and that investors, therefore, can rely on them. If
investors do not believe that an auditor is independent of a company, they
will derive little confidence from the auditor's opinion and will be far less
likely to invest in that public company's securities. Final Rule: Revision of
the Commission's Auditor Independence Requirements, Release No. 33-7919, Feb.
5, 2001.
"We believe that today investors seriously question whether auditors are
independent of the company and corporate management that retain them. A major
reason for this skepticism, we believe, is that management of once admired
companies such as Enron, Tyco, and WorldCom have misled investors and their
auditors have either been complicit or simply inept. Over the last year
hundreds of billions of dollars in market value have vanished as investors
have lost confidence in the integrity of our markets. A key reason for this
lack of confidence is the distrust investors have in companies' financial
statements.
"The U.S. Congress has attempted to respond to this crisis of confidence
through passage of the Sarbanes-Oxley Act of 2002 (the "Sarbanes Act"). The
Sarbanes Act prohibits a company's auditors from performing a wide range of
defined non-audit services. These prohibitions, in turn, track the defined
non-audit services in Rule 2-01(c)(4) of the SEC's Final Rule: Revision of
the Commission's Auditor Independence Requirements, Release No. 33-7919, Feb.
5, 2001.
"However, the Sarbanes Act fails to prohibit auditors providing management
consulting services, which we believe represents a significant loophole. While
the Act does require that the audit committee of the board preapprove these
non-audit services, we do not believe that is enough. We believe that
management consulting represents a significant source of potential revenue to
auditors and poses serious conflict of interest issues. For this reason, we
think the better course is for companies not to engage their auditors to
perform any management consulting services.
"Many companies, including ours, either continue to engage their auditors to
provide management consulting or provide inadequate disclosure in their proxy
statements to ascertain whether they continue to engage their auditors for
management consulting services. We urge your support for this resolution
asking the board to cease engaging auditors for management consulting."
The Board of Directors recommends a vote AGAINST proposal No. 4.
The regulation of the provision of non-audit services by a public accounting
firm to its audit clients has been the subject of debate and discussion in
Congress, as a result of which the recently enacted Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") sets out a broad range of non-audit services which
public accounting firms will be prohibited from providing to their public
company audit clients, such as the Company. The new law also authorizes the
Public Company Accounting Oversight Board to expand the list of prohibited
non-audit services. In addition, the Securities and Exchange Commission has
adopted revisions to its auditor independence rules consistent with the
provisions of the Sarbanes-Oxley Act to effectively prohibit auditors from
providing a broad variety of non-audit services to public company audit
clients, and to expand the disclosure of audit and non-audit fees in proxy
statements.
18
The Board of Directors believes that an appropriate and fully considered
framework has been established by Congress and regulators to effectively
regulate the provision of non-audit services to the Company by its independent
audit firm and ensure the integrity of the independent audit process. The
Board believes that subjecting the Company to a new prohibition not applicable
to other public companies is unnecessary. Accordingly, the Board recommends a
vote against this proposal.
SHAREHOLDER PROPOSAL RELATING TO
ENVIRONMENTAL TOBACCO SMOKE
(Proposal No. 5)
The Congregation of the Sisters of Charity of the Incarnate Word, P.O. Box
230969, 6510 Lawndale, Houston, Texas 77223, owner of 100 shares of Common
Stock, has notified the Company in writing that it intends to present the
following resolution at the Annual Meeting for action by the shareholders:
"WHEREAS in June, 2002, a Miami, Florida court awarded $5.5 million to a
flight attendant harmed by environmental tobacco smoke [ETS] exposure. More
than 2,000 similar cases are pending;
"-- Our Company was sued by a class of flight attendants claiming their
exposure to ETS increased their risk of contracting lung cancer from ETS. We
have already paid millions of dollars to settle that lawsuit;
"-- Our Company admits smoking causes lung cancer. Yet we fail to accept
overwhelming scientific evidence that involuntary exposure to ETS causes
lung cancer. Also, the Company funds efforts to block regulatory and
legislative attempts to prohibit smoking in the workplace;
"-- A June 2002 summary of findings by the United Nations' International
Agency for Research of Cancer [IARC] stated that scientific evidence on the
carcinogenic effects of passive smoking was conclusive. It noted ETS
increases the risk for lung cancer 20%;
"-- An August 2002 study in CHEST, the magazine of the American College of
Chest Physicians, confirmed that asthmatic children exposed to ETS are more
likely to have increased respiratory symptoms, decreased lung function and
school absences;
"-- The Journal of the American Medical Association reported in 2001 (436-
41): "Before exposure to environmental tobacco smoke, coronary flow
velocity reserve was significantly higher in nonsmokers than in smokers.
After exposure ... [it] decreased and was not significantly different from
that in smokers." Commenting on this study, a JAMA editorial stated: "The
investigators demonstrated that, in healthy young volunteers, just 30
minutes of exposure to secondhand smoke compromised the endothelial function
in coronary arteries of nonsmokers in a way that made the endothelial
response of nonsmokers indistinguishable from that of habitual smokers;
"-- A 2001 Canadian study (in International Journal of Cancer) conclusively
showed that the more people smoke in the workplace, the greater the risks
for nonsmokers. The Globe and Mail reported (07/12/01) that people routinely
exposed to significant ETS (i.e., workers in bars and restaurants), face a
three-times greater risk for lung cancer;
"-- In May 2000, the U.S. National Institute of Environmental Health
Sciences added directly inhaled tobacco smoke (i.e., ETS) to its "known
human carcinogens" list;
"--In a report published in 1999, researchers discovered that breathing
other people's cigarette smoke makes nonsmokers 82% more likely to suffer a
stroke, increasing the risk of heart disease, heart attack, lung, and breast
cancer, and breathing-related diseases (Tobacco Control, August, 1999);
"-- Our Company has funded numerous restaurant and hospitality associations
in their effort to oppose laws prohibiting smoking in restaurants and bars.
We also sponsor events in bars wherein we provide cigarettes for patrons;
19
"RESOLVED: shareholders request the Company find appropriate mechanisms to
develop and implement a continuing program to warn persons who smoke, who are
exposed to ETS (such as restaurant and bar workers) or who are responsible for
minors who are exposed to ETS from our Company's products, that tobacco smoke
is hazardous to smokers and nonsmokers alike and to specify the nature of the
hazards."
The Board of Directors recommends a vote AGAINST proposal No. 5.
For many years public health agencies have issued well publicized reports
concerning asserted health risks to non-smokers from environmental tobacco
smoke. In addition, many federal, state and local governmental bodies have
adopted laws and regulations intended to prohibit or restrict smoking in
public places, stores and restaurants and the workplace. The Company's
subsidiary, Lorillard Tobacco Company ("Lorillard"), believes that any
additional health warning initiatives with respect to environmental tobacco
smoke should be established in a uniform manner by applicable governmental
bodies and public health agencies. This proposal, requesting that Lorillard
establish its own warning program, if implemented, in the opinion of
Lorillard, would be confusing, could conflict with various governmental laws
and regulations and could expose Lorillard to further risk of litigation.
Accordingly, the Board of Directors believes that this proposal would not be
in the best interest of the Company, and recommends a vote against this
proposal.
SHAREHOLDER PROPOSAL RELATING TO
CIGARETTE SALES OVER THE INTERNET
(Proposal No. 6)
The Minnesota State Board of Investment, 60 Empire Drive, Suite 355, St.
Paul, Minnesota 55103, owner of 14,500 shares of Common Stock, and Sinsinawa
Dominicans, Inc., 7200 W. Division, River Forest, Illinois 60305, owner of 80
shares of Common Stock, have notified the Company in writing that they intend
to present the following resolution at the Annual Meeting for action by the
shareholders:
"Whereas: Our company is on record in support and implementation of
effective anti-smuggling measures including the selection of customers,
ensuring that we expect compliance with law, and ensuring that our company
does not receive funds derived from illegal activities.
"However, this public commitment to undermine smuggling is itself being
undermined by a lack of a parallel commitment to address critical concerns
related to cigarette sales over the Internet.
"An August 2002 report of the United States General Accounting Office found
that a majority of Internet web sites (78%) that sell tobacco products do not
comply with the federal Jenkins Act. The Jenkins Act requires web sites to
report the name of the purchasers of tobacco
products to state tax departments so that the states can collect excise taxes.
None of the 147 web sites stated that they report cigarette sales to State tax
departments.
"The same report found that States which have taken action to promote
compliance by Internet cigarette vendors have had limited success. According
to Forester Research Inc., states could lose as much as $1.4 billion in tax
revenue from unreported Internet tobacco sales by 2005.
"A 2001 study by Ribisl found that nearly all of the 88 sites he surveyed
sold premium or value brand cigarettes.
20
"A recent Minnesota study found that under-aged teens were able to place
orders for cigarettes on five web sites. All of the sites accepted all orders
without checking the buyers' ages. Eighty percent of packages sent as a result
of the sales were delivered without checking the age of the person accepting
the delivery.
"The refusal of our Internet retailers to comply with a federal tax law
could result in their being charged with evasion of state excise tax payments
since the above practices are equivalent to brick and mortar retailers selling
untaxed contraband cigarettes.
"In order to ensure our company be a good corporate citizen by paying its
fair share of taxes we propose the following resolution:
"That the shareholders request The Board to establish a committee of
independent directors to determine ways to ensure our Company is not involved
in any way in selling cigarettes over the Internet that may enable youth to
have illegal access to our tobacco products. We request that it report its
findings and recommendations to the shareholders prior to the 2004 annual
meeting.
"Supporting Statement: We suggest that a way of accomplishing this goal be
that our company require Internet retailers to adopt effective measures to
prevent the illegal sale of cigarettes to children including but not limited
to the retailer obtaining a copy of a proper identification with adults
signing for the product at time of delivery showing their government-issued
identification card indicating their age which qualifies them to be an adult."
The Board of Directors recommends a vote AGAINST proposal No. 6.
Lorillard strongly believes that underage persons should not smoke, and that
all laws prohibiting the sale of tobacco products to underage persons should
be vigorously enforced. Lorillard does not utilize the Internet to sell
cigarettes to consumers, and does not encourage the sale of cigarettes over
the Internet by any of its customers. It strongly endorses age verification
for all sales of its cigarette products at retail, including sales by Internet
retailers. Furthermore, customers to whom it sells directly, and all retailers
that participate in its promotional programs, are required to participate in
Lorillard's "We Card" Program, a training and signage program that assists
retailers in age verification.
This proposal, if implemented, in the opinion of Lorillard, would be
confusing, could conflict with various governmental laws and regulations and
could expose Lorillard to further risk of litigation. Lorillard further
believes that any attempt to regulate the sale of any product over the
Internet raises a variety of legal and other issues which are beyond the power
of any individual company to address, and should, therefore, be accomplished
by appropriate governmental action. As a result, the Board of Directors
believes that this proposal is unnecessary, and that it would not be in
the best interest of the Company to subject Lorillard to undefined procedures
that do not apply to its competitors. Accordingly, the Board recommends a vote
against this proposal.
OTHER MATTERS
The Company knows of no other matters to be brought before the meeting. If
other matters should properly come before the meeting, proxies will be voted
on such matters in accordance with the best judgment of the persons appointed
by the proxies.
The Company will bear all costs in connection with the solicitation of
proxies for the meeting. The Company intends to request brokerage houses,
custodians, nominees and others who hold stock in their names to solicit
proxies from the persons who own stock, and such brokerage houses, custodians,
21
nominees and others, will be reimbursed for their out-of-pocket expenses and
reasonable clerical expense. The Company has engaged Innisfree M&A
Incorporated ("Innisfree") to solicit proxies on its behalf, at an anticipated
cost of approximately $8,000. In addition to the use of the mails,
solicitation may be made by Innisfree or employees of the Company personally
or by telephone, facsimile or electronic transmission.
Shareholder Proposals for the 2004 Annual Meeting
Shareholder proposals for the Annual Meeting to be held in 2004 must be
received by the Company at its principal executive offices not later than
December 1, 2003 in order to be included in the Company's proxy materials.
Proxies solicited by the Company for the 2004 Annual Meeting may confer
discretionary authority to vote on any proposals submitted after February 15,
2004 without a description of them in the proxy materials for that meeting.
Shareholder proposals should be addressed to Loews Corporation, 667 Madison
Avenue, New York, New York 10021-8087, Attention: Corporate Secretary.
By order of the Board of Directors,
GARY W. GARSON
Secretary
Dated: March 31, 2003
PLEASE COMPLETE, DATE, SIGN AND
RETURN YOUR PROXY PROMPTL
22
LOEWS CORPORATION COMMON STOCK 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 Common Stock of the undersigned in Loews Corporation at the Annual Meeting
of Shareholders to be held at The Regency Hotel, 540 Park Avenue, New York,
New York, on May 13, 2003, at 11:00 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" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL 2, AND "AGAINST" PROPOSALS 3,
4, 5 and 6.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
Please mark
your votes
like this [ X ]
The Board of Directors recommends a vote The Board of Directors recommends a vote AGAINST
FOR Items 1 and 2 Items 3, 4, 5 and 6
Item 1-ELECTION OF DIRECTORS WITHHELD
Nominees: FOR FOR ALL FOR AGAINST ABSTAIN
[ ] [ ] ITEM 3-SHAREHOLDER [ ] [ ] [ ]
01) J.L. Bower PROPOSAL-CUMULATIVE
02) J. Brademas VOTING
03) P.J. Fribourg
04) P.A. Laskawy ITEM 4-SHAREHOLDER [ ] [ ] [ ]
05) G.R. Scott PROPOSAL-AUDITOR
06) A.H. Tisch CONFLICTS
07) J.S. Tisch
08) J.M. Tisch ITEM 5-SHAREHOLDER [ ] [ ] [ ]
09) L.A. Tisch PROPOSAL-ENVIRONMENTAL
10) P.R. Tisch TOBACCO SMOKE
11) F. Wilpon
ITEM 6-SHAREHOLDER [ ] [ ] [ ]
PROPOSAL-CIGARETTE
SALES OVER THE INTERNET
WITHHELD FOR: (Write that Nominee's name
in the space provided.)
---------------------------------------------
ITEM 2-RATIFY DELOITTE FOR AGAINST ABSTAIN
& TOUCHE LLP AS
INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
----------
| 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.
Signature(s) Date:
-------------------------------------------------------------- ------------------------------------------
COMMON STOCK
LOEWS CORPORATION CAROLINA GROUP STOCK 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 Annual
Meeting of Shareholders to be held at The Regency Hotel, 540 Park Avenue, New
York, New York, on May 13, 2003, at 11:00 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" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL 2, AND "AGAINST" PROPOSALS 3,
4, 5 and 6.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
Please mark
your votes
like this [ X ]
The Board of Directors recommends a vote The Board of Directors recommends a vote AGAINST
FOR Items 1 and 2 Items 3, 4, 5 and 6
Item 1-ELECTION OF DIRECTORS WITHHELD
Nominees: FOR FOR ALL FOR AGAINST ABSTAIN
[ ] [ ] ITEM 3-SHAREHOLDER [ ] [ ] [ ]
01) J.L. Bower PROPOSAL-CUMULATIVE
02) J. Brademas VOTING
03) P.J. Fribourg
04) P.A. Laskawy ITEM 4-SHAREHOLDER [ ] [ ] [ ]
05) G.R. Scott PROPOSAL-AUDITOR
06) A.H. Tisch CONFLICTS
07) J.S. Tisch
08) J.M. Tisch ITEM 5-SHAREHOLDER [ ] [ ] [ ]
09) L.A. Tisch PROPOSAL-ENVIRONMENTAL
10) P.R. Tisch TOBACCO SMOKE
11) F. Wilpon
ITEM 6-SHAREHOLDER [ ] [ ] [ ]
PROPOSAL-CIGARETTE
SALES OVER THE INTERNET
WITHHELD FOR: (Write that Nominee's name
in the space provided.)
---------------------------------------------
ITEM 2-RATIFY DELOITTE FOR AGAINST ABSTAIN
& TOUCHE LLP AS
INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
----------
| 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.
Signature(s) Date:
-------------------------------------------------------------- ------------------------------------------
CAROLINA GROUP STOCK