UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 2006
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State of incorporation)
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001-13958
(Commission File Number)
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13-3317783
(IRS Employer Identification No.) |
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The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, CT
(Address of principal executive offices)
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06115-1900
(Zip Code) |
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(860) 547-5000
(Registrant’s telephone number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
On September 28, 2006,
The Hartford Financial Services Group, Inc. (the “Company”) entered
into (i) a Pricing Agreement, dated September 28, 2006 (the “Pricing Agreement”), with Banc of America
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC,
as representatives of the underwriters named therein (the
“Underwriters”) and (ii) an Underwriting Agreement General Terms and Conditions, dated September 28, 2006
(the “Underwriting Agreement”), with Banc of America Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as representatives
of the Underwriters, with respect to the offer and sale by the Company of $400,000,000 aggregate principal
amount of 5.25% Senior Notes due October 15, 2011 (the “2011 Notes”), $300,000,000 aggregate
principal amount of 5.50% Senior Notes due October 15, 2016 (the “2016 Notes”) and $300,000,000
aggregate principal amount of 5.95% Senior Notes due October 15, 2036 (the “2036 Notes” and, collectively
with the 2011 Notes and the 2016 Notes, the “Notes”),
pursuant to the Company’s registration statement on
Form S-3 (File No. 333-108067), as amended. The Pricing
Agreement incorporates by reference the terms of the Underwriting
Agreement. The
Notes were issued pursuant to an indenture, dated as of March 9,
2004, between the Company and The Bank of New York Trust Company,
N.A. (as successor to JPMorgan Chase Bank), as Trustee. The closing
of the sale of the Notes occurred on October 3, 2006.
The
Pricing Agreement sets forth the specific terms of the Notes,
including coupon rate and interest payment dates and provides, among other things, that the Underwriters will purchase the Notes
from the Company at the applicable public offering price, less a discount of 0.600% in the case of
the 2011 Notes, 0.650% in the case of the 2016 Notes, and 0.875% in the case of the 2036 Notes. The Underwriting
Agreement includes customary representations, warranties and
covenants by the Company. It also provides for customary
indemnification by each of the
Company and the Underwriters against certain liabilities arising out of or in
connection with sale of the Notes and customary contribution
provisions in respect of those
liabilities.
The Underwriters and their affiliates have provided and in the future may continue to
provide various financial advisory, cash management, investment banking,
commercial banking and other financial services, including the provision of credit facilities, to the
Company in the ordinary course of business for which they have received and will receive customary
compensation.
The
foregoing description of the
material terms of the Underwriting Agreement and the Pricing Agreement is
qualified in its entirety by reference to the Underwriting Agreement and
the Pricing Agreement, which are attached hereto as
Exhibits 1.1 and 1.2, respectively, to this report.
Item 9.01 Financial Statements and Exhibits
The exhibits to this
Current Report on Form 8-K are hereby incorporated by reference into the following registration
statement of The Hartford Financial Services Group, Inc., Hartford Capital IV, Hartford Capital V and Hartford
Capital VI filed with the Securities and Exchange Commission:
Registration Statement on
Form S-3 filed on August 19, 2003 (File No. 333-108067).
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit
No.
Description
| Exhibit 1.1 |
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Underwriting Agreement General Terms and Conditions, dated as of September 28, 2006,
among The Hartford Financial Services Group, Inc. and Banc of America Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC, as Representatives of
the Underwriters.
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| Exhibit 1.2 |
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Pricing Agreement, dated as of September 28, 2006, among The Hartford
Financial Services Group, Inc. and Banc of America Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Representatives
of the Underwriters. |
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| Exhibit 4.1 |
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Senior Indenture, dated as of March 9, 2004,
between The Hartford Financial Services Group, Inc. and The Bank of
New York Trust Company, N.A. (as successor to JPMorgan Chase Bank),
as Trustee (incorporated by reference to Exhibit 4.1 to The Hartford
Financial Services Group, Inc.’s
Current Report on Form 8-K dated March 12, 2004). |
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| Exhibit 4.2 |
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5.25% Senior Note due October 15, 2011. |
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| Exhibit 4.3 |
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5.50% Senior Note due October 15, 2016. |
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| Exhibit 4.4 |
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5.95% Senior Note due October 15, 2036. |
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| Exhibit 5.1 |
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Opinion of Debevoise & Plimpton LLP. |