SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - January 30, 1996
THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 0-13300 06-0384680
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
One State Street, Hartford, Connecticut 06102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (203-722-1866)
Item 5. Other Events
On January 30, 1996, the Registrant, together with The Dow Chemical
Company, completed the formation of a new company, Radian
International LLC, to provide environmental, information technology,
and strategic chemical management services to industries and
government worldwide. Radian International LLC is headquartered in
Austin, Texas with field offices at other sites in the United States
and abroad.
In connection with the formation of Radian International LLC, the
Registrant contributed substantially all of the assets of its wholly-
owned subsidiary, Radian Corporation, to the new company. Similarly,
The Dow Chemical Company contributed the assets of its wholly-owned
subsidiary, Dow Environmental Inc. as well as access to certain of its
technologies which are in support of the businesses expected to be
conducted by the new company.
Radian International LLC currently is 40 percent owned by Radian
Corporation, which continues to be a wholly-owned subsidiary of the
Registrant, and 60 percent owned by Dow Environmental Inc. The
income of Radian International LLC will be subject to a preference
return to the Registrant for the first two years.
As is customary in joint ventures, the agreements executed in
connection with the formation of Radian International LLC specify
certain circumstances under which the business can be sold, venture
assets and liabilities can be distributed or partners' interests can
be sold subject to certain rights of first refusal.
In 1996, the Registrant's interest in Radian International LLC will be
accounted for on the consolidated financial statements under the
equity method of accounting. Had the transaction occurred at the
beginning of 1995, under the equity method of accounting, total
revenues and total expenses would have been $470.7 and $399.7,
respectively, as compared to actual 1995 revenues of $672.2 and
expenses of $585.9; and consolidated assets and liabilities at
December 31, 1995 would have been $954.1 and $613.0, respectively, as
compared to actual amounts of $971.5 and $630.4.
The foregoing description is qualified in its entirety by reference
to the Contribution Agreement and the Limited Liability Company
Agreement of Radian International LLC, copies of which are filed
as Exhibits hereto.
Item 7. Exhibits.
The following exhibits are filed with this Form 8-K:
99.1 Contribution Agreement dated as of January 30, 1996.*
99.2 Limited Liability Company Agreement of Radian International
LLC dated as of January 1, 1996.*
* Certain exhibits, schedules and/or annexes have been omitted. A copy
of any omitted exhibit, schedule or annex will be furnished
supplementally to the Commission upon request.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE HARTFORD STEAM BOILER
INSPECTION AND INSURANCE COMPANY
Dated: February 14, 1996 /s/ Robert C. Walker
Robert C. Walker
Senior Vice President and General
Counsel
EXHIBIT INDEX
Exhibit No.
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99.1 Contribution Agreement dated as of January 30, 1996.*
99.2 Limited Liability Company Agreement of Radian International
LLC dated as of January 1, 1996.*
* Certain exhibits, schedules and/or annexes have been omitted. A copy
of any omitted exhibit, schedule or annex will be furnished
supplementally to the Commission upon request.