Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 29, 2002
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
-------------------------------------------
(Exact name of registrant as
specified in its charter)
Delaware 0-19277
(State or other jurisdiction (Commission
of Incorporation) File Number)
13-3317783
(IRS Employer
Identification No.)
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, Connecticut
(Address of principal executive offices of registrant)
06115-1900
Zip Code
(860) 547-5000
Registrant's telephone number
Item 4. Changes in Registrant's Certifying Accountants.
On March 22, 2002, the Board of Directors of The Hartford Financial
Services Group, Inc. (the "Company") dismissed Arthur Andersen LLP ("Arthur
Andersen") as the Company's independent auditor. The dismissal will become
effective once Arthur Andersen completes its review of the Company's first
quarter 2002 financial statements. As previously disclosed in the Company's 2002
proxy statement, the Company's Audit Committee is conducting a Request for
Proposal process, which is expected to be completed in the second quarter of
2002 with the formal appointment by the Company's Board of Directors of a new
auditor.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the date of
this Current Report, there were no disagreements between the Company and Arthur
Andersen on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Arthur
Andersen's satisfaction, would have caused it to make reference to the subject
matter in connection with its report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter,
dated March 29, 2002, stating its agreement with such statements.
The Company's 2002 proxy statement includes an item seeking shareholder
ratification of the appointment of Arthur Andersen as the Company's independent
auditors for the fiscal year ending December 31, 2002. As a result of the
Board's decision described above, the Board has decided to withdraw the item
from consideration at the annual shareholders' meeting to be held on April 18,
2002.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) The following are filed as exhibits to this Current Report:
Exhibit
Number Description
- ------- -----------
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 29, 2002.
99.1 Press Release dated March 22, 2002.
SIGNATURE
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 hereunto duly authorized.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Date: March 29, 2002 By: /s/ Neal S. Wolin
-------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
3
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 29, 2002.
99.1 Press Release dated March 22, 2002.
EXHIBIT 16.1
[ANDERSEN LOGO]
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
March 29, 2002
Dear Sir/Madam:
We have read Item 4 included in Amendment No. 1 to the Form 8-K dated March 29,
2002 of The Hartford Financial Services Group, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
cc: David M. Johnson, Chief Financial Officer, The Hartford Financial Services
Group, Inc.
EXHIBIT 99.1
[THE HARTFORD LOGO]
NEWS RELEASE
Hartford Plaza - Hartford, CT 06115
Date: March 22, 2002
For Release: Upon Receipt
Contact: Media Investors
Cynthia Michener Joyce Willis Michael Lesperance
860/547-5624 860/547-4951 860/547-6781
cynthia.michener@thehartford.com
jwillis@thehartford.com
michael.lesperance@thehartford.com
THE HARTFORD NARROWS AUDITOR SELECTION
Arthur Andersen Not Selected as Finalist in RFP Process
HARTFORD, CONN. -- The Hartford Financial Services Group, Inc. (NYSE: HIG)
announced today that it has selected finalists in its "Request for Proposal"
(RFP) process to determine the company's auditor for fiscal year 2002. Arthur
Andersen will not be considered in the final review, which is expected to be
completed during the second quarter.
As disclosed in The Hartford's proxy statement filed with the Securities
and Exchange Commission, The Hartford initiated an RFP last month to select the
best auditor for the company. Andersen, along with other Big Five accounting
firms, was invited to participate in the process.
The Board of Directors accordingly is withdrawing the agenda item from the
April 18, 2002, annual meeting that asks shareholders to ratify the approval of
Andersen as auditor for fiscal year 2002. Andersen will review The Hartford's
first-quarter financial statements as scheduled. The successor independent
accountant, once chosen, will review subsequent quarterly statements, including
the first quarter, and audit the company's full 2002 fiscal-year financial
statement.
"For the past 30 years, Arthur Andersen's team of auditors at The Hartford
have demonstrated professionalism and integrity," said Ramani Ayer, The
Hartford's chairman and CEO. "Their devoted service has made significant
contributions to The Hartford."
The Hartford (NYSE: HIG) is one of the nation's largest investment and
insurance companies, with 2001 revenues of $15.1 billion. As of Dec. 31, 2001,
The Hartford had assets of $181.2 billion and shareholders' equity of $9.0
billion. The company is a leading provider of investment products, life
insurance and group benefits; automobile and homeowners products; business
property and casualty insurance; and reinsurance.
The Hartford's Internet address is www.thehartford.com
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