AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2003
REGISTRATION NO. 333-103915
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
<Table>
HARTFORD CAPITAL IV
HARTFORD CAPITAL V
THE HARTFORD FINANCIAL SERVICES GROUP, INC. HARTFORD CAPITAL VI
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
</Table>
<Table>
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization of each registration)
13-3317783 (Hartford Capital IV)
(I.R.S. Employer 06-6431736
Identification Number) (Hartford Capital V)
33-6318394
(Hartford Capital VI)
82-6097264
(I.R.S. Employer Identification Numbers)
</Table>
<Table>
C/O THE HARTFORD FINANCIAL SERVICES GROUP, INC.
HARTFORD PLAZA HARTFORD PLAZA
HARTFORD, CONNECTICUT 06115 HARTFORD, CONNECTICUT 06115
(860) 547-5000 (860) 547-5000
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including area code, of Registrants' principal including area code, of Registrants' principal
executive offices) executive offices)
</Table>
---------------------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
<Table>
NEAL S. WOLIN ALAN H. PALEY
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL DEBEVOISE & PLIMPTON
THE HARTFORD FINANCIAL SERVICES GROUP, INC. 919 THIRD AVENUE
HARTFORD PLAZA NEW YORK, NEW YORK 10022
HARTFORD, CONNECTICUT 06115 (212) 909-6000
(860) 547-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service of
each registrant)
</Table>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
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Common Stock of The Hartford Financial Services Group, Inc.,
par value $.01 per share(3)...............................
Debt Securities of The Hartford Financial Services Group,
Inc.(4)...................................................
Preferred Stock of The Hartford Financial Services Group,
Inc., par value $.01 per share(5).........................
Depositary Shares of The Hartford Financial Services Group,
Inc.(6)...................................................
Warrants of The Hartford Financial Services Group,
Inc.(7)...................................................
Stock Purchase Contracts of The Hartford Financial Services
Group, Inc.(8)............................................
Stock Purchase Units of The Hartford Financial Services
Group, Inc.(9)............................................
Junior Subordinated Deferrable Interest Debentures of The
Hartford Financial Services Group, Inc.(10)...............
Preferred Securities of Hartford Capital IV(11).............
Preferred Securities of Hartford Capital V(11)..............
Preferred Securities of Hartford Capital VI(11).............
Guarantees with respect to Preferred Securities of Hartford
Capital IV, Hartford Capital V and Hartford Capital VI by
The Hartford Financial Services Group, Inc.(12)...........
Total..................................................... $2,586,562,704(13)(14) $209,252.92
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</Table>
(continued on next page)
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933 and exclusive of accrued
interest and dividends, if any.
(2) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933. On March 19, 2003, The Hartford Financial
Services Group, Inc., Hartford Capital IV, Hartford Capital V and Hartford
Capital VI (the "Registrants") paid a filing fee of $105,170.00 in
connection with $1,300,000,000 of previously unregistered securities
registered hereunder. A filing fee of $118,363.77 was previously paid in
connection with $1,286,562,704 of unsold securities registered by the
Registrants under a Registration Statement on Form S-3 (Registration No.
333-88762) initially filed by the Registrants on May 21, 2002. Pursuant to
Rule 457(p) under the Securities Act of 1933, the Registrants are
offsetting $104,082.92 of the filing fees paid in connection with the
Registrants' Registration No. 333-88762 against the additional filing fee
of $104,082.92 currently due in connection with the filing of this
registration statement. Accordingly, no filing fee is paid herewith.
(3) Includes Series A Participating Cumulative Preferred Stock Purchase Rights.
Prior to the occurrence of certain events, such Rights will not be
exercisable or evidenced separately from the Common Stock. Subject to note
(13) below, there is being registered hereunder an indeterminate number of
shares of Common Stock as may be sold from time to time by The Hartford
Financial Services Group, Inc., including sales upon the exercise of
Warrants or delivery upon settlement of Stock Purchase Contracts. Also
includes such indeterminate number of shares of Common Stock as may be
issued upon conversion of or exchange for any securities being registered
hereunder that provide for conversion or exchange into Common Stock.
(4) Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time
to time by The Hartford Financial Services Group, Inc., including sales
upon the exercise of Warrants or delivery upon settlement of Stock Purchase
Contracts. Also includes such indeterminate principal amount of Debt
Securities as may be issued upon conversion of or exchange for any
securities being registered hereunder that provide for conversion or
exchange into Debt Securities.
(5) Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold from time
to time by The Hartford Financial Services Group, Inc., including sales
upon the exercise of Warrants or delivery upon settlement of Stock Purchase
Contracts. Also includes such indeterminate number of shares of Preferred
Stock as may be issued upon conversion of or exchange for any securities
being registered hereunder that provide for conversion or exchange into
Preferred Stock.
(6) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. In the event The Hartford
Financial Services Group, Inc. elects to offer to the public fractional
interests in Debt Securities or shares of the Preferred Stock registered
hereunder, Depositary Receipts will be distributed to those persons
purchasing such fractional interests and Debt Securities or shares of
Preferred Stock, as the case may be, will be issued to the Depositary under
the Deposit Agreement. No separate consideration will be received for the
Depositary Shares.
(7) Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of Warrants as may be sold from time to
time by The Hartford Financial Services Group, Inc., representing rights to
purchase Debt Securities, Preferred Stock or Common Stock. Warrants may be
sold separately or with Debt Securities, Preferred Stock or Common Stock or
other securities registered hereunder.
(8) Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Contracts as may be sold
from time to time by The Hartford Financial Services Group, Inc.,
representing rights to purchase Preferred Stock, Common Stock or other
property.
(9) Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of Stock Purchase Units as may be sold from
time to time by The Hartford Financial Services Group, Inc., representing
ownership of Stock Purchase Contracts and Debt Securities, Depositary
Shares representing fractional interests in Debt Securities or shares of
Preferred Stock or debt obligations of third parties,
including U.S. Treasury Securities, or Preferred Securities of Hartford
Capital IV, Hartford Capital V or Hartford Capital VI.
(10) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Junior Subordinated Deferrable Interest Debentures
as may be sold from time to time by The Hartford Financial Services Group,
Inc.
(11) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Preferred Securities as may be sold severally from
time to time by Hartford Capital IV, Hartford Capital V and Hartford
Capital VI.
(12) This registration statement is deemed to include the obligations of The
Hartford Financial Services Group, Inc. under the Junior Subordinated
Deferrable Interest Debentures, the related Indenture, the Trust
Agreements, the Preferred Securities, the Guarantees and the Expense
Agreements as described in the Registration Statement.
(13) The Prospectus included herein relates to $2,586,562,704 of securities.
Such amount represents the principal amount of any Debt Securities or
Junior Subordinated Deferrable Interest Debentures issued at their
principal amount, the issue price rather than the principal amount of any
Debt Securities or Junior Subordinated Deferrable Interest Debentures
issued at an original issue discount, the liquidation preference of any
Preferred Stock, the amount computed pursuant to Rule 457(c) for any Common
Stock, the issue price of any Warrants, the exercise price of any Offered
Securities issuable upon the exercise of Warrants and the initial public
offering price of any Preferred Securities. Any securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
(14) No separate consideration will be received for the Debt Securities,
Preferred Stock, Common Stock or the Depositary Shares issuable upon
conversion of or in exchange for any securities registered hereunder that
provide for conversion or exchange into such securities. No separate
consideration will be received for any Junior Subordinated Deferrable
Interest Debentures if issued to evidence a loan by Hartford Capital IV,
Hartford Capital V or Hartford Capital VI to The Hartford Financial
Services Group, Inc., or for any related Guarantee or Expense Agreement.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THEIR EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PROSPECTUS
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
DEBT SECURITIES
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
HARTFORD CAPITAL IV
HARTFORD CAPITAL V
HARTFORD CAPITAL VI
PREFERRED SECURITIES GUARANTEED
AS DESCRIBED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
BY THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By this prospectus, we may offer from time to time up to $2,586,562,704 of
any combination of the securities described in this prospectus.
We will provide specific terms of the securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest. A supplement may also change or update information contained in this
prospectus.
We will not use this prospectus to confirm sales of any of our securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. They
have not made, nor will they make, any determination as to whether anyone should
buy these securities. Any representation to the contrary is a criminal offense.
The date of this Prospectus is , 2003
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
ABOUT THIS PROSPECTUS....................................... ii
FORWARD-LOOKING STATEMENTS.................................. ii
THE HARTFORD FINANCIAL SERVICES GROUP, INC. ................ 1
THE HARTFORD CAPITAL TRUSTS................................. 1
USE OF PROCEEDS............................................. 3
RATIO OF EARNINGS TO FIXED CHARGES.......................... 3
DESCRIPTION OF THE DEBT SECURITIES.......................... 3
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES............... 14
DESCRIPTION OF CAPITAL STOCK OF THE HARTFORD FINANCIAL
SERVICES GROUP, INC. ..................................... 26
DESCRIPTION OF DEPOSITARY SHARES............................ 33
DESCRIPTION OF WARRANTS..................................... 35
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
UNITS..................................................... 36
DESCRIPTION OF PREFERRED SECURITIES......................... 37
DESCRIPTION OF GUARANTEE.................................... 48
DESCRIPTION OF CORRESPONDING JUNIOR SUBORDINATED
DEBENTURES................................................ 50
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE
CORRESPONDING JUNIOR SUBORDINATED DEBENTURES AND THE
GUARANTEES................................................ 52
PLAN OF DISTRIBUTION........................................ 54
LEGAL OPINIONS.............................................. 55
EXPERTS..................................................... 55
WHERE YOU CAN FIND MORE INFORMATION......................... 55
INCORPORATION BY REFERENCE.................................. 56
</Table>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the securities described in the prospectus
from time to time. This prospectus provides you with a general description of
the securities we may offer. We may also add, update or change information
contained in this prospectus through one or more supplements to this prospectus.
Any statement that we make in this prospectus will be modified or superseded by
any inconsistent statement made by us in a prospectus supplement. The rules of
the SEC allow us to incorporate by reference information into this prospectus.
This information incorporated by reference is considered to be a part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. See "Incorporation by Reference." You
should read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by The Hartford Financial Services Group,
Inc., or any underwriter, agent, dealer or remarketing firm. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of The Hartford Financial Services Group, Inc. since the date hereof or
that the information contained or incorporated by reference herein is correct as
of any time subsequent to the date of such information. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this prospectus or incorporated by
reference into this prospectus (other than statements of historical fact) are
forward-looking statements. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and include estimates and assumptions related to economic, competitive and
legislative developments. These forward-looking statements are subject to change
and uncertainty which are, in many instances, beyond our control and have been
made based upon management's expectations and beliefs concerning future
developments and their potential effect upon us. There can be no assurance that
future developments will be in accordance with management's expectations or that
the effect of future developments on us will be those anticipated by management.
Actual results could differ materially from those expected by us, depending on
the outcome of various factors. These factors include:
- the difficulty in predicting our potential exposure for asbestos and
environmental claims and related litigation, in particular, significant
uncertainty with regard to the outcome of our current dispute with Mac
Arthur Company and its subsidiary, Western MacArthur Company;
- the uncertain nature of damage theories and loss amounts and the
development of additional facts related to the September 11 terrorist
attack;
- the uncertain impact on us of the Bush Administration's budget proposals
relating to the distribution of nontaxable dividends to stockholders and
the creation of new tax-favored individual savings accounts;
- the response of reinsurance companies under reinsurance contracts, the
impact of increasing reinsurance rates, and the availability and adequacy
of reinsurance to protect us against losses;
- the possibility of more unfavorable loss experience than anticipated;
- the possibility of general economic and business conditions that are less
favorable than anticipated;
- the incidence and severity of catastrophes, both natural and man-made;
- the effect of changes in interest rates, the stock markets or other
financial markets;
ii
- stronger than anticipated competitive activity;
- unfavorable legislative, regulatory or judicial developments;
- our ability to distribute our products through distribution channels,
both current and future;
- the uncertain effects of emerging claims and coverage issues;
- the effect of assessments and other surcharges for guaranty funds and
second-injury funds and other mandatory pooling arrangements;
- a downgrade in our claims-paying, financial strength or credit ratings;
- the ability of our subsidiaries to pay dividends to us; and
- other factors described in such forward-looking statements.
iii
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
We are a diversified insurance and financial services holding company.
Through our subsidiaries, we are among the largest providers of investment
products, individual life, group life and disability insurance products, and
property and casualty insurance products in the United States. Hartford Fire
Insurance Company, or Hartford Fire, founded in 1810, is the oldest of our
subsidiaries. Our companies write insurance and reinsurance in the United States
and internationally. At December 31, 2002, our total assets were $182.0 billion
and our total stockholders' equity was $10.7 billion.
We were formed in December 1985 as a wholly owned subsidiary of ITT
Corporation. On December 19, 1995, all our outstanding shares were distributed
to ITT Corporation's stockholders and we became an independent company. On May
2, 1997, we changed our name from ITT Hartford Group, Inc. to our current name,
The Hartford Financial Services Group, Inc.
As a holding company that is separate and distinct from our insurance
subsidiaries, we have no significant business operations of our own. Therefore,
we rely on the dividends from our insurance company subsidiaries, which are
primarily domiciled in Connecticut, and our other subsidiaries as the principal
source of cash flow to meet our obligations. These obligations include payments
on our debt securities and the payment of dividends on our capital stock,
including preferred stock. The Connecticut insurance holding company laws limit
the payment of dividends by Connecticut-domiciled insurers. Under these laws,
the insurance subsidiaries may only make their dividend payments out of earned
surplus. In addition, these laws require notice to and approval by the state
insurance commissioner for the declaration or payment by those subsidiaries of
any dividend if the dividend and other dividends or distributions made within
the preceding twelve months exceeds the greater of:
- 10% of the insurer's policyholder surplus as of December 31 of the
preceding year, and
- net income, or net gain from operations if the subsidiary is a life
insurance company, for the previous calendar year,
in each case determined under statutory insurance accounting principles.
The insurance holding company laws of the other jurisdictions in which some
of our insurance subsidiaries are incorporated generally contain similar, and in
some instances more restrictive, limitations on the payment of dividends. As of
December 31, 2002, our insurance subsidiaries are permitted to pay us up to a
maximum of approximately $1.8 billion in dividends in 2003 without prior
regulatory approval.
Our rights to participate in any distribution of assets of any of our
subsidiaries (for example, upon their liquidation or reorganization) and the
ability of holders of the securities to benefit indirectly from a distribution,
are subject to the prior claims of creditors of the applicable subsidiary,
except to the extent that we may be a creditor of that subsidiary. Claims on
these subsidiaries by persons other than us include, as of December 31, 2002,
claims by policyholders for benefits payable amounting to $49.7 billion, claims
by separate account holders of $107.1 billion, and other liabilities including
claims of trade creditors, claims from guaranty associations and claims from
holders of debt obligations amounting to $14.5 billion.
Our principal executive offices are located at Hartford Plaza, Hartford,
Connecticut 06115, and our telephone number is (860) 547-5000.
THE HARTFORD CAPITAL TRUSTS
We created each trust as a Delaware statutory trust pursuant to a trust
agreement. We will enter into an amended and restated trust agreement for each
trust, which will state the terms and conditions for the trust to issue and sell
its preferred securities and common securities. We will amend and restate each
trust agreement in its entirety substantially in the form filed as an exhibit to
the Registration Statement which includes this prospectus. Each trust agreement
will be qualified as an indenture under the Trust Indenture Act of 1939, as
amended, which we refer to in this prospectus as the "Trust Indenture Act."
1
Each trust exists for the exclusive purposes of:
- issuing and selling to the public preferred securities, representing
undivided beneficial interests in the assets of the trust,
- issuing and selling to us common securities, representing undivided
beneficial interests in the assets of the trust,
- using the proceeds from the sale of the preferred securities and common
securities to acquire a corresponding series of junior subordinated
deferrable interest debentures, which we refer to in this prospectus as
the "corresponding junior subordinated debentures,"
- distributing the cash payments it receives from the corresponding junior
subordinated debentures it owns to you and the other holders of preferred
securities and us, as the holder of common securities, and
- engaging in the other activities that are necessary, convenient or
incidental to these purposes.
Accordingly, the corresponding junior subordinated debentures will be the
sole assets of the trust, and payments under the corresponding junior
subordinated debentures and the related expense agreement will be the sole
revenue of the trust.
We will own all of the common securities of each trust. The common
securities of a trust will rank equally with and payments will be made pro rata
with the preferred securities of the trust, except that if an event of default
under a trust agreement then exists, our rights as holder of the common
securities to payment of distributions and payments upon liquidation or
redemption will be subordinated to your rights as a holder of the preferred
securities of the trust. See "Description of Preferred
Securities -- Subordination of Common Securities."
Unless we state otherwise in a prospectus supplement, each trust has a term
of approximately 45 years. A trust may also terminate earlier. The trustees of
each trust will conduct its business and affairs. As holder of the common
securities we will initially appoint the trustees. Initially, the trustees will
be:
- Wilmington Trust Company, which will act as property trustee and as
Delaware trustee, and
- Two of our employees or officers or those of our affiliates, who will act
as administrative trustees.
Wilmington Trust Company, as property trustee, will act as sole indenture
trustee under each trust agreement for purposes of compliance with the
provisions of the Trust Indenture Act. Wilmington Trust Company will also act as
trustee under the guarantee and the junior subordinated indenture pursuant to
which we will issue the junior subordinated debentures. See "Description of
Junior Subordinated Debentures" and "Description of Guarantee."
The holder of the common securities of a trust, or the holders of a
majority in liquidation preference of the preferred securities if an event of
default under the trust agreement for the trust has occurred and is continuing,
will be entitled to appoint, remove or replace the property trustee and/or the
Delaware trustee of the trust. You will not have the right to vote to appoint,
remove or replace the administrative trustees. Only we, as the holder of the
common securities, will have these voting rights. The duties and obligations of
the trustees are governed by the applicable trust agreement. We will pay all
fees and expenses related to the trusts and the offering of the preferred
securities and will pay, directly or indirectly, all ongoing costs, expenses and
liabilities of the trusts, except for payments made on the preferred securities
or the common securities, subject to the guarantee.
The principal executive office of each trust is Hartford Plaza, Hartford,
Connecticut 06115, Attention: Secretary, and its telephone number is (860)
547-5000.
2
USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we intend to use the
proceeds from the sale of the securities offered by this prospectus, including
the corresponding junior subordinated debentures issued to the trusts in
connection with their investment of all the proceeds from the sale of preferred
securities, for general corporate purposes, including working capital, capital
expenditures, investments in loans to subsidiaries, acquisitions and refinancing
of debt, including outstanding commercial paper and other short-term
indebtedness. We will include a more detailed description of the use of proceeds
of any specific offering of securities in the prospectus supplement relating to
the offering.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed
charges for the years and the periods indicated:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Ratio of Consolidated Earnings to Total Fixed
Charges............................................ 1.7 1.2(1) 2.0 1.8 1.8
Ratio of Consolidated Earnings to Total Fixed Charges
and Preference Dividends(2)........................ 1.7 1.2(1) 2.0 1.8 1.8
</Table>
- ---------------
(1) For 2001, the calculation of the ratio of consolidated earnings to total
fixed charges reflects losses of $678 million relating to the terrorist
attack on September 11, 2001.
(2) We had no dividends on preferred stock for the years 1998 to 2002.
For purposes of computing the ratio of consolidated earnings to fixed
charges, "earnings" consists of income from operations before federal income
taxes and fixed charges. "Fixed charges" consists of interest expense (including
interest credited to contractholders), capitalized interest, amortization of
debt expense and an imputed interest component for rental expense.
DESCRIPTION OF THE DEBT SECURITIES
We may offer unsecured senior debt securities or subordinated debt
securities. We refer to the senior debt securities and the subordinated debt
securities together in this prospectus as the "debt securities." The senior debt
securities will rank equally with all of our other unsecured, unsubordinated
obligations. The subordinated debt securities will be subordinate and junior in
right of payment to all of our senior debt.
We will issue the senior debt securities in one or more series under an
indenture, which we refer to as the "senior indenture," dated as of October 20,
1995, between us and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as
trustee. We will issue subordinated debt securities in one or more series under
an indenture, which we refer to as the "subordinated indenture," between us and
the trustee to be named in the prospectus supplement relating to the offering of
subordinated debt securities.
The following description of the terms of the indentures is a summary. It
summarizes only those portions of the indentures which we believe will be most
important to your decision to invest in our debt securities. You should keep in
mind, however, that it is the indentures, and not this summary, which define
your rights as a debtholder. There may be other provisions in the indentures
which are also important to you. You should read the indentures for a full
description of the terms of the debt. The senior indenture and the subordinated
indenture are filed as exhibits to the Registration Statement that includes this
prospectus. See "Where You Can Find More Information" for information on how to
obtain copies of the senior indenture and the subordinated indenture.
3
THE DEBT SECURITIES ARE UNSECURED OBLIGATIONS
Our debt securities will be unsecured obligations. Our senior debt
securities will be unsecured and will rank equally with all of our other
unsecured and unsubordinated obligations. As a non-operating holding company
most of our operating assets are owned by our subsidiaries. We rely primarily on
dividends from these subsidiaries to meet our obligations for payment of
principal and interest on our outstanding debt obligations and corporate
expenses. Accordingly, the debt securities will be effectively subordinated to
all existing and future liabilities of our subsidiaries, and you should rely
only on our assets for payments on the debt securities. The payment of dividends
by our insurance subsidiaries is limited under the insurance holding company
laws in the jurisdictions where those subsidiaries are domiciled. See "The
Hartford Financial Services Group, Inc."
Unless we state otherwise in the applicable prospectus supplement, the
indentures do not limit us from incurring or issuing other secured or unsecured
debt under either of the indentures or any other indenture that we may have
entered into or enter into in the future. See "-- Subordination under the
Subordinated Indenture" and the prospectus supplement relating to any offering
of subordinated debt securities.
TERMS OF THE DEBT SECURITIES
We may issue the debt securities in one or more series through an indenture
that supplements the senior indenture or the subordinated indenture or through a
resolution of our board of directors or an authorized committee of our board of
directors.
You should refer to the applicable prospectus supplement for the specific
terms of the debt securities. These terms may include the following:
- title of the debt securities,
- any limit upon the aggregate principal amount of the series,
- maturity date(s) or the method of determining the maturity date(s),
- interest rate(s) or the method of determining the interest rate(s),
- dates on which interest will be payable and circumstances, if any, in
which interest may be deferred,
- dates from which interest will accrue and the method of determining those
dates,
- place or places where we may pay principal, premium, if any, and interest
and where you may present the debt securities for registration or
transfer or exchange,
- place or places where notices and demands relating to the debt securities
and the indentures may be made,
- redemption or early payment provisions,
- sinking fund or similar provisions,
- authorized denominations if other than denominations of $1,000,
- currency, currencies, or currency units, if other than in U.S. dollars,
in which the principal of, premium, if any, and interest on the debt
securities is payable, or in which the debt securities are denominated,
- any additions, modifications or deletions, in the events of default or
covenants of The Hartford Financial Services Group, Inc. specified in the
indenture relating to the debt securities,
- if other than the principal amount of the debt securities, the portion of
the principal amount of the debt securities that is payable upon
declaration of acceleration of maturity,
- any additions or changes to the indenture necessary to permit or
facilitate issuing the series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons,
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- any index or indices used to determine the amount of payments of
principal of and premium, if any, on the debt securities and the method
of determining these amounts,
- whether a temporary global security will be issued and the terms upon
which these temporary debt securities may be exchanged for definitive
debt securities,
- whether the debt securities will be issued in whole or in part in the
form of one or more global securities,
- identity of the depositary for global securities,
- appointment of any paying agent(s),
- the terms and conditions of any obligation or right we would have or any
option you would have to convert or exchange the debt securities into
other securities or cash,
- in the case of the subordinated indenture, any provisions regarding
subordination, and
- additional terms not inconsistent with the provisions of the indentures.
Debt securities may also be issued under the indentures upon the exercise
of warrants or delivery upon settlement of stock purchase contracts. See
"Description of Warrants" and "Description of Stock Purchase Contracts."
SPECIAL PAYMENT TERMS OF THE DEBT SECURITIES
We may issue one or more series of debt securities at a substantial
discount below their stated principal amount. These may bear no interest or
interest at a rate which at the time of issuance is below market rates. We will
describe United States federal tax consequences and special considerations
relating to any series in the applicable prospectus supplement.
The purchase price of any of the debt securities may be payable in one or
more foreign currencies or currency units. The debt securities may be
denominated in one or more foreign currencies or currency units, or the
principal of, premium, if any, or interest on any debt securities may be payable
in one or more foreign currencies or currency units. We will describe the
restrictions, elections, United States federal income tax considerations,
specific terms and other information relating to the debt securities and any
foreign currencies or foreign currency units in the applicable prospectus
supplement.
If we use any index to determine the amount of payments of principal of,
premium, if any, or interest on any series of debt securities, we will also
describe in the applicable prospectus supplement the special United States
federal income tax, accounting and other considerations applicable to the debt
securities.
DENOMINATIONS, REGISTRATION AND TRANSFER
We expect to issue most debt securities in fully registered form without
coupons and in denominations of $1,000 and any integral multiple of $1,000.
Except as we may describe in the applicable prospectus supplement, debt
securities of any series will be exchangeable for other debt securities of the
same issue and series, in any authorized denominations, of a like aggregate
principal amount and bearing the same interest rate.
You may present debt securities for exchange as described above, or for
registration of transfer, at the office of the securities registrar or at the
office of any transfer agent we designate for that purpose. You will not incur a
service charge but you must pay any taxes and other governmental charges as
described in the indentures. We will appoint the trustees as securities
registrar under the indentures. We may at any time rescind the designation of
any transfer agent that we initially designate or approve a change in the
location through which the transfer agent acts. We will specify the transfer
agent in the applicable prospectus supplement. We may at any time designate
additional transfer agents.
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GLOBAL DEBT SECURITIES
We may issue all or any part of a series of debt securities in the form of
one or more global securities. We will appoint the depository holding the global
debt securities. Unless we otherwise state in the applicable prospectus
supplement, the depositary will be The Depository Trust Company, or DTC. We will
issue global securities in registered form and in either temporary or definitive
form. Unless it is exchanged for individual debt securities, a global security
may not be transferred except:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor of the depositary, or a
nominee of the successor.
We will describe the specific terms of the depositary arrangement in the
applicable prospectus supplement. We expect that the following provisions will
generally apply to these depositary arrangements.
BENEFICIAL INTERESTS IN A GLOBAL SECURITY
If we issue a global security, the depositary for the global security or
its nominee will credit on its book-entry registration and transfer system the
principal amounts of the individual debt securities represented by the global
security to the accounts of persons that have accounts with it. We refer to
those persons as "participants" in this prospectus. The accounts will be
designated by the dealers, underwriters or agents for the debt securities, or by
us if the debt securities are offered and sold directly by us. Ownership of
beneficial interests in a global security will be limited to participants or
persons who may hold interests through participants. Ownership and transfers of
beneficial interests in the global security will be shown on, and transactions
can be effected only through, records maintained by the applicable depositary or
its nominee, for interests of participants, and the records of participants, for
interests of persons who hold through participants. The laws of some states
require that you take physical delivery of securities in definitive form. These
limits and laws may impair your ability to transfer beneficial interests in a
global security.
So long as the depositary or its nominee is the registered owner of a
global security, the depositary or nominee will be considered the sole owner or
holder of the debt securities represented by the global security for all
purposes under the indenture. Except as provided below, you:
- will not be entitled to have any of the individual debt securities
represented by the global security registered in your name,
- will not receive or be entitled to receive physical delivery of any debt
securities in definitive form, and
- will not be considered the owner or holder of the debt securities under
the indenture.
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
We will make principal, premium, if any, and interest payments on global
securities to the depositary that is the registered holder of the global
security or its nominee. The depositary for the global securities will be solely
responsible and liable for all payments made on account of your beneficial
ownership interests in the global security and for maintaining, supervising and
reviewing any records relating to your beneficial ownership interests.
We expect that the depositary or its nominee, upon receipt of any
principal, premium, if any, or interest payment immediately will credit
participants' accounts with amounts in proportion to their respective beneficial
interests in the principal amount of the global security as shown on the records
of the depositary or its nominee. We also expect that payments by participants
to you, as an owner of a beneficial interest in the global security held through
those participants, will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name." These payments will be the
responsibility of those participants.
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ISSUANCE OF INDIVIDUAL DEBT SECURITIES
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of debt securities is at any time unwilling, unable or
ineligible to continue as depositary, we will issue individual debt securities
in exchange for the global security. In addition, we may at any time and in our
sole discretion, subject to any limitations described in the prospectus
supplement relating to the debt securities, determine not to have any debt
securities represented by one or more global securities. If that occurs, we will
issue individual debt securities in exchange for the global security.
Further, we may specify that you may, on terms acceptable to us, the
trustee and the depositary, receive individual debt securities in exchange for
your beneficial interest in a global security, subject to any limitations
described in the prospectus supplement relating to the debt securities. In that
instance, you will be entitled to physical delivery of individual debt
securities equal in principal amount to that beneficial interest and to have the
debt securities registered in your name. Unless we otherwise specify, we will
issue those individual debt securities in denominations of $1,000 and integral
multiples of $1,000.
PAYMENT AND PAYING AGENTS
Unless we state otherwise in an applicable prospectus supplement, we will
pay principal of, premium, if any, and interest on your debt securities at the
office of the trustee for your debt securities in the City of New York or at the
office of any paying agent that we may designate.
Unless we state otherwise in an applicable prospectus supplement, we will
pay any interest on debt securities to the registered owner of the debt security
at the close of business on the record date for the interest, except in the case
of defaulted interest. We may at any time designate additional paying agents or
rescind the designation of any paying agent. We must maintain a paying agent in
each place of payment for the debt securities.
Any moneys deposited with the trustee or any paying agent, or then held by
us in trust, for the payment of the principal of, premium, if any, and interest
on any debt security that remain unclaimed for two years after the principal,
premium or interest has become due and payable will, at our request, be repaid
to us. After repayment to us, you are entitled to seek payment only from us as a
general unsecured creditor.
REDEMPTION
Unless we state otherwise in an applicable prospectus supplement, debt
securities will not be subject to any sinking fund.
Unless we state otherwise in an applicable prospectus supplement, we may,
at our option, redeem any series of debt securities on any interest payment date
in whole or in part. We may redeem debt securities in denominations larger than
$1,000 but only in integral multiples of $1,000.
REDEMPTION PRICE
Except as we may otherwise specify in the applicable prospectus supplement,
the redemption price for any debt security which we redeem will equal any
accrued and unpaid interest to the redemption date, plus the greater of:
- the principal amount, and
- an amount equal to:
-- for debt securities bearing interest at a fixed rate, the discounted
remaining fixed amount payments, calculated as described below, or
-- for debt securities bearing interest determined by reference to a
floating rate, the discounted swap equivalent payments, calculated as
described below.
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The discounted remaining fixed amount payments will equal the sum of the
current values of the amounts of interest and principal that would have been
payable by us on each interest payment date after the redemption date and at
stated maturity of the final payment of principal. This calculation will take
into account any required sinking fund payments, but will otherwise assume that
we have not redeemed the debt security prior to the stated maturity.
The current value of any amount is the present value of that amount on the
redemption date after discounting that amount on a semiannual basis, from the
originally scheduled date for payment. We will use the treasury rate to
calculate this present value.
The treasury rate is a per annum rate, determined on the redemption date to
be the per annum rate equal to the semiannual bond equivalent yield to maturity
for United States Treasury securities maturing at the stated maturity of the
final payment of principal of the debt securities redeemed. We will determine
this rate by reference to the weekly average yield to maturity for United States
Treasury securities maturing on that stated maturity, if reported in the most
recent Statistical Release H.15(519) of the Board of Governors of the Federal
Reserve. If no such securities mature at the stated maturity, we will determine
the rate by interpolation between the most recent weekly average yields to
maturity for two series of United States Treasury securities, (1) one maturing
as close as possible to, but earlier than, the stated maturity and (2) the other
maturing as close as possible to, but later than, the stated maturity, in each
case as published in the most recent Statistical Release H.15(519) of the Board
of Governors of the Federal Reserve.
The discounted swap equivalent payments will equal the sum of:
- the current value of the amount of principal that would have been payable
by us at the stated maturity of the final payment of the principal of the
debt securities redeemed. This calculation will take into account any
required sinking fund payments, but will otherwise assume that we had not
redeemed the debt security prior to the stated maturity, and
- the sum of the current values of the fixed rate payments that leading
interest rate swap dealers would require to be paid by an assumed fixed
rate payer having the same credit standing as ours against floating rate
payments to be made by these leading dealers equal to the interest
payments on the debt securities being redeemed, taking into account any
required sinking fund payments but otherwise assuming we had not redeemed
the debt securities prior to the stated maturity, under a standard
interest rate swap agreement having a notional principal amount equal to
the principal amount of the debt securities, a termination date set at
the stated maturity of the debt security and payment dates for both fixed
and floating rate payers set at each interest payment date of the debt
securities. The amount of the fixed rate payments will be based on
quotations received by the trustee, or an agent appointed for that
purpose, from four leading interest rate swap dealers or, if quotations
from four leading interest rate swap dealers are not obtainable, three
leading interest rate swap dealers.
NOTICE OF REDEMPTION
We will mail notice of any redemption of your debt securities at least 30
days but not more than 60 days before the redemption date to you at your
registered address. Unless we default in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the debt securities
or the portions called for redemption.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We will not consolidate with or merge into any other corporation or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and no person may consolidate with or merge into us or convey, transfer
or lease to us its properties and assets substantially as an entirety, unless:
- if we consolidate with or merge into another corporation or convey or
transfer our properties and assets substantially as an entirety to any
person, the successor corporation is organized under the laws of the
United States of America or any state or the District of Columbia, and
the successor corporation expressly assumes our obligations relating to
the debt securities,
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- immediately after giving effect to the consolidation, merger, conveyance
or transfer, there exists no event of default, and no event which, after
notice or lapse of time or both, would become an event of default, and
- other conditions described in the indenture are met.
The general provisions of the indenture do not protect you against
transactions, such as a highly leveraged transaction, that may adversely affect
you.
LIMITATIONS UPON LIENS
The indentures provide that neither we nor our restricted subsidiaries may
issue, assume or guarantee any indebtedness for money borrowed if the
indebtedness is secured by a lien upon any of our or any restricted
subsidiaries' principal property, or on any shares of stock of any restricted
subsidiary, whether the principal property or shares of stock are now owned or
later acquired.
GENERAL EXCEPTIONS
The indentures permit us to incur secured debt if we provide that the debt
securities will be secured equally and ratably with or in priority to the new
secured indebtedness. In this event, we may also provide that any of our other
indebtedness, including indebtedness guaranteed by us or the restricted
subsidiary, will be secured equally with or in priority to the new secured
indebtedness. Further, the restriction on incurring secured indebtedness will
not apply to:
- liens on property or shares of stock of any corporation existing at the
time the corporation becomes a restricted subsidiary,
- liens on property existing at the time it is acquired, or liens on
property which secure the payment of the purchase price of the property,
or liens on property which secure indebtedness incurred or guaranteed for
the purpose of financing the purchase price of the property or the
construction of that property, including improvements to existing
property, which indebtedness is incurred or guaranteed within 180 days
after the latest of the acquisition or completion of construction or
commencement of operation of the property,
- liens securing indebtedness owing by any restricted subsidiary to us or a
wholly owned restricted subsidiary,
- liens on the property of a corporation existing at the time the
corporation is merged into or consolidated with us or a restricted
subsidiary or at the time of a purchase, lease or other acquisition of
the properties of a corporation or other person as an entirety by us or a
restricted subsidiary,
- liens on our property or the property of a restricted subsidiary in favor
of the United States of America or any state, agency, instrumentality or
political subdivision of the United States of America, or in favor of any
other country, or any political subdivision of that country, to secure
any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price or the cost of construction of the
property subject to those liens within 180 days after the latest of the
acquisition, completion of construction or commencement of operation of
that property, and
- any extension, renewal or replacement of any lien referred to in the five
preceding clauses.
EXCEPTIONS FOR SPECIFIED AMOUNT OF INDEBTEDNESS
We and one or more restricted subsidiaries may, without securing the debt
securities, issue, assume or guarantee secured indebtedness which would
otherwise be subject to the above restrictions, provided that after doing so the
aggregate amount of this indebtedness does not exceed 10% of consolidated net
tangible assets. In computing the aggregate amount of indebtedness outstanding
for purposes of the previous sentence, indebtedness issued, assumed or
guaranteed pursuant to the above clauses is not included.
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When we use the term "consolidated net tangible assets," we mean the total
amount of assets, less applicable reserves and other properly deductible items,
after deducting:
- all current liabilities, excluding any liabilities which are by their
terms extendible or renewable at the option of the obligor to a time more
than 12 months after the time as of which the amount is being computed,
and
- all segregated goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on
the most recent balance sheet of The Hartford Financial Services Group,
Inc. and its consolidated subsidiaries and prepared in accordance with
generally accepted accounting principles. Our subsidiaries include any
corporation where more than 50% of its voting stock is owned or
controlled by us or by another subsidiary.
When we use the term "principal property," we mean all land, buildings,
machinery and equipment, and leasehold interests and improvements relating to
these items, which would be reflected on our consolidated balance sheet prepared
in accordance with generally accepted accounting principles, excluding all
tangible property located outside the United States of America and excluding any
tangible property which, in the opinion of our board of directors set forth in a
board resolution, is not material to us and our consolidated subsidiaries taken
as a whole.
When we use the term "restricted subsidiary," we mean any subsidiary which
is incorporated under the laws of any state of the United States or of the
District of Columbia, and which is a regulated insurance company principally
engaged in one or more of the property, casualty and life insurance businesses.
However, no subsidiary is a restricted subsidiary:
- if the total assets of that subsidiary are less than 10% of our total
assets and the total assets of our consolidated subsidiaries, including
that subsidiary, in each case as set forth on the most recent fiscal
year-end balance sheets of the subsidiary and us and our consolidated
subsidiaries, respectively, and computed in accordance with generally
accepted accounting principles, or
- if in the judgment of our board of directors, as evidenced by a board
resolution, the subsidiary is not material to the financial condition of
us and our subsidiaries taken as a whole.
As of the date of this prospectus, the following subsidiaries meet the
definition of restricted subsidiaries: Hartford Fire, Hartford Life Insurance
Company, Hartford Life and Accident Insurance Company and Hartford Life and
Annuity Insurance Company.
MODIFICATION AND WAIVER
MODIFICATION
We and the trustee may modify and amend each indenture with the consent of
the holders of a majority in aggregate principal amount of the series of debt
securities affected. However, no modification or amendment may, without the
consent of the holder of each outstanding debt security affected:
- change the stated maturity of the principal of, or any installment of
interest on, any outstanding debt security,
- reduce the principal amount of, or the rate of interest on or any premium
payable upon the redemption of, or the amount of principal of an original
issue discount security that would be due and payable upon a declaration
of acceleration of the maturity of, any outstanding debt security,
- change the place of payment, or the coin or currency in which any
outstanding debt security or the interest is payable,
- impair your right to institute suit for the enforcement of any payment on
or relating to any outstanding debt security after the stated maturity,
or
- change the amendment provisions of the indenture requiring the consent of
the affected holders for waiver of compliance with the indenture or
waiver of past defaults.
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WAIVER
The holders of a majority in principal amount of the outstanding debt
securities of a series may, on behalf of the holders of all debt securities of
that series, waive compliance by us with certain restrictive covenants of the
indenture which relate to that series.
The holders of not less than a majority in principal amount of the
outstanding debt securities of a series may, on behalf of the holders of that
series, generally waive any past default under the indenture relating to that
series of debt securities. However, a default in the payment of the principal of
(or premium, if any), or any interest on, any debt security of that series or
relating to a provision which under the indenture cannot be modified or amended
without the consent of the holder of each outstanding debt security of that
series affected cannot be so waived.
EVENTS OF DEFAULT
Under the terms of each indenture, each of the following constitutes an
event of default for a series of debt securities:
- default for 30 days in the payment of any interest when due,
- default in the payment of principal, or premium, if any, at maturity,
- default in the performance of any other covenant in the indenture for 60
days after written notice,
- our bankruptcy, insolvency or reorganization,
- acceleration or default in the payment of indebtedness for borrowed money
in excess of $25,000,000, which has not been rescinded or annulled within
30 days after notice, or
- any other event of default described in the applicable board resolution
or supplemental indenture under which the series of debt securities is
issued.
We are required to furnish the trustee annually with a statement as to the
fulfillment of our obligations under the indenture. Each indenture provides that
the trustee may withhold notice to you of any default, except in respect of the
payment of principal or interest on the debt securities, if it considers it in
the interests of the holders of the debt securities to do so.
EFFECT OF AN EVENT OF DEFAULT
If an event of default exists, the trustee or the holders of not less than
25% in principal amount of a series of debt securities may declare the principal
amount, or, if the debt securities are original issue discount securities, the
portion of the principal amount as may be specified in the terms of that series,
of the debt securities of that series to be due and payable immediately, by a
notice in writing to us, and to the trustee if given by holders. Upon that
declaration the principal will become immediately due and payable. However, at
any time after a declaration of acceleration has been made, but before a
judgment or decree for payment of the money due has been obtained, the holders
of a majority in principal amount of outstanding debt securities may, subject to
conditions specified in the indenture, rescind and annul that declaration.
Subject to the provisions of the indentures relating to the duties of the
trustee, if an event of default then exists, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at your
request, order or direction, unless you have offered to the trustee reasonable
security or indemnity. Subject to the provisions for the security or
indemnification of the trustee, the holders of a majority in principal amount of
a series of outstanding debt securities have the right to direct the time,
method and place of conducting and proceeding for and remedy available to the
trustee, or exercising any trust or power conferred on the trustee in connection
with the debt securities of that series.
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LEGAL PROCEEDINGS AND ENFORCEMENT OF RIGHT TO PAYMENT
You will not have any right to institute any proceeding in connection with
the indenture or for any remedy under the indenture, unless you have previously
given to the trustee written notice of a continuing event of default with
respect to debt securities of that series. In addition, the holders of at least
25% in principal amount of the outstanding debt securities must have made
written request, and offered reasonable indemnity, to the trustee to institute
that proceeding as trustee, and, within 60 days following the receipt of that
notice, the trustee must not have received from the holders of a majority in
principal amount of the outstanding debt securities of that series a direction
inconsistent with that request, and must have failed to institute the
proceeding. However, you will have an absolute right to receive payment of the
principal of, premium, if any, and interest on that debt security on or after
the due dates expressed in the debt security and to institute a suit for the
enforcement of that payment.
SATISFACTION AND DISCHARGE
Each indenture provides that when, among other things, all debt securities
not previously delivered to the trustee for cancellation:
- have become due and payable, or
- will become due and payable at their stated maturity within one year,
and we deposit or cause to be deposited with the trustee, in trust, an amount in
the currency or currencies in which the debt securities are payable sufficient
to pay and discharge the entire indebtedness on the debt securities not
previously delivered to the trustee for cancellation, for the principal, and
premium, if any, and interest to the date of the deposit or to the stated
maturity, as the case may be, then the indenture will cease to be of further
effect, and we will be deemed to have satisfied and discharged the indenture.
However, we will continue to be obligated to pay all other sums due under the
indenture and to provide the officers' certificates and opinions of counsel
described in the indenture.
DEFEASANCE
Unless we state otherwise in the applicable prospectus supplement, each
indenture provides that we will be deemed to have paid and discharged the entire
indebtedness on all the debt securities of a series at any time prior to their
stated maturity or redemption when:
- we have irrevocably deposited or caused to be deposited with the trustee,
in trust, either:
-- sufficient funds to pay and discharge the entire indebtedness on the
debt securities for the principal, premium, if any, and interest to the
stated maturity or any redemption date, or
-- the amount of U.S. government securities as will, in the written
opinion of independent public accountants delivered to the trustee,
together with predetermined and certain income to accrue, without
consideration of any reinvestment, be sufficient to pay and discharge
when due the entire indebtedness on the debt securities for principal,
premium, if any, and interest to the stated maturity or any redemption
date,
- we have paid or caused to be paid all other sums payable on the debt
securities,
- we have delivered to the trustee an officer's certificate and an opinion
of counsel to the effect that:
-- we have received from, or there has been published by, the Internal
Revenue Service a ruling, or
-- since the date of execution of the applicable indenture, there has been
a change in the applicable federal income tax law,
in either case to the effect that the deposit and related defeasance would not
cause you to recognize income, gain or loss for federal income tax purposes,
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- we have delivered to the trustee an opinion of counsel that neither we
nor the trust held by the trustee will immediately after the deposit just
described be an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of
1940, and
- we have delivered to the trustee the other officer's certificates and
opinions of counsel as may be required by the indenture, each stating
that all conditions precedent relating to the satisfaction and discharge
of the entire indebtedness on all debt securities have been complied
with.
The subordinated indenture will not be discharged as described above if we
have defaulted in the payment of principal of, premium, if any, or interest on
any senior debt and that default is continuing or another event of default on
the senior debt then exists and has resulted in the senior debt becoming or
being declared due and payable prior to the date it would have become due and
payable.
CONVERSION OR EXCHANGE
We may convert or exchange the debt securities into common stock or other
securities. If so, we will describe the specific terms on which the debt
securities may be converted or exchanged in the applicable prospectus
supplement. The conversion or exchange may be mandatory, at your option, or at
our option. The applicable prospectus supplement will describe the manner in
which the shares of common stock or other securities you would receive would be
converted or exchanged.
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the subordinated indenture, we have agreed that any subordinated debt
securities are subordinate and junior in right of payment to all senior debt to
the extent provided in the subordinated indenture.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
proceeding relative to us, the holders of senior debt will first be entitled to
receive payment in full of principal of, premium, if any, and interest on the
senior debt before the holders of subordinated debt securities will be entitled
to receive or retain any payment of the principal of, premium, if any, or
interest on the subordinated debt securities.
If the maturity of any subordinated debt securities is accelerated, the
holders of all senior debt outstanding at the time of the acceleration will
first be entitled to receive payment in full of all amounts due, including any
amounts due upon acceleration, before you will be entitled to receive any
payment of the principal of, premium, if any, or interest on the subordinated
debt securities.
We will not make any payments of principal of, premium, if any, or interest
on the subordinated debt securities if:
- a default in any payment on senior debt then exists,
- an event of default on any senior debt resulting in the acceleration of
its maturity then exists, or
- any judicial proceeding is pending in connection with default.
When we use the term "debt" we mean, with respect to any person, whether
recourse is to all or a portion of the assets of that person and whether or not
contingent:
- every obligation of that person for money borrowed,
- every obligation of that person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses,
- every reimbursement obligation of that person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of that person,
- every obligation of that person issued or assumed as the deferred
purchase price of property or services, but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business,
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- every capital lease obligation of that person, and
- every obligation of the type referred to in the prior five clauses of
another person and all dividends of another person the payment of which
that person has guaranteed or is responsible or liable for, directly or
indirectly, including as obligor.
When we use the term "senior debt" we mean the principal of, premium, if
any, and interest on debt, whether incurred on, prior to, or after the date of
the subordinated indenture, unless the instrument creating or evidencing that
debt or pursuant to which that debt is outstanding states that those obligations
are not superior in right of payment to the subordinated debt securities or to
other debt which ranks equally with, or junior to, the subordinated debt
securities. Interest on this senior debt includes interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to The
Hartford Financial Services Group, Inc., whether or not the claim for
post-petition interest is allowed in that proceeding.
However, senior debt will not include:
- any debt of The Hartford Financial Services Group, Inc. which when
incurred and without regard to any election under Section 1111(b) of the
Bankruptcy Code, was without recourse to The Hartford Financial Services
Group, Inc.,
- any debt of The Hartford Financial Services Group, Inc. to any of its
subsidiaries,
- debt to any employee of The Hartford Financial Services Group, Inc.,
- any liability for taxes, and
- indebtedness or monetary obligations to trade creditors or assumed by The
Hartford Financial Services Group, Inc. or any of its subsidiaries in the
ordinary course of business in connection with the obtaining of materials
or services.
We are a non-operating holding company, and most of our assets are owned by
our subsidiaries. Accordingly, the debt securities will be effectively
subordinated to all our existing and future liabilities, including liabilities
under contracts of insurance and annuities written by our insurance
subsidiaries. You should rely only on our assets for payments of interest and
principal and premium, if any. The payment of dividends by our insurance company
subsidiaries is limited under the insurance holding company laws in the
jurisdictions where those subsidiaries are domiciled. See "The Hartford
Financial Services Group, Inc."
The subordinated indenture does not limit the amount of additional senior
debt that we may incur. We expect from time to time to incur additional senior
debt.
The subordinated indenture provides that we may change the subordination
provisions relating to any particular issue of subordinated debt securities
prior to issuance. We will describe any change in the prospectus supplement
relating to the subordinated debt securities.
GOVERNING LAW
The indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
CONCERNING THE TRUSTEES
Each of the trustees acts as depositary for funds of, makes loans to, and
performs other services for, us and our subsidiaries in the normal course of
business.
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
We will issue the junior subordinated debentures in one or more series
under a junior subordinated indenture, as supplemented from time to time,
between us and Wilmington Trust Company, as debenture trustee.
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The following description of the terms of the junior subordinated
debentures is a summary. It summarizes only those terms of the junior
subordinated debentures which we believe will be most important to your decision
to invest in our junior subordinated debentures. You should keep in mind,
however, that it is the junior subordinated indenture, and not this summary,
which defines your rights as a holder of our junior subordinated debentures.
There may be other provisions in the junior subordinated indenture which are
also important to you. You should read the junior subordinated indenture for a
full description of the terms of the junior subordinated debentures. The junior
subordinated indenture is filed as an exhibit to the Registration Statement that
includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain a copy of the junior subordinated indenture.
RANKING OF THE JUNIOR SUBORDINATED DEBENTURES
Each series of junior subordinated debentures will rank equally with all
other series of junior subordinated debentures, and will be unsecured and
subordinate and junior in right of payment, as described in the junior
subordinated indenture, to all of our senior debt. See "-- Subordination."
As a non-operating holding company, most of our operating assets and the
assets of our consolidated subsidiaries are owned by our subsidiaries. We rely
primarily on dividends from our subsidiaries to meet our obligations for payment
of principal and interest on our outstanding debt obligations and corporate
expenses. Accordingly, the junior subordinated debentures will be effectively
subordinated to all existing and future liabilities of our subsidiaries. You
should rely only on our assets for payments on the junior subordinated
debentures. The payment of dividends by our insurance company subsidiaries is
limited under the insurance holding company laws in which those subsidiaries are
domiciled. See "The Hartford Financial Services Group, Inc."
Unless we state otherwise in the applicable prospectus supplement, the
junior subordinated indenture does not limit us from incurring or issuing other
secured or unsecured debt under the junior subordinated indenture or any other
indenture that we may have entered into or enter into in the future. See
"-- Subordination" and the prospectus supplement relating to any offering of
securities.
TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
We may issue the junior subordinated debentures in one or more series
through an indenture that supplements the junior subordinated indenture or
through a resolution of our board of directors or an authorized committee of our
board of directors.
You should refer to the applicable prospectus supplement for the specific
terms of the junior subordinated debentures. These may include:
- the title and any limit upon the aggregate principal amount,
- the date(s) on which the principal is payable or the method of
determining those date(s),
- the interest rate(s) or the method of determining these interest rate(s),
- the date(s) on which interest will be payable or the method of
determining these date(s),
- the circumstances in which interest may be deferred, if any,
- the regular record date or the method of determining this date,
- the place or places where we may pay principal, premium, if any, and
interest,
- conversion or exchange provisions, if any,
- the redemption or early payment provisions,
- the authorized denominations,
- the currency, currencies or currency units in which we may pay the
purchase price for, the principal of, premium, if any, and interest on
the junior subordinated debentures,
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- additions to or changes in the events of default or any changes in any of
our covenants specified in the junior subordinated indenture,
- any index or indices used to determine the amount of payments of
principal and premium, if any, or the method of determining these
amounts,
- whether a temporary global security will be issued and the terms upon
which you may exchange a temporary global security for definitive junior
subordinated debt securities,
- whether we will issue the junior subordinated debt securities in whole or
in part in the form of one or more global securities,
- the terms and conditions of any obligation or right we would have to
convert or exchange the junior subordinated debentures into preferred
securities or other securities, and
- additional terms not inconsistent with the provisions of the junior
subordinated indenture.
SPECIAL PAYMENT TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
We may issue junior subordinated debentures at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. We will describe United States
Federal income tax consequences and special considerations relating to any
junior subordinated debentures in the applicable prospectus supplement.
The purchase price of any of the junior subordinated debentures may be
payable in one or more foreign currencies or currency units. The junior
subordinated debentures may be denominated in one or more foreign currencies or
currency units, or the principal of, premium, if any, or interest on any junior
subordinated debentures may be payable in one or more foreign currencies or
currency units. We will describe the restrictions, elections, federal income tax
considerations, specific terms and other information relating to the junior
subordinated debentures and the foreign currency units in the applicable
prospectus supplement.
If we use any index to determine the amount of payments of principal of,
premium, if any, or interest on any series of junior subordinated debentures, we
will also describe special federal income tax, accounting and other
considerations relating to the junior subordinated debentures in the applicable
prospectus supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless we state otherwise in the applicable prospectus supplement, we will
issue the junior subordinated debentures only in registered form without coupons
in denominations of $25 and any integral multiple of $25. Junior subordinated
debentures of any series will be exchangeable for other junior subordinated
debentures of the same issue and series, of any authorized denominations, of a
like aggregate principal amount, of the same original issue date and stated
maturity and bearing the same interest rate.
You may present junior subordinated debentures for exchange as described
above, or for registration of transfer, at the office of the securities
registrar or at the office of any transfer agent we designate for that purpose.
You will not incur a service charge but you must pay any taxes and other
governmental charges as described in the indenture. We will appoint the trustees
as securities registrars under the indentures. We may at any time rescind the
designation of any transfer agent that we initially designate or approve a
change in the location through which the transfer agent acts. We must maintain a
transfer agent in each place of payment. We will specify the transfer agent in
the applicable prospectus supplement. We may at any time designate additional
transfer agents.
If we redeem any junior subordinated debentures, neither we nor the
debenture trustee will be required to:
- issue, register the transfer of, or exchange junior subordinated
debentures during a period beginning at the opening of business 15 days
before the day of selection for redemption of the junior subordinated
debentures and ending at the close of business on the day of mailing of
the relevant notice of redemption, or
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- transfer or exchange any junior subordinated debentures selected for
redemption, except for any portion not redeemed of any junior
subordinated debenture that is being redeemed in part.
GLOBAL JUNIOR SUBORDINATED DEBENTURES
We may issue a series of junior subordinated debentures in the form of one
or more global junior subordinated debentures. We will identify the depositary
holding the global junior subordinated debentures in the applicable prospectus
supplement. We will issue global junior subordinated debentures only in fully
registered form and in either temporary or permanent form. Unless it is
exchanged for an individual junior subordinated debenture, a global junior
subordinated debenture may not be transferred except:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor depositary, or any
nominee of the successor.
We will describe the specific terms of the depositary arrangement in the
applicable prospectus supplement. We expect that the following provisions will
generally apply to these depositary arrangements.
BENEFICIAL INTERESTS IN A GLOBAL JUNIOR SUBORDINATED DEBENTURE
If we issue a global junior subordinated debenture, the depositary for the
global junior subordinated debenture or its nominee will credit on its
book-entry registration and transfer system the principal amounts of the
individual junior subordinated debentures represented by the global junior
subordinated debenture to the accounts of persons that have accounts with it. We
refer to those persons as "participants" in this prospectus. The accounts will
be designated by the dealers, underwriters or agents for the junior subordinated
debentures, or by us if the junior subordinated debentures are offered and sold
directly by us. Ownership of beneficial interests in a global junior
subordinated debenture will be limited to participants or persons that may hold
interests through participants. Ownership and transfers of beneficial interests
in the global junior subordinated debenture will be shown on, and effected only
through, records maintained by the applicable depositary or its nominee, for
interests of participants, and the records of participants, for interests of
persons who hold through participants. The laws of some states require that you
take physical delivery of securities in definitive form. These limits and laws
may impair your ability to transfer beneficial interests in a global junior
subordinated debenture.
So long as the depositary or its nominee is the registered owner of the
global junior subordinated debenture, the depositary or the nominee will be
considered the sole owner or holder of the junior subordinated debentures
represented by the global junior subordinated debenture for all purposes under
the junior subordinated indenture. Except as provided below, you:
- will not be entitled to have any of the individual junior subordinated
debentures represented by the global junior subordinated debenture
registered in your name,
- will not receive or be entitled to receive physical delivery of any
junior subordinated debentures in definitive form, and
- will not be considered the owner or holder of the junior subordinated
debenture under the junior subordinated indenture.
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
We will make principal, premium and interest payments on global junior
subordinated debentures to the depositary that is the registered holder of the
global junior subordinated debenture or its nominee. The depositary for the
junior subordinated debentures will be solely responsible and liable for all
payments made on account of your beneficial ownership interests in the global
junior subordinated debenture and for maintaining, supervising and reviewing any
records relating to your beneficial ownership interests.
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We expect that the depositary or its nominee, upon receipt of principal,
premium or interest payments, immediately will credit participants' accounts
with amounts in proportion to their respective beneficial interests in the
principal amount of the global junior subordinated debenture as shown on the
records of the depositary or its nominee. We also expect that payments by
participants to you, as an owner of a beneficial interest in the global junior
subordinated debenture held through those participants, will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name." These payments will be the responsibility of those participants.
ISSUANCE OF INDIVIDUAL JUNIOR SUBORDINATED DEBENTURES
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of junior subordinated debentures is at any time
unwilling, unable or ineligible to continue as depositary, we will issue
individual junior subordinated debentures in exchange for the global junior
subordinated debenture. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the junior subordinated debentures, determine not to have any junior
subordinated debentures represented by one or more global junior subordinated
debentures. If that occurs, we will issue individual junior subordinated
debentures in exchange for the global junior subordinated debenture.
Further, we may specify that you may, on terms acceptable to us, the
debenture trustee and the depositary for the global junior subordinated
debenture, receive individual junior subordinated debentures in exchange for
your beneficial interest in a global junior subordinated debenture, subject to
any limitations described in the prospectus supplement relating to the junior
subordinated debentures. In that instance, you will be entitled to physical
delivery of individual junior subordinated debentures equal in principal amount
to that beneficial interest and to have the junior subordinated debentures
registered in your name. Unless we otherwise specify, those individual junior
subordinated debentures will be issued in denominations of $25 and integral
multiples of $25.
PAYMENT AND PAYING AGENTS
Unless we state otherwise in the applicable prospectus supplement, we will
pay principal of, premium, if any, and interest on your junior subordinated
debentures at the office of the debenture trustee in the City of New York or at
the office of any paying agent that we may designate.
Unless we state otherwise in the applicable prospectus supplement, we will
pay any interest on junior subordinated debentures to the registered owner of
the junior subordinated debenture at the close of business on the regular record
date for the interest, except in the case of defaulted interest. We may at any
time designate additional paying agents or rescind the designation of any paying
agent. We must maintain a paying agent in each place of payment for the junior
subordinated debentures.
Any moneys deposited with the debenture trustee or any paying agent, or
then held by us in trust, for the payment of the principal of, premium, if any,
and interest on any junior subordinated debenture that remain unclaimed for two
years after the principal, premium or interest has become due and payable will,
at our request, be repaid to us. After repayment to us, you are entitled to seek
payment only from us as a general unsecured creditor.
REDEMPTION
Unless we state otherwise in the applicable prospectus supplement, junior
subordinated debentures will not be subject to any sinking fund.
We may, at our option, redeem any series of junior subordinated debentures
on any interest payment date in whole or in part. We may redeem junior
subordinated debentures in denominations larger than $25 but only in integral
multiples of $25.
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REDEMPTION PRICE
Except as we may otherwise specify in the applicable prospectus supplement,
the redemption price for any junior subordinated debenture redeemed will equal
any accrued and unpaid interest to the redemption date, plus the greater of:
- the principal amount, and
- an amount equal to:
-- for junior subordinated debentures bearing interest at a fixed rate,
the discounted remaining fixed amount payments, calculated as
described below, or
-- for junior subordinated debentures bearing interest determined by
reference to a floating rate, the discounted swap equivalent payments,
calculated as described below.
The discounted remaining fixed amount payments will equal the sum of the
current values of the amounts of interest and principal that would have been
payable by us on each interest payment date after the redemption date and at
stated maturity of the final payment of principal. This calculation will take
into account any required sinking fund payments, but will otherwise assume that
we have not redeemed the junior subordinated debenture prior to the stated
maturity.
The current value of any amount is the present value of that amount on the
redemption date after discounting that amount on a monthly, quarterly or
semiannual basis, whichever corresponds to the interest payment date periods of
the related series of junior subordinated debentures, from the originally
scheduled date for payment. We will use the treasury rate to calculate this
present value.
The treasury rate is a per annum rate, expressed as a decimal and, in the
case of United States Treasury bills, converted to a per annum yield, determined
on the redemption date to be the per annum rate equal to the semiannual bond
equivalent yield to maturity, adjusted to reflect monthly or quarterly
compounding in the case of junior subordinated debentures having monthly or
quarterly interest payment dates for United States Treasury securities maturing
at the stated maturity of the final payment of principal of the junior
subordinated debentures redeemed. We will determine this rate by reference to
the weekly average yield to maturity for United States Treasury securities
maturing on that stated maturity if reported in the most recent Statistical
Release H.15(519) of the Board of Governors of the Federal Reserve. If no such
securities mature at the stated maturity, we will determine the rate by
interpolation between the most recent weekly average yields to maturity for two
series of United States Treasury securities, (1) one maturing as close as
possible to, but earlier than, the stated maturity and (2) the other maturing as
close as possible to, but later than, the stated maturity, in each case as
published in the most recent Statistical Release H.15(519) of the Board of
Governors of the Federal Reserve.
The discounted swap equivalent payments will equal the sum of:
- the current value of the amount of principal that would have been payable
by us pursuant to the terms of the junior subordinated debenture at the
stated maturity of the final payment of the principal of the junior
subordinated debentures. This calculation will take into account any
required sinking fund payments but will otherwise assume that we had not
redeemed the junior subordinated debenture prior to the stated maturity,
and
- the sum of the current values of the fixed rate payments that leading
interest rate swap dealers would require to be paid by an assumed fixed
rate payer having the same credit standing as ours against floating rate
payments to be made by these leading dealers equal to the interest
payments on the junior subordinated debentures being redeemed, taking
into account any required sinking fund payment, but otherwise assuming we
had not redeemed the junior subordinated debenture prior to the stated
maturity, under a standard interest rate swap agreement having a notional
principal amount equal to the principal amount of the junior subordinated
debentures, a termination date set at the stated maturity of the junior
subordinated debentures and payment dates for both fixed and floating
rate payers set at each interest payment date of the junior subordinated
debentures. The amount of the fixed
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rate payments will be based on quotations received by the trustee, or an
agent appointed for that purpose, from four leading interest rate swap
dealers or, if quotations from four leading interest rate swap dealers
are not obtainable, three leading interest rate swap dealers.
SPECIAL EVENT REDEMPTION
Unless we state otherwise in the applicable prospectus supplement, if a
special event relating to a series of junior subordinated debentures then
exists, we may, at our option, redeem the series of junior subordinated
debentures in whole, but not in part, on any interest payment date within 90
days of the special event occurring. The redemption price will equal the
principal amount of the junior subordinated debentures then outstanding plus
accrued and unpaid interest to the date fixed for redemption.
A "special event" means a "tax event" or an "investment company event." A
"tax event" occurs when a trust receives an opinion of counsel experienced in
these matters to the effect that, as a result of any amendment to, or change,
including any announced prospective change in, the laws or regulations of the
United States or any political subdivision or taxing authority affecting
taxation, or as a result of any official administrative pronouncement or
judicial decision interpreting or applying those laws or regulations, which
amendment or change is effective or pronouncement or decision is announced on or
after the date of issuance of the preferred securities of a trust, there is more
than an insubstantial risk that:
- the trust is, or will be within 90 days of that date, subject to United
States federal income tax with respect to income received or accrued on
the corresponding series of junior subordinated debentures;
- interest payable by us on the series of junior subordinated debentures is
not, or within 90 days of that date, will not be, deductible, in whole or
in part, for United States federal income tax purposes; or
- the trust is, or will be within 90 days of that date, subject to more
than a de minimis amount of other taxes, duties or other governmental
charges.
An "investment company event" occurs when, in respect of a trust, there is
change in law or regulation, or a change in interpretation or application of law
or regulation, by any legislative body, court, governmental agency or regulatory
authority such that such trust is or will be considered an "investment company"
that is required to be registered under the Investment Company Act of 1940,
which change becomes effective on or after the date of issuance of the preferred
securities of a trust.
NOTICE OF REDEMPTION
We will mail notice of any redemption of your junior subordinated
debentures at least 30 days but not more than 60 days before the redemption date
to you at your registered address. Unless we default in payment of the
redemption price, on and after the redemption date interest will cease to accrue
on the junior subordinated debentures or the portions called for redemption.
OPTION TO EXTEND INTEREST PAYMENT DATE
If provided in the applicable prospectus supplement, we will have the right
during the term of any series of junior subordinated debentures to extend the
interest payment period for a specified number of interest payment periods,
subject to the terms, conditions and covenants specified in the prospectus
supplement. However, we may not extend these interest payments beyond the
maturity of the junior subordinated debentures. We will describe the federal
income tax consequences and special considerations relating to any junior
subordinated debentures in the applicable prospectus supplement.
If we exercise this right, during the extension period we and our
subsidiaries may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment on, any of our capital stock, or
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- make any payment of principal, premium, if any, or interest on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the junior subordinated debentures or make any related
guarantee payments,
other than:
- dividends or distributions on our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee.
MODIFICATION OF INDENTURE
We and the debenture trustee may, without the consent of the holders of
junior subordinated debentures, amend, waive or supplement the junior
subordinated indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies. However, no action may
materially adversely affect the interests of holders of any series of junior
subordinated debentures or, in the case of corresponding junior subordinated
debentures, the holders of the corresponding series of preferred securities so
long as they remain outstanding. We may also amend the junior subordinated
indenture to maintain the qualification of the indenture under the Trust
Indenture Act.
We and the debenture trustee may, with the consent of the holders of not
less than a majority in principal amount of the series of junior subordinated
debentures affected, modify the junior subordinated indenture in a manner
affecting the rights of the holders of junior subordinated debentures. However,
no modification may, without the consent of the holder of each outstanding
junior subordinated debenture affected:
- change the stated maturity of the junior subordinated debentures,
- reduce the principal amount of the junior subordinated debentures,
- reduce the rate or, except as permitted by the junior subordinated
indenture and the terms of the series of junior subordinated debentures,
extend the time of payment of interest on the junior subordinated
debentures, or
- reduce the percentage of principal amount of the junior subordinated
debentures, the holders of which are required to consent to the
modification of the junior subordinated indenture.
In the case of corresponding junior subordinated debentures, so long as any
of the corresponding series of preferred securities remain outstanding:
- no such modification may be made that adversely affects the holders of
the preferred securities,
- no termination of the junior subordinated indenture may occur, and
- no waiver of any debenture event of default or compliance with any
covenant under the junior subordinated indenture may be effective,
without the prior consent of the holders of at least a majority of the aggregate
liquidation preference of the preferred securities unless the principal of the
corresponding junior subordinated debentures and all accrued and unpaid interest
on the corresponding junior subordinated debentures have been paid in full and
other conditions are satisfied.
In addition, we and the debenture trustee may execute, without your
consent, any supplemental indenture for the purpose of creating any new series
of junior subordinated debentures.
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DEBENTURE EVENTS OF DEFAULT
Under the terms of the junior subordinated indenture, each of the following
constitutes a debenture event of default for a series of junior subordinated
debentures:
- failure for 30 days to pay any interest on the series of junior
subordinated debentures when due, subject to the deferral of any due date
in the case of an extension period,
- failure to pay any principal or premium, if any, on the series of junior
subordinated debentures when due, including at maturity, upon redemption
or by declaration,
- failure to observe or perform in any material respect specified other
covenants contained in the indenture for 90 days after written notice
from the debenture trustee or the holders of at least 25% in principal
amount of the relevant series of outstanding junior subordinated
debentures,
- our bankruptcy, insolvency or reorganization, or
- any other event of default described in the applicable board resolution
or supplemental indenture under which the series of debt securities is
issued.
EFFECT OF EVENT OF DEFAULT
The holders of a majority in outstanding principal amount of the series of
junior subordinated debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the debenture
trustee. The debenture trustee or the holders of not less than 25% in aggregate
outstanding principal amount of the series of junior subordinated debentures may
declare the principal due and payable immediately upon a debenture event of
default. In the case of corresponding junior subordinated debentures, if the
debenture trustee or the holders of the corresponding junior subordinated
debentures fail to make this declaration, the holders of at least 25% in
aggregate liquidation preference of the corresponding series of preferred
securities will have that right.
WAIVER OF EVENT OF DEFAULT
The holders of a majority in aggregate outstanding principal amount of the
series of junior subordinated debentures may rescind and annul the declaration
and its consequences if:
- the event of default is other than our non-payment of the principal of
the junior subordinated debentures which has become due solely by such
acceleration and all other events of default have been cured or waived,
and
- we have paid or deposited with the debenture trustee a sum sufficient to
pay:
-- all overdue installments of interest (including interest on overdue
installments of interest) and principal (and premium, if any) due other
than by acceleration, and
-- certain amounts owing to the debenture trustee, its agents and counsel.
The holders of a majority in aggregate outstanding principal amount of the
junior subordinated debentures affected by the default may, on behalf of the
holders of all the junior subordinated debentures, waive any past default and
its consequences, except:
- a default in the payment of principal (or premium, if any) or interest,
- a default relating to a covenant or provision which under the junior
subordinated indenture cannot be modified or amended without the consent
of the holder of each outstanding junior subordinated debenture.
We are required under the junior subordinated indenture to file annually
with the junior subordinated indenture trustee a certificate of compliance.
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DIRECT ACTIONS BY PREFERRED SECURITYHOLDERS
If a debenture event of default is attributable to our failure to pay
interest or principal on the corresponding junior subordinated debentures on the
date the interest or principal is payable, you, as a holder of preferred
securities, may institute a legal proceeding directly against us, which we refer
to in this prospectus as a "direct action," for enforcement of payment to you of
the principal of or interest on the corresponding junior subordinated debentures
having a principal amount equal to the aggregate liquidation amount of your
related preferred securities.
We may not amend the junior subordinated indenture to remove the right to
bring a direct action without the prior written consent of the holders of all of
the preferred securities. If the right to bring a direct action is removed, the
applicable issue may become subject to the reporting obligations under the
Securities Exchange Act of 1934. We have the right under the junior subordinated
indenture to set-off any payment made to you as a holder of preferred securities
by us in connection with a direct action. You will not be able to exercise
directly any other remedy available to holders of the corresponding junior
subordinated debentures.
You will not be able to exercise directly any remedies other than those
described in the preceding paragraph available to holders of the junior
subordinated debentures unless there has been an event of default under the
trust agreement.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
We will not consolidate with or merge into any other corporation or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and no person will consolidate with or merge into us or convey, transfer
or lease its properties and assets substantially as an entirety to us, unless:
- if we consolidate with or merge into another corporation or convey or
transfer our properties and assets substantially as an entirety to any
person, the successor corporation is organized under the laws of the
United States or any state or the District of Columbia, and the successor
corporation expressly assumes our obligations relating to the junior
subordinated debentures,
- immediately after giving effect to the consolidation, merger, conveyance
or transfer, there exists no debenture event of default, and no event
which, after notice or lapse of time or both, would become a debenture
event of default,
- in the case of corresponding junior subordinated debentures, the
transaction is permitted under the related trust agreement or guarantee
and does not give rise to any breach or violation of the related trust
agreement or guarantee, and
- other conditions described in the junior subordinated indenture are met.
The general provisions of the junior subordinated indenture do not protect
you against transactions, such as a highly leveraged transaction, that may
adversely affect you.
SATISFACTION AND DISCHARGE
The junior subordinated indenture provides that when, among other things,
all junior subordinated debentures not previously delivered to the debenture
trustee for cancellation:
- have become due and payable, or
- will become due and payable at their stated maturity within one year,
and we deposit or cause to be deposited with the debenture trustee, in trust, an
amount in the currency or currencies in which the junior subordinated debentures
are payable sufficient to pay and discharge the entire indebtedness on the
junior subordinated debentures not previously delivered to the debenture trustee
for cancellation, for the principal, premium, if any, and interest on the date
of the deposit or to the stated maturity, as the case may be, then the junior
subordinated indenture will cease to be of further effect and we will be deemed
to have satisfied and discharged the indenture. However, we will continue to be
obligated to
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pay all other sums due under the junior subordinated indenture and to provide
the officers' certificates and opinions of counsel described in the junior
subordinated indenture.
CONVERSION OR EXCHANGE
We may convert or exchange the junior subordinated debentures into
preferred securities or other securities. If so, we will describe the specific
terms on which junior subordinated debentures may be converted or exchanged in
the applicable prospectus supplement. The conversion or exchange may be
mandatory, at your option or at our option. The applicable prospectus supplement
will state the manner in which the preferred securities you would receive would
be converted or exchanged.
SUBORDINATION
In the junior subordinated indenture, we have agreed that any junior
subordinated debentures will be subordinate and junior in right of payment to
all senior debt to the extent provided in the junior subordinated indenture.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to us, the holders of senior debt will first be
entitled to receive payment in full of principal of, premium, if any, and
interest on the senior debt before the holders of junior subordinated debentures
or, in the case of corresponding junior subordinated debentures, the property
trustee on behalf of the holders, will be entitled to receive or retain any
payment of the principal, premium, if any, or interest on the junior
subordinated debentures.
If the maturity of any junior subordinated debentures is accelerated, the
holders of all senior debt outstanding at the time of the acceleration will
first be entitled to receive payment in full of all amounts due, including any
amounts due upon acceleration, before you will be entitled to receive any
payment of the principal of, premium, if any, or interest on the junior
subordinated debentures.
We will not make any payments of principal of, premium, if any, or interest
on the junior subordinated debentures if:
- a default in any payment on senior debt then exists,
- an event of default on any senior debt resulting in the acceleration of
its maturity then exists, or
- any judicial proceeding is pending in connection with a default.
When we use the term "debt," we mean, with respect to any person, whether
recourse is to all or a portion of the assets of that person and whether or not
contingent:
- every obligation of that person for money borrowed,
- every obligation of that person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses,
- every reimbursement obligation of that person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of the person,
- every obligation of that person issued or assumed as the deferred
purchase price of property or services, but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business,
- every capital lease obligation of that person, and
- every obligation of the type referred to in the prior five clauses of
another person and all dividends of another person the payment of which
the person has guaranteed or is responsible or liable for, directly or
indirectly, including as obligor.
When we use the term "senior debt" we mean the principal, premium, if any,
and interest on debt, whether incurred on, prior to or after the date of the
junior subordinated indenture, unless the instrument creating or evidencing that
debt or pursuant to which that debt is outstanding states that those obligations
are
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not superior in right of payment to the junior subordinated debentures or to
other debt which ranks equally with, or junior to, the junior subordinated
debentures. Interest on this senior debt includes interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to The
Hartford Financial Services Group, Inc., whether or not the claim for
post-petition interest is allowed in that proceeding.
However, senior debt will not include:
- any debt of The Hartford Financial Services Group, Inc. which when
incurred and without regard to any election under Section 1111(b) of the
Bankruptcy Code, was without recourse to The Hartford Financial Services
Group, Inc.,
- any debt of The Hartford Financial Services Group, Inc. to any of its
subsidiaries,
- debt to any employee of The Hartford Financial Services Group, Inc.,
- any liability for taxes,
- indebtedness or monetary obligations to trade creditors or assumed by The
Hartford Financial Services Group, Inc. or any of its subsidiaries in the
ordinary course of business in connection with the obtaining of materials
or services, and
- any other junior subordinated debentures issued pursuant to the Junior
Subordinated Indenture, dated as of February 28, 1996 and the Junior
Subordinated Indenture, dated as of October 30, 1996.
We are a non-operating holding company, and most of our assets are owned by
our subsidiaries. Accordingly, the junior subordinated debentures will be
effectively subordinated to all existing and future liabilities of our
subsidiaries, including liabilities under contracts of insurance and annuities
written by our insurance subsidiaries. You should rely only on our assets for
payments of interest and principal and premium, if any. The payment of dividends
by our insurance company subsidiaries is limited under the insurance holding
company laws in the jurisdictions where those subsidiaries are domiciled. See
"The Hartford Financial Services Group, Inc."
The junior subordinated indenture does not limit the amount of additional
senior debt that we may incur. We expect from time to time to incur additional
senior debt.
The indenture provides that we may change the subordination provisions
relating to any particular issue of junior subordinated debentures prior to
issuance. We will describe any change in the prospectus supplement relating to
the junior subordinated debentures.
GOVERNING LAW
The junior subordinated indenture and the junior subordinated debentures
will be governed by and construed in accordance with the laws of the State of
New York.
INFORMATION CONCERNING THE DEBENTURE TRUSTEE
The debenture trustee will have all the duties and responsibilities of an
indenture trustee specified in the Trust Indenture Act. Subject to those
provisions, the debenture trustee is not required to exercise any of its powers
under the junior subordinated indenture at your request, unless you offer
reasonable indemnity against the costs, expenses and liabilities which the
trustee might incur. The debenture trustee is not required to expend or risk its
own funds or incur personal financial liability in performing its duties if the
debenture trustee reasonably believes that it is not reasonably assured of
repayment or adequate indemnity.
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DESCRIPTION OF CAPITAL STOCK OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
Our Amended and Restated Certificate of Incorporation, as amended effective
May 1, 2002, provides that our authorized capital stock is 800,000,000 shares.
These shares consist of:
- 50,000,000 shares of preferred stock, par value $.01 per share, of which
300,000 shares have been designated as Series A Participating Cumulative
Preferred Stock; and
- 750,000,000 shares of common stock, par value $.01 per share.
As of March 31, 2003, we had 255,441,328 outstanding shares of common
stock. Holders of common stock have received a right entitling them, when the
right becomes exercisable, to purchase shares of Series A Participating
Cumulative Preferred Stock. See "-- Rights Agreement." No shares of preferred
stock are currently outstanding.
No holders of any class of our capital stock are entitled to preemptive
rights except as may be agreed from time to time by us and any such holders.
In general, the classes of authorized capital stock are afforded
preferences in relation to dividends and liquidation rights in the order listed
above. Our board of directors is empowered, without approval of our
stockholders, to cause the preferred stock to be issued in one or more classes
or series, or both, with the numbers of shares of each class or series and the
rights, preferences and limitations of each class or series to be determined by
it. The specific matters that may be determined by our board of directors
include the dividend rights, voting rights, redemption rights, liquidation
preferences, conversion and exchange rights, retirement and sinking fund
provisions and other rights, qualifications, limitations and restrictions of any
wholly unissued series of preferred stock, or of the entire class of preferred
stock if none of the shares have been issued, the number of shares constituting
that series and the terms and conditions of the issue of the shares.
The following description of our capital stock is a summary. It summarizes
only those aspects of our capital stock which we believe will be most important
to your decision to invest in our capital stock. You should keep in mind,
however, that it is our Amended and Restated Certificate of Incorporation and
our Amended and Restated By-Laws, and the Delaware General Corporation Law, and
not this summary, which define your rights as a securityholder. There may be
other provisions in these documents which are also important to you. You should
read these documents for a full description of the terms of our capital stock.
Our Amended and Restated Certificate of Incorporation and our Amended and
Restated By-Laws are incorporated by reference as exhibits to the Registration
Statement that includes this prospectus. See "Where You Can Find More
Information" for information on how to obtain copies of these documents.
COMMON STOCK
Subject to any preferential rights of any preferred stock created by our
board of directors, as a holder of our common stock you are entitled to
dividends as our board of directors may declare from time to time out of funds
that we can legally use to pay dividends. The holders of common stock possess
exclusive voting rights, except to the extent provided by law and to the extent
our board of directors specifies voting power for any preferred stock that is
issued.
As a holder of our common stock, you are entitled to one vote for each
share of common stock and do not have any right to cumulate votes in the
election of directors. In the event of our liquidation, dissolution or
winding-up, you will be entitled to receive on a proportionate basis any assets
remaining after provision for payment of creditors and after payment or
provision for payment of any liquidation preferences to holders of preferred
stock. Our common stock is listed on the New York Stock Exchange under the
symbol "HIG."
The transfer agent and registrar for our common stock is The Bank of New
York.
26
PREFERRED STOCK
We will describe the particular terms of any series of preferred stock in
the prospectus supplement relating to the offering.
We will fix or designate the rights, preferences, privileges and
restrictions, including dividend rights, voting rights, terms of redemption,
retirement and sinking fund provisions and liquidation preferences, if any, of a
series of preferred stock through a certificate of designation adopted by our
board of directors or a duly authorized committee of our board of directors. We
will describe the terms, if any, on which shares of any series of preferred
stock are convertible or exchangeable into common stock in the prospectus
supplement relating to the offering. The conversion or exchange may be
mandatory, at your option or at our option. The applicable prospectus supplement
will state the manner in which the shares of common stock that you will receive
as a holder of preferred stock would be converted or exchanged.
On October 10, 1995, our board of directors declared a dividend of rights
to holders of record of our common stock outstanding as of the close of business
on December 19, 1995, with respect to common stock issued after that date until
the distribution date, and, in certain circumstances, with respect to common
stock issued after the distribution date. When those rights become exercisable,
holders of the rights will be entitled to purchase shares of Series A
Participating Cumulative Preferred Stock. See "-- Rights Agreement."
PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED
AND RESTATED BY-LAWS THAT MAY DELAY OR MAKE MORE DIFFICULT UNSOLICITED
ACQUISITIONS OR CHANGES OF OUR CONTROL
Some provisions of our Amended and Restated Certificate of Incorporation
and Amended and Restated By-Laws may delay or make more difficult unsolicited
acquisitions or changes of our control. We believe that these provisions will
enable us to develop our business in a manner that will foster long-term growth
without disruption caused by the threat of a takeover not thought by our board
of directors to be in our best interest and the best interests of our
stockholders.
Those provisions could have the effect of discouraging third parties from
making proposals involving an unsolicited acquisition or change of control of
our company, although the proposals, if made, might be considered desirable by a
majority of our stockholders. Those provisions may also have the effect of
making it more difficult for third parties to cause the replacement of our
current management without the concurrence of our board of directors.
These provisions include:
- the availability of capital stock for issuance from time to time at the
discretion of our board of directors (see "-- Authorized and Outstanding
Capital Stock" and "-- Preferred Stock"),
- prohibitions against stockholders calling a special meeting of
stockholders or acting by written consent instead of at a meeting,
- requirements for advance notice for raising business or making
nominations at stockholders' meetings, and
- the ability of our board of directors to increase the size of the board
and to appoint directors to fill newly created directorships.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
Our Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws provide that stockholder action can be taken only at an annual
or special meeting and cannot be taken by written consent. Our Amended and
Restated Certificate of Incorporation and Amended and Restated By-Laws also
provide that special meetings of stockholders can be called only by the chairman
of our board of directors or by a vote of the majority of the entire board of
directors. Furthermore, our Amended and Restated By-Laws provide that only such
business as is specified in the notice of any special meeting of stockholders
may come before the meeting.
27
ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS
Our Amended and Restated By-Laws establish an advance notice procedure for
stockholder proposals to be brought before an annual meeting of stockholders and
for nominations by stockholders of candidates for election as directors at an
annual or special meeting at which directors are to be elected. The only
business that may be conducted at an annual meeting of stockholders is the
election of members of the board of directors for the succeeding year and
business that has been specified in the notice of the meeting given by or at the
direction of the board of directors or otherwise brought before the meeting by,
or at the direction of, the board of directors, or by a stockholder who has
given to the secretary of the company timely written notice, in proper form, of
the stockholder's intention to bring that business before the meeting. Only
persons who are nominated by, or at the direction of, the board of directors, or
who are nominated by a stockholder who has given timely written notice, in
proper form, to the secretary prior to a meeting at which directors are to be
elected will be eligible for election as directors.
To be timely, notice of business to be brought before an annual meeting or
nominations of candidates for election as directors at an annual meeting must be
given by a stockholder to the company's secretary not later than 90 days prior
to the anniversary date for the immediately preceding annual meeting, or not
more than 10 days after the first public disclosure of the originally scheduled
date of the annual meeting, whichever is earlier.
Similarly, notice of nominations to be brought before a special meeting of
stockholders for the election of directors must be delivered to the secretary no
later than the close of business on the seventh day following the date on which
notice of the date of the special meeting of stockholders is given.
The notice of any nomination for election as a director is required to
state:
- the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated,
- a representation that the stockholder is a holder of record of stock
entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the
notice,
- a description of all arrangements or understandings relating to the
nomination between the stockholder and each nominee and any other person
or persons, naming those persons,
- all other information regarding each nominee proposed by the stockholder
that would have been required to be included in a proxy statement filed
under the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by our board of
directors,
- the consent of each nominee to serve as a director if so elected, and
- if applicable, a representation that the stockholder intends to solicit
proxies in support of each nominee.
NUMBER OF DIRECTORS; FILLING OF VACANCIES
Our Amended and Restated By-Laws provide that newly created directorships
resulting from any increase in the authorized number of directors, or any
vacancy, may be filled by a vote of a majority of directors then in office,
subject to the requirement in the Amended and Restated By-Laws that the majority
of directors holding office immediately after the election must be "independent
directors," as defined in the Amended and Restated By-Laws. Accordingly, our
board of directors may be able to prevent any stockholder from obtaining
majority representation on the board of directors by increasing the size of the
board and filling the newly created directorships with its own nominees.
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RIGHTS AGREEMENT
THE HARTFORD FINANCIAL SERVICES GROUP, INC. RIGHTS
On October 10, 1995, our board of directors declared a dividend of one
right for each share of common stock outstanding as of the close of business on
December 19, 1995, with respect to common stock issued after that date until the
distribution date, and, in certain circumstances, with respect to common stock
issued after the distribution date.
On May 21, 1998, our board of directors declared a two-for-one stock split
effected in the form of a 100% stock dividend distributed on July 15, 1998 to
stockholders of record as of June 24, 1998. Before our board of directors
declared the two-for-one stock split, each right entitled the registered holder
to purchase from us, when it became exercisable, one one-thousandth (1/1000th)
of a share of Series A Participating Cumulative Preferred Stock, at a price of
$220, subject to adjustment in specific circumstances. As a result of the stock
split, the terms of the rights were adjusted so that the holder of a right may
purchase from us, when the right becomes exercisable, one two-thousandth
(1/2000th) of a share of Series A Participating Cumulative Preferred Stock, at a
price of $110, subject to adjustment in specific circumstances.
Each right is subject to redemption at a price of $.005 per share. The
terms of the rights are described in the rights agreement, dated as of November
1, 1995, between us and The Bank of New York, as rights agent. The rights will
not be exercisable until the distribution date and will expire on November 1,
2005, unless earlier redeemed by us as described below. Until a right is
exercised, the holder of the right will not as a result of holding that right
have rights as a stockholder of our company including the right to vote or to
receive dividends with respect to the rights or the Series A Participating
Cumulative Preferred Stock relating to the right.
The following description of the terms of the rights is a summary. It
summarizes only those terms of the rights which we believe will be most
important to your decision to invest in our common stock. You should keep in
mind, however, that it is the rights agreement, and not this summary, which
defines your rights as a holder of our rights. There may be other provisions in
the rights agreement which are also important to you. You should read the rights
agreement for a full description of the terms of the rights. The rights
agreement is filed as an exhibit to the Registration Statement that includes
this prospectus. See "Where You Can Find More Information" for information on
how to obtain a copy of the rights agreement.
DISTRIBUTION DATE
Under the rights agreement, the distribution date is the earlier of:
- the time that we learn that a person or group, including any affiliate or
associate of the person or group, has acquired, or has obtained the right
to acquire, beneficial ownership of more than 15% of the outstanding
shares of our common stock (we refer to that person or group as an
"acquiring person"), unless provisions preventing accidental triggering
of the distribution of the rights apply, and
- the close of business on the date, if any, that may be designated by our
board of directors following the commencement of, or first public
disclosure of an intent to commence, a tender or exchange offer for more
than 15% or more of the outstanding shares of our common stock.
A person or group, or any affiliate or associate of the person or group,
however, that inadvertently acquires more than 15% of the outstanding shares of
our common stock will not be deemed to be an acquiring person provided that
person or group reduces its percentage of beneficial ownership to less than 15%
of the outstanding shares of our common stock by the close of business on the
fifth business day after notice from us that that person's or group's ownership
interest exceeds 15% of the outstanding shares of our common stock. That person
or group will be deemed to be an acquiring person at the end of that five
business day period absent such reduction.
29
EVIDENCE OF RIGHTS
Until the distribution date, the rights will be evidenced by the
certificates for common stock rather than separate right certificates.
Therefore, from the issuance date until the distribution date, you will be able
to transfer the rights only with the common stock and each transfer of common
stock will also transfer the associated rights. As soon as practicable following
the distribution date, we will mail separate certificates evidencing the rights
to holders of record of the common stock as of the close of business on the
distribution date, and to each initial record holder of common stock originally
issued after the distribution date. These separate certificates alone will then
evidence the rights.
ADJUSTMENTS
The number of shares of Series A Participating Cumulative Preferred Stock
or other securities that we will issue upon exercise of the rights, the purchase
price, the redemption price and the number of rights associated with each share
of common stock are all subject to adjustment from time to time if there is any
change in the common stock or the Series A Participating Cumulative Preferred
Stock. An adjustment may be made as a result of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization or any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of common stock or Series A Participating Cumulative Preferred Stock.
We may, but we are not required to, issue fractions of rights or distribute
right certificates which evidence fractional rights. Instead of issuing
fractional rights, we may make a cash payment based on the market price of those
rights. In addition, we may, but we are not required to, issue fractions of
shares upon the exercise of the rights or distribute certificates which evidence
fractional shares of Series A Participating Cumulative Preferred Stock. Instead
of fractional shares of Series A Participating Cumulative Preferred Stock, we
may utilize a depositary arrangement as provided by the terms of the Series A
Participating Cumulative Preferred Stock and, for fractions other than one
two-thousandth (1/2000th) of a share of Series A Participating Cumulative
Preferred Stock or integral multiples, may make a cash payment based on the
market price of those shares.
TRIGGERING EVENT AND EFFECT OF TRIGGERING EVENT
Any time there is an acquiring person, the rights will entitle you,
provided you are not the acquiring person, to purchase, for the purchase price
of the rights, that number of one two-thousandths of a share of Series A
Participating Cumulative Preferred Stock equivalent to the number of shares of
common stock which at the time of that event would have a market value of twice
the purchase price.
If we are acquired in a merger or other business combination by an
acquiring person or an affiliate or associate of an acquiring person that is a
publicly traded corporation, or 50% or more of our assets or assets representing
50% or more of our revenues or cash flow are sold, leased, exchanged or
otherwise transferred in one or more transactions to an acquiring person or an
affiliate or associate of an acquiring person that is not a publicly traded
corporation, each right will entitle you, subject to the next paragraph, to
purchase, for the purchase price of the right, that number of common shares of
that corporation which at the time of the transaction would have a market value
of twice the purchase price. If we are acquired in a merger or other business
combination by an acquiring person or an affiliate or associate of an acquiring
person that is not a publicly traded entity or 50% or more of our assets or
assets representing 50% or more of our revenues or cash flow are sold, leased,
exchanged or otherwise transferred in one or more transactions to an acquiring
person or an affiliate or associate of an acquiring person that is not a
publicly traded entity, each right will entitle you, subject to the next
paragraph, to purchase, for the purchase price of the right, at your option:
- that number of shares of the surviving corporation which at the time of
the transaction would have a book value of twice the purchase price,
- that number of shares of that entity which at the time of the transaction
would have a book value of twice the purchase price, or
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- if that entity has an affiliate which has publicly traded common shares,
that number of common shares of that affiliate which at the time of the
transaction would have market value of twice the purchase price.
Any rights that are at any time beneficially owned by an acquiring person,
or any affiliate or associate of an acquiring person, will be null and void and
nontransferable. Any holder of that right, including any purported transferee or
subsequent holder, will be unable to exercise or transfer the right.
REDEMPTION
At any time prior to the earlier of:
- the time a person or group becomes an acquiring person, and
- November 1, 2005,
our board of directors may redeem the rights in whole, but not in part, at a
price, which we refer to in this prospectus as the "redemption price," in cash
or common stock or other securities deemed by our board of directors to be at
least equivalent in value to $.005 per right. This amount is subject to
adjustment as provided in the rights agreement. Immediately upon the action of
our board of directors ordering the redemption of the rights, and without any
further action and without any notice, your right to exercise the rights will
terminate and your only right as a holder of rights will be to receive the
redemption price. Within 10 business days after the action of our board of
directors ordering the redemption of the rights, we will give notice of the
redemption to the holders of the then outstanding rights by mail. We will state
the method by which we will pay the redemption price in the notice of
redemption.
In addition, at any time after there is an acquiring person, our board of
directors may elect to exchange each right, other than rights that have become
null and void and nontransferable as described above, for a consideration per
right consisting of one-half of the securities that would be issuable at that
time upon exercise of one right.
AMENDMENT
At any time prior to the distribution date, we may, without your approval,
supplement or amend any provision of the rights agreement, including, without
limitation, the distribution date, the definition of acquiring person, the time
during which the rights may be redeemed or the terms of the Series A
Participating Cumulative Preferred Stock. However, we will not supplement or
amend the rights agreement to reduce the redemption price or provide for an
earlier expiration date. After the distribution date and subject to applicable
law, we may amend the rights agreement without your approval only:
- to cure any ambiguity or to correct or supplement any provision contained
in the rights agreement which may be defective or inconsistent with any
other provision of the rights agreement, or
- to make any other provision which we may deem necessary or desirable and
which will not adversely affect the interests of the holders of right
certificates.
Any supplement or amendment adopted during any period after any person or
group has become an acquiring person but prior to the distribution date will be
null and void unless that supplement or amendment could have been adopted under
the prior sentence after the distribution date.
EFFECT OF THE RIGHTS AGREEMENT
The rights agreement is designed to protect you in the event of unsolicited
offers to acquire us and other coercive takeover tactics which, in the opinion
of our board of directors, could impair our ability to represent your interests.
The provisions of the rights agreement may render an unsolicited takeover more
difficult or less likely to occur or might prevent such a takeover, even though
that takeover may offer you the opportunity to sell your stock at a price above
the prevailing market rate and may be favored by a majority of our stockholders.
31
RESTRICTIONS ON OWNERSHIP UNDER INSURANCE LAWS
State insurance laws could be a significant deterrent to any person
interested in acquiring control of our company. The insurance holding company
laws of each of the jurisdictions in which our insurance subsidiaries are
incorporated or commercially domiciled, as well as state corporation laws,
govern any acquisition of control of our insurance subsidiaries or of our
company. In general, these laws provide that no person or entity may directly or
indirectly acquire control of an insurance company unless that person or entity
has received the prior approval of the insurance regulatory authorities. An
acquisition of control would be presumed in the case of any person or entity who
purchases 10% or more of our outstanding common stock, or 5% or more, in the
case of the Florida insurance holding company laws, unless the applicable
insurance regulatory authorities determine otherwise.
DELAWARE GENERAL CORPORATION LAW
The terms of Section 203 of the Delaware General Corporation Law apply to
us since we are a Delaware corporation. Under Section 203, with some exceptions,
a Delaware corporation may not engage in a broad range of business combinations,
such as mergers, consolidations and sales of assets, with an "interested
stockholder," for a period of three years from the date that person became an
interested stockholder unless:
- the transaction or the business combination that results in a person
becoming an interested stockholder is approved by the board of directors
of the corporation before the person becomes an interested stockholder,
- upon consummation of the transaction which results in the stockholder
becoming an interested stockholder, the interested stockholder owns 85%
or more of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding shares owned by persons who are
directors and also officers and shares owned by certain employee stock
plans, or
- on or after the date the person becomes an interested stockholder, the
business combination is approved by the corporation's board of directors
and by holders of at least two-thirds of the corporation's outstanding
voting stock, excluding shares owned by the interested stockholder, at a
meeting of stockholders.
Under Section 203, an "interested stockholder" is defined as any person (or
the affiliates or associates of such person), other than the corporation and any
direct or indirect majority-owned subsidiary, that is:
- the owner of 15% or more of the outstanding voting stock of the
corporation, or
- an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it is
sought to be determined whether the person is an interested stockholder.
Section 203 does not apply to a corporation that so provides in an
amendment to its certificate of incorporation or by-laws passed by a majority of
its outstanding shares at any time. This stockholder action does not become
effective for 12 months following its adoption and would not apply to persons
who were already interested stockholders at the time of the amendment. Our
Amended and Restated Certificate of Incorporation does not exclude us from the
restrictions imposed under Section 203.
Section 203 makes it more difficult for a person who would be an interested
stockholder to effect business combinations with a corporation for a three-year
period, although the stockholders may elect to exclude a corporation from the
restrictions imposed. The provisions of Section 203 may encourage companies
interested in acquiring us to negotiate in advance with our board of directors,
because the stockholder approval requirement would be avoided if a majority of
the directors then in office approve either the business combination or the
transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our
management. It is further possible that these provisions could make it more
difficult to accomplish transactions that stockholders may otherwise deem to be
in their best interest.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL TERMS
We may elect to offer depositary shares representing receipts for
fractional interests in debt securities or preferred stock. In this case, we
will issue receipts for depositary shares, each of which will represent a
fraction of a debt security or share of a particular series of preferred stock,
as the case may be.
We will deposit the debt securities or shares of any series of preferred
stock represented by depositary shares under a deposit agreement between us and
a depositary which we will name in the applicable prospectus supplement. Subject
to the terms of the deposit agreement, as an owner of a depositary share you
will be entitled, in proportion to the applicable fraction of a debt security or
share of preferred stock represented by the depositary share, to all the rights
and preferences of the debt security or preferred stock, as the case may be,
represented by the depositary share, including, as the case may be, interest,
dividend, voting, conversion, redemption, sinking fund, repayment at maturity,
subscription and liquidation rights.
The following description of the terms of the deposit agreement is a
summary. It summarizes only those terms of the deposit agreement that we believe
will be most important to your decision to invest in our depositary shares. You
should keep in mind, however, that it is the deposit agreement, and not this
summary, which defines your rights as a holder of depositary shares. There may
be other provisions in the deposit agreement that are also important to you. You
should read the deposit agreement for a full description of the terms of the
depositary shares. The form of the deposit agreement is filed as an exhibit to
the Registration Statement that includes this prospectus. See "Where You Can
Find More Information" for information on how to obtain a copy of the deposit
agreement.
INTEREST, DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all payments of interest, cash dividends or
other cash distributions received on the debt securities or preferred stock, as
the case may be, to you in proportion to the number of depositary shares that
you own.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to you in an equitable manner, unless the
depositary determines that it is not feasible to make a distribution. In that
case the depositary may sell the property and distribute the net proceeds from
the sale to you.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a debt security or series of preferred stock represented by
depositary shares, the depositary will redeem your depositary shares from the
proceeds received by the depositary resulting from the redemption. The
redemption price per depositary share will be equal to the applicable fraction
of the redemption price per debt security or share of preferred stock, as the
case may be, payable in relation to the redeemed series of debt securities or
preferred stock. Whenever we redeem debt securities or shares of preferred stock
held by the depositary, the depositary will redeem as of the same redemption
date the number of depositary shares representing, as the case may be, the debt
securities or shares of preferred stock redeemed. If fewer than all the
depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected by lot, proportionately or by any other equitable method as the
depositary may determine.
EXERCISE OF RIGHTS UNDER THE INDENTURES OR VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which you are entitled to vote, or
of any request for instructions or directions from you as holder of debt
securities, the depositary will mail to you the information contained in that
notice. Each record holder of the depositary shares on the record date will be
entitled to instruct the depositary how to give instructions or directions with
respect to the debt securities represented by that holder's depositary shares or
how to vote the amount of the preferred stock represented by that holder's
depositary shares. The record date for the depositary shares will be the same
date as the record date for the debt securities or preferred stock, as the case
may be. The depositary will endeavor, to the extent practicable, to
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give instructions or directions with respect to the debt securities or to vote
the amount of the preferred stock, as the case may be, represented by the
depositary shares in accordance with those instructions. We will agree to take
all reasonable action which the depositary may deem necessary to enable the
depositary to do so. The depositary will abstain from giving instructions or
directions with respect to the debt securities or voting shares of the preferred
stock, as the case may be, if it does not receive specific instructions from
you.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We and the depositary may amend the form of depositary receipt evidencing
the depositary shares and any provision of the deposit agreement at any time.
However, any amendment which materially and adversely alters the rights of the
holders of the depositary shares will not be effective unless the amendment has
been approved by the holders of at least a majority of the depositary shares
then outstanding.
The deposit agreement will terminate if:
- all outstanding depositary shares have been redeemed, or
- there has been a complete repayment or redemption of the debt securities
or a final distribution in respect of the preferred stock, including in
connection with our liquidation, dissolution or winding up, and the
repayment, redemption or distribution proceeds, as the case may be, have
been distributed to you.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to us notice of its
election to do so. We also may, at any time, remove the depositary. Any
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. We must appoint the successor
depositary within 60 days after delivery of the notice of resignation or
removal. The successor depositary must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the debt securities or
preferred stock, as the case may be, and issuance of depositary receipts, all
withdrawals of shares of debt securities or preferred stock, as the case may be,
by you and any repayment or redemption of the debt securities or preferred
stock, as the case may be. You will pay other transfer and other taxes and
governmental charges, as well as the other charges that are expressly provided
in the deposit agreement to be for your account.
MISCELLANEOUS
The depositary will forward all reports and communications from us which
are delivered to the depositary and which we are required or otherwise determine
to furnish to holders of debt securities or preferred stock, as the case may be.
Neither we nor the depositary will be liable under the deposit agreement to
you other than for the depositary's gross negligence, willful misconduct or bad
faith. Neither we nor the depositary will be obligated to prosecute or defend
any legal proceedings relating to any depositary shares, debt securities or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting debt securities or shares of
preferred stock for deposit, you or other persons believed to be competent and
on documents which we and the depositary believe to be genuine.
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DESCRIPTION OF WARRANTS
We may issue warrants, including warrants to purchase debt securities,
preferred stock, common stock or other of our securities. We may issue warrants
independently or together with any other securities, and they may be attached to
or separate from those securities. We will issue the warrants under warrant
agreements between us and a bank or trust company, as warrant agent, that we
will describe in the prospectus supplement relating to the warrants that we
offer.
The following description of the terms of the warrants is a summary. It
summarizes only those terms of the warrants and the warrant agreement which we
believe will be most important to your decision to invest in our warrants. You
should keep in mind, however, that it is the warrant agreement and the warrant
certificate relating to the warrants, and not this summary, which defines your
rights as a warrantholder. There may be other provisions in the warrant
agreement and the warrant certificate relating to the warrants which are also
important to you. You should read these documents for a full description of the
terms of the warrants. Forms of these documents are filed as exhibits to the
Registration Statement that includes this prospectus. See "Where You Can Find
More Information" for information on how to obtain copies of these documents.
DEBT WARRANTS
We will describe in the applicable prospectus supplement the terms of
warrants to purchase debt securities that we may offer, the warrant agreement
relating to the debt warrants and the warrant certificates representing the debt
warrants. These terms will include the following:
- the title of the debt warrants,
- the debt securities for which the debt warrants are exercisable,
- the aggregate number of the debt warrants,
- the principal amount of debt securities that you may purchase upon
exercise of each debt warrant, and the price or prices at which we will
issue the debt warrants,
- the procedures and conditions relating to the exercise of the debt
warrants,
- the designation and terms of any related debt securities issued with the
debt warrants, and the number of debt warrants issued with each debt
security,
- the date, if any, from which you may separately transfer the debt
warrants and the related securities,
- the date on which your right to exercise the debt warrants commences, and
the date on which your right expires,
- the maximum or minimum number of the debt warrants which you may exercise
at any time,
- if applicable, a discussion of material United States federal income tax
considerations,
- any other terms of the debt warrants and terms, procedures and
limitations relating to your exercise of the debt warrants, and
- the terms of the securities you may purchase upon exercise of the debt
warrants.
We will also describe in the applicable prospectus supplement any
provisions for a change in the exercise price or expiration date of the warrants
and the kind, frequency and timing of any notice to be given. You may exchange
debt warrant certificates for new debt warrant certificates of different
denominations and may exercise debt warrants at the corporate trust office of
the warrant agent or any other office that we indicate in the applicable
prospectus supplement. Prior to exercise, you will not have any of the rights of
holders of the debt securities purchasable upon that exercise and will not be
entitled to payments of principal, premium, if any, or interest on the debt
securities purchasable upon the exercise.
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OTHER WARRANTS
We may issue other warrants. We will describe in the applicable prospectus
supplement the following terms of those warrants:
- the title of the warrants,
- the securities, which may include preferred stock or common stock, for
which you may exercise the warrants,
- the aggregate number of the warrants,
- the number of securities that you may purchase upon exercise of each
warrant, and the price or prices at which we will issue the warrants,
- the procedures and conditions relating to the exercise of the warrants,
- the designation and terms of any related securities issued with the
warrants, and the number of warrants issued with each security,
- the date, if any, from which you may separately transfer the warrants and
the related securities,
- the date on which your right to exercise the warrants commences, and the
date on which your right expires,
- the maximum or minimum number of warrants which you may exercise at any
time,
- if applicable, a discussion of material United States federal income tax
considerations, and
- any other terms of the warrants, including terms, procedures and
limitations relating to your exchange and exercise of the warrants.
We will also describe in the applicable prospectus supplement any
provisions for a change in the exercise price or the expiration date of the
warrants and the kind, frequency and timing of any notice to be given. You may
exchange warrant certificates for new warrant certificates of different
denominations and may exercise warrants at the corporate trust office of the
warrant agent or any other office that we indicate in the applicable prospectus
supplement. Prior to the exercise of your warrants, you will not have any of the
rights of holders of the preferred stock, common stock or other securities
purchasable upon that exercise and will not be entitled to dividend payments, if
any, or voting rights of the preferred stock, common stock or other securities
purchasable upon the exercise.
EXERCISE OF WARRANTS
We will describe in the prospectus supplement relating to the warrants the
principal amount or the number of our securities that you may purchase for cash
upon exercise of a warrant, and the exercise price. You may exercise a warrant
as described in the prospectus supplement relating to the warrants at any time
up to the close of business on the expiration date stated in the prospectus
supplement. Unexercised warrants will become void after the close of business on
the expiration date, or any later expiration date that we determine.
We will forward the securities purchasable upon the exercise as soon as
practicable after receipt of payment and the properly completed and executed
warrant certificate at the corporate trust office of the warrant agent or other
office stated in the applicable prospectus supplement. If you exercise less than
all of the warrants represented by the warrant certificate, we will issue you a
new warrant certificate for the remaining warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating you
to purchase from us, and for us to sell to you, a specific number of shares of
common stock or preferred stock, or other property, at a future date or dates.
The price per share of preferred stock or common stock may be fixed at the time
the stock
36
purchase contracts are issued or may be determined by reference to a specific
formula described in the stock purchase contracts. We may issue stock purchase
contracts separately or as a part of units each consisting of a stock purchase
contract and debt securities, trust preferred securities, depositary shares
representing fractional interests in debt securities or shares of preferred
stock, or debt obligations of third parties, including U.S. Treasury securities,
securing your obligations to purchase the preferred stock or the common stock,
or other property, under the stock purchase contract. The stock purchase
contracts may require us to make periodic payments to you or vice versa and the
payments may be unsecured or prefunded on some basis. The stock purchase
contracts may require you to secure your obligations in a specified manner. We
will describe in the applicable prospectus supplement the terms of any stock
purchase contracts or stock purchase units.
DESCRIPTION OF PREFERRED SECURITIES
The trustees of each trust will issue preferred securities and common
securities of the trust. The preferred securities will represent preferred
undivided beneficial interests in the assets of the related trust. As a holder
of trust preferred securities, you will generally be entitled to a preference
with respect to distributions and amounts payable on redemption or liquidation
over the common securities of the trust, as well as other benefits as described
in the corresponding trust agreement. Each of the trusts is a legally separate
entity and the assets of one are not available to satisfy the obligations of any
of the others.
The following description of the terms of the form of trust agreement is a
summary. It summarizes only those portions of the form of trust agreement which
we believe will be most important to your decision to invest in the preferred
securities. You should keep in mind, however, that it is the trust agreement,
and not this summary, which defines your rights as a holder. There may be other
provisions in the trust agreement which are also important to you. You should
read the form of trust agreement itself for a full description of the terms of
the preferred securities. The form of trust agreement is filed as an exhibit to
the Registration Statement. See "Where You Can Find More Information" for
information on how to obtain a copy of the trust agreement.
RANKING OF PREFERRED SECURITIES
The preferred securities of a trust will rank equally, and we will make
payments proportionately, with the common securities of the trust except as
described under "-- Subordination of Common Securities." The preferred
securities of each trust represent preferred undivided beneficial interests in
the assets of the trust. The property trustee will hold legal title to the
corresponding junior subordinated debentures in trust for the benefit of the
holders of the related preferred securities and common securities.
Each guarantee agreement that we execute for your benefit, as a holder of
preferred securities of a trust, will be a guarantee on a subordinated basis
with respect to the related preferred securities. However, our guarantee will
not guarantee payment of distributions or amounts payable on redemption or
liquidation of the preferred securities when the related trust does not have
funds on hand available to make such payments. See "Description of Guarantee."
DISTRIBUTIONS ON THE PREFERRED SECURITIES
The trust will pay the distributions on the preferred securities and common
securities at a rate specified in the prospectus supplement.
The amount of distributions the trust must pay for any period will be
computed on the basis of a 360-day year of twelve 30-day months unless we
otherwise specify in the applicable prospectus supplement. Distributions that
are in arrears may bear interest at the rate per annum specified in the
applicable prospectus supplement. The term "distributions" as we use it in this
prospectus includes any additional amounts provided in the corresponding trust
agreement.
Distributions on the preferred securities will be cumulative, will accrue
from the date of original issuance and will be payable on the dates specified in
the applicable prospectus supplement. If any date on which distributions are
payable on the preferred securities is not a business day, the trust will
instead make the
37
payment on the next succeeding day that is a business day, and without any
interest or other payment on account of the delay. However, if that business day
is in the next succeeding calendar year, the trust will make the payment on the
immediately preceding business day. In each case payment will be made with the
same force and effect as if made on the date the payment was originally due.
When we use the term "business day" in this prospectus, we mean any day other
than a Saturday or a Sunday, or a day on which banking institutions in the City
of New York are authorized or required by law or executive order to remain
closed or a day on which the corporate trust office of the property trustee or
the debenture trustee is closed for business.
If provided in the applicable prospectus supplement, we have the right
under the junior subordinated indenture, the contract that provides the terms
for the corresponding junior subordinated debentures, to extend the interest
payment period for a specified number of periods. However, we may not extend
these interest payments beyond the maturity of the junior subordinated
debentures. As a consequence of any extension, distributions on the
corresponding preferred securities would be deferred by the trust during the
extension period. These distributions would continue to accumulate additional
distributions at the rate per annum set form in the prospectus supplement.
If we exercise this right, during the extension period we and our
subsidiaries may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment on, any of our capital stock, or
- make any payment of principal, premium, if any, or interest on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the corresponding junior subordinated debentures or make
any related guarantee payments,
other than:
- dividends or distributions on our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee.
We anticipate that the revenue of each trust available for distribution to
you, as a holder of preferred securities, will be limited to payments under the
corresponding junior subordinated debentures in which the trust will invest the
proceeds from the issuance and sale of its preferred securities and its common
securities. See "Description of Corresponding Junior Subordinated Debentures."
If we do not make interest payments on the corresponding junior
subordinated debentures, the property trustee will not have funds available to
pay distributions on the corresponding preferred securities. The payment of
distributions, if and to the extent the trust has funds legally available for
the payment of these distributions is guaranteed by us on a limited basis as set
forth under "Description of Guarantee."
The trust will pay distributions on the preferred securities to you
provided you are entered in the register of the trust on the relevant record
dates. As long as the preferred securities remain in book-entry form, the record
date will be one business day prior to the relevant distribution date. If any
preferred securities are not in book-entry form, the record date for the
preferred securities will be the date 15 days prior to the relevant distribution
date.
REDEMPTION
REDEMPTION ON A REPAYMENT OR REDEMPTION OF THE CORRESPONDING JUNIOR
SUBORDINATED DEBENTURES
Upon the repayment or redemption, in whole or in part, of any corresponding
junior subordinated debentures, the property trustee must apply the proceeds
from that repayment or redemption to redeem a like amount of the corresponding
preferred securities. This redemption must be made upon not less than 30 nor
more than 60 days notice to you. The redemption price will be equal to the
aggregate liquidation preference of the preferred securities, plus accumulated
and unpaid distributions on the preferred securities to the date of
38
redemption and the related amount of any premium paid by us upon the concurrent
redemption of the corresponding junior subordinated debentures. See "Description
of Corresponding Junior Subordinated Debentures -- Optional Redemption."
If less than all of any series of corresponding junior subordinated
debentures are repaid or redeemed, then the proceeds from the repayment or
redemption will be allocated to redeem a proportionate amount of each of the
preferred securities and the common securities. The amount of premium, if any,
paid by us upon the redemption of all or any part of any series of any
corresponding junior subordinated debentures repaid or redeemed will be
allocated proportionately to the redemption of the preferred securities and the
common securities.
We must repay the principal of the corresponding junior subordinated
debentures when they are due. In addition, we will have the right to redeem any
series of corresponding junior subordinated debentures:
- in whole or in part, subject to the conditions we describe under
"Description of Corresponding Junior Subordinated Debentures -- Optional
Redemption,"
- at any time, in whole, but not in part, upon the occurrence of a tax
event or an investment company event, each as defined below, and subject
to the further conditions we describe under "Description of Corresponding
Junior Subordinated Debentures -- Optional Redemption," or
- as we may otherwise specify in the applicable prospectus supplement.
REDEMPTION OR DISTRIBUTION UPON THE OCCURRENCE OF A TAX EVENT OR AN INVESTMENT
COMPANY EVENT
If an event occurs that constitutes a tax event or an investment company
event we will have the right to:
- redeem the corresponding junior subordinated debentures in whole, but not
in part, and cause a mandatory redemption of the preferred securities and
common securities in whole, but not in part, within 90 days following the
occurrence of the tax event or an investment company event, or
- terminate the related trust and cause the corresponding junior
subordinated debentures to be distributed to the holders of the preferred
securities and common securities in liquidation of the trust.
If provided in the applicable prospectus supplement, we will have the right
to extend or shorten the maturity of any series of corresponding junior
subordinated debentures at the time that we exercise our right to elect to
terminate the related trust and cause the corresponding junior subordinated
debentures to be distributed to the holders of the preferred securities and
common securities in liquidation of the trust.
When we use the term "additional sums" in this prospectus we mean the
additional amounts that may be necessary in order that the amount of
distributions then due and payable by a trust on its outstanding preferred
securities and common securities will not be reduced as a result of any
additional taxes, duties and other governmental charges to which the trust has
become subject as a result of a tax event.
When we use the term "tax event" we mean the receipt by the trust of an
opinion of counsel experienced in those matters to the effect that, as a result
of any amendment to, or change, including any announced prospective change, in,
the laws of the United States or any political subdivision or taxing authority
affecting taxation, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying those laws or regulations, which
amendment or change is effective or pronouncement or decision is announced on or
after the trust issues the preferred securities, there is more than an
insubstantial risk that:
- the trust is, or will be within 90 days of the date of the opinion,
subject to United States federal income tax with respect to income
received or accrued on the corresponding series of corresponding junior
subordinated debentures,
- interest payable by us on the series of corresponding junior subordinated
debentures is not, or within 90 days of the date of the opinion, will not
be, deductible, in whole or in part, for United States federal income tax
purposes, or
39
- the trust is, or will be within 90 days of the date of the opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.
When we use the term "investment company event" we mean the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority to the effect that the applicable trust is or will be considered an
investment company that is required to be registered under the Investment
Company Act of 1940, which change becomes effective on or after the date of
original issuance of the series of preferred securities issued by the trust.
When we use the term "like amount," we mean:
- with respect to a redemption of any series of preferred securities,
preferred securities having a liquidation amount equal to that portion of
the principal amount of corresponding junior subordinated debentures to
be contemporaneously redeemed, the proceeds of which will be used to pay
the redemption price of the preferred securities, and
- with respect to a distribution of corresponding junior subordinated
debentures to you, as a holder of preferred securities in connection with
a dissolution or liquidation of the related trust, corresponding junior
subordinated debentures having a principal amount equal to the
liquidation amount of your preferred securities.
When we use the term "liquidation amount," we mean the stated amount of $25
per preferred security and common security.
After the liquidation date fixed for any distribution of corresponding
junior subordinated debentures for any series of preferred securities:
- the series of preferred securities will no longer be deemed to be
outstanding,
- The Depository Trust Company, which we refer to in this prospectus as
"DTC," or its nominee, as the record holder of the series of preferred
securities, will receive a registered global certificate or certificates
representing the corresponding junior subordinated debentures to be
delivered upon that distribution, and
- any certificates representing the series of preferred securities not held
by DTC or its nominee will be deemed to represent the corresponding
junior subordinated debentures having a principal amount equal to the
stated liquidation preference of the series of preferred securities, and
bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid distributions on the series of preferred securities until you
present the certificates to the administrative trustees or their agent
for transfer or reissuance.
We can make no assurance as to what the market prices will be for the
preferred securities or the corresponding junior subordinated debentures that
may be distributed to you in exchange for your preferred securities if a
dissolution and liquidation of a trust were to occur. Accordingly, the preferred
securities that you purchase, or the corresponding junior subordinated
debentures that you receive on dissolution and liquidation of a trust, may trade
at a discount to the price that you paid to purchase the preferred securities.
VOLUNTARY DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES
If we so provide in the applicable prospectus supplement, we may elect, at
any time, to dissolve the trust and cause the corresponding junior subordinated
debentures to be distributed to you, as a holder of the preferred securities,
and us, as the holder of the common securities, in liquidation of the trust.
REDEMPTION PROCEDURES
The trust will redeem the preferred securities on each redemption date at
the redemption price with the applicable proceeds from the contemporaneous
redemption of the corresponding junior subordinated debentures. The trust will
make redemptions of the preferred securities and pay the redemption price only
to the
40
extent that it has funds available for the payment of the redemption price. See
also "-- Subordination of Common Securities."
If a trust gives notice to you of redemption of your preferred securities,
then by 12:00 noon, New York City time, on the redemption date, to the extent
funds are available, the property trustee will irrevocably deposit with DTC
funds sufficient to pay the applicable redemption price and will give DTC
irrevocable instructions and authority to pay the redemption price to you. See
"-- Book-Entry Issuance."
If the preferred securities are no longer in book-entry form, the trust, to
the extent funds are available, will irrevocably deposit with the paying agent
for the preferred securities funds sufficient to pay the applicable redemption
price to you and will give the paying agent irrevocable instructions and
authority to pay the redemption price to you upon surrender of your
certificates.
The trust will pay any distributions payable on or prior to the redemption
date for any preferred securities called for redemption to you on the relevant
record dates for the distribution. If the trust has given notice of redemption
and has deposited the required funds, then upon the date of the deposit, all
your rights will cease, except your right to receive the redemption price,
without interest on that redemption price, and your preferred securities will
cease to be outstanding. If any date fixed for redemption of preferred
securities is not a business day, then the trust will pay the redemption price
on the next succeeding day which is a business day, and without any interest or
other payment on account of the delay. However, if the business day falls in the
next calendar year, the trust will make the payment on the immediately preceding
business day. If payment of the redemption price is improperly withheld or
refused and not paid either by the trust or by us pursuant to the guarantee as
described under "Description of Guarantee," distributions on the preferred
securities will continue to accrue at the then applicable rate, from the
redemption date originally established by the trust for the preferred securities
to the date the redemption price is actually paid. In this case the actual
payment date will be the date fixed for redemption for purposes of calculating
the redemption price.
Subject to applicable law, including United States federal securities law,
we or our subsidiaries may at any time purchase outstanding preferred securities
by tender, in the open market or by private agreement.
The trust will make payment of the redemption price on the preferred
securities and any distribution of corresponding junior subordinated debentures
to the applicable record holders as they appear on the register for the
preferred securities on the relevant record date. This date will generally be
one business day prior to the relevant redemption date or liquidation date.
However, if any preferred securities are not in book-entry form, the relevant
record date for the preferred securities will be the date 15 days prior to the
redemption date or liquidation date.
If less than all of the preferred securities and common securities issued
by a trust are to be redeemed on a redemption date, then the aggregate
liquidation amount of the preferred securities and common securities to be
redeemed will be allocated proportionately among the preferred securities and
the common securities. The property trustee will select the particular preferred
securities to be redeemed on a proportionate basis not more than 60 days prior
to the redemption date from the outstanding preferred securities not previously
called for redemption, by any method that the property trustee deems fair and
appropriate. This method may provide for the selection for redemption of
portions, equal to $25 or an integral multiple of $25, of the liquidation amount
of preferred securities. The property trustee will promptly notify the trust
registrar in writing of the preferred securities selected for redemption and, in
the case of any preferred securities selected for partial redemption, the
liquidation amount of the preferred securities to be redeemed.
SUBORDINATION OF COMMON SECURITIES
The trust will make payment of distributions, any additional amounts and
the redemption price on the preferred securities and common securities
proportionately based on the liquidation amount of the preferred securities and
common securities. However, if on any distribution date or redemption date a
debenture event of default exists, the trust will not make any payment on the
common securities unless payment in full in cash of all accumulated and unpaid
distributions, any additional amounts and the full amount of the redemption
price on all of the outstanding preferred securities of the trust, has been made
or provided for. The property
41
trustee will apply all available funds first to the payment in full in cash of
all distributions on, or redemption price of, the preferred securities then due
and payable.
If any event of default resulting from a debenture event of default exists,
we as holder of the common securities of the trust will be deemed to have waived
any right to act with respect to the event of default under the trust agreement
until the effect of all those events of default with respect to the preferred
securities have been cured, waived or otherwise eliminated. Until any events of
default under the trust agreement with respect to the preferred securities have
been so cured, waived or otherwise eliminated, the property trustee will act
solely on your behalf, as a holder of the preferred securities, and not on our
behalf as holder of the common securities, and only you acting with the other
holders will have the right to direct the property trustee to act on your
behalf.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Each trust will automatically terminate upon expiration of its term or the
redemption of all of the preferred securities of the trust. In addition, we will
terminate the trust on the first to occur of:
- our bankruptcy, dissolution or liquidation,
- the distribution of a like amount of corresponding junior subordinated
debentures to the holders of its preferred securities and common
securities,
- the redemption of all of the preferred securities, and
- the entry of an order for the dissolution of the trust by a court of
competent jurisdiction.
If an early dissolution occurs as described in the clauses above, the
trustees will liquidate the trust as expeditiously as the trustees determine to
be possible by distributing, after satisfaction of liabilities to creditors of
the trust as provided by applicable law, to the holders of the preferred
securities and common securities a like amount of corresponding junior
subordinated debentures. If the property trustee determines that this
distribution is not practical, you will be entitled to receive out of the assets
of the trust available for distribution, after satisfaction of liabilities to
creditors of the trust as provided by applicable law, an amount equal to the
aggregate of the liquidation amount plus accrued and unpaid distributions to the
date of payment. We refer to this liquidation amount in this prospectus as the
"liquidation distribution." If the trust can make the liquidation distribution
only in part because it has insufficient assets available to pay the full
aggregate liquidation distribution, then it will pay the amounts on a
proportionate basis. We, as the holder of the common securities, will be
entitled to receive distributions upon any liquidation proportionately with you,
and the other holders of the preferred securities, except that if an event
exists that constitutes a debenture event of default, the preferred securities
will have a priority over the common securities. A supplemental indenture may
provide that if an early dissolution occurs as described in the third clause
above, the corresponding junior subordinated debentures may be subject to
optional redemption in whole, but not in part.
EVENTS OF DEFAULT; NOTICE
Under the terms of the form of trust agreement, each of the following
constitutes an event of default for a series of preferred securities:
- the occurrence of a debenture event of default under the junior
subordinated indenture (see "Description of Junior Subordinated
Debentures -- Debenture Events of Default"),
- default by the property trustee in the payment of any distribution when
it becomes due and payable, and continuation of that default for a period
of 30 days,
- default by the property trustee in the payment of any redemption price of
the preferred securities or common securities when it becomes due and
payable,
- default in the performance, or breach, in any material respect, of any
covenant or warranty of the trustees in the trust agreement, other than a
covenant or warranty a default in the performance of which or the breach
of which is dealt with in the second and third clauses above, and
continuation of
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the default or breach for a period of 60 days after there has been given
to the defaulting trustee or trustees by the holders of at least 10% in
aggregate liquidation amount of the outstanding preferred securities, a
written notice specifying the default or breach and requiring it to be
remedied and stating that the notice is a notice of default under such
trust agreement, or
- the bankruptcy or insolvency of the property trustee and our failure to
appoint a successor property trustee within 60 days of that event.
Within five business days after the occurrence of any event of default
actually known to the property trustee, the property trustee will transmit
notice of the event of default to you, the administrative trustees and us, as
depositor, unless the event of default has been cured or waived. We, as
depositor, and the administrative trustees are required to file annually with
the property trustee a certificate as to whether or not we are and they are in
compliance with all the conditions and covenants applicable to them and to us
under the trust agreement.
If a debenture event of default then exists, the preferred securities will
have a preference over the common securities upon termination of the trust. See
"-- Liquidation Distribution Upon Dissolution."
The existence of an event of default does not entitle you to accelerate the
maturity.
REMOVAL OF TRUSTEES
Unless a debenture event of default then exists, the holder of the common
securities may remove any trustee. If a debenture event of default then exists
the holders of a majority in liquidation amount of the outstanding preferred
securities may remove the property trustee and the Delaware trustee. In no event
will you have the right to vote to appoint, remove or replace the administrative
trustees. These voting rights are vested exclusively in us as the holder of the
common securities. No resignation or removal of a trustee and no appointment of
a successor trustee will be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the trust agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE
Unless an event of default then exists, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any jurisdiction in which
any part of the trust property may be located, we, as the holder of the common
securities, and the administrative trustees will have power to appoint one or
more persons approved by the property trustee either to act as a co-trustee,
jointly with the property trustee, of all or any part of the trust property, or,
to the extent required by law, to act as separate trustee. These persons will
have the powers provided in the instrument of appointment, and we may vest in
that person or persons any property, title, right or power deemed necessary or
desirable, subject to the provisions of the trust agreement. If a debenture
event of default exists, the property trustee alone will have power to make that
appointment.
MERGER OR CONSOLIDATION OF TRUSTEES
Any corporation into which the property trustee, the Delaware trustee or
any administrative trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the trustee is a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the trustee, will be the successor of such trustee under the trust
agreements, provided that the corporation is otherwise qualified and eligible.
MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUSTS
A trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other body, except as described below.
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A trust may, at our request, with the consent of the administrative
trustees and without your consent, merge with or into, consolidate, amalgamate,
or be replaced by a trust organized under the laws of any state. However, the
following conditions must be satisfied:
- the successor entity must either:
-- expressly assume all of the obligations of the trust relating to the
preferred securities, or
-- substitute for the preferred securities other securities having
substantially the same terms and the same ranking as the preferred
securities,
- we must expressly appoint a trustee of the successor entity possessing
the same powers and duties as the property trustee as the holder of the
corresponding junior subordinated debentures,
- the successor securities must be listed, or any successor securities must
be listed upon notification of issuance, on any national securities
exchange or other organization on which the preferred securities are then
listed,
- the merger, consolidation, amalgamation or replacement must not cause the
preferred securities, including any successor securities, to be
downgraded by any nationally recognized statistical rating organization,
- the merger, consolidation, amalgamation or replacement must not adversely
affect the rights, preferences and privileges of holders of the preferred
securities, including any successor securities, in any material respect,
- the successor entity must have a purpose identical to that of the trust,
- prior to the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease we must have received an opinion of counsel
to the trust to the effect that:
-- the merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of holders of
the preferred securities, including any successor securities, in any
material respect, and
-- following the merger, consolidation, amalgamation or replacement
neither the trust nor the successor entity will be required to register
as an investment company under the Investment Company Act, and
- we or any permitted successor or assignee must own all of the common
securities of the successor entity and guarantee the obligations of such
successor entity under the successor securities at least to the extent
provided by the guarantee.
However, a trust must not, except with the consent of holders of 100% in
liquidation amount of the preferred securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if it would
cause the trust or the successor entity to be classified as other than a grantor
trust for federal income tax purposes.
VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT
Except as provided below and under "Description of Guarantee -- Amendments
and Assignment" and as otherwise required by law and the applicable trust
agreement, you will have no voting rights.
We and the trustees may amend a trust agreement without your consent:
- to cure any ambiguity, correct or supplement any provisions in the trust
agreement which may be inconsistent with any other provision, or to make
any other provisions with respect to matters or questions arising under
the trust agreement, which are not inconsistent with the other provisions
of the trust agreement, or
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- to modify, eliminate or add to any provisions of the trust agreement to
the extent necessary to ensure that the trust will be classified for
federal income tax purposes as a grantor trust at all times that any
preferred securities and common securities are outstanding, or to ensure
that the trust will not be required to register as an investment company
under the Investment Company Act.
However, in the case of the first clause above, the action may not
adversely affect in any material respect the interests of the holders of the
preferred securities or our interests, as the holder of the common securities.
Any amendments of the trust agreement will become effective when notice is given
to you and us.
We and the trustees may also amend a trust agreement with:
- the consent of holders representing not less than a majority, based upon
liquidation amounts, of the outstanding preferred securities and common
securities, and
- receipt by the trustees of an opinion of counsel to the effect that the
amendment or the exercise of any power granted to the trustees under the
amendment will not affect the status of the trust as a grantor trust for
federal income tax purposes or its exemption from the status of an
"investment company" under the Investment Company Act.
Without both your and our consent a trust agreement may not be amended to:
- change the amount or timing of any distribution on the preferred
securities and common securities or otherwise adversely affect the amount
of any distribution of the preferred securities and common securities as
of a specified date, or
- restrict your or our right to institute suit for the enforcement of any
payment on or after that date.
So long as any corresponding junior subordinated debentures are held by the
property trustee, the trustees may not:
- direct the time, method and place of conducting any proceeding for any
remedy available to the debenture trustee, or for executing any trust or
power conferred on the debenture trustee with respect to the
corresponding junior subordinated debentures,
- waive any past default that is waiveable under specified sections of the
junior subordinated indenture,
- exercise any right to rescind or annul a declaration that the principal
of all the junior subordinated debentures is due and payable, or
- consent to any amendment, modification or termination of the junior
subordinated indenture or the corresponding junior subordinated
debentures, where that consent is required,
without, in each case, obtaining the prior approval of the holders of a majority
in aggregate liquidation amount of all outstanding preferred securities.
However, where a consent under the junior subordinated indenture would require
the consent of each holder of corresponding junior subordinated debentures
affected by the consent, no consent may be given by the property trustee without
the prior consent of each holder of the corresponding preferred securities.
The trustees may not revoke any action previously authorized or approved by
a vote of the preferred securities except by subsequent vote of the holders of
the preferred securities. The property trustee will notify you of any notice of
default with respect to the corresponding junior subordinated debentures. In
addition to obtaining the approval of the holders of the preferred securities
prior to taking any of these actions, the trustees must obtain an opinion of
counsel experienced in these matters to the effect that the trust will not be
classified as a corporation or partnership for United States federal income tax
purposes on account of the action.
Any required approval of holders of preferred securities may be given at a
meeting of holders of preferred securities convened for that purpose or through
a written consent. The property trustee will cause a notice of any meeting at
which you are entitled to vote, or of any matter upon which action by written
consent is to be taken, to be given to each holder of record of preferred
securities in the manner set forth in the trust agreement.
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Your vote or consent is not required for a trust to redeem and cancel the
preferred securities under the applicable trust agreement.
Any preferred securities that are owned by us, the trustees or any of our
affiliates or any affiliate of the trustees, will, for purposes of a vote or
consent, be treated as if they were not outstanding.
GLOBAL PREFERRED SECURITIES
We may issue a series of preferred securities in the form of one or more
global preferred securities. We will identify the depositary which will hold the
global preferred security in the applicable prospectus supplement. Unless we
otherwise indicate in the applicable prospectus supplement, the depositary will
be DTC. We will issue global preferred securities only in fully registered form
and in either temporary or permanent form. Unless it is exchanged for individual
preferred securities, a global preferred security may not be transferred except:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor depositary, or any
nominee of the successor.
We will describe the specific terms of the depositary arrangement in the
applicable prospectus supplement. We expect that the following provisions will
generally apply to these depositary arrangements.
BENEFICIAL INTERESTS IN A GLOBAL PREFERRED SECURITY
If we issue a global preferred security, the depositary for the global
preferred security or its nominee will credit on its book-entry registration and
transfer system the aggregate liquidation amounts of the individual preferred
securities represented by the global preferred securities to the accounts of
participants. The accounts will be designated by the dealers, underwriters or
agents for the preferred securities, or by us if the preferred securities are
offered and sold directly by us. Ownership of beneficial interests in a global
preferred security will be limited to participants or persons that may hold
interests through participants. Ownership and transfers of beneficial interests
in the global preferred security will be shown on, and effected only through,
records maintained by the applicable depositary or its nominee, for interests of
participants, and the records of participants, for interests of persons who hold
through participants. The laws of some states require that you take physical
delivery of the securities in definitive form. These limits and laws may impair
your ability to transfer beneficial interests in a global preferred security.
So long as the depositary or its nominee is the registered owner of the
global preferred security, the depositary or nominee will be considered the sole
owner or holder of the preferred securities represented by the global preferred
security for all purposes under the trust agreement. Except as provided below,
you:
- will not be entitled to have any of the individual preferred securities
represented by the global preferred security registered in your name,
- will not receive or be entitled to receive physical delivery of any
preferred securities in definitive form, and
- will not be considered the owner or holder of the preferred security
under the trust agreement.
PAYMENTS OF DISTRIBUTIONS
We will pay distributions on global preferred securities to the depositary
that is the registered holder of the global security, or its nominee. The
depositary for the preferred securities will be solely responsible and liable
for all payments made on account of your beneficial ownership interests in the
global preferred security and for maintaining, supervising and reviewing any
records relating to your beneficial ownership interests.
We expect that the depositary or its nominee, upon receipt of any payment
of liquidation amount, premium or distributions, immediately will credit
participants' accounts with amounts in proportion to their
46
respective beneficial interests in the aggregate liquidation amount of the
global preferred security as shown on the records of the depositary or its
nominee. We also expect that payments by participants to owners of beneficial
interests in the global preferred security held through those participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name." These payments will be the responsibility of those
participants.
ISSUANCE OF INDIVIDUAL PREFERRED SECURITIES
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of preferred securities is at any time unwilling, unable
or ineligible to continue as a depositary and we do not appoint a successor
depositary within 90 days, we will issue individual preferred securities in
exchange for the global preferred security. In addition, we may at any time and
in our sole discretion, subject to any limitations described in the prospectus
supplement relating to the preferred securities, determine not to have any
preferred securities represented by one or more global preferred securities. If
that occurs, we will issue individual preferred securities in exchange for the
global preferred security.
Further, we may specify that you may, on terms acceptable to us, the
property trustee and the depositary for the global preferred security, receive
individual preferred securities in exchange for your beneficial interests in a
global preferred security, subject to any limitations described in the
prospectus supplement relating to the preferred securities. In that instance,
you will be entitled to physical delivery of individual preferred securities
equal in liquidation amount to that beneficial interest and to have the
preferred securities registered in its name. Unless we otherwise specify, those
individual preferred securities will be issued in denominations of $25 and
integral multiples of $25.
PAYMENT AND PAYING AGENCY
The trust will make payments on the preferred securities to DTC, which will
credit the relevant accounts at DTC on the applicable distribution dates.
However, if any preferred securities are not held by DTC, the trust will make
the payments by check mailed to the address of the holder entitled to the
payment as shown on the register. Unless we state otherwise in the applicable
prospectus supplement, the paying agent will initially be the property trustee,
together with any co-paying agent chosen by the property trustee and acceptable
to the administrative trustees and us. The paying agent may resign as paying
agent upon 30 days' written notice to the administrative trustees, property
trustees and us. If the property trustee ceases to be the paying agent, the
administrative trustees will appoint a successor to act as paying agent. The
successor must be a bank or trust company acceptable to the administrative
trustees and us.
REGISTRAR AND TRANSFER AGENT
Unless we state otherwise in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the preferred
securities.
The trust will register transfers of preferred securities without charge,
but upon your payment of any tax or other governmental charges that may be
imposed in connection with any transfer or exchange. The trust will not be
required to register the transfer of its preferred securities after the
preferred securities have been called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee, unless an event of default then exists, will be
required to perform only those duties that are specifically set forth in the
applicable trust agreement. After an event of default, the property trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs. However, the property trustee is
under no obligation to exercise any of the powers vested in it by the trust
agreement at your request unless you offer reasonable indemnity against the
costs, expenses and liabilities that it might incur. If no event of default then
exists and the property trustee is required to decide between alternative causes
of action, construe ambiguous provisions in a trust agreement or is unsure of
the application of any provision of a trust agreement, and the matter is not one
on which holders are entitled under
47
the trust agreement to vote, then the property trustee will take such action as
is directed by us. If it is not so directed, the property trustee will take such
action as it deems advisable and in the best interests of the holders of the
preferred securities and the holder of the common securities and will have no
liability except for its own bad faith, negligence or willful misconduct.
MISCELLANEOUS
The trust agreements authorize and direct the administrative trustees to
operate the related trusts in such a way that the trust will not be deemed to be
an investment company required to be registered under the Investment Company Act
or taxed as a corporation for federal income tax purposes and so that the
corresponding junior subordinated debentures will be treated as our indebtedness
for United States federal income tax purposes. We and the administrative
trustees are authorized to take any action, not inconsistent with applicable
law, the certificate of trust of the trust or the trust agreement, that we and
the administrative trustees determine in our discretion to be necessary or
desirable for these purposes, as long as the action does not materially
adversely affect the interests of the holders of the preferred securities.
You have no preemptive or similar rights as a holder of preferred
securities. No trust may borrow money or issue debt or mortgage or pledge any of
its assets.
DESCRIPTION OF GUARANTEE
At the same time as the issuance by a trust of its preferred securities, we
will execute and deliver a guarantee for your benefit, as a holder of the
preferred securities. The Wilmington Trust Company will act as indenture trustee
under the guarantee for the purposes of compliance with the Trust Indenture Act.
The guarantee will be qualified as an indenture under the Trust Indenture Act.
The following description of the terms of the guarantee is a summary. It
summarizes only those portions of the guarantee which we believe will be most
important to your decision to invest in the preferred securities. You should
keep in mind, however, that it is the guarantee, and not this summary, which
defines your rights. There may be other provisions in the guarantee which are
also important to you. You should read the guarantee itself for a full
description of its terms. The guarantee is filed as an exhibit to the
Registration Statement that includes this prospectus. See "Where You Can Find
More Information" for information on how to obtain a copy of the guarantee. When
we refer in this summary to preferred securities, we mean the preferred
securities issued by a trust to which the guarantee relates.
GENERAL TERMS OF THE GUARANTEE
We will irrevocably agree to pay in full on a subordinated basis, to the
extent described below, the guarantee payments, as defined below, to you, as and
when due, regardless of any defense, right of set-off or counterclaim that the
trust may have or assert other than the defense of payment.
The following payments, which we refer to in this prospectus as the
"guarantee payments," to the extent not paid by or on behalf of the related
trust, will be subject to the guarantee:
- any accrued and unpaid distributions required to be paid to you on the
related preferred securities, to the extent that the trust has funds
available for the payments,
- the redemption price for any preferred securities called for redemption,
to the extent that the trust has funds available for the payments, or
- upon a voluntary or involuntary dissolution, winding up or liquidation of
the trust, unless the corresponding junior subordinated debentures are
distributed to you, the lesser of:
-- the liquidation distribution, and
-- the amount of assets of the trust remaining available for distribution
to you.
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Our obligation to make a guarantee payment may be satisfied by us directly
paying to you the required amounts or by causing the trust to pay the amounts to
you.
The guarantee will be an irrevocable guarantee on a subordinated basis of
the related trust obligations under the preferred securities, but will apply
only to the extent that the related trust has funds sufficient to make the
payments. It is not a guarantee of collection.
If we do not make interest payments on the corresponding junior
subordinated debentures held by the trust, we expect that the trust will not pay
distributions on the preferred securities and will not have funds legally
available for those payments. The guarantee will rank subordinate and junior in
right of payment to all senior debt. See "-- Status of the Guarantee."
As a non-operating holding company, most of our operating assets and the
assets of our consolidated subsidiaries are owned by our subsidiaries. We rely
primarily on dividends from our subsidiaries to meet our obligations for payment
of principal and interest on our outstanding debt obligations and corporate
expenses. Accordingly, our obligations under the guarantee will be effectively
subordinated to all existing and future liabilities of our subsidiaries. You
should rely only on our assets for payments we owe. The payment of dividends by
our insurance company subsidiaries is limited under the insurance holding
company laws in which those subsidiaries are domiciled. See "The Hartford
Financial Services Group, Inc."
Unless we state otherwise in the applicable prospectus supplement, the
guarantee does not limit the amount of secured or unsecured debt that we may
incur. We expect from time to time to incur additional senior debt.
We have, through the guarantee, the trust agreement, the junior
subordinated debentures, the junior subordinated indenture and the expense
agreement, taken together, fully, irrevocably and unconditionally guaranteed all
of the obligations of the trust under the preferred securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes the guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the obligations of the trust under the preferred
securities. See "Relationship Among the Preferred Securities, the Corresponding
Junior Subordinated Debentures and the Guarantees."
STATUS OF THE GUARANTEE
The guarantee will constitute an unsecured obligation of The Hartford
Financial Services Group, Inc. and will rank subordinate and junior in right of
payment to all its senior debt.
Unless we state otherwise in the applicable prospectus supplement, the
guarantee of a series of preferred securities will rank equally with the
guarantees relating to all other series of preferred securities that we may
issue. The guarantee will constitute a guarantee of payment and not of
collection, which means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under the guarantee without
first instituting a legal proceeding against any other person or entity. The
property trustee of the related trust will hold the guarantee for your benefit.
The guarantee will not be discharged except by payment of the guarantee payments
in full to the extent not paid by the trust or upon distribution of the
corresponding junior subordinated debentures to you.
AMENDMENTS AND ASSIGNMENT
We may not amend the guarantee without the prior approval of the holders of
not less than a majority of the aggregate liquidation amount of outstanding
preferred securities, except for any changes which do not materially adversely
affect the rights of the holders of the preferred securities, in which case no
vote will be required. The manner of obtaining any approval will be as set forth
under "Description of the Preferred Securities -- Voting Rights; Amendment of
Trust Agreement."
All guarantees and agreements contained in the guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then outstanding.
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EVENTS OF DEFAULT
An event of default under the guarantee will occur when we fail to perform
any of our payment or other obligations under the guarantee. The holders of not
less than a majority in aggregate liquidation amount of the related preferred
securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee under the guarantee
or to direct the exercise of any trust or power conferred upon the guarantee
trustee under the guarantee.
You may institute a legal proceeding directly against us to enforce your
rights under the guarantee without first instituting a legal proceeding against
the trust, the guarantee trustee or any other person or entity.
We, as guarantor, are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under the guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, unless a default by us in the performance of the
guarantee then exists, is required to perform only those duties that are
specifically set forth in the guarantee. After a default under the guarantee,
the guarantee trustee must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
However, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by the guarantee at your request unless you offer reasonable
indemnity against the costs, expenses and liabilities that it might incur.
TERMINATION OF THE GUARANTEE
The guarantee will terminate and be of no further force and effect:
- upon full payment of the redemption price of the related preferred
securities,
- upon full payment of the amounts payable upon liquidation of the related
trust, or
- upon distribution of corresponding junior subordinated debentures to the
holders of the preferred securities.
The guarantee will continue to be effective or will be reinstated if at any
time you must restore payment of any sums paid under the preferred securities or
the guarantee.
GOVERNING LAW
The guarantee will be governed by and construed in accordance with the laws
of the State of New York.
THE EXPENSE AGREEMENT
Under an expense agreement entered into by us, we will irrevocably and
unconditionally guarantee to each person or entity to whom a trust becomes
indebted or liable, the full payment of any costs, expenses or liabilities of
the trust, other than obligations of the trust to pay to you the amounts due to
you under the terms of the preferred securities.
DESCRIPTION OF CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
The corresponding junior subordinated debentures are to be issued in one or
more series of junior subordinated debentures under the junior subordinated
indenture with terms corresponding to the terms of the related preferred
securities. See "Description of Junior Subordinated Debentures."
The following description of the terms of the corresponding junior
subordinated debentures and the junior subordinated indenture is a summary. It
summarizes only those portions of the junior subordinated indenture which we
believe will be most important to your decision to invest in the preferred
securities. You should keep in mind, however, that it is the junior subordinated
indenture, and not this summary, which defines your rights. There may be other
provisions in the junior subordinated indenture which are also important to you.
You
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should read the junior subordinated indenture itself for a full description of
its terms. The junior subordinated indenture is filed as an exhibit to the
Registration Statement that includes this prospectus. See "Where You Can Find
More Information" for information on how to obtain a copy of the junior
subordinated indenture.
GENERAL TERMS OF THE CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
At the same time a trust issues preferred securities, the trust will invest
the proceeds from the sale and the consideration paid by us for the common
securities in a series of corresponding junior subordinated debentures issued by
us to the trust. Each series of corresponding junior subordinated debentures
will be in the principal amount equal to the aggregate stated liquidation amount
of the related preferred securities plus our investment in the common securities
and, unless we state otherwise in the applicable prospectus supplement, will
rank equally with all other series of corresponding junior subordinated
debentures. The corresponding junior subordinated debentures will be unsecured
and subordinate and junior in right of payment to the extent and in the manner
set forth in the junior subordinated indenture to all our senior debt. See
"Description of Junior Subordinated Debentures -- Subordination" and the
prospectus supplement relating to any offering of related preferred securities.
OPTIONAL REDEMPTION
Unless we state otherwise in the applicable prospectus supplement, we may,
at our option, redeem the corresponding junior subordinated debentures on any
interest payment date, in whole or in part. Unless we state otherwise in the
applicable prospectus supplement, the redemption price for any corresponding
junior subordinated debentures will be equal to any accrued and unpaid interest
to the date fixed for redemption, plus the greater of:
- the principal amount of the debentures, and
- an amount equal to:
-- for junior subordinated debentures bearing interest at a fixed rate,
the discounted remaining fixed amount payments. See "Description of
Junior Subordinated Debentures -- Redemption."
-- for junior subordinated debentures bearing interest determined by
reference to a floating rate, the discounted swap equivalent payments.
See "Description of Junior Subordinated Debentures -- Redemption."
If a tax event or an investment company event exists, we may, at our
option, redeem the corresponding junior subordinated debentures on any interest
payment date falling within 90 days of the occurrence of the tax event or
investment company event, in whole but not in part, subject to the provisions of
the junior subordinated indenture. The redemption price for any corresponding
junior subordinated debentures will be equal to 100% of the principal amount of
the corresponding junior subordinated debentures then outstanding plus accrued
and unpaid interest to the date fixed for redemption. See "Description of Junior
Subordinated Debentures -- Redemption."
For so long as the applicable trust is the holder of all the outstanding
series of corresponding junior subordinated debentures, the trust will use the
proceeds of any redemption to redeem the corresponding preferred securities. We
may not redeem a series of corresponding junior subordinated debentures in part
unless all accrued and unpaid interest has been paid in full on all outstanding
corresponding junior subordinated debentures of the series for all interest
periods terminating on or prior to the redemption date.
COVENANTS OF THE HARTFORD FINANCIAL SERVICES GROUP, INC.
We will covenant in the junior subordinated indenture for each series of
corresponding junior subordinated debentures that we will pay additional sums to
the trust, if:
- the trust that has issued the corresponding series of preferred
securities and common securities is the holder of all of the
corresponding junior subordinated debentures,
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- a tax event exists, and
- we have not redeemed the corresponding junior subordinated debentures or
terminated the trust.
We will also covenant, for each series of corresponding junior subordinated
debentures, that we and our subsidiaries will not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment on any of our capital stock, or
- make any payment of principal of, interest or premium, if any, on or
repay or repurchase or redeem any debt securities, including other
corresponding junior subordinated debentures, that rank equally with or
junior in interest to the corresponding junior subordinated debentures or
make any related guarantee payments,
other than:
- dividends or distributions in our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee of preferred securities,
if at that time:
- there has occurred any event of which we have actual knowledge that with
the giving of notice or the lapse of time, or both, would constitute an
"event of default" under the junior subordinated indenture for that
series of corresponding junior subordinated debentures which we have not
taken reasonable steps to cure,
- we are in default on our payment of any obligations under the related
guarantee, or
- we have given notice of our selection of an extension period as provided
in the junior subordinated indenture for that series of corresponding
junior subordinated debentures and have not rescinded that notice, or the
extension period, or any extension, is continuing.
We will also covenant, for each series of corresponding junior subordinated
debentures:
- to maintain, by ourselves or our permitted successors, directly or
indirectly, 100% ownership of the common securities of the trust to which
corresponding junior subordinated debentures have been issued,
- not to voluntarily terminate, wind-up or liquidate any trust, except in
connection with a distribution of corresponding junior subordinated
debentures to you in liquidation of the trust, or in connection with
mergers, consolidations or amalgamations permitted by the related trust
agreement, and
- to use our reasonable efforts, consistent with the terms and provisions
of the related trust agreement, to cause the trust to remain a statutory
trust and not to be classified as an association taxable as a corporation
for United States federal income tax purposes.
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING
JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEES
As long as payments of interest and other payments are made when due on
each series of corresponding junior subordinated debentures, these payments will
be sufficient to cover distributions and other payments due on the related
preferred securities, primarily because:
- the aggregate principal amount of each series of corresponding junior
subordinated debentures will be equal to the sum of the aggregate stated
liquidation amount of the corresponding preferred securities and
corresponding common securities,
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- the interest rate and interest and other payment dates on each series of
corresponding junior subordinated debentures will match the distribution
rate and distribution and other payment dates for the corresponding
preferred securities,
- we will pay for all and any costs, expenses and liabilities of the trust
except the obligations of the trust to holders of its preferred
securities under the preferred securities, and
- each trust agreement further provides that the trust will not engage in
any activity that is not consistent with the limited purposes of the
trust.
We will irrevocably guarantee payments of distributions and other amounts
due on the preferred securities, to the extent the trust has funds available for
the payment of such distributions, to the extent set forth under "Description of
Guarantee."
Taken together, our obligations under each series of junior subordinated
debentures, the junior subordinated indenture, the related trust agreement, the
related expense agreement and the related guarantee provide a full, irrevocable
and unconditional guarantee of payments of distributions and other amounts due
on the related series of preferred securities. No single document standing alone
or operating in conjunction with fewer than all of the other documents
constitutes the guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of the obligations of the trust under the preferred securities. If and to the
extent that we do not make payments on any series of corresponding junior
subordinated debentures, the trust will not pay distributions or other amounts
due on its preferred securities.
Notwithstanding anything to the contrary in the junior subordinated
indenture, we have the right to set-off any payment we are otherwise required to
make under the indenture with and to the extent we have made or are making a
payment under the related guarantee.
You may institute a legal proceeding directly against us to enforce your
rights under the related guarantee without first instituting a legal proceeding
against the guarantee trustee, the related trust or any other person or entity.
The preferred securities of each trust evidence your rights to the benefits
of the trust. Each trust exists for the sole purpose of issuing its preferred
securities and common securities, investing the proceeds from the sale of such
securities in corresponding junior subordinated debentures and related purposes.
A principal difference between your rights as a holder of a preferred
security and the rights of a holder of a corresponding junior subordinated
debenture is that a holder of a corresponding junior subordinated debenture will
accrue, and, subject to the permissible extension of the interest period, is
entitled to receive, interest on the principal amount of corresponding junior
subordinated debentures held, while you are only entitled to receive
distributions if and to the extent the trust has funds available for the payment
of those distributions.
Upon any voluntary or involuntary termination, winding-up or liquidation of
any trust involving the liquidation of the corresponding junior subordinated
debentures, you will be entitled to receive, out of assets held by the trust,
the liquidation distribution in cash. See "Description of Preferred
Securities -- Liquidation Distribution Upon Termination."
Upon any voluntary or involuntary liquidation or bankruptcy of The Hartford
Financial Services Group, Inc., the property trustee, as holder of the
corresponding junior subordinated debentures, would be a subordinated creditor.
In this case, the property trustee would be subordinated in right of payment to
all senior debt, but entitled to receive payment in full of principal and
interest, before any of our stockholders receive payments or distributions.
Since we are the guarantor under each guarantee and have agreed to pay for all
costs, expenses and liabilities of each trust, your position as a holder of the
preferred securities and the position of a holder of the corresponding junior
subordinated debentures relative to other creditors and to our stockholders in
the event of liquidation or bankruptcy of our company would be substantially the
same.
53
A default or event of default under any senior debt would not constitute a
default or event of default under the junior subordinated indenture. However, in
the event of payment defaults under, or acceleration of, senior debt, the
subordination provisions of the junior subordinated indenture provide that we
may not make payments on the corresponding junior subordinated debentures until
the senior debt has been paid in full or any payment default under the senior
debt has been cured or waived. Our failure to make required payments on any
series of corresponding junior subordinated debentures would constitute an event
of default under the junior subordinated indenture.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus through agents,
underwriters or dealers, or directly to purchasers.
Agents whom we designate may solicit offers to purchase the securities.
- We will name any agent involved in offering or selling securities, and
disclose any commissions that we will pay to the agent, in the applicable
prospectus supplement.
- Unless we indicate otherwise in the applicable prospectus supplement, our
agents will act on a best efforts basis for the period of their
appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
1933, as amended, of any of the securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
- If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of the securities.
- We will include the names of the specific managing underwriter or
underwriters, as well as the names of any other underwriters, and the
terms of the transactions, including the compensation the underwriters
and dealers will receive, in the applicable prospectus supplement.
- The underwriters will use the applicable prospectus supplement to sell
the securities.
We may use a dealer to sell the securities.
- If we use a dealer, we, as principal, will sell the securities to the
dealer.
- The dealer will then sell the securities to the public at varying prices
that the dealer will determine at the time it sells our securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in the applicable prospectus supplement.
We may solicit directly offers to purchase the securities, and we may
directly sell the securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may also offer and sell securities, if so indicated in the applicable
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms referred to as remarketing firms, acting as principals for
their own accounts or as our agents. Any remarketing firm will be identified and
the terms of its agreement, if any, with us, and its compensation will be
described in the applicable prospectus supplement. Remarketing firms may be
deemed to be underwriters under the Securities Act in connection with the
securities they remarket.
We may indemnify agents, underwriters, dealers and remarketing firms
against certain liabilities, including liabilities under the Securities Act. Our
agents, underwriters, dealers and remarketing firms, or their affiliates, may be
customers of, engage in transactions with or perform services for us, in the
ordinary course of business.
54
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase the securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we describe in the prospectus supplement.
- We will describe in the applicable prospectus supplement the commission
that underwriters and agents soliciting purchases of the securities under
delayed contracts will be entitled to receive.
LEGAL OPINIONS
Unless we state otherwise in the applicable prospectus supplement the
validity of any securities offered by this prospectus will be passed upon for us
by Debevoise & Plimpton, New York, New York, and for the trusts by Richards,
Layton & Finger, P.A., special Delaware counsel to the trusts, and for any
underwriters or agents by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the Company's changes in its
method of accounting for (a) goodwill and indefinite-lived intangible assets in
2002, (b) accounting for derivative instruments and hedging activities in 2001
and (c) the recognition of interest income and impairment on purchased retained
beneficial interests in securitized financial assets in 2001), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission. The Registration Statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the Securities and Exchange Commission allow us to omit some
of the information about The Hartford Financial Services Group, Inc. In
addition, we file reports, proxy statements, information statements and other
information with the Securities and Exchange Commission. This information may be
read and copied at the Public Reference Room of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Information regarding the operation of the Public Reference Room may be obtained
by calling the Securities and Exchange Commission at 1-800-SEC-0330. The
material may also be accessed electronically by means of the Securities and
Exchange Commission's home page on the Internet at http://www.sec.gov or through
our web site at http://www.thehartford.com.
Our common stock is listed on the New York Stock Exchange, Inc. You can
also inspect reports and other information concerning us at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
55
INCORPORATION BY REFERENCE
The rules of the Securities and Exchange Commission allow us to incorporate
by reference information into this prospectus. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Securities and Exchange Commission will automatically update
and supercede this information. This prospectus incorporates by reference the
documents listed below.
- Our Annual Report on Form 10-K for the year ended December 31, 2002,
- description of our common stock and the rights associated with our common
stock contained in our registration statement on Form 8-A, dated
September 18, 1995 (as amended by the Form 8-A/A filed on November 13,
1995),
- our current reports on Form 8-K filed on March 17, 2003 and March 25,
2003, and
- all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this prospectus. You
should direct requests for those documents to The Hartford Financial Services
Group, Inc., Hartford Plaza, Hartford, Connecticut 06115, Attention: Brian S.
Becker, Senior Vice President and Corporate Secretary (Telephone: 860-547-5000).
56
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses to be incurred by The
Hartford Financial Services Group, Inc. in connection with the issuance and
distribution of the securities being registered. Except for the Securities and
Exchange Commission filing fee, all amounts shown are estimates.
<Table>
Securities and Exchange Commission filing fee............... $209,253
Fees and expenses of Trustee................................ $ 15,000
Printing and engraving expenses............................. $ 14,000
Accountant's fees and expenses.............................. $ 25,000
Legal fees and expenses..................................... $250,000
Miscellaneous expenses...................................... $ 11,747
--------
Total..................................................... $525,000
========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that the person's conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly
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and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its
II-2
participants or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article 4 of The Hartford Financial Services Group, Inc.'s Amended and
Restated By-Laws provides in regard to indemnification of directors and officers
as follows:
4.1(a) Right to Indemnification. The Corporation, to the fullest
extent permitted by applicable law as then in effect, shall indemnify any
person who is or was a Director or officer of the Corporation and who is or
was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending
or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason
of the fact that such person is or was a Director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered
Entity"), against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such Proceeding. Any such former or present
Director or officer of the Corporation finally determined to be entitled to
indemnification as provided in this Article 4 is hereinafter called an
"Indemnitee." Until such final determination is made, such former or
present Director or officer shall be a "Potential Indemnitee" for purposes
of this Article 4. Notwithstanding the foregoing provisions of this Section
4.1(a), the Corporation shall not indemnify an Indemnitee with respect to
any Proceeding commenced by such Indemnitee unless the commencement of such
Proceeding by such Indemnitee has been approved by a majority vote of the
Disinterested Directors (as defined in Section 4.5(d); provided, however,
that such approval of a majority of the Disinterested Directors shall not
be required with respect to any Proceeding commenced by such Indemnitee
after a Change in Control (as defined in Section 4.5(d)) has occurred.
(b) Effect of Amendments. Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of this Article 4
(including, without limitation, this Section 4.1(b)) shall adversely affect
the rights of any Director or officer under this Article 4 (i) with respect
to any Proceeding commenced or threatened prior to such amendment, repeal
or adoption of an inconsistent provision or (ii) after the occurrence of a
Change in Control, with respect to any Proceeding arising out of any action
or omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
Director or officer.
4.2 Insurance, Contracts and Funding. The Corporation may purchase
and maintain insurance to protect itself and any Director, officer,
employee or agent of the Corporation against any expenses, judgments, fines
and amounts paid in settlement as specified in Section 4.1(a) or Section
4.6 of this Article 4 or incurred by any Director, officer, employee or
agent of the Corporation in connection with any Proceeding referred to in
such Sections, to the fullest extent permitted by applicable law as then in
effect. The Corporation may enter into contracts with any Director,
officer, employee or agent of the Corporation or any director, officer,
employee, fiduciary or agent of any Covered Entity in furtherance of the
provisions of this Article 4 and may create a trust fund or use other means
(including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided
in this Article 4.
4.3 Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article 4 shall not be exclusive of any
other rights to which any Indemnitee or Potential Indemnitee may otherwise
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be entitled, and the provisions of this Article 4 shall inure to the
benefit of the heirs and legal representatives of any Indemnitee or
Potential Indemnitee under this Article 4 and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article 4,
whether arising from acts or omissions occurring before or after such
adoption.
4.4 Advancement of Expenses. Each Potential Indemnitee shall be
entitled to receive advance payment of any expenses actually and reasonably
incurred by such Potential Indemnitee in connection with such Proceeding
prior to a determination of entitlement to indemnification pursuant to
Section 4.5(a). Each Potential Indemnitee shall submit a statement or
statements to the Corporation requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding,
reasonably evidencing the expenses incurred by such Potential Indemnitee
and accompanied by an undertaking by or on behalf of such Potential
Indemnitee to repay the amounts advanced if ultimately it should be
determined that such Potential Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article 4. A determination of the
reasonableness of such expenses shall be made and such reasonable expenses
shall be advanced pursuant to procedures to be established from time to
time by the Board or its designee(s) (the "Advancement Procedures"). The
amendment or repeal of, and the adoption of a provision inconsistent with,
any provision of the Advancement Procedures shall be governed by Section
4.1(b) of this Article 4. Notwithstanding the foregoing provisions of this
Section 4.4, the Corporation shall not advance expenses to a Potential
Indemnitee with respect to any Proceeding commenced by such Potential
Indemnitee unless the commencement of such Proceeding by such Potential
Indemnitee has been approved by a majority vote of the Disinterested
Directors; provided, however, that such approval of a majority of the
Disinterested Directors shall not be required with respect to any
Proceeding commenced by such Potential Indemnitee after a Change in Control
has occurred.
4.5 Indemnification Procedures; Presumptions and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions of this Article 4, the following procedures,
presumptions and remedies shall apply with respect to the right to
indemnification under this Article 4:
(a) Procedures for Determination of Entitlement to
Indemnification. (i) To obtain indemnification under this Article 4, a
Potential Indemnitee shall submit to the Secretary of the Corporation a
written request, including such documentation and information as is
reasonably available to the Potential Indemnitee and reasonably
necessary to determine whether and to what extent the Potential
Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Potential Indemnitee's
entitlement to indemnification shall be made not later than 60 days
after the later of (A) the receipt by the Corporation of the written
request for indemnification together with the Supporting Documentation
and (B) the receipt by the Corporation of written notice of final
disposition of the Proceeding for which indemnification is sought. The
Secretary of the Corporation shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the
Indemnitee has requested indemnification.
(ii) The Potential Indemnitee's entitlement to indemnification
under this Article 4 shall be determined in one of the following ways:
(A) by a majority vote of the Disinterested Directors whether or not
they constitute a quorum of the Board; (B) by a committee of the
Disinterested Directors designated by a majority vote of the
Disinterested Directors, whether or not they constitute a quorum of the
Board; (C) by a written opinion of Independent Counsel as defined in
Section 4.5(d)) if (x) a Change in Control shall have occurred and the
Potential Indemnitee so requests or (y) there are no Disinterested
Directors or a majority of such Disinterested Directors so directs; (D)
by the stockholders of the Corporation; or (E) as provided in Section
4.5(b) of this Article 4.
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
4.5(a)(ii), a majority of the Disinterested Directors (or, if there are
no Disinterested Directors, the General Counsel of the Corporation or,
if the General Counsel is or was a party to the Proceeding in respect of
which indemnification is sought, the highest ranking officer of the
Corporation who is not and was not a party to such Proceeding) shall
select the
II-4
Independent Counsel, but only an Independent Counsel to which the
Potential Indemnitee does not reasonably object; provided, however, that
if a Change in Control shall have occurred, the Potential Indemnitee
shall select such Independent Counsel, but only an Independent Counsel
to which a majority of the Disinterested Directors does not reasonably
object.
(b) Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article 4, if a Change in Control
shall have occurred, the Potential Indemnitee shall be presumed to be
entitled to indemnification under this Article 4 (with respect to
actions or failures to act occurring prior to such Change in Control)
upon submission of a request for indemnification together with the
Supporting Documentation in accordance with Section 4.5(a)(i)(A) of this
Article 4, and thereafter the Corporation shall have the burden of proof
to overcome that presumption in reaching a contrary determination. In
any event, if the person or persons empowered under Section 4.5(a) of
this Article 4 to determine entitlement to indemnification shall not
have been appointed or shall not have made a determination within 60
days after the later of (x) receipt by the Corporation of the written
request for indemnification together with the Supporting Documentation
and (y) the receipt by the Corporation of written notice of final
disposition of the Proceeding for which indemnification is sought, the
Potential Indemnitee shall be deemed to be, and shall be, entitled to
indemnification. The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, adversely affect the right of the Potential Indemnitee to
indemnification or create a presumption that the Potential Indemnitee
did not act in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal Proceeding, that the
Potential Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.
(c) Remedies. (i) In the event that a determination is made
pursuant to Section 4.5(a) of this Article 4 that the Potential
Indemnitee is not entitled to indemnification under this Article 4, (A)
the Potential Indemnitee shall be entitled to seek an adjudication of
his or her entitlement to such indemnification either, at the Potential
Indemnitee's sole option, in (x) an appropriate court of the state of
Delaware or any other court of competent jurisdiction or (y) an
arbitration to be conducted by a single arbitrator pursuant to the rules
of the American Arbitration Association; (B) any such judicial
proceeding or arbitration shall be de novo and the Indemnitee shall not
be prejudiced by reason of such adverse determination; and (C) if a
Change in Control shall have occurred, in any such judicial proceeding
or arbitration, the Corporation shall have the burden of proving that
the Potential Indemnitee is not entitled to indemnification under this
Article 4 (with respect to actions or omissions occurring prior to such
Change in Control).
(ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.5(a) or (b) of this Article 4, that the
Potential Indemnitee is entitled to indemnification, the Corporation
shall be obligated to pay the amounts constituting such indemnification
within five days after such determination has been made or deemed to
have been made and shall be conclusively bound by such determination
unless (A) the Indemnitee misrepresented or failed to disclose a
material fact in making the request for indemnification or in the
Supporting Documentation or (B) such indemnification is prohibited by
law. In the event that payment of indemnification is not made within
five days after a determination of entitlement to indemnification has
been made or deemed to have been made pursuant to Section 4.5(a) or (b)
of this Article 4, the Indemnitee shall be entitled to seek judicial
enforcement of the Corporation's obligation to pay to the Indemnitee
such indemnification. Notwithstanding the foregoing, the Corporation may
bring an action, in an appropriate court in the state of Delaware or any
other court of competent jurisdiction, contesting the right of the
Indemnitee to receive indemnification hereunder due to the occurrence of
an event described in Subclause (A) or (B) of this subsection (each, a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
II-5
(iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section
4.5(c) that the procedures and presumptions of this Article 4 are not
valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Corporation is bound by all the
provisions of this Article 4.
(iv) In the event that the Indemnitee or Potential Indemnitee,
pursuant to this Section 4.5(c), seeks a judicial adjudication of or an
award in arbitration to enforce his or her rights under, or to recover
damages for breach of, this Article 4, such person shall be entitled to
recover from the Corporation, and shall be indemnified by the
Corporation against, any expenses actually and reasonably incurred by
such person in connection with such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that such person is entitled to receive part but not all of
the indemnification or advancement of expenses sought, the expenses
incurred by such person in connection with such judicial adjudication or
arbitration shall be prorated accordingly.
(d) Definitions. For purposes of this Article 4:
(i) "Change in Control" means a change in control of the
Corporation of a nature that would be required to be reported in
response to Item 6(e) (or any successor provision) of Schedule 14A of
Regulation 14A (or any amendment or successor provision thereto)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Act"), whether or not the Corporation is then subject to such
reporting requirement; provided that, without limitation, such a
change in control shall be deemed to have occurred if (A) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the voting power of all
outstanding shares of stock of the Corporation entitled to vote
generally in an election of Directors without the prior approval of
at least two-thirds of the members of the Board in office immediately
prior to such acquisition; (B) the Corporation is a party to any
merger or consolidation in which the Corporation is not the
continuing or surviving corporation or pursuant to which shares of
the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the Corporation
in which the holders of the Corporation's common stock immediately
prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger; (C)
there is a sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, the assets of the Corporation, or liquidation or
dissolution of the Corporation; (D) the Corporation is a party to a
merger, consolidation, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Board in
office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or (E) during any period of
two consecutive years, individuals who at the beginning of such
period constituted the Board (including for this purpose any new
Director whose election or nomination for election by the
stockholders was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the beginning of
such period) cease for any reason to constitute at least a majority
of the Board.
(ii) "Disinterested Director" means a Director who is not or was
not a party to the Proceeding in respect of which indemnification is
sought by the Indemnitee or Potential Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years has
been, retained to represent: (a) the Corporation or the Indemnitee in
any matter material to either such party or (b) any other party to
the Proceeding giving rise to a claim for indemnification under this
Article 4. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under applicable standards
of professional conduct then prevailing under the law of the State of
Delaware, would have a
II-6
conflict of interest in representing either the Corporation or the
Indemnitee or Potential Indemnitees in an action to determine the
Indemnitee's or Potential Indemnitee's rights under this Article 4.
4.6 Indemnification of Employees and Agents. Notwithstanding any
other provision of this Article 4, the Corporation, to the fullest extent
permitted by applicable law as then in effect, may indemnify any person
other than a Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was involved in any
manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
Proceeding by reasons of the fact that such person is or was an employee or
agent of the Corporation or was or is serving, at the request of the
Corporation, as a director, officer, employee, or agent of a Covered Entity
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person
in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with
any such Proceeding, consistent with the provisions of applicable law as
then in effect. If made or advanced, such indemnification shall be made and
such reasonable expenses shall be advanced pursuant to procedures to be
established from time to time by the Board or its designee(s).
4.7 Severability. If any of this Article 4 shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Article 4 (including, without limitation, all portions of any Section of
this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Article 4 (including,
without limitation, all portions of any Section of this Article 4
containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under section 174 of this Title, or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes
effective. All references in this paragraph to a director shall also be
deemed to refer (x) to a member of the governing body of a corporation
which is not authorized to issue capital stock, and (y) to such other
person or persons, if any, who, pursuant to a provision of the
certificate of incorporation in accordance with sec. 141(a) of this
title, exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article SIXTH of The Hartford Financial Services Group, Inc.'s Amended and
Restated Certificate of Incorporation provides in regard to the limitation of
liability of directors and officers as follows:
To the fullest extent permitted by applicable law as then in effect,
no director or officer shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director
or officer, except for liability (a) for any breach of the director's duty
of loyalty to the
II-7
Corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law, (d) for
any transaction from which the director derived an improper personal
benefit or (e) for any act or omission occurring prior to the effective
date of this ARTICLE SIXTH. Any repeal or modification of this ARTICLE
SIXTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director or officer of the Corporation existing at
the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.
We have policies in force and effect that insure our directors and officers
against losses which they or any of them will become legally obligated to pay by
reason of any actual or alleged error or misstatement or misleading statement or
act or omission or neglect or breach of duty by such directors and officers in
the discharge of their duties, individually or collectively, or as a result of
any matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policies.
The underwriters or agents on whose behalf the agreements listed as
Exhibits 1.01 through 1.06 to this registration statement will be executed will
agree in those agreements to indemnify directors and officers of The Hartford
Financial Services Group, Inc., and persons controlling The Hartford Financial
Services Group, Inc., within the meaning of the Securities Act of 1933, as
amended, against certain liabilities that might arise out of or are based upon
certain information furnished to us by any such underwriter or agent.
THE TRUSTS
The Hartford Financial Services Group, Inc., as Depositor, has agreed to
indemnify the Issuer Trustees for, and to hold the Issuer Trustees harmless
against, any loss, damage, claims, liability, penalty or expense incurred
without negligence or bad faith on the part of any Issuer Trustee, arising out
of or in connection with the acceptance or administration of the Trust
Agreement, including the costs and expenses of any Issuer Trustee of defending
itself against any claim or liability in connection with the exercise and
performance of any of its powers or duties under the Trust Agreement.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
1.01 Form of Underwriting Agreement (Equity) (incorporated herein
by reference to Exhibit 1.01 to the Registration Statement
on Form S-3 (Registration No. 333-88762) of the Hartford
Financial Services Group, Inc. (the "Hartford"), Hartford
Capital IV, Hartford Capital V and Hartford Capital VI).
1.02 Form of Underwriting Agreement (Debt) (incorporated herein
by reference to Exhibit 1.02 to the Registration Statement
on Form S-3 (Registration No. 333-12617) of The Hartford,
Hartford Capital II, Hartford Capital III and Hartford
Capital IV).
1.03 Form of Underwriting Agreement (Preferred Securities)
(incorporated herein by reference to Exhibit 1.03 to the
Registration Statement on Form S-3 (Registration No.
333-88762) of the Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
1.04 Form of Underwriting Agreement (Stock Purchase Contracts)
(incorporated herein by reference to Exhibit 1.04 to the
Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
1.05 Form of Underwriting Agreement (Stock Purchase Units).*
1.06 Form of Underwriting Agreement (Warrants).*
4.01 Amended and Restated Certificate of Incorporation of The
Hartford, amended effective May 1, 2002 (incorporated herein
by reference to Exhibit 3.01 to the Hartford's Form 10-Q for
the quarterly period ended March 31, 2002).
4.02 Amended and Restated By-Laws of The Hartford, amended
effective February 20, 2003 (incorporated herein by
reference to Exhibit 3.02 to The Hartford's Form 10-K for
the fiscal year ended December 31, 2002).
</Table>
II-8
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
4.03 Senior Indenture, dated as of October 20, 1995, between ITT
Hartford Group, Inc. ("ITT Hartford") and The Chase
Manhattan Bank (National Association) as Trustee.(+)
4.04 Form of Subordinated Indenture (incorporated herein by
reference to Exhibit 4.04 to the Registration Statement on
Form S-3 (Registration No. 333-12617) of The Hartford,
Hartford Capital II, Hartford Capital III and Hartford
Capital IV).
4.05 Junior Subordinated Indenture, dated as of October 30, 1996,
between ITT Hartford and Wilmington Trust Company, as
Trustee.(+)
4.06 Certificate of Trust of Hartford Capital IV (incorporated
herein by reference to Exhibit 4.15 to the Registration
Statement on Form S-3 (Registration No. 33-98014) of ITT
Hartford, Hartford Capital I, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
4.07 Trust Agreement of Hartford Capital IV (incorporated herein
by reference to Exhibit 4.16 to the Registration Statement
on Form S-3 (Registration No. 33-98014) of ITT Hartford,
Hartford Capital I, Hartford Capital II, Hartford Capital
III and Hartford Capital IV).
4.08 Certificate of Trust of Hartford Capital V (incorporated
herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-3 (Registration No. 333-49666) of The
Hartford, Hartford Capital III, Hartford Capital IV and
Hartford Capital V).
4.09 Trust Agreement of Hartford Capital V (incorporated herein
by reference to Exhibit 4.11 to the Registration Statement
on Form S-3 (Registration No. 333-49666) of The Hartford,
Hartford Capital III, Hartford Capital IV and Hartford
Capital V).
4.10 Certificate of Trust of Hartford Capital VI (incorporated
herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-3 (Registration No. 333-88762) of The
Hartford, Hartford Capital IV, Hartford Capital V and
Hartford Capital VI).
4.11 Trust Agreement of Hartford Capital VI (incorporated herein
by reference to Exhibit 4.11 to the Registration Statement
on Form S-3 (Registration No. 333-88762) of The Hartford,
Hartford Capital IV, Hartford Capital V and Hartford Capital
VI).
4.12 Form of Amended and Restated Trust Agreement for Hartford
Capital IV (incorporated herein by reference to Exhibit 4.18
to the Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
4.13 Form of Preferred Security Certificate for Hartford Capital
IV (included as Exhibit E of Exhibit 4.12).
4.14 Form of Agreement as to Expenses and Liabilities for
Hartford Capital IV (included as Exhibit D of Exhibit 4.12).
4.15 Form of Guarantee Agreement in respect of Hartford Capital
IV (incorporated herein by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
4.16 Form of Amended and Restated Trust Agreement for Hartford
Capital V (incorporated herein by reference to Exhibit 4.18
to the Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.17 Form of Preferred Security Certificate for Hartford Capital
V (included as Exhibit E of Exhibit 4.16).
4.18 Form of Agreement as to Expenses and Liabilities for
Hartford Capital V (included as Exhibit D of Exhibit 4.16).
4.19 Form of Guarantee Agreement in respect of Hartford Capital V
(incorporated herein by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.20 Form of Amended and Restated Trust Agreement for Hartford
Capital VI (incorporated herein by reference to Exhibit 4.20
to the Registration Statement on Form S-3 (Registration No.
333-88762) of The Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
4.21 Form of Preferred Security Certificate for Hartford Capital
VI (included as Exhibit E of Exhibit 4.20).
</Table>
II-9
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
4.22 Form of Agreement as to Expenses and Liabilities for
Hartford Capital VI (included as Exhibit D of Exhibit 4.20).
4.23 Form of Guarantee Agreement in respect of Hartford Capital
VI (incorporated herein by reference to Exhibit 4.23 to the
Registration Statement on Form S-3 (Registration No.
333-88762) of The Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
4.24 Form of Depositary Receipt.*
4.25 Form of Depositary Agreement.*
4.26 Rights Agreement, dated as of November 1, 1995, between ITT
Hartford and The Bank of New York, as Rights Agent.(+)
4.27 Form of Certificate of Voting Powers, Preferences and
Relative, Participating, Optional and Other Special Rights
and Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of The Hartford
(included as Exhibit A of Exhibit 4.26).(+)
4.28 Form of Right Certificate (included as Exhibit B of Exhibit
4.26).(+)
4.29 Form(s) of Warrant Agreement(s), including form of Warrant.*
4.30 Specimen Common Share Certificate (incorporated herein by
reference to Exhibit 4.1 to The Hartford's Registration
Statement on Form 8-A, dated September 18, 1995, as amended
by the Form 8-A/A, filed on November 13, 1995).
4.31 Form of Purchase Contract Agreement.*
4.32 Form of Pledge Agreement.*
4.33 Supplemental Indenture No. 1, dated as of December 27, 2000,
to the Senior Indenture filed as Exhibit 4.03 hereto,
between The Hartford and The Chase Manhattan Bank, as
Trustee (incorporated herein by reference to Exhibit 4.30 to
the Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.34 Supplemental Indenture No. 2, dated as of September 13,
2002, to the Senior Indenture filed as Exhibit 4.03 hereto,
between The Hartford and JPMorgan Chase Bank, as Trustee
(incorporated herein by reference to Exhibit 4.1 to The
Hartford's Report on Form 8-K, filed September 17, 2002).
4.35 Form of Global Security (included in Exhibit 4.34).
4.36 Supplemental Indenture, dated as of October 26, 2001,
between The Hartford and Wilmington Trust Company, as
Trustee, to the Junior Subordinated Indenture filed as
Exhibit 4.05 hereto, between The Hartford and Wilmington
Trust Company, as Trustee (incorporated herein by reference
to Exhibit 4.27 to The Hartford's Form 10-K for the fiscal
year ended December 31, 2001).
5.01 Opinion of Debevoise & Plimpton.
5.02 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital IV.
5.03 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital V.
5.04 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital VI.
12.01 Statement Re: Computation of Ratio of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and Preferred
Stock Dividends (incorporated herein by reference to Exhibit
12.01 to The Hartford's Form 10-K for the fiscal year ended
December 31, 2002).
23.01 Consent of Deloitte & Touche LLP.
23.02 Consent of Debevoise & Plimpton (included in Exhibit 5.01).
23.03 Consent of Richards, Layton & Finger, P.A. special Delaware
counsel (included in Exhibits 5.02, 5.03 and 5.04).
</Table>
II-10
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
24.01 Power of Attorney of certain officers and directors of The
Hartford.(+)
25.01 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Trustee for the Junior Subordinated Indenture. (+)
25.02 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust IV.(+)
25.03 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust IV.(+)
25.04 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust V.(+)
25.05 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust V.(+)
25.06 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust VI.(+)
25.07 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust VI.(+)
25.08 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of JPMorgan Chase Bank, as Trustee for
the Senior Debt Securities.
25.09 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Subordinated Trustee, as
Trustee for the Subordinated Debt Securities.*
</Table>
- ---------------
<Table>
(+) Previously filed.
To be filed by amendment or by a report on Form 8-K pursuant
* to Item 601 of Regulation S-K.
</Table>
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering
Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic
II-11
reports filed with or furnished to the Commission by such registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference
Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Acceleration of Effectiveness
Insofar as indemnifications for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person, if any, of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) Rule 430A Offering
Each undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Equity Offerings of nonreporting registrants
Each undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
II-12
(f) Qualification of Trust Indentures for Delayed Offerings
Each undersigned registrant hereby undertakes to file an application for
the purpose of determining eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Hartford
Financial Services Group, Inc. (i) certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and (ii)
has duly caused this Amendment No. 1 to the Registration Statement on Form S-3
(333-103915) to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hartford, Connecticut, on this 10th day of April, 2003.
THE HARTFORD FINANCIAL SERVICES GROUP,
INC.
By: /s/ NEAL S. WOLIN
------------------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
II-14
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-103915) has been signed
by the following persons in the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, President, Chief April 10, 2003
- ------------------------------------------------ Executive Officer and Director
Ramani Ayer (Principal Executive Officer)
* Executive Vice President and April 10, 2003
- ------------------------------------------------ Director
Thomas M. Marra
* Executive Vice President and April 10, 2003
- ------------------------------------------------ Director
David K. Zwiener
* Executive Vice President and April 10, 2003
- ------------------------------------------------ Chief Financial Officer
David M. Johnson (Principal Financial Officer)
* Senior Vice President and April 10, 2003
- ------------------------------------------------ Controller (Principal Accounting
Robert J. Price Officer)
* Director April 10, 2003
- ------------------------------------------------
Rand V. Araskog
* Director April 10, 2003
- ------------------------------------------------
Donald R. Frahm
* Director April 10, 2003
- ------------------------------------------------
Edward J. Kelly, III
* Director April 10, 2003
- ------------------------------------------------
Paul G. Kirk, Jr.
* Director April 10, 2003
- ------------------------------------------------
Robert W. Selander
* Director April 10, 2003
- ------------------------------------------------
Charles B. Strauss
* Director April 10, 2003
- ------------------------------------------------
H. Patrick Swygert
* Director April 10, 2003
- ------------------------------------------------
Gordon I. Ulmer
*By: /s/ NEAL S. WOLIN
------------------------------------------
As Attorney-in-Fact
</Table>
II-15
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford
Capital IV (i) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and (ii) has duly caused this
Amendment No. 1 to the Registration Statement on Form S-3 (333-103915) to be
signed on its behalf by the undersigned, thereunto duly authorized, in Hartford,
Connecticut, on this 10th day of April, 2003.
HARTFORD CAPITAL IV
BY: THE HARTFORD FINANCIAL SERVICES
GROUP, INC.,
as Depositor
By: /s/ NEAL S. WOLIN
------------------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
II-16
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford
Capital V (i) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and (ii) has duly caused this
Amendment No. 1 to the Registration Statement on Form S-3 (333-103915) to be
signed on its behalf by the undersigned, thereunto duly authorized, in Hartford,
Connecticut, on this 10th day of April, 2003.
HARTFORD CAPITAL V
By: THE HARTFORD FINANCIAL SERVICES
GROUP, INC.,
as Depositor
By: /s/ NEAL S. WOLIN
------------------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
II-17
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford
Capital VI (i) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and (ii) has duly caused this
Amendment No. 1 to the Registration Statement on Form S-3 (333-103915) to be
signed on its behalf by the undersigned, thereunto duly authorized, in Hartford,
Connecticut, on this 10th day of April, 2003.
HARTFORD CAPITAL VI
By: THE HARTFORD FINANCIAL SERVICES
GROUP, INC.,
as Depositor
By: /s/ NEAL S. WOLIN
------------------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
II-18
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
1.01 Form of Underwriting Agreement (Equity) (incorporated herein
by reference to Exhibit 1.01 to the Registration Statement
on Form S-3 (Registration No. 333-88762) of the Hartford
Financial Services Group, Inc. (the "Hartford"), Hartford
Capital IV, Hartford Capital V and Hartford Capital VI).
1.02 Form of Underwriting Agreement (Debt) (incorporated herein
by reference to Exhibit 1.02 to the Registration Statement
on Form S-3 (Registration No. 333-12617) of The Hartford,
Hartford Capital II, Hartford Capital III and Hartford
Capital IV).
1.03 Form of Underwriting Agreement (Preferred Securities)
(incorporated herein by reference to Exhibit 1.03 to the
Registration Statement on Form S-3 (Registration No.
333-88762) of the Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
1.04 Form of Underwriting Agreement (Stock Purchase Contracts)
(incorporated herein by reference to Exhibit 1.04 to the
Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
1.05 Form of Underwriting Agreement (Stock Purchase Units).*
1.06 Form of Underwriting Agreement (Warrants).*
4.01 Amended and Restated Certificate of Incorporation of The
Hartford, amended effective May 1, 2002 (incorporated herein
by reference to Exhibit 3.01 to the Hartford's Form 10-Q for
the quarterly period ended March 31, 2002).
4.02 Amended and Restated By-Laws of The Hartford, amended
effective February 20, 2003 (incorporated herein by
reference to Exhibit 3.02 to The Hartford's Form 10-K for
the fiscal year ended December 31, 2002).
4.03 Senior Indenture, dated as of October 20, 1995, between ITT
Hartford Group, Inc. ("ITT Hartford") and The Chase
Manhattan Bank (National Association) as Trustee.(+)
4.04 Form of Subordinated Indenture (incorporated herein by
reference to Exhibit 4.04 to the Registration Statement on
Form S-3 (Registration No. 333-12617) of The Hartford,
Hartford Capital II, Hartford Capital III and Hartford
Capital IV).
4.05 Junior Subordinated Indenture, dated as of October 30, 1996,
between ITT Hartford and Wilmington Trust Company, as
Trustee.(+)
4.06 Certificate of Trust of Hartford Capital IV (incorporated
herein by reference to Exhibit 4.15 to the Registration
Statement on Form S-3 (Registration No. 33-98014) of ITT
Hartford, Hartford Capital I, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
4.07 Trust Agreement of Hartford Capital IV (incorporated herein
by reference to Exhibit 4.16 to the Registration Statement
on Form S-3 (Registration No. 33-98014) of ITT Hartford,
Hartford Capital I, Hartford Capital II, Hartford Capital
III and Hartford Capital IV).
4.08 Certificate of Trust of Hartford Capital V (incorporated
herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-3 (Registration No. 333-49666) of The
Hartford, Hartford Capital III, Hartford Capital IV and
Hartford Capital V).
4.09 Trust Agreement of Hartford Capital V (incorporated herein
by reference to Exhibit 4.11 to the Registration Statement
on Form S-3 (Registration No. 333-49666) of The Hartford,
Hartford Capital III, Hartford Capital IV and Hartford
Capital V).
4.10 Certificate of Trust of Hartford Capital VI (incorporated
herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-3 (Registration No. 333-88762) of The
Hartford, Hartford Capital IV, Hartford Capital V and
Hartford Capital VI).
4.11 Trust Agreement of Hartford Capital VI (incorporated herein
by reference to Exhibit 4.11 to the Registration Statement
on Form S-3 (Registration No. 333-88762) of The Hartford,
Hartford Capital IV, Hartford Capital V and Hartford Capital
VI).
4.12 Form of Amended and Restated Trust Agreement for Hartford
Capital IV (incorporated herein by reference to Exhibit 4.18
to the Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
</Table>
II-19
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
4.13 Form of Preferred Security Certificate for Hartford Capital
IV (included as Exhibit E of Exhibit 4.12).
4.14 Form of Agreement as to Expenses and Liabilities for
Hartford Capital IV (included as Exhibit D of Exhibit 4.12).
4.15 Form of Guarantee Agreement in respect of Hartford Capital
IV (incorporated herein by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 (Registration No.
333-12617) of The Hartford, Hartford Capital II, Hartford
Capital III and Hartford Capital IV).
4.16 Form of Amended and Restated Trust Agreement for Hartford
Capital V (incorporated herein by reference to Exhibit 4.18
to the Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.17 Form of Preferred Security Certificate for Hartford Capital
V (included as Exhibit E of Exhibit 4.16).
4.18 Form of Agreement as to Expenses and Liabilities for
Hartford Capital V (included as Exhibit D of Exhibit 4.16).
4.19 Form of Guarantee Agreement in respect of Hartford Capital V
(incorporated herein by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.20 Form of Amended and Restated Trust Agreement for Hartford
Capital VI (incorporated herein by reference to Exhibit 4.20
to the Registration Statement on Form S-3 (Registration No.
333-88762) of The Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
4.21 Form of Preferred Security Certificate for Hartford Capital
VI (included as Exhibit E of Exhibit 4.20).
4.22 Form of Agreement as to Expenses and Liabilities for
Hartford Capital VI (included as Exhibit D of Exhibit 4.20).
4.23 Form of Guarantee Agreement in respect of Hartford Capital
VI (incorporated herein by reference to Exhibit 4.23 to the
Registration Statement on Form S-3 (Registration No.
333-88762) of The Hartford, Hartford Capital IV, Hartford
Capital V and Hartford Capital VI).
4.24 Form of Depositary Receipt.*
4.25 Form of Depositary Agreement.*
4.26 Rights Agreement, dated as of November 1, 1995, between ITT
Hartford and The Bank of New York, as Rights Agent.(+)
4.27 Form of Certificate of Voting Powers, Preferences and
Relative, Participating, Optional and Other Special Rights
and Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of The Hartford
(included as Exhibit A of Exhibit 4.26).(+)
4.28 Form of Right Certificate (included as Exhibit B of Exhibit
4.26).(+)
4.29 Form(s) of Warrant Agreement(s), including form of Warrant.*
4.30 Specimen Common Share Certificate (incorporated herein by
reference to Exhibit 4.1 to The Hartford's Registration
Statement on Form 8-A, dated September 18, 1995, as amended
by the Form 8-A/A, filed on November 13, 1995).
4.31 Form of Purchase Contract Agreement.*
4.32 Form of Pledge Agreement.*
4.33 Supplemental Indenture No. 1, dated as of December 27, 2000,
to the Senior Indenture filed as Exhibit 4.03 hereto,
between The Hartford and The Chase Manhattan Bank, as
Trustee (incorporated herein by reference to Exhibit 4.30 to
the Registration Statement on Form S-3 (Registration No.
333-49666) of The Hartford, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.34 Supplemental Indenture No. 2, dated as of September 13,
2002, to the Senior Indenture filed as Exhibit 4.03 hereto,
between The Hartford and JPMorgan Chase Bank, as Trustee
(incorporated herein by reference to Exhibit 4.1 to The
Hartford's Report on Form 8-K, filed September 17, 2002).
</Table>
II-20
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
4.35 Form of Global Security (included in Exhibit 4.34).
4.36 Supplemental Indenture, dated as of October 26, 2001,
between The Hartford and Wilmington Trust Company, as
Trustee, to the Junior Subordinated Indenture filed as
Exhibit 4.05 hereto, between The Hartford and Wilmington
Trust Company, as Trustee (incorporated herein by reference
to Exhibit 4.27 to The Hartford's Form 10-K for the fiscal
year ended December 31, 2001).
5.01 Opinion of Debevoise & Plimpton.
5.02 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital IV.
5.03 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital V.
5.04 Opinion of Richards, Layton & Finger, P.A. special Delaware
counsel, relating to the legality of the Preferred
Securities of Hartford Capital VI.
12.01 Statement Re: Computation of Ratio of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and Preferred
Stock Dividends (incorporated herein by reference to Exhibit
12.01 to The Hartford's Form 10-K for the fiscal year ended
December 31, 2002).
23.01 Consent of Deloitte & Touche LLP.
23.02 Consent of Debevoise & Plimpton (included in Exhibit 5.01).
23.03 Consent of Richards, Layton & Finger, P.A. special Delaware
counsel (included in Exhibits 5.02, 5.03 and 5.04).
24.01 Power of Attorney of certain officers and directors of The
Hartford.(+)
25.01 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Trustee for the Junior Subordinated Indenture.(+)
25.02 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust IV.(+)
25.03 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust IV.(+)
25.04 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust V.(+)
25.05 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust V.(+)
25.06 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Property Trustee for the Amended and Restated Trust
Agreement of Hartford Capital Trust VI.(+)
25.07 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wilmington Trust Company, as
Guarantee Trustee for the Guarantee for Hartford Capital
Trust VI.(+)
25.08 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of JPMorgan Chase Bank, as Trustee for
the Senior Debt Securities.
25.09 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Subordinated Trustee, as
Trustee for the Subordinated Debt Securities.*
</Table>
- ---------------
(+) Previously filed.
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
II-21