AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2003
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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 Identification Number) 06-6431736
(Hartford Capital V)
33-6318394
(Hartford Capital VI)
82-6097264
(I.R.S. Employer Identification Numbers)
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 executive including area code, of Registrants' principal executive
offices) offices)
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
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)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: Immediately
after this Registration Statement becomes effective.
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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. [ ]
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. [X] 333-103915
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
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE(2)
--------------------------- --------------------- -------------
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........................................................... $308,156,496 (13)(14) $24,929.86
(continued on next page)
(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.
(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) This registration statement and the Registration Statement of
The Hartford Financial Services Group, Inc., Hartford Capital IV,
Hartford Capital V and Hartford Capital VI (Registration No.
333-103915) incorporated by reference into this registration
statement, together relate to $2,894,719,200 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.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
EXPLANATORY NOTE
This Registration Statement is being filed by The Hartford Financial
Services Group, Inc., Hartford Capital IV, Hartford Capital V and Hartford
Capital VI (together, the "Registrants") pursuant to Rule 462(b) and General
Instruction IV of Form S-3, both under the Securities Act of 1933, as amended,
and includes the Registration Statement facing page, this page, the signature
page, an exhibit index and an accountants' consent. The Registrants hereby
incorporate by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement on Form S-3 (Registration No. 333-103915),
as amended (including the exhibits thereto), declared effective on April 10,
2003 by the Securities and Exchange Commission.
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 Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in Hartford,
Connecticut, on this 19th day of May, 2003.
The Hartford Financial Services Group, Inc.
By: /s/ Neal S. Wolin
-------------------------------------
Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
II-1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, President, Chief May 19, 2003
- ---------------------------- Executive Officer and Director
Ramani Ayer (Principal Executive Officer)
* Executive Vice President and May 19, 2003
- ---------------------------- Director
Thomas M. Marra
* Executive Vice President and May 19, 2003
- ---------------------------- Director
David K. Zwiener
* Executive Vice President and
- ---------------------------- Chief Financial Officer May 19, 2003
David M. Johnson (Principal Financial Officer)
* Senior Vice President and May 19, 2003
- ---------------------------- Controller
Robert J. Price (Principal Accounting Officer)
* Director May 19, 2003
- ---------------------------
Rand V. Araskog
* Director May 19, 2003
- --------------------------
Donald R. Frahm
* Director May 19, 2003
- --------------------------
Edward J. Kelly, III
* Director May 19, 2003
- --------------------------
Paul G. Kirk, Jr.
* Director May 19, 2003
- --------------------------
Robert W. Selander
* Director May 19, 2003
- --------------------------
Charles B. Strauss
* Director May 19, 2003
- --------------------------
H. Patrick Swygert
* Director May 19, 2003
- --------------------------
Gordon I. Ulmer
*By: /s/ Neal S. Wolin
- -----------------------------
As Attorney-in-Fact
II-2
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
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 19th
day of May, 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-3
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
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 19th
day of May, 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-4
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
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 19th
day of May, 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-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- ---------------------------------------------------------------------
5.1 Opinion of Debevoise & Plimpton (incorporated by reference to Exhibit
5.01 to the Registration Statement on Form S-3 (Registration No.
333-103915) of The Hartford Financial Services Group, Inc., Hartford
Capital IV, Hartford Capital V and Hartford Capital VI (together, the
"Registrants").
5.2 Opinion of Richards, Layton & Finger, P.A. special Delaware counsel,
relating to the legality of the Preferred Securities of Hartford
Capital IV (incorporated by reference to Exhibit 5.02 to the
Registration Statement on Form S-3 (Registration No. 333-103915) of the
Registrants).
5.3 Opinion of Richards, Layton & Finger, P.A. special Delaware counsel,
relating to the legality of the Preferred Securities of Hartford
Capital V (incorporated by reference to Exhibit 5.03 to the
Registration Statement on Form S-3 (Registration No. 333-103915) of the
Registrants).
5.4 Opinion of Richards, Layton & Finger, P.A. special Delaware counsel,
relating to the legality of the Preferred Securities of Hartford
Capital VI (incorporated by reference to Exhibit 5.04 to the
Registration Statement on Form S-3 (Registration No. 333-103915) of the
Registrants).
15.1 Letter from Deloitte & Touche LLP re unaudited interim financial
information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger, P.A. special Delaware counsel
(included in Exhibits 5.2, 5.3 and 5.4).
24 Powers of Attorney (incorporated by reference to Exhibit 24.01 to the
Registration Statement on Form S-3 (Registration No. 333-103915) of the
Registrants).