- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------------- ITT HARTFORD GROUP, INC. HARTFORD CAPITAL II - ------------------------------------------------------ ----------------------------------------------------------- (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in Trust Agreements) DELAWARE DELAWARE - ------------------------------------------------------ ----------------------------------------------------------- (State of incorporation or organization of registrant) (State of incorporation or organization of each registrant) 13-3317783 06-6431733 ----------------------------------------------- ----------------------------------------------- (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) C/O ITT HARTFORD GROUP HARTFORD PLAZA HARTFORD PLAZA HARTFORD, CONNECTICUT HARTFORD, CONNECTICUT - ------------------------------------------------------ ----------------------------------------------------------- (Address of principal executive offices of registrant) (Address of principal executive offices of each registrant) 06115 06115 --------------- --------------- (Zip Code) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be registered Name of each exchange on which each class is to be registered - ------------------------------------------------------ ----------------------------------------------------------- ___% Cumulative Quarterly Income Preferred New York Stock Exchange Securities, Series B to be issued by Hartford Capital II (and the Guarantee by ITT Hartford Group, Inc. with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- The title of the classes of securities to be registered hereunder is "___% Cumulative Quarterly Income Preferred Securities, Series B" (the "Series B Preferred Securities") of Hartford Capital II, guaranteed by ITT Hartford Group, Inc. to the extent set forth in the form of guarantee (the "Guarantee") of ITT Hartford Group, Inc. There is incorporated herein by reference the description of the Preferred Securities set forth under the caption "Description of Preferred Securities" in the Prospectus, dated October 2, 1996 (the "Prospectus") and the description of the Series B Preferred Securities set forth under the caption "Certain Terms of Series B Preferred Securities" in the Prospectus Supplement, dated October 21, 1996 (the "Prospectus Supplement"); and the description of the Guarantee set forth under the caption "Description of Guarantee" in the Prospectus. The Prospectus and the Prospectus Supplement are filed as Exhibit 1.02 herewith. Item 2. Exhibits. -------- 1.01 Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 33-98014), as filed with the Securities and Exchange Commission on September 25, 1996 (incorporated herein by reference). 1.02 Preliminary Prospectus Supplement, dated October 21, 1996, relating to the ___ % Cumulative Quarterly Income Preferred Securities, Series B, and the related Prospectus, dated October 2, 1996, each as filed with the Securities and Exchange Commission on October 22, 1996 (incorporated herein by reference along with the subsequent final Prospectus Supplement). 4.01 Form of Junior Subordinated Indenture, between ITT Hartford Group, Inc. and Wilmington Trust Company, as Debenture Trustee (incorporated herein by reference to Exhibit 4.05 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 2 4.02 Trust Agreement of Hartford Capital II, dated as of October 25, 1995, between ITT Hartford Group, Inc., as Depositor, and Wilmington Trust Company, as Trustee (incorporated herein by reference to Exhibit 4.12 of the Registrants' Form S-3 Registration Statement No. 333-00480, as filed with the Securities and Exchange Commission on January 19, 1996). 4.03 Form of Amended and Restated Trust Agreement, between ITT Hartford Group, Inc., as Depositor, and Wilmington Trust Company, as Property Trustee and Delaware Trustee (incorporated herein by reference to Exhibit 4.12 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 4.04 Form of Guarantee Agreement, between ITT Hartford Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee (incorporated herein by reference to Exhibit 4.14 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 4.05 Form of Certificate of __% Cumulative Quarterly Income Preferred Security (incorporated herein by reference to Exhibit 4.13 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 33-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. ITT HARTFORD GROUP, INC. By:/s/J. Richard Garrett ---------------------------- Name: J. Richard Garrett Title: Vice President & Treasurer Dated: October 21, 1996 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. HARTFORD CAPITAL II By ITT Hartford Group, Inc., as Depositor By:/s/J. Richard Garrett ------------------------------ Name: J. Richard Garrett Title: Vice President and Treasurer Dated: October 21, 1996 5 EXHIBIT INDEX Sequential Page Number Exhibits - -------- 1.01 Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996 (incorporated herein by reference). 1.02 Preliminary Prospectus Supplement, dated October 21, 1996, relating to the ___ % Cumulative Quarterly Income Preferred Securities, Series B, and the related Prospectus, dated October 2, 1996, each as filed with the Securities and Exchange Commission on October 22, 1996 (incorporated by reference herein along with the subsequent final Prospectus Supplement). 4.01 Form of Junior Subordinated Indenture, between ITT Hartford Group, Inc. and Wilmington Trust Company, as Debenture Trustee (incorporated herein by reference to Exhibit 4.05 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 4.02 Trust Agreement of Hartford Capital II, dated as of October 25, 1995, between ITT Hartford Group, Inc., as Depositor, and Wilmington Trust Company, as Trustee (incorporated herein by reference to Exhibit 4.12 of the Registrants' Form S-3 Registration Statement No. 333-00480, as filed with the Securities and Exchange Commission on January 19, 1996). 4.03 Form of Amended and Restated Trust Agreement, between ITT Hartford Group, Inc., as Depositor, and Wilmington Trust Company, as Property Trustee and Delaware Trustee (incorporated herein by reference to Exhibit 4.12 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 6 4.04 Form of Guarantee Agreement, between ITT Hartford Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee (incorporated herein by reference to Exhibit 4.14 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 4.05 Form of Certificate of __% Cumulative Quarterly Income Preferred Security (incorporated herein by reference to Exhibit 4.13 to the Registrants' Form S-3 Registration Statement and Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the Securities Act of 1933 (File No. 333-12617), as filed with the Securities and Exchange Commission on September 25, 1996). 7