SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 1996
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Hartford Capital II
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(Exact name of registrant as specified in its chart
Delaware 1-13958-02 06-6431733
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) No.)
c/o Hartford Group, Inc., Hartford Plaza, Hartford, CT 06115
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 547-5000
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None
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(Former name or former address, if changed since last report.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On September 25, 1996, ITT Hartford Group, Inc. (the "Company") and
Hartford Capital II, Hartford Capital III and Hartford Capital IV filed a
Registration Statement on Form S-3 (No. 333-12617) that also constituted Post-
Effective Amendment No. 1 to the Company's existing Registration Statement on
Form S-3 (No. 33-98014). Such Registration Statement and Post-Effective
Amendment No. 1 was declared effective by the Commission on October 2, 1996.
On October 30, 1996, Hartford Capital II issued 20,000,000 8.35% Cumulative
Quarterly Income Preferred Securities, Series B, guaranteed to the extent
provided in the Registration Statement and Post-Effective Amendment No. 1 by the
Company. The sole assets of Hartford Capital II are $515,463,925 of 8.35% Junior
Subordinated Deferrable Interest Debentures, Series B, of the Company.
This Form 8-K includes as exhibits the executed Amended and Restated Trust
Agreement of Hartford Capital II, a specimen certificate representing the
executed and authenticated Series B Debentures, and the opinion of Debevoise &
Plimpton as to United States tax matters. These exhibits are being filed
herewith for purposes of incorporation by reference, pursuant to Rule 12b-32(a)
under the Securities Exchange Act of 1934, in the Registration Statement and
Post-Effective Amendment No. 1.
(c) Exhibits.
Description
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Exhibit Number by Reference to
Item 601 of Regulation S-K
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4.1 Amended and Restated Trust
Agreement of Hartford Capital
II, dated as of October 30,
1996, between ITT Hartford
Group, Inc., as Depositor, and
Wilmington Trust Company, as
Trustee
4.2 Specimen of ITT Hartford
Group, Inc.'s 8.35% Junior
Subordinated Deferrable
Interest Debenture, Series B,
Due October 30, 2026.
8 Opinion of Debevoise &
Plimpton, as to United States
tax matters.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARTFORD CAPITAL II
By: ITT HARTFORD GROUP, INC.,
as Depositor
November 4, 1996 By: /s/ J. Richard Garrett
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(Date) Name: J. Richard Garrett
Title: Vice President and
Treasurer
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EXHIBIT INDEX
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Exhibit Description
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4.1 Amended and Restated Trust Agreement of
Hartford Capital II, dated as of October
30, 1996, between ITT Hartford Group,
Inc., as Depositor, and Wilmington Trust
Company, as Trustee
4.2 Specimen of ITT Hartford Group, Inc.'s
8.35% Junior Subordinated Deferrable
Interest Debenture, Series B, Due October
30, 2026.
8 Opinion of Debevoise & Plimpton, as to
United States tax matters.
4