EXHIBIT 4.2
[SPECIMEN]
ITT HARTFORD GROUP, INC.
8.35% Junior Subordinated Deferrable Interest Debentures
Series B, Due October 30, 2026
No. D-1 $515,463,925
ITT HARTFORD GROUP, INC., a corporation organized and existing under
the laws of Delaware (hereinafter called the "Company", which term includes any
-------
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to HARTFORD CAPITAL II, or registered assigns,
the principal sum of FIVE HUNDRED FIFTEEN MILLION FOUR HUNDRED SIXTY-THREE
THOUSAND NINE HUNDRED TWENTY-FIVE Dollars on October 30, 2026; provided that the
--------
Company may (i) change the maturity date upon the occurrence of an exchange of
the Securities for the Trust Securities subject to certain conditions set forth
in Section 314 of the Indenture, which changed maturity date shall in no case be
earlier than October 30, 2001 or later than October 30, 2026 (or October 30,
2045 subject to certain conditions set forth in Section 314 of the Indenture)
and (ii) extend the maturity date subject to certain conditions specified in
Section 314 of the Indenture, which extended maturity date shall in no case be
later than October 30, 2045. The Company further promises to pay interest on
said principal sum from October 30, 1996 or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
---------------------
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing December 31, 1996, at the rate of 8.35% per annum, until the
principal hereof shall have become due and payable, plus Additional Interest, if
any, until the principal hereof is paid or duly provided for or made available
for payment and on any overdue principal and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of 8.35% per annum, compounded
quarterly. The amount of interest payable for any period will be computed on
the basis of twelve 30-day months and a 360-day year. The amount of interest
payable for any partial period shall
be computed on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable
on this Security is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than 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 Trustee or the principal office of the Property Trustee under the Trust
Agreement hereinafter referred to for Hartford Capital II, is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
close of business on the Business Day next preceding such Interest Payment Date.
Any such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
The Company shall have the right at any time during the term of this
Security, from time to time, to defer the payment of interest on such Security
for up to 20 consecutive quarters with respect to each deferral period (each an
"Extension Period"), during which periods interest will compound quarterly and
----------------
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional
2
Interest thereon to the extent permitted by applicable law); provided that
--------
during any such Extension Period, the Company will not, and will not permit any
Subsidiary of the Company to (i) declare or pay any dividends or distributions
-
on or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's outstanding capital stock or (ii) make any payment of
--
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities that rank pari passu with or junior in interest to this Security
---- -----
or make any guarantee payments with respect to the foregoing (other than (a)
-
dividends or distributions in common stock of the Company, (b) redemptions or
-
purchases of any rights pursuant to the Company's Rights Plan, or any successor
to such Rights Plan, and the declaration of a dividend of such rights in the
future, and (c) payments under any Hartford Guarantee (as defined in the
-
Indenture)). Prior to the termination of any such Extension Period, the Company
may further extend the interest payment period, provided that such Extension
--------
Period together with all such previous and further extensions of such Extension
Period, shall not exceed 20 consecutive quarters or extend beyond the Maturity
of this Security. Upon the termination of any such Extension Period and upon
the payment of all accrued and unpaid interest and any Additional Interest then
due, the Company may select a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period
except at the end thereof. The Company shall give the Holder of this Security
and the Trustee notice of its selection of an Extension Period at least one
Business Day prior to the earlier of (i) the date the Distributions on the
-
Preferred Securities are payable or (ii) the date the Administrative Trustees
--
are required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
-------- -------
interest may be made (i) by check mailed to the address of the Person entitled
-
thereto as such address shall appear in the Securities Register or (ii) by wire
--
transfer in immediately available funds at such place and to such account as may
be designated
3
by the Person entitled thereto as specified in the Securities Register.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, pari passu with the 7.70% Junior Subordinated Deferrable
---- -----
Interest Debentures, Series A, Due February 28, 2016, issued pursuant to the
Junior Subordinated Indenture, dated as of February 28, 1996, between the
Company and Wilmington Trust Company, as Trustee, and with all other series of
Junior Subordinated Debentures issued pursuant to the Indenture, and is
subordinate and subject in right of payments to the prior payment in full of all
Senior Debt, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
- -
directs the Trustee on his behalf to take such actions as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the
-
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Debt, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
4
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 30, 1996
ITT HARTFORD GROUP, INC.
By: /s/ J. Richard Garrett
----------------------------------
J. Richard Garrett
Vice President and Treasurer
Attest:
/s/ Michael O'Halloran
- ----------------------------------
Michael O'Halloran
Corporate Secretary
5
[SPECIMEN]
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company, designated as its 8.35% Junior Subordinated Deferrable Interest
Debentures Due 2026 (herein called the "Securities"), issued and limited in
----------
aggregate principal amount to $515,463,925 under a Junior Subordinated
Indenture, dated as of October 30, 1996 (herein called the "Indenture"), between
---------
the Company and Wilmington Trust Company, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
-------
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of October 30, 1996 (the
"Trust Agreement"), among ITT Hartford Group, Inc. as Depositor, and the
- ----------------
Trustees named therein, for Hartford Capital II, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.
At any time on or after October 30, 2001, the Company may, at its option,
subject to the terms and conditions of Article Eleven of the Indenture, redeem
this Security on any Interest Payment Date with respect thereto in whole at any
time or in part from time to time, without premium or penalty, at a redemption
price equal to the accrued and unpaid interest, including Additional Interest,
if any, to the date fixed for redemption, plus 100% of the principal amount
thereof.
The Company may, at its option, subject to the terms and conditions of
Article Eleven of the Indenture, redeem this Security on any Interest Payment
Date with respect thereto in whole at any time or in part from time to time,
without premium or penalty, at a redemption price equal to the accrued and
unpaid interest, including Additional Interest, if any, to the date fixed for
redemption, plus the greater of (a) the principal amount thereof and (b) an
- -
amount equal to the Discounted Remaining Fixed Amount Payments.
If a Special Event in respect of Hartford Capital II shall occur and be
continuing, the Company may, at its option, redeem this Security on any Interest
Payment Date falling within 90 days of the occurrence of such Special
Event, in whole but not in part, subject to the provisions of Section 1107 and
the other provisions of Article Eleven of the Indenture. The redemption price
for any Security so redeemed shall be equal to 100% of the principal amount
thereof plus accrued and unpaid interest, including Additional Interest, if any,
to the date fixed for redemption.
In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities of
each series at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no pro vision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 1002 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.
This is one of the Securities referred to in the within-mentioned
Indenture.
WILIMINGTON TRUST COMPANY,
as Trustee
By: /s/ W. Chris Sponenberg
------------------------
Authorized Officer