SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-13135
HSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1475343
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 5024
One State Street
Hartford, Connecticut 06102-5024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 722-1866
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, without par value New York Stock Exchange, Inc.
Rights to Purchase Depositary Receipts New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes...X..., No.......
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.....X.......
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 17, 1998 was $1,179,041,668.
Number of shares of common stock outstanding as of February 17, 1998:
19,409,870.
Documents Incorporated by Reference:
Portions of the Proxy Statement dated March 6, 1998 for the Annual Meeting of
Shareholders to be held April 21, 1998 are incorporated by reference in Parts
III and IV herein.
Adoption of Statement of Financial Accounting Standards No. 128, "Earnings per
share", for the fiscal year ended December 31, 1997 resulted in a change in
accounting principle which, under Regulation S-K, Item 601 (c)(2)(iii), requires
restatement of previously filed financial data schedules. Accordingly, this
Amendment No. 1 to Form 10-K is being filed to include restated financial data
schedules for the latest three fiscal years and interim year to date periods for
the latest two fiscal years.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The financial statements and schedules listed in the Index to
Financial Statements and Financial Statement Schedules on page 40 of
the Form 10-K for the year ended December 31, 1997 filed March 31,
1998 were filed as part of that report.
(b) Reports on Form 8-K -
(i) Form 8-K dated January 12, 1998 to report sale of interest in
Industrial Risk Insurers and $300 million of convertible capital
securities to Employers Reinsurance Corporation; and
(ii) Form 8-K dated January 28, 1998 to report Fourth Quarter 1997
Results of Registrant.
(c) The exhibits listed in the accompanying Index to Exhibits are filed as
part of this report.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSB GROUP, INC.
(Registrant)
By: /s/ Gordon W. Kreh
------------------
Gordon W. Kreh
President and Chief
Executive Officer
May 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
(Signature) (Title)
By:/s/ Gordon W. Kreh
-------------------
Gordon W. Kreh President, Chief Executive Officer
May 8, 1998 and Director
/s/ Saul L. Basch
- ------------------- Senior Vice President, Treasurer
Saul L. Basch and Chief Financial Officer
May 8, 1998 (Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert C. Walker
- ----------------------
Robert C. Walker Senior Vice President and General Counsel
May 8, 1998
(Joel B Alvord)* Director
(Colin G. Campbell)* Director
(Richard G. Dooley)* Director
(William B. Ellis)* Director
(E. James Ferland)* Director
(Simon W. Leathes)* Director
(Lois Dickson Rice)* Director
(John M. Washburn, Jr.)* Director
(Wilson Wilde)* Director
*By: /s/ Robert C. Walker
--------------------
Robert C. Walker
(Attorney-in-Fact)
May 8, 1998
INDEX TO EXHIBITS
Exhibit
Number Description
***(3)(i) Certificate of Incorporation of HSB Group, Inc.
***(3)(ii) By-laws of HSB Group, Inc.
**(4)(i) Rights Agreement dated November 28, 1988 between The Hartford
Steam Boiler Inspection and Insurance Company ("HSBIIC") and The
First National Bank of Boston, as Rights Agent; assumed by
Registrant; incorporated by reference to Exhibit 4(i) to
HSBIIC's Form 10-K for the year ended December 31, 1995, File
No. 001-10527.
**(4)(ii) Documents related to HSB Capital I:
(a) Indenture of Registrant relating to the Junior Subordinated
Debentures, incorporated by reference to Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, File No. 001-13135.
(b) First Supplemental Indenture of Registrant, incorporated by
reference to Exhibit 4 to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, File No. 001-13135.
(c) Form of Certificate of Exchange Junior Subordinated
Debentures, incorporated by reference to Exhibit 4.3 to
Registrant's and HSB Capital I's Registration Statement on Form
S-4 filed with the Commission on October 10, 1997, Registration
No. 333-37581.
(d) Certificate of Trust of HSB Capital I, incorporated by
reference to Exhibit 4.4 to Registrant's and HSB Capital I's
Registration Statement on Form S-4 filed with the Commission on
October 10, 1997, Registration No. 333-37581.
(e) Amended and Restated Trust Agreement of HSB Capital I,
incorporated by reference to Exhibit 4 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997, File No.
001-13135.
(f) Form of Exchange Capital Security Certificate for HSB Capital
I, incorporated by reference to Exhibit 4.6 to Registrant's and
HSB Capital I's Registration Statement on Form S-4 filed with the
Commission on October 10, 1997, Registration No. 333-37581.
(g) Form of Exchange Guarantee of Registrant relating to the
Exchange Capital Securities, incorporated by reference to Exhibit
4.7 to Registrant's and HSB Capital I's Registration Statement on
Form S-4 filed with the Commission on October 10, 1997,
Registration No. 333-37581.
Documents related to HSB Capital II:
(a) Purchase Agreement as of December 31, 1997 among Employers
Reinsurance Corporation, ERC Life Reinsurance Corporation and
Registrant, incorporated by reference to Registrant's Current
Report on Form 8-K. File No. 001-13135, filed January 12, 1998
(the "January 12, 1998 8-K).
(b) Indenture of Registrant relating to the 7.0% Convertible
Subordinated Deferrable Interest Debentures Due December 31,
2017, incorporated by reference to the January 12, 1998 8-K.
(c) Form of Certificate of 7.0% Convertible Subordinated
Deferrable Interest Debentures due December 31, 2017,
incorporated by reference to the January 12, 1998 8-K.
(d) Certificate of Trust of HSB Capital II, incorporated by
reference to the January 12, 1998 8-K.
(e) Trust Agreement dated as of December 31, 1997 among
Registrant, The First National Bank of Chicago, First Chicago
Delaware Inc. and The Administrative Trustees named therein,
incorporated by reference to the January 12, 1998 8-K.
(f) Form of Capital Securities Certificate of HSB Capital II,
incorporated by reference to the January 12, 1998 8-K.
(g) Guarantee Agreement between Registrant and The First National
Bank of Chicago dated as of December 31, 1997 relating to HSB
Capital II, incorporated by reference to the January 12, 1998
8-K.
(h) Registration Rights Agreement dated as of December 31, 1997
among Employers Reinsurance Corporation, ERC Life Reinsurance
Corporation and Registrant, incorporated by reference to the
January 12, 1998 8-K.
**(10)(i) (a) Lease Agreement between HSBIIC and One State Street Limited
Partnership; incorporated by reference to Exhibit (10)(i) to
HSBIIC's Form 10. File No. 0-13300, filed March 18, 1985.
**(10)(iii) (a) Employment Agreement dated February 3, 1997 between HSBIIC
and various executive officers, assumed by Registrant;
incorporated by reference to HSBIIC's Form 10-K for the year
ended December 31, 1996, filed with the Commission on March 31,
1997, File No. 001-10527 (the "1996 10-K").*
(b) The Hartford Steam Boiler Inspection and Insurance Company
Long-Term Incentive Plan, as amended and restated December 23,
1996, assumed by Registrant; incorporated by reference to the
1996 10-K.*
(c) The Hartford Steam Boiler Inspection and Insurance Company
Short-Term Incentive Plan, as amended and restated December 23,
1996, assumed by Registrant; incorporated by reference to the
1996 10-K.*
(d)The Hartford Steam Boiler Inspection and Insurance Company
1985 Stock Option Plan, as amended and restated December 23,
1996, assumed by Registrant, incorporated by reference to the
1996 10-K. *
(e) The Hartford Steam Boiler Inspection and Insurance Company
1995 Stock Option Plan, as amended and restated effective
December 23, 1996, assumed by Registrant, incorporated by
reference to the 1996 10-K. *
(f) Pre-Retirement Death Benefit and Supplemental Pension
Agreement between HSBIIC and various executive officers, as
amended and restated effective March 14, 1997, assumed by
Registrant, incorporated by reference to the 1996 10-K. *
(g) Pre-Retirement Death Benefit and Supplemental Pension
Agreement between HSBIIC and William A. Kerr, dated March 14,
1997, assumed by Registrant, incorporated by reference to the
1996 10-K. *
(h) Pre-Retirement Death Benefit and Supplemental Pension
Agreement between HSBIIC and Robert C. Walker, dated March 14,
1997, assumed by Registrant, incorporated by reference to the
1996 10-K.*
(i) The Hartford Steam Boiler Inspection and Insurance Company
Directors Stock and Deferred Compensation Plan, assumed by
Registrant, incorporated by reference to the 1996 10-K.*
(j) Description of certain arrangements not set forth in any
formal documents, as described on pages 5 - 6, with respect to
directors' compensation, and on pages 8 -16, with respect to
executive officer's compensation, which pages are incorporated by
reference to Registrant's Proxy Statement dated and filed March
6, 1998. *
***(21) Subsidiaries of the Registrant.
***(23) Consent of experts and counsel - consent of Coopers & Lybrand.
(24) Power of attorney.
(27) Financial Data Schedule.
27.1 Restated Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated Financial Data Schedule
27.4 Restated Financial Data Schedule
27.5 Restated Financial Data Schedule
27.6 Restated Financial Data Schedule
27.7 Restated Financial Data Schedule
27.8 Restated Financial Data Schedule
27.9 Restated Financial Data Schedule
* Management contract, compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of this report.
** Previously filed.
*** Filed with the Form 10-K for the year ended December 31, 1997 filed on
March 31, 1998.