AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Number)
P.O. Box 5024
One State Street
Hartford, Connecticut 06102-5024
(860) 722-1866
(Address, including Zip Code, and telephone number, including area
code, of registrant's principal executive offices)
R. Kevin Price, Corporate Secretary
HSB Group, Inc.
One State Street, P.O. Box 5024, Hartford, CT 06102-5024
(860) 722-1866
(Name, address, including Zip Code, and telephone number,
including area code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: At such time or
times on or after the effective date of this Registration Statement as the
Selling Shareholders shall determine.
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. [ x ]
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. [ ] ______
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,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount To Offering Aggregate Amount of
Securities Be Price Offering Registration
To be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, no
par value 205,174(1) $67 $13,746,658 $4,055.26(2)
(1) The amount of shares to be registered hereunder is subject to adjustment in
the event of any stock splits, stock dividends or similar transactions pursuant
to Rule 416 of the Securities Act of 1933, such as the three-for-two stock split
of the registrant's Common Stock declared on April 21, 1998 with a May 1, 1998
record date and May 22, 1998 payable date.
(2) The fee was calculated pursuant to Rule 457(c) under the Securities Act of
1933 and was based on the average of the high and low prices of the Company's
Common Stock on the New York Stock Exchange on May 12, 1998.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION - DATED MAY 19, 1998
PROSPECTUS
205,174 SHARES
HSB GROUP, INC.
COMMON STOCK, NO PAR VALUE
This prospectus relates to 205,174 shares (the "Shares") of Common
Stock, no par value (the "Common Stock"), of HSB Group, Inc., a Connecticut
corporation (the "Company"). The shares to which this Prospectus relates may be
offered from time to time by the selling shareholders specified in this
Prospectus. See "Selling Shareholders" and "Plan of Distribution" below. The
Company will not receive any of the proceeds from the sale of the Shares.
The Shares may be offered and sold from time to time by the Selling
Shareholders in one or more transactions, including block trades, in negotiated
transactions or in a combination of any such methods of sale. The selling price
of the Shares may be at the market price prevailing at the time of sale, at a
price related to such prevailing market price or at a negotiated price. The
Selling Shareholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). See "Selling
Shareholders" and "Plan of Distribution". The Company has agreed to indemnify
the Selling Shareholders against certain civil liabilities, including
liabilities under the Securities Act. All expenses of registration incurred in
connection herewith are being borne by the Company, but all selling and other
expenses incurred by the Selling Shareholders will be borne by the Selling
Shareholders.
The Company's Common Stock is traded on the New York Stock Exchange under the
symbol "HSB". On May 18, 1998 the last sale price of the Company's Common Stock,
as reported in The Wall Street Journal, New York Stock Exchange - Composite
Transactions, was $67 7/16.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 19, 1998.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
No person has been authorized to give any information or to make any
representation not contained in this prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized by the Company or the Selling Shareholders. This prospectus does not
constitute an offer of any securities other than the registered securities to
which it relates or an offer to any person in any jurisdiction where such offer
would be unlawful. The delivery of this prospectus at any time does not imply
that information set forth herein is correct as of any time subsequent to its
date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance with those
requirements files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company with the Commission, including the
reports and other information incorporated by reference into this Prospectus,
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at its regional offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago Illinois 60661. Copies of that information can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at rates prescribed by the Commission or
from the Commission's Internet web site at http:\\www.sec.gov. The Common Stock
of the Company is traded on the New York Stock Exchange. Reports, proxy
statements and other information filed with the Commission can also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3 (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-13300) are incorporated into this Prospectus by reference:
(i) The Annual Report of the Company on Form 10-K as amended by Form 10-K/A for
the year ended December 31, 1997;
(ii) The Quarterly Report of the Company on Form 10-Q for the Quarter ended
March 31, 1998;
(iii) The Company's Current Reports on Form 8-K filed on April 25, 1998 and May
18, 1998; and
(iv) The description of the Company's Common Stock contained in Item 4 of the
Company's Form 8-B, filed on June 25, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
As used herein, the terms "Prospectus" and "herein" mean this Prospectus,
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document such provisions are qualified in all respects by reference to all of
the provisions of such contract or other document. The Company will provide
without charge to any person to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the foregoing
documents incorporated by reference herein (other than exhibits not specifically
incorporated by reference into the texts of such documents). Requests for such
documents should be directed to R. Kevin Price, Corporate Secretary, HSB Group,
Inc., One State Street, P.O. Box 5024, Hartford, Connecticut 06102-5024.
THE COMPANY
HSB Group, Inc. is a holding company which owns directly or indirectly, a number
of insurance and engineering service subsidiaries which specialize in insuring
against losses from accidents to boilers, pressure vessels and mechanical and
electrical machinery and equipment, and in providing related engineering
services. The Company's operations are divided into three industry
segments--insurance, engineering services and investments.
The most significant subsidiary of the Company is The Hartford Steam Boiler
Inspection and Insurance Company, an insurance company chartered under the laws
of the State of Connecticut in 1866. Hartford Steam Boiler is the largest writer
of equipment breakdown insurance in North America and is establishing a presence
in the engineering insurance market outside of North America. In 1997, earned
premiums for HSB Group's insurance products were $491.2 million, approximately
81.4 percent of the revenues of HSB Group.
The Company's principal executive offices are located at One State Street,
Hartford, Connecticut 06102. The Company's telephone number is (860) 722-1866.
USE OF PROCEEDS
The Company will not receive any of the proceeds of sales of Common Stock by the
Selling Shareholders.
SELLING SHAREHOLDERS
The Company issued shares of Common Stock, as shown in the following table, to
the Selling Shareholders on April 28, 1998 in connection with the merger (the
"Merger") of SAI Acquisition Corporation, a Texas corporation and wholly owned
subsidiary of the Company with and into Solomon Associates, Inc., whereby
Solomon Associates, Inc. became a wholly owned subsidiary of the Company. In
connection with the Merger, the shareholders of Solomon Associates, Inc.
received the number of shares of the Company as shown in the following table
(the "Shares"), which represent all of the Common Stock presently owned by the
Selling Shareholders, and which in each shareholder's case represents less than
1% of the Company's Common Stock outstanding as of the date of this Prospectus.
Name Number of shares
- ----- ----------------
Lawrence D. Nieman 10,158
Solomon Enterprises, Ltd. 102,751
SAI Management Trust 92,265
Under the terms of the merger agreement dated April 20, 1998 by and among the
Company, SAI Acquisition Corporation, Solomon Associates, Inc., Lee H. Solomon
and the shareholders of Solomon Associates, Inc. (the "Merger Agreement"), the
Company agreed to use its best efforts to file a registration statement with
respect to the Shares and to maintain the effectiveness of such registration
statement for a period of one year from the date of delivery of the Shares to
the Selling Shareholders.
PLAN OF DISTRIBUTION
Shares of the Company's Common Stock may be sold pursuant to this Prospectus
from time to time by the Selling Shareholders. Such sales may be made from time
to time on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which shares of Common
Stock are then listed, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
shares may be sold by (i) a block trade in which the broker or dealer so engaged
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (ii) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account; and (iii) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In addition, any shares which
qualify for sale under Rule 144 or Rule 144A under the Securities Act may be
sold under Rule 144 or Rule 144A rather than pursuant to this Prospectus.
The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of their
shares of Common Stock. The Selling Shareholders and any underwriters, brokers
or dealers involved in the sale of the Securities may be considered
"underwriters" as that term is defined by the Securities Act of 1933. Under the
Merger Agreement, the Company has agreed to indemnify the Selling Shareholders
and any other person who participates in the offering or sale of the Shares on
behalf of the Selling Shareholders against certain liabilities which may be
incurred in connection with the sale of the Shares under this Prospectus.
At the time a particular offering of any Shares is made hereunder, to the extent
required by law, a Prospectus Supplement will be distributed which will set
forth the amount of Shares being offered and the terms of the offering,
including the purchase price or public offering price, the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
any Shares purchased from the Selling Shareholders, any discounts, commissions
and other items constituting compensation from the Selling Shareholders and any
discounts, commissions or concessions allowed or filed or paid to dealers.
In order to comply with the securities laws of certain states, if applicable,
the Shares will be sold hereunder in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the Securities
may not be sold hereunder unless the Securities have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by Robert C.
Walker, Esquire, Senior Vice President and General Counsel to the Company. Mr.
Walker's current holdings in Registrant common stock consist of the following:
4,850 shares held directly, approximately 605 shares held through the
Registrant's Thrift Incentive Plan and approximately 103 shares held through the
Registrant's Employee Stock Ownership Plan, and 80,000 presently exercisable
stock options.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
Registration fee - Securities and Exchange Commission $4,055
Miscellaneous $1,000
Total $5,055
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
HSB Group's Articles of Incorporation provide that the Company will indemnify
directors to the fullest extent permitted under the law. The Connecticut
Business Corporation Act ("CBCA") permits a corporation to indemnify its
directors against liability (including judgments, settlements, penalties and
fines) if such individual acted in good faith, reasonably believed that his or
her conduct was in the corporation's best interests and, in the case of criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
In a proceeding by or in the right of the corporation, the corporation may
indemnify a director only for reasonable expenses, and may not indemnify a
director who is adjudged liable to the corporation. Indemnification of such
expenses is mandatory when a director is successful in the defense of any
proceeding. The CBCA also permits a corporation to pay or reimburse the
reasonable expenses incurred by a director who is a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) in advance
of the final disposition of such action, suit or proceeding provided that (i)
such director affirms in writing such director's good faith belief that the
standard of conduct required under the statute has been met; (ii) such director
furnishes a written undertaking to repay the corporation if it is ultimately
determined that such standard has not been met; and (iii) a determination is
made pursuant to the statute that the facts then known would not preclude
indemnification under the statute. Provision for such advance of expenses in
accordance with the CBCA is included in the Company's Articles of Incorporation.
As permitted by the CBCA, the Company will continue to secure insurance which
provides broader indemnification of directors than is required under the CBCA.
ITEM 16. EXHIBITS
The exhibits filed as part of this registration statement are as follows:
Exhibit Number Description
4(i) Certificate of Incorporation of the Company; incorporated by
reference to Exhibit 3(i) to the Company's Form 10-K,
as amended by Form 10-K/A, for the year ended
December 31, 1997.
4(ii) Bylaws of the Company; incorporated by reference to Exhibit
3(ii) to the Company's Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1997.
4(iii) 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.
5 Opinion of Robert C. Walker, Senior Vice President and General
Counsel
23 Consent of Coopers & Lybrand, L.L.P.
Consent of Robert C. Walker (included in Exhibit 5)
24 Power of Attorney
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of 17 C.F.R.) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, in the State of Connecticut, on the 18th of
May, 1998.
HSB GROUP, INC.
By: /s/ Gordon W. Kreh
Gordon W. Kreh
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 18th of May, 1998.
SIGNATURE TITLE
- --------- -----
/s/ Gordon W. Kreh President, Chief Executive
Gordon W. Kreh Officer and Director
/s/ Saul L. Basch Senior Vice President, Treasurer and
Saul L. Basch Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Robert C. Walker Senior Vice President and General
Robert C. Walker Counsel
Joel B. Alvord* Director
Richard H. Booth* Director
Colin G. Campbell* Director
Richard G. Dooley* Director
William B. Ellis* Director
Simon W. Leathes* Director
Lois D. Rice* Director
John M. Washburn, Jr.* Director
Wilson Wilde* Director
*By:/s/Robert C. Walker
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
4(i) Certificate of Incorporation of the Company; incorporated by
reference to Exhibit 3(i) to the Company's Form 10-K,
as amended by Form 10-K/A, for the year ended
December 31, 1997.
4(ii) Bylaws of the Company; incorporated by reference to Exhibit
3(ii) to the Company's Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1997.
4(iii) 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.
5 Opinion of Robert C. Walker, Senior Vice President and General
Counsel
23 Consent of Coopers & Lybrand, L.L.P.
Consent of Robert C. Walker (included in Exhibit 5)
24 Power of Attorney