SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 21, 1998
HSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 001-13135 06-1475343
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One State Street, Hartford, Connecticut 06102-5024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (860)722-1866
Item 5. Other Events - On September 21, 1998 the Board of Directors of HSB
Group, Inc. (the "Company") approved the adoption of a new shareholder
rights plan to replace the plan that was set to expire on November 28, 1998
(the "Expiration Date"). The new plan is substantially similar to the
expiring plan that was adopted in 1988 and is designed to deter coercive
takeover tactics and otherwise encourage third parties interested in
acquiring the Company to negotiate with the Board of Directors.
Pursuant to the new Rights Agreement between the Company and BankBoston
N.A., as rights agent, (the "Rights Agreement") the Board has declared a
dividend of one right for each share of common stock, without par value, of
the Company outstanding on the Expiration Date. Each of the rights will
permit shareholders to buy one two-hundredth of a share of preferred stock
at a price of $ 162. The rights are generally not excercisable until an
acquiror obtains a 15 percent or greater ownership in the Company. In such
an event, the rights of shareholders other than the acquiror will entitle
the holder to purchase shares of the Company (or, under certain
circumstances, of the acquiror) at a 50 percent discount. The Rights
Agreement provides that Employers Reinsurance Corporation will not be
deemed an acquiror in the event of the conversion of the Convertible
Capital Securities it holds into common stock of the Company (which would
currently constitute approximately 15.5 percent of the Company's
outstanding shares) unless and until it acquires 1 percent or more
additional shares. The new rights expire in ten years and are redeemable
for $.01 prior to the acquisition of 15 percent or more of the common stock
of the Company.
The foregoing description of the Rights Agreement does not purport to be
complete and is qualified by reference to the Rights Agreement attached
hereto as an exhibit, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
---------- -----------
4 Rights Agreement dated as of
November 28, 1998 between HSB Group, Inc. and
BankBoston, N.A., which includes as Exhibit A
thereto the Form of Rights Certificate.
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, thereunto duly authorized.
HSB GROUP, INC.
Dated: December 2, 1998 /s/ R. Kevin Price
R. Kevin Price
Senior Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description Page No.
---------- ----------- --------
4 Rights Agreement dated as of 5
November 28, 1998 between HSB
Group, Inc. and BankBoston, N.A.,
which includes as Exhibit A thereto
the Form of Rights Certificate.