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 17, 2001
THE HARTFORD FINANCIAL SERVICES GROUP, INC. HARTFORD CAPITAL III
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(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware 0-19277 Delaware 001-13958-01
(State or other jurisdiction (Commission (State or other jurisdiction (Commission
of Incorporation) File Number) of Incorporation) File Number)
13-3317783 06-6431735
(IRS Employer (IRS Employer
Identification No.) Identification No.)
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
HARTFORD PLAZA
HARTFORD, CONNECTICUT
(Address of principal executive offices of each registrant)
06115-1900
Zip Code
(860) 547-5000
Registrants' telephone number
Item 5. Other Events:
On October 17, 2001, The Hartford Financial Services Group, Inc. ("The
Hartford") entered into an Underwriting Agreement with Salomon Smith Barney Inc.
for the issuance and sale of certain of The Hartford's equity securities. This
Form 8-K is being filed to incorporate by reference into Registration Statement
on Form S-3, No. 333-49666, the Underwriting Agreement attached hereto as
Exhibit 1.1.
On October 19, 2001, The Hartford and Hartford Capital III (the
"Trust") entered into an Underwriting Agreement with Merrill Lynch, Pierce,
Fenner & Smith Incorporated and UBS Warburg LLC on behalf of the Several
Underwriters named in Schedule 1 to the Pricing Agreement for the issuance and
sale of 20,000,000 Preferred Securities designated the 7.45% Trust Originated
Preferred Securities, Series C, of the Trust. This Form 8-K is being filed to
incorporate by reference into Registration Statement on Form S-3, No. 333-49666,
the Underwriting Agreement attached hereto as Exhibit 1.2.
On October 26, 2001, Debevoise & Plimpton, who acted as special counsel
to The Hartford and the Trust in connection with the Registration Statement on
Form S-3, No. 333-49666 (the "Registration Statement"), delivered its tax
opinion in connection with the issuance and sale of 20,000,000 Preferred
Securities designated the 7.45% Trust Originated Preferred Securities of the
Trust. This Form 8-K is being filed to incorporate by reference into the
Registration Statement the tax opinion of Debevoise & Plimpton, which is
attached hereto as Exhibit 8.
Item 7 Financial Statements and Exhibits
c) The following are filed as exhibits to this Current Report:
Exhibit
Number Description
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1.1. Underwriting Agreement dated October 17, 2001.
1.2. Underwriting Agreement dated October 19, 2001.
8. Tax Opinion of Debevoise & Plimpton dated October 26, 2001.
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SIGNATURE
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.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Date: November 9, 2001 By: /s/ C. Michael O'Halloran
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Name: C. Michael O'Halloran
Title: Its Senior Vice President
HARTFORD CAPITAL III
By: THE HARTFORD FINANCIAL SERVICES
GROUP, INC., as Sponsor
Date: November 9, 2001 By: /s/ C. Michael O'Halloran
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Name: C. Michael O'Halloran
Title: Its Senior Vice President
EXHIBIT INDEX
Exhibit Number Description
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1.1. Underwriting Agreement dated October 17, 2001.
1.2. Underwriting Agreement dated October 19, 2001.
8. Tax Opinion of Debevoise & Plimpton dated October 26, 2001.
3