sv3asr
As filed with the Securities and Exchange Commission on
August 4, 2010
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
The Hartford Financial Services
Group, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3317783
(I.R.S. Employer Identification
Number)
One Hartford Plaza
Hartford, Connecticut
06155
(860) 547-5000
(Address, including zip code,
and telephone number, including area
code, of registrant’s
principal executive offices)
Alan J. Kreczko
Executive Vice President and
General Counsel
One Hartford Plaza
Hartford, Connecticut
06155
(860) 547-5000
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
With copies to:
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Craig B. Brod
Janet L. Fisher
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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Richard J. Sandler
Ethan T. James
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of the proposed sale to the
public: From time to time after this Registration Statement
becomes effective, as determined by market and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
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. o
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. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. x
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule
12b-2 of the
Exchange Act. (Check one):
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accelerated
filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
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Amount to be registered/
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Proposed maximum offering
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price per unit/
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Proposed maximum aggregate
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offering price/Amount
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Title of each class of securities to be registered
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of registration
fee(1)
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Debt Securities of The Hartford Financial Services Group,
Inc.
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Junior Subordinated Debt Securities of The Hartford Financial
Services Group, Inc.
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Common Stock of The Hartford Financial Services Group, Inc., par
value $.01 per share
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Preferred Stock of The Hartford Financial Services Group, Inc.,
par value $.01 per share
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Depositary Shares of The Hartford Financial Services Group,
Inc.(2)
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Warrants of The Hartford Financial Services Group, Inc.
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Stock Purchase Contracts of The Hartford Financial Services
Group, Inc.(3)
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Stock Purchase Units of The Hartford Financial Services Group,
Inc.(4)
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(1)
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An unspecified aggregate initial
offering price and number or amount of the securities of each
identified class is being registered as may from time to time be
sold at unspecified prices. Separate consideration may or may
not be received for securities that are issuable on exercise,
conversion or exchange of other securities or that are issued in
units or represented by depositary shares. Any securities
registered hereunder may be sold separately or as units with
other securities registered hereunder. The registrant is relying
on Rule 456(b) and Rule 457(r) under the Securities Act of
1933, as amended, or the Securities Act, to defer payment of all
of the registration fee, except for $8,849.76 that has already
been paid with respect to securities that were previously
registered under the registration statement of the registrant on
Form S-3
filed on April 11, 2007
(No. 333-142044)
and were not sold thereunder. Pursuant to Rule 457(p) under
the Securities Act, such unutilized registration fee may be
applied to the registration fee payable pursuant to this
registration statement.
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(2)
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The Depositary Shares issued
hereunder will be evidenced by Depositary Receipts issued
pursuant to a Deposit Agreement. In the event The Hartford
Financial Services Group, Inc. elects to offer to the public
fractional interests in Debt Securities or shares of the
Preferred Stock registered hereunder, Depositary Receipts will
be distributed to those persons purchasing such fractional
interests and Debt Securities or shares of Preferred Stock, as
the case may be, will be issued to the Depositary under the
Deposit Agreement. No separate consideration will be received
for the Debt Securities or Preferred Stock represented by such
Depositary Shares.
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(3)
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Representing rights or obligations
to purchase Preferred Stock, Common Stock or other securities,
property or assets.
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(4)
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Representing ownership of Stock
Purchase Contracts and Debt Securities, undivided beneficial
ownership interests in Debt Securities, Depositary Shares
representing fractional interests in Debt Securities or shares
of Preferred Stock or debt obligations of third parties,
including U.S. Treasury Securities.
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PROSPECTUS
The Hartford
Financial
Services Group, Inc.
Debt Securities
Junior Subordinated Debt
Securities
Preferred Stock
Common Stock
Depositary Shares
Warrants
Stock Purchase
Contracts
Stock Purchase Units
By this prospectus, we may offer from time to time, or selling
securityholders may sell from time to time, the securities
described in this prospectus separately or together in any
combination.
Specific terms of any securities to be offered will be provided
in a supplement to this prospectus. You should read this
prospectus and any supplement carefully before you invest. A
supplement may also add to, update, supplement or clarify
information contained in this prospectus.
Unless stated otherwise in a prospectus supplement, none of
these securities will be listed on any securities exchange.
Our common stock is listed on the New York Stock Exchange under
the symbol “HIG.”
We may offer and sell these securities to or through one or more
agents, underwriters, dealers or other third parties or directly
to one or more purchasers on a continuous or delayed basis. In
addition, selling securityholders may sell their securities from
time to time on terms described in the applicable prospectus
supplement.
Investing in the offered securities involves risks. You
should consider the risk factors described in any applicable
prospectus supplement and in the documents we incorporate by
reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 4, 2010.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC,
utilizing a “shelf” registration process. Under this
shelf process, we are registering an unspecified amount of each
class of the securities described in this prospectus, and we may
sell any combination of the securities described in this
prospectus in one or more offerings. In addition, we may use
this prospectus and the applicable prospectus supplement in a
remarketing or other resale transaction involving the securities
after their initial sale. This prospectus provides you with a
general description of the securities we may offer. Each time we
sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of that
offering. Selling securityholders may also sell securities on
terms described in the applicable prospectus supplement. The
prospectus supplement may also add to, update, supplement or
clarify information contained in this prospectus. The rules of
the SEC allow us to incorporate by reference information into
this prospectus and any prospectus supplement. Any information
incorporated by reference is considered to be a part of this
prospectus and any relevant prospectus supplement, and
information that we file later with the SEC will automatically
update and supersede this information. See “Incorporation
by Reference.” You should read both this prospectus and any
prospectus supplement together with additional information
described under the heading “Where You Can Find More
Information,” and any free writing prospectus with respect
to an offering filed by us with the SEC.
We are responsible for the information contained and
incorporated by reference in this prospectus. We and any selling
securityholders have not authorized anyone to give you any other
information, and we take no responsibility for, and can provide
no assurance as to the reliability of, any other information
that others may give you. We and any selling securityholders are
not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume
that the information contained or incorporated by reference in
this prospectus or any prospectus supplement is accurate as of
any date other than the date of the document containing the
information.
Unless otherwise indicated, or the context otherwise requires,
references in this prospectus to the “Company,”
“we,” “us” and “our” or similar
terms are to The Hartford Financial Services Group, Inc. and not
to any of its subsidiaries and references to the “The
Hartford” are to The Hartford Financial Services Group,
Inc. and its subsidiaries.
FORWARD-LOOKING
STATEMENTS AND CERTAIN RISK FACTORS
Certain of the statements contained herein or incorporated by
reference in this prospectus are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as “anticipates,”
“intends,” “plans,” “seeks,”
“believes,” “estimates,”
“expects,” “projects,” and similar
references to future periods.
Forward-looking statements are based on our current expectations
and assumptions regarding economic, competitive and legislative
developments. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. They
have been made based upon management’s expectations and
beliefs concerning future developments and their potential
effect upon us. Future developments may not be in line with
management’s expectations or have unanticipated effects.
Actual results could differ materially from expectations,
depending on the evolution of various factors, including, but
not limited to, those set forth in this prospectus and those set
forth in Part I, Item 1A of our Annual Report on
Form 10-K
for the year ended December 31, 2009 (as updated from time
to time) and our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2010 and June 30,
2010. These important risks and uncertainties include:
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risks and uncertainties related to The Hartford’s current
operating environment, which reflects continued volatility in
financial markets, constrained capital and credit markets and
uncertainty about the strength of an economic recovery and the
impact of U.S. and other governmental stimulus, budgetary
and legislative initiatives, and whether management’s
efforts to identify and address these risks will be timely and
effective;
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risks associated with The Hartford’s continued execution of
steps to realign its business and reposition its investment
portfolio, including the potential need to take other actions,
such as divestitures;
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market risks associated with The Hartford’s business,
including changes in interest rates, credit spreads, equity
prices, foreign exchange rates, as well as challenging or
deteriorating conditions in key sectors such as the commercial
real estate market, that have pressured its results and have
continued to do so in 2010;
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volatility in The Hartford’s earnings resulting from its
adjustment of its risk management program to emphasize
protection of statutory surplus;
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the impact on The Hartford’s statutory capital of various
factors, including many that are outside The Hartford’s
control, which can in turn affect its credit and financial
strength ratings, cost of capital, regulatory compliance and
other aspects of its business and results;
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risks to The Hartford’s business, financial position,
prospects and results associated with negative ratings actions
or downgrades in The Hartford’s financial strength and
credit ratings or negative rating actions or downgrades relating
to its investments;
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the potential for differing interpretations of the
methodologies, estimations and assumptions that underlie the
valuation of The Hartford’s financial instruments that
could result in changes to investment valuations;
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the subjective determinations that underlie The Hartford’s
evaluation of
other-than-temporary
impairments on
available-for-sale
securities;
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losses due to nonperformance or defaults by others;
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the potential for further acceleration of deferred policy
acquisition cost amortization;
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the potential for further impairments of The Hartford’s
goodwill or the potential for establishing valuation allowances
against deferred tax assets;
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the possible occurrence of terrorist attacks and The
Hartford’s ability to contain its exposure, including the
effect of the absence or insufficiency of applicable terrorism
legislation on coverage;
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the difficulty in predicting The Hartford’s potential
exposure for asbestos and environmental claims;
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the possibility of a pandemic or other man-made disaster that
may adversely affect The Hartford’s businesses and cost and
availability of reinsurance;
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weather and other natural physical events, including the
severity and frequency of storms, hail, snowfall and other
winter conditions, natural disasters such as hurricanes and
earthquakes, as well as climate change, including effects on
weather patterns, greenhouse gases, sea, land and air
temperatures, sea levels, rain and snow;
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the response of reinsurance companies under reinsurance
contracts and the availability, pricing and adequacy of
reinsurance to protect The Hartford against losses;
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the possibility of unfavorable loss development;
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actions by The Hartford’s competitors, many of which are
larger or have greater financial resources than it does;
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the restrictions, oversight, costs and other consequences of
being a savings and loan holding company, including from the
supervision, regulation and examination by the Office of Thrift
Supervision, or the OTS, and in the future, as a result of the
enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the “Dodd-Frank Act”), The
Federal
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Reserve and the Office of the Controller of the Currency as
regulator of Federal Trust Bank, and arising from our
participation in the Capital Purchase Program, or the CPP, under
the Emergency Economic Stabilization Act of 2008, or the EESA,
certain elements of which will continue to apply to us for so
long as the United States Department of the Treasury, or the
Treasury, holds the warrant or shares of our common stock
received on exercise of the warrant that we issued as part of
our participation in the CPP;
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the potential effect of domestic and foreign regulatory
developments, including those that could adversely impact the
demand for The Hartford’s products, operating costs and
required capital levels, including changes to statutory reserves
and/or
risk-based capital requirements related to secondary guarantees
under universal life and variable annuity products;
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the cost and other effects of increased regulation as a result
of the enactment of the Dodd-Frank Act, which will, among other
effects, vest a newly created Financial Services Oversight
Council with the power to designate “systemically
important” institutions, require central clearing of,
and/or
impose new margin and capital requirements on, derivatives
transactions, and as a savings and loan holding company, may
affect our ability to manage our general account by limiting or
eliminating investments in certain private equity and hedge
funds;
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The Hartford’s ability to distribute its products through
distribution channels, both current and future;
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the uncertain effects of emerging claim and coverage issues;
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the ability of The Hartford to declare and pay dividends is
subject to limitations;
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The Hartford’s ability to effectively price its property
and casualty policies, including its ability to obtain
regulatory consents to pricing actions or to non-renewal or
withdrawal of certain product lines;
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The Hartford’s ability to maintain the availability of its
systems and safeguard the security of its data in the event of a
disaster or other unanticipated events;
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the risk that The Hartford’s framework for managing
business risks may not be effective in mitigating risk and loss
to The Hartford that could adversely affect its business;
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the potential for difficulties arising from outsourcing
relationships;
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the impact of potential changes in federal or state tax laws,
including changes affecting the availability of the separate
account dividend received deduction;
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the impact of potential changes in accounting principles and
related financial reporting requirements;
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The Hartford’s ability to protect its intellectual property
and defend against claims of infringement;
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unfavorable judicial or legislative developments; and
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other factors described in such forward-looking statements.
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Any forward-looking statement made by us in this prospectus, any
applicable prospectus supplement, any document incorporated by
reference herein or therein or any free writing prospectus filed
by us with the SEC speaks only as of the date on which it is
made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for
us to predict all of them. We undertake no obligation to
publicly update any forward-looking statement, whether as a
result of new information, future developments or otherwise.
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THE
HARTFORD FINANCIAL SERVICES GROUP, INC.
We are an insurance and financial services holding company. The
Hartford is among the largest providers of investment products,
individual life, group life and disability insurance products,
and property and casualty insurance products in the United
States. Hartford Fire Insurance Company, or Hartford Fire,
founded in 1810, is the oldest of our subsidiaries.
As a holding company that is separate and distinct from our
insurance subsidiaries, we have no significant business
operations of our own. Therefore, we rely on dividends from our
insurance company subsidiaries and other subsidiaries as the
principal source of cash flow to meet our obligations. These
obligations include payments on our debt securities and the
payment of dividends on our capital stock. The Connecticut
insurance holding company laws limit the payment of dividends by
Connecticut-domiciled insurers. In addition, these laws require
notice to and approval by the state insurance commissioner for
the declaration or payment by those subsidiaries of any
dividend, if the dividend and other dividends or distributions
made within the preceding twelve months exceeds the greater of:
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10% of the insurer’s policyholder surplus as of December 31
of the preceding year, and
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net income, or net gain from operations if the subsidiary is a
life insurance company, for the previous calendar year, in each
case determined under statutory insurance accounting principles.
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In addition, if any dividend of a Connecticut-domiciled insurer
exceeds the insurer’s earned surplus, it requires the prior
approval of the Connecticut Insurance Commissioner. The
insurance holding company laws of the other jurisdictions in
which our insurance subsidiaries are incorporated, or deemed
commercially domiciled, generally contain similar, and in some
instances more restrictive, limitations on the payment of
dividends. Likewise, our rights to participate in any
distribution of the assets of any of our subsidiaries, for
example, upon their liquidation or reorganization, and the
ability of holders of the securities to benefit indirectly from
a distribution, are subject to the prior claims of creditors of
the applicable subsidiary, except to the extent that we may be a
creditor of that subsidiary.
Our principal executive offices are located at One Hartford
Plaza, Hartford, Connecticut 06155, and our telephone number is
(860) 547-5000.
USE OF
PROCEEDS
Unless we state otherwise in an applicable prospectus
supplement, we intend to use the proceeds from the sale of the
securities offered by this prospectus for general corporate
purposes, including working capital, capital expenditures,
investments in loans to subsidiaries, acquisitions and
refinancing of debt, including outstanding commercial paper and
other short-term indebtedness. We may include a more detailed
description of the use of proceeds of any specific offering of
securities in the prospectus supplement relating to the offering.
Unless otherwise set forth in a prospectus supplement, we will
not receive any proceeds in the event that the securities are
sold by a selling securityholder.
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DESCRIPTION
OF THE DEBT SECURITIES
We may offer unsecured senior debt securities or subordinated
debt securities. We refer to the senior debt securities and the
subordinated debt securities together in this prospectus as the
“debt securities.” The senior debt securities will
rank equally with all of our other unsecured, unsubordinated
obligations. The subordinated debt securities will be
subordinate and junior in right of payment to all of our senior
debt.
We will issue the senior debt securities in one or more series
under the indenture, which we refer to herein as the
“senior indenture,” dated as of April 11, 2007,
between us and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company,
N.A.), as trustee. We will issue subordinated debt securities in
one or more series under an indenture, which we refer to herein
as the “subordinated indenture,” between us and the
trustee to be named in the prospectus supplement relating to the
offering of subordinated debt securities.
The following description of the terms of the debt securities is
a summary. It summarizes only those terms of the debt securities
which we believe will be most important to your decision to
invest in our debt securities. You should keep in mind, however,
that it is the indentures, and not this summary, which define
your rights as a debtholder. There may be other provisions in
the indentures which are also important to you. You should read
the indentures for a full description of the terms of the debt.
The senior indenture and the subordinated indenture are
incorporated by reference as exhibits to the registration
statement that includes this prospectus. See “Where You Can
Find More Information” for information on how to obtain
copies of the senior indenture and the subordinated indenture.
Ranking
of the Debt Securities
Our debt securities will be unsecured obligations and our senior
debt securities will be unsecured and will rank equally with all
of our other senior unsecured and unsubordinated obligations. As
a non-operating holding company, we have no significant business
operations of our own. Therefore, we rely on dividends from our
insurance company and other subsidiaries as the principal source
of cash flow to meet our obligations for payment of principal
and interest on our outstanding debt obligations and corporate
expenses. Accordingly, the debt securities will be effectively
subordinated to all existing and future liabilities of our
subsidiaries, and you should rely only on our assets for
payments on the debt securities. The payment of dividends by our
insurance subsidiaries is limited under the insurance holding
company laws in the jurisdictions where those subsidiaries are
domiciled. See “The Hartford Financial Services Group,
Inc.”
Unless we state otherwise in the applicable prospectus
supplement, the indentures do not limit us from incurring or
issuing other secured or unsecured debt under either of the
indentures or any other indenture that we may have entered into
or enter into in the future. See “—Subordination”
and the prospectus supplement relating to any offering of
subordinated debt securities.
Terms of
the Debt Securities
We may issue the debt securities in one or more series through
an indenture that supplements the senior indenture or the
subordinated indenture or through a resolution of our board of
directors or an authorized committee of our board of directors.
You should refer to the applicable prospectus supplement for the
specific terms of the debt securities. These terms may include
the following:
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title of the debt securities and any limit upon the aggregate
principal amount, provided that such limit may be increased
through a resolution of our board of directors or an authorized
committee thereof,
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maturity date(s) or the method of determining the maturity
date(s),
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interest rate(s) or the method of determining the interest
rate(s),
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dates on which interest will be payable or the method of
determining these dates,
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circumstances in which interest may be deferred, if any,
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the regular record date or the method of determining this date,
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dates from which interest will accrue and the method of
determining those dates,
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place or places where we may pay principal, premium, if any, and
interest, and where you may present the debt securities for
registration of transfer or exchange,
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place or places where notices and demands relating to the debt
securities may be made,
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redemption or early payment provisions,
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sinking fund or similar provisions,
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authorized denominations if other than denominations of $1,000
and integral multiples of $1,000 thereafter,
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currency, currencies, or currency units, if other than in
U.S. dollars, in which the principal of, premium, if any,
and interest on the debt securities is payable, or in which the
debt securities are denominated,
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any additions, modifications or deletions, in the events of
default or covenants of the Company specified in the indenture
relating to the debt securities,
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if other than the principal amount of the debt securities, the
portion of the principal amount of the debt securities that is
payable upon declaration of acceleration of maturity,
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any additions or changes to the indenture relating to a series
of debt securities necessary to permit or facilitate issuing the
series in bearer form, registrable or not registrable as to
principal, and with or without interest coupons,
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any index or indices used to determine the amount of payments of
principal of and premium, if any, on the debt securities or the
method of determining these amounts,
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whether a temporary global security will be issued and the terms
upon which such temporary global security may be exchanged for
definitive debt securities,
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whether the debt securities will be issued in whole or in part
in the form of one or more global securities,
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identity of the depositary for global debt securities,
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appointment of any paying agent(s),
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the terms and conditions of any obligation or right we would
have or any option you would have to convert or exchange the
debt securities into other securities or cash or property of the
Company or any other person and any changes to the indenture to
permit or facilitate such conversion or exchange,
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in the case of the subordinated indenture, any provisions
regarding subordination, and
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additional terms not inconsistent with the provisions of the
indentures.
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Debt securities may also be issued under the indentures upon the
exercise of warrants or delivery upon settlement of stock
purchase contracts. See “Description of Warrants” and
“Description of Stock Purchase Contracts.”
We may, in certain circumstances, without notice to or consent
of the holders of the debt securities, issue additional debt
securities having the same terms and conditions as the debt
securities previously issued (except as otherwise provided in
the indenture or any supplemental indenture thereto, or
resolutions of the board of directors or authorized committees
thereof) under this prospectus and any applicable prospectus
supplement, so that such additional debt securities and the debt
securities previously offered under this
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prospectus and any applicable prospectus supplement form a
single series, and references in this prospectus and any
applicable prospectus supplement to the debt securities shall
include, unless the context otherwise requires, any further debt
securities issued as described in this paragraph.
Special
Payment Terms of the Debt Securities
We may issue one or more series of debt securities at a
substantial discount below their stated principal amount. These
debt securities may bear no interest or interest at a rate which
at the time of issuance is below market rates. When appropriate,
we will describe certain of the United States federal income tax
considerations relating to any series in the applicable
prospectus supplement.
The purchase price of any of the debt securities may be payable
in one or more foreign currencies or currency units. The debt
securities may be denominated in one or more foreign currencies
or currency units, or the principal of, premium, if any, or
interest on any debt securities may be payable in one or more
foreign currencies or currency units. We will describe the
restrictions, elections, United States federal income tax
considerations, specific terms and other information relating to
the debt securities and any foreign currencies or foreign
currency units in the applicable prospectus supplement.
If we use any index to determine the amount of payments of
principal of, premium, if any, or interest on any series of debt
securities, we will also describe the United States federal
income tax consequences and any special considerations relating
to the debt securities in the applicable prospectus supplement.
Denominations,
Registration and Transfer
We expect to issue most debt securities in fully registered form
without coupons and in denominations of $2,000 and any integral
multiple of $1,000. Except as we may describe in the applicable
prospectus supplement, debt securities of any series will be
exchangeable at the option of the holder for other debt
securities of the same issue and series, in any authorized
denominations, of a like tenor and aggregate principal amount,
of the same original issue date and stated maturity, bearing the
same interest rate and having the same terms.
You may, subject to the limitations described below, present
debt securities for exchange as described above, or for
registration of transfer, at the office of the security
registrar or at the office of any transfer agent we designate
for that purpose. You will not incur a service charge in
connection with the registration of transfer or exchange of debt
securities, but you may be obligated to pay any taxes,
assessments or other governmental charges as described in the
indentures. We will appoint the trustees as security registrar
under the indentures. We may at any time rescind the designation
of any transfer agent that we initially designate or approve a
change in the location through which the transfer agent acts. We
must maintain a transfer agent in each place of payment. We will
specify the transfer agent in the applicable prospectus
supplement. We may at any time designate additional transfer
agents.
If we redeem any debt securities, neither we nor the trustees
will be required to:
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issue, register the transfer of, or exchange debt securities
during a period beginning at the opening of business
15 days before the day of the mailing of a notice of
redemption of such debt securities and ending at the close of
business on the day of such mailing of notice of
redemption, or
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register, transfer or exchange any debt securities selected for
redemption in whole or in part, except for any portion of such
debt securities not redeemed.
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Global
Debt Securities
We may issue all or any part of a series of debt securities in
the form of one or more global securities. We will identify the
depositary holding the global debt securities. Unless we
otherwise state in the applicable prospectus supplement, the
depositary will be The Depository Trust Company, or DTC. We
will
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issue global securities in fully registered form and in either
temporary or definitive form. Unless it is exchanged for
individual debt securities, a global security may not be
transferred except as a whole:
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by the depositary to its nominee,
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by a nominee of the depositary to the depositary or another
nominee, or
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by the depositary or any nominee to a successor of the
depositary, or a nominee of the successor.
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We will describe the specific terms of the depositary
arrangement in the applicable prospectus supplement. We expect
that the following provisions will generally apply to these
depositary arrangements.
Beneficial
Interests in a Global Security
If we issue a global security, the depositary for the global
security or its nominee will credit on its book-entry
registration and transfer system the principal amounts of the
individual debt securities represented by the global security to
the accounts of persons that have accounts with it. We refer to
those persons as “participants” in this prospectus.
The accounts will be designated by the dealers, underwriters or
agents for the debt securities, or by us if the debt securities
are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participants
or persons that may hold interests through participants.
Ownership and transfers of beneficial interests in the global
security will be shown on, and effected only through, records
maintained by the applicable depositary or its nominee, for
interests of participants, and the records of participants, for
interests of persons who hold through participants. The laws of
some states require that you take physical delivery of
securities in definitive form. These limits and laws may impair
your ability to transfer beneficial interests in a global
security.
So long as the depositary or its nominee is the registered owner
of the global security, the depositary or the nominee will be
considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the
indenture. Except as provided below, you:
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will not be entitled to have any of the individual debt
securities represented by the global security registered in your
name,
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will not receive or be entitled to receive physical delivery of
any debt securities in definitive form, and
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will not be considered the owner or holder of the debt
securities under the indenture.
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Payments
of Principal, Premium and Interest
We will make principal, premium, if any, and interest payments
on global securities to the depositary that is the registered
holder of the global security or its nominee. The depositary for
the global securities will be solely responsible and liable for
all payments made on account of your beneficial ownership
interests in the global security and for maintaining,
supervising and reviewing any records relating to your
beneficial ownership interests.
We expect that the depositary or its nominee, upon receipt of
any principal, premium, if any, or interest payment immediately
will credit participants’ accounts with amounts in
proportion to their respective beneficial interests in the
principal amount of the global security as shown on the records
of the depositary or its nominee. We also expect that payments
by participants to you, as an owner of a beneficial interest in
the global security held through those participants, will be
governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers
in bearer form or registered in “street name.” These
payments will be the responsibility of those participants.
Issuance
of Individual Debt Securities
Unless we state otherwise in the applicable prospectus
supplement, if a depositary for a series of debt securities is
at any time unwilling, unable or ineligible to continue as
depositary, we will appoint a successor depositary or we will
issue individual debt securities in exchange for the global
security. In addition, we may
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at any time and in our sole discretion, subject to the
procedures of the depositary and to any limitations described in
the prospectus supplement relating to the debt securities,
determine not to have any debt securities represented by one or
more global securities. If that occurs, we will issue individual
debt securities in exchange for the global security.
Further, we may specify that you may, on terms acceptable to us,
the trustee and the depositary, receive individual debt
securities in exchange for your beneficial interest in a global
security, subject to any limitations described in the prospectus
supplement relating to the debt securities. In that instance,
you will be entitled to physical delivery of individual debt
securities equal in principal amount to that beneficial interest
and to have the debt securities registered in your name. Unless
we otherwise specify, we expect to issue those individual debt
securities in denominations of $2,000 and integral multiples of
$1,000.
Payment
and Paying Agents
Unless we state otherwise in the applicable prospectus
supplement, we will pay principal of, premium, if any, and
interest on your debt securities at the office of the trustee
for your debt securities in The City of New York or at the
office of any paying agent that we may designate.
Unless we state otherwise in the applicable prospectus
supplement, we will pay any interest on debt securities to the
registered owner of the debt security at the close of business
on the regular record date for the interest, except in the case
of defaulted interest. We may at any time designate additional
paying agents or rescind the designation of any paying agent. We
must maintain a paying agent in each place of payment for the
debt securities.
Any moneys or U.S. government obligation (including the
proceeds thereof and interest thereon) deposited with the
trustee or any paying agent, or then held by us in trust, for
the payment of the principal of, premium, if any, and interest
on any debt security that remain unclaimed for two years after
the principal, premium or interest has become due and payable
will, at our request, be repaid to us. After repayment to us,
you are entitled to seek payment only from us as a general
unsecured creditor.
Redemption
Unless we state otherwise in the applicable prospectus
supplement, debt securities will not be subject to any sinking
fund.
Unless we state otherwise in the applicable prospectus
supplement, we may, at our option, redeem any series of debt
securities after its issuance date in whole or in part at any
time and from time to time. We may redeem debt securities in
denominations of $1,000 and integral multiples of $1,000.
Redemption Price
Except as we may otherwise specify in the applicable prospectus
supplement, the redemption price for any debt security which we
redeem will equal 100% of the principal amount then outstanding
plus any accrued and unpaid interest up to, but excluding, the
redemption date.
Notice
of Redemption
Except as we may otherwise specify in the applicable prospectus
supplement, we will mail notice of any redemption of debt
securities at least 30 days but not more than 60 days
before the redemption date to the registered holders of the debt
securities at their addresses as shown on the security register.
Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
debt securities or the portions called for redemption.
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Consolidation,
Merger and Sale of Assets
We will not consolidate with or merge into any other person or
convey, transfer or lease our assets substantially as an
entirety to any person, and no person may consolidate with or
merge into us, unless we will be the surviving company in any
merger or consolidation, or:
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if we consolidate with or merge into another person or convey or
transfer our assets substantially as an entirety to any person,
the successor person is a corporation, partnership, trust or
limited liability company, organized and validly existing under
the laws of the United States or any state thereof or the
District of Columbia, and the successor entity expressly assumes
our obligations relating to the debt securities, and
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immediately after giving effect to the consolidation, merger,
conveyance or transfer, there exists no event of default, and no
event which, after notice or lapse of time or both, would become
an event of default, and
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other conditions described in the relevant indenture are met.
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This covenant does not apply to the direct or indirect
conveyance, transfer or lease of all or any portion of the
stock, assets or liabilities of any of our wholly owned
subsidiaries to us or to our other wholly owned subsidiaries. In
addition, this covenant does not apply to any recapitalization
transaction, a change of control of the Company or a highly
leveraged transaction unless such transaction or change of
control is structured to include a merger or consolidation by us
or the conveyance, transfer or lease of our assets substantially
as an entirety.
Limitations
upon Liens
With certain exceptions set forth below, the indentures provide
that neither we nor our restricted subsidiaries may create,
incur, assume or permit to exist any lien, except liens created,
incurred, assumed or existing prior to the date of the
indentures, on, any property or assets (including the capital
stock of any restricted subsidiary) now owned or hereafter
acquired by it, or sell or transfer or create any lien on any
income or revenues or rights in respect thereof.
General
Exceptions
The restriction on our and our restricted subsidiaries’
ability to create, incur, assume or permit to exist liens will
not apply to:
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liens on any property or asset hereafter acquired, constructed
or improved by us or any of our restricted subsidiaries which
are created or assumed to secure or provide for the payment of
any part of the purchase price of such property or asset or the
cost of such construction or improvement, or any lien on any
such property or asset existing at the time of acquisition
thereof; provided, however, that such lien shall not extend to
any other property owned by us or any of our restricted
subsidiaries;
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liens existing upon any property or asset of a company which is
merged with or into or is consolidated into, or substantially
all the assets or shares of capital stock of which are acquired
by, us or any of our restricted subsidiaries, at the time of
such merger, consolidation or acquisition; provided that such
lien does not extend to any other property or asset, other than
improvements to the property or asset subject to such lien;
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any pledge or deposit to secure payment of workers’
compensation or insurance premiums, or in connection with
tenders, bids, contracts (other than contracts for the payment
of money) or leases;
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any pledge of, or other lien upon, any assets as security for
the payment of any tax, assessment or other similar charge by
any governmental authority or public body, or as security
required by law or governmental regulation as a condition to the
transaction of any business or the exercise of any privilege or
right;
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liens necessary to secure a stay of any legal or equitable
process in a proceeding to enforce a liability or obligation
contested in good faith by us or any of our restricted
subsidiaries or required in connection with the institution by
us or any of our restricted subsidiaries of any legal or
equitable proceeding to enforce a right or to obtain a remedy
claimed in good faith by us or any of our restricted
subsidiaries, or required in connection with any order or decree
in any such proceeding or in connection with any contest of any
tax or other governmental charge; or the making of any deposit
with or the giving of any form of security to any governmental
agency or any body created or approved by law or governmental
regulation in order to entitle us or any of our restricted
subsidiaries to maintain self-insurance or to participate in any
fund in connection with workers’ compensation, unemployment
insurance, old age pensions or other social security or to share
in any provisions or other benefits provided for companies
participating in any such arrangement or for liability on
insurance of credits or other risks;
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mechanics’, carriers’, workmen’s,
repairmen’s, or other like liens, if arising in the
ordinary course of business, in respect of obligations which are
not overdue or liability for which is being contested in good
faith by appropriate proceedings;
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liens on property in favor of the United States, or of any
agency, department or other instrumentality thereof, to secure
partial, progress or advance payments pursuant to the provisions
of any contract;
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liens securing indebtedness of any of our restricted
subsidiaries to us or to another restricted subsidiary; provided
that in the case of any sale or other disposition of such
indebtedness by us or such restricted subsidiary, such sale or
other disposition shall be deemed to constitute the creation of
another lien not permitted by this clause;
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liens affecting our or any of our restricted subsidiaries’
property securing indebtedness of the United States or a state
thereof (or any instrumentality or agency of either thereof)
issued in connection with a pollution control or abatement
program required in our opinion to meet environmental criteria
with respect to our or any of our restricted subsidiaries’
operations and the proceeds of which indebtedness have financed
the cost of acquisition of such program; or
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the renewal, extension, replacement or refunding of any
mortgage, pledge, lien, deposit, charge or other encumbrance,
permitted as specified above; provided that in each case such
amount outstanding at that time shall not be increased.
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Exceptions
for Specified Amount of Indebtedness
We and one or more of our restricted subsidiaries may create,
incur, assume or permit to exist any lien which would otherwise
be subject to the above restrictions, provided that immediately
after the creation or assumption of such lien, the total of the
aggregate principal amount of our and our restricted
subsidiaries’ indebtedness secured by all liens (not
including any liens incurred pursuant to the ten exceptions
described above under “—Limitations upon Liens-General
Exceptions”) shall not exceed an amount equal to 10% of our
consolidated net tangible assets.
When we use the term “consolidated net tangible
assets,” we mean the total of all assets appearing on a
consolidated balance sheet of the Company and our restricted
subsidiaries, less the sum of the following items as shown on
such consolidated balance sheet:
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the book amount of all segregated intangible assets, including
such items as good will, trademarks, trademark rights, trade
names, trade name rights, copyrights, patents, patent rights and
licenses and unamortized debt discount and expense less
unamortized debt premium;
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all depreciation, valuation and other reserves;
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current liabilities;
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any minority interest in the shares of stock (other than
preferred stock) and surplus of our restricted subsidiaries;
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investments by us or any of our restricted subsidiaries in any
of our subsidiaries that is not a restricted subsidiary;
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our and our restricted subsidiaries’ total indebtedness
incurred in any manner to finance or recover the cost to us or
any restricted subsidiary of any physical property, real or
personal, which prior to or simultaneously with the creation of
such indebtedness shall have been leased by us or a restricted
subsidiary to the United States or a department or agency
thereof at an aggregate rental, payable during that portion of
the initial term of such lease (without giving effect to any
options of renewal or extension) which shall be unexpired at the
date of the creation of such indebtedness, sufficient (taken
together with any amounts required to be paid by the lessee to
the lessor upon any termination of such lease) to pay in full at
the stated maturity date or dates thereof the principal of and
the interest on such indebtedness;
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deferred income and deferred liabilities; and
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other items deductible under generally accepted accounting
principles.
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When we use the term “preferred stock,” we mean any
capital stock entitled by its terms to a preference as to
dividends or upon a distribution of assets.
When we use the term “restricted subsidiary,” we mean
Hartford Fire and any subsidiary which is incorporated under the
laws of any state of the United States or of the District of
Columbia, and which is a regulated insurance company principally
engaged in one or more of the property, casualty and life
insurance businesses, provided, however, no subsidiary is a
restricted subsidiary:
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if the total assets of that subsidiary are less than 10% of our
total assets and the total assets of our consolidated
subsidiaries, including that subsidiary, in each case as set
forth on the most recent fiscal year-end balance sheets of the
subsidiary and us and our consolidated subsidiaries,
respectively, and computed in accordance with generally accepted
accounting principles, or
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if in the judgment of our board of directors, as evidenced by a
board resolution, the subsidiary is not material to the
financial condition of us and our subsidiaries taken as a whole.
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As of the date of this prospectus, the following subsidiaries
meet the definition of restricted subsidiaries: Hartford Fire,
Hartford Life Insurance Company and Hartford Life and Annuity
Insurance Company.
Modification
and Waiver
Modification
We and the trustees may, without the consent of the holders of
debt securities, amend, waive or supplement each indenture for
specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies. However, no action may
adversely affect in any material respect the interests of
holders of any series of debt securities. We may also amend each
indenture to maintain the qualification of each indenture under
the Trust Indenture Act.
We and the trustee may modify and amend each indenture with the
consent of the holders of not less than a majority in principal
amount of the series of outstanding debt securities affected.
However, no modification or amendment may, without the consent
of the holder of each outstanding debt security affected:
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change the stated maturity of the principal of, or any
installment of interest payable on, any outstanding debt
security,
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reduce the principal amount of, or the rate of interest on or
any premium payable upon the redemption of, any outstanding debt
security,
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reduce the amount of principal of an original issue discount
security that would be due and payable upon a redemption or
would be provable in bankruptcy, or adversely affect any right
of repayment of the holder of, any outstanding debt security,
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change the place of payment, or the coin or currency in which
any outstanding debt security or the interest on any outstanding
debt security is payable,
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impair your right to institute suit for the enforcement of any
payment on any outstanding debt security after the stated
maturity or redemption date,
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reduce the percentage of principal amount of outstanding debt
securities, the holders of which are necessary to modify or
amend the applicable indenture, to waive compliance with certain
provisions of the applicable indenture or certain defaults and
consequences of such defaults or to reduce the quorum or voting
requirements set forth in the applicable indenture,
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modify any of the above provisions or any of the provisions
relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect
such action or to provide that certain other provisions may not
be modified or waived without the consent of all of the holders
of the debt securities affected, or
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modify the provisions with respect to the subordination of
outstanding subordinated debt securities in a manner materially
adverse to the holders of such outstanding subordinated debt
securities.
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In addition, we and the trustees may execute, without your
consent, any supplemental indenture for the purpose of creating
any new series of debt securities.
Waiver
The holders of a majority in aggregate principal amount of the
outstanding debt securities of a series may, on behalf of the
holders of all debt securities of that series, waive compliance
by us with certain restrictive covenants of the indenture which
relate to that series.
The holders of not less than a majority in aggregate principal
amount of the outstanding debt securities of a series may, on
behalf of the holders of that series, generally waive any past
default under the indenture relating to that series of debt
securities and the consequences of such default. However, no
such waiver may occur for a default in the payment of the
principal of, or premium, if any, or any interest on, any debt
security of that series or relating to a covenant or provision
which under the indenture relating to that series of debt
security cannot be modified or amended without the consent of
the holder of each outstanding debt security of that series
affected.
Events of
Default
Under the terms of each indenture, each of the following
constitutes an event of default for a series of debt securities:
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default for 30 days in the payment of any interest on the
debt securities when due,
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default in the payment of principal, or premium, if any, on the
debt securities when due,
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default in the performance, or breach, of any covenant or
warranty in the indenture for 90 days after written notice,
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certain events of bankruptcy, insolvency or
reorganization, or
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any other event of default described in the applicable board
resolution or supplemental indenture under which the series of
debt securities is issued.
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We are required to furnish the trustee annually with a statement
as to the fulfillment of our obligations under the indenture.
Each indenture provides that the trustee may withhold notice to
you of any
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default, except in respect of the payment of principal, or
premium, if any, or interest on the debt securities, if it
considers it in the interests of the holders of the debt
securities to do so.
Effect
of an Event of Default
If an event of default exists and is continuing (other than an
event of default in the case of certain events of bankruptcy),
the trustee or the holders of not less than 25% in aggregate
principal amount of a series of outstanding debt securities may
declare the principal amount (or, if the debt securities are
original issue discount securities, the portion of the principal
amount as may be specified in the terms of that series) of the
debt securities of that series to be due and payable
immediately, by a notice in writing to us, and to the trustee if
given by holders. Upon that declaration the principal (or
specified) amount will become immediately due and payable.
If an event of default in the case of certain events of
bankruptcy exists, the principal amount of all debt securities
outstanding under the indentures shall automatically, and
without any declaration or other action on the part of the
trustee or any holder of such outstanding debt, become
immediately due and payable.
Subject to the provisions of the indentures relating to the
duties of the trustee, the trustee will be under no obligation
to exercise any of its rights or powers under the indentures
(other than the payment of any amounts on the debt securities
furnished to it pursuant to the indenture) at your (or any other
person’s) request, order or direction, unless you have (or
such other person has) offered to the trustee reasonable
security or indemnity. Subject to the provisions for the
security or indemnification of the trustee, the holders of a
majority in aggregate principal amount of a series of
outstanding debt securities have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power
conferred on the trustee in connection with the debt securities
of that series.
Waiver
of Event of Default
At any time after a declaration of acceleration has been made,
but before a judgment or decree for payment of the money due has
been obtained, the holders of not less than a majority in
aggregate principal amount of a series of outstanding debt
securities may, subject to conditions specified in the
indenture, rescind and annul that declaration and its
consequences if:
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the event of default is other than our non-payment of the
principal (or specified amount of principal) of the debt
securities which has become due solely by such acceleration and
all other events of default have been cured or waived, and
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we have paid or deposited with the relevant trustee a sum
sufficient to pay:
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all overdue installments of interest (including interest on
overdue installments of interest) and principal, and premium, if
any, due other than by acceleration, and
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certain amounts owing to the trustee, its agents and counsel.
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Legal
Proceedings and Enforcement of Right to Payment
You will not have any right to institute any proceeding in
connection with the indentures or for any remedy under the
indentures, unless you have previously given to the trustee
written notice of a continuing event of default with respect to
debt securities of that series. In addition, the holders of at
least 25% in aggregate principal amount of a series of the
outstanding debt securities must have made written request, and
offered reasonable security or indemnity, to the trustee to
institute that proceeding as trustee, and, within 60 days
following the receipt of that notice, the trustee must not have
received from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series a
direction inconsistent with that request, and must have failed
to institute the proceeding. However, you will have an absolute
and unconditional right to receive payment of the principal of,
premium, if any, and interest on that debt security on or after
the due dates expressed in the debt security (or, in the case of
redemption, on or after the redemption date) and to institute a
suit for the enforcement of that payment.
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Satisfaction
and Discharge
Each indenture provides that when, among other things, all debt
securities not previously delivered to the trustee for
cancellation:
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have become due and payable, or
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will become due and payable at their stated maturity within one
year, or
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are to be called for redemption within one year under
arrangements satisfactory to the trustee for the giving of
notice of redemption by the trustee in our name and at our
expense,
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and we deposit or cause to be deposited with the trustee, in
trust, (a) money; (b) government obligations which
through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money; or
(c) a combination thereof, in each case in an amount
sufficient to pay and discharge the entire indebtedness on the
debt securities not previously delivered to the trustee for
cancellation, for the principal, premium, if any, and interest
on the date of the deposit or to the stated maturity or
redemption date, as the case may be, then the indenture will
cease to be of further effect and we will be deemed to have
satisfied and discharged the indenture. However, we will
continue to be obligated to pay all other sums due under the
indenture and to provide the officers’ certificates and
opinions of counsel described in the indenture.
Defeasance
and Covenant Defeasance
Unless we state otherwise in the applicable prospectus
supplement, each indenture provides that we may discharge all of
our obligations, other than as to transfers and exchanges and
certain other specified obligations, under any series of the
debt securities at any time, and that we may also be released
from our obligations described above under “Limitation upon
Liens” and “Consolidation, Merger and Sale of
Assets” and from certain other obligations, including
obligations imposed by supplemental indentures with respect to
that series, if any, and elect not to comply with those sections
and obligations without creating an event of default. Discharge
under the first procedure is called “defeasance” and
under the second procedure is called “covenant
defeasance.”
Defeasance or covenant defeasance may be effected only if:
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we irrevocably deposit with the trustee money or United States
government obligations or a combination thereof, as trust funds
in an amount sufficient to pay on the respective stated
maturities, the principal of and any premium and interest on,
all outstanding debt securities of that series; provided that
the trustee shall have the right (but not the obligation) to
require us to deliver to the trustee an opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification, or other evidence satisfactory to the
trustee, as to the sufficiency of such deposits,
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we deliver to the trustee an opinion of counsel (in the case of
a defeasance, this opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal
income tax law since the date of execution of the applicable
indenture) to the effect that:
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the holders of the debt securities of that series will not
recognize gain or loss for United States federal income tax
purposes as a result of the deposit, defeasance and discharge or
as a result of the deposit and covenant defeasance, and
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the deposit, defeasance and discharge or the deposit and
covenant defeasance will be subject to United States federal
income tax on the same amount, in the same manner and at the
same time as would be the case if such deposit, defeasance and
discharge or deposit and covenant defeasance were not to occur,
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no event which is, or after notice or lapse of time or both
would become, an event of default under the indenture has
occurred and is continuing,
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such defeasance or covenant defeasance does not result in a
breach or violation of, or constitute a default under, any
indenture or other agreement or instrument for borrowed money to
which we are a party or by which we are bound,
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such defeasance or covenant defeasance does not result in the
trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of
1940, or the Investment Company Act, unless such trust shall be
registered under the Investment Company Act or shall be exempt
from registration thereunder,
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we deliver to the trustee an officers’ certificate and an
opinion of counsel, each stating that all conditions precedent
with respect to such defeasance or covenant defeasance have been
complied with, and
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other conditions specified in the indentures are met.
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The subordinated indenture will not be discharged as described
above if we have defaulted in the payment of principal of,
premium, if any, or interest on any senior debt, as defined
below under “Subordination under the Subordinated
Indenture,” and that default is continuing or another event
of default on the senior debt then exists and has resulted in
the senior debt becoming or being declared due and payable prior
to the date it otherwise would have become due and payable.
Conversion
or Exchange
We may issue debt securities that we may convert or exchange
into other securities, property or assets. If so, we will
describe the specific terms on which the debt securities may be
converted or exchanged in the applicable prospectus supplement.
The conversion or exchange may be mandatory, at your option, or
at our option. The applicable prospectus supplement will state
the manner in which the other securities, property or assets you
would receive would be issued or delivered.
Subordination
Under the Subordinated Indenture
In the subordinated indenture, we have agreed, and holders of
subordinated debt will be deemed to have agreed, that any
subordinated debt securities are subordinate and junior in right
of payment to all senior debt to the extent provided in the
subordinated indenture.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment
for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceeding
in connection with our insolvency or bankruptcy, the holders of
senior debt will first be entitled to receive payment in full of
principal of, premium, if any, and interest on the senior debt
before the holders of subordinated debt securities will be
entitled to receive or retain any payment of the principal of,
premium, if any, or interest on the subordinated debt securities.
If the maturity of any subordinated debt securities is
accelerated, the holders of all senior debt outstanding at the
time of the acceleration will first be entitled to receive
payment in full of all amounts due, including any amounts due
upon acceleration, before you will be entitled to receive any
payment of the principal of, premium, if any, or interest on the
subordinated debt securities.
We will not make any payments of principal of, premium, if any,
or interest on the subordinated debt securities or for the
acquisition of subordinated debt securities (other than any
sinking fund payment) if:
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a default in any payment on senior debt then exists,
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an event of default on any senior debt resulting in the
acceleration of its maturity then exists, or
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any judicial proceeding is pending in connection with such
default.
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When we use the term “debt” we mean, with respect to
any person, whether recourse is to all or a portion of the
assets of that person and whether or not contingent:
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every obligation of, or any obligation guaranteed by, that
person for money borrowed, whether or not evidenced by a written
instrument,
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every obligation of, or any obligation guaranteed by, that
person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with
the acquisition of property, assets or businesses but excluding
the obligation to pay the deferred purchase price of any such
property, assets or business if payable in full within
90 days from the date such debt was created,
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every capital lease obligation of that person,
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leases of property or assets made as part of any sale and
lease-back transaction to which that person is a party, and
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any amendments, renewals, extensions, modifications and
refundings of any such debt.
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The term “debt” does not include trade accounts
payable or accrued liabilities arising in the ordinary course of
business.
When we use the term “senior debt” we mean the
principal of, premium, if any, and interest on debt, whether
incurred on, prior to, or after the date of the subordinated
indenture, unless the instrument creating or evidencing that
debt or pursuant to which that debt is outstanding, or pursuant
to the terms established for any subordinated debt securities,
states that those obligations are not superior in right of
payment to the subordinated debt securities or to other debt
which ranks equally with, or junior to, the subordinated debt
securities. Interest on this senior debt includes interest
accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to the Company, whether or not the
claim for post-petition interest is allowed in that proceeding.
However, senior debt will not include:
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any debt of the Company which when incurred and without regard
to any election under Section 1111(b) of the Bankruptcy
Code, was without recourse to the Company,
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any debt of the Company to any of its subsidiaries,
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debt to any employee of the Company or any of its subsidiaries,
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any liability for taxes,
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indebtedness or other monetary obligations to trade creditors or
assumed by the Company or any of its subsidiaries in the
ordinary course of business in connection with the obtaining of
goods, materials or services,
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the Income Capital Obligation Notes due 2067 of the Company
issuable pursuant to the Junior Subordinated Indenture, dated as
of February 12, 2007, between the Company and Wilmington
Trust Company (as successor trustee to LaSalle Bank
National Association), as trustee,
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the 8.125%
Fixed-to-Floating
Rate Junior Subordinated Debentures due 2068 of the Company
issued pursuant to the Junior Subordinated Indenture, which we
refer to herein as the “junior subordinated
indenture,” dated as of June 6, 2008, between the
Company and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company,
N.A.), as trustee, as such junior subordinated indenture was
supplemented by the First Supplemental Indenture, dated as of
June 6, 2008, between the same parties,
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the 10%
Fixed-to-Floating
Rate Junior Subordinated Debentures due 2068 of the Company
issued pursuant to the junior subordinated indenture, as
supplemented by the Second Supplemental Indenture, dated as of
October 17, 2008, between the Company and the
trustee, and
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the subordinated debt securities.
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14
The subordinated indenture does not limit the amount of
additional senior debt that we may incur. We expect from time to
time to incur additional senior debt.
The subordinated indenture provides that we may change the
subordination provisions relating to any particular issue of
subordinated debt securities prior to issuance. We will describe
any change in the prospectus supplement relating to the
subordinated debt securities.
Governing
Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York.
Information
Concerning the Trustees
The trustee under each indenture will have all the duties and
responsibilities of an indenture trustee specified in the
Trust Indenture Act. Subject to those provisions, each of
the trustees will not be required to exercise any of its powers
under the applicable indenture at your request, unless you offer
reasonable indemnity against the costs, expenses and liabilities
which the trustee might incur. Neither trustee is required to
expend or risk its own funds or otherwise incur financial
liability in performing its duties or exercising its rights and
powers if it reasonably believes that it is not reasonably
assured of repayment or adequate indemnity. Each of the trustees
acts, or we expect will act, as depositary for funds of, and
performs, or we expect will perform, other services for us and
our subsidiaries in the normal course of business.
DESCRIPTION
OF JUNIOR SUBORDINATED DEBT SECURITIES
We will issue the junior subordinated debt securities in one or
more series under the junior subordinated indenture, dated as of
June 6, 2008, between us and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), as trustee.
The following description of the terms of the junior
subordinated debt securities is a summary. It summarizes only
those terms of the junior subordinated debt securities which we
believe will be most important to your decision to invest in our
junior subordinated debt securities. You should keep in mind,
however, that it is the junior subordinated indenture, and not
this summary, which defines your rights as a holder of our
junior subordinated debt securities. There may be other
provisions in the junior subordinated indenture which are also
important to you. You should read the junior subordinated
indenture for a full description of the terms of the junior
subordinated debt securities. The junior subordinated indenture
is incorporated by reference as an exhibit to the registration
statement that includes this prospectus. See “Where You Can
Find More Information” for information on how to obtain a
copy of the junior subordinated indenture.
Ranking
of the Junior Subordinated Debt Securities
Each series of junior subordinated debt securities will rank
equally with all other series of junior subordinated debt
securities, and will be unsecured and subordinate and junior to
all of our senior indebtedness as set forth in the applicable
prospectus supplement.
As a non-operating holding company, we have no significant
business operations of our own. Therefore, we rely on dividends
from our insurance company and other subsidiaries as the
principal source of cash flow to meet our obligations for
payment of principal and interest on our outstanding debt
obligations and corporate expenses. Accordingly, the junior
subordinated debt securities will be effectively subordinated to
all existing and future liabilities of our subsidiaries, and you
should rely only on our assets for payments on the junior
subordinated debt securities. The payment of dividends by our
insurance subsidiaries is limited under the insurance holding
company laws in the jurisdictions where those subsidiaries are
domiciled. See “The Hartford Financial Services Group,
Inc.”
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Unless we state otherwise in the applicable prospectus
supplement, the junior subordinated indenture does not limit us
from incurring or issuing other secured or unsecured debt under
the junior subordinated indenture or any other indenture that we
may have entered into or enter into in the future. See
“—Subordination” and the prospectus supplement
relating to any offering of junior subordinated debt securities.
Terms of
the Junior Subordinated Debt Securities
We may issue the junior subordinated debt securities in one or
more series through an indenture that supplements the junior
subordinated indenture or through a resolution of our board of
directors or an authorized committee of our board of directors.
You should refer to the applicable prospectus supplement for the
specific terms of the junior subordinated debt securities. These
terms may include the following:
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title of the junior subordinated debt securities and any limit
upon the aggregate principal amount, provided that such limit
may be increased through a resolution of our board of directors
or an authorized committee thereof,
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maturity date(s) or the method of determining the maturity
date(s),
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interest rate(s), including for additional interest, if any, or
the method of determining the interest rate(s),
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dates on which interest will be payable or the method of
determining these dates,
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circumstances in which interest may be deferred, if any,
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the regular record date or the method of determining this date,
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dates from which interest will accrue and the method of
determining those dates,
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place or places where we may pay principal, premium, if any, and
interest, and where you may present the junior subordinated debt
securities for registration of transfer or exchange,
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place or places where notices and demands relating to the junior
subordinated debt securities may be made,
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redemption or early payment provisions,
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sinking fund or similar provisions,
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authorized denominations if other than denominations of $5,000
and integral multiples of $1,000 thereafter,
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currency, currencies, or currency units, if other than in
U.S. dollars, in which the principal of, premium, if any,
and interest on the junior subordinated debt securities is
payable, or in which the junior subordinated debt securities are
denominated,
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conversion or exchange provisions, if any,
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any additions, modifications or deletions, in the events of
default or covenants of the Company specified in the junior
subordinated indenture relating to the junior subordinated debt
securities,
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if other than the principal amount of the junior subordinated
debt securities, the portion of the principal amount of the
junior subordinated debt securities that is payable upon
declaration of acceleration of maturity, or method of
determining such portion,
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any additions or changes to the indenture relating to a series
of junior subordinated debt securities necessary to permit or
facilitate issuing the series in bearer form, registrable or not
registrable as to principal, and with or without interest
coupons,
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any index or indices used to determine the amount of payments of
principal of, premium, if any, or interest, on the junior
subordinated debt securities or the method of determining these
amounts,
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whether a temporary global junior subordinated debt security
will be issued and the terms upon which such temporary global
junior subordinated debt security may be exchanged for
definitive junior subordinated debt securities,
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whether the junior subordinated debt securities will be issued
in whole or in part in the form of one or more global junior
subordinated debt securities,
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identity of the depositary for global junior subordinated debt
securities,
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the terms and conditions upon which such global junior
subordinated debt securities may be exchanged for certificated
debt securities if other than by registration of transfer or
exchange,
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appointment of any paying agent(s),
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the terms and conditions of any obligation or right we would
have or any option you would have to convert or exchange the
junior subordinated debt securities into other securities or
cash or property of the Company or any other person and any
changes to the junior subordinated indenture to permit or
facilitate such conversion or exchange,
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the relative degree, if any, of seniority or subordination to
other securities in right of payment,
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whether and under what circumstances provisions relating to the
subordination of the junior subordinated debt securities will
apply or cease to apply,
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provisions granting special rights to holders of junior
subordinated debt securities upon the occurrence of specific
events,
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if applicable, that the junior subordinated debt securities, in
whole or any specified part, shall not be defeasible pursuant to
the terms of the junior subordinated indenture, and, if other
than by resolution of the board of directors or an authorized
committee thereof, the manner in which any election by the
Company to defease such junior subordinated debt securities will
be evidenced,
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any special tax considerations of the junior subordinated debt
securities,
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any change in the right of the indenture trustee or the
requisite holders of the junior subordinated debt securities to
declare the principal amount due and payable pursuant to the
junior subordinated indenture,
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provisions of the junior subordinated indenture, if any, that
shall not apply to a series of junior subordinated debt
securities, and
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additional terms not inconsistent with the provisions of the
junior subordinated indenture.
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Junior subordinated debt securities may also be issued under the
junior subordinated indenture upon the exercise of warrants or
delivery upon settlement of stock purchase contracts. See
“Description of Warrants” and “Description of
Stock Purchase Contracts.”
We may, in certain circumstances, without notice to or consent
of the holders of the junior subordinated debt securities, issue
additional junior subordinated debt securities having the same
terms and conditions as the junior subordinated debt securities
previously issued (except as otherwise provided in the junior
subordinated indenture or any supplemental indenture thereto, or
resolutions of the board of directors or authorized committees
thereof) under this prospectus and any applicable prospectus
supplement, so that such additional junior subordinated debt
securities and the junior subordinated debt securities
previously offered under this prospectus and any applicable
prospectus supplement form a single series, and references in
this prospectus and any applicable prospectus supplement to the
junior subordinated debt securities shall include, unless the
context otherwise requires, any further junior subordinated debt
securities issued as described in this paragraph.
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Special
Payment Terms of the Junior Subordinated Debt
Securities
We may issue one or more series of junior subordinated debt
securities at a substantial discount below their stated
principal amount. These junior subordinated debt securities may
bear no interest or interest at a rate which at the time of
issuance is below market rates. When appropriate, we will
describe certain of the United States federal income tax
considerations relating to any series of junior subordinated
debt securities in the applicable prospectus supplement.
The purchase price of any of the junior subordinated debt
securities may be payable in one or more foreign currencies or
currency units. The junior subordinated debt securities may be
denominated in one or more foreign currencies or currency units,
or the principal of, premium, if any, or interest on any junior
subordinated debt securities may be payable in one or more
foreign currencies or currency units. We will describe the
restrictions, elections, United States federal income tax
considerations, specific terms and other information relating to
the junior subordinated debt securities and any foreign
currencies or foreign currency units in the applicable
prospectus supplement.
If we use any index to determine the amount of payments of
principal of, premium, if any, or interest on any series of
junior subordinated debt securities, we will also describe the
United States federal income tax consequences and any special
considerations relating to the junior subordinated debt
securities in the applicable prospectus supplement.
Denominations,
Registration and Transfer
Unless we state otherwise in the applicable prospectus
supplement, we will issue the junior subordinated debt
securities only in fully registered form without coupons and in
denominations of $5,000 and any integral multiple of $1,000.
Except as we may describe in the applicable prospectus
supplement, junior subordinated debt securities of any series
will be exchangeable at the option of the holder for other
junior subordinated debt securities of the same issue and
series, in any authorized denominations, of a like tenor and
aggregate principal amount, of the same original issue date and
stated maturity, bearing the same interest rate and having the
same terms.
You may, subject to the limitations described below, present
junior subordinated debt securities for exchange as described
above, or for registration of transfer, at the office of the
security registrar or at the office of any transfer agent we
designate for that purpose. You will not incur a service charge
in connection with the registration of transfer or exchange of
junior subordinated debt securities, but you may be obligated to
pay any taxes, assessments or other governmental charges as
described in the junior subordinated indenture. We will appoint
the indenture trustee as security registrar under the junior
subordinated indenture. We may at any time rescind the
designation of any transfer agent that we initially designate or
approve a change in the location through which the transfer
agent acts. We must maintain a transfer agent in each place of
payment. We will specify the transfer agent in the applicable
prospectus supplement. We may at any time designate additional
transfer agents.
If we redeem any junior subordinated debt securities, neither we
nor the indenture trustee will be required to:
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issue, register the transfer of, or exchange junior subordinated
debt securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice
of redemption of such junior subordinated debt securities and
ending at the close of business on the day of such mailing of
notice of redemption, or
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register, transfer or exchange any junior subordinated debt
securities selected for redemption in whole or in part, except
for any portion of such junior subordinated debt securities not
redeemed.
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Global
Junior Subordinated Debt Securities
We may issue all or any part of a series of junior subordinated
debt securities in the form of one or more global junior
subordinated debt securities. We will identify the depositary
holding the global junior
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subordinated debt securities in the applicable prospectus
supplement. Unless we otherwise state in the applicable
prospectus supplement, the depositary will be DTC. We will issue
global junior subordinated debt securities only in fully
registered form and in either temporary or definitive form.
Unless it is exchanged for individual junior subordinated debt
securities, a global junior subordinated debt security may not
be transferred except as a whole:
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by the depositary to its nominee,
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by a nominee of the depositary to the depositary or another
nominee, or
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by the depositary or any nominee to a successor of the
depositary, or a nominee of the successor.
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We will describe the specific terms of the depositary
arrangement in the applicable prospectus supplement. We expect
that the following provisions will generally apply to these
depositary arrangements.
Beneficial
Interests in a Global Junior Subordinated Debt
Security
If we issue a global junior subordinated debt security, the
depositary for the global junior subordinated debt security or
its nominee will credit on its book-entry registration and
transfer system the principal amounts of the individual junior
subordinated debt securities represented by the global junior
subordinated debt security to the accounts of persons that have
accounts with it. We refer to those persons as
“participants” in this prospectus. The accounts will
be designated by the dealers, underwriters or agents for the
junior subordinated debt securities, or by us if the junior
subordinated debt securities are offered and sold directly by
us. Ownership of beneficial interests in a global junior
subordinated debt security will be limited to participants or
persons that may hold interests through participants. Ownership
and transfers of beneficial interests in the global junior
subordinated debt security will be shown on, and effected only
through, records maintained by the applicable depositary or its
nominee, for interests of participants, and the records of
participants, for interests of persons who hold through
participants. The laws of some states require that you take
physical delivery of securities in definitive form. These limits
and laws may impair your ability to transfer beneficial
interests in a global junior subordinated debt security.
So long as the depositary or its nominee is the registered owner
of the global junior subordinated debt security, the depositary
or the nominee will be considered the sole owner or holder of
the junior subordinated debt securities represented by the
global junior subordinated debt security for all purposes under
the junior subordinated indenture. Except as provided below, you:
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will not be entitled to have any of the individual junior
subordinated debt securities represented by the global junior
subordinated debt security registered in your name,
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will not receive or be entitled to receive physical delivery of
any junior subordinated debt securities in definitive
form, and
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will not be considered the owner or holder of the junior
subordinated debt securities under the junior subordinated
indenture.
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Payments
of Principal, Premium and Interest
We will make principal, premium, if any, and interest payments
on global junior subordinated debt securities to the depositary
that is the registered holder of the global junior subordinated
debt security or its nominee. The depositary for the global
junior subordinated debt securities will be solely responsible
and liable for all payments made on account of your beneficial
ownership interests in the global junior subordinated debt
security and for maintaining, supervising and reviewing any
records relating to your beneficial ownership interests.
We expect that the depositary or its nominee, upon receipt of
any principal, premium, if any, or interest payment, immediately
will credit participants’ accounts with amounts in
proportion to their respective beneficial interests in the
principal amount of the global junior subordinated debt security
as shown on the records of the depositary or its nominee. We
also expect that payments by participants to you, as an owner of
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a beneficial interest in the global junior subordinated debt
security held through those participants, will be governed by
standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in
bearer form or registered in “street name.” These
payments will be the responsibility of those participants.
Issuance
of Individual Junior Subordinated Debt Securities
Unless we state otherwise in the applicable prospectus
supplement, if a depositary for a series of junior subordinated
debt securities is at any time unwilling, unable or ineligible
to continue as depositary, we will appoint a successor
depositary or we will issue individual junior subordinated debt
securities in exchange for the global junior subordinated debt
security. In addition, we may at any time and in our sole
discretion, subject to the procedures of the depositary and any
limitations described in the prospectus supplement relating to
the junior subordinated debt securities, determine not to have
any junior subordinated debt securities represented by one or
more global junior subordinated debt securities. If that occurs,
we will issue individual junior subordinated debt securities in
exchange for the global junior subordinated debt security.
Further, we may specify that you may, on terms acceptable to us,
the indenture trustee and the depositary, receive individual
junior subordinated debt securities in exchange for your
beneficial interest in a global junior subordinated debt
security, subject to any limitations described in the prospectus
supplement relating to the junior subordinated debt securities.
In that instance, you will be entitled to physical delivery of
individual junior subordinated debt securities equal in
principal amount to that beneficial interest and to have the
junior subordinated debt securities registered in your name.
Unless we otherwise specify, we will issue individual junior
subordinated debt securities in denominations of $5,000 and
integral multiples of $1,000.
Payment
and Paying Agents
Unless we state otherwise in the applicable prospectus
supplement, we will pay principal of, premium, if any, and
interest on your junior subordinated debt securities at the
office of the indenture trustee in The City of New York or at
the office of any paying agent that we may designate.
Unless we state otherwise in the applicable prospectus
supplement, we will pay any interest on junior subordinated debt
securities to the registered owner of the junior subordinated
debt security at the close of business on the regular record
date for the interest, except in the case of defaulted interest.
We may at any time designate additional paying agents or rescind
the designation of any paying agent. We must maintain a paying
agent in each place of payment for the junior subordinated debt
securities.
Any moneys or U.S. government obligation (including the
proceeds thereof and interest thereon) deposited with the
indenture trustee or any paying agent, or then held by us in
trust, for the payment of the principal of, premium, if any, and
interest on any junior subordinated debt security that remain
unclaimed for two years after the principal, premium or interest
has become due and payable will, at our request, be repaid to
us. After repayment to us, you are entitled to seek payment only
from us as a general unsecured creditor.
Redemption
Unless we state otherwise in the applicable prospectus
supplement, junior subordinated debt securities will not be
subject to any sinking fund.
Unless we state otherwise in the applicable prospectus
supplement, we may, at our option, redeem any series of junior
subordinated debt securities after its issuance date in whole or
in part at any time and from time to time. Unless otherwise
specified in the applicable prospectus supplement, we may redeem
junior subordinated debt securities in denominations larger than
$5,000 and in integral multiples of $1,000 thereafter.
Redemption Price
Except as we may otherwise specify in the applicable prospectus
supplement, the redemption price for any junior subordinated
debt security which we redeem will equal 100% of the principal
amount then outstanding plus any accrued and unpaid interest up
to, but excluding, the redemption date.
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Notice
of Redemption
Except as we may otherwise specify in the applicable prospectus
supplement, we will mail notice of any redemption of junior
subordinated debt securities at least 30 days but not more
than 60 days before the redemption date to the registered
holders of the junior subordinated debt securities at their
addresses as shown on the security register. Unless we default
in payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the junior subordinated
debt securities or the portions called for redemption.
Option to
Defer Payment of Interest
If provided in the applicable prospectus supplement, we will
have the right during the term of any series of junior
subordinated debt securities to defer the payment of interest
for a specified number of interest payment periods, subject to
the terms, conditions and covenants specified in the prospectus
supplement. At the end of such period, we will pay all accrued
and unpaid interest, as well as additional interest, if any, as
specified in the applicable prospectus supplement. However, we
may not defer these interest payments beyond the final maturity
of the junior subordinated debt securities. When appropriate, we
will describe certain of the United States federal income tax
considerations relating to any series of junior subordinated
debt securities in the applicable prospectus supplement.
If we exercise this right, during the deferral period we and our
subsidiaries may not, except as otherwise stated in the
applicable prospectus supplement:
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declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment on, any of our
capital stock, or
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make any payment of principal, premium, if any, or interest on
or repay, repurchase or redeem any debt securities that rank
equally with or junior in interest to the junior subordinated
debt securities or make any related guarantee payments,
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other than:
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dividends or distributions in our common stock,
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redemptions or purchases of any rights pursuant to any
shareholders’ rights plan, and the declaration of a
dividend of, or issuance of stock pursuant to, these rights in
the future,
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repurchases, redemptions or other acquisitions of shares of
capital stock in connection with any employment contract,
benefit plan or similar arrangement, and
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payments under any guarantee.
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Modification
and Waiver
Modification
We and the indenture trustee may, without the consent of the
holders of junior subordinated debt securities, amend, waive or
supplement the junior subordinated indenture for specified
purposes, including, among other things, curing ambiguities,
defects or inconsistencies. However, no action may adversely
affect in any material respect the interests of holders of any
series of junior subordinated debt securities. We may also amend
the junior subordinated indenture to maintain the qualification
of the junior subordinated indenture under the
Trust Indenture Act.
We and the indenture trustee may modify and amend the junior
subordinated indenture, with the consent of the holders of not
less than a majority in principal amount of the series of
outstanding junior
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subordinated debt securities affected. However, no modification
or amendment may, without the consent of the holder of each
outstanding junior subordinated debt security affected:
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change the stated maturity of the principal of, or any
installment of interest, including additional interest, if any,
payable on, any outstanding junior subordinated debt security,
except as permitted under the junior subordinated indenture or
as provided in the applicable prospectus supplement,
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reduce the principal amount of, or the rate of interest on or
any premium payable upon the redemption of, any outstanding
junior subordinated debt security, except as permitted under the
junior subordinated indenture or as provided in the applicable
prospectus supplement,
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reduce the amount of principal of an original issue discount
security that would be due and payable upon a redemption or
would be provable in bankruptcy, or adversely affect any right
of repayment of the holder of, any outstanding junior
subordinated debt security,
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change the place of payment, or the coin or currency in which
any outstanding junior subordinated debt security or the
interest on any outstanding junior subordinated debt security is
payable,
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impair your right to institute suit for the enforcement of any
payment on any outstanding junior subordinated debt security
after the stated maturity or redemption date,
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reduce the percentage of principal amount of outstanding junior
subordinated debt securities, the holders of which are necessary
to modify or amend the junior subordinated indenture, to waive
compliance with certain provisions of the junior subordinated
indenture or certain defaults and consequences of such defaults,
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modify any of the above provisions or any of the provisions
relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect
such action or to provide that certain other provisions may not
be modified or waived without the consent of all of the holders
of the junior subordinated debt securities affected, or
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modify the provisions with respect to the subordination of
outstanding junior subordinated debt securities in a manner
materially adverse to the holders of such outstanding junior
subordinated debt securities.
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In addition, we and the indenture trustee may execute, without
your consent, any supplemental indenture for the purpose of
creating any new series of junior subordinated debt securities.
Waiver
The holders of a majority in aggregate principal amount of the
outstanding junior subordinated debt securities of a series may,
on behalf of the holders of all junior subordinated debt
securities of that series, waive compliance by us with certain
restrictive covenants of the junior subordinated indenture which
relate to that series.
The holders of not less than a majority in aggregate principal
amount of the outstanding junior subordinated debt securities of
a series may, on behalf of the holders of that series, generally
waive any past default under the junior subordinated indenture
relating to that series of junior subordinated debt securities
and the consequences of such default. However, no such waiver
may occur for a default in the payment of the principal of, or
premium, if any, or any interest, including additional interest,
if any, on any junior subordinated debt security of that series
or relating to a covenant or provision which under the junior
subordinated indenture relating to that series of junior
subordinated debt security cannot be modified or amended without
the consent of the holder of each outstanding junior
subordinated debt security of that series affected.
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Events of
Default
Under the terms of the junior subordinated indenture, each of
the following constitutes an event of default for a series of
junior subordinated debt securities:
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default for 30 days in the payment of any interest,
including additional interest, if any, on the junior
subordinated debt securities when due, subject to the deferral
of any due date in the case of a deferral period,
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default in the payment of principal, or premium, if any, on the
junior subordinated debt securities when due, subject to an
extension of the maturity date in accordance with the terms of
the junior subordinated debt securities or supplemental
indenture,
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certain events of bankruptcy, insolvency or
reorganization, or
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any other event of default described in the applicable board
resolution or supplemental indenture under which the series of
debt securities is issued.
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We are required to furnish the trustee annually with a statement
as to the fulfillment of our obligations under the indenture.
Each indenture provides that the trustee may withhold notice to
you of any default, except in respect of the payment of
principal, or premium, if any, or interest on the junior
subordinated debt securities, if it considers it in the
interests of the holders of the junior subordinated debt
securities to do so.
Effect
of an Event of Default
If an event of default exists and is continuing (other than an
event of default in the case of certain events of bankruptcy),
the trustee or the holders of not less than 25% in aggregate
principal amount of a series of outstanding junior subordinated
debt securities may declare the principal amount of (or, if the
junior subordinated debt securities are original issue discount
securities, the portion of the principal amount as may be
specified in the terms of that series) and accrued but unpaid
interest on the junior subordinated debt securities of that
series to be due and payable immediately, by a notice in writing
to us, and to the trustee if given by holders. Upon that
declaration the principal (or specified) amount and accrued but
unpaid interest will become immediately due and payable.
If an event of default in the case of certain events of
bankruptcy exists, the principal (or specified) amount of and
accrued but unpaid interest on all junior subordinated debt
securities outstanding under the junior subordinated indenture
shall automatically, and without any declaration or other action
on the part of the trustee or any holder of such outstanding
debt, become immediately due and payable.
Subject to the provisions of the junior subordinated indenture
relating to the duties of the indenture trustee, the indenture
trustee will be under no obligation to exercise any of its
rights or powers under the junior subordinated indenture (other
than the payment of any amounts on the junior subordinated debt
securities furnished to it pursuant to the junior subordinated
indenture) at your (or any other person’s) request, order
or direction, unless you have (or such other person has) offered
to the indenture trustee reasonable security or indemnity.
Subject to the provisions for the security or indemnification of
the indenture trustee, the holders of a majority in aggregate
principal amount of a series of outstanding junior subordinated
debt securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the indenture trustee, or exercising any trust or power
conferred on the indenture trustee in connection with the junior
subordinated debt securities of that series.
Waiver
of Event of Default
At any time after a declaration of acceleration has been made,
but before a judgment or decree for payment of the money due has
been obtained, the holders of not less than a majority in
aggregate principal
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amount of a series of outstanding junior subordinated debt
securities may, subject to conditions specified in the junior
subordinated indenture, rescind and annul that declaration and
its consequences if:
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the event of default is other than our non-payment of the
principal (or specified amount of principal) of the junior
subordinated debt securities which has become due solely by such
acceleration and all other events of default have been cured or
waived, and
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we have paid or deposited with the indenture trustee a sum
sufficient to pay:
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all overdue installments of interest (including additional
interest, if any, and interest on overdue installments of
interest) and principal, and premium, if any, due other than by
acceleration, and
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certain amounts owing to the indenture trustee, its agents and
counsel.
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Proceedings and Enforcement of Right to Payment
You will not have any right to institute any proceeding in
connection with the junior subordinated indenture or for any
remedy under the junior subordinated indenture, unless you have
previously given to the indenture trustee written notice of a
continuing event of default with respect to junior subordinated
debt securities of that series. In addition, the holders of at
least 25% in aggregate principal amount of a series of the
outstanding junior subordinated debt securities must have made
written request, and offered reasonable security or indemnity,
to the indenture trustee to institute that proceeding as
indenture trustee, and, within 60 days following the
receipt of that notice, the indenture trustee must not have
received from the holders of a majority in aggregate principal
amount of the outstanding junior subordinated debt securities of
that series a direction inconsistent with that request, and must
have failed to institute the proceeding. However, you will have
an absolute and unconditional right to receive payment of the
principal of, premium, if any, and interest, including
additional interest, if any, on that junior subordinated debt
security on or after the due dates expressed in the junior
subordinated debt security (or, in the case of redemption, on or
after the redemption date) and to institute a suit for the
enforcement of that payment.
Consolidation,
Merger and Sale of Assets
We will not consolidate with or merge into any other person or
convey, transfer or lease our assets substantially as an
entirety to any person, and no person may consolidate with or
merge into us, unless we will be the surviving company in any
merger or consolidation, or:
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if we consolidate with or merge into another person or convey or
transfer our assets substantially as an entirety to any person,
the successor person is a corporation, partnership, trust or
limited liability company, organized and validly existing under
the laws of the United States or any state thereof or the
District of Columbia, and the successor entity expressly assumes
our obligations relating to the junior subordinated debt
securities, and
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immediately after giving effect to the consolidation, merger,
conveyance or transfer, there exists no event of default, and no
event which, after notice or lapse of time or both, would become
an event of default, and
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other conditions described in the junior subordinated indenture
are met.
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This covenant does not apply to the direct or indirect
conveyance, transfer or lease of all or any portion of the
stock, assets or liabilities of any of our wholly owned
subsidiaries to us or to our other wholly owned subsidiaries. In
addition, this covenant does not apply to any recapitalization
transaction, a change of control of the Company or a highly
leveraged transaction unless such transaction or change of
control is structured to include a merger or consolidation by us
or the conveyance, transfer or lease of our assets substantially
as an entirety.
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Satisfaction
and Discharge
The junior subordinated indenture provides that when, among
other things, all junior subordinated debt securities not
previously delivered to the indenture trustee for cancellation:
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have become due and payable, or
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will become due and payable at their stated maturity within one
year, or
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are to be called for redemption within one year under
arrangements satisfactory to the indenture trustee for the
giving of notice of redemption by the indenture trustee in our
name and at our expense,
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and we deposit or cause to be deposited with the indenture
trustee, in trust, (a) money; (b) government
obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any
payment, money; or (c) a combination thereof, in each case
in an amount sufficient to pay and discharge the entire
indebtedness on the junior subordinated debt securities not
previously delivered to the indenture trustee for cancellation,
for the principal, premium, if any, and interest on the date of
the deposit or to the stated maturity or redemption date, as the
case may be, then the junior subordinated indenture will cease
to be of further effect and we will be deemed to have satisfied
and discharged the indenture. However, we will continue to be
obligated to pay all other sums due under the junior
subordinated indenture and to provide the officers’
certificates and opinions of counsel described in the junior
subordinated indenture.
Defeasance
and Covenant Defeasance
Unless we state otherwise in the applicable prospectus
supplement, the junior subordinated indenture provides that we
may discharge all of our obligations, other than as to transfers
and exchanges and certain other specified obligations, under any
series of the junior subordinated debt securities at any time,
and that we may also be released from our obligations described
above under “Consolidation, Merger and Sale of Assets”
and from certain other obligations, including obligations
imposed by supplemental indentures with respect to that series,
if any, and elect not to comply with those sections and
obligations without creating an event of default. Discharge
under the first procedure is called “defeasance” and
under the second procedure is called “covenant
defeasance.”
Defeasance or covenant defeasance may be effected only if:
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we irrevocably deposit with the trustee money or United States
government obligations or a combination thereof, as trust funds
in an amount sufficient to pay on the respective stated
maturities, the principal of and any premium and interest on,
all outstanding debt securities of that series ; provided that
the trustee shall have the right (but not the obligation) to
require us to deliver to the trustee an opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification, or other evidence satisfactory to the
trustee, as to the sufficiency of such deposits,
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we deliver to the trustee an opinion of counsel (in the case of
a defeasance, this opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal
income tax law since the date of execution of the applicable
indenture) to the effect that:
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the holders of the junior subordinated debt securities of that
series will not recognize gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and
discharge or as a result of the deposit and covenant
defeasance, and
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the deposit, defeasance and discharge or the deposit and
covenant defeasance will be subject to United States federal
income tax on the same amount, in the same manner and at the
same time as would be the case if such deposit, defeasance and
discharge or deposit and covenant defeasance were not to occur,
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no event which is, or after notice or lapse of time or both
would become, an event of default under the indenture has
occurred and is continuing,
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such defeasance or covenant defeasance does not result in a
breach or violation of, or constitute a default under, any
indenture or other agreement or instrument for borrowed money to
which we are a party or by which we are bound,
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such defeasance or covenant defeasance does not result in the
trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act unless
such trust shall be registered under the Investment Company Act
or shall be exempt from registration thereunder,
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we deliver to the trustee an officers’ certificate and an
opinion of counsel, each stating that all conditions precedent
with respect to such defeasance or covenant defeasance have been
complied with, and
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other conditions specified in the indentures are met.
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Conversion
or Exchange
We may issue junior subordinated debt securities that we may
convert or exchange into other securities, property or assets.
If so, we will describe the specific terms on which junior
subordinated debt securities may be converted or exchanged in
the applicable prospectus supplement. The conversion or exchange
may be mandatory, at your option or at our option. The
applicable prospectus supplement will state the manner in which
the securities, property or assets you would receive would be
issued or delivered.
Subordination
In the junior subordinated indenture, we have agreed, and
holders of junior subordinated debt will be deemed to have
agreed, that any junior subordinated debt securities are
subordinate and junior in right of payment to all senior debt to
the extent provided in the junior subordinated indenture.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment
for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceeding
in connection with our insolvency or bankruptcy, the holders of
senior debt will first be entitled to receive payment in full of
principal of, premium, if any, and interest on the senior debt
before the holders of junior subordinated debt securities will
be entitled to receive or retain any payment of the principal
of, premium, if any, or interest on the junior subordinated debt
securities.
If the maturity of any junior subordinated debt securities is
accelerated, the holders of all senior debt outstanding at the
time of the acceleration will first be entitled to receive
payment in full of all amounts due, including any amounts due
upon acceleration, before you will be entitled to receive any
payment of the principal of, premium, if any, or interest on the
junior subordinated debt securities.
We will not make any payments of principal of, premium, if any,
or interest on the junior subordinated debt securities or for
the acquisition of junior subordinated debt securities (other
than any sinking fund payment) if:
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a default in any payment on senior debt then exists,
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an event of default on any senior debt resulting in the
acceleration of its maturity then exists, or
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any judicial proceeding is pending in connection with such
default.
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When we use the term “debt” we mean, with respect to
the Company:
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all obligations of the Company for money borrowed,
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all obligations of the Company evidenced by bonds, debentures,
notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets
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or businesses, and including all other debt securities issued by
the Company to any trust or trustee of such trust, or to a
partnership or other affiliate that acts as a financing vehicle
for the Company, in connection with such issuance of securities,
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all capital lease obligations of the Company,
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all reimbursement obligations of the Company with respect to
letters of credit, bankers’ acceptances or similar
facilities issued for the account of the Company,
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all obligations of the Company issued or assumed as the deferred
purchase price of property or services, including all
obligations under master lease transactions pursuant to which
the Company or any subsidiary has agreed to be treated as owner
of the subject property for federal income tax purposes, but
excluding trade accounts payable or accrued liabilities arising
in the ordinary course of business,
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all payment obligations of the Company under interest rate swap
or similar agreements or foreign currency hedge, exchange or
similar agreements at the time of determination, including any
such obligations incurred solely to act as a hedge against
increases in interest rates that may occur under the terms of
other outstanding variable or floating rate indebtedness of the
Company,
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every obligation of the type referred to in the prior six
clauses of another person and all dividends of another person
the payment of which the Company has assumed or guaranteed or is
responsible or liable for, directly or indirectly, jointly or
severally, including as obligor, guarantor or otherwise,
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all compensation, reimbursement and indemnification obligations
of the Company to the indenture trustee pursuant to the junior
subordinated indenture, and
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any amendments, modifications, renewals, extensions,
refinancings, replacements and refundings of any such debt.
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When we use the term “senior debt” we mean the
principal of, premium, if any, and interest on debt, whether
outstanding on, or incurred or created after the date of the
junior subordinated indenture, unless the instrument creating or
evidencing that debt or pursuant to which that debt is
outstanding, or pursuant to the terms established for any series
of junior subordinated debt securities, states that those
obligations are not superior in right of payment to the junior
subordinated debt securities or to other obligations which rank
equally with, or junior to, the junior subordinated debt
securities.
As a non-operating holding company, we have no significant
business operations of our own. Therefore, we rely on dividends
from our insurance company and other subsidiaries as the
principal source of cash flow to meet our obligations for
payment of principal and interest on our outstanding debt
obligations and corporate expenses. Accordingly, the junior
subordinated debt securities will be effectively subordinated to
all existing and future liabilities of our subsidiaries, and you
should rely only on our assets for payments on the junior
subordinated debt securities. The payment of dividends by our
insurance subsidiaries is limited under the insurance holding
company laws in the jurisdictions where those subsidiaries are
domiciled. See “The Hartford Financial Services Group,
Inc.”
The junior subordinated indenture does not limit the amount of
additional senior or subordinated debt that we may incur. We
expect from time to time to incur additional senior or
subordinated debt.
The junior subordinated indenture provides that we may change
the subordination provisions relating to any particular issue of
junior subordinated debt securities prior to issuance. We will
describe any change in the prospectus supplement relating to the
junior subordinated debt securities.
Governing
Law
The junior subordinated indenture and the junior subordinated
debt securities will be governed by and construed in accordance
with the laws of the State of New York.
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Information
Concerning the Indenture Trustee
The indenture trustee will have all the duties and
responsibilities of an indenture trustee specified in the
Trust Indenture Act. Subject to those provisions, the
indenture trustee will not be required to exercise any of its
powers under the junior subordinated indenture at your request,
unless you offer reasonable indemnity against the costs,
expenses and liabilities which the trustee might incur. The
indenture trustee will not be required to expend or risk its own
funds or incur personal financial liability in performing its
duties if the indenture trustee reasonably believes that it is
not reasonably assured of repayment or adequate indemnity. The
indenture trustee acts as depositary for funds of, and performs
other services for us and our subsidiaries in the normal course
of business.
DESCRIPTION
OF CAPITAL STOCK OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
The following description of our capital stock is a summary. It
summarizes only those aspects of our capital stock which we
believe will be most important to your decision to invest in our
capital stock. You should keep in mind, however, that it is our
Amended and Restated Certificate of Incorporation and our
Amended and Restated By-Laws, and the Delaware General
Corporation Law, and not this summary, which define your rights
as a securityholder. There may be other provisions in these
documents which are also important to you. You should read these
documents for a full description of the terms of our capital
stock. Our Amended and Restated Certificate of Incorporation and
our Amended and Restated By-Laws are incorporated by reference
as exhibits to the registration statement that includes this
prospectus. See “Where You Can Find More Information”
for information on how to obtain copies of these documents.
Common
Stock
Subject to any preferential rights of any preferred stock
created by our board of directors, holders of our common stock
are entitled to dividends as our board of directors may declare
from time to time out of funds that we can lawfully use to pay
dividends. See “Dividend Policy.” Holders of our
common stock possess exclusive voting rights, except to the
extent provided by law and as set forth in our Amended and
Restated Certificate of Incorporation, including any certificate
of designations of a series of preferred stock. Holders of our
common stock are entitled to one vote for each share of common
stock and do not have any right to cumulate votes in the
election of directors.
Holders of our common stock have no preference, conversion,
exchange, sinking fund or redemption rights, are not entitled to
any preemptive rights by virtue of their status as stockholders
and that status does not entitle them to purchase their pro rata
share of any offering of shares of any class or series, and
generally have no appraisal rights except in certain limited
transactions. Under Delaware law, our stockholders generally are
not liable for our debts or obligations.
In the event of our liquidation, dissolution or
winding-up,
holders of our common stock will be entitled to receive on a
proportionate basis any assets remaining after provision for
payment of creditors and after payment or provision for payment
of any liquidation preferences to holders of preferred stock.
Our common stock is listed on the New York Stock Exchange, or
the NYSE, under the symbol “HIG.” The transfer agent
and registrar for our common stock is The Bank of New York
Mellon.
We have 1,500,000,000 authorized shares of common stock. As of
July 30, 2010, 444,324,287 shares were outstanding,
65,000,000 shares are required to be reserved for issuance
pursuant to the terms of our contingent capital facility,
287,000,000 shares are required to be reserved for issuance
pursuant to the terms of our 2008 debt instruments,
41,441,400 shares were reserved for issuance in connection
with the conversion of the 7.25% Mandatory Convertible Preferred
Stock, Series F, par value $0.01 per share, or the
Series F Preferred Stock, 52,093,973 shares were
reserved for issuance in connection with the conversion of the
outstanding warrants issued to Treasury in connection with our
participation in the CPP, or the CPP Warrants, and
69,351,806 shares were reserved for issuance upon exercise
of outstanding warrants issued to Allianz SE, or Allianz
(assuming receipt of certain regulatory approvals). For more
information on the conversion of the
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warrants issued to Allianz, see “—Allianz’s
Investment.” In addition, as of June 30, 2010, the
most recent date for which information is available,
5,474,379 shares were reserved for issuance upon exercise
of outstanding options, warrants and rights under our stock
compensation plans, 18,000,000 were reserved for future issuance
under our 2010 Incentive Stock Plan (together with such
adjustments as are provided in the 2010 Incentive Stock Plan),
7,789,532 shares were reserved for issuance under the
employee stock purchase plan and 256,099 were reserved for
issuance under the 2000 PLANCO Non-Employee Option Plan.
Preferred
Stock
We have 50,000,000 shares of authorized preferred stock.
8,800,000 shares are designated for our Series B
Non-Voting Contingent Convertible Preferred Stock, par value
$0.01 per share, or the Series B Preferred Stock, none of
which are currently outstanding, and 8,900,000 shares are
designated for our Series C Non-Voting Contingent
Convertible Preferred Stock, par value $0.01 per share, or the
Series C Preferred Stock, none of which are currently
outstanding. If exercised today, the warrants issued to Allianz
would be exercisable for 8,731,386 shares of our
Series B Preferred Stock and 8,606,565 shares of our
Series C Preferred Stock (assuming regulatory approvals
required for Allianz to exercise the warrants for our common
stock have not yet been received). See “—Allianz
’s Investment.” If issued, the Series B Preferred
Stock and the Series C Preferred Stock will rank pari passu
with each other, will rank junior to each other series of
preferred stock of the Company unless specifically determined
otherwise by our board of directors, and will participate on an
as-converted basis with dividends and other distributions paid
on our common stock. If issued, the Series B Preferred
Stock and the Series C Preferred Stock will have no voting
rights. Each share of the Series B Preferred Stock and the
Series C Preferred Stock is currently convertible into
approximately 4.00 shares of our common stock, subject to
receipt of certain regulatory approvals. The conversion ratios
under the Series B Preferred Stock and the Series C
Preferred Stock are subject to adjustment in certain
circumstances, as further specified under the terms of the
warrants issued to Allianz.
We also have 575,000 shares of our Series F Preferred
Stock outstanding, represented by
23,000,000 1/40th
interest depositary shares. We pay cumulative dividends on each
share of the Series F Preferred Stock at a rate of 7.25%
per annum on the initial liquidation preference of $1,000 per
share. Each share of the Series F Preferred Stock
automatically converts into shares of our common stock on
April 1, 2013 (if not earlier converted at the option of
the holder or upon the occurrence of a fundamental change, as
further specified in the Series F Preferred Stock).
Additional shares of preferred stock may be issued from time to
time in one or more series. We will describe the particular
terms of any series of preferred stock in the prospectus
supplement relating to the offering. Our board of directors is
empowered, without the approval of our stockholders, to cause
our preferred stock to be issued in one or more classes or
series, or both, with the numbers of shares of each class or
series and the provisions, designations, powers, preferences and
relative, participating, optional and other special rights and
the qualifications, limitations or restrictions thereof, of each
class or series to be determined by it. The specific matters
that may be determined by our board of directors include
dividend rights, voting rights, redemption rights, liquidation
preferences, conversion and exchange rights, retirement and
sinking fund provisions, conditions or restrictions on our
creation of indebtedness or our issuance of additional shares of
stock, and other powers, preferences and relative,
participating, optional and other special rights and any
qualifications, limitations or restrictions on any wholly
unissued series of preferred stock, or of the entire class of
preferred stock if none of the shares have been issued, the
number of shares constituting that series and the terms and
conditions of the issue of the shares.
Dividend
Policy
The payment of future dividends on our common stock is subject
to the discretion of our board of directors, which will
consider, among other factors, our operating results, overall
financial condition, credit-risk considerations and capital
requirements, as well as general business and market conditions.
Dividends from our insurance company subsidiaries and other
subsidiaries are the primary source of funds for payment of
dividends to our stockholders and there are statutory limits on
the amount of dividends that our insurance company subsidiaries
can pay to us without regulatory approval.
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The Connecticut insurance holding company laws limit the payment
of dividends by Connecticut-domiciled insurers. In addition,
these laws require notice to and approval by the state insurance
commissioner for the declaration or payment by those
subsidiaries of any dividend, if the dividend and other
dividends or distributions made within the preceding twelve
months exceeds the greater of (i) 10% of the insurer’s
policyholder surplus as of December 31 of the preceding year,
and (ii) net income, or net gain from operations if the
subsidiary is a life insurance company, for the previous
calendar year, in each case determined under statutory insurance
accounting principles. In addition, if any dividend of a
Connecticut-domiciled insurer exceeds the insurer’s earned
surplus, it requires the prior approval of the Connecticut
Insurance Commissioner. The insurance holding company laws of
the other jurisdictions in which our insurance subsidiaries are
incorporated, or deemed commercially domiciled, generally
contain similar, and in some instances more restrictive,
limitations on the payment of dividends. Likewise, our rights to
participate in any distribution of the assets of any of our
subsidiaries, for example, upon their liquidation or
reorganization, and the ability of holders of the securities to
benefit indirectly from a distribution, are subject to the prior
claims of creditors of the applicable subsidiary, except to the
extent that we may be a creditor of that subsidiary.
In addition, as a savings and loan holding company, we are
subject to regulation, supervision and examination by the OTS,
including with respect to required capital, cash flow,
organization structure, risk management and earnings at the
parent company level. We will be subject to similar, and
potentially stricter, requirements when regulatory authority
over us transfers to The Federal Reserve (for the Company) and
the Office of Comptroller of the Currency (for our subsidiary,
Federal Trust Corporation).
Moreover, our common stockholders are subject to the prior
dividend rights of any holders of our preferred stock or
depositary shares representing such preferred stock then
outstanding. Under the terms of the Series F Preferred
Stock, our ability to declare and pay dividends on or repurchase
our common stock will be subject to restrictions in the event we
fail to declare and pay (or set aside for payment) full
dividends on the Series F Preferred Stock. In addition, the
terms of our outstanding junior subordinated debt securities
prohibit us from declaring or paying any dividends or
distributions on our capital stock, including our Series F
Preferred Stock and our common stock, or purchasing, acquiring,
or making a liquidation payment on such stock, if we have given
notice of our election to defer interest payments but the
related deferral period has not yet commenced or a deferral
period is continuing.
Allianz’s
Investment
Under our Investment Agreement with Allianz, or the Investment
Agreement, we agreed to issue and sell securities in a private
placement to Allianz, including warrants to acquire certain of
our securities, or the Allianz Warrants. The Allianz Warrants
are exercisable for 8,731,386 shares of our Series B
Preferred Stock and 8,606,565 shares of our Series C
Preferred Stock, and subject to receipt of any required
regulatory approvals by Allianz, are exercisable for
69,351,806 shares of our common stock at an exercise price
of $25.23 per share of common stock. The Allianz Warrants expire
on October 17, 2018.
Under the Investment Agreement, if on or prior to the seventh
anniversary of October 17, 2008, we propose to issue any
shares of common stock, rights or options to acquire common
stock or securities convertible or exchangeable into common
stock (other than any issuance (i) as consideration in any
merger, acquisition of a business or a similar transaction with
a third party, (ii) to a financial institution in
connection with any borrowing or (iii) that is
“Qualifying Employee Stock,” as defined in the Allianz
Warrants), we must provide prompt written notice to Allianz, and
Allianz (or its designated subsidiary) shall have the right to
participate in such issuance and to purchase from us an amount
up to Allianz’s pro rata share (as defined in the
Investment Agreement) of each class or series of shares, rights,
options or securities so issued at a price and on terms no less
favorable to Allianz than those provided to any other person
purchasing in the issuance.
Under the Investment Agreement, for so long as Allianz Warrants
that are exercisable for at least 1% of our outstanding common
stock remain outstanding, we may not, without the prior written
consent of the Investor (as defined in the Investment Agreement)
(which shall not be unreasonably withheld), issue equity
securities other than our common stock, subject to specified
exceptions.
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The Investment Agreement contains standstill provisions that
apply to Allianz and its subsidiaries and affiliates lasting
until October 6, 2018, including limitations or
prohibitions on, among other things, the acquisition of shares
of common stock that would result in its beneficially owning
more than 25% of our outstanding common stock, making or
proposing a merger or change of control transaction with respect
to us or soliciting proxies with respect thereto, subject in
each case to certain exceptions for a change of control and
other matters, as specified in the Investment Agreement. We have
also agreed under the Investment Agreement that, prior to
entering into any binding agreement to effect a merger or
similar business combination with a third party or to pay a
break-up fee
or similar compensation to a third party with respect to such a
potential transaction, we will permit Allianz a reasonable
period of time to conduct due diligence and make a bona fide
competing proposal to us.
The CPP
Warrants
In connection with our participation in the CPP, we issued to
the Treasury 52,093,973 CPP Warrants, each representing the
right to purchase one share of our common stock at an initial
exercise price of $9.79, subject to adjustments. The CPP
Warrants expire on June 26, 2019.
Contractual
and Statutory Provisions May Delay or Make More Difficult
Acquisitions or Changes of Control of the Company
Some provisions of our Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws may delay or make
more difficult unsolicited acquisitions or changes of control of
the Company. We believe that these provisions will enable us to
develop our business in a manner that will foster long-term
growth without disruption caused by the threat of a takeover not
thought by our board of directors to be in our best interest and
the best interests of our stockholders.
Those provisions could have the effect of discouraging third
parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although the
proposals, if made, might be considered desirable by a majority
of our stockholders. Those provisions may also have the effect
of making it more difficult for third parties to cause the
replacement of our current management without the concurrence of
our board of directors.
These provisions include:
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the availability of capital stock for issuance from time to time
at the discretion of our board of directors (see
“—Preferred Stock”),
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prohibitions against stockholders calling a special meeting of
stockholders or acting by written consent instead of at a
meeting,
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requirements for advance notice for raising business or making
nominations at stockholders’ meetings, and
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the ability of our board of directors to increase the size of
the board and to appoint directors to fill newly created
directorships.
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The restrictions on ownership of our stock described under
“—Restrictions on Ownership” and the terms of
Allianz’s investment in us, described under
“—Allianz’s Investment,” could also have the
effect of discouraging third parties from making proposals
involving an acquisition or change of control of the Company.
No
Stockholder Action by Written Consent; Special
Meetings
Our Amended and Restated Certificate of Incorporation and
Amended and Restated By-Laws provide that stockholder action can
be taken only at an annual or special meeting and cannot be
taken by written consent. Our Amended and Restated Certificate
of Incorporation and Amended and Restated By-Laws also provide
that special meetings of stockholders can be called by the
chairman of our board of directors or by a vote of the majority
of the entire board of directors. Furthermore, our Amended and
Restated By-Laws
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provide that only such business as is specified in the notice of
any special meeting of stockholders may come before the meeting.
Advance
Notice for Raising Business or Making Nominations at
Meetings
Our Amended and Restated By-Laws establish an advance notice
procedure for stockholder proposals to be brought before an
annual meeting of stockholders and for nominations by
stockholders of candidates for election as directors at an
annual or special meeting at which directors are to be elected.
The only business that may be conducted at an annual meeting of
stockholders is the election of members of the board of
directors for the succeeding year and business that has been
specified in the notice of the meeting given by or at the
direction of the board of directors or otherwise brought before
the meeting by, or at the direction of, the board of directors,
or by a stockholder who has given to our corporate secretary
timely written notice, in proper form, of the stockholder’s
intention to bring that business before the meeting. Only
persons who are nominated by, or at the direction of, the board
of directors, or who are nominated by a stockholder who has
given timely written notice, in proper form, to the secretary
prior to a meeting at which directors are to be elected will be
eligible for election as directors.
To be timely, notice of business to be brought before an annual
meeting or nominations of candidates for election as directors
at an annual meeting must be given by a stockholder to our
corporate secretary not later than 90 days prior to the
anniversary date for the immediately preceding annual meeting
(or, if the date of the annual meeting is more than 30 days
before or after the anniversary date of the immediately
preceding annual meeting, not later than the later of
(a) 90 days prior to the date of such annual meeting
or (b) if the first public announcement of the date of an
advanced or delayed annual meeting is less than 100 days
prior to the date of such annual meeting, ten days after the
first public announcement of the date of such annual meeting).
Similarly, in the case of a special meeting of stockholders at
which the board of directors gives notice that directors are to
be elected, notice of nominations to be brought before a special
meeting of stockholders for the election of directors must be
delivered to the secretary no later than the close of business
on the seventh day following the date on which notice of the
date of the special meeting of stockholders is given.
The notice of any nomination for election as a director is
required to state, among other things:
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specified information regarding the stockholder who intends to
make the nomination,
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a representation that the stockholder is a holder of record of
stock entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice,
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a description of all arrangements or understandings relating to
the nomination between the stockholder and each nominee and any
other person or persons, naming those persons,
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if applicable, a representation that the stockholder intends to
solicit proxies in support of each nominee,
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specified information regarding each nominee proposed by the
stockholder, including all other information that would have
been required to be included in a proxy statement filed under
the proxy rules of the SEC had each nominee been nominated, or
intended to be nominated, by our board of directors,
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the consent of each nominee to serve as a director if so
elected, and
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whether, if elected, the nominee intends to tender any advance
resignation notices requested by our board of directors in
connection with subsequent elections, such advance resignation
to be contingent upon the nominee’s failure to receive a
majority vote and acceptance of such resignation by our board of
directors.
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Number
of Directors; Filling of Vacancies
Our Amended and Restated By-Laws provide that the number of
directors that constitute our board of directors may be set from
time to time by resolution adopted by a majority of the entire
board of directors, but that such number shall not be less than
three nor more than twenty-five. In addition, newly created
directorships resulting from any increase in the authorized
number of directors, or any vacancy, may be filled by a vote of
a majority of directors then in office. Accordingly, our board
of directors may be able to prevent any stockholder from
obtaining majority representation on the board of directors by
increasing the size of the board and filling the newly created
directorships with its own nominees. In addition, the NYSE rules
require that the majority of directors holding office
immediately after the election must be independent directors.
Restrictions
on Ownership
State insurance laws could be a significant deterrent to any
person interested in acquiring control of the Company. The
insurance holding company laws of each of the jurisdictions in
which our insurance subsidiaries are incorporated or
commercially domiciled, as well as state corporation laws,
govern any acquisition of control of the Company or of our
insurance subsidiaries. In general, these laws provide that no
person or entity may directly or indirectly acquire control of
an insurance company unless that person or entity has received
the prior approval of the insurance regulatory authorities. An
acquisition of control would be presumed in the case of any
person or entity that purchases 10% or more of our outstanding
common stock, unless the applicable insurance regulatory
authorities determine otherwise.
In addition, we became a savings and loan holding company when
the OTS approved our application to acquire Federal
Trust Corporation, the parent company of Federal
Trust Bank, a federally chartered, FDIC-insured thrift. As
a savings and loan holding company, we are subject to federal
banking laws that could be a significant deterrent to any person
interested in acquiring control of the Company. Federal law
requires, for example, that any person or company must obtain
the prior approval or nonobjection of the OTS before taking any
action that could result in that person or company acquiring
control of a savings and loan holding company.
“Control” is broadly defined under federal law, and
the federal regulations governing whether control exists are
extremely complex. In general, any person or company that owns
or controls, directly or indirectly, or acting in concert with
others, 25% or more of any class of our voting stock would be
found to control us, and a person or company could be found to
control us under other circumstances, including based on a
presumption that could arise with the direct or indirect
ownership or control of 10% or more of any class of our voting
stock under certain conditions, unless the OTS determines
otherwise. In addition, any company that acquires control of the
Company would itself become a savings and loan holding company
subject to regulation, supervision and examination by the OTS.
Delaware
General Corporation Law
The terms of Section 203 of the Delaware General
Corporation Law apply to us since we are a Delaware corporation
and we have a class of voting stock that is listed on a national
securities exchange. Under Section 203, with some
exceptions, a Delaware corporation may not engage in a broad
range of business combinations, such as mergers, consolidations
and sales of assets, with an “interested stockholder,”
for a period of three years from the date that person became an
interested stockholder unless:
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the transaction or the business combination that results in a
person becoming an interested stockholder is approved by the
board of directors of the corporation before the person becomes
an interested stockholder,
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upon consummation of the transaction that results in the
stockholder becoming an interested stockholder, the interested
stockholder owns 85% or more of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding, for purposes of determining the voting stock
outstanding, shares owned by persons who are directors and also
officers and shares owned by certain employee stock
plans, or
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on or after the date the person becomes an interested
stockholder, the business combination is approved by the
corporation’s board of directors and by holders of at least
two-thirds of the corporation’ s outstanding voting stock,
excluding shares owned by the interested stockholder, at a
meeting of stockholders.
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Under Section 203, an “interested stockholder” is
defined as any person (or the affiliates or associates of such
person), other than the corporation and any direct or indirect
majority-owned subsidiary, that is:
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the owner of 15% or more of the outstanding voting stock of the
corporation, or
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an affiliate or associate of the corporation and was the owner
of 15% or more of the outstanding voting stock of the
corporation at any time within the three-year period immediately
prior to the date on which it is sought to be determined whether
the person is an interested stockholder.
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Section 203 does not apply to a corporation that so
provides in an amendment to its certificate of incorporation or
by-laws passed by a majority of its outstanding shares at any
time. As a general matter, this stockholder action does not
become effective for 12 months following its adoption and
would not apply to persons who were already interested
stockholders at the time of the amendment. Our Amended and
Restated Certificate of Incorporation does not exclude us from
the restrictions imposed under Section 203.
Section 203 makes it more difficult for a person who would
be an interested stockholder to effect business combinations
with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the
restrictions imposed. The provisions of Section 203 may
encourage companies interested in acquiring us to negotiate in
advance with our board of directors, because the stockholder
approval requirement would be avoided if a majority of the
directors then in office approve either the business combination
or the transaction which results in the stockholder becoming an
interested stockholder. These provisions also may have the
effect of preventing changes in our management. It is further
possible that these provisions could make it more difficult to
accomplish transactions that stockholders may otherwise deem to
be in their best interest.
DESCRIPTION
OF DEPOSITARY SHARES
General
Terms
We may elect to offer depositary shares representing receipts
for fractional interests in debt securities or preferred stock.
In this case, we will issue receipts for depositary shares, each
of which will represent a fraction of a debt security or share
of a particular series of preferred stock, as the case may be.
We will deposit the debt securities or shares of any series of
preferred stock represented by depositary shares under a deposit
agreement between us and a depositary which we will name in the
applicable prospectus supplement. Subject to the terms of the
deposit agreement, as an owner of a depositary share you will be
entitled, in proportion to the applicable fraction of a debt
security or share of preferred stock represented by the
depositary share, to all the rights and preferences of the debt
security or preferred stock, as the case may be, represented by
the depositary share, including, as the case may be, interest,
dividend, voting, conversion, redemption, sinking fund,
repayment at maturity, subscription and liquidation rights.
The following description of the terms of the deposit agreement
is a summary. It summarizes only those terms of the deposit
agreement that we believe would be most important to your
decision to invest in our depositary shares. You should keep in
mind, however, that it will be the deposit agreement entered
into with respect to a particular offering of securities, and
not this summary, that will define your rights as a holder of
depositary shares. There may be other provisions in the deposit
agreement that will also be important to you. You should read
the applicable prospectus supplement and the deposit agreement
for a full description of the terms of the depositary shares,
some of which may differ from the provisions summary below. The
form of the deposit agreement will be filed as an exhibit to the
registration statement that includes this prospectus, either by
amendment to the registration statement that includes this
prospectus or by a Current Report on
Form 8-K.
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See “Where You Can Find More Information” for
information on how to obtain a copy of the deposit agreement.
Interest,
Dividends and Other Distributions
The depositary will distribute all payments of interest, cash
dividends or other cash distributions received on the debt
securities or preferred stock, as the case may be, to you in
proportion to the number of depositary shares that you own.
In the event of a distribution other than in cash, the
depositary will distribute property received by it to you in an
equitable manner, unless the depositary determines that it is
not feasible to make a distribution. In that case the depositary
may sell the property and distribute the net proceeds from the
sale to you.
Withdrawal
of Debt Securities or Preferred Stock
Any holder of depositary shares may receive interests in
deposited debt securities or the number of whole shares of
deposited preferred stock, as the case may be, and all money or
other property represented by such holder’s depositary
receipts upon surrendering the depositary receipts at the
depositary office or at such other office designated by the
depositary, paying all taxes and charges provided for in the
deposit agreement and complying with any other requirement of
the deposit agreement.
However, holders of such interests in debt securities or whole
shares of preferred stock, as the case may be, will not be
entitled to deposit such debt securities or preferred stock
under the deposit agreement or to receive depositary receipts
for such debt securities or preferred stock after such
withdrawal or to receive depositary receipts therefor. If the
depositary shares surrendered by the holder in connection with
such withdrawal exceed the number of depositary shares that
represent the number of whole shares of preferred stock or
minimum issuable denominations of debt securities to be
withdrawn, the depositary will deliver to such holder at the
same time a new depositary receipt evidencing such excess number
of depositary shares.
Redemption
of Depositary Shares
If we redeem a debt security or series of preferred stock
represented by depositary shares, the depositary will redeem
your depositary shares from the proceeds received by the
depositary resulting from the redemption. The redemption price
per depositary share will be equal to the applicable fraction of
the redemption price per debt security or share of preferred
stock, as the case may be, payable in relation to the redeemed
series of debt securities or preferred stock. Whenever we redeem
debt securities or shares of preferred stock held by the
depositary, the depositary will redeem as of the same redemption
date the number of depositary shares representing, as the case
may be, the debt securities or shares of preferred stock
redeemed. If fewer than all the depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected
by lot, proportionately or by any other equitable method as the
depositary may determine.
Exercise
of Rights under the Indentures or Voting the Preferred
Stock
Upon receipt of notice of any meeting at which you, as a holder
of interests in deposited preferred stock, are entitled to vote,
or of any request for instructions or directions from you, as a
holder of interests in deposited debt securities, the depositary
will mail to you the information contained in that notice. Each
record holder of the depositary shares on the record date will
be entitled to instruct the depositary how to give instructions
or directions with respect to the debt securities represented by
that holder’s depositary shares or how to vote the amount
of the preferred stock represented by that holder’s
depositary shares. The record date for the depositary shares
will be the same date as the record date for the debt securities
or preferred stock, as the case may be. The depositary will
endeavor, to the extent practicable, to give instructions or
directions with respect to the debt securities or to vote or
cause to be voted the maximum number of whole shares of the
preferred stock, as the case may be, represented by the
depositary shares in accordance with those instructions. We will
agree to take all reasonable action which the depositary may
deem necessary to enable the depositary to do so. The depositary
will abstain from giving instructions or directions with respect
to the debt securities
35
or voting shares of the preferred stock, as the case may be, if
it does not receive specific instructions from you.
Amendment
and Termination of the Deposit Agreement
We and the depositary may amend the form of depositary receipt
evidencing the depositary shares and any provision of the
deposit agreement at any time. However, any amendment which
materially and adversely alters the rights of the holders of the
depositary shares will not be effective unless the amendment has
been approved by the holders of at least a majority of the
depositary shares then outstanding. We will make no amendment
that impairs the right of any holder of depositary shares, as
described above under “—Withdrawal of Debt Securities
or Preferred Stock,” to receive interests in debt
securities or shares of preferred stock, as the case may be, and
all money or other property represented by those depositary
shares, except in order to comply with mandatory provisions of
applicable law. If an amendment becomes effective, holders are
deemed to agree to the amendment and to be bound by the amended
deposit agreement if they continue to hold their depositary
receipts.
We may terminate the deposit agreement at any time with at least
30 days’ prior written notice to the depositary if
holders of at least a majority of the depositary shares then
outstanding consent to such termination. Upon termination, the
depositary will deliver or make available to holders of
depositary receipts, upon surrender of the depositary receipts
evidencing the depositary shares, the number of whole or
fractional interests in deposited debt securities or shares of
deposited preferred stock, as the case may be, represented by
the depositary shares, together with any other property
represented by such depositary shares. The deposit agreement
will automatically terminate if:
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all outstanding depositary shares have been redeemed or
converted or exchanged for any other securities into which they
or the underlying debt securities or preferred stock, as the
case may be, are convertible or exchangeable, or
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there has been a complete repayment or redemption of the debt
securities or a final distribution in respect of the preferred
stock, including in connection with our liquidation, dissolution
or winding up, and the repayment, redemption or distribution
proceeds, as the case may be, have been distributed to you.
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Resignation
and Removal of Depositary
The depositary may resign at any time by delivering to us notice
of its election to do so. We also may, at any time, remove the
depositary. Any resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of such
appointment. We must appoint the successor depositary within
60 days after delivery of the notice of resignation or
removal. The successor depositary must be a bank or trust
company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
Charges
of Depositary
We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. We will pay charges of the depositary in
connection with the initial deposit of the debt securities or
preferred stock, as the case may be, and the initial issuance of
depositary receipts, all withdrawals of shares of debt
securities or preferred stock, as the case may be, by you and
any repayment or redemption of the debt securities or preferred
stock, as the case may be. You will pay other transfer and other
taxes and governmental charges, as well as the other charges
that are expressly provided in the deposit agreement to be for
your account.
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Miscellaneous
The depositary will forward all reports and communications from
us which are delivered to the depositary and which we are
required or otherwise determine to furnish to holders of debt
securities or preferred stock, as the case may be.
Neither we nor the depositary will be liable under the deposit
agreement to you other than for the depositary’s gross
negligence, willful misconduct or bad faith. Neither we nor the
depositary will be obligated to prosecute or defend any legal
proceedings relating to any depositary shares, debt securities
or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting
debt securities or shares of preferred stock for deposit, you or
other persons believed to be competent and on documents which we
and the depositary believe to be genuine.
DESCRIPTION
OF WARRANTS
We may issue warrants, including warrants to purchase debt
securities, preferred stock, common stock or other securities,
property or assets (including rights to receive payment in cash
or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices) as
well as other types of warrants. We may issue warrants
independently or together with any other securities, and they
may be attached to or separate from those securities. We will
issue the warrants under warrant agreements between us and a
bank or trust company, as warrant agent, that we will describe
in the prospectus supplement relating to the warrants that we
offer.
The following description of the terms of the warrants is a
summary. It summarizes only those terms of the warrants and the
warrant agreement which we believe would be most important to
your decision to invest in our warrants. You should keep in
mind, however, that it will be the warrant agreement and the
warrant certificate relating to the warrants, and not this
summary, which will define your rights as a warrantholder. There
may be other provisions in the warrant agreement and the warrant
certificate relating to the warrants which will also be
important to you. You should read these documents for a full
description of the terms of the warrants. Forms of these
documents will be filed as exhibits to the registration
statement that includes this prospectus, either by amendment to
the registration statement that includes this prospectus or by a
Current Report on
Form 8-K.
See “Where You Can Find More Information” for
information on how to obtain copies of these documents.
Debt
Warrants
We will describe in the applicable prospectus supplement the
terms of warrants to purchase debt securities that we may offer,
the warrant agreement relating to the debt warrants and the
warrant certificates representing the debt warrants. These terms
will include the following:
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the title of the debt warrants,
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the debt securities for which the debt warrants are exercisable,
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the aggregate number of the debt warrants,
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the price or prices at which we will issue the debt warrants,
the principal amount of debt securities that you may purchase
upon exercise of each debt warrant and the price or prices at
which such principal amount may be purchased upon exercise,
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currency, currencies, or currency units, if other than in
U.S. dollars, in which such debt warrants are to be issued
or for which the debt warrants may be exercised,
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the procedures and conditions relating to the exercise of the
debt warrants,
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the designation and terms of any related debt securities issued
with the debt warrants, and the number of debt warrants issued
with each debt security,
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the date, if any, from which you may separately transfer the
debt warrants and the related securities,
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the date on which your right to exercise the debt warrants
commences, and the date on which your right expires,
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the maximum or minimum number of the debt warrants which you may
exercise at any time,
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if applicable, a discussion of material United States federal
income tax considerations,
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any other terms of the debt warrants and terms, procedures and
limitations relating to your exercise of the debt
warrants, and
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the terms of the securities you may purchase upon exercise of
the debt warrants.
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We will also describe in the applicable prospectus supplement
any provisions for a change in the exercise price or expiration
date of the warrants and the kind, frequency and timing of any
notice to be given. You may exchange debt warrant certificates
for new debt warrant certificates of different denominations and
may exercise debt warrants at the corporate trust office of the
warrant agent or any other office that we indicate in the
applicable prospectus supplement. Prior to exercise, you will
not have any of the rights of holders of the debt securities
purchasable upon that exercise and will not be entitled to
payments of principal, premium, if any, or interest on the debt
securities purchasable upon the exercise.
Other
Warrants
We may issue other warrants. We will describe in the applicable
prospectus supplement the following terms of those warrants:
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the title of the warrants,
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the securities, which may include preferred stock, common stock
or other securities, property or assets (including rights to
receive payment in cash or securities based on the value, rate
or price of one or more specified commodities, currencies,
securities or indices), for which you may exercise the warrants,
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the aggregate number of the warrants,
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the price or prices at which we will issue the warrants, the
number of securities or amount of other property or assets that
you may purchase upon exercise of each warrant and the price or
prices at which such securities, property or assets may be
purchased,
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currency, currencies, or currency units, if other than in
U.S. dollars, in which such debt warrants are to be issued
or for which the debt warrants may be exercised,
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the procedures and conditions relating to the exercise of the
warrants,
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the designation and terms of any related securities issued with
the warrants, and the number of warrants issued with each
security,
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the date, if any, from which you may separately transfer the
warrants and the related securities,
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the date on which your right to exercise the warrants commences,
and the date on which your right expires,
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the maximum or minimum number of warrants which you may exercise
at any time,
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if applicable, a discussion of material United States federal
income tax considerations, and
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any other terms of the warrants, including terms, procedures and
limitations relating to your exchange and exercise of the
warrants.
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We will also describe in the applicable prospectus supplement
any provisions for a change in the exercise price or the
expiration date of the warrants and the kind, frequency and
timing of any notice to be
38
given. You may exchange warrant certificates for new warrant
certificates of different denominations and may exercise
warrants at the corporate trust office of the warrant agent or
any other office that we indicate in the applicable prospectus
supplement. Prior to the exercise of your warrants, you will not
have any of the rights of holders of the preferred stock, common
stock or other securities purchasable upon that exercise and
will not be entitled to dividend payments, if any, or voting
rights of the preferred stock, common stock or other securities
purchasable upon the exercise.
Exercise
of Warrants
We will describe in the prospectus supplement relating to the
warrants the principal amount or the number of our securities,
or amount of other securities, property or assets that you may
purchase for cash upon exercise of a warrant, and the exercise
price. You may exercise a warrant as described in the prospectus
supplement relating to the warrants at any time up to the close
of business on the expiration date stated in the prospectus
supplement. Unexercised warrants will become void after the
close of business on the expiration date, or any later
expiration date that we determine.
We will forward the securities purchasable upon the exercise as
soon as practicable after receipt of payment and the properly
completed and executed warrant certificate at the corporate
trust office of the warrant agent or other office stated in the
applicable prospectus supplement. If you exercise less than all
of the warrants represented by the warrant certificate, we will
issue you a new warrant certificate for the remaining warrants.
DESCRIPTION
OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts
obligating or entitling you to purchase from us, and obligating
or entitling us to sell to you, a specific number of shares of
common stock or preferred stock, or other securities, property
or assets, at a future date or dates. Alternatively, the stock
purchase contracts may obligate or entitle us to purchase from
you, and obligate or entitle you to sell to us, a specific or
varying number of shares of common stock or preferred stock, or
other securities, property or assets, at a future date. The
price per share of preferred stock or common stock may be fixed
at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula described in the
stock purchase contracts. We may issue stock purchase contracts
separately or as a part of units each consisting of a stock
purchase contract and debt securities, undivided beneficial
ownership interests in debt securities, trust preferred
securities, depositary shares representing fractional interests
in debt securities or shares of preferred stock, or debt
obligations of third parties, including U.S. Treasury
securities, securing your obligations to purchase the preferred
stock or the common stock, or other securities, property or
assets, under the stock purchase contract. The stock purchase
contracts may require us to make periodic payments to you or
vice versa and the payments may be unsecured or prefunded on
some basis. The stock purchase contracts may require you to
secure your obligations in a specified manner. We will issue the
stock purchase contracts or stock purchase units under stock
purchase agreements that we will describe in the prospectus
supplement relating to the stock purchase contracts or stock
purchase units that we offer. We will also describe in the
applicable prospectus supplement the terms of any stock purchase
contracts or stock purchase units. The form of the purchase
contract agreement will be filed as an exhibit to the
registration statement that includes this prospectus, either by
amendment to the registration statement that includes this
prospectus or by a Current Report on
Form 8-K.
See “Where You Can Find More Information” for
information on how to obtain a copy of the purchase contract
agreement.
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PLAN OF
DISTRIBUTION
Initial
Offering and Sale of Securities
We may sell securities from time to time in one or more
transactions separately or as units with other securities. We
may sell the securities of or within any series to or through
agents, underwriters, dealers, remarketing firms or other third
parties or directly to one or more purchasers or through a
combination of any of these methods. We may issue securities as
a dividend or distribution. In some cases, we or dealers acting
with us or on behalf of us may also purchase securities and
reoffer them to the public. We may also offer and sell, or agree
to deliver, securities pursuant to, or in connection with, any
option agreement or other contractual arrangement.
Agents whom we designate may solicit offers to purchase the
securities.
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If required, we will name any agent involved in offering or
selling securities, and disclose any commissions that we will
pay to the agent, in the applicable prospectus supplement.
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Unless we indicate otherwise in the applicable prospectus
supplement, agents will act on a best efforts basis for the
period of their appointment.
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Agents may be deemed to be underwriters under the Securities
Act, of any of the securities that they offer or sell.
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We may use an underwriter or underwriters in the offer or sale
of the securities.
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If we use an underwriter or underwriters, we will execute an
underwriting agreement with the underwriter or underwriters at
the time that we reach an agreement for the sale of the
securities.
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We will include the names of the specific managing underwriter
or underwriters, as well as the names of any other underwriters,
and the terms of the transactions, including the compensation
the underwriters and dealers will receive, in the applicable
prospectus supplement.
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The underwriters will use the applicable prospectus supplement,
together with this prospectus, to sell the securities.
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We may use a dealer to sell the securities.
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If we use a dealer, we will sell the securities to the dealer,
as principal.
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The dealer will then sell the securities to the public at
varying prices that the dealer will determine at the time it
sells the securities.
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We will include the name of the dealer and the terms of the
transactions with the dealer in the applicable prospectus
supplement.
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We may solicit directly offers to purchase the securities, and
we may directly sell the securities to institutional or other
investors. We will describe the terms of direct sales in the
applicable prospectus supplement.
We may engage in at the market offerings into an existing
trading market in accordance with Rule 415(a)(4) of the
Securities Act.
We may also offer and sell securities, if so indicated in the
applicable prospectus supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption
or repayment pursuant to their terms, or otherwise, by one or
more firms referred to as remarketing firms, acting as
principals for their own accounts or as our agents. Any
remarketing firm will be identified and the terms of its
agreement, if any, with us, and its compensation will be
described in the applicable prospectus supplement. Remarketing
firms may be deemed to be underwriters under the Securities Act
in connection with the securities they remarket.
We may indemnify agents, underwriters, dealers and remarketing
firms against certain liabilities, including liabilities under
the Securities Act. Agents, underwriters, dealers and
remarketing firms, or their
40
affiliates, may be customers of, engage in transactions with or
perform services for us or our respective affiliates, in the
ordinary course of business.
We may authorize agents and underwriters to solicit offers by
certain institutions to purchase the securities at the public
offering price under delayed delivery contracts.
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If we use delayed delivery contracts, we will disclose that we
are using them in the prospectus supplement and will tell you
when we will demand payment and delivery of the securities under
the delayed delivery contracts.
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These delayed delivery contracts will be subject only to the
conditions that we describe in the prospectus supplement.
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We will describe in the applicable prospectus supplement the
commission that underwriters and agents soliciting purchases of
the securities under delayed contracts will be entitled to
receive.
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Any underwriter, agent or dealer that is a Financial Industry
Regulatory Authority member is not permitted to sell securities
in an offering to accounts over which it exercises discretionary
authority without the prior specific written approval of its
customer.
Unless otherwise specified in connection with a particular
underwritten offering of securities, the underwriters will not
be obligated to purchase offered securities unless specified
conditions are satisfied, and if the underwriters do purchase
any offered securities, they will purchase all offered
securities.
In connection with underwritten offerings of the offered
securities and in accordance with applicable law and industry
practice, the underwriters in certain circumstances are
permitted to engage in certain transactions that stabilize the
price of the securities. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the
price of the securities. If the underwriters create a short
position in the securities in connection with the offering,
i.e., if they sell more securities than are set forth on the
cover page of the applicable prospectus supplement, the
underwriters may reduce that short position by purchasing
securities in the open market. The underwriters also may impose
a penalty bid on certain underwriters. This means that if the
underwriters purchase the securities in the open market to
reduce the underwriters’ short position or to stabilize the
price of the securities, they may reclaim the amount of the
selling concession from the underwriters who sold those
securities as part of the offering. In general, purchases of a
security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of
a penalty bid might also have an effect on the price of a
security to the extent that it were to discourage resales of the
security. The underwriters are not required to engage in these
activities and may end any of these activities at any time.
We may enter into derivative or other hedging transactions
involving the securities with third parties, or sell securities
not covered by the prospectus to third parties in
privately-negotiated transactions. If we so indicate in the
applicable prospectus supplement, in connection with those
derivative transactions, the third parties may sell securities
covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions, or may lend
securities in order to facilitate short sale transactions by
others. If so, the third party may use securities pledged by us
or borrowed from us or others to settle those sales or to close
out any related open borrowings of securities, and may use
securities received from us in settlement of those derivative or
hedging transactions to close out any related open borrowings of
securities. The third party in such sale transactions will be an
underwriter and will be identified in the applicable prospectus
supplement (or a post-effective amendment to the registration
statement that includes this prospectus).
We may effect sales of securities in connection with forward
sale, option or other types of agreements with third parties.
Any distribution of securities pursuant to any forward sale
agreement may be effected from time to time in one or more
transactions that may take place through a stock exchange,
including block trades or ordinary broker’s transactions,
or through broker-dealers acting either as principal or agent,
or through privately-negotiated transactions, or through an
underwritten public offering, or through a combination of any
such methods of sale, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at
negotiated or fixed prices.
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We may loan or pledge securities to third parties that in turn
may sell the securities using this prospectus and the applicable
prospectus supplement or, if we default in the case of a pledge,
may offer and sell the securities from time to time using this
prospectus and the applicable prospectus supplement. Such third
parties may transfer their short positions to investors in the
securities or in connection with a concurrent offering of other
securities offered by this prospectus and the applicable
prospectus supplement or otherwise.
Sales by
Selling Securityholders
Selling securityholders may use this prospectus in connection
with resales of the securities. The applicable prospectus
supplement will identify the selling securityholders, the terms
of the securities and any material relationships with the
selling securityholders. Selling securityholders may be deemed
to be underwriters under the Securities Act in connection with
the securities they resell and any profits on the sales may be
deemed to be underwriting discounts and commissions under the
Securities Act. Unless otherwise set forth in a prospectus
supplement, the selling securityholders will receive all the
proceeds from the sale of the securities.
LEGAL
OPINIONS
Certain legal matters relating to any securities offered by this
prospectus will be passed upon for us by corporate counsel for
The Hartford, who may be Alan J. Kreczko, Esq., and Cleary
Gottlieb Steen & Hamilton LLP, New York, New York. As
of June 30, 2010, Mr. Kreczko beneficially owned
6,102 shares of our common stock, 9,236 shares of our
common stock obtainable through the exercise of vested options,
3,808 restricted stock units, 86,504 restricted units and
unvested options to acquire an additional 51,324 shares of
our common stock. Unless we state otherwise in the applicable
prospectus supplement, certain legal matters will be passed upon
for any underwriters or agents by Davis Polk &
Wardwell LLP, New York, New York.
EXPERTS
The consolidated financial statements, the related financial
statement schedules, and management’s report on the
effectiveness of internal control over financial reporting
incorporated in this prospectus by reference from our Annual
Report on
Form 10-K
for the year ended December 31, 2009 have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports (which report
on the financial statements expresses an unqualified opinion and
includes an explanatory paragraph regarding the Company’s
change in its method of accounting and reporting for
other-than-temporary
impairments in 2009 and for the fair value measurement of
financial instruments in 2008), which are incorporated herein by
reference, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Exchange Act. This
information may be read and copied at the Public Reference Room
of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of these public
reference facilities. The SEC maintains an Internet site,
http://www.sec.gov,
which contains reports, proxy and information statements and
other information regarding issuers that are subject to the
SEC’s reporting requirements.
This prospectus is part of a registration statement that we have
filed with the SEC relating to the securities to be offered.
This prospectus does not contain all of the information we have
included in the registration statement and the accompanying
exhibits and schedules in accordance with the rules and
regulations of the SEC, and we refer you to the omitted
information. The statements this prospectus makes pertaining to
the content of any contract, agreement or other document that is
an exhibit to the registration statement necessarily are
summaries of their material provisions and does not describe all
exceptions and qualifications contained in those contracts,
agreements or documents. You should read those contracts,
42
agreements or documents for information that may be important to
you. The registration statement, exhibits and schedules are
available at the SEC’s Public Reference Room or through its
Internet site.
INCORPORATION
BY REFERENCE
The rules of the SEC allow us to incorporate by reference
information into this prospectus. The information incorporated
by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. This prospectus
incorporates by reference the documents listed below:
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our Annual Report on
Form 10-K
for the year ended December 31, 2009;
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our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2010 and June 30,
2010;
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our Current Reports on
Form 8-K
filed on January 7, 2010, February 16, 2010,
February 24, 2010, March 9, 2010, March 16, 2010
(Items 1.01 and 8.01), March 17, 2010, March 18,
2010, March 19, 2010, March 23, 2010 (Items 1.01,
2.03, 3.03, 5.03 and 8.01), March 31, 2010
(Item 1.01), April 2, 2010 (Item 5.02),
April 23, 2010, April 27, 2010, May 25, 2010,
June 30, 2010, July 13, 2010 and July 27, 2010;
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the description of our common stock set forth in our
registration statement on Form
8-A, filed
with the SEC on September 18, 1995, as amended by the
Form 8-A/A,
filed on November 13, 1995; and
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all documents filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this prospectus but prior to the
termination of the offering (other than information in the
documents that is deemed not to be filed and that is not
specifically incorporated by reference in this prospectus
supplement).
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You can obtain any of the filings incorporated by reference in
this prospectus through us or from the SEC through the
SEC’s Internet site or at the address listed above. We will
provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon
written or oral request of such person, a copy of any or all of
the documents referred to above which have been or may be
incorporated by reference in this prospectus. You should direct
requests for those documents to The Hartford Financial Services
Group, Inc., One Hartford Plaza, Hartford, Connecticut 06155,
Attention: Investor Relations (telephone
(860) 547-5000).
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PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution
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The following table sets forth those expenses to be incurred by
the Company in connection with the securities being registered
hereby. Except as otherwise noted, all of the fees set forth
below are estimates. Except as otherwise stated in the
applicable prospectus supplement, the Company will bear the
expenses of any selling securityholders other than underwriting
discounts or commissions or brokerage fees.
| |
|
|
|
|
|
Securities Exchange Commission filing fee
|
|
|
(1
|
)
|
|
Fees and expenses of Trustee
|
|
|
(2
|
)
|
|
Printing and engraving expenses
|
|
|
(2
|
)
|
|
Accountant’s fees and expenses
|
|
|
(2
|
)
|
|
Legal fees and expenses
|
|
|
(2
|
)
|
|
Miscellaneous expenses
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
Total
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Deferred in accordance with Rules 456(b) and 457(r) under
the Securities Act, except for $8,849.76 that has already been
paid with respect to securities that were previously registered
under the registration statement of the registrant on
Form S-3
filed on April 11, 2007
(No. 333-142044)
and were not sold thereunder. Pursuant to Rule 457(p) under
the Securities Act, such unutilized registration fee may be
applied to the registration fee payable pursuant to this
registration statement. |
| |
|
(2) |
|
An estimate of the aggregate amount of these expenses will be
reflected in the applicable prospectus supplement. |
|
|
|
Item 15.
|
Indemnification
of Directors and Officers
|
The
Hartford Financial Services Group, Inc.
Section 145 of the Delaware General Corporation Law, as
amended, provides in regards to indemnification of directors and
officers as follows:
145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that the person’s conduct was
unlawful.
(b) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a
II-1
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection
therewith.
(d) Any indemnification under subsections (a) and
(b) of this section (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to
a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less
than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys’ fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including
attorneys’ fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in such person’s official capacity and as to action
in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall
not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject
of the civil, criminal, administrative or investigative action,
suit or proceeding for which indemnification or advancement of
expenses is sought, unless the provision in effect at the time
of such act or omission explicitly authorizes such elimination
or impairment after such action or omission has occurred.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as
such,
II-2
whether or not the corporation would have the power to indemnify
such person against such liability under this section.
(h) For purposes of this section, references to “the
corporation” shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation
as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to “other
enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan;
and references to “serving at the request of the
corporation” shall include any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the corporation”
as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Article 4 of the Company’s Amended and Restated
By-Laws provides in regard to indemnification of directors and
officers as follows:
4.1 Rights to Indemnification and Effect of
Amendment. (a) Rights to Indemnification. The
Corporation, to the fullest extent permitted by applicable law
as then in effect, shall indemnify any person who is or was a
Director or officer of the Corporation and who is or was
involved in any manner (including, without limitation, as a
party or a witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim,
action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation,
any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a
“Proceeding”) by reason of the fact that such person
is or was a Director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent
of any Covered Entity (as defined in Section 4.5(d)),
against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
Proceeding. Any such former or present Director or officer of
the Corporation finally determined to be entitled to
indemnification as provided in this Article 4 is
hereinafter called an “Indemnitee.” Until such final
determination is made, such former or present Director or
officer shall be a “Potential Indemnitee” for purposes
of this Article 4. Notwithstanding the foregoing provisions
of this Section 4.1(a), the Corporation shall not indemnify
an Indemnitee with respect to any Proceeding commenced by such
Indemnitee unless the commencement of such Proceeding by such
Indemnitee has been approved by a majority vote of the
Disinterested Directors (as defined in Section 4.5(d);
provided, however, that such approval of a majority of the
Disinterested Directors shall not be required with respect to
any Proceeding commenced by such Indemnitee after a Change in
Control (as defined in Section 4.5(d)) has occurred.
(b) Effect of Amendments. The rights to
indemnification and advancement of expenses conferred in this
Article 4 shall be contract rights and shall vest at the
time a Director or officer shall take office. Neither the
amendment or repeal of, nor the adoption of a provision
inconsistent with,
II-3
any provision of this Article 4 (including, without
limitation, this Section 4.1(b)) shall adversely affect the
rights of any person who is or was a Director or officer under
this Article 4 with respect to any Proceeding arising out
of any action or omission occurring prior to such amendment,
repeal or adoption of an inconsistent provision, without the
written consent of such person.
4.2 Insurance, Contracts and Funding. The
Corporation may purchase and maintain insurance to protect
itself and any Director, officer, employee or agent of the
Corporation against any expenses, judgments, fines and amounts
paid in settlement as specified in Section 4.1(a) or
Section 4.6 of this Article 4 or incurred by any
Director, officer, employee or agent of the Corporation in
connection with any Proceeding referred to in such Sections, to
the fullest extent permitted by applicable law as then in
effect. The Corporation may enter into contracts with any
Director, officer, employee or agent of the Corporation or any
director, officer, employee, fiduciary or agent of any Covered
Entity in furtherance of the provisions of this Article 4
and may create a trust fund or use other means (including,
without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as
provided in this Article 4.
4.3 Indemnification; Not Exclusive Right. The right
of indemnification provided in this Article 4 shall not be
exclusive of any other rights to which any Indemnitee or
Potential Indemnitee may otherwise be entitled, and the
provisions of this Article 4 shall inure to the benefit of
the heirs and legal representatives of any Indemnitee or
Potential Indemnitee under this Article 4 and shall be
applicable to Proceedings commenced or continuing after the
adoption of this Article 4, whether arising from acts or
omissions occurring before or after such adoption.
4.4 Advancement of Expenses. Each Potential
Indemnitee shall be entitled to receive from time to time
advance payment of any expenses as and when actually and
reasonably incurred by such Potential Indemnitee in connection
with such Proceeding prior to a determination of such Potential
Indemnitee’s entitlement to indemnification in accordance
with Section 4.5(a). Each Potential Indemnitee may from
time to time submit one or more statements to the Corporation
requesting such advance payment, whether prior to or after final
disposition of such Proceeding, reasonably evidencing the
expenses incurred by such Potential Indemnitee and accompanied
by an undertaking by or on behalf of such Potential Indemnitee
to repay the amounts advanced if ultimately it should be
determined that such Potential Indemnitee is not entitled to be
indemnified against such expenses in accordance with this
Article 4. Notwithstanding the foregoing provisions of this
Section 4.4, the Corporation shall not advance expenses to
a Potential Indemnitee with respect to any Proceeding commenced
by such Potential Indemnitee unless the commencement of such
Proceeding by such Potential Indemnitee has been approved by a
majority vote of the Disinterested Directors; provided, however,
that such approval of a majority of the Disinterested Directors
shall not be required with respect to any Proceeding commenced
by such Potential Indemnitee after a Change in Control has
occurred.
4.5 Indemnification Procedures; Presumptions and Effect
of Certain Proceedings; Remedies. In furtherance, but
not in limitation, of the foregoing provisions of this Artic1e
4, the following procedures, presumptions and remedies shall
apply with respect to the right to indemnification under this
Article 4:
(a) Procedures for Determination of Entitlement to
Indemnification. (i) To obtain indemnification under this
Article 4, a Potential Indemnitee shall submit to the
Secretary of the Corporation a written request, including such
documentation and information as is reasonably available to the
Potential Indemnitee and reasonably necessary to determine
whether and to what extent the Potential Indemnitee is entitled
to indemnification (the “Supporting Documentation”).
The determination of the Potential Indemnitee’s entitlement
to indemnification shall be made not later than 60 days
after the later of (A) the receipt by the Corporation of
the written request for indemnification together with the
Supporting Documentation and (B) the receipt by the
Corporation of written notice of final disposition of the
Proceeding for which indemnification is sought. The
II-4
Secretary of the Corporation shall, promptly upon receipt of
such a request for indemnification, advise the Board in writing
that the Indemnitee has requested indemnification.
(ii) The Potential Indemnitee’s entitlement to
indemnification under this Article 4 shall be determined in
one of the following ways: (A) by a majority vote of the
Disinterested Directors whether or not they constitute a quorum
of the Board; (B) by a committee of the Disinterested
Directors designated by a majority vote of the Disinterested
Directors, whether or not they constitute a quorum of the Board;
(C) by a written opinion of Independent Counsel as defined
in Section 4.5(d)) if (x) a Change in Control shall
have occurred and the Potential Indemnitee so requests,
(y) a majority of such Disinterested Directors so directs
or (z) there are no Disinterested Directors; (D) by
the stockholders of the Corporation; or (E) as provided in
Section 4.5(b) of this Article 4.
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 4.5(a)(ii), a majority of the Disinterested
Directors (or, if there are no Disinterested Directors, the
General Counsel of the Corporation or, if the General Counsel is
or was a party to the Proceeding in respect of which
indemnification is sought, the highest ranking officer of the
Corporation who is not and was not a party to such Proceeding)
shall select the Independent Counsel, but only an Independent
Counsel to which the Potential Indemnitee does not reasonably
object; provided, however, that if a Change in Control shall
have occurred, the Potential Indemnitee shall select such
Independent Counsel, but only an Independent Counsel to which a
majority of the Disinterested Directors does not reasonably
object.
(b) Presumptions and Effect of Certain Proceedings. Except
as otherwise expressly provided in this Article 4, if a
Change in Control shall have occurred, the Potential Indemnitee
shall be presumed to be entitled to indemnification under this
Article 4 (with respect to actions or failures to act
occurring prior to such Change in Control) upon submission of a
request for indemnification together with the Supporting
Documentation in accordance with Section 4.5(a)(i) of this
Article 4, and thereafter the Corporation shall have the
burden of proof to overcome that presumption in reaching a
contrary determination. In any event, if the person or persons
empowered under Section 4.5(a) to determine entitlement to
indemnification shall not have been appointed or shall not have
made a determination within 60 days after the later of
(x) receipt by the Corporation of the written request for
indemnification together with the Supporting Documentation and
(y) the receipt by the Corporation of written notice of
final disposition of the Proceeding for which indemnification is
sought, the Potential Indemnitee shall be deemed to be, and
shall be, entitled to indemnification. The termination of any
Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
adversely affect the right of the Potential Indemnitee to
indemnification or create a presumption that the Potential
Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any
criminal Proceeding, that the Potential Indemnitee had
reasonable cause to believe that his or her conduct was unlawful.
(c) Remedies. (i) In the event that a
determination is made pursuant to Section 4.5(a) that the
Potential Indemnitee is not entitled to indemnification under
this Article 4, (A) the Potential Indemnitee shall be
entitled to seek an adjudication of his or her entitlement to
such indemnification either, at the Potential Indemnitee’s
sole option, in (x) an appropriate court of the state of
Delaware or any other court of competent jurisdiction or
(y) an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association;
(B) any such judicial proceeding or arbitration shall be de
novo and the Indemnitee shall not be prejudiced by reason of
such adverse determination; and (C) if a Change in Control
shall have occurred, in any such judicial proceeding or
arbitration, the Corporation shall have the burden of proving
that the Potential Indemnitee is not entitled to indemnification
under this Article 4 (with respect to actions or omissions
occurring prior to such Change in Control).
II-5
(ii) If a determination shall have been made or deemed to
have been made, pursuant to Section 4.5(a) or (b), that the
Potential Indemnitee is entitled to indemnification, the
Corporation shall be obligated to pay the amounts constituting
such indemnification within five days after such determination
has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the
Indemnitee misrepresented or failed to disclose a material fact
in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by
law. In the event that payment of indemnification is not made
within five days after a determination of entitlement to
indemnification has been made or deemed to have been made
pursuant to Section 4.5(a) or (b), the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation’s
obligation to pay to the Indemnitee such indemnification.
Notwithstanding the foregoing, the Corporation may bring an
action, in an appropriate court in the state of Delaware or any
other court of competent jurisdiction, contesting the right of
the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in Subclause (A) or
(B) of this subsection (each, a “Disqualifying
Event”); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of
such Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in
any judicial proceeding or arbitration commenced pursuant to
this Section 4.5(c) that the procedures and presumptions of
this Article 4 are not valid, binding and enforceable and
shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this
Article 4.
(iv) In the event that the Indemnitee or Potential
Indemnitee, pursuant to this Section 4.5(c), seeks a
judicial adjudication of or an award in arbitration to enforce
his or her rights under, or to recover damages for breach of,
this Article 4, such person shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation
against, any expenses actually and reasonably incurred by such
person in connection with such judicial adjudication or
arbitration. If it shall be determined in such judicial
adjudication or arbitration that such person is entitled to
receive part but not all of the indemnification or advancement
of expenses sought, the expenses incurred by such person in
connection with such judicial adjudication or arbitration shall
be prorated accordingly.
(d) Definitions. For purposes of this
Article 4:
(i) “Change in Control” means a change in control
of the Corporation of a nature that would be required to be
reported in response to Item 6(e) (or any successor
provision) of Schedule 14A of Regulation 14A (or any
amendment or successor provision thereto) promulgated under the
Exchange Act, as amended, whether or not the Corporation is then
subject to such reporting requirement; provided that, without
limitation, such a change in control shall be deemed to have
occurred if (A) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in
Rule 13d-3
under the Exchange Act), directly or indirectly, of securities
of the Corporation representing 20% or more of the voting power
of all outstanding shares of stock of the Corporation entitled
to vote generally in an election of Directors without the prior
approval of at least two-thirds of the members of the Board in
office immediately prior to such acquisition; (B) the
Corporation is a party to any merger or consolidation in which
the Corporation is not the continuing or surviving corporation
or pursuant to which shares of the Corporation’s common
stock would be converted into cash, securities or other
property, other than a merger of the Corporation in which the
holders of the Corporation’s common stock immediately prior
to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger;
(C) there is a sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all, or
substantially all, the assets of the Corporation, or liquidation
or dissolution of the Corporation; (D) the
II-6
Corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately
prior to such transaction or event constitute less than a
majority of the Board thereafter; or (E) during any period
of two consecutive years, individuals who at the beginning of
such period constituted the Board (including for this purpose
any new Director whose election or nomination for election by
the stockholders was approved by a vote of at least two-thirds
of the Directors then still in office who were Directors at the
beginning of such period) cease for any reason to constitute at
least a majority of the Board.
(ii) “Covered Entity” means, with respect to any
person, any corporation (other than the Corporation),
partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) in
respect of which such person is serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent.
(iii) “Disinterested Director” means a Director
who is not or was not a party to the Proceeding in respect of
which indemnification is sought by the Indemnitee or Potential
Indemnitee.
(iv) “Independent Counsel” means a law firm or a
member of a law firm that neither presently is, nor in the past
five years has been, retained to represent: (a) the
Corporation or the Indemnitee in any matter material to either
such party or (b) any other party to the Proceeding giving
rise to a claim for indemnification under this Article 4.
Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under applicable
standards of professional conduct then prevailing under the law
of the State of Delaware, would have a conflict of interest in
representing either the Corporation or the Indemnitee or
Potential Indemnitees in an action to determine the
Indemnitee’s or Potential Indemnitee’s rights under
this Article 4.
4.6 Indemnification of Employees and
Agents. Notwithstanding any other provision of this
Article 4, the Corporation, to the fullest extent permitted
by applicable law as then in effect, may indemnify any person
other than a Director or officer of the Corporation who is or
was an employee or agent of the Corporation and who is or was
involved in any manner (including, without limitation, as a
party or a witness) or is threatened to be made so involved in
any threatened, pending or completed Proceeding, by reason of
the fact that such person is or was an employee or agent of the
Corporation or was or is serving, at the request of the
Corporation, as a director, officer, employee, or agent of a
Covered Entity against all expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such
Proceeding. The Corporation may also advance expenses incurred
by such employee, fiduciary or agent in connection with any such
Proceeding, consistent with the provisions of applicable law as
then in effect. If made or advanced, such indemnification shall
be made and such reasonable expenses shall be advanced pursuant
to procedures to be established from time to time by the Board
or its designee(s).
4.7 Severability. If any of this Article 4
shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (i) the validity, legality and
enforceability of the remaining provisions of this
Article 4 (including, without limitation, all portions of
any Section of this Article 4 containing any such provision
held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Article 4
(including, without limitation, all portions of any Section of
this Article 4 containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.
II-7
Section 102(b)(7) of the Delaware General Corporation Law,
as amended, provides in regard to the limitation of liability of
directors and officers as follows:
(b) In addition to the matters required to be set forth in
the certificate of incorporation by subsection (a) of this
section, the certificate of incorporation may also contain any
or all of the following matters:
....
(7) A provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the
liability of a director: (i) For any breach of the
director’s duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law; (iii) under § 174 of this title; or
(iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes
effective. All references in this paragraph to a director shall
also be deemed to refer (x) to a member of the governing
body of a corporation which is not authorized to issue capital
stock, and (y) to such other person or persons, if any,
who, pursuant to a provision of the certificate of incorporation
in accordance with § 141(a) of this title, exercise or
perform any of the powers or duties otherwise conferred or
imposed upon the board of directors by this title.
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article SIXTH of the Company’s Amended and
Restated Certificate of Incorporation provides in regard to the
limitation of liability of directors and officers as follows:
To the fullest extent permitted by applicable law as then in
effect, no director or officer shall be personally liable to the
Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer, except for liability
(a) for any breach of the Director’s duty of loyalty
to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law,
(d) for any transaction from which the director derived an
improper personal benefit or (e) for any act or omission
occurring prior to the effective date of this
ARTICLE SIXTH. Any repeal or modification of this
ARTICLE SIXTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring
prior to such repeal or modification.
We have policies in force and effect that insure our directors
and officers against losses which they or any of them will
become legally obligated to pay by reason of any actual or
alleged error or misstatement or misleading statement or act or
omission or neglect or breach of duty by such directors and
officers in the discharge of their duties, individually or
collectively, or as a result of any matter claimed against them
solely by reason of their being directors or officers. Such
coverage is limited by the specific terms and provisions of the
insurance policies.
The underwriters or agents on whose behalf the agreements listed
as Exhibits 1.01 through 1.06 to this registration
statement will be executed will agree in those agreements to
indemnify directors and officers of the Company, and persons
controlling the Company, within the meaning of the Securities
Act, against certain liabilities that might arise out of or are
based upon certain information furnished to us by any such
underwriter or agent.
II-8
(a) Exhibits:
A list of Exhibits filed herewith is contained on the Index to
Exhibits and is incorporated herein by reference.
(b) Financial Statement Schedules:
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission, or the Commission, have been omitted because they
are not required, amounts which would otherwise be required to
be shown regarding any item are not material, are inapplicable,
or the required information has already been provided elsewhere
in the registration statement.
(a) Rule 415 Offering
The 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;
(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 in the 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) 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in 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 the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(4) That, for the purpose of determining liability under
the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
II-9
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the
initial distribution of the securities the undersigned
registrant undertake that in a primary offering of securities of
the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) Filings Incorporating Subsequent Exchange Act
Documents by Reference
The 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 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(c) SEC Position on Indemnification for Securities Act
Liabilities
Insofar as indemnifications for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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, if any, of the
registrant in the successful defense of any action, suit
II-10
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 controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(d) Qualification of Trust Indentures for Delayed
Offerings
The undersigned registrant hereby undertakes to file an
application for the purpose of determining eligibility of the
trustee to act under subsection (a) of section 310 of
the Trust Indenture Act (“Act”) in accordance
with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The
Hartford Financial Services Group, Inc. (i) certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and (ii) has duly caused this Registration Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hartford, Connecticut, on this 4th day of
August, 2010.
The Hartford Financial
Services Group, Inc.
Name: Alan J. Kreczko
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Title:
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Executive Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on
Form S-3
has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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*
Liam
E. McGee
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Chairman, President, Chief
Executive Officer and Director (Principal Executive Officer)
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August 4, 2010
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*
Christopher
J. Swift
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Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
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August 4, 2010
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*
Beth
A. Bombara
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Senior Vice President and Controller (Principal Accounting
Officer)
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August 4, 2010
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*
Robert
B. Allardice, III
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Director
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August 4, 2010
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*
Trevor
Fetter
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Director
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August 4, 2010
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*
Paul
G. Kirk, Jr.
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Director
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August 4, 2010
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*
Michael
G. Morris
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Director
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August 4, 2010
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*
Thomas
A. Renyi
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Director
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August 4, 2010
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*
Charles
B. Strauss
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Director
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August 4, 2010
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*
H.
Patrick Swygert
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Director
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August 4, 2010
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*By: /s/ ALAN
J.
KRECZKO As
Attorney-in-Fact
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II-12
EXHIBIT INDEX
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Exhibit
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No.
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Description
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1
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.01
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Form of Underwriting Agreement (Debt).
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1
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.02
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Form of Underwriting Agreement (Equity).*
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1
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.03
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Form of Underwriting Agreement (Preferred Securities).*
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1
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.04
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Form of Underwriting Agreement (Stock Purchase Contracts).*
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1
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.05
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Form of Underwriting Agreement (Stock Purchase Units).*
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1
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.06
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Form of Underwriting Agreement (Warrants).*
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4
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.01
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Amended and Restated Certificate of Incorporation of The
Hartford Financial Services Group, Inc. (incorporated herein by
reference to Exhibit 3.01 to The Hartford Financial
Services Group, Inc.’s Quarterly Report on
Form 10-Q
for the first quarter ended March 30, 2010).
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4
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.02
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Amended and Restated By-Laws of The Hartford Financial Services
Group, Inc., amended effective May 28, 2009 (incorporated
herein by reference to Exhibit 3.1 to The Hartford
Financial Services Group, Inc.’s Current Report on
Form 8-K,
filed March 9, 2010).
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4
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.03
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Certificate of Designation with respect to Series B
Non-Voting Contingent Convertible Preferred Stock, including
form of stock certificate (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on
Form 8-K/A
filed on October 17, 2008).
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4
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.04
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Certificate of Designation with respect to Series C
Non-Voting Contingent Convertible Preferred Stock, including
form of stock certificate (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on
Form 8-K/A
filed on October 17, 2008).
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4
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.05
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Certificate of Designations of 7.25% Mandatory Convertible
Preferred Stock, Series F (including form of stock
certificate), dated March 23, 2010 (incorporated herein by
reference to Exhibit 3.1 to The Hartford Financial Services
Group, Inc.’s Current Report on
Form 8-K,
filed March 23, 2010).
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4
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.06
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Deposit Agreement, dated as of March 23, 2010, among The
Hartford Financial Services Group, Inc., The Bank of New York
Mellon, as Depository, and holders from time to time of the
Receipt issued thereunder (including form of Depository Receipt)
(incorporated by reference to Exhibit 4.6 to The
Hartford’s Current Report on
Form 8-K,
filed March 23, 2010).
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4
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.07
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Senior Indenture, dated as of April 11, 2007, between The
Hartford Financial Services Group, Inc. and The Bank of New York
Mellon Trust Company, N.A. (formerly known as The Bank of
New York Trust Company, N.A.), as Trustee
(incorporated herein by reference to Exhibit 4.03 to The
Hartford Financial Services Group, Inc.’s Registration
Statement on
Form S-3
(Registration
No. 333-142044)
of The Hartford Financial Services Group, Inc., Hartford Capital
IV, Hartford Capital V and Hartford Capital VI).
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4
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.08
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Form of Subordinated Indenture (incorporated herein by reference
to Exhibit 4.04 to the Registration Statement on
Form S-3
(Registration
No. 333-108067)
of The Hartford Financial Services Group, Inc., Hartford Capital
IV, Hartford Capital V and Hartford Capital VI).
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4
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.09
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Junior Subordinated Indenture, dated as of June 6, 2008,
between The Hartford Financial Services Group, Inc. and The Bank
of New York Mellon Trust Company, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.1 to The
Hartford Financial Services Group, Inc.’s Current Report on
Form 8-K,
filed June 6, 2008).
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4
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.10
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Form of Depositary Receipt.*
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4
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.11
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Form of Deposit Agreement.*
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4
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.12
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Form(s) of Warrant Agreement(s), including form of Warrant.*
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4
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.13
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Warrant to Purchase Shares of Common Stock of The Hartford
Financial Services Group, Inc., dated as of June 26, 2009
(incorporated herein by reference to Exhibit 4.1 to The
Hartford Financial Services Group, Inc.’s Current Report on
Form 8-K,
filed June 26, 2009).
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4
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.14
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Form of Warrant to Purchase Shares of Series B Non-Voting
Contingent Convertible Preferred Stock (incorporated herein by
reference to Exhibit 4.2 to The Hartford Financial Services
Group, Inc.’s Current Report on
Form 8-K/A,
filed October 17, 2008).
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4
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.15
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Form of Warrant to Purchase Shares of Series C Non-Voting
Contingent Convertible Preferred Stock (incorporated herein by
reference to Exhibit 4.3 to The Hartford Financial Services
Group, Inc.’s Current Report on
Form 8-K/A,
filed October 17, 2008).
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4
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.16
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Specimen Common Share Certificate.
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4
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.17
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Form of Purchase Contract Agreement.*
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1
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Exhibit
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No.
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Description
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4
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.18
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Form of Pledge Agreement.*
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4
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.19
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Form of Global Security (Senior Debt) (included in
Exhibit 4.07).
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4
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.20
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Form of Global Security (Subordinated Debt) (included in
Exhibit 4.08).
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4
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.21
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Form of Global Security (Junior Subordinated Debt) (included in
Exhibit 4.09).
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4
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.22
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The Hartford Financial Services Group, Inc. 2010 Incentive Stock
Plan (incorporated herein by reference to Exhibit 10.1 to
The Hartford Financial Services Group, Inc.’s Current
Report on
Form 8-K,
filed May 25, 2010).
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5
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.01
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Opinion of Cleary Gottlieb Steen & Hamilton LLP.
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12
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.01
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Computation of Ratio of Earnings to Fixed Charges and Earnings
to Combined Fixed Charges and Preferred Stock Dividends.
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15
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.01
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Deloitte & Touche LLP Letter of Awareness.
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23
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.01
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Consent of Deloitte & Touche LLP.
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23
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.02
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Consent of Cleary Gottlieb Steen & Hamilton LLP
(included in Exhibit 5.01).
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24
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.01
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Power of Attorney of certain officers and directors of The
Hartford Financial Services Group, Inc.
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25
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.01
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Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A., as
Trustee for the Senior Debt Securities.
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25
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.02
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Statement of Eligibility under the Trust Indenture Act of
1939 of the Subordinated Trustee, as Trustee for the
Subordinated Debt
Securities.†
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25
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.03
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Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon Trust Company, N.A., as
Trustee for the Junior Subordinated Debt Securities.
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| *
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To be filed by amendment or by a report on
Form 8-K
pursuant to Item 601 of
Regulation S-K.
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| †
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To be filed in accordance with Section 305(b)(2) of the
Trust Indenture Act of 1939, as amended.
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2