POST EFFECTIVE AMENDMENT NO. 1 TO
FORM 8-A
FILED ON MAY 20, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Hartford Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3317783
(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Brian S. Becker
Senior Vice President & Corporate Secretary
The Hartford Financial Services Group, Inc. 06115
Hartford Plaza
Hartford, Connecticut (Zip Code)
(860) 547-5000
(Address of principal executive
offices of registrant)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
Normal Units New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: 333-103915 and 333-105392
Securities to be registered pursuant to Section 12(g) of the
Act: None
Explanatory Note
The purpose of this Amendment No. 1 to the Registration Statement on Form 8-A
filed by The Hartford Financial Services Group, Inc. (the "Company") on May 20,
2003, is solely to incorporate the definitive agreements included as Exhibits
4.5, 4.6, 4.7, 4.8 4.9 and 4.10 hereto.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1 Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The class of securities to be registered hereby are the Normal Units
("Normal Units") of the Company.
For a description of the Normal Units, reference is made to the
descriptions in the Company's Amendment No. 1 to Registration Statement
on Form S-3 (Registration No. 333-103915) (the "Registration
Statement"), filed with the Securities and Exchange Commission on April
10, 2003, and the Company's Prospectus Supplement, dated May 19, 2003,
filed with the Securities and Exchange Commission on May 20, 2003,
pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended,
which descriptions are hereby incorporated by reference herein.
Item 2 Exhibits.
--------
4.1 Amended and Restated Certificate of Incorporation of the
Company, amended effective May 1, 2002 (incorporated herein
by reference to Exhibit 3.01 to the Company's Form 10-Q for
the three month period ended March 31, 2002).
4.2 Amended and Restated By-Laws of the Company, amended
effective April 17, 2003 (incorporated herein by reference to
Exhibit 3.01 to the Company's Form 10-Q for the three month
period ended March 31, 2003).
4.3 Senior Indenture, dated as of October 20, 1995, between ITT
Hartford Group, Inc. and The Chase Manhattan Bank (National
Association) as Trustee (incorporated herein by reference to
Exhibit 4.03 to the Registration Statement on Form S-3
(Registration No. 333-103915) of the Company, Hartford
Capital IV, Hartford Capital V and Hartford Capital VI).
4.4 Supplemental Indenture No. 1, dated as of December 27, 2000,
to the Senior Indenture filed as Exhibit 4.3 hereto, between
the Company and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.30 to the
Registration Statement on Form S-3 (Registration No.
333-49666) of the Company, Hartford Capital III, Hartford
Capital IV and Hartford Capital V).
4.5 Supplemental Indenture No. 3, dated as of May 23,2003, to the
Senior Indenture filed as Exhibit 4.3 hereto, between the
Company and JPMorgan Chase Bank, as Trustee (incorporated
herein by reference to Exhibit 4.1 to the Form 8-K of the
Company, filed May 30, 2003).
4.6 Form of Global Note (included in the Supplemental Indenture
No. 3 filed as Exhibit 4.5 hereto).
4.7 Purchase Contract Agreement, dated as of May 23, 2003,
between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent (incorporated herein by reference to Exhibit
4.2 to the Form 8-K of the Company, filed May 30, 2003).
4.8 Form of Normal Unit Certificate (included in the
Purchase Contract Agreement filed as Exhibit 4.7 hereto).
4.9 Pledge Agreement, dated as of May 23, 2003, between the
Company and JPMorgan Chase Bank, as Collateral Agent,
Custodial Agent, Securities Intermediary and Purchase
Contract Agent (incorporated herein by reference to Exhibit
4.3 to the Form 8-K of the Company, filed May 30, 2003).
4.10 Remarketing Agreement, dated as of May 23, 2003, between the
Company, Goldman, Sachs & Co., as the Remarketing Agent,
and JPMorgan Chase Bank, as Purchase Contract Agent
(incorporated herein by reference to Exhibit 4.4 to the
Form 8-K of the Company, filed May 30, 2003).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ Brian S. Becker
----------------------------------------
Name: Brian S. Becker
Title: Senior Vice President &
Corporate Secretary
Date: June 3, 2003