Filed Pursuant to Rule 424(b)(5)
Registration No. 333-108067
PROSPECTUS SUPPLEMENT
MARCH 4, 2004
(TO PROSPECTUS DATED DECEMBER 3, 2003)
$200,000,000
[THE HARTFORD LOGO]
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
4.75% SENIOR NOTES DUE 2014
------------------------------
We are offering $200,000,000 aggregate principal amount of our 4.75% senior
notes due March 1, 2014. We will pay interest on these notes semi-annually in
arrears on March 1 and September 1 of each year, beginning on September 1, 2004.
The senior notes may be redeemed at any time and from time to time, at our
option, in whole or in part, as described in this prospectus supplement under
the caption "Description of the Notes -- Optional Redemption."
The senior notes will be our unsecured senior obligations and will rank
equally with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding.
------------------------------
Per Note Total
-------- ------------
Public offering price(1).............................. 99.311% $198,622,000
Underwriting discounts................................ 0.650% $ 1,300,000
Proceeds, before expenses, to The Hartford(1)......... 98.661% $197,322,000
---------------
(1) Plus accrued interest, if any, from March 9, 2004, if settlement occurs
after that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER SECURITIES
COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The underwriters expect to deliver the senior notes only in book-entry form
through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and Clearstream Banking, societe anonyme, on or about March 9, 2004.
------------------------------
Joint Book-Running Managers
BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC.
------------------------------
BB&T CAPITAL MARKETS
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
About This Prospectus Supplement............................ S-2
Forward-Looking Statements.................................. S-3
The Hartford Financial Services Group, Inc.................. S-4
Use of Proceeds............................................. S-5
Capitalization.............................................. S-6
Ratio of Consolidated Earnings to Total Fixed Charges....... S-7
Selected Financial Information.............................. S-8
Description of the Notes.................................... S-9
Certain United States Federal Income Tax Considerations..... S-14
Underwriting................................................ S-16
ERISA Considerations........................................ S-18
Validity of the Notes....................................... S-18
PROSPECTUS
About This Prospectus....................................... i
Forward-Looking Statements.................................. ii
The Hartford Financial Services Group, Inc. ................ 1
The Hartford Capital Trusts................................. 1
Use of Proceeds............................................. 3
Ratios of Consolidated Earnings to Total Fixed Charges and
Consolidated Earnings to Total Fixed Charges and
Preference Dividends...................................... 3
Description of the Debt Securities.......................... 3
Description of Junior Subordinated Debentures............... 15
Description of Capital Stock of The Hartford Financial
Services Group, Inc. ..................................... 26
Description of Depositary Shares............................ 33
Description of Warrants..................................... 35
Description of Stock Purchase Contracts and Stock Purchase
Units..................................................... 37
Description of Preferred Securities......................... 38
Description of Guarantee.................................... 49
Description of Corresponding Junior Subordinated
Debentures................................................ 51
Relationship Among the Preferred Securities, the
Corresponding Junior Subordinated Debentures and the
Guarantees................................................ 53
Plan of Distribution........................................ 54
Legal Opinions.............................................. 56
Experts..................................................... 56
Where You Can Find More Information......................... 56
Incorporation by Reference.................................. 56
------------------------------
You should rely only on information contained in this prospectus supplement
and the accompanying prospectus or information to which we have referred you. We
have not, and the underwriters have not, authorized anyone to provide you with
information that is different. This prospectus supplement and the accompanying
prospectus may only be used where it is legal to sell these securities. The
information in this prospectus supplement and the accompanying prospectus may
only be accurate as of the date of this prospectus supplement.
We are offering to sell, and are seeking offers to buy, the senior notes
(the "senior notes" or the "notes") only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the senior notes in certain
jurisdictions may be restricted by law. Persons outside the United States who
come into possession of this prospectus supplement and the accompanying
prospectus must inform themselves about and observe any restrictions relating to
the offering of the senior notes and the distribution of this prospectus
supplement and the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not constitute, and may
not be used in connection with, an offer to sell, or a solicitation of an offer
to buy, any securities offered by this prospectus supplement and the
accompanying prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this notes offering and also
adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The second part, the accompanying prospectus, gives
more general information, some of which may not apply to this offering.
If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
contained in this prospectus supplement.
Unless we have indicated otherwise, or the context otherwise requires,
references in this prospectus supplement and the accompanying prospectus to "The
Hartford," "we," "us" and "our" or similar terms are to The Hartford Financial
Services Group, Inc. and its subsidiaries.
S-2
FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus are forward-looking
statements. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and
include estimates and assumptions related to economic, competitive and
legislative developments. These forward-looking statements are subject to change
and uncertainty which are, in many instances, beyond our control and have been
made based upon management's expectations and beliefs concerning future
developments and their potential effect upon us. There can be no assurance that
future developments will be in accordance with management's expectations or that
the effect of future developments on us will be those anticipated by management.
Actual results could differ materially from those expected by us, depending on
the outcome of various factors. These factors include:
- the difficulty in predicting our potential exposure for asbestos and
environmental claims and related litigation, including our dispute with
Mac Arthur Company and its subsidiary, Western MacArthur Company, if the
conditions to the consummation of our settlement are not satisfied;
- the uncertain nature of damage theories and loss amounts and the
development of additional facts related to the September 11, 2001
terrorist attack;
- the uncertain impact on us of the Jobs and Growth Tax Relief
Reconciliation Act of 2003, in particular the reduction in tax rates on
long-term capital gains and most dividend distributions;
- the response of reinsurance companies under reinsurance contracts, the
impact of increasing reinsurance rates and the availability and adequacy
of reinsurance to protect us against losses;
- the inability to effectively mitigate the impact of equity market
volatility on our financial position and results of operations arising
from obligations under annuity product guarantees;
- the possibility of more unfavorable loss experience than anticipated;
- the possibility of general economic and business conditions that are less
favorable than anticipated;
- the incidence and severity of catastrophes, both natural and man-made;
- the effect of changes in interest rates, the stock markets or other
financial markets;
- stronger than anticipated competitive activity;
- unfavorable legislative, regulatory or judicial developments;
- our ability to distribute our products through distribution channels,
both current and future;
- the uncertain effects of emerging claim and coverage issues;
- the effect of assessments and other surcharges for guaranty funds and
second-injury funds and other mandatory pooling arrangements;
- a downgrade in our claims-paying, financial strength or credit ratings;
- the ability of our subsidiaries to pay dividends to us; and
- other factors described in such forward-looking statements.
S-3
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
GENERAL
We are a diversified insurance and financial services holding company. We
are 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. Our companies write
insurance primarily in the United States. At December 31, 2003, our total assets
were $225.9 billion and our total stockholders' equity was $11.6 billion.
We were formed in December 1985 as a wholly-owned subsidiary of ITT
Corporation. On December 19, 1995, all our outstanding shares were distributed
to ITT Corporation's stockholders and we became an independent company. On May
2, 1997, we changed our name from ITT Hartford Group, Inc. to our current name,
The Hartford Financial Services Group, Inc.
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 the dividends from our insurance company 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, including preferred stock. The Connecticut insurance holding
company laws limit the payment of dividends by Connecticut-domiciled insurers.
Under these laws, the insurance subsidiaries may only make their dividend
payments out of surplus. In addition, these laws require notice to and approval
by the Connecticut 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:
- 10% of the insurer's policyholder surplus as of December 31 of the
preceding year, or
- 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, calculated in accordance with the applicable insurance
holding company laws, 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. Our insurance subsidiaries are permitted to pay us
up to a maximum of approximately $1.4 billion in dividends in 2004 without prior
approval.
Our rights to participate in any distribution of the assets of any of our
subsidiaries, such as in a 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. Claims on these
subsidiaries by persons other than us include, as of December 31, 2003, claims
by policyholders for benefits payable amounting to $59.3 billion, claims by
separate account holders of $136.6 billion, and other liabilities including
claims of trade creditors, claims from guaranty associations and claims from
holders of debt obligations amounting to $18.3 billion.
Our principal executive offices are located at Hartford Plaza, Hartford,
Connecticut 06115, and our telephone number is (860) 547-5000.
S-4
USE OF PROCEEDS
We expect the net proceeds from the offering of the notes to be
approximately $197 million, after deducting underwriting discounts and the
estimated expenses of the offering that we will pay. We intend to contribute the
net proceeds to our subsidiary, Hartford Life, Inc. ("HLI"), which intends to
use the net proceeds, plus available cash, to redeem on March 15, 2004 $250
million aggregate principal amount of its 7.20% Junior Subordinated Deferrable
Interest Debentures, due June 30, 2038, underlying the 7.20% Trust Preferred
Securities, Series A, originally issued by Hartford Life Capital Trust I, of
which $250 million are outstanding.
S-5
CAPITALIZATION
The following table sets forth as of December 31, 2003 on a consolidated
basis:
- our actual capitalization;
- our capitalization as adjusted to give effect to the sale in a public
offering of our common stock in January 2004 for aggregate proceeds of
$411 million, and the application of the net proceeds from the sale of
our common stock and $17 million of other available funds to reduce
outstanding commercial paper; and
- our capitalization as further adjusted to give effect to the consummation
of the sale of the senior notes in this offering and the application of
the net proceeds from this offering, as described under "Use of
Proceeds," and other available funds, to redeem $250 million aggregate
principal amount of HLI's 7.20% Junior Subordinated Deferrable Interest
Debentures, due June 30, 2038.
The following data is qualified in its entirety by our financial statements
and other information contained elsewhere in this prospectus supplement and the
accompanying prospectus, or incorporated by reference.
AS OF DECEMBER 31, 2003
-----------------------------------------
AS ADJUSTED AS FURTHER
FOR THE ADJUSTED
COMMON FOR THIS
STOCK OFFERING OFFERING
AND AND
APPLICATION OF APPLICATION OF
ACTUAL PROCEEDS PROCEEDS
------- -------------- --------------
(UNAUDITED, IN MILLIONS)
Short-Term Debt (includes current maturities of long-term
debt)..................................................... $ 1,050 $ 622 $ 622
Long-Term Debt (includes junior subordinated debentures).... 4,613 4,613 4,563
Equity Excluding Accumulated Other Comprehensive Income, Net
of Tax.................................................... 10,393 10,804 10,804
Accumulated Other Comprehensive Income, Net of Tax.......... 1,246 1,246 1,246
------- ------- -------
Total Stockholders' Equity.................................. 11,639 12,050 12,050
------- ------- -------
Total Capitalization........................................ $17,302 $17,285 $17,235
------- ------- -------
S-6
RATIO OF CONSOLIDATED EARNINGS TO TOTAL FIXED CHARGES
For purposes of computing the ratio of consolidated earnings to total fixed
charges, "earnings" consist of income from operations before United States
federal income taxes and fixed charges. "Fixed charges" consist of interest
expense (including interest credited to contract holders), capitalized interest,
amortization of debt expense and an imputed interest component for rental
expense.
The following table sets forth our ratio of consolidated earnings to total
fixed charges for the years and the periods indicated ($ in millions):
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Ratio of Consolidated Earnings to Total Fixed Charges....... NM(1) 1.8 1.2(2) 2.1 1.9
Deficiency of Consolidated Earnings to Total Fixed
Charges................................................... $550(3) -- -- -- --
---------------
(1) NM: not meaningful.
(2) For 2001, the calculation of the ratio of consolidated earnings to total
fixed charges reflects before-tax losses of $678 relating to the terrorist
attack on September 11, 2001.
(3) Represents additional earnings that would be necessary to result in a one to
one ratio of consolidated earnings to total fixed charges. This amount
reflects a before-tax charge of $2,604 related to our 2003 asbestos reserve
addition.
S-7
SELECTED FINANCIAL INFORMATION
The selected income statement information for each of the years during the
four year period ended December 31, 2003 and the selected balance sheet
information at each of December 31, 2003, 2002 and 2001 in the table below were
derived from our audited consolidated financial statements which were audited by
Deloitte & Touche LLP, independent public accountants. The selected income
statement information for the year ended December 31, 1999 and the selected
balance sheet information at each of December 31, 2000 and 1999 were derived
from our audited consolidated financial statements which were audited by Arthur
Andersen LLP, independent public accountants. This table should be read in
conjunction with our consolidated financial statements and the related notes
that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.
YEAR ENDED DECEMBER 31,
----------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(IN MILLIONS, EXCEPT FOR PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues(1)........................................... $ 18,733 $ 16,417 $ 15,980 $ 15,312 $ 13,945
======== ======== ======== ======== ========
Net income (loss)(2)(3)............................... $ (91) $ 1,000 $ 507 $ 974 $ 862
======== ======== ======== ======== ========
EARNINGS (LOSS) PER SHARE DATA:
Basic(2)(3)......................................... $ (0.33) $ 4.01 $ 2.13 $ 4.42 $ 3.83
Diluted(2)(3)(4).................................... $ (0.33) $ 3.97 $ 2.10 $ 4.34 $ 3.79
Dividends declared per common share................... $ 1.09 $ 1.05 $ 1.01 $ 0.97 $ 0.92
BALANCE SHEET DATA:
Assets................................................ $225,853 $181,975 $181,593 $171,951 $167,486
-------- -------- -------- -------- --------
Long-term debt........................................ $ 4,613 $ 4,064 $ 3,377 $ 3,105 $ 2,798
Total stockholders' equity............................ $ 11,639 $ 10,734 $ 9,013 $ 7,464 $ 5,466
-------- -------- -------- -------- --------
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(1) The year ended December 31, 2001 includes a $91 reduction in premiums from
reinsurance cessions related to the terrorist attack on September 11, 2001.
(2) The year ended December 31, 2003 includes an after-tax charge of $1,701
related to our 2003 asbestos reserve addition, $40 of after-tax expense
related to the settlement of the Bancorp Services, LLC ("Bancorp")
litigation dispute, $30 of tax benefits at HLI primarily related to the
favorable treatment of certain tax items arising during the 1996-2002 tax
years and $27 after-tax of severance charges. The year ended December 31,
2002 includes $76 of tax benefit at HLI and $11 of after-tax expense related
to Bancorp. The year ended December 31, 2001 includes $440 of losses related
to the terrorist attack on September 11, 2001 and $130 of tax benefit at
HLI.
(3) The year ended December 31, 2001 includes a $34 after-tax charge related to
the cumulative effect of accounting changes for our adoption of Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" and Emerging Issues Task Force Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets."
(4) As a result of the net loss for the year ended December 31, 2003, SFAS No.
128, "Earnings Per Share", requires us to use basic weighted average common
shares outstanding in the calculation of diluted earnings (loss) per share
for the year ended December 31, 2003, since the inclusion of options of 1.8
would have been antidilutive to the earnings per share calculation. In the
absence of the net loss, weighted average common shares outstanding and
dilutive potential common shares would have totaled 274.2.
S-8
DESCRIPTION OF THE NOTES
GENERAL
The notes will only be issued in fully registered form in denominations of
$1,000 and multiples of $1,000. The notes will mature on March 1, 2014. The
accompanying prospectus describes additional provisions of the notes and of the
indenture between us and JPMorgan Chase Bank, as trustee, under which we will
issue the notes. There is no limit on the aggregate principal amount of notes of
this series that we may issue. Subject to certain tax limitations, we reserve
the right, from time to time and without the consent of any holders of any of
the notes, to re-open this series of notes on terms identical in all respects to
the outstanding notes (except the date of issuance, the date interest begins to
accrue and, in certain circumstances, the first interest payment date), so that
such additional notes shall be consolidated with, form a single issue with and
increase the aggregate principal amount of the notes.
The notes will bear interest at the rate of 4.75% per year from March 9,
2004. We will pay interest semi-annually in arrears on March 1 and September 1
of each year, commencing September 1, 2004, to the record holders on the
preceding February 15 or August 15. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.
RANKING
The notes will be our unsecured senior indebtedness and will rank equally
with all of our other unsecured and unsubordinated indebtedness from time to
time outstanding.
OPTIONAL REDEMPTION
We may redeem the notes at our option, in whole or in part, at any time and
from time to time, at a redemption price equal to the greater of:
- 100% of the principal amount of the notes to be redeemed; or
- the sum of the present values of the remaining scheduled payments of
principal and interest on the notes to be redeemed (exclusive of interest
accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the then current Treasury Rate plus 15 basis points.
In each case, we will pay accrued and unpaid interest on the principal amount
being redeemed to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
that we appoint to act as the Independent Investment Banker from time to time.
"Reference Treasury Dealer" means each of Banc of America Securities LLC
and Banc One Capital Markets, Inc. and their respective successors, and two
other firms that are primary U.S. Government securities dealers (each a "Primary
Treasury Dealer") which we specify from time to time; provided, however, that if
any of them ceases to be a Primary Treasury Dealer, we will substitute another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the
S-9
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding
such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
year equal to: (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue; provided that,
if no maturity is within three months before or after the Remaining Life of the
notes to be redeemed, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per year equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
business day preceding the redemption date.
Notice of redemption will be mailed at least 30 but not more than 60 days
before the redemption date to each holder of record of the notes to be redeemed
at its registered address. The notice of redemption for the notes will state,
among other things, the amount of notes to be redeemed, the redemption date, the
manner in which the redemption price will be calculated and the place or places
that payment will be made upon presentation and surrender of notes to be
redeemed. Unless we default in the payment of the redemption price, interest
will cease to accrue on any notes that have been called for redemption at the
redemption date.
DEFEASANCE
The provisions of the indenture relating to defeasance, which are described
under the caption "Description of the Debt Securities -- Defeasance and Covenant
Defeasance" in the accompanying prospectus, will apply to the notes.
BOOK-ENTRY; DELIVERY AND FORM
The notes will be represented by one or more global notes that will be
deposited with and registered in the name of the Depository Trust Company
("DTC") or its nominee. We will not issue certificated notes, except in the
limited circumstances described below. Transfers of ownership interests in the
global notes will be effected only through entries made on the books of DTC
participants acting on behalf of beneficial owners. You, as the beneficial owner
of notes, will not receive certificates representing ownership interests in the
global notes, except in the event that use of the book-entry system for the
notes is discontinued. You will not receive written confirmation from DTC of
your purchase. The direct or indirect participants through whom you purchased
the notes should send you written confirmations providing details of your
transactions, as well as periodic statements of your holdings. The direct and
indirect participants are responsible for keeping accurate account of the
holdings of their customers like you. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in the global notes.
So long as DTC or its nominee is the registered owner and holder of the
global notes, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the notes represented by the global notes for all
purposes under the indenture relating to the notes. Except as provided below,
you, as the beneficial owner of interests in the global notes, will not be
entitled to have notes registered in your name, will not receive or be entitled
to receive physical delivery of notes in definitive form and will not be
considered the owner or holder thereof under the indenture. Accordingly, you, as
the beneficial owner, must
S-10
rely on the procedures of DTC and, if you are not a DTC participant, on the
procedures of the DTC participants through which you own your interest, to
exercise any rights of a holder under the indenture.
Neither we, the trustee, nor any other agent of ours or agent of the
trustee will have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership interests in
global notes or for maintaining, supervising or reviewing any records relating
to the beneficial ownership interests. DTC's practice is to credit the accounts
of DTC's direct participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in a security as
shown on the records of DTC, unless DTC has reason to believe that it will not
receive payment on the payment date. The underwriters will initially designate
the accounts to be credited. Beneficial owners may experience delays in
receiving distributions on their notes because distributions will initially be
made to DTC and they must be transferred through the chain of intermediaries to
the beneficial owner's account. Payments by DTC participants to you will be the
responsibility of the DTC participant and not of DTC, the trustee or us.
Accordingly, we and any paying agent will have no responsibility or liability
for: any aspect of DTC's records relating to, or payments made on account of,
beneficial ownership interests in notes represented by a global securities
certificate; any other aspect of the relationship between DTC and its
participants or the relationship between those participants and the owners of
beneficial interests in a global securities certificate held through those
participants; or the maintenance, supervision or review of any of DTC's records
relating to those beneficial ownership interests.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
We have been informed that, under DTC's existing practices, if we request
any action of holders of senior notes, or an owner of a beneficial interest in a
global security such as you desires to take any action which a holder of notes
is entitled to take under the indenture, DTC would authorize the direct
participants holding the relevant beneficial interests to take such action, and
those direct participants and any indirect participants would authorize
beneficial owners owning through those direct and indirect participants to take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.
Clearstream and Euroclear have provided us with the following information
and neither we nor the underwriters take any responsibility for its accuracy:
Clearstream
Clearstream is incorporated under the laws of Luxembourg as a professional
depositary. Clearstream holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between
Clearstream participants through electronic book-entry changes in accounts of
Clearstream participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream participants, among other
things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic securities markets in several countries. As
a professional depositary, Clearstream is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector (Commission de
Surveillance du Secteur Financier). Clearstream participants include
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the underwriters.
Clearstream's U.S. participants are limited to securities brokers and dealers
and banks. Indirect access to Clearstream is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream participant either directly or
indirectly.
Distributions with respect to notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream participants in accordance with
its rules and procedures, to the extent received by the U.S. depositary for
Clearstream.
S-11
Euroclear
Euroclear was created in 1968 to hold securities for participants of
Euroclear and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Euroclear performs
various other services, including securities lending and borrowing and interacts
with domestic markets in several countries. Euroclear is operated by Euroclear
Bank S.A/N.V. under contract with Euroclear plc, a U.K. corporation. All
operations are conducted by the Euroclear operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear
operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on
behalf of Euroclear participants. Euroclear participants include banks,
including central banks, securities brokers and dealers and other professional
financial intermediaries and may include the underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant, either directly or
indirectly.
The Euroclear operator is a Belgian bank. As such it is regulated by the
Belgian Banking and Finance Commission.
Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific clearance accounts. The
Euroclear operator acts under the Terms and Conditions only on behalf of
Euroclear participants and has no record of or relationship with persons holding
through Euroclear participants.
Distributions with respect to notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear participants in accordance
with the Terms and Conditions, to the extent received by the U.S. depositary for
Euroclear.
Euroclear has further advised us that investors who acquire, hold and
transfer interests in the notes by book-entry through accounts with the
Euroclear operator or any other securities intermediary are subject to the laws
and contractual provisions governing their relationship with their intermediary,
as well as the laws and contractual provisions governing the relationship
between such an intermediary and each other intermediary, if any, standing
between themselves and the global securities certificates.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately
available funds using DTC's Same Day Funds Settlement System. Secondary market
trading between Clearstream participants and/or Euroclear participants will
occur in the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear participants, on the other, will be effected through
DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. depositary; however, such cross market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering
or receiving notes through DTC, and making or receiving payment in accordance
with normal procedures for same day funds
S-12
settlement applicable to DTC. Clearstream participants and Euroclear
participants may not deliver instructions directly to their respective U.S.
depositaries.
Because of time zone differences, credits of notes received through
Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any transactions
in such notes settled during such processing will be reported to the relevant
Euroclear participants or Clearstream participants on such business day. Cash
received in Clearstream or Euroclear as a result of sales of notes by or through
a Clearstream participant or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC,
Clearstream and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be modified or discontinued
at any time. Neither we nor the paying agent will have any responsibility for
the performance by DTC, Euroclear or Clearstream or their respective direct or
indirect participants of their obligations under the rules and procedures
governing their operations.
S-13
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of certain United States federal
income tax considerations relating to the purchase, ownership and disposition of
notes to holders who purchase notes at their original offering price and hold
the notes as capital assets. Except as provided below, this discussion applies
only to (1) an individual citizen or resident of the United States, (2) a
corporation, or other entity taxable as a corporation, created or organized in
or under the laws of the United States or any state thereof or the District of
Columbia or (3) a partnership, estate or trust treated, for United States
federal income tax purposes, as a domestic partnership, estate or trust
(referred to as a "U.S. holder"). This discussion is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations (including
proposed Treasury regulations) issued thereunder, Internal Revenue Service
rulings and pronouncements and judicial decisions now in effect, all of which
are subject to change, possibly with retroactive effect.
This discussion does not address all aspects of United States federal
income taxation that may be relevant to holders in light of their particular
circumstances, such as holders who are subject to special tax treatment (for
example, (1) banks, regulated investment companies, insurance companies, dealers
in securities or currencies or tax-exempt organizations, (2) persons holding
senior notes as part of a straddle, hedge, conversion transaction or other
integrated investment or (3) persons whose functional currency is not the U.S.
dollar), some of which may be subject to special rules, nor does it address
alternative minimum taxes, federal estate taxes or state, local or foreign
taxes. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF
NOTES IN LIGHT OF THEIR OWN CIRCUMSTANCES.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
The notes will not be issued with an issue price that is less than their
stated redemption price at maturity by more than the statutory de minimis
amount. As a result, the notes will not be subject to the original issue
discount ("OID") rules, so that U.S. holders will generally be taxed on the
stated interest on the notes as ordinary income at the time it is paid or
accrued in accordance with the U.S. holder's regular method of tax accounting.
SALE, EXCHANGE, RETIREMENT OR OTHER DISPOSITION OF THE SENIOR NOTES
Upon the sale, exchange, retirement or other disposition of a note, a U.S.
holder will generally recognize taxable gain or loss in an amount equal to the
difference between the amount realized by such U.S. holder and such U.S.
holder's adjusted tax basis in the notes. Any gain or loss so recognized will
generally be capital gain or loss and be long-term capital gain or loss if the
U.S. holder has held the notes for more than one year at the time of
disposition. A reduced tax rate on long-term capital gain may apply to
individual holders. The deductibility of capital losses is subject to
limitations.
NON-U.S. HOLDERS
If an investor is not a U.S. holder as defined above (a "non-U.S. holder"),
payments received with respect to the notes should not be subject to United
States withholding tax, provided that such non-U.S. holder (1) does not actually
or constructively hold 10% or more of the combined voting power of all classes
of our stock that are entitled to vote within the meaning of section 871(h)(3)
of the Code, (2) is not a controlled foreign corporation for United States
federal income tax purposes that is related to us through stock ownership and
(3) complies with applicable certification requirements relating to its non-U.S.
status (including, in general, furnishing an IRS Form W-8BEN or a substitute
form).
In general, United States federal withholding tax will not apply to any
gain or income realized by a non-U.S. holder on the sale, exchange or other
disposition of the notes.
S-14
BACKUP WITHHOLDING AND INFORMATION REPORTING
Unless a U.S. holder is an exempt recipient, such as a corporation,
payments under the notes and the proceeds received from the sale or other
disposition of notes may be subject to information reporting and may also be
subject to United States federal backup withholding tax at the applicable rate
if such U.S. holder fails to supply an accurate taxpayer identification number
or otherwise fails to comply with applicable United States information reporting
or certification requirements. Any amounts so withheld may be allowed as a
credit against the holder's United States federal income tax liability provided
the required information is furnished to the IRS.
A U.S. holder will also be subject to information reporting with respect to
payments on the notes and proceeds from the sale or other disposition of the
notes, unless such U.S. holder is a corporation or other exempt recipient and
appropriately establishes that exemption.
A non-U.S. holder may have to comply with certification procedures to
establish that such holder is not a United States person in order to avoid
information reporting and backup withholding tax.
S-15
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement, the
underwriters named below have severally agreed to purchase from us, and we have
agreed to sell, the principal amount of senior notes listed opposite their names
below at the public offering price less the underwriting discount set forth on
the cover page of this prospectus supplement:
PRINCIPAL
UNDERWRITERS AMOUNT OF NOTES
------------ ---------------
Banc of America Securities LLC ............................. $ 88,000,000
Banc One Capital Markets, Inc. ............................. 88,000,000
BB&T Capital Markets, a division of Scott and Stringfellow,
Inc. ..................................................... 24,000,000
------------
Total..................................................... $200,000,000
============
The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes offered hereby are subject to certain
conditions and that the underwriters will purchase all of the notes offered by
this prospectus supplement if any of these notes are purchased.
We have been advised by the representatives of the underwriters that the
underwriters propose to offer the notes directly to the public at the public
offering price set forth on the cover page of this prospectus supplement and to
certain dealers at such price less a concession not in excess of .400% of the
principal amount of the notes. The underwriters may allow, and such dealers may
re-allow, a concession not in excess of .250% of the principal amount of the
notes to certain other dealers. After the initial public offering,
representatives of the underwriters may change the offering price and other
selling terms.
We estimate that our share of the total expenses of this offering,
excluding the underwriting discount, will be approximately $425,000.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, and to
contribute to payments the underwriters may be required to make in respect of
any of these liabilities.
The notes are a new issue of securities with no established trading market.
The notes will not be listed on any securities exchange or on any automated
dealer quotation system. The underwriters may make a market in the notes after
completion of the offering, but will not be obligated to do so and may
discontinue any market-making activities at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes
or that an active public market for the notes will develop. If an active public
trading market for the notes does not develop, the market price and liquidity of
the notes may be adversely affected.
In connection with the offering of the notes, certain of the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the notes. Specifically, the underwriters may overallot in connection
with the offering, creating a short position. In addition, the underwriters may
bid for, and purchase, the notes in the open market to cover short positions or
to stabilize the price of the notes. Any of these activities may stabilize or
maintain the market price of the notes above independent market levels, but no
representation is made hereby of the magnitude of any effect that the
transactions described above may have on the market price of the notes. The
underwriters will not be required to engage in these activities, and may engage
in these activities, and may end any of these activities at any time without
notice.
Each underwriter has represented, warranted and agreed that: (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
closing date, will not offer or sell any notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom
S-16
within the meaning of the Public Offers of Securities Regulations 1995; (ii) it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 ("FSMA")) received by it in connection with the issue or sale of any
notes in circumstances in which section 21(1) of the FSMA does not apply to the
Issuer; and (iii) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the notes in,
from or otherwise involving the United Kingdom.
The notes may not be offered, sold, transferred or delivered in or from The
Netherlands, as part of their initial distribution or as part of any
re-offering, and neither this prospectus supplement, the accompanying prospectus
nor any other document in respect of the offering may be distributed or
circulated in The Netherlands, other than to persons who trade or invest in
securities in the conduct of a profession or business (which include banks,
stockbrokers, insurance companies, investment undertakings, pension funds, other
institutional investors and finance companies and treasury departments of large
enterprises) or in circumstances where one of the exceptions to or exemptions
from the prohibition contained in article 3(1) of the Securities Transactions
Supervision Act 1995 ("Wet toezicht effectenverkeer 1995") applies.
The notes have not been and will not be registered under the Securities and
Exchange Law of Japan. Each underwriter has represented and agreed that it has
not offered or sold, and it will not offer or sell, directly or indirectly, any
of the Company's notes in Japan or to, or for the account or benefit of, any
resident of Japan or to, or for the account or benefit, of any resident for
reoffering or resale, directly or indirectly, in Japan or to, or for the account
or benefit of, any resident of Japan except (i) pursuant to an exemption from
the registration requirements of, or otherwise in compliance with, the
Securities and Exchange Law of Japan and (ii) in compliance with the other
relevant laws and regulations of Japan.
The notes may not be offered or sold by means of any document other than to
persons whose ordinary business is to buy or sell shares or debentures, whether
as principal or agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong,
and no advertisement, invitation or document relating to the notes may be
issued, whether in Hong Kong or elsewhere, which is directed at, or the contents
of which are likely to be accessed or read by, the public in Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
thereunder.
This prospectus has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus and any other document or
material in connection with the offer or sale, or invitation or subscription or
purchase, of the notes may not be circulated or distributed, nor may the notes
be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to the public or any member of the
public in Singapore other than to an institutional investor or other person
specified in Section 274 of the Securities and Futures Act, chapter 289 of
Singapore (the "Securities and Futures Act"), to a sophisticated investor, and
in accordance with the conditions specified, in Section 275 of the Securities
and Futures Act or (c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the Securities and Futures Act.
The underwriters and their affiliates have provided and in the future may
continue to provide investment banking and other financial services, including
the provision of credit facilities, to us in the ordinary course of business for
which they have received and will receive customary compensation.
S-17
ERISA CONSIDERATIONS
Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), prohibit pension, profit-sharing or other employee benefit
plans, as well as individual retirement accounts and Keogh plans subject to
Section 4975 of the Code ("Plans"), from engaging in certain transactions
involving "plan assets" with persons who are "parties in interest" under ERISA
or "disqualified persons" under the Code ("Parties in Interest") with respect to
certain Plans. As a result of our business, we may be a Party in Interest with
respect to certain Plans. Where we are a Party in Interest with respect to a
Plan (either directly or by reason of our ownership of our subsidiaries), the
purchase and holding of the senior notes by or on behalf of the Plan may be a
prohibited lending transaction under Section 406(a)(1) of ERISA and Section
4975(c)(1) of the Code, unless exemptive relief were available under an
applicable administrative exemption (as described below) or there was some other
basis on which the transaction was not prohibited.
Accordingly, the notes may not be purchased or held by any Plan, any entity
whose underlying assets include "plan assets" by reason of any Plan's investment
in the entity (a "Plan Asset Entity") or any person investing "plan assets" of
any Plan, unless such purchaser or holder is eligible for the exemptive relief
available under prohibited Transaction Class Exemption ("PTCE") 96-23, 95-60,
91-38, 90-1 or 84-14 issued by the U.S. Department of Labor or there was some
other basis on which the purchase and holding of the notes by the Plan Asset
Entity is not prohibited. Any purchaser or holder of the senior notes or any
interest therein will be deemed to have represented by its purchase and holding
thereof that either (a) it is not a Plan or a Plan Asset Entity and is not
purchasing the notes on behalf of or with "plan assets" of any Plan or (b) its
purchase and holding of the senior notes is eligible for the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or there is some basis
on which such purchase and holding is not prohibited.
Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to
these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but
may be subject to similar rules under other applicable laws or documents. Due to
the complexity of the applicable rules, it is particularly important that
fiduciaries or other persons considering purchasing the notes on behalf of or
with "plan assets" of any Plan consult with their counsel regarding the relevant
provisions of ERISA and the Code and the availability of exemptive relief under
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for us by Debevoise &
Plimpton LLP, 919 Third Avenue, New York, New York 10022, and for the
underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York
10017. This statement supersedes the "Legal Opinions" section in the
accompanying prospectus.
S-18
PROSPECTUS
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
DEBT SECURITIES
JUNIOR SUBORDINATED DEBENTURES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
HARTFORD CAPITAL IV
HARTFORD CAPITAL V
HARTFORD CAPITAL VI
PREFERRED SECURITIES GUARANTEED
AS DESCRIBED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
BY THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By this prospectus, we may offer from time to time up to $3,000,000,000 of
any combination of the securities described in this prospectus.
We will provide specific terms of the securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest. A supplement may also change or update information contained in this
prospectus.
We will not use this prospectus to confirm sales of any of our securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
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. They have not made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
The date of this prospectus is December 3, 2003
TABLE OF CONTENTS
PAGE
----
ABOUT THIS PROSPECTUS....................................... i
FORWARD-LOOKING STATEMENTS.................................. ii
THE HARTFORD FINANCIAL SERVICES GROUP, INC.................. 1
THE HARTFORD CAPITAL TRUSTS................................. 1
USE OF PROCEEDS............................................. 3
RATIOS OF CONSOLIDATED EARNINGS TO TOTAL FIXED CHARGES AND
CONSOLIDATED EARNINGS TO TOTAL FIXED CHARGES AND
PREFERENCE DIVIDENDS...................................... 3
DESCRIPTION OF THE DEBT SECURITIES.......................... 3
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES............... 15
DESCRIPTION OF CAPITAL STOCK OF THE HARTFORD FINANCIAL
SERVICES GROUP, INC....................................... 26
DESCRIPTION OF DEPOSITARY SHARES............................ 33
DESCRIPTION OF WARRANTS..................................... 35
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
UNITS..................................................... 37
DESCRIPTION OF PREFERRED SECURITIES......................... 38
DESCRIPTION OF GUARANTEE.................................... 49
DESCRIPTION OF CORRESPONDING JUNIOR SUBORDINATED
DEBENTURES................................................ 51
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE
CORRESPONDING JUNIOR SUBORDINATED DEBENTURES AND THE
GUARANTEES................................................ 53
PLAN OF DISTRIBUTION........................................ 54
LEGAL OPINIONS.............................................. 56
EXPERTS..................................................... 56
WHERE YOU CAN FIND MORE INFORMATION......................... 56
INCORPORATION BY REFERENCE.................................. 56
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the securities described in the prospectus
from time to time. This prospectus provides you with a general description of
the securities we may offer. We may also add, update or change information
contained in this prospectus through one or more supplements to this prospectus.
Any statement that we make in this prospectus will be modified or superseded by
any inconsistent statement made by us in a prospectus supplement. The rules of
the Securities and Exchange Commission allow us to incorporate by reference
information into this prospectus. This information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Securities and Exchange Commission 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."
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by The Hartford Financial Services Group,
Inc., or any underwriter, agent, dealer or remarketing firm. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of The Hartford Financial Services Group, Inc. since the date hereof or
that the information contained or incorporated by reference herein is correct as
of any time subsequent to the date of such information. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
by anyone in any
i
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
Unless otherwise indicated, or the context otherwise requires, references
in this prospectus to "The Hartford," "we," "us" and "our" or similar terms are
to The Hartford Financial Services Group, Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this prospectus or incorporated by
reference are forward-looking statements. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty which are, in many instances, beyond our
control and have been made based upon management's expectations and beliefs
concerning future developments and their potential effect upon us. There can be
no assurance that future developments will be in accordance with management's
expectations or that the effect of future developments on us will be those
anticipated by management. Actual results could differ materially from those
expected by us, depending on the outcome of various factors. These factors
include:
- the difficulty in predicting our potential exposure for asbestos and
environmental claims and related litigation, in particular, significant
uncertainty with regard to the outcome of our current dispute with Mac
Arthur Company and its subsidiary, Western MacArthur Company;
- the uncertain nature of damage theories and loss amounts and the
development of additional facts related to the September 11 terrorist
attack;
- the uncertain effect on us of the Jobs and Growth Tax Relief
Reconciliation Act of 2003, in particular the reduction in tax rates on
long-term capital gains and most dividend distributions;
- the response of reinsurance companies under reinsurance contracts, the
impact of increasing reinsurance rates, and the availability and adequacy
of reinsurance to protect us against losses;
- the inability to effectively mitigate the impact of equity market
volatility on our financial position and results of operations arising
from obligations under annuity product guarantees;
- the possibility of more unfavorable loss experience than anticipated;
- the possibility of general economic and business conditions that are less
favorable than anticipated;
- the incidence and severity of catastrophes, both natural and man-made;
- the effect of changes in interest rates, the stock markets or other
financial markets;
- stronger than anticipated competitive activity;
- unfavorable legislative, regulatory or judicial developments;
- our ability to distribute our products through distribution channels,
both current and future;
- the uncertain effects of emerging claims and coverage issues;
- the effect of assessments and other surcharges for guaranty funds and
second-injury funds and other mandatory pooling arrangements;
- a downgrade in our claims-paying, financial strength or credit ratings;
- the ability of our subsidiaries to pay dividends to us; and
- other factors described in such forward-looking statements.
ii
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
We are a diversified insurance and financial services holding company. We
are 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. Our companies write
insurance primarily in the United States. At September 30, 2003, our total
assets were $211.36 billion and our total stockholders' equity was $11.34
billion.
We were formed in December 1985 as a wholly owned subsidiary of ITT
Corporation. On December 19, 1995, all our outstanding shares were distributed
to ITT Corporation's stockholders and we became an independent company. On May
2, 1997, we changed our name from ITT Hartford Group, Inc. to our current name,
The Hartford Financial Services Group, Inc.
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 the dividends from our insurance company 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, including preferred stock. The Connecticut insurance holding
company laws limit the payment of dividends by Connecticut-domiciled insurers.
Under these laws, the insurance subsidiaries may only make their dividend
payments out of surplus. In addition, these laws require notice to and approval
by the Connecticut 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:
- 10% of the insurer's policyholder surplus as of December 31 of the
preceding year, or
- 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, calculated in accordance with the applicable insurance
holding company laws, 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. As of November 1, 2003, our insurance subsidiaries
are permitted to pay us up to a maximum of approximately $1.1 billion in
dividends for the remainder of 2003 without prior approval.
Our rights to participate in any distribution of the assets of any of our
subsidiaries, such as in a 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. Claims on these
subsidiaries by persons other than us include, as of September 30, 2003, claims
by policyholders for benefits payable amounting to $57.04 billion, claims by
separate account holders of $125.11 billion, and other liabilities including
claims of trade creditors, claims from guaranty associations and claims from
holders of debt obligations amounting to $17.87 billion.
Our principal executive offices are located at Hartford Plaza, Hartford,
Connecticut 06115, and our telephone number is (860) 547-5000.
THE HARTFORD CAPITAL TRUSTS
We created each trust as a Delaware statutory trust pursuant to a trust
agreement. We will enter into an amended and restated trust agreement for each
trust, which will state the terms and conditions for the trust to issue and sell
its preferred securities and common securities. We will amend and restate each
trust agreement in its entirety substantially in the form filed as an exhibit to
the registration statement that includes this
1
prospectus. Each trust agreement will be qualified as an indenture under the
Trust Indenture Act of 1939, as amended, which we refer to in this prospectus as
the "Trust Indenture Act."
Each trust exists for the exclusive purposes of:
- issuing and selling to the public preferred securities, representing
undivided beneficial interests in the assets of the trust,
- issuing and selling to us common securities, representing undivided
beneficial interests in the assets of the trust,
- using the proceeds from the sale of the preferred securities and common
securities to acquire a corresponding series of junior subordinated
deferrable interest debentures, which we refer to in this prospectus as
the "corresponding junior subordinated debentures,"
- distributing the cash payments it receives from the corresponding junior
subordinated debentures it owns to you and the other holders of preferred
securities and us, as the holder of common securities, and
- engaging in the other activities that are necessary, convenient or
incidental to these purposes.
Accordingly, the corresponding junior subordinated debentures will be the
sole assets of each trust, and payments under the corresponding junior
subordinated debentures and the related expense agreement will be the sole
revenue of each trust.
We will own all of the common securities of each trust. The common
securities of a trust will rank equally with, and payments will be made pro rata
with, the preferred securities of the trust, except that if an event of default
under a trust agreement then exists, our rights as holder of the common
securities to payment of distributions and payments upon liquidation or
redemption will be subordinated to your rights as a holder of the preferred
securities of the trust. See "Description of Preferred
Securities -- Subordination of Common Securities."
Unless we state otherwise in a prospectus supplement, each trust has a term
of approximately 45 years. A trust may also terminate earlier. The trustees of
each trust will conduct its business and affairs. As holder of the common
securities we will initially appoint the trustees. Initially, the trustees will
be:
- Wilmington Trust Company, which will act as property trustee and as
Delaware trustee, and
- Two of our employees or officers or those of our affiliates, who will act
as administrative trustees.
Wilmington Trust Company, as property trustee, will act as sole indenture
trustee under each trust agreement for purposes of compliance with the
provisions of the Trust Indenture Act. Wilmington Trust Company will also act as
trustee under the guarantee and the junior subordinated indenture pursuant to
which we will issue the junior subordinated debentures. See "Description of
Junior Subordinated Debentures" and "Description of Guarantee."
The holder of the common securities of a trust, or the holders of a
majority in liquidation preference of the preferred securities if an event of
default under the trust agreement for the trust has occurred and is continuing,
will be entitled to appoint, remove or replace the property trustee and/or the
Delaware trustee of the trust. You will not have the right to vote to appoint,
remove or replace the administrative trustees. Only we, as the holder of the
common securities, will have these voting rights. The duties and obligations of
the trustees are governed by the applicable trust agreement. We will pay all
fees and expenses related to the trusts and the offering of the preferred
securities and will pay, directly or indirectly, all ongoing costs, expenses and
liabilities of the trusts, except for payments made on the preferred securities
or the common securities, subject to the guarantee.
The principal executive office of each trust is Hartford Plaza, Hartford,
Connecticut 06115, Attention: Corporate Secretary and its telephone number is
(860) 547-5000.
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USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we intend to use the
proceeds from the sale of the securities offered by this prospectus, including
the corresponding junior subordinated debentures issued to the trusts in
connection with their investment of all the proceeds from the sale of preferred
securities, 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 will include a more detailed description of the use of proceeds
of any specific offering of securities in the prospectus supplement relating to
the offering.
RATIOS OF CONSOLIDATED EARNINGS TO TOTAL FIXED CHARGES AND CONSOLIDATED EARNINGS
TO TOTAL FIXED CHARGES AND PREFERENCE DIVIDENDS
For purposes of computing the ratios of consolidated earnings to total
fixed charges and consolidated earnings to total fixed charges and preference
dividends, "earnings" consist of income from operations before United States
federal income taxes and fixed charges. "Fixed charges" consist of interest
expense (including interest credited to contract holders), capitalized interest,
amortization of debt expense and an imputed interest component for rental
expense.
The following table sets forth our ratios of consolidated earnings to total
fixed charges and consolidated earnings to total fixed charges and preference
dividends for the years and the periods indicated ($ in millions):
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ -----------------------------------
2003 2002 2002 2001 2000 1999 1998
------- ----- ---- ---- ---- ---- ----
Ratio of Consolidated Earnings to Total
Fixed Charges.......................... NM(1) 1.7 1.8 1.2(2) 2.1 1.9 1.9
Ratio of Consolidated Earnings to Total
Fixed Charges and Preference
Dividends(3)........................... NM(1) 1.7 1.8 1.2(2) 2.1 1.9 1.9
Deficiency of Consolidated Earnings to
Total Fixed Charges and Preference
Dividends.............................. $1,160(4) -- -- -- -- -- --
---------------
(1) NM: not meaningful.
(2) For 2001, the calculation of the ratios of consolidated earnings to total
fixed charges and of consolidated earnings to total fixed charges and
preference dividends reflect before-tax losses of $678 million relating to
the terrorist attack on September 11, 2001.
(3) We had no dividends on preferred stock for the years 1998 to 2002 or for the
nine months ended September 30, 2003 or 2002.
(4) Represents additional earnings that would be necessary to result in a one to
one ratio of consolidated earnings to total fixed charges and preference
dividends. This amount reflects a before-tax charge of $2.6 billion related
to the Company's 2003 asbestos reserve addition.
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 an
indenture, which we refer to as the "senior indenture," to be entered into
between us and JPMorgan Chase Bank, as trustee. We will issue subordinated debt
securities in one or more series under an indenture, which we refer to as the
"subordinated indenture," between us and the trustee to be named in the
prospectus supplement relating to the offering of subordinated debt securities.
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The following description of the terms of the indentures is a summary. It
summarizes only those portions of the indentures 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 filed 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.
THE DEBT SECURITIES ARE UNSECURED OBLIGATIONS
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 under the
Subordinated Indenture" 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:
- title of the debt securities,
- any limit upon the aggregate principal amount of the series,
- maturity date(s) or the method of determining the maturity date(s),
- interest rate(s) or the method of determining the interest rate(s),
- dates on which interest will be payable and circumstances, if any, in
which interest may be deferred,
- dates from which interest will accrue and the method of determining those
dates,
- place or places where we may pay principal, premium, if any, and interest
and where you may present the debt securities for registration or
transfer or exchange,
- place or places where notices and demands relating to the debt securities
and the indentures may be made,
- redemption or early payment provisions,
- sinking fund or similar provisions,
- authorized denominations if other than denominations of $1,000,
- 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,
- any additions, modifications or deletions, in the events of default or
covenants of The Hartford Financial Services Group, Inc. 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,
- 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,
- any index or indices used to determine the amount of payments of
principal of and premium, if any, on the debt securities and the method
of determining these amounts,
- whether a temporary global security will be issued and the terms upon
which these temporary debt securities may be exchanged for definitive
debt securities,
- whether the debt securities will be issued in whole or in part in the
form of one or more global securities,
- identity of the depositary for global securities,
- appointment of any paying agent(s),
- 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 Hartford or any other person
and any changes to the indenture to permit or facilitate such conversion
or exchange,
- in the case of the subordinated indenture, any provisions regarding
subordination, and
- additional terms not inconsistent with the provisions of the indentures.
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."
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 may bear no interest or
interest at a rate which at the time of issuance is below market rates. We will
describe United States federal tax consequences and special 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 in the applicable prospectus supplement the special United States
federal income tax, accounting and other considerations applicable to the debt
securities.
DENOMINATIONS, REGISTRATION AND TRANSFER
We expect to issue most debt securities in fully registered form without
coupons and in denominations of $1,000 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 for other debt securities of the
same issue and series, in any authorized denominations, of a like tenor and
aggregate principal amount and bearing the same interest rate.
You may 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 but you must pay any taxes, assessments and 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
5
through which the transfer agent acts. We will specify the transfer agent in the
applicable prospectus supplement. We may at any time designate additional
transfer agents.
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 appoint 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
issue global securities in 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:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor of the depositary, or a
nominee of the successor.
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 who may hold interests through participants. Ownership and transfers of
beneficial interests in the global security will be shown on, and transactions
can be 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 a
global security, the depositary or 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:
- will not be entitled to have any of the individual debt securities
represented by the global security registered in your name,
- will not receive or be entitled to receive physical delivery of any debt
securities in definitive form, and
- will not be considered the owner or holder of the debt securities under
the indenture.
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
6
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 at any time and in our sole discretion, subject 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 will
issue those individual debt securities in denominations of $1,000 and integral
multiples of $1,000.
PAYMENT AND PAYING AGENTS
Unless we state otherwise in an 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 an 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 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 obligations (including the proceeds thereof)
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 an applicable prospectus supplement, debt
securities will not be subject to any sinking fund.
Unless we state otherwise in an 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 larger than $1,000 but only in 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 plus any accrued and unpaid interest up to, but excluding,
the redemption date.
NOTICE OF REDEMPTION
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
7
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.
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,
- 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 an entity organized and validly existing under the laws of the
United States of America or any state thereof or the District of
Columbia, and the successor entity expressly assumes our obligations
relating to the debt securities,
- 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
- other conditions described in the relevant indenture are met.
This covenant would 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 would not apply to any recapitalization
transaction, a change of control of The Hartford or a highly leveraged
transaction unless such transaction or change of control were 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:
- 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 mortgage, pledge or other lien on 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;
- 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;
- 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;
- 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
8
governmental regulation as a condition to the transaction of any business
or the exercise of any privilege or right;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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.
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 (not including any liens incurred pursuant to the
nine exceptions described above under "Limitations upon Liens-General
Exceptions") secured by liens 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 of our assets, less the sum of the following items as shown on our
consolidated balance sheet:
- 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;
- all depreciation, valuation and other reserves;
- current liabilities;
- any minority interest in the shares of stock (other than preferred stock)
and surplus of our restricted subsidiaries;
9
- investments by us or any of our restricted subsidiaries in any of our
subsidiaries that is not a restricted subsidiary;
- 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;
- deferred income and deferred liabilities; and
- other items deductible under generally accepted accounting principles.
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 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.
However, no subsidiary is a restricted subsidiary:
- 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
- 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.
As of the date of this prospectus, the following subsidiaries meet the
definition of restricted subsidiaries: Hartford Fire, Hartford Life Insurance
Company, Hartford Life and Accident Insurance Company and Hartford Life and
Annuity Insurance Company.
MODIFICATION AND WAIVER
MODIFICATION
We and the trustee may modify and amend each indenture with the consent of
the holders of a majority in aggregate principal amount of the series of debt
securities affected. However, no modification or amendment may, without the
consent of the holder of each outstanding debt security affected:
- change the stated maturity of the principal of, or any installment of
interest payable on, any outstanding debt security,
- reduce the principal amount of, or the rate of interest on or any premium
payable upon the redemption of, or 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,
- 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,
- impair your right to institute suit for the enforcement of any payment on
any outstanding debt security after the stated maturity or redemption
date,
10
- reduce the percentage of the holders of outstanding debt securities
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,
- modify any of these 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
- 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.
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, 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 cannot be so waived.
EVENTS OF DEFAULT
Under the terms of each indenture, each of the following constitutes an
event of default for a series of debt securities:
- default for 30 days in the payment of any interest when due,
- default in the payment of principal, or premium, if any, when due,
- default in the performance, or breach, of any covenant or warranty in the
indenture for 60 days after written notice,
- certain events of bankruptcy, insolvency or reorganization,
- any other event of default described in the applicable board resolution
or supplemental indenture under which the series of debt securities is
issued.
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 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 (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. However, 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 debt securities may, subject to conditions
specified in the indenture, rescind and annul that declaration.
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, if an event of default then exists, 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.
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.
SATISFACTION AND DISCHARGE
Each indenture provides that when, among other things, all debt securities
not previously delivered to the trustee for cancellation:
- have become due and payable,
- will become due and payable at their stated maturity within one year, or
- 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,
and we deposit or cause to be deposited with the trustee, money or United States
government obligations or a combination thereof, as trust funds, in an amount
(such amount to be certified in the case of United States government
obligations) to be sufficient to pay and discharge the entire indebtedness on
the debt securities not previously delivered to the trustee for cancellation,
for the principal, and premium, if any, and interest to 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
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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:
- we irrevocably deposit with the trustee money or United States government
obligations or a combination thereof, as trust funds in an amount
certified to be sufficient to pay on the respective stated maturities,
the principal of and any premium and interest on, all outstanding debt
securities of that series,
- we deliver to the trustee an opinion of counsel to the effect that:
- 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
- the deposit, defeasance and discharge or the deposit and covenant
defeasance will not otherwise alter those holders' United States federal
income tax treatment of principal and interest payments on the debt
securities of that series,
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
occurring after the date of execution of the applicable indenture, that result
would not occur under current tax law,
- no event of default under the indenture has occurred and is continuing,
- 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,
- 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 unless such trust shall be
registered under the Investment Company Act of 1940 or exempt from
registration thereunder,
- 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
- other conditions specified in the indentures are met.
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 convert or exchange the debt securities into common stock or other
securities. 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 describe the manner in
which the shares of common stock or other securities you would receive would be
converted or exchanged.
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.
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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:
- a default in any payment on senior debt then exists,
- an event of default on any senior debt resulting in the acceleration of
its maturity then exists, or
- any judicial proceeding is pending in connection with default.
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:
- every obligation of, or any obligation guaranteed by, that person for
money borrowed,
- 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,
- every capital lease obligation of that person,
- leases of property or assets made as part of any sale and lease-back
transaction to which that person is a party, and
- any amendments, renewals, extensions, modifications and refundings of any
such debt.
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 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
Hartford Financial Services Group, Inc., whether or not the claim for
post-petition interest is allowed in that proceeding.
However, senior debt will not include:
- any debt of The Hartford Financial Services Group, Inc. which when
incurred and without regard to any election under Section 1111(b) of the
Bankruptcy Code, was without recourse to The Hartford Financial Services
Group, Inc.,
- any debt of The Hartford Financial Services Group, Inc. to any of its
subsidiaries,
- debt to any employee of The Hartford Financial Services Group, Inc. or
any of its subsidiaries,
- any liability for taxes,
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- indebtedness or other monetary obligations to trade creditors or assumed
by The Hartford Financial Services Group, Inc. or any of its subsidiaries
in the ordinary course of business in connection with the obtaining of
goods, materials or services, and
- the subordinated debt securities.
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.
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.
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 as depositary for funds of, makes loans to, and
performs other services for, us and our subsidiaries in the normal course of
business.
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
We will issue the junior subordinated debentures in one or more series
under a junior subordinated indenture to be entered into between us and
Wilmington Trust Company, as debenture trustee.
The following description of the terms of the junior subordinated
debentures is a summary. It summarizes only those terms of the junior
subordinated debentures which we believe will be most important to your decision
to invest in our junior subordinated debentures. 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 debentures.
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 debentures. The junior
subordinated indenture is filed 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 DEBENTURES
Each series of junior subordinated debentures will rank equally with all
other series of junior subordinated debentures, and will be unsecured and
subordinate and junior in right of payment, as described in the junior
subordinated indenture, to all of our senior debt as defined in the junior
subordinated indenture, which includes all debt issued under our senior
indenture or subordinated indenture. See "-- Subordination."
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
debentures 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 debentures. The payment of dividends by our
insurance subsidiaries is limited under the
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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
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
securities.
TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
We may issue the junior subordinated debentures 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 debentures. These may include:
- the title and any limit upon the aggregate principal amount,
- the date(s) on which the principal is payable or the method of
determining those date(s),
- the interest rate(s) or the method of determining these interest rate(s),
- the date(s) on which interest will be payable or the method of
determining these date(s),
- the circumstances in which interest may be deferred, if any,
- the regular record date or the method of determining this date,
- the place or places where we may pay principal, premium, if any, and
interest,
- conversion or exchange provisions, if any,
- the redemption or early payment provisions,
- the authorized denominations,
- the currency, currencies or currency units in which we may pay the
purchase price for, the principal of, premium, if any, and interest on
the junior subordinated debentures,
- additions to or changes in the events of default or any changes in any of
our covenants specified in the junior subordinated indenture,
- any index or indices used to determine the amount of payments of
principal and premium, if any, or the method of determining these
amounts,
- whether a temporary global security will be issued and the terms upon
which you may exchange a temporary global security for definitive junior
subordinated debt securities,
- whether we will issue the junior subordinated debt securities, in whole
or in part, in the form of one or more global securities,
- the terms and conditions of any obligation or right we would have to
convert or exchange the junior subordinated debentures into preferred
securities or other securities, and
- additional terms not inconsistent with the provisions of the junior
subordinated indenture.
SPECIAL PAYMENT TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
We may issue junior subordinated debentures at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. We will describe United States
federal income tax consequences and special considerations relating to any
junior subordinated debentures in the applicable prospectus supplement.
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The purchase price of any of the junior subordinated debentures may be
payable in one or more foreign currencies or currency units. The junior
subordinated debentures 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 debentures 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 debentures and the 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 debentures, we
will also describe special United States federal income tax, accounting and
other considerations relating to the junior subordinated debentures in the
applicable prospectus supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless we state otherwise in the applicable prospectus supplement, we will
issue the junior subordinated debentures only in registered form without coupons
in denominations of $25 and any integral multiple of $25. Junior subordinated
debentures of any series will be exchangeable for other junior subordinated
debentures of the same issue and series, of any authorized denomination of a
like aggregate principal amount, of the same original issue date and stated
maturity and bearing the same interest rate.
You may present junior subordinated debentures for exchange as described
above, or for registration of transfer, at the office of the securities
registrar or at the office of any transfer agent we designate for that purpose.
You will not incur a service charge but you must pay any taxes and other
governmental charges as described in the junior subordinated indenture. We will
appoint the debenture trustee as securities 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 debentures, neither we nor the
debenture trustee will be required to:
- issue, register the transfer of, or exchange junior subordinated
debentures during a period beginning at the opening of business 15 days
before the day of selection for redemption of the junior subordinated
debentures and ending at the close of business on the day of mailing of
the relevant notice of redemption, or
- transfer or exchange any junior subordinated debentures selected for
redemption, except for any portion not redeemed of any junior
subordinated debenture that is being redeemed in part.
GLOBAL JUNIOR SUBORDINATED DEBENTURES
We may issue a series of junior subordinated debentures in the form of one
or more global junior subordinated debentures. We will identify the depositary
holding the global junior subordinated debentures in the applicable prospectus
supplement. We will issue global junior subordinated debentures only in fully
registered form and in either temporary or permanent form. Unless it is
exchanged for an individual junior subordinated debenture, a global junior
subordinated debenture may not be transferred except:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor depositary, or any
nominee of the successor.
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.
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BENEFICIAL INTERESTS IN A GLOBAL JUNIOR SUBORDINATED DEBENTURE
If we issue a global junior subordinated debenture, the depositary for the
global junior subordinated debenture or its nominee will credit on its
book-entry registration and transfer system the principal amounts of the
individual junior subordinated debentures represented by the global junior
subordinated debenture 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
debentures, or by us if the junior subordinated debentures are offered and sold
directly by us. Ownership of beneficial interests in a global junior
subordinated debenture will be limited to participants or persons that may hold
interests through participants. Ownership and transfers of beneficial interests
in the global junior subordinated debenture 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 debenture.
So long as the depositary or its nominee is the registered owner of the
global junior subordinated debenture, the depositary or the nominee will be
considered the sole owner or holder of the junior subordinated debentures
represented by the global junior subordinated debenture for all purposes under
the junior subordinated indenture. Except as provided below, you:
- will not be entitled to have any of the individual junior subordinated
debentures represented by the global junior subordinated debenture
registered in your name,
- will not receive or be entitled to receive physical delivery of any
junior subordinated debentures in definitive form, and
- will not be considered the owner or holder of the junior subordinated
debenture under the junior subordinated indenture.
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
We will make principal, premium and interest payments on global junior
subordinated debentures to the depositary that is the registered holder of the
global junior subordinated debenture or its nominee. The depositary for the
junior subordinated debentures will be solely responsible and liable for all
payments made on account of your beneficial ownership interests in the global
junior subordinated debenture 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 principal,
premium or interest payments, immediately will credit participants' accounts
with amounts in proportion to their respective beneficial interests in the
principal amount of the global junior subordinated debenture 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 junior
subordinated debenture 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 DEBENTURES
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of junior subordinated debentures is at any time
unwilling, unable or ineligible to continue as depositary, we will issue
individual junior subordinated debentures in exchange for the global junior
subordinated debenture. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the junior subordinated debentures, determine not to have any junior
subordinated debentures represented by one or more global junior subordinated
debentures. If that occurs, we will issue individual junior subordinated
debentures in exchange for the global junior subordinated debenture.
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Further, we may specify that you may, on terms acceptable to us, the
debenture trustee and the depositary for the global junior subordinated
debenture, receive individual junior subordinated debentures in exchange for
your beneficial interest in a global junior subordinated debenture, subject to
any limitations described in the prospectus supplement relating to the junior
subordinated debentures. In that instance, you will be entitled to physical
delivery of individual junior subordinated debentures equal in principal amount
to that beneficial interest and to have the junior subordinated debentures
registered in your name. Unless we otherwise specify, those individual junior
subordinated debentures will be issued in denominations of $25 and integral
multiples of $25.
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
debentures at the office of the debenture 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 debentures to the registered owner of
the junior subordinated debenture 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 debentures.
Any moneys deposited with the debenture 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 debenture 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 debentures will not be subject to any sinking fund.
We may, at our option, redeem any series of junior subordinated debentures
after its issuance date in whole or in part at any time and from time to time.
We may redeem junior subordinated debentures in denominations larger than $25
but only in integral multiples of $25.
REDEMPTION PRICE
Except as we may otherwise specify in the applicable prospectus supplement,
the redemption price for any junior subordinated debenture redeemed will equal
any accrued and unpaid interest to the redemption date, plus the greater of:
- the principal amount, and
- an amount equal to:
- for junior subordinated debentures bearing interest at a fixed rate, the
discounted remaining fixed amount payments, calculated as described
below, or
- for junior subordinated debentures bearing interest determined by
reference to a floating rate, the discounted swap equivalent payments,
calculated as described below.
The discounted remaining fixed amount payments will equal the sum of the
current values of the amounts of interest and principal that would have been
payable by us on each interest payment date after the redemption date and at
stated maturity of the final payment of principal. This calculation will take
into account any required sinking fund payments, but will otherwise assume that
we have not redeemed the junior subordinated debenture prior to the stated
maturity.
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The current value of any amount is the present value of that amount on the
redemption date after discounting that amount on a monthly, quarterly or
semiannual basis, whichever corresponds to the interest payment date periods of
the related series of junior subordinated debentures, from the originally
scheduled date for payment. We will use the treasury rate to calculate this
present value.
The treasury rate is a per annum rate, expressed as a decimal and, in the
case of United States Treasury bills, converted to a per annum yield, determined
on the redemption date to be the per annum rate equal to the semiannual bond
equivalent yield to maturity, adjusted to reflect monthly or quarterly
compounding in the case of junior subordinated debentures having monthly or
quarterly interest payment dates for United States Treasury securities maturing
at the stated maturity of the final payment of principal of the junior
subordinated debentures redeemed. We will determine this rate by reference to
the weekly average yield to maturity for United States Treasury securities
maturing on that stated maturity if reported in the most recent Statistical
Release H.15(519) of the Board of Governors of the Federal Reserve. If no such
securities mature at the stated maturity, we will determine the rate by
interpolation between the most recent weekly average yields to maturity for two
series of United States Treasury securities, (1) one maturing as close as
possible to, but earlier than, the stated maturity and (2) the other maturing as
close as possible to, but later than, the stated maturity, in each case as
published in the most recent Statistical Release H.15(519) of the Board of
Governors of the Federal Reserve.
The discounted swap equivalent payments will equal the sum of:
- the current value of the amount of principal that would have been payable
by us pursuant to the terms of the junior subordinated debenture at the
stated maturity of the final payment of the principal of the junior
subordinated debentures. This calculation will take into account any
required sinking fund payments but will otherwise assume that we had not
redeemed the junior subordinated debenture prior to the stated maturity,
and
- the sum of the current values of the fixed rate payments that leading
interest rate swap dealers would require to be paid by an assumed fixed
rate payer having the same credit standing as ours against floating rate
payments to be made by these leading dealers equal to the interest
payments on the junior subordinated debentures being redeemed, taking
into account any required sinking fund payment, but otherwise assuming we
had not redeemed the junior subordinated debenture prior to the stated
maturity, under a standard interest rate swap agreement having a notional
principal amount equal to the principal amount of the junior subordinated
debentures, a termination date set at the stated maturity of the junior
subordinated debentures and payment dates for both fixed and floating
rate payers set at each interest payment date of the junior subordinated
debentures. The amount of the fixed rate payments will be based on
quotations received by the trustee, or an agent appointed for that
purpose, from four leading interest rate swap dealers or, if quotations
from four leading interest rate swap dealers are not obtainable, three
leading interest rate swap dealers.
SPECIAL EVENT REDEMPTION
Unless we state otherwise in the applicable prospectus supplement, if a
special event relating to a series of junior subordinated debentures then
exists, we may, at our option, redeem the series of junior subordinated
debentures in whole, but not in part, on any date within 90 days of the special
event occurring. The redemption price will equal the principal amount of the
junior subordinated debentures then outstanding plus accrued and unpaid interest
to the date fixed for redemption.
A "special event" means a "tax event" or an "investment company event." A
"tax event" occurs when a trust receives an opinion of counsel experienced in
these matters to the effect that, as a result of any amendment to, or change,
including any announced prospective change in, the laws or regulations of the
United States or any political subdivision or taxing authority affecting
taxation, or as a result of any official administrative pronouncement or
judicial decision interpreting or applying those laws or regulations, which
20
amendment or change is effective or pronouncement or decision is announced on or
after the date of issuance of the preferred securities of a trust, there is more
than an insubstantial risk that:
- the trust is, or will be within 90 days of that date, subject to United
States federal income tax with respect to income received or accrued on
the corresponding series of junior subordinated debentures;
- interest payable by us on the series of junior subordinated debentures is
not, or within 90 days of that date, will not be, deductible, in whole or
in part, for United States federal income tax purposes; or
- the trust is, or will be within 90 days of that date, subject to more
than a de minimis amount of other taxes, duties or other governmental
charges.
An "investment company event" occurs when, in respect of a trust, there is
a change in law or regulation, or a change in interpretation or application of
law or regulation, by any legislative body, court, governmental agency or
regulatory authority such that such trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, which change becomes effective on or after the date of
issuance of the preferred securities of a trust.
NOTICE OF REDEMPTION
We will mail notice of any redemption of your junior subordinated
debentures at least 30 days but not more than 60 days before the redemption date
to you at your registered address. Unless we default in payment of the
redemption price, on and after the redemption date interest will cease to accrue
on the junior subordinated debentures or the portions called for redemption.
OPTION TO EXTEND INTEREST PAYMENT DATE
If provided in the applicable prospectus supplement, we will have the right
during the term of any series of junior subordinated debentures to extend the
interest payment period for a specified number of interest payment periods,
subject to the terms, conditions and covenants specified in the prospectus
supplement. However, we may not extend these interest payments beyond the
maturity of the junior subordinated debentures. We will describe the United
States federal income tax consequences and special considerations relating to
any junior subordinated debentures in the applicable prospectus supplement.
If we exercise this right, during the extension period we and our
subsidiaries may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment on, any of our capital stock, or
- 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 debentures or make any related
guarantee payments,
other than:
- dividends or distributions on our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee.
MODIFICATION OF INDENTURE
We and the debenture trustee may, without the consent of the holders of
junior subordinated debentures, amend, waive or supplement the junior
subordinated indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies. However, no action may
materially adversely affect the interests of holders of any series of junior
subordinated debentures or, in the case of corresponding junior subordinated
debentures, the holders of the corresponding series of preferred securities so
long as they remain
21
outstanding. 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 debenture trustee may, with the consent of the holders of not
less than a majority in principal amount of the series of junior subordinated
debentures affected, modify the junior subordinated indenture in a manner
affecting the rights of the holders of junior subordinated debentures. However,
no modification may, without the consent of the holder of each outstanding
junior subordinated debenture affected:
- change the stated maturity of the junior subordinated debentures,
- reduce the principal amount of the junior subordinated debentures,
- reduce the rate or, except as permitted by the junior subordinated
indenture and the terms of the series of junior subordinated debentures,
extend the time of payment of interest on the junior subordinated
debentures, or
- reduce the percentage of principal amount of the junior subordinated
debentures, the holders of which are required to consent to the
modification of the junior subordinated indenture.
In the case of corresponding junior subordinated debentures, so long as any
of the corresponding series of preferred securities remain outstanding:
- no such modification may be made that adversely affects the holders of
the preferred securities,
- no termination of the junior subordinated indenture may occur, and
- no waiver of any debenture event of default or compliance with any
covenant under the junior subordinated indenture may be effective,
without the prior consent of the holders of at least a majority of the aggregate
liquidation preference of the preferred securities unless the principal of the
corresponding junior subordinated debentures and all accrued and unpaid interest
on the corresponding junior subordinated debentures have been paid in full and
other conditions are satisfied.
In addition, we and the debenture trustee may execute, without your
consent, any supplemental indenture for the purpose of creating any new series
of junior subordinated debentures.
DEBENTURE EVENTS OF DEFAULT
Under the terms of the junior subordinated indenture, each of the following
constitutes a debenture event of default for a series of junior subordinated
debentures:
- failure for 30 days to pay any interest on the series of junior
subordinated debentures when due, subject to the deferral of any due date
in the case of an extension period,
- failure to pay any principal or premium, if any, on the series of junior
subordinated debentures when due, including at maturity, upon redemption
or by declaration,
- failure to observe or perform in any material respect specified other
covenants contained in the junior subordinated indenture for 90 days
after written notice from the debenture trustee or the holders of at
least 25% in principal amount of the relevant series of outstanding
junior subordinated debentures,
- our bankruptcy, insolvency or reorganization, or
- any other event of default described in the applicable board resolution
or supplemental indenture under which the series of debt securities is
issued.
EFFECT OF EVENT OF DEFAULT
The holders of a majority in outstanding principal amount of the series of
junior subordinated debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the debenture
trustee. The debenture trustee or the holders of not less than 25% in aggregate
outstanding
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principal amount of the series of junior subordinated debentures may declare the
principal due and payable immediately upon a debenture event of default. In the
case of corresponding junior subordinated debentures, if the debenture trustee
or the holders of the corresponding junior subordinated debentures fail to make
this declaration, the holders of at least 25% in aggregate liquidation
preference of the corresponding series of preferred securities will have that
right.
WAIVER OF EVENT OF DEFAULT
The holders of a majority in aggregate outstanding principal amount of the
series of junior subordinated debentures may rescind and annul the declaration
and its consequences if:
- the event of default is other than our non-payment of the principal of
the junior subordinated debentures which has become due solely by such
acceleration and all other events of default have been cured or waived,
and
- we have paid or deposited with the debenture trustee a sum sufficient to
pay:
- all overdue installments of interest (including interest on overdue
installments of interest) and principal (and premium, if any) due other
than by acceleration, and
- certain amounts owing to the debenture trustee, its agents and counsel.
The holders of a majority in aggregate outstanding principal amount of the
junior subordinated debentures affected by the default may, on behalf of the
holders of all the junior subordinated debentures, waive any past default and
its consequences, except:
- a default in the payment of principal (or premium, if any) or interest,
and
- a default relating to a covenant or provision which under the junior
subordinated indenture cannot be modified or amended without the consent
of the holder of each outstanding junior subordinated debenture.
We are required under the junior subordinated indenture to file annually
with the junior subordinated indenture trustee a certificate of compliance.
DIRECT ACTIONS BY PREFERRED SECURITYHOLDERS
If a debenture event of default is attributable to our failure to pay
interest or principal on the corresponding junior subordinated debentures on the
date the interest or principal is payable, you, as a holder of preferred
securities, may institute a legal proceeding directly against us, which we refer
to in this prospectus as a "direct action," for enforcement of payment to you of
the principal of or interest on the corresponding junior subordinated debentures
having a principal amount equal to the aggregate liquidation amount of your
related preferred securities.
We may not amend the junior subordinated indenture to remove the right to
bring a direct action without the prior written consent of the holders of all of
the preferred securities. If the right to bring a direct action is removed, the
applicable issue may become subject to the reporting obligations under the
Securities Exchange Act of 1934. We have the right under the junior subordinated
indenture to set-off any payment made to you as a holder of preferred securities
by us in connection with a direct action. You will not be able to exercise
directly any other remedy available to holders of the corresponding junior
subordinated debentures.
You will not be able to exercise directly any remedies other than those
described in the preceding paragraph available to holders of the junior
subordinated debentures unless there has been an event of default under the
trust agreement.
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CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
We will not consolidate with or merge into any other corporation or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and no person will consolidate with or merge into us or convey, transfer
or lease its properties and assets substantially as an entirety to us, unless:
- if we consolidate with or merge into another corporation or convey or
transfer our properties and assets substantially as an entirety to any
person, the successor corporation is organized under the laws of the
United States or any state or the District of Columbia, and the successor
corporation expressly assumes our obligations relating to the junior
subordinated debentures,
- immediately after giving effect to the consolidation, merger, conveyance
or transfer, there exists no debenture event of default, and no event
which, after notice or lapse of time or both, would become a debenture
event of default,
- in the case of corresponding junior subordinated debentures, the
transaction is permitted under the related trust agreement or guarantee
and does not give rise to any breach or violation of the related trust
agreement or guarantee, and
- other conditions described in the junior subordinated indenture are met.
The general provisions of the junior subordinated indenture do not protect
you against transactions, such as a highly leveraged transaction, that may
adversely affect you.
SATISFACTION AND DISCHARGE
The junior subordinated indenture provides that when, among other things,
all junior subordinated debentures not previously delivered to the debenture
trustee for cancellation:
- have become due and payable, or
- will become due and payable at their stated maturity within one year,
and we deposit or cause to be deposited with the debenture trustee, in trust, an
amount in the currency or currencies in which the junior subordinated debentures
are payable sufficient to pay and discharge the entire indebtedness on the
junior subordinated debentures not previously delivered to the debenture trustee
for cancellation, for the principal, premium, if any, and interest on the date
of the deposit or to the stated maturity, 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.
CONVERSION OR EXCHANGE
We may convert or exchange the junior subordinated debentures into
preferred securities or other securities. If so, we will describe the specific
terms on which junior subordinated debentures 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 preferred securities you would receive would
be converted or exchanged.
SUBORDINATION
In the junior subordinated indenture, we have agreed that any junior
subordinated debentures will be subordinate and junior in right of payment to
all senior debt to the extent provided in the junior subordinated indenture.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to us, 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
24
before the holders of junior subordinated debentures or, in the case of
corresponding junior subordinated debentures, the property trustee on behalf of
the holders, will be entitled to receive or retain any payment of the principal,
premium, if any, or interest on the junior subordinated debentures.
If the maturity of any junior subordinated debentures 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 debentures.
We will not make any payments of principal of, premium, if any, or interest
on the junior subordinated debentures if:
- a default in any payment on senior debt then exists,
- an event of default on any senior debt resulting in the acceleration of
its maturity then exists, or
- any judicial proceeding is pending in connection with a default.
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:
- every obligation of that person for money borrowed,
- every obligation of that person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses,
- every reimbursement obligation of that person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of the person,
- every obligation of that person issued or assumed as the deferred
purchase price of property or services, but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business,
- every capital lease obligation of that person, and
- every obligation of the type referred to in the prior five clauses of
another person and all dividends of another person the payment of which
the person has guaranteed or is responsible or liable for, directly or
indirectly, including as obligor.
When we use the term "senior debt" we mean the principal, premium, if any,
and interest on debt, whether incurred on, prior to or after the date of the
junior subordinated indenture, unless the instrument creating or evidencing that
debt or pursuant to which that debt is outstanding states that those obligations
are not superior in right of payment to the junior subordinated debentures or to
other debt which ranks equally with, or junior to, the junior subordinated
debentures. Interest on this senior debt includes interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to The
Hartford Financial Services Group, Inc., whether or not the claim for
post-petition interest is allowed in that proceeding.
However, senior debt will not include:
- any debt of The Hartford Financial Services Group, Inc. which when
incurred and without regard to any election under Section 1111(b) of the
Bankruptcy Code, was without recourse to The Hartford Financial Services
Group, Inc.,
- any debt of The Hartford Financial Services Group, Inc. to any of its
subsidiaries,
- debt to any employee of The Hartford Financial Services Group, Inc.,
- any liability for taxes,
25
- indebtedness or monetary obligations to trade creditors or assumed by The
Hartford Financial Services Group, Inc. or any of its subsidiaries in the
ordinary course of business in connection with the obtaining of materials
or services, and
- any other junior subordinated debentures issued pursuant to the Junior
Subordinated Indenture, dated as of February 28, 1996, and the Junior
Subordinated Indenture, dated as of October 30, 1996.
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
debentures 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 debentures. 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 debt that we may incur. We expect from time to time to incur additional
senior debt.
The indenture provides that we may change the subordination provisions
relating to any particular issue of junior subordinated debentures prior to
issuance. We will describe any change in the prospectus supplement relating to
the junior subordinated debentures.
GOVERNING LAW
The junior subordinated indenture and the junior subordinated debentures
will be governed by and construed in accordance with the laws of the State of
New York.
INFORMATION CONCERNING THE DEBENTURE TRUSTEE
The debenture trustee will have all the duties and responsibilities of an
indenture trustee specified in the Trust Indenture Act. Subject to those
provisions, the debenture trustee is not 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 debenture trustee is not required to expend or risk its
own funds or incur personal financial liability in performing its duties if the
debenture trustee reasonably believes that it is not reasonably assured of
repayment or adequate indemnity.
DESCRIPTION OF CAPITAL STOCK OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
Our Amended and Restated Certificate of Incorporation, as amended effective
May 1, 2002, provides that our authorized capital stock is 800,000,000 shares.
These shares consist of:
- 50,000,000 shares of preferred stock, par value $.01 per share, of which
300,000 shares have been designated as Series A Participating Cumulative
Preferred Stock; and
- 750,000,000 shares of common stock, par value $.01 per share.
As of October 31, 2003, we had 282,903,893 outstanding shares of common
stock. Holders of common stock have received a right entitling them, when the
right becomes exercisable, to purchase shares of Series A Participating
Cumulative Preferred Stock. See "-- Rights Agreement." No shares of preferred
stock are currently outstanding.
No holders of any class of our capital stock are entitled to preemptive
rights except as may be agreed from time to time by us and any such holders.
26
In general, the classes of authorized capital stock are afforded
preferences in relation to dividends and liquidation rights in the order listed
above. 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.
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, as a holder of our common stock you are entitled to
dividends as our board of directors may declare from time to time out of funds
that we can legally use to pay dividends. The holders of common stock possess
exclusive voting rights, except to the extent provided by law and to the extent
our board of directors specifies voting power for any preferred stock that is
issued.
As a holder of our common stock, you 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. In the event of our liquidation, dissolution or
winding-up, as a holder of our common stock, you 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 under the symbol "HIG."
The transfer agent and registrar for our common stock is The Bank of New
York.
PREFERRED STOCK
We will describe the particular terms of any series of preferred stock in
the prospectus supplement relating to the offering.
We will fix or designate the rights, preferences, privileges and
restrictions, including dividend rights, voting rights, terms of redemption,
retirement and sinking fund provisions and liquidation preferences, if any, of a
series of preferred stock through a certificate of designation adopted by our
board of directors. We will describe the terms, if any, on which shares of any
series of preferred stock are convertible or exchangeable into common stock in
the prospectus supplement relating to the offering. 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 shares of common stock that you
will receive as a holder of preferred stock would be converted or exchanged.
On October 10, 1995, our board of directors declared a dividend of rights
to holders of record of our common stock outstanding as of the close of business
on December 19, 1995, with respect to common stock
27
issued after that date until the distribution date, and, in certain
circumstances, with respect to common stock issued after the distribution date.
When those rights become exercisable, holders of the rights will be entitled to
purchase shares of Series A Participating Cumulative Preferred Stock. See
"-- Rights Agreement."
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 HARTFORD
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 Hartford. 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 Hartford, 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:
- the availability of capital stock for issuance from time to time at the
discretion of our board of directors (see "-- Authorized and Outstanding
Capital Stock" and "-- Preferred Stock"),
- prohibitions against stockholders calling a special meeting of
stockholders or acting by written consent instead of at a meeting,
- requirements for advance notice for raising business or making
nominations at stockholders' meetings, and
- the ability of our board of directors to increase the size of the board
and to appoint directors to fill newly created directorships.
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 only 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 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.
28
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 not
more than 10 days after the first public disclosure of the originally scheduled
date of the annual meeting, whichever is earlier.
Similarly, 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:
- the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated,
- 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,
- 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,
- all other information regarding each nominee proposed by the stockholder
that would have been required to be included in a proxy statement filed
under the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by our board of
directors,
- the consent of each nominee to serve as a director if so elected, and
- if applicable, a representation that the stockholder intends to solicit
proxies in support of each nominee.
NUMBER OF DIRECTORS; FILLING OF VACANCIES
Our Amended and Restated By-Laws provide that 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,
subject to the requirement in the Amended and Restated By-Laws that the majority
of directors holding office immediately after the election must be independent
directors. 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.
RIGHTS AGREEMENT
THE HARTFORD FINANCIAL SERVICES GROUP, INC. RIGHTS
On October 10, 1995, our board of directors declared a dividend of one
right for each share of common stock outstanding as of the close of business on
December 19, 1995, with respect to common stock issued after that date until the
distribution date, and, in certain circumstances, with respect to common stock
issued after the distribution date.
On May 21, 1998, our board of directors declared a two-for-one stock split
effected in the form of a 100% stock dividend distributed on July 15, 1998 to
stockholders of record as of June 24, 1998. Before our board of directors
declared the two-for-one stock split, each right entitled the registered holder
to purchase from us, when it became exercisable, one one-thousandth (1/1000th)
of a share of Series A Participating Cumulative Preferred Stock, at a price of
$220, subject to adjustment in specific circumstances. As a result of the stock
split, the terms of the rights were adjusted so that the holder of a right may
purchase from us, when the right becomes exercisable, one two-thousandth
(1/2000th) of a share of Series A Participating Cumulative Preferred Stock, at a
price of $110, subject to adjustment in certain circumstances.
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Each right is subject to redemption at a price of $.005 per share. The
terms of the rights are described in the rights agreement, dated as of November
1, 1995, between us and The Bank of New York, as rights agent. The rights will
not be exercisable until the distribution date and will expire on November 1,
2005, unless earlier redeemed by us as described below. Until a right is
exercised, the holder of the right will not as a result of holding that right
have rights as a stockholder of our company including the right to vote or to
receive dividends with respect to the rights or the Series A Participating
Cumulative Preferred Stock relating to the right.
The following description of the terms of the rights is a summary. It
summarizes only those terms of the rights which we believe will be most
important to your decision to invest in our common stock. You should keep in
mind, however, that it is the rights agreement, and not this summary, which
defines your rights as a holder of the rights. There may be other provisions in
the rights agreement which are also important to you. You should read the rights
agreement for a full description of the terms of the rights. The rights
agreement is filed 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 rights agreement.
DISTRIBUTION DATE
Under the rights agreement, the distribution date is the earlier of:
- the time that we learn that a person, together with any affiliates or
associates of such person, has acquired, or has obtained the right to
acquire, beneficial ownership of more than 15% of the outstanding shares
of our common stock (we refer to that person as an "acquiring person"),
unless provisions preventing accidental triggering of the distribution of
the rights apply, and
- the close of business on the date, if any, that may be designated by our
board of directors following the commencement of, or first public
disclosure of an intent to commence, a tender or exchange offer by any
person which could result in the ownership by such person of more than
15% of the outstanding shares of our common stock.
A person, or any affiliate or associate of the person, however, that
inadvertently acquires more than 15% of the outstanding shares of our common
stock will not be deemed to be an acquiring person provided that person reduces
its percentage of beneficial ownership to less than 15% of the outstanding
shares of our common stock by the close of business on the fifth business day
after notice from us that that person's ownership interest exceeds 15% of the
outstanding shares of our common stock. That person will be deemed to be an
acquiring person at the end of that five business day period absent such
reduction.
Under the rights agreement, a "person" is an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
entity other than us, our subsidiaries, our or our subsidiaries' employees
benefit or compensation plans or any person holding shares of our common stock
pursuant to the terms of any such plan.
EVIDENCE OF RIGHTS
Until the distribution date, the rights will be evidenced by the
certificates for common stock rather than separate right certificates.
Therefore, from the issuance date until the distribution date, you will be able
to transfer the rights only with the common stock and each transfer of common
stock will also transfer the associated rights. As soon as practicable following
the distribution date, we will mail separate certificates evidencing the rights
to holders of record of the common stock as of the close of business on the
distribution date, and to each initial record holder of common stock originally
issued after the distribution date. These separate certificates alone will then
evidence the rights.
ADJUSTMENTS
The number of shares of Series A Participating Cumulative Preferred Stock
or other securities that we will issue upon exercise of the rights, the purchase
price, the redemption price and the number of rights associated with each share
of common stock are all subject to adjustment from time to time if there is any
30
change in the common stock or the Series A Participating Cumulative Preferred
Stock. An adjustment may be made as a result of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization or any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of our common stock or of Series A Participating Cumulative Preferred Stock.
We may, but we are not required to, issue fractions of rights or distribute
right certificates which evidence fractional rights. Instead of issuing
fractional rights, we may make a cash payment based on the market price of those
rights. In addition, we may, but we are not required to, issue fractions of
shares of Series A Participating Cumulative Preferred Stock upon the exercise of
the rights or distribute certificates which evidence fractional shares of Series
A Participating Cumulative Preferred Stock. Instead of fractional shares of
Series A Participating Cumulative Preferred Stock, we may utilize a depositary
arrangement as provided by the terms of the Series A Participating Cumulative
Preferred Stock and, for fractions other than one two-thousandth (1/2000th) of a
share of Series A Participating Cumulative Preferred Stock or integral
multiples, may make a cash payment based on the market price of those shares.
TRIGGERING EVENT AND EFFECT OF TRIGGERING EVENT
After the distribution date, the rights will entitle you as a holder of our
common stock, provided you are not an acquiring person, to purchase, for the
purchase price of the rights, that number of one two-thousandths of a share of
Series A Participating Cumulative Preferred Stock equivalent to the number of
shares of common stock which at the time of that event would have a market value
of twice the purchase price.
If we are acquired in a merger or other business combination by an
acquiring person or an affiliate or associate of an acquiring person that is a
publicly traded entity, or 50% or more of our assets or assets representing 50%
or more of our revenues or cash flow are sold, leased, exchanged or otherwise
transferred in one or more transactions to an acquiring person or an affiliate
or associate of an acquiring person that is a publicly traded entity, each right
will entitle you, subject to the next paragraph, to purchase, for the purchase
price of the right, that number of common shares of that publicly traded entity
which at the time of the transaction would have a market value of twice the
purchase price. If we are acquired in a merger or other business combination by
an acquiring person or an affiliate or associate of an acquiring person that is
not a publicly traded entity or 50% or more of our assets or assets representing
50% or more of our revenues or cash flow are sold, leased, exchanged or
otherwise transferred in one or more transactions to an acquiring person or an
affiliate or associate of an acquiring person that is not a publicly-traded
entity, each right will entitle you, subject to the next paragraph, to purchase,
for the purchase price of the right, at your option:
- that number of shares of the surviving corporation which at the time of
the transaction would have a book value of twice the purchase price,
- that number of shares of that entity which at the time of the transaction
would have a book value of twice the purchase price, or
- if that entity has an affiliate which has publicly traded common shares,
that number of common shares of that affiliate which at the time of the
transaction would have market value of twice the purchase price.
Any rights that are at any time beneficially owned by an acquiring person,
or any affiliate or associate of an acquiring person, will be null and void and
nontransferable. Any holder of that right, including any purported transferee or
subsequent holder, will be unable to exercise or transfer the right.
REDEMPTION
At any time prior to the earlier of:
- the time a person or group becomes an acquiring person, and
- November 1, 2005,
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our board of directors may redeem the rights in whole, but not in part, at a
price, which we refer to in this prospectus as the "redemption price," in cash
or common stock or other securities deemed by our board of directors to be at
least equivalent in value to $.005 per right. This amount is subject to
adjustment as provided in the rights agreement. Immediately upon the action of
our board of directors ordering the redemption of the rights, and without any
further action and without any notice, your right to exercise the rights will
terminate and your only right as a holder of rights will be to receive the
redemption price. Within 10 business days after the action of our board of
directors ordering the redemption of the rights, we will give notice of the
redemption to the holders of the then outstanding rights by mail. We will state
the method by which we will pay the redemption price in the notice of
redemption.
In addition, at any time after there is an acquiring person, our board of
directors may elect to exchange each right, other than rights that have become
null and void and nontransferable as described above, for a consideration per
right consisting of one-half of the securities that would be issuable at that
time upon exercise of one right.
AMENDMENT
At any time prior to the distribution date, we may, without your approval,
supplement or amend any provision of the rights agreement, including, without
limitation, the distribution date, the definition of acquiring person, the time
during which the rights may be redeemed or the terms of the Series A
Participating Cumulative Preferred Stock. However, we will not supplement or
amend the rights agreement to reduce the redemption price or provide for an
earlier expiration date. After the distribution date and subject to applicable
law, we may amend the rights agreement without your approval only:
- to cure any ambiguity or to correct or supplement any provision contained
in the rights agreement which may be defective or inconsistent with any
other provision of the rights agreement, or
- to make any other provision which we may deem necessary or desirable and
which will not adversely affect the interests of the holders of right
certificates.
Any supplement or amendment adopted during any period after any person has
become an acquiring person but prior to the distribution date will be null and
void unless that supplement or amendment could have been adopted under the prior
sentence after the distribution date.
EFFECT OF THE RIGHTS AGREEMENT
The rights agreement is designed to protect you as a holder of our common
stock in the event of unsolicited offers to acquire us and other coercive
takeover tactics which, in the opinion of our board of directors, could impair
our ability to represent your interests. The provisions of the rights agreement
may render an unsolicited takeover more difficult or less likely to occur or
might prevent such a takeover, even though that takeover may offer you the
opportunity to sell your shares of our common stock at a price above the
prevailing market rate and may be favored by a majority of our stockholders.
RESTRICTIONS ON OWNERSHIP UNDER INSURANCE LAWS
State insurance laws could be a significant deterrent to any person
interested in acquiring control of The Hartford. 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 Hartford 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 who purchases 10% or more of our outstanding common stock, or
5% or more, in the case of the Florida insurance holding company laws, unless
the applicable insurance regulatory authorities determine otherwise.
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DELAWARE GENERAL CORPORATION LAW
The terms of Section 203 of the Delaware General Corporation Law apply to
us since we are a Delaware corporation. 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:
- 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,
- upon consummation of the transaction which 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
- 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.
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:
- the owner of 15% or more of the outstanding voting stock of the
corporation, or
- 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.
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. 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
33
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
will be most important to your decision to invest in our depositary shares. You
should keep in mind, however, that it is the deposit agreement, and not this
summary, which defines your rights as a holder of depositary shares. There may
be other provisions in the deposit agreement that are also important to you. You
should read the deposit agreement for a full description of the terms of the
depositary shares. The form of the deposit agreement is filed 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 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.
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 are entitled to vote, or
of any request for instructions or directions from you as holder of 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 the
amount 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 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
34
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.
The deposit agreement will terminate if:
- all outstanding depositary shares have been redeemed, or
- 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.
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 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.
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 of our securities. 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 will be most important to your decision to invest in our warrants. You
should keep in mind, however, that it is the warrant agreement and the warrant
certificate relating to the warrants, and not this summary, which defines your
rights as a warrantholder. There may be
35
other provisions in the warrant agreement and the warrant certificate relating
to the warrants which are also important to you. You should read these documents
for a full description of the terms of the warrants. Forms of these documents
are filed 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.
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:
- the title of the debt warrants,
- the debt securities for which the debt warrants are exercisable,
- the aggregate number of 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 we will
issue the debt warrants,
- the procedures and conditions relating to the exercise of the debt
warrants,
- 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,
- the date, if any, from which you may separately transfer the debt
warrants and the related securities,
- the date on which your right to exercise the debt warrants commences, and
the date on which your right expires,
- the maximum or minimum number of the debt warrants which you may exercise
at any time,
- if applicable, a discussion of material United States federal income tax
considerations,
- any other terms of the debt warrants and terms, procedures and
limitations relating to your exercise of the debt warrants, and
- the terms of the securities you may purchase upon exercise of the debt
warrants.
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:
- the title of the warrants,
- the securities, which may include preferred stock or common stock, for
which you may exercise the warrants,
- the aggregate number of the warrants,
- the number of securities that you may purchase upon exercise of each
warrant, and the price or prices at which we will issue the warrants,
- the procedures and conditions relating to the exercise of the warrants,
36
- the designation and terms of any related securities issued with the
warrants, and the number of warrants issued with each security,
- the date, if any, from which you may separately transfer the warrants and
the related securities,
- the date on which your right to exercise the warrants commences, and the
date on which your right expires,
- the maximum or minimum number of warrants which you may exercise at any
time,
- if applicable, a discussion of material United States federal income tax
considerations, and
- any other terms of the warrants, including terms, procedures and
limitations relating to your exchange and exercise of the warrants.
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 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 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 you
to purchase from us, and for us to sell to you, a specific number of shares of
common stock or preferred stock, or other property, at a future date or dates.
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
property, 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 describe
in the applicable prospectus supplement the terms of any stock purchase
contracts or stock purchase units.
37
DESCRIPTION OF PREFERRED SECURITIES
The trustees of each trust will issue preferred securities and common
securities of the trust. The preferred securities will represent preferred
undivided beneficial interests in the assets of the related trust. As a holder
of trust preferred securities, you will generally be entitled to a preference
with respect to distributions and amounts payable on redemption or liquidation
over the common securities of the trust, as well as other benefits as described
in the corresponding trust agreement. Each of the trusts is a legally separate
entity and the assets of one trust are not available to satisfy the obligations
of any other trust.
The following description of the terms of the form of trust agreement is a
summary. It summarizes only those portions of the form of trust agreement which
we believe will be most important to your decision to invest in the preferred
securities. You should keep in mind, however, that it is the trust agreement,
and not this summary, which defines your rights as a holder. There may be other
provisions in the trust agreement which are also important to you. You should
read the form of trust agreement itself for a full description of the terms of
the preferred securities. The form of trust agreement is filed 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 trust
agreement.
RANKING OF PREFERRED SECURITIES
The preferred securities of a trust will rank equally, and we will make
payments proportionately, with the common securities of the trust except as
described under "-- Subordination of Common Securities." The preferred
securities of each trust represent preferred undivided beneficial interests in
the assets of the trust. The property trustee will hold legal title to the
corresponding junior subordinated debentures in trust for the benefit of the
holders of the related preferred securities and common securities.
Each guarantee agreement that we execute for your benefit, as a holder of
preferred securities of a trust, will be a guarantee on a subordinated basis
with respect to the related preferred securities. However, our guarantee will
not guarantee payment of distributions or amounts payable on redemption or
liquidation of the preferred securities when the related trust does not have
funds on hand available to make such payments. See "Description of Guarantee."
DISTRIBUTIONS ON THE PREFERRED SECURITIES
The trust will pay the distributions on the preferred securities and common
securities at a rate specified in the prospectus supplement.
The amount of distributions the trust must pay for any period will be
computed on the basis of a 360-day year of twelve 30-day months unless we
otherwise specify in the applicable prospectus supplement. Distributions that
are in arrears may bear interest at the rate per annum specified in the
applicable prospectus supplement. The term "distributions" as we use it in this
prospectus includes any additional amounts provided in the corresponding trust
agreement.
Distributions on the preferred securities will be cumulative, will accrue
from the date of original issuance and will be payable on the dates specified in
the applicable prospectus supplement. If any date on which distributions are
payable on the preferred securities is not a business day, the trust will
instead make the payment on the next succeeding day that is a business day, and
without any interest or other payment on account of the delay. However, if that
business day is in the next succeeding calendar year, the trust will make the
payment on the immediately preceding business day. In each case payment will be
made with the same force and effect as if made on the date the payment was
originally due. When we use the term "business day" in this prospectus, we mean
any day other than a Saturday or a Sunday, or a day on which banking
institutions in the City of New York are authorized or required by law or
executive order to remain closed or a day on which the corporate trust office of
the applicable trustee is closed for business.
If provided in the applicable prospectus supplement, we have the right
under the junior subordinated indenture, the contract that provides the terms
for the corresponding junior subordinated debentures, to extend the interest
payment period for a specified number of periods. However, we may not extend
these interest
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payments beyond the maturity of the junior subordinated debentures. As a
consequence of any extension, distributions on the corresponding preferred
securities would be deferred by the trust during the extension period. These
distributions would continue to accumulate additional distributions at the rate
per annum set form in the prospectus supplement.
If we exercise this right, during the extension period we and our
subsidiaries may not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment on, any of our capital stock, or
- 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 corresponding junior subordinated debentures or make
any related guarantee payments,
other than:
- dividends or distributions on our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee.
We anticipate that the revenue of each trust available for distribution to
you, as a holder of preferred securities, will be limited to payments under the
corresponding junior subordinated debentures in which the trust will invest the
proceeds from the issuance and sale of its preferred securities and its common
securities. See "Description of Corresponding Junior Subordinated Debentures."
If we do not make interest payments on the corresponding junior
subordinated debentures, the property trustee will not have funds available to
pay distributions on the corresponding preferred securities. The payment of
distributions, if and to the extent the trust has funds legally available for
the payment of these distributions is guaranteed by us on a limited basis as set
forth under "Description of Guarantee."
The trust will pay distributions on the preferred securities to you
provided you are entered in the register of the trust on the relevant record
dates. As long as the preferred securities remain in book-entry form, the record
date will be one business day prior to the relevant distribution date. If any
preferred securities are not in book-entry form, the record date for the
preferred securities will be the date 15 days prior to the relevant distribution
date.
REDEMPTION
REDEMPTION ON A REPAYMENT OR REDEMPTION OF THE CORRESPONDING JUNIOR
SUBORDINATED DEBENTURES
Upon the repayment or redemption, in whole or in part, of any corresponding
junior subordinated debentures, the property trustee must apply the proceeds
from that repayment or redemption to redeem a like amount of the corresponding
preferred securities. This redemption must be made upon not less than 30 nor
more than 60 days notice to you. The redemption price will be equal to the
aggregate liquidation preference of the preferred securities, plus accumulated
and unpaid distributions on the preferred securities to the date of redemption
and the related amount of any premium paid by us upon the concurrent redemption
of the corresponding junior subordinated debentures. See "Description of
Corresponding Junior Subordinated Debentures -- Optional Redemption."
If less than all of any series of corresponding junior subordinated
debentures are repaid or redeemed, then the proceeds from the repayment or
redemption will be allocated to redeem a proportionate amount of each of the
preferred securities and the common securities. The amount of premium, if any,
paid by us upon the redemption of all or any part of any series of any
corresponding junior subordinated debentures repaid or redeemed will be
allocated proportionately to the redemption of the preferred securities and the
common securities.
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We must repay the principal of the corresponding junior subordinated
debentures when they are due. In addition, we will have the right to redeem any
series of corresponding junior subordinated debentures:
- in whole or in part, subject to the conditions we describe under
"Description of Corresponding Junior Subordinated Debentures -- Optional
Redemption,"
- at any time, in whole, but not in part, upon the occurrence of a tax
event or an investment company event, each as defined below, and subject
to the further conditions we describe under "Description of Corresponding
Junior Subordinated Debentures -- Optional Redemption," or
- as we may otherwise specify in the applicable prospectus supplement.
REDEMPTION OR DISTRIBUTION UPON THE OCCURRENCE OF A TAX EVENT OR AN INVESTMENT
COMPANY EVENT
If an event occurs that constitutes a tax event or an investment company
event we will have the right to:
- redeem the corresponding junior subordinated debentures in whole, but not
in part, and cause a mandatory redemption of the preferred securities and
common securities in whole, but not in part, within 90 days following the
occurrence of the tax event or an investment company event, or
- terminate the related trust and cause the corresponding junior
subordinated debentures to be distributed to the holders of the preferred
securities and common securities in liquidation of the trust.
If provided in the applicable prospectus supplement, we will have the right
to extend or shorten the maturity of any series of corresponding junior
subordinated debentures at the time that we exercise our right to elect to
terminate the related trust and cause the corresponding junior subordinated
debentures to be distributed to the holders of the preferred securities and
common securities in liquidation of the trust.
When we use the term "additional sums" in this prospectus we mean the
additional amounts that may be necessary in order that the amount of
distributions then due and payable by a trust on its outstanding preferred
securities and common securities will not be reduced as a result of any
additional taxes, duties and other governmental charges to which the trust has
become subject as a result of a tax event.
When we use the term "tax event" we mean the receipt by the trust of an
opinion of counsel experienced in those matters to the effect that, as a result
of any amendment to, or change, including any announced prospective change, in,
the laws of the United States or any political subdivision or taxing authority
affecting taxation, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying those laws or regulations, which
amendment or change is effective or pronouncement or decision is announced on or
after the trust issues the preferred securities, there is more than an
insubstantial risk that:
- the trust is, or will be within 90 days of the date of the opinion,
subject to United States federal income tax with respect to income
received or accrued on the corresponding series of corresponding junior
subordinated debentures,
- interest payable by us on the series of corresponding junior subordinated
debentures is not, or within 90 days of the date of the opinion, will not
be, deductible, in whole or in part, for United States federal income tax
purposes, or
- the trust is, or will be within 90 days of the date of the opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.
When we use the term "investment company event" we mean the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority to the effect that the applicable trust is or will be considered an
investment company that is required to be registered under the Investment
Company Act of 1940, which change becomes effective on or after the date of
original issuance of the series of preferred securities issued by the trust.
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When we use the term "like amount," we mean:
- with respect to a redemption of any series of preferred securities,
preferred securities having a liquidation amount equal to that portion of
the principal amount of corresponding junior subordinated debentures to
be contemporaneously redeemed, the proceeds of which will be used to pay
the redemption price of the preferred securities, and
- with respect to a distribution of corresponding junior subordinated
debentures to you, as a holder of preferred securities in connection with
a dissolution or liquidation of the related trust, corresponding junior
subordinated debentures having a principal amount equal to the
liquidation amount of your preferred securities.
When we use the term "liquidation amount," we mean the stated amount of $25
per preferred security and common security.
After the liquidation date fixed for any distribution of corresponding
junior subordinated debentures for any series of preferred securities:
- the series of preferred securities will no longer be deemed to be
outstanding,
- The Depository Trust Company, which we refer to in this prospectus as
"DTC," or its nominee, as the record holder of the series of preferred
securities, will receive a registered global certificate or certificates
representing the corresponding junior subordinated debentures to be
delivered upon that distribution, and
- any certificates representing the series of preferred securities not held
by DTC or its nominee will be deemed to represent the corresponding
junior subordinated debentures having a principal amount equal to the
stated liquidation preference of the series of preferred securities, and
bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid distributions on the series of preferred securities until you
present the certificates to the administrative trustees or their agent
for transfer or reissuance.
We can make no assurance as to what the market prices will be for the
preferred securities or the corresponding junior subordinated debentures that
may be distributed to you in exchange for your preferred securities if a
dissolution and liquidation of a trust were to occur. Accordingly, the preferred
securities that you purchase, or the corresponding junior subordinated
debentures that you receive on dissolution and liquidation of a trust, may trade
at a discount to the price that you paid to purchase the preferred securities.
VOLUNTARY DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES
If we so provide in the applicable prospectus supplement, we may elect, at
any time, to dissolve the trust and cause the corresponding junior subordinated
debentures to be distributed to you, as a holder of the preferred securities,
and us, as the holder of the common securities, in liquidation of the trust.
REDEMPTION PROCEDURES
The trust will redeem the preferred securities on each redemption date at
the redemption price with the applicable proceeds from the contemporaneous
redemption of the corresponding junior subordinated debentures. The trust will
make redemptions of the preferred securities and pay the redemption price only
to the extent that it has funds available for the payment of the redemption
price. See also "-- Subordination of Common Securities."
If a trust gives notice to you of redemption of your preferred securities,
then by 12:00 noon, New York City time, on the redemption date, to the extent
funds are available, the property trustee will irrevocably deposit with DTC
funds sufficient to pay the applicable redemption price and will give DTC
irrevocable instructions and authority to pay the redemption price to you. See
"-- Book-Entry Issuance."
If the preferred securities are no longer in book-entry form, the trust, to
the extent funds are available, will irrevocably deposit with the paying agent
for the preferred securities funds sufficient to pay the applicable
41
redemption price to you and will give the paying agent irrevocable instructions
and authority to pay the redemption price to you upon surrender of your
certificates.
The trust will pay any distributions payable on or prior to the redemption
date for any preferred securities called for redemption to you on the relevant
record dates for the distribution. If the trust has given notice of redemption
and has deposited the required funds, then upon the date of the deposit, all
your rights will cease, except your right to receive the redemption price,
without interest on that redemption price, and your preferred securities will
cease to be outstanding. If any date fixed for redemption of preferred
securities is not a business day, then the trust will pay the redemption price
on the next succeeding day which is a business day, and without any interest or
other payment on account of the delay. However, if the business day falls in the
next calendar year, the trust will make the payment on the immediately preceding
business day. If payment of the redemption price is improperly withheld or
refused and not paid either by the trust or by us pursuant to the guarantee as
described under "Description of Guarantee," distributions on the preferred
securities will continue to accrue at the then applicable rate, from the
redemption date originally established by the trust for the preferred securities
to the date the redemption price is actually paid. In this case the actual
payment date will be the date fixed for redemption for purposes of calculating
the redemption price.
Subject to applicable law, including United States federal securities law,
we or our subsidiaries may at any time purchase outstanding preferred securities
by tender, in the open market or by private agreement.
The trust will make payment of the redemption price on the preferred
securities and any distribution of corresponding junior subordinated debentures
to the applicable record holders as they appear on the register for the
preferred securities on the relevant record date. This date will generally be
one business day prior to the relevant redemption date or liquidation date.
However, if any preferred securities are not in book-entry form, the relevant
record date for the preferred securities will be the date 15 days prior to the
redemption date or liquidation date.
If less than all of the preferred securities and common securities issued
by a trust are to be redeemed on a redemption date, then the aggregate
liquidation amount of the preferred securities and common securities to be
redeemed will be allocated proportionately among the preferred securities and
the common securities. The property trustee will select the particular preferred
securities to be redeemed on a proportionate basis not more than 60 days prior
to the redemption date from the outstanding preferred securities not previously
called for redemption, by any method that the property trustee deems fair and
appropriate. This method may provide for the selection for redemption of
portions, equal to $25 or an integral multiple of $25, of the liquidation amount
of preferred securities. The property trustee will promptly notify the trust
registrar in writing of the preferred securities selected for redemption and, in
the case of any preferred securities selected for partial redemption, the
liquidation amount of the preferred securities to be redeemed.
SUBORDINATION OF COMMON SECURITIES
The trust will make payment of distributions, any additional amounts and
the redemption price on the preferred securities and common securities
proportionately based on the liquidation amount of the preferred securities and
common securities. However, if on any distribution date or redemption date a
debenture event of default exists, the trust will not make any payment on the
common securities unless payment in full in cash of all accumulated and unpaid
distributions, any additional amounts and the full amount of the redemption
price on all of the outstanding preferred securities of the trust, has been made
or provided for. The property trustee will apply all available funds first to
the payment in full in cash of all distributions on, or redemption price of, the
preferred securities then due and payable. If any event of default resulting
from a debenture event of default exists, we as holder of the common securities
of the trust will be deemed to have waived any right to act with respect to the
event of default under the trust agreement until the effect of all those events
of default with respect to the preferred securities have been cured, waived or
otherwise eliminated. Until any events of default under the trust agreement with
respect to the preferred securities have been so cured, waived or otherwise
eliminated, the property trustee will act solely on your behalf, as a holder of
the preferred securities, and not on our behalf as holder of the common
securities, and only you acting with the other holders will have the right to
direct the property trustee to act on your behalf.
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LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Each trust will automatically terminate upon expiration of its term or the
redemption of all of the preferred securities of the trust. In addition, we will
terminate the trust on the first to occur of:
- our bankruptcy, dissolution or liquidation,
- the distribution of a like amount of corresponding junior subordinated
debentures to the holders of its preferred securities and common
securities,
- the redemption of all of the preferred securities, and
- the entry of an order for the dissolution of the trust by a court of
competent jurisdiction.
If an early dissolution occurs as described in the clauses above, the
trustees will liquidate the trust as expeditiously as the trustees determine to
be possible by distributing, after satisfaction of liabilities to creditors of
the trust as provided by applicable law, to the holders of the preferred
securities and common securities a like amount of corresponding junior
subordinated debentures. If the property trustee determines that this
distribution is not practical, you will be entitled to receive out of the assets
of the trust available for distribution, after satisfaction of liabilities to
creditors of the trust as provided by applicable law, an amount equal to the
aggregate of the liquidation amount plus accrued and unpaid distributions to the
date of payment. We refer to this liquidation amount in this prospectus as the
"liquidation distribution." If the trust can make the liquidation distribution
only in part because it has insufficient assets available to pay the full
aggregate liquidation distribution, then it will pay the amounts on a
proportionate basis. We, as the holder of the common securities, will be
entitled to receive distributions upon any liquidation proportionately with you,
and the other holders of the preferred securities, except that if an event
exists that constitutes a debenture event of default, the preferred securities
will have a priority over the common securities. A supplemental indenture may
provide that if an early dissolution occurs as described in the third clause
above, the corresponding junior subordinated debentures may be subject to
optional redemption in whole, but not in part.
EVENTS OF DEFAULT; NOTICE
Under the terms of the form of trust agreement, each of the following
constitutes an event of default for a series of preferred securities:
- the occurrence of a debenture event of default under the junior
subordinated indenture (see "Description of Junior Subordinated
Debentures -- Debenture Events of Default"),
- default by the property trustee in the payment of any distribution when
it becomes due and payable, and continuation of that default for a period
of 30 days,
- default by the property trustee in the payment of any redemption price of
the preferred securities or common securities when it becomes due and
payable,
- default in the performance, or breach, in any material respect, of any
covenant or warranty of the trustees in the trust agreement, other than a
covenant or warranty a default in the performance of which or the breach
of which is dealt with in the second and third clauses above, and
continuation of the default or breach for a period of 60 days after there
has been given to the defaulting trustee or trustees by the holders of at
least 10% in aggregate liquidation amount of the outstanding preferred
securities, a written notice specifying the default or breach and
requiring it to be remedied and stating that the notice is a notice of
default under such trust agreement, or
- the bankruptcy or insolvency of the property trustee and our failure to
appoint a successor property trustee within 60 days of that event.
Within five business days after the occurrence of any event of default
actually known to the property trustee, the property trustee will transmit
notice of the event of default to you, the administrative trustees and us, as
depositor, unless the event of default has been cured or waived. We, as
depositor, and the administrative trustees are required to file annually with
the property trustee a certificate as to whether or not we are and they
43
are in compliance with all the conditions and covenants applicable to them and
to us under the trust agreement.
If a debenture event of default then exists, the preferred securities will
have a preference over the common securities upon termination of the trust. See
"-- Liquidation Distribution Upon Dissolution."
The existence of an event of default does not entitle you to accelerate the
maturity.
REMOVAL OF TRUSTEES
Unless a debenture event of default then exists, the holder of the common
securities may remove any trustee. If a debenture event of default then exists
the holders of a majority in liquidation amount of the outstanding preferred
securities may remove the property trustee and the Delaware trustee. In no event
will you have the right to vote to appoint, remove or replace the administrative
trustees. These voting rights are vested exclusively in us as the holder of the
common securities. No resignation or removal of a trustee and no appointment of
a successor trustee will be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the trust agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE
Unless an event of default then exists, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any jurisdiction in which
any part of the trust property may be located, we, as the holder of the common
securities, and the administrative trustees will have power to appoint one or
more persons approved by the property trustee either to act as a co-trustee,
jointly with the property trustee, of all or any part of the trust property, or,
to the extent required by law, to act as separate trustee. These persons will
have the powers provided in the instrument of appointment, and we may vest in
that person or persons any property, title, right or power deemed necessary or
desirable, subject to the provisions of the trust agreement. If a debenture
event of default exists, the property trustee alone will have power to make that
appointment.
MERGER OR CONSOLIDATION OF TRUSTEES
Any corporation into which the property trustee, the Delaware trustee or
any administrative trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the trustee is a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the trustee, will be the successor of such trustee under the trust
agreements, provided that the corporation is otherwise qualified and eligible.
MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUSTS
A trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other body, except as described below.
A trust may, at our request, with the consent of the administrative
trustees and without your consent, merge with or into, consolidate, amalgamate,
or be replaced by a trust organized under the laws of any state. However, the
following conditions must be satisfied:
- the successor entity must either:
- expressly assume all of the obligations of the trust relating to the
preferred securities, or
- substitute for the preferred securities other securities having
substantially the same terms and the same ranking as the preferred
securities,
- we must expressly appoint a trustee of the successor entity possessing
the same powers and duties as the property trustee as the holder of the
corresponding junior subordinated debentures,
44
- the successor securities must be listed, or any successor securities must
be listed upon notification of issuance, on any national securities
exchange or other organization on which the preferred securities are then
listed,
- the merger, consolidation, amalgamation or replacement must not cause the
preferred securities, including any successor securities, to be
downgraded by any nationally recognized statistical rating organization,
- the merger, consolidation, amalgamation or replacement must not adversely
affect the rights, preferences and privileges of holders of the preferred
securities, including any successor securities, in any material respect,
- the successor entity must have a purpose identical to that of the trust,
- prior to the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease we must have received an opinion of counsel
to the trust to the effect that:
- the merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of holders of
the preferred securities, including any successor securities, in any
material respect, and
- following the merger, consolidation, amalgamation or replacement
neither the trust nor the successor entity will be required to register
as an investment company under the Investment Company Act, and
- we or any permitted successor or assignee must own all of the common
securities of the successor entity and guarantee the obligations of such
successor entity under the successor securities at least to the extent
provided by the guarantee.
However, a trust must not, except with the consent of holders of 100% in
liquidation amount of the preferred securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if it would
cause the trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.
VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT
Except as provided below and under "Description of Guarantee -- Amendments
and Assignment" and as otherwise required by law and the applicable trust
agreement, you will have no voting rights.
We and the trustees may amend a trust agreement without your consent:
- to cure any ambiguity, correct or supplement any provisions in the trust
agreement which may be inconsistent with any other provision, or to make
any other provisions with respect to matters or questions arising under
the trust agreement, which are not inconsistent with the other provisions
of the trust agreement, or
- to modify, eliminate or add to any provisions of the trust agreement to
the extent necessary to ensure that the trust will be classified for
United States federal income tax purposes as a grantor trust at all times
that any preferred securities and common securities are outstanding, or
to ensure that the trust will not be required to register as an
investment company under the Investment Company Act.
However, in the case of the first clause above, the action may not
adversely affect in any material respect the interests of the holders of the
preferred securities or our interests, as the holder of the common securities.
Any amendments of the trust agreement will become effective when notice is given
to you and us.
We and the trustees may also amend a trust agreement with:
- the consent of holders representing not less than a majority, based upon
liquidation amounts, of the outstanding preferred securities and common
securities, and
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- receipt by the trustees of an opinion of counsel to the effect that the
amendment or the exercise of any power granted to the trustees under the
amendment will not affect the status of the trust as a grantor trust for
United States federal income tax purposes or its exemption from the
status of an "investment company" under the Investment Company Act.
Without both your and our consent a trust agreement may not be amended to:
- change the amount or timing of any distribution on the preferred
securities and common securities or otherwise adversely affect the amount
of any distribution of the preferred securities and common securities as
of a specified date, or
- restrict your or our right to institute suit for the enforcement of any
payment on or after that date.
So long as any corresponding junior subordinated debentures are held by the
property trustee, the trustees may not:
- direct the time, method and place of conducting any proceeding for any
remedy available to the debenture trustee, or for executing any trust or
power conferred on the debenture trustee with respect to the
corresponding junior subordinated debentures,
- waive any past default that is waiveable under specified sections of the
junior subordinated indenture,
- exercise any right to rescind or annul a declaration that the principal
of all the junior subordinated debentures is due and payable, or
- consent to any amendment, modification or termination of the junior
subordinated indenture or the corresponding junior subordinated
debentures, where that consent is required,
without, in each case, obtaining the prior approval of the holders of a majority
in aggregate liquidation amount of all outstanding preferred securities.
However, where a consent under the junior subordinated indenture would require
the consent of each holder of corresponding junior subordinated debentures
affected by the consent, no consent may be given by the property trustee without
the prior consent of each holder of the corresponding preferred securities.
The trustees may not revoke any action previously authorized or approved by
a vote of the preferred securities except by subsequent vote of the holders of
the preferred securities. The property trustee will notify you of any notice of
default with respect to the corresponding junior subordinated debentures. In
addition to obtaining the approval of the holders of the preferred securities
prior to taking any of these actions, the trustees must obtain an opinion of
counsel experienced in these matters to the effect that the trust will not be
classified as a corporation or partnership for United States federal income tax
purposes on account of the action.
Any required approval of holders of preferred securities may be given at a
meeting of holders of preferred securities convened for that purpose or through
a written consent. The property trustee will cause a notice of any meeting at
which you are entitled to vote, or of any matter upon which action by written
consent is to be taken, to be given to each holder of record of preferred
securities in the manner set forth in the trust agreement.
Your vote or consent is not required for a trust to redeem and cancel the
preferred securities under the applicable trust agreement.
Any preferred securities that are owned by us, the trustees or any of our
affiliates or any affiliate of the trustees, will, for purposes of a vote or
consent, be treated as if they were not outstanding.
GLOBAL PREFERRED SECURITIES
We may issue a series of preferred securities in the form of one or more
global preferred securities. We will identify the depositary which will hold the
global preferred security in the applicable prospectus supplement. Unless we
otherwise indicate in the applicable prospectus supplement, the depositary will
be DTC. We will issue global preferred securities only in fully registered form
and in either temporary or
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permanent form. Unless it is exchanged for individual preferred securities, a
global preferred security may not be transferred except:
- by the depositary to its nominee,
- by a nominee of the depositary to the depositary or another nominee, or
- by the depositary or any nominee to a successor depositary, or any
nominee of the successor.
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 PREFERRED SECURITY
If we issue a global preferred security, the depositary for the global
preferred security or its nominee will credit on its book-entry registration and
transfer system the aggregate liquidation amounts of the individual preferred
securities represented by the global preferred securities to the accounts of
participants. The accounts will be designated by the dealers, underwriters or
agents for the preferred securities, or by us if the preferred securities are
offered and sold directly by us. Ownership of beneficial interests in a global
preferred security will be limited to participants or persons that may hold
interests through participants. Ownership and transfers of beneficial interests
in the global preferred 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 the securities in definitive form. These limits and laws may impair
your ability to transfer beneficial interests in a global preferred security.
So long as the depositary or its nominee is the registered owner of the
global preferred security, the depositary or nominee will be considered the sole
owner or holder of the preferred securities represented by the global preferred
security for all purposes under the trust agreement. Except as provided below,
you:
- will not be entitled to have any of the individual preferred securities
represented by the global preferred security registered in your name,
- will not receive or be entitled to receive physical delivery of any
preferred securities in definitive form, and
- will not be considered the owner or holder of the preferred security
under the trust agreement.
PAYMENTS OF DISTRIBUTIONS
We will pay distributions on global preferred securities to the depositary
that is the registered holder of the global security, or its nominee. The
depositary for the preferred securities will be solely responsible and liable
for all payments made on account of your beneficial ownership interests in the
global preferred 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 payment
of liquidation amount, premium or distributions, immediately will credit
participants' accounts with amounts in proportion to their respective beneficial
interests in the aggregate liquidation amount of the global preferred security
as shown on the records of the depositary or its nominee. We also expect that
payments by participants to owners of beneficial interests in the global
preferred 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 PREFERRED SECURITIES
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of preferred securities is at any time unwilling, unable
or ineligible to continue as a depositary and we do not appoint a successor
depositary within 90 days, we will issue individual preferred securities in
exchange for the global preferred security. In addition, we may at any time and
in our sole discretion, subject to any limitations
47
described in the prospectus supplement relating to the preferred securities,
determine not to have any preferred securities represented by one or more global
preferred securities. If that occurs, we will issue individual preferred
securities in exchange for the global preferred security.
Further, we may specify that you may, on terms acceptable to us, the
property trustee and the depositary for the global preferred security, receive
individual preferred securities in exchange for your beneficial interests in a
global preferred security, subject to any limitations described in the
prospectus supplement relating to the preferred securities. In that instance,
you will be entitled to physical delivery of individual preferred securities
equal in liquidation amount to that beneficial interest and to have the
preferred securities registered in its name. Unless we otherwise specify, those
individual preferred securities will be issued in denominations of $25 and
integral multiples of $25.
PAYMENT AND PAYING AGENCY
A trust will make payments on the preferred securities to DTC, which will
credit the relevant accounts at DTC on the applicable distribution dates.
However, if any preferred securities are not held by DTC, the trust will make
the payments by check mailed to the address of the holder entitled to the
payment as shown on the register. Unless we state otherwise in the applicable
prospectus supplement, the paying agent will initially be the property trustee,
together with any co-paying agent chosen by the property trustee and acceptable
to the administrative trustees and us. The paying agent may resign as paying
agent upon 30 days' written notice to the administrative trustees, property
trustees and us. If the property trustee ceases to be the paying agent, the
administrative trustees will appoint a successor to act as paying agent. The
successor must be a bank or trust company acceptable to the administrative
trustees and us.
REGISTRAR AND TRANSFER AGENT
Unless we state otherwise in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the preferred
securities.
A trust will register transfers of preferred securities without charge, but
upon your payment of any tax or other governmental charges that may be imposed
in connection with any transfer or exchange. A trust will not be required to
register the transfer of its preferred securities after the preferred securities
have been called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee, unless an event of default then exists, will be
required to perform only those duties that are specifically set forth in the
applicable trust agreement. After an event of default, the property trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs. However, the property trustee is
under no obligation to exercise any of the powers vested in it by the trust
agreement at your request unless you offer reasonable indemnity against the
costs, expenses and liabilities that it might incur. If no event of default then
exists and the property trustee is required to decide between alternative causes
of action, construe ambiguous provisions in a trust agreement or is unsure of
the application of any provision of a trust agreement, and the matter is not one
on which holders are entitled under the trust agreement to vote, then the
property trustee will take such action as is directed by us. If it is not so
directed, the property trustee will take such action as it deems advisable and
in the best interests of the holders of the preferred securities and the holder
of the common securities and will have no liability except for its own bad
faith, negligence or willful misconduct.
MISCELLANEOUS
The trust agreements authorize and direct the administrative trustees to
operate the related trusts in such a way that the trusts will not be deemed to
be an investment company required to be registered under the Investment Company
Act or taxed as a corporation for United States federal income tax purposes and
so that the corresponding junior subordinated debentures will be treated as our
indebtedness for United States federal income tax purposes. We and the
administrative trustees are authorized to take any action, not inconsistent
48
with applicable law, the certificate of trust of a trust or the trust agreement,
that we and the administrative trustees determine in our discretion to be
necessary or desirable for these purposes, as long as the action does not
materially adversely affect the interests of the holders of the preferred
securities.
You have no preemptive or similar rights as a holder of preferred
securities. No trust may borrow money or issue debt or mortgage or pledge any of
its assets.
DESCRIPTION OF GUARANTEE
At the same time as the issuance by a trust of its preferred securities, we
will execute and deliver a guarantee for your benefit, as a holder of the
preferred securities. The Wilmington Trust Company will act as indenture trustee
under the guarantee for the purposes of compliance with the Trust Indenture Act.
The guarantee will be qualified as an indenture under the Trust Indenture Act.
The following description of the terms of the guarantee is a summary. It
summarizes only those portions of the guarantee that we believe will be most
important to your decision to invest in the preferred securities of a trust. You
should keep in mind, however, that it is the guarantee, and not this summary,
which defines your rights as a holder of preferred securities. There may be
other provisions in the guarantee that are also important to you. You should
read the guarantee itself for a full description of its terms. The guarantee is
filed 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 guarantee. When we refer in this summary to preferred securities, we
mean the preferred securities issued by a trust to which the guarantee relates.
GENERAL TERMS OF THE GUARANTEE
We will irrevocably agree to pay in full on a subordinated basis, to the
extent described below, the guarantee payments, as defined below, to you, as and
when due, regardless of any defense, right of set-off or counterclaim that the
trust may have or assert other than the defense of payment.
The following payments, which we refer to in this prospectus as the
"guarantee payments," to the extent not paid by or on behalf of the related
trust, will be subject to the guarantee:
- any accrued and unpaid distributions required to be paid to you on the
related preferred securities, to the extent that the trust has funds
available for the payments,
- the redemption price for any preferred securities called for redemption,
to the extent that the trust has funds available for the payments, or
- upon a voluntary or involuntary dissolution, winding up or liquidation of
the trust, unless the corresponding junior subordinated debentures are
distributed to you, the lesser of:
- the liquidation distribution, and
- the amount of assets of the trust remaining available for distribution
to you.
Our obligation to make a guarantee payment may be satisfied by us directly
paying to you the required amounts or by causing the trust to pay the amounts to
you.
The guarantee will be an irrevocable guarantee on a subordinated basis of
the related trust obligations under the preferred securities, but will apply
only to the extent that the related trust has funds sufficient to make the
payments. It is not a guarantee of collection.
If we do not make interest payments on the corresponding junior
subordinated debentures held by the trust, we expect that the trust will not pay
distributions on the preferred securities and will not have funds legally
available for those payments. The guarantee will rank subordinate and junior in
right of payment to all senior debt. See "-- Status of the Guarantee."
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
49
meet our obligations for payment of principal and interest on our outstanding
debt obligations and corporate expenses. Accordingly, our obligations under the
guarantee will be effectively subordinated to all existing and future
liabilities of our subsidiaries, and you should rely only on our assets for
payments under the guarantee. 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
guarantee does not limit the amount of secured or unsecured debt that we may
incur. We expect from time to time to incur additional senior debt.
We have, through the guarantee, the trust agreement, the junior
subordinated debentures, the junior subordinated indenture and the expense
agreement, taken together, fully, irrevocably and unconditionally guaranteed all
of the obligations of the trust under the preferred securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes the guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the obligations of the trust under the preferred
securities. See "Relationship Among the Preferred Securities, the Corresponding
Junior Subordinated Debentures and the Guarantees."
STATUS OF THE GUARANTEE
The guarantee will constitute an unsecured obligation of The Hartford
Financial Services Group, Inc. and will rank subordinate and junior in right of
payment to all its senior debt.
Unless we state otherwise in the applicable prospectus supplement, the
guarantee of a series of preferred securities will rank equally with the
guarantees relating to all other series of preferred securities that we may
issue. The guarantee will constitute a guarantee of payment and not of
collection, which means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under the guarantee without
first instituting a legal proceeding against any other person or entity. The
property trustee of the related trust will hold the guarantee for your benefit.
The guarantee will not be discharged except by payment of the guarantee payments
in full to the extent not paid by the trust or upon distribution of the
corresponding junior subordinated debentures to you.
AMENDMENTS AND ASSIGNMENT
We may not amend the guarantee without the prior approval of the holders of
not less than a majority of the aggregate liquidation amount of outstanding
preferred securities, except for any changes which do not materially adversely
affect the rights of the holders of the preferred securities, in which case no
vote will be required. The manner of obtaining any approval will be as set forth
under "Description of the Preferred Securities -- Voting Rights; Amendment of
Trust Agreement."
All guarantees and agreements contained in the guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then outstanding.
EVENTS OF DEFAULT
An event of default under the guarantee will occur when we fail to perform
any of our payment or other obligations under the guarantee. The holders of not
less than a majority in aggregate liquidation amount of the related preferred
securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee under the guarantee
or to direct the exercise of any trust or power conferred upon the guarantee
trustee under the guarantee.
You may institute a legal proceeding directly against us to enforce your
rights under the guarantee without first instituting a legal proceeding against
the trust, the guarantee trustee or any other person or entity.
We, as guarantor, are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under the guarantee.
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INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, unless a default by us in the performance of the
guarantee then exists, is required to perform only those duties that are
specifically set forth in the guarantee. After a default under the guarantee,
the guarantee trustee must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
However, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by the guarantee at your request unless you offer reasonable
indemnity against the costs, expenses and liabilities that it might incur.
TERMINATION OF THE GUARANTEE
The guarantee will terminate and be of no further force and effect:
- upon full payment of the redemption price of the related preferred
securities,
- upon full payment of the amounts payable upon liquidation of the related
trust, or
- upon distribution of corresponding junior subordinated debentures to the
holders of the preferred securities.
The guarantee will continue to be effective or will be reinstated if at any
time you must restore payment of any sums paid under the preferred securities or
the guarantee.
GOVERNING LAW
The guarantee will be governed by and construed in accordance with the laws
of the State of New York.
THE EXPENSE AGREEMENT
Under an expense agreement entered into by us, we will irrevocably and
unconditionally guarantee to each person or entity to whom a trust becomes
indebted or liable, the full payment of any costs, expenses or liabilities of
the trust, other than obligations of the trust to pay to you the amounts due to
you under the terms of the preferred securities.
DESCRIPTION OF CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
The corresponding junior subordinated debentures are to be issued in one or
more series of junior subordinated debentures under the junior subordinated
indenture with terms corresponding to the terms of the related preferred
securities. See "Description of Junior Subordinated Debentures."
The following description of the terms of the corresponding junior
subordinated debentures and the junior subordinated indenture is a summary. It
summarizes only those portions of the junior subordinated indenture which we
believe will be most important to your decision to invest in the preferred
securities. You should keep in mind, however, that it is the junior subordinated
indenture, and not this summary, which defines your rights. There may be other
provisions in the junior subordinated indenture which are also important to you.
You should read the junior subordinated indenture itself for a full description
of its terms. The junior subordinated indenture is filed 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.
GENERAL TERMS OF THE CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
At the same time a trust issues preferred securities, the trust will invest
the proceeds from the sale and the consideration paid by us for the common
securities in a series of corresponding junior subordinated debentures issued by
us to the trust. Each series of corresponding junior subordinated debentures
will be in the principal amount equal to the aggregate stated liquidation amount
of the related preferred securities plus our investment in the common securities
and, unless we state otherwise in the applicable prospectus supplement, will
rank equally with all other series of corresponding junior subordinated
debentures. The corresponding junior subordinated debentures will be unsecured
and subordinate and junior in right of payment to the extent
51
and in the manner set forth in the junior subordinated indenture to all our
senior debt. See "Description of Junior Subordinated Debentures --
Subordination" and the prospectus supplement relating to any offering of related
preferred securities.
OPTIONAL REDEMPTION
Unless we state otherwise in the applicable prospectus supplement, we may,
at our option, redeem the corresponding junior subordinated debentures on any
interest payment date, in whole or in part. Unless we state otherwise in the
applicable prospectus supplement, the redemption price for any corresponding
junior subordinated debentures will be equal to any accrued and unpaid interest
to the date fixed for redemption, plus the greater of:
- the principal amount of the debentures, and
- an amount equal to:
- for junior subordinated debentures bearing interest at a fixed rate, the
discounted remaining fixed amount payments. See "Description of Junior
Subordinated Debentures -- Redemption."
- for junior subordinated debentures bearing interest determined by
reference to a floating rate, the discounted swap equivalent payments.
See "Description of Junior Subordinated Debentures -- Redemption."
If a tax event or an investment company event exists, we may, at our
option, redeem the corresponding junior subordinated debentures on any interest
payment date falling within 90 days of the occurrence of the tax event or
investment company event, in whole but not in part, subject to the provisions of
the junior subordinated indenture. The redemption price for any corresponding
junior subordinated debentures will be equal to 100% of the principal amount of
the corresponding junior subordinated debentures then outstanding plus accrued
and unpaid interest to the date fixed for redemption. See "Description of Junior
Subordinated Debentures -- Redemption."
For so long as the applicable trust is the holder of all the outstanding
series of corresponding junior subordinated debentures, the trust will use the
proceeds of any redemption to redeem the corresponding preferred securities. We
may not redeem a series of corresponding junior subordinated debentures in part
unless all accrued and unpaid interest has been paid in full on all outstanding
corresponding junior subordinated debentures of the series for all interest
periods terminating on or prior to the redemption date.
COVENANTS OF THE HARTFORD FINANCIAL SERVICES GROUP, INC.
We will covenant in the junior subordinated indenture for each series of
corresponding junior subordinated debentures that we will pay additional sums to
the trust, if:
- the trust that has issued the corresponding series of preferred
securities and common securities is the holder of all of the
corresponding junior subordinated debentures,
- a tax event exists, and
- we have not redeemed the corresponding junior subordinated debentures or
terminated the trust.
We will also covenant, for each series of corresponding junior subordinated
debentures, that we and our subsidiaries will not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment on any of our capital stock, or
- make any payment of principal of, interest or premium, if any, on or
repay or repurchase or redeem any debt securities, including other
corresponding junior subordinated debentures, that rank equally with or
junior in interest to the corresponding junior subordinated debentures or
make any related guarantee payments,
52
other than:
- dividends or distributions in our common stock,
- redemptions or purchases of any rights pursuant to our rights plan, or
any successor to our rights plan, and the declaration of a dividend of
these rights in the future, and
- payments under any guarantee of preferred securities,
if at that time:
- there has occurred any event of which we have actual knowledge that with
the giving of notice or the lapse of time, or both, would constitute an
"event of default" under the junior subordinated indenture for that
series of corresponding junior subordinated debentures which we have not
taken reasonable steps to cure,
- we are in default on our payment of any obligations under the related
guarantee, or
- we have given notice of our selection of an extension period as provided
in the junior subordinated indenture for that series of corresponding
junior subordinated debentures and have not rescinded that notice, or the
extension period, or any extension, is continuing.
We will also covenant, for each series of corresponding junior subordinated
debentures:
- to maintain, by ourselves or our permitted successors, directly or
indirectly, 100% ownership of the common securities of the trust to which
corresponding junior subordinated debentures have been issued,
- not to voluntarily terminate, wind-up or liquidate any trust, except in
connection with a distribution of corresponding junior subordinated
debentures to you in liquidation of the trust, or in connection with
mergers, consolidations or amalgamations permitted by the related trust
agreement, and
- to use our reasonable efforts, consistent with the terms and provisions
of the related trust agreement, to cause the trust to remain a statutory
trust and not to be classified as an association taxable as a corporation
for United States federal income tax purposes.
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING
JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEES
As long as payments of interest and other payments are made when due on
each series of corresponding junior subordinated debentures, these payments will
be sufficient to cover distributions and other payments due on the related
preferred securities, primarily because:
- the aggregate principal amount of each series of corresponding junior
subordinated debentures will be equal to the sum of the aggregate stated
liquidation amount of the corresponding preferred securities and
corresponding common securities,
- the interest rate and interest and other payment dates on each series of
corresponding junior subordinated debentures will match the distribution
rate and distribution and other payment dates for the corresponding
preferred securities,
- we will pay for all and any costs, expenses and liabilities of the trust
except the obligations of the trust to holders of its preferred
securities under the preferred securities, and
- each trust agreement further provides that the trust will not engage in
any activity that is not consistent with the limited purposes of the
trust.
We will irrevocably guarantee payments of distributions and other amounts
due on the preferred securities, to the extent the trust has funds available for
the payment of such distributions, to the extent set forth under "Description of
Guarantee."
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Taken together, our obligations under each series of junior subordinated
debentures, the junior subordinated indenture, the related trust agreement, the
related expense agreement and the related guarantee provide a full, irrevocable
and unconditional guarantee of payments of distributions and other amounts due
on the related series of preferred securities. No single document standing alone
or operating in conjunction with fewer than all of the other documents
constitutes the guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of the obligations of the trust under the preferred securities. If and to the
extent that we do not make payments on any series of corresponding junior
subordinated debentures, the trust will not pay distributions or other amounts
due on its preferred securities.
Notwithstanding anything to the contrary in the junior subordinated
indenture, we have the right to set-off any payment we are otherwise required to
make under the junior subordinated indenture with and to the extent we have made
or are making a payment under the related guarantee.
You may institute a legal proceeding directly against us to enforce your
rights under the related guarantee without first instituting a legal proceeding
against the guarantee trustee, the related trust or any other person or entity.
The preferred securities of each trust evidence your rights to the benefits
of the trust. Each trust exists for the sole purpose of issuing its preferred
securities and common securities, investing the proceeds from the sale of such
securities in corresponding junior subordinated debentures and related purposes.
A principal difference between your rights as a holder of a preferred
security and the rights of a holder of a corresponding junior subordinated
debenture is that a holder of a corresponding junior subordinated debenture will
accrue, and, subject to the permissible extension of the interest period, is
entitled to receive, interest on the principal amount of corresponding junior
subordinated debentures held, while you are only entitled to receive
distributions if and to the extent the trust has funds available for the payment
of those distributions.
Upon any voluntary or involuntary termination, winding-up or liquidation of
any trust involving the liquidation of the corresponding junior subordinated
debentures, you will be entitled to receive, out of assets held by the trust,
the liquidation distribution in cash. See "Description of Preferred
Securities -- Liquidation Distribution Upon Termination."
Upon any voluntary or involuntary liquidation or bankruptcy of The Hartford
Financial Services Group, Inc., the property trustee, as holder of the
corresponding junior subordinated debentures, would be a subordinated creditor.
In this case, the property trustee would be subordinated in right of payment to
all senior debt, but entitled to receive payment in full of principal and
interest, before any of our stockholders receive payments or distributions.
Since we are the guarantor under each guarantee and have agreed to pay for all
costs, expenses and liabilities of each trust, your position as a holder of the
preferred securities and the position of a holder of the corresponding junior
subordinated debentures relative to other creditors and to our stockholders in
the event of liquidation or bankruptcy of our company would be substantially the
same.
A default or event of default under any senior debt would not constitute a
default or event of default under the junior subordinated indenture. However, in
the event of payment defaults under, or acceleration of, senior debt, the
subordination provisions of the junior subordinated indenture provide that we
may not make payments on the corresponding junior subordinated debentures until
the senior debt has been paid in full or any payment default under the senior
debt has been cured or waived. Our failure to make required payments on any
series of corresponding junior subordinated debentures would constitute an event
of default under the junior subordinated indenture.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus through agents,
underwriters or dealers, or directly to purchasers.
Agents whom we designate may solicit offers to purchase the securities.
54
- 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.
- Unless we indicate otherwise in the applicable prospectus supplement, our
agents will act on a best efforts basis for the period of their
appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
1933, as amended, of any of the securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
- 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.
- 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.
- The underwriters will use the applicable prospectus supplement to sell
the securities.
We may use a dealer to sell the securities.
- If we use a dealer, we, as principal, will sell the securities to the
dealer.
- The dealer will then sell the securities to the public at varying prices
that the dealer will determine at the time it sells our securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in the applicable prospectus supplement.
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 our direct sales in our prospectus supplement.
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 also offer and sell, or agree to deliver, securities pursuant to, or
in connection with, any put option agreement or other contractual arrangement.
We may indemnify agents, underwriters, dealers and remarketing firms
against certain liabilities, including liabilities under the Securities Act. Our
agents, underwriters, dealers and remarketing firms, or their affiliates, may be
customers of, engage in transactions with or perform services for us, in the
ordinary course of business.
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase the securities at the public offering price under
delayed delivery contracts.
- 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.
- These delayed delivery contracts will be subject only to the conditions
that we describe in the prospectus supplement.
- 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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LEGAL OPINIONS
Unless we state otherwise in the applicable prospectus supplement the
validity of any securities offered by this prospectus will be passed upon for us
by Debevoise & Plimpton, New York, New York, and for the trusts by Richards,
Layton & Finger, P.A., special Delaware counsel to the trusts, and for any
underwriters or agents by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2002 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the changes in our method of
accounting for (a) goodwill and indefinite-lived intangible assets in 2002, (b)
derivative instruments and hedging activities in 2001, and (c) the recognition
of interest income and impairment on purchased retained beneficial interests in
securitized financial assets in 2001), and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
With respect to the unaudited interim financial information for the periods
ended March 31, 2003 and 2002, June 30, 2003 and 2002 and September 30, 2003 and
2002 which is incorporated herein by reference, Deloitte & Touche LLP have
applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their reports included in our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30,
2003 and September 30, 2003 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. The registration statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the Securities and Exchange Commission allow us to omit some
of the information about The Hartford. In addition, we file reports, proxy
statements, information statements and other information with the Securities and
Exchange Commission. This information may be read and copied at the Public
Reference Room of the Securities and Exchange Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Information regarding the
operation of the Public Reference Room may be obtained by calling the Securities
and Exchange Commission at 1-800-SEC-0330. The material may also be accessed
electronically by means of the Securities and Exchange Commission's home page on
the Internet at http://www.sec.gov or through our web site at
http://www.thehartford.com.
Our common stock is listed on the New York Stock Exchange, Inc. You can
also inspect reports and other information concerning us at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
The rules of the Securities and Exchange Commission allow us to incorporate
by reference information into this prospectus. The information incorporated by
reference is considered to be a part of this prospectus,
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and information that we file later with the Securities and Exchange Commission
will automatically update and supercede this information. This prospectus
incorporates by reference the documents listed below.
- Our Annual Report on Form 10-K for the year ended December 31, 2002,
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003,
- description of our common stock and the rights associated with our common
stock contained in our registration statement on Form 8-A, dated
September 18, 1995 (as amended by the Form 8-A/A filed on November 13,
1995),
- our Current Reports on Form 8-K filed on March 17, 2003, March 25, 2003,
May 8, 2003, May 30, 2003 and July 8, 2003, and
- all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus.
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., Hartford Plaza, Hartford, Connecticut 06115, Attention: Brian S.
Becker, Senior Vice President and Corporate Secretary (Telephone: 860-547-5000).
57
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$200,000,000
[THE HARTFORD LOGO]
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
4.75% SENIOR NOTES DUE 2014
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PROSPECTUS SUPPLEMENT
MARCH 4, 2004
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Joint Book-Running Managers
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
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BB&T CAPITAL MARKETS
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