SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE HARTFORD FINANCIAL SERVICES GROUP, INC. HARTFORD CAPITAL III
(Exact name of registrant as specified in (Exact name of registrant as specified
its charter) in Trust Agreements)
DELAWARE DELAWARE
(State of incorporation or organization (State of incorporation or organization
of registrant) of each registrant)
13-3317783 06-6431735
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
C/O C. MICHAEL O'HALLORAN
SENIOR VICE PRESIDENT
C/O THE HARTFORD FINANCIAL SERVICES GROUP, INC.
HARTFORD PLAZA
HARTFORD, CONNECTICUT
(860) 547-5000
(Address of principal executive offices of each registrant)
06115
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of each exchange on which each
class is to be registered
Trust Originated Preferred Securities New York Stock Exchange
("TOPrS(R)"), to be issued by Hartford
Capital III and the Preferred Securities
Guarantee by The Hartford Financial
Services Group, Inc. with respect thereto
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d)(2), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-49666
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
The Trust Originated Preferred Securities (the "Preferred Securities")
of Hartford Capital III ("Hartford Capital III"), guaranteed by The
Hartford Financial Services Group, Inc. (the "Company") to the extent
set forth in the form of Guarantee Agreement (the "Preferred Securities
Guarantee") of the Company, represent undivided beneficial interests in
the assets of Hartford Capital III. Information relating to Preferred
Securities and the Preferred Securities Guarantee is set forth under the
captions "Description of Preferred Securities" and "Description of
Guarantee," respectively, in the Company's Prospectus, dated February
12, 2001, as supplemented by information relating specifically to the
Preferred Securities set forth under the caption "Certain Terms of the
Preferred Securities" in the Company's Prospectus Supplement, dated
October 19, 2001, each filed with the Commission on October 22, 2001,
pursuant to Rule 424(b)(4) and each is incorporated herein by reference.
Item 2. Exhibits.
1.01 Amendment No. 3 to the Registration Statement on Form S-3 and
Post-Effective Amendment No. 4 to the Company's Registration on
Form S-3 filed with the Securities and Exchange Commission on
January 31, 2001 by The Hartford Financial Services Group, Inc.,
Hartford Capital III, Hartford Capital IV and Hartford Capital
V, as amended (the "Registration Statement"), is incorporated
herein by reference.
1.02 Prospectus Supplement, dated October 19, 2001 filed with the
Securities and Exchange Commission on October 22, 2001 by The
Hartford Financial Services Group, Inc. and Hartford Capital III
is incorporated herein by reference.
4.01 Certificate of Trust of Hartford Capital III (incorporated
herein by reference to Exhibit 4.13 to the Registration
Statement on Form S-3 (Registration No. 33-98014) of ITT
Hartford Group, Inc., Hartford Capital I, Hartford Capital II,
Hartford Capital III and Hartford Capital IV).
4.02 Junior Subordinated Indenture, dated October 30, 1996, between
ITT Hartford Group, Inc. and Wilmington Trust Company, as
Trustee (incorporated herein by reference to Exhibit 4.16 to ITT
Hartford Group, Inc.'s Form 10-K for the fiscal year ended
December 31, 1996).
4.03 Form of Supplemental Indenture, between The Hartford Financial
Services Group, Inc. and Wilmington Trust Company, as Trustee.
4.04 Trust Agreement of Hartford Capital III (incorporated herein by
reference to Exhibit 4.14 to the Registration Statement on Form
S-3 (Registration No. 33-98014) of ITT Hartford Group, Inc.,
Hartford Capital I, Hartford Capital II, Hartford Capital III
and Hartford Capital IV).
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4.05 Form of Amended and Restated Trust Agreement of Hartford Capital
III (incorporated herein by reference to Exhibit 4.15 to the
Registration Statement on Form S-3 (Registration No. 333-12167)
of The Hartford Financial Services Group, Inc., Hartford Capital
II, Hartford Capital III and Hartford Capital IV).
4.06 Form of Preferred Security Certificate for Hartford Capital III
(included as Exhibit E of Exhibit 4.05).
4.07 Form of Guarantee Agreement in respect of Hartford Capital III
(incorporated herein by reference to Exhibit 4.17 to the
Registration Statement on Form S-3 (Registration No.
333-12167) of The Hartford Financial Services Group, Inc.,
Hartford Capital II, Hartford Capital III and Hartford Capital
IV).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto duly
authorized.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ C. Michael O'Halloran
-------------------------------------
C. Michael O'Halloran
HARTFORD CAPITAL III
By: THE HARTFORD FINANCIAL SERVICES
GROUP, INC.,
as Sponsor
By: /s/ C. Michael O'Halloran
-------------------------------------
C. Michael O'Halloran
Dated: October 25, 2001
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