UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 7,
2005
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13958
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13-3317783 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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The Hartford Financial Services Group, Inc. |
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Hartford Plaza |
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Hartford, Connecticut
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06115-1900 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code:
(860) 547-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 7, 2005, The Hartford Financial Services Group, Inc. (the “Company”) and its
wholly-owned, indirect subsidiary, Hartford Life, Inc. (“Hartford Life”) entered into a $1.6
billion Five-Year Competitive Advance and Revolving Credit Facility Agreement (the “Credit
Agreement”) with a syndicate of financial institutions, including Bank of America, N.A., as
administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents, and Banc
of America Securities LLC, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint
lead arrangers and joint bookrunners. The Credit Agreement replaced (i) the Company’s $1.0 billion
Second Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement
dated as of February 26, 2003, as amended, and (ii) the Company’s and Hartford Life’s $490 million
Three-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of December 31,
2002, as amended.
The Credit Agreement provides for up to $1.6 billion of unsecured credit. Of the total availability
under the Credit Agreement, up to $250 million is available to support borrowing by Hartford Life
alone, and up to $100 million is available to support letters of credit issued on behalf of the
Company, Hartford Life, or subsidiaries of either the Company or Hartford Life. The interest rates
applicable to loans under the Credit Agreement are generally based on the administrative agent’s
base rate or its eurocurrency rate, plus a specified margin. The Company will pay a facility fee
and, for any date on which advances exceed 50% of commitments, a utilization fee. The applicable
margins and the rates vary based upon the Company’s long-term senior unsecured non-credit-enhanced
debt ratings.
The Credit
Agreement will expire on the earlier of (a) September 7,
2010, or (b) the date of
termination of the commitments upon an event of default. Borrowings under the Credit Agreement may
be used for working capital and other general corporate purposes of the Company, Hartford Life and
their respective subsidiaries, including, but not limited to, the repayment of maturing commercial
paper.
A copy of the Credit Agreement is filed herewith as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 with respect to the Company’s $1.0 billion Second
Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as
of February 26, 2003, as amended, and the Company’s and Hartford Life’s $490 million Three-Year
Competitive Advance and Revolving Credit Facility Agreement, dated as of December 31, 2002, as
amended, is hereby incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-
Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item
2.03.