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): June 26, 2009
The Hartford Financial Services Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-13958
(Commission File Number)
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13-3317783
(IRS Employer Identification Number) |
One Hartford Plaza
Hartford, Connecticut 06155
(Address of principal executive offices)
(860) 547-5000
(Registrant’s telephone number, including area code)
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))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On June 26, 2009, The Hartford Financial Services Group, Inc. (the “Company”), entered into a
letter agreement, including a Securities Purchase Agreement—Standard Terms incorporated therein
(collectively, the “Agreement”), with the U.S. Department of the Treasury (“Treasury”) pursuant to
the TARP Capital Purchase Program. The Company also entered into a
letter agreement (the “Letter Agreement”)
with the Treasury that confirms the parties’ understandings of specified provisions of the
Agreement with respect to the Emergency Economic Stabilization Act of 2008. The foregoing
description is qualified in its entirety by reference to the
Agreement and the Letter Agreement, copies
of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by
reference.
Under the Agreement, the Company issued to Treasury, on June 26, 2009, 3,400,000 shares of
Preferred Stock (as defined below) and a warrant (the “Warrant”) to purchase, within the ten-year
term of the Warrant, up to 52,093,973 shares of the Company’s common stock at an initial exercise
price of $9.79 per share for an aggregate purchase price of $3.4 billion in cash. The foregoing
description is qualified in its entirety by reference to the Warrant, a copy of which is filed as
Exhibit 4.1 hereto and is incorporated herein by reference.
The
Agreement and the Letter Agreement contain limitations on certain actions of the Company,
including, but not limited to, payment of dividends in excess of the Company’s current quarterly
cash dividend of $0.05 per share, redemptions and acquisitions of Company equity securities, and
compensation of senior executive officers. Please refer to the documents incorporated herein by
reference for a complete description of these limitations.
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| Item 3.02. |
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Unregistered Sale of Equity Securities. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is
incorporated herein by reference.
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| Item 3.03. |
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Material Modification to Rights of Security Holders. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is
incorporated herein by reference.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is
incorporated herein by reference.
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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On June 25, 2009, in connection with the issuance of the Preferred Stock, the Company filed
with the Secretary of State of the State of Delaware, a Certificate of Designations for the purpose
of amending its Certificate of Incorporation to fix the designations, preferences, limitations and
relative rights of a new series of Series E Fixed Rate Cumulative Perpetual Preferred Stock, par
value $0.01 per share and liquidation preference of $1,000 per share (the “Preferred Stock”) in
connection with the Agreement. The Certificate of Designations was effective immediately upon
filing. The foregoing description is qualified in its entirety by reference to the Certificate of
Designations, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
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In order to satisfy a key eligibility requirement for participating in the TARP Capital
Purchase Program pursuant to the Agreement, on June 24, 2009, the Company completed its acquisition
of Federal Trust Corporation, the parent company of Federal Trust Bank, a federally chartered
FDIC-insured savings bank headquartered in Sanford, Florida.
On June 26, 2009, the Company issued a press release announcing the closing of the
transactions contemplated by the Agreement. The press release is filed as Exhibit 99.1 to this
Form 8-K and is incorporated by reference herein.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit |
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| No. |
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Description |
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3.1 |
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Certificate of Designations of The Hartford Financial Services Group, Inc. with
respect to Series E Fixed Rate Cumulative Perpetual Preferred Stock, dated June
25, 2009 |
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4.1 |
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Warrant to Purchase Shares of Common Stock of The Hartford Financial Services
Group, Inc., dated June 26, 2009 |
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10.1 |
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Letter Agreement including the Securities Purchase Agreement—Standard Terms
incorporated therein, between The Hartford Financial Services Group, Inc. and
The United States Department of the Treasury, dated June 26, 2009 |
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10.2 |
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Letter Agreement between The Hartford Financial Services Group, Inc. and The United
States Department of the Treasury, dated June 26, 2009 |
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99.1 |
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Press Release of The Hartford Financial Services Group, Inc., dated June 26, 2009 |
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