8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 17, 2008
The Hartford Financial Services Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
001-13958
(Commission File
Number)
|
|
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/A filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
Explanatory Note
This Form 8-K/A amends the Form 8-K of The Hartford Financial Services Group, Inc. (the
“Company”) dated October 17, 2008 to file the agreements and other instruments relating to the
Company’s sale of certain securities to Allianz SE.
|
|
|
| Item 1.01. |
|
Entry into a Material Definitive Agreement. |
On October 17, 2008, the Company entered into an Investment Agreement (the “Investment
Agreement”) with Allianz SE (“Allianz”), as contemplated by the previously announced Transaction
Agreement entered into by the parties on October 6, 2008 (the “Transaction Agreement”). On
execution, the Investment Agreement superseded the Transaction Agreement. The description below
is qualified in its entirety by reference to the Investment Agreement, which is filed as Exhibit
10.1 to this Form 8-K/A and incorporated by reference herein.
Under the Investment Agreement, among other things, the Company agreed to issue and sell in a
private placement to Allianz for aggregate cash consideration of $2.5 billion: (i) $1.75 billion
aggregate principal amount of the Company’s 10% Fixed-to-Floating Rate Junior Subordinated
Debentures due 2068 (the “Debentures”); (ii) 6,048,387 shares of the Company’s Series D Non-Voting
Contingent Convertible Preferred Stock (the “Series D Preferred Stock”), initially convertible (as
discussed below) into 24,193,548 shares of the Company’s common stock (the “Common Stock”) at an
issue price of $31.00 per share of Common Stock; and (iii) warrants (the “Warrants”) to purchase
the Company’s Series B Non-Voting Contingent Convertible Preferred Stock (the “Series B Preferred
Stock”) and Series C Non-Voting Contingent Convertible Preferred Stock (the “Series C Preferred
Stock” and, together with the Series B Preferred Stock and the Series D Preferred Stock, the
“Preferred Stock”) structured to entitle Allianz, upon receipt of necessary approvals, to purchase
69,115,324 shares of Common Stock at an initial exercise price of $25.32 per share of Common Stock.
The private placement closed on October 17, 2008 (the “Closing Date”). See Item 3.02 herein for
additional information about the terms of the Preferred Stock and Warrants.
Exercise of the Warrants and conversion of the Preferred Stock are subject to receipt of
specified governmental and regulatory approvals. In addition, the conversion into 34,308,872
shares of Common Stock of the Series C Preferred Stock underlying certain of the Warrants is
subject to the approval of the Company’s stockholders in accordance with applicable regulations of
the New York Stock Exchange. Under the Investment Agreement, the Company is obligated to pay
Allianz $75 million if such stockholder approval is not obtained at the first stockholder meeting
to consider such approval, and $50 million if such stockholder approval is not obtained at a second
such meeting. If such stockholder approval is not obtained at such second meeting, the Company
would be obligated to use its reasonable best efforts to list the Series C Preferred Stock on a
public securities exchange.
The Company has also agreed that, for the one-year period following the Closing Date, it will
pay certain amounts to Allianz if the Company effects or agrees to effect any transaction (or
series of transactions) pursuant to which any person or group (within the meaning of the U.S.
federal securities laws) is issued Common Stock or certain equity-related instruments constituting
more than 5% of the Company’s fully-diluted Common Stock outstanding at the time for an effective
price per share (determined as provided in the Investment Agreement) of less than $25.32. Amounts
so payable depend on the effective price for the applicable transaction (or the weighted average
price for a series of transactions) and range from $50 million if the effective price per share is
between $25.31 and $23.00, $150 million if between $22.99 and $20.00, $200 million if between
$19.99 and $15.00 and $300 million if $14.99 or less.
2
Standstill Provisions
Under the Investment Agreement, Allianz has agreed to certain standstill provisions that are
also applicable to its subsidiaries and affiliates lasting until October 6, 2018, including
limitations or prohibitions, among other things, on the acquisition of shares of Common Stock that
would result in its beneficially owning more than 25% of the outstanding Common Stock, making or
proposing a merger or change of control transaction or soliciting proxies, subject in each case to
certain exceptions for a change of control and other matters, as specified in the Investment
Agreement.
The Company has also agreed under the Investment Agreement that, prior to entering into any
binding agreement to effect a merger or similar business combination with a third party or to pay a
break-up fee or similar compensation to a third party with respect to such a potential transaction,
it will permit Allianz a reasonable period of time to conduct due diligence and make a bona fide
competing proposal to the Company.
|
|
|
| Item 2.03. |
|
Creation of a Direct Financial Obligation |
As described under Item 1.01 above, pursuant to the Investment Agreement, the Company issued
to Allianz $1.75 billion of Debentures. The Debentures were issued pursuant to a Junior
Subordinated Indenture, dated as of June 6, 2008, between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental
Indenture between the Company and the Trustee, dated as of October 17, 2008. The Debentures rank
pari passu with the Company’s 8.125% Fixed-to-Floating Rate Junior Subordinated Debentures due
2068. The Debentures initially bear interest at an annual rate of 10%, payable semi-annually,
until October 15, 2018. Thereafter, the Debentures bear interest at an annual rate of three-month
LIBOR plus 6.824%, payable quarterly. The foregoing description is qualified in its entirety by
reference to the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Form 8-K/A
and incorporated by reference herein.
|
|
|
| Item 3.02. |
|
Unregistered Sales of Equity Securities |
As described under Item 1.01 above, pursuant to the Investment Agreement, on October 17, 2008,
the Company issued to Allianz in a private placement pursuant to Section 4(2) of the Securities Act
of 1933, as amended, the Series D Preferred Stock for an aggregate cash purchase price of $750
million together with the Warrants. Until the third anniversary of the Closing Date, Allianz has
agreed not to transfer the Warrants, the related Preferred Stock and any Common Stock received upon
exercise of the Warrants or the Preferred Stock, or to engage in transactions with equivalent
economic effect, except for transfers to specified affiliates of Allianz.
Preferred Stock
Each Series of Preferred Stock ranks pari passu with each other Series of Preferred Stock and
participates on a pari passu basis with dividends and other distributions paid on the Common Stock.
The Preferred Stock has no voting rights. Each share of Preferred Stock is initially convertible
into four shares of Common Stock, subject to receipt of specified governmental, regulatory and
other approvals (including receipt of stockholder approval as described above in the case of the
Series C Preferred Stock), which vary by Series. The conversion ratio under the Preferred Stock is
subject to adjustment in certain circumstances.
Warrants
Subject to receipt of specified governmental, regulatory and other approvals, the Warrants are
exercisable to purchase 69,115,324 shares of Common Stock at an initial exercise price of $25.32
per share. Pending receipt of such approvals, the Warrants are immediately exercisable for the
Series B Preferred Stock and the Series C Preferred Stock, which are initially convertible, in the
aggregate, into such number of shares of Common Stock. The exercise price under the Warrants is
subject to adjustment in certain circumstances. The Warrants have a term of seven years. The
foregoing description is qualified in its entirety by reference to the forms of the Warrants, which
are filed as Exhibits 4.2 and 4.3 to this Form 8-K/A and incorporated by reference herein.
3
Registration Rights Agreement
Under a Registration Rights Agreement between the Company and Allianz, Allianz is entitled to
require the Company to register for resale Common Stock acquired by it upon exercise or conversion
of the Warrants and the Preferred Stock under the U.S. federal securities laws. In certain
circumstances, Allianz is also entitled to demand registration of the Warrants and the Series C
Preferred Stock. Allianz’s rights to require registration are subject to customary blackout and
suspension periods. Allianz will also have customary piggyback registration rights. The foregoing
description is qualified in its entirety by reference to the Registration Rights Agreement, which
is filed as Exhibit 4.4 to this Form 8-K/A and incorporated by reference herein.
|
|
|
| Item 5.03. |
|
Amendments to Articles of Incorporation |
In connection with the issuance of the Preferred Stock, the Company filed with the Secretary
of State of the State of Delaware Certificates of Designation establishing the terms of the
Preferred Stock as described above, which amended the Company’s Amended and Restated Certificate of
Incorporation, effective immediately upon filing on October 17, 2008. The foregoing description is
qualified in its entirety by reference to the Certificates of Designation, which are filed as
Exhibits 3.1, 3.2 and 3.3 to this Form 8-K/A and incorporated by reference herein.
|
|
|
| Item 7.01. |
|
Regulation FD Disclosures |
On October 17, 2008, the Company issued a press release announcing the closing of the
transactions contemplated by the Investment Agreement. The press release is furnished as Exhibit
99.1 to this Form 8-K/A.
In connection with the issuance of the Debentures, the Company entered into a replacement
capital covenant (the “RCC”), whereby the Company agreed for the benefit of certain of its
debtholders named therein that it will not repay, redeem, defease or repurchase and will cause its
subsidiaries not to purchase, as applicable, all or any portion of the Debentures at any time prior
to October 15, 2048, except to the extent that the principal amount repaid or defeased or the
applicable redemption or purchase price does not exceed the applicable percentage (as defined in
the RCC) of the proceeds from the sale of certain replacement capital securities as set forth in
the RCC. The foregoing description is qualified in its entirety by reference to the RCC, which is
filed as Exhibit 10.2 to this Form 8-K/A and is incorporated by reference herein.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
3.1
|
|
Certificate of Designations with respect to Series B Non-Voting Contingent Convertible Preferred Stock
(including form of stock certificate) |
3.2
|
|
Certificate of Designations of Series C Non-Voting Contingent Convertible Preferred Stock (including
form of stock certificate) |
3.3
|
|
Certificate of Designation of Series D Non-Voting Contingent Convertible Preferred Stock (including
form of stock certificate) |
4.1
|
|
Second Supplemental Indenture, dated as of October 17, 2008, between The Hartford Financial
Services Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating
to the 10% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 (including form of
Debenture) |
4.2
|
|
Form of Series B Warrant to Purchase Shares of Non-Voting Contingent Convertible Preferred Stock |
4.3
|
|
Form of Series C Warrant to Purchase Shares of Non-Voting Contingent Convertible Preferred Stock |
4.4
|
|
Registration Rights Agreement, dated as of October 17, 2008, between The Hartford Financial
Services Group, Inc. and Allianz SE |
10.1
|
|
Investment Agreement, dated as of October 17, 2008, between The Hartford Financial Services
Group, Inc. and Allianz SE |
10.2
|
|
Replacement Capital Covenant, dated as of October 17, 2008 |
99.1
|
|
Press Release of The Hartford Financial Services Group, Inc., dated October 17, 2008 |
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
|
The Hartford Financial Services Group, Inc. |
|
|
|
|
|
Date: October 17, 2008
|
|
By:
|
|
/s/ Ricardo A. Anzaldua |
|
|
|
|
|
|
|
Name:
|
|
Ricardo A. Anzaldua |
|
|
Title:
|
|
Senior Vice President and Corporate Secretary |
INDEX OF EXHIBITS
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
3.1
|
|
Certificate of Designations with respect to Series B Non-Voting Contingent Convertible Preferred Stock
(including form of stock certificate) |
3.2
|
|
Certificate of Designations of Series C Non-Voting Contingent Convertible Preferred Stock (including
form of stock certificate) |
3.3
|
|
Certificate of Designation of Series D Non-Voting Contingent Convertible Preferred Stock (including
form of stock certificate) |
4.1
|
|
Second Supplemental Indenture, dated as of October 17, 2008, between The Hartford Financial
Services Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating
to the 10% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 (including form of
Debenture) |
4.2
|
|
Form of Series B Warrant to Purchase Shares of Non-Voting Contingent Convertible Preferred Stock |
4.3
|
|
Form of Series C Warrant to Purchase Shares of Non-Voting Contingent Convertible Preferred Stock |
4.4
|
|
Registration Rights Agreement, dated as of October 17, 2008, between The Hartford Financial
Services Group, Inc. and Allianz SE |
10.1
|
|
Investment Agreement, dated as of October 17, 2008, between The Hartford Financial Services
Group, Inc. and Allianz SE |
10.2
|
|
Replacement Capital Covenant, dated as of October 17, 2008 |
99.1
|
|
Press Release of The Hartford Financial Services Group, Inc., dated October 17, 2008 |