-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZnc98XOsO0aZf0aKmH0Y/D5TwcYEDQV2MvNH3VajX2jyZmxlnF44DrLbnx1QW8D KdzOnLvNnZMPhf/N4TxBBA== /in/edgar/work/20000724/0001034588-00-000013/0001034588-00-000013.txt : 20000921 0001034588-00-000013.hdr.sgml : 20000921 ACCESSION NUMBER: 0001034588-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000724 ITEM INFORMATION: FILED AS OF DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSB GROUP INC CENTRAL INDEX KEY: 0001034588 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 061475343 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13135 FILM NUMBER: 677565 BUSINESS ADDRESS: STREET 1: ONE STATE ST STREET 2: P O BOX 5024 CITY: HARTFORD STATE: CT ZIP: 06102-5024 BUSINESS PHONE: 8607221866 MAIL ADDRESS: STREET 1: ONE STATE ST STREET 2: PO BOX 5024 CITY: HARTFORD STATE: CT ZIP: 06102 8-K 1 0001.txt 8-K FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) - July 24, 2000 HSB Group, Inc. (Exact name of registrant as specified in its charter) Connecticut 001-13135 06-1475343 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) One State Street, Hartford, Connecticut 06102-5024 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (860-722-1866) Item 5. Other Events On July 24, 2000, HSB Group, Inc. (the "Company") issued press releases reporting its second quarter earnings and the declaration of a regular quarterly dividend. Included herewith as Exhibits 99(i) and 99(ii) are the Company's press releases related to these announcements and such information is incorporated herein by reference. Item 7. Exhibits. 99(i). Press release dated July 24, 2000 announcing second quarter results. 99(ii).Press release dated July 24, 2000 announcing the declaration of a quarterly dividend of 44 cents per share payable on October 26, 2000. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HSB Group, Inc. Dated: July 24, 2000 /s/ R. Kevin Price R. Kevin Price Senior Vice President and Corporate Secretary EX-99 2 0002.txt PRESS RELEASE Exhibit 99(i) CONTACT: James C. Rowan Jr. Office: (860) 722-5180 FOR IMMEDIATE RELEASE HSB GROUP, INC. REPORTS SECOND QUARTER RESULTS HARTFORD, Conn., July 24, 2000 -- HSB Group, Inc. (NYSE-HSB) today reported that second quarter operating income per share, which excludes realized gains, on a fully diluted basis was $.49 compared to $.43 in the first quarter of 2000 and $.57 in the second quarter of 1999. Net income per share, which includes realized gains, was $.67 in the second quarter compared to $.68 in the first quarter of this year and $.76 in the second quarter of 1999. The combined ratio was 91.1 percent which compares to 93.3 percent in the first quarter and 89.1 percent in the second quarter of last year. Aggregate net earned premiums rose 6.2 percent for the quarter, but were even with 1999 on a year-to-date basis, primarily due to the company's decision to reduce its risk-bearing position in Industrial Risk Insurers. HSB continued to experience double-digit growth year-to-date in its domestic commercial breakdown business reflecting both additional business and pricing increases. Engineering Services revenues for the second quarter increased 44.6 percent over the second quarter of 1999 and on a year-to-date basis were 39.4 percent ahead of last year. The Engineering Services margin was 6.6 percent for the quarter; the year-to-date margin was 7.3 percent compared to 8.3 percent a year ago. The reduced margin reflects continuing investment in Integrated Process Technologies (IPT) which manages facility services for large, geographically dispersed organizations. Income from investment operations was $25.8 million compared to $26.8 million in the second quarter of 1999. Performance of the investment portfolio during the quarter was excellent. "Earnings for the second quarter were generally in line with our objectives and showed good improvement over the first quarter results," said Richard Booth, chairman, president and chief executive officer. "We are making solid improvement on a variety of profit improvement initiatives as we work to position our company for long-term earnings growth." HSB Group, Inc. (NYSE-HSB), the parent company of The Hartford Steam Boiler Inspection and Insurance Company, is a global provider of specialty insurance products, engineering services, and management consulting. The Hartford Steam Boiler Inspection and Insurance Company was founded in 1866 to provide loss prevention service and insurance to businesses, industries and institutions. For more information about HSB, visit its web site at www.hsb.com. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are management's estimates, assumptions and projections and are not guarantees of future performance. Forward-looking statements involve known and unknown risks and uncertainties. These and other important factors, including those mentioned in various Securities and Exchange Commission filings made periodically by the company, may cause the company's actual results and performance to differ materially. Investors and prospective investors should read this news release in conjunction with the company's most recent Form 10-K, Form 10-Q and other documents filed with the Securities and Exchange Commission. Summary of Operations In millions, except per share amounts
Quarter Percent Year-To-Date Percent Ended June 30, Change Ended June 30, Change 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Gross earned premiums $ 176.4 $ 206.8 -14.7% $ 358.5 $ 415.7 -13.8% Ceded premiums 77.0 113.1 167.8 225.5 ------------------------------------------------------------------- Insurance premiums $ 99.4 $ 93.7 $ 190.7 $ 190.2 Claims and adjustment expenses 38.1 37.9 76.9 76.2 Policy acquisition expenses 21.7 21.3 41.5 43.9 Underwriting and inspection expenses 30.8 24.2 57.4 48.2 ------------------------------------------------------------------- Insurance operating gain $ 8.8 $ 10.3 $ 14.9 $ 21.9 ------------------------------------------------------------------- Loss ratio* 38.3% 40.5% 40.3% 40.1% Expense ratio* 52.8% 48.6% 51.9% 48.4% Combined ratio* 91.1% 89.1% 92.2% 88.5% Engineering services revenues $ 40.2 $ 27.8 44.6% $ 77.2 $ 55.4 39.4% Engineering services expenses 37.6 25.6 71.6 50.8 ------------------------------------------------------------------- Engineering services operating gain $ 2.6 $ 2.2 $ 5.6 $ 4.6 ------------------------------------------------------------------- Engineering services operating margin* 6.6% 8.2% 7.3% 8.3% Investment income, net of related interest expense $ 15.6 $ 16.6 -6.0% $ 30.5 $ 32.3 -5.6% Realized investment gains 10.2 10.2 23.5 17.3 ------------------------------------------------------------------- Income from investment operations $ 25.8 $ 26.8 $ 54.0 $ 49.6 Interest expense 0.5 0.6 1.1 1.0 Income before income taxes and distributions on capital securities of subsidiary trusts $ 36.7 $ 38.7 $ 73.4 $ 75.1 Income taxes 12.3 11.4 24.5 22.3 Distribution on capital securities of subsidiary trusts, net of tax 4.7 4.5 9.4 9.0 ------------------------------------------------------------------- Net income $ 19.7 $ 22.8 $ 39.5 $ 43.8 =================================================================== Net Income per common share-assuming dilution $ 0.67 $ 0.76 $ 1.35 $ 1.46 Dividends declared per common share $ 0.44 $ 0.42 $ 0.88 $ 0.84 Average common shares outstanding and common stock equivalents 34.1 34.8 34.3 34.6 - ------------------------------------------------------------------------------------------------------------------------------ * Computation excludes rounding
Summary of Financial Position In millions, except per share amounts June 30, 2000 December 31, 1999 - ------------------------------------------------------------------------------------------------------- Assets Cash and short-term investments $ 107.1 $ 126.5 Fixed maturities, at fair value 471.8 489.8 Equity securities, at fair value 384.5 381.8 ------------------------------------------ Cash and invested assets 963.4 998.1 Reinsurance assets 605.2 850.3 Insurance premiums receivable 70.6 104.4 Engineering services receivable 45.8 39.1 Fixed assets 55.5 58.2 Other assets 212.7 213.1 ------------------------------------------ Total assets $ 1,953.2 $ 2,263.2 ========================================== Liabilities Unearned insurance premiums and ceding commissions $ 272.2 $ 420.1 Claims and adjustment expenses 674.4 782.3 Total borrowings 30.8 66.6 Other liabilities 186.5 208.7 ------------------------------------------ Total liabilities 1,163.9 1,477.7 Company obligated mandatorily redeemable capital securities of subsidiary Trust I holding solely junior subordinated deferrable interest debentures of the Company, net of unamortized discount 107.0 109.0 Company obligated mandatorily redeemable convertible capital securities of subsidiary Trust II holding solely junior subordinated deferrable interest debentures of the Company 300.0 300.0 Shareholders' equity 382.3 376.5 ------------------------------------------ Total $ 1,953.2 $ 2,263.2 ========================================== Shareholders' equity per common share* $ 13.28 $ 12.95 Based on common shares outstanding of 28.8 29.1 Pro forma shareholders' equity per common share assuming conversion of Trust II capital securities and net exercise of "in the money" HSB stock options* $ 19.98 $ 19.61 Based on pro forma common shares outstanding of 34.2 34.5 - ------------------------------------------------------------------------------------------------------- *Computation excludes rounding
EX-99 3 0003.txt PRESS RELEASE Exhibit 99(ii) CONTACT: James C. Rowan Jr. Office: (860) 722-5180 FOR IMMEDIATE RELEASE HSB GROUP, INC. DECLARES DIVIDEND HARTFORD, Conn., July 24, 2000 -- The Board of Directors of HSB Group, Inc. (NYSE-HSB) today declared the regular quarterly dividend of 44 cents per share. The dividend will be payable on October 26, 2000 to shareholders of record at the close of business on October 10, 2000. This marks the 130th consecutive year in which HSB has paid a dividend, one of the longest records of the New York Stock Exchange. -----END PRIVACY-ENHANCED MESSAGE-----