-----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, KHEg7ig4tYFGzy/VYyGnfLTmws5KLYWeqgtBcACe687CzHlZy+mzcWwQOEEr0SbM qT56gUvSH7EO3vtHVLBpbg== 0000914039-02-000248.txt : 20020517 0000914039-02-000248.hdr.sgml : 20020517 20020517141821 ACCESSION NUMBER: 0000914039-02-000248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020517 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD FINANCIAL SERVICES GROUP INC/DE CENTRAL INDEX KEY: 0000874766 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 133317783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13958 FILM NUMBER: 02656028 BUSINESS ADDRESS: STREET 1: HARTFORD PLZ CITY: HARTFORD STATE: CT ZIP: 06115 BUSINESS PHONE: 8605475000 MAIL ADDRESS: STREET 1: HARTFORD PLAZA T-15 CITY: HARTFORD STATE: CT ZIP: 06115 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD GROUP INC /DE DATE OF NAME CHANGE: 19930328 8-K 1 y60733e8-k.txt FORM 8-K 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): May 17, 2002
THE HARTFORD INVESTMENT AND SAVINGS PLAN ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19277 (State or other jurisdiction (Commission of Incorporation) File Number) 13-3317783 (IRS Employer Identification No.)
The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, Connecticut (Address of principal executive offices of registrant) 06115-1900 Zip Code (860) 547-5000 Registrant's telephone number Item 5. Other Events On March 22, 2002, the Board of Directors of The Hartford Financial Services Group, Inc. ("The Hartford"), the sponsor of The Hartford Investment and Savings Plan (the "Plan"), dismissed Arthur Andersen LLP ("Arthur Andersen") as The Hartford's independent auditor. The dismissal became effective with the completion on May 15, 2002 by Arthur Andersen of its review of The Hartford's first quarter 2002 financial statements. Accordingly, Arthur Anderson has also been dismissed as the Plan's independent auditor. In addition, on April 18, 2002, the Board of Directors of The Hartford engaged Deloitte & Touche LLP ("Deloitte") as The Hartford's independent auditors for the fiscal year 2002. Deloitte commenced its engagement with the review of The Hartford's financial statements for the second quarter of 2002. Accordingly, Deloitte has commenced its engagement as the Plan's independent auditors with its review of the Plan's financial statements for the fiscal year ended December 31, 2001. Arthur Andersen's reports on the Plan's consolidated financial statements for each of the years ended December 31, 2000 and 1999 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2000 and 1999 and through the date of this Current Report, there were no disagreements between the Plan and Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused it to make reference to the subject matter in connection with its report on the Plan's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Plan provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated May 17, 2002, stating its agreement with such statements. Item 7. Financial Statements and Exhibits. (a) Financial Statement of Businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) The following are filed as exhibits to this Current Report: Exhibit Number Description - ------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated May 17, 2002. 99.1 Amendment No. 1 to Form 8-K Current Report of The Hartford Financial Services Group, Inc., dated March 29, 2002, as filed with the Securities and Exchange Commission on March 29, 2002. 99.2 Form 8-K Current Report of The Hartford Financial Services Group, Inc., dated April 23, 2002, as filed with the Securities and Exchange Commission on April 23, 2002. SIGNATURE 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 hereunto duly authorized. THE HARTFORD INVESTMENT AND SAVINGS PLAN Date: May 17, 2002 By: /s/ Francis A. Dorion ------------------------- Name: Francis A. Dorion Title: Plan Administrator 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated May 17, 2002. 99.1 Amendment No. 1 Form 8-K Current Report of The Hartford Financial Services Group, Inc., dated March 29, 2002, as filed with the Securities and Exchange Commission on March 29, 2002. 99.2 Form 8-K Current Report of The Hartford Financial Services Group, Inc., dated April 23, 2002, as filed with the Securities and Exchange Commission on April 23, 2002. EX-16.1 3 y60733ex16-1.txt EXHIBIT 16.1 EXHIBIT 16.1 [ANDERSEN LOGO] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 17, 2002 Dear Sir/Madam: We have read Item 5 included in the Form 8-K dated May 17, 2002 of The Hartford Investment and Savings Plan to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP ______________________________ Arthur Andersen LLP cc: Francis A. Dorion, Administrator, The Hartford Investment and Savings Plan EX-99.1 4 y60733ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2002
THE HARTFORD FINANCIAL SERVICES GROUP, INC. ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19277 (State or other jurisdiction (Commission of Incorporation) File Number) 13-3317783 (IRS Employer Identification No.)
The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, Connecticut (Address of principal executive offices of registrant) 06115-1900 Zip Code (860) 547-5000 Registrant's telephone number Item 4. Changes in Registrant's Certifying Accountants. On March 22, 2002, the Board of Directors of The Hartford Financial Services Group, Inc. (the "Company") dismissed Arthur Andersen LLP ("Arthur Andersen") as the Company's independent auditor. The dismissal will become effective once Arthur Andersen completes its review of the Company's first quarter 2002 financial statements. As previously disclosed in the Company's 2002 proxy statement, the Company's Audit Committee is conducting a Request for Proposal process, which is expected to be completed in the second quarter of 2002 with the formal appointment by the Company's Board of Directors of a new auditor. Arthur Andersen's reports on the Company's consolidated financial statements for each of the years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2001 and 2000 and through the date of this Current Report, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused it to make reference to the subject matter in connection with its report on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated March 29, 2002, stating its agreement with such statements. The Company's 2002 proxy statement includes an item seeking shareholder ratification of the appointment of Arthur Andersen as the Company's independent auditors for the fiscal year ending December 31, 2002. As a result of the Board's decision described above, the Board has decided to withdraw the item from consideration at the annual shareholders' meeting to be held on April 18, 2002. Item 7. Financial Statements and Exhibits. (a) Financial Statement of Businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) The following are filed as exhibits to this Current Report: Exhibit Number Description - ------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated March 29, 2002. 99.1 Press Release dated March 22, 2002. SIGNATURE 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 hereunto duly authorized. THE HARTFORD FINANCIAL SERVICES GROUP, INC. Date: March 29, 2002 By: /s/ Neal S. Wolin ------------------------- Name: Neal S. Wolin Title: Executive Vice President and General Counsel 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated March 29, 2002. 99.1 Press Release dated March 22, 2002. EXHIBIT 16.1 [ANDERSEN LOGO] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 March 29, 2002 Dear Sir/Madam: We have read Item 4 included in Amendment No. 1 to the Form 8-K dated March 29, 2002 of The Hartford Financial Services Group, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP cc: David M. Johnson, Chief Financial Officer, The Hartford Financial Services Group, Inc. EXHIBIT 99.1 [THE HARTFORD LOGO] NEWS RELEASE Hartford Plaza - Hartford, CT 06115 Date: March 22, 2002 For Release: Upon Receipt Contact: Media Investors Cynthia Michener Joyce Willis Michael Lesperance 860/547-5624 860/547-4951 860/547-6781 cynthia.michener@thehartford.com jwillis@thehartford.com michael.lesperance@thehartford.com THE HARTFORD NARROWS AUDITOR SELECTION Arthur Andersen Not Selected as Finalist in RFP Process HARTFORD, CONN. -- The Hartford Financial Services Group, Inc. (NYSE: HIG) announced today that it has selected finalists in its "Request for Proposal" (RFP) process to determine the company's auditor for fiscal year 2002. Arthur Andersen will not be considered in the final review, which is expected to be completed during the second quarter. As disclosed in The Hartford's proxy statement filed with the Securities and Exchange Commission, The Hartford initiated an RFP last month to select the best auditor for the company. Andersen, along with other Big Five accounting firms, was invited to participate in the process. The Board of Directors accordingly is withdrawing the agenda item from the April 18, 2002, annual meeting that asks shareholders to ratify the approval of Andersen as auditor for fiscal year 2002. Andersen will review The Hartford's first-quarter financial statements as scheduled. The successor independent accountant, once chosen, will review subsequent quarterly statements, including the first quarter, and audit the company's full 2002 fiscal-year financial statement. "For the past 30 years, Arthur Andersen's team of auditors at The Hartford have demonstrated professionalism and integrity," said Ramani Ayer, The Hartford's chairman and CEO. "Their devoted service has made significant contributions to The Hartford." The Hartford (NYSE: HIG) is one of the nation's largest investment and insurance companies, with 2001 revenues of $15.1 billion. As of Dec. 31, 2001, The Hartford had assets of $181.2 billion and shareholders' equity of $9.0 billion. The company is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; business property and casualty insurance; and reinsurance. The Hartford's Internet address is www.thehartford.com ### EX-99.2 5 y60733ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 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): April 23, 2002
THE HARTFORD FINANCIAL SERVICES GROUP, INC. ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19277 (State or other jurisdiction (Commission of Incorporation) File Number) 13-3317783 (IRS Employer Identification No.)
The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, Connecticut (Address of principal executive offices of registrant) 06115-1900 Zip Code (860) 547-5000 Registrant's telephone number Item 4. Changes in Registrant's Certifying Accountants. On April 18, 2002, the Board of Directors of The Hartford Financial Services Group, Inc. (the "Company") engaged Deloitte & Touche LLP ("Deloitte") as the Company's independent auditors for the fiscal year 2002. Deloitte will commence its engagement with the review of the Company's financial statements for the second quarter of 2002. Item 7. Financial Statements and Exhibits. (a) Financial Statement of Businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) The following are filed as exhibits to this Current Report: Exhibit Number Description - ------- ----------- 99.1 Press Release dated April 18, 2002. SIGNATURE 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 hereunto duly authorized. THE HARTFORD FINANCIAL SERVICES GROUP, INC. Date: April 23, 2002 By: /s/ Neal S. Wolin ------------------------- Name: Neal S. Wolin Title: Executive Vice President and General Counsel 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated April 18, 2002. Exhibit 99.1 [The Hartford LOGO] NEWS RELEASE Hartford Plaza - Hartford, CT 06115 Date: April 18, 2002 For Release: Upon Receipt Contact: MEDIA INVESTORS Cynthia Michener Joyce Willis Stuart Carlisle 860/547-5624 860/547-4951 860/547-8418 cynthia.michener@thehartford.com jwillis@thehartford.com stuart.carlisle@thehartford.com -------------------------------- ----------------------- -------------------------------
THE HARTFORD SELECTS DELOITTE & TOUCHE AS AUDITOR HARTFORD, CONN. -- The Hartford Financial Services Group, Inc. announced today that its Board of Directors appointed Deloitte & Touche LLP as its independent accountant for fiscal year 2002 following the completion of a thorough due diligence process. The Hartford initiated a "Request for Proposal" (RFP) selection process in February as disclosed in its proxy statement filed with the Securities and Exchange Commission. The RFP process was conducted under the direction of The Hartford's audit committee of the Board of Directors. Deloitte & Touche will commence its engagement with the review of The Hartford's financial statements for the second quarter of 2002. Deloitte & Touche's audit of the company's full 2002 results will include financial results for the first quarter. The Hartford (NYSE: HIG) is one of the nation's largest investment and insurance companies, with 2001 revenues of $15.1 billion. As of Dec. 31, 2001, The Hartford had assets of $181.2 billion and shareholders' equity of $9.0 billion. The company is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; business property and casualty insurance; and reinsurance. The Hartford's Internet address is www.thehartford.com. # # # Certain statements made in this release should be considered forward looking information as defined in the Private Securities Litigation Reform Act of 1995. The Hartford cautions investors that any such forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors are directed to consider the risks and uncertainties in our business that may affect future performance and that are discussed in readily available documents, including the company's annual report and other documents filed by The Hartford with the Securities and Exchange Commission. These uncertainties include the possibility of general economic and business conditions that are less favorable than anticipated, changes in interest rates or the stock markets, stronger than anticipated competitive activity, and more frequent or severe natural catastrophes than anticipated. -----END PRIVACY-ENHANCED MESSAGE-----