HSB GROUP INC
8-K, 1997-11-05
FIRE, MARINE & CASUALTY INSURANCE
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                     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) - October 27, 1997

                               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)




<PAGE>


Item 5.  Other Events

Attached as Exhibits 99(i) and 99(ii) are copies of the Registrant's  press
releases which are incorporated herein by reference.

Item 7(c)  Exhibits.

99(i). Press release dated October 27, 1997 announcing third quarter results.

99(ii) Press release dated November 4, 1997  announcing  declaration of January
1998 dividend.



























                                     -2-


<PAGE>


     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:  November 4,  1997                         /s/ R. Kevin Price
                                                       R. Kevin Price
                                                       Senior Vice President
                                                       and Corporate Secretary



























                                                        -3-



                                                       Exhibit 99(i)

                                                  Contact:
                                                  James C. Rowan, Jr
                                                  (860) 722-5180


HSB GROUP, INC. REPORTS GAINS IN THIRD QUARTER RESULTS

HARTFORD,  CT, October 27, 1997 - HSB Group, Inc. (NYSE-HSB),  the parent of The
Hartford  Steam Boiler  Inspection  and Insurance  Company,  today  reported net
income of 76 cents per common  share,  an increase of 31 percent  compared to 58
cents per share in the third quarter of 1996.

Income per share from third quarter  continuing  operations,  excluding realized
gains,  was 70 cents,  an  increase  of 37 percent  from 51 cents last year.  As
announced earlier,  HSB Group's interest in Radian International LLC is reported
as a "discontinued operation." HSB Group has determined it will put its interest
in the venture to The Dow Chemical Company for approximately  $145 million on or
about Jan. 1, 1998.

HSB Group's net earned insurance  premiums grew 6.6 percent in the third quarter
of 1997 from the same period a year ago. "We continue to see excellent growth in
our commercial  client  company  business,"  said HSB Group  President and Chief
Executive  Officer  Gordon W. Kreh.  "The combined ratio - the sum of our losses
and expenses as a percentage of our insurance  revenue - was 92.0 percent,  down
from 96.3  percent  in the third  quarter  of 1996.  The  expense  ratio for the
quarter declined to 47.4 percent."

The year-to-date insurance operating gain was up 129 percent over last year.

HSB  engineering  services  revenues  increased  10.8 percent.  The  engineering
services  margin of 6.3 percent  reflects  investment of operating  funds in the
long-term  future of the business.  Investment  income,  net of related interest
expense, was $9.1 million, compared to $7.6 million in the previous year.

During the third quarter of 1997,  HSB Group  repurchased  645,000 shares of HSB
common stock under a two million  share  repurchase  authorization.  Through the
first nine months of 1997, the company had repurchased approximately one million
shares of common stock.

HSB Group is the parent of The Hartford  Steam Boiler  Inspection  and Insurance
Company,  which has specialized in loss prevention and loss control  engineering
since 1866 and is the largest provider of equipment  breakdown  insurance in the
world.



HSB GROUP, INC.
In millions, except per share amounts

SUMMARY OF OPERATIONS

                            Quarter                      Year-to-Date
                         Ended Sept. 30     Percent    Sept. 30          Percent
                         1997      1996**   Change     1997    1996**    Change
                         ----      ------   ------     ----    -----     ------
Gross earned premium    $151.6     $143.1   5.9%     $456.6   $414.5   10.1%
Reinsurance               30.3       29.3              95.7     79.4
                         ----      ------              ----    -----
  Net earned premium     121.3      113.8   6.6%      360.9    335.1
Claims and adjustment
 expenses                 54.1       54.5             157.0    155.4
Policy acquisition 
 expenses                 23.5       21.4              67.5     63.9
Underwriting and
 inspection expenses      34.2       34.2             105.5    102.3
                         ----      ------              ----    -----
  Insurance operating
   gain                 $  9.5     $  3.7            $ 30.9   $ 13.5
                         ----      ------              ----    -----

     Loss ratio           44.6%      47.9%             43.5%    46.4%
     Expense ratio*       47.4%      48.4%             47.8%    49.1%
     Combined ratio*      92.0%      96.3%             91.3%    95.5%

Net eng. services rev.   $ 15.5    $ 14.0     10.8%  $ 45.2   $ 40.8    10.8%
Net eng. services exp.     14.5      12.4              42.3     36.0
                         -----     ------              ----    -----
 Engineering services
 operating gain          $  1.0    $  1.6            $  2.9   $  4.8
                         -----     ------              ----    -----
  Engineering services
  net operating margin
                            6.3%     11.4%              6.5%    11.8%

Investment income,
 net of related
 interest expense        $  9.1    $  7.6     19.6%  $ 25.8   $ 23.5    5.0%
Realized investment gains   2.3       2.5               6.2      8.5
                         -----     ------              ----     -----
 Income from investment
 operations              $ 11.4    $ 10.1            $ 32.0   $ 32.0

Interest expense            0.4       -                 0.9      0.4
                         -----     ------              ----     -----
Income from continuing
operations before income
taxes and distributions
on capital securities
                         $ 21.5    $ 15.4            $ 64.9   $ 49.9

Income taxes                5.3       3.5              16.5     11.7

Distribution on capital
securities of subsidiary
trust, net of tax           1.0         -               1.0       -
                          -----     -----               ----    -----
Income from continuing
operations               $ 15.2    $ 11.9            $ 47.4   $ 38.2
Discontinued operations:
Income from operations
of Radian
International LLC            -       (0.3)              -        3.8
                          -----     -----              -----    -----
Net income               $ 15.2    $ 11.6            $ 47.4   $ 42.0
                          =====     =====              =====    =====
Income from continuing
operations per
common share              $ 0.76   $  0.59   28.8%   $  2.35  $  1.88   25.0%
Net income
per common share          $ 0.76   $  0.58   31.0%   $  2.35  $  2.07   13.5%
Dividends declared
per common share          $ 0.60   $  0.57           $  1.74  $ 1.71
Average common shares
outstanding and
common stock equivalents   19.9      20.1              20.1    20.2

*  1997 and 1996  excludes  goodwill  amortization  related to EIG. 1996
   excludes minority  interest  related to EIG. 
** Restated for the effects of discontinued operations.


HSB GROUP, INC.
In millions, except per share amounts


SUMMARY OF FINANCIAL POSITION

                                   Sept. 30       Dec. 31      Percent
                                     1997           1996       Change
                                   --------       ----------   --------
Assets
Cash and short-term investments    $    139.9     $    102.4
Fixed maturities, at fair value         247.6          235.8
Equity securities, at fair value        325.8          262.7
                                   ----------     ----------
     Cash and invested assets           713.3          600.9
Insurance premiums receivable           126.8          106.4  
Engineering services receivable          12.9           11.7 
Fixed assets                             28.4           31.7
Investment in Radian                     85.0           79.7
Reinsurance assets                      146.4          162.9
Other assets                            143.9          123.0
                                   ----------     ----------
Total assets                       $  1,256.7     $  1,116.3     12.6%
                                   ==========     ==========

Liabilities
Unearned premiums                  $    295.8     $    270.6 
Claims and adjustment expenses          278.8          302.9
Total borrowings                         43.1           28.3
Other liabilities                       189.6          148.9
                                   ----------     ----------
Total liabilities                       807.3          750.7

Convertible redeemable preferred stock
  Series B                               20.0           20.0

Company Obligated Mandatorily
 Redeemable Capital Securities of
 Subsidiary Trust Holding Solely 
 Junior Subordinated Deferrable 
 Interest Debentures of the Company     108.9             -

Shareholders' equity                    320.5          345.6
                                    ----------    ----------
Total                              $  1,256.7     $  1,116.3
                                    ==========    ==========

Common shareholders' equity 
 per share                         $     16.73    $    17.25   (3.0%)

Based on common shares outstanding of    19.2          20.0



                                                            Exhibit 99(ii)


                                                            CONTACT:
                                                            James C. Rowan, Jr.
                                                            (860) 722-5180

FOR IMMEDIATE RELEASE


HSB GROUP DECLARES DIVIDEND


HARTFORD,  CT,  November 4, 1997 -- The Board of  Directors  of HSB Group,  Inc.
(NYSE-HSB)  today declared a regular  quarterly  dividend of 60 cents per share,
payable  January 28, 1998,  to  shareholders  of record at the close of business
January 9, 1998. This will mark the 127th  consecutive year in which the company
has paid a dividend.







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