SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1475343
(State or other jurisdiction (IRS Employer
of incorporation) 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
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock
Rights Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities To Be Registered
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On September 21, 1998, the Board of Directors of HSB Group, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Company Common Stock to stockholders of record at the close of business
on November 28, 1998 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one two-hundredth of a
share (a "Unit") of Series A Junior Participating Preferred Stock, without par
value (the "Preferred Stock"), at a Purchase Price of $162 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and BankBoston N.A., as
Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) the close of business on the tenth business day
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) the close of business on
the tenth business day (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an Acquiring Person. An Acquiring Person shall not
include Employers Reinsurance Corporation ("ERC") in the event of ERC's
conversion of its Convertible Capital Securities into Common Stock of the
Company unless and until it acquires 1% or more additional shares of the
outstanding Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference
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and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M. (Boston time) on November 28, 2008 (unless extended prior thereto
by the Board of Directors), or earlier if redeemed or exchanged by the Company
as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except pursuant to
an offer for all outstanding shares of Common Stock which the Board of Directors
determines not to be inadequate and to otherwise be in the best interests of the
Company and its stockholders, after receiving advice from one or more investment
banking firms (a "Qualified Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. The Exercise Price is the Purchase Price
times the number of shares of Common Stock associated with each Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
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For example, at an exercise price of $162 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $324 worth
of Common Stock (or other consideration, as noted above) for $162. Assuming that
the Common Stock had a per share value of $40 at such time, the holder of each
valid Right would be entitled to purchase 8.1 shares of Common Stock for $162.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Qualified Offer), (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one two-hundredth of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to
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adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until the close of business on the tenth business day following
the Stock Acquisition Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price. The foregoing notwithstanding, the Rights
generally may not be redeemed for one hundred eighty (180) days following a
change in a majority of the Board of Directors as a result of a proxy contest.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the
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acquiring company or in the event of the redemption of the Rights as set forth
above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment may be
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made at such time as the Rights are not redeemable.
As of November 28, 1998, there were 28,968,129 shares of Common Stock of
the Company outstanding and 921,428 shares of Common Stock reserved for
issuance. Each share of Common Stock of the Company outstanding at the Close of
Business on November 28, 1998 received one Right. So long as the Rights are
attached to the Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be deemed to
be delivered for each share of Common Stock issued or transferred by the Company
in the future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when it
issues Common Stock only if the Board deems it to be necessary or appropriate,
or in connection with the issuance of shares of Common Stock pursuant to the
exercise of stock options or under employee plans or upon the exercise,
conversion or exchange of certain securities of the Company. There are 250,000
shares of Preferred Stock initially reserved for issuance upon exercise of the
Rights.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer at a
fair price and otherwise in the best interests of the Company and its
stockholders as determined by a
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majority of the Directors who are not affiliated with the person making the
offer, or willing to negotiate with the Board. The Rights should not interfere
with any merger or other business combination approved by the Board since the
Board may, at its option, at any time until ten business days following the
Stock Acquisition Date redeem all but not less than all of the then outstanding
Rights at the Redemption Price.
The Rights Agreement, dated as of November 28, 1998, between the Company
and BankBoston, N.A., as Rights Agent, specifying the terms of the Rights is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibit. A Certificate of Incorporation setting forth the terms of the
Preferred Stock was filed with the Secretary of State of the State of
Connecticut on June 13, 1997.
Item 2. Exhibits.
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Exhibit Description Page
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1 Rights Agreement, dated as of November 28, 1998
between HSB Group, Inc. and BankBoston, N.A., as
Rights Agent, including the form of Rights
Certificate as Exhibit A. Pursuant to the Rights
Agreement, printed Rights Certificates will not
be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).
(Incorporated by reference to Exhibit No.4 to
the Current Report on Form 8-K of HSB
Group, Inc., dated December 2, 1998)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, hereunto duly authorized.
Dated: December 8, 1998 HSB GROUP, INC.
By: /s/ R. Kevin Price
Name: R. Kevin Price
Title: Senior Vice President & Corporate
Secretary
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