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) - August 18, 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)
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Item 5. Other Events.
HSB Group, Inc. (the "Registrant") and American International Group, Inc.
("AIG") have entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 17, 2000. The Merger Agreement is attached hereto
as Exhibit 2 and is incorporated by reference.
On August 18, 2000, the Registrant and AIG issued a joint press release
announcing the Merger Agreement. The press release is attached hereto as Exhibit
99.1 and is incorporated by reference.
Concurrently with the execution of the Merger Agreement, the Registrant
entered into a Stock Option Agreement with AIG under which AIG has been granted
an option to purchase up to 19.9 percent of the Registrant's common stock under
certain conditions. The Stock Option Agreement is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
The transaction has been approved by the Boards of Directors of both
companies and is subject to various regulatory approvals, as well as the
approval of the Registrant's stockholders.
Item 7. Financial Statements and Exhibits.
Exhibit 2 Agreement and Plan of Merger dated August 17, 2000.
Exhibit 99.1 Press Release dated August 18, 2000.
Exhibit 99.2 Stock Option Agreement dated August 17, 2000.
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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: August 18, 2000 /s/ R. Kevin Price
R. Kevin Price
Senior Vice President
and Corporate Secretary
