HSB GROUP INC
8-K, 2000-10-03
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) - September 28, 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)




<PAGE>



Item 5.  Other Events

On September  29, 2000,  The Hartford  Steam  Boiler  Inspection  and  Insurance
Company   ("HSBIIC"),   the  principal   subsidiary  of  HSB  Group,  Inc.  (the
"Registrant")  completed the sale of its 51%  membership  interest in Integrated
Process  Technologies,  LLC ("IPT") to Enron Energy  Services  Operations,  Inc.
("EESO")  pursuant to an LLC  Membership  Interest  Purchase  Agreement  between
HSBIIC and EESO dated  September  28,  2000.  In a related  transaction,  HSBIIC
completed the sale of a call option it held on an additional 29% interest in IPT
to the other 49% holder in IPT. HSBIIC realized a pre-tax gain of  approximately
$9,000,000 from the two IPT sales transactions. Under the merger agreement dated
as of August 17, 2000 between the Registrant and Engine Acquisition Corporation,
a wholly owned subsidiary of American  International  Group, Inc.  ("AIG"),  the
consent of AIG was  necessary in order to complete the sale of IPT. AIG provided
its consent to the transaction.


<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:   October 3, 2000                   /s/ R. Kevin Price
                                           R. Kevin Price
                                           Senior Vice President
                                           and Corporate Secretary



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