<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------
<TABLE>
<S> <C>
ITT HARTFORD GROUP, INC. HARTFORD CAPITAL II
- ------------------------------------------------------ -----------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in Trust Agreements)
DELAWARE DELAWARE
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(State of incorporation or organization of registrant) (State of incorporation or organization of each registrant)
13-3317783 06-6431733
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
C/O ITT HARTFORD GROUP
HARTFORD PLAZA HARTFORD PLAZA
HARTFORD, CONNECTICUT HARTFORD, CONNECTICUT
- ------------------------------------------------------ -----------------------------------------------------------
(Address of principal executive offices of registrant) (Address of principal executive offices of each registrant)
06115 06115
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(Zip Code) (Zip Code)
<CAPTION>
Securities to be registered pursuant to Section 12(b) of the Act:
<S> <C>
Title of each class to be registered Name of each exchange on which each class is
to be registered
- ------------------------------------------------------ -----------------------------------------------------------
___% Cumulative Quarterly Income Preferred New York Stock Exchange
Securities, Series B to be issued by
Hartford Capital II (and the Guarantee by
ITT Hartford Group, Inc. with respect
thereto)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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The title of the classes of securities to be registered hereunder is
"___% Cumulative Quarterly Income Preferred Securities, Series B" (the "Series
B Preferred Securities") of Hartford Capital II, guaranteed by ITT Hartford
Group, Inc. to the extent set forth in the form of guarantee (the "Guarantee")
of ITT Hartford Group, Inc. There is incorporated herein by reference the
description of the Preferred Securities set forth under the caption
"Description of Preferred Securities" in the Prospectus, dated October 2,
1996 (the "Prospectus") and the description of the Series B Preferred
Securities set forth under the caption "Certain Terms of Series B Preferred
Securities" in the Prospectus Supplement, dated October 21, 1996 (the
"Prospectus Supplement"); and the description of the Guarantee set forth under
the caption "Description of Guarantee" in the Prospectus. The Prospectus and
the Prospectus Supplement are filed as Exhibit 1.02 herewith.
Item 2. Exhibits.
--------
1.01 Registrants' Form S-3 Registration Statement and Post-Effective
Amendment No. 1 to Registration Statement No. 33-98014 under the
Securities Act of 1933 (File No. 33-98014), as filed with the
Securities and Exchange Commission on September 25, 1996
(incorporated herein by reference).
1.02 Preliminary Prospectus Supplement, dated October 21, 1996, relating
to the ___ % Cumulative Quarterly Income Preferred Securities,
Series B, and the related Prospectus, dated October 2, 1996, each
as filed with the Securities and Exchange Commission on October 22,
1996 (incorporated herein by reference along with the subsequent
final Prospectus Supplement).
4.01 Form of Junior Subordinated Indenture, between ITT Hartford Group,
Inc. and Wilmington Trust Company, as Debenture Trustee
(incorporated herein by reference to Exhibit 4.05 to the
Registrants' Form S-3 Registration Statement and Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 33-98014
under the Securities Act of 1933 (File No. 333-12617), as filed
with the Securities and Exchange Commission on September 25, 1996).
2
<PAGE>
4.02 Trust Agreement of Hartford Capital II, dated as of October 25,
1995, between ITT Hartford Group, Inc., as Depositor, and
Wilmington Trust Company, as Trustee (incorporated herein by
reference to Exhibit 4.12 of the Registrants' Form S-3 Registration
Statement No. 333-00480, as filed with the Securities and Exchange
Commission on January 19, 1996).
4.03 Form of Amended and Restated Trust Agreement, between ITT Hartford
Group, Inc., as Depositor, and Wilmington Trust Company, as
Property Trustee and Delaware Trustee (incorporated herein by
reference to Exhibit 4.12 to the Registrants' Form S-3 Registration
Statement and Post-Effective Amendment No. 1 to Form S-3
Registration Statement No. 33-98014 under the Securities Act of
1933 (File No. 333-12617), as filed with the Securities and
Exchange Commission on September 25, 1996).
4.04 Form of Guarantee Agreement, between ITT Hartford Group, Inc., as
Guarantor, and Wilmington Trust Company, as Guarantee Trustee
(incorporated herein by reference to Exhibit 4.14 to the
Registrants' Form S-3 Registration Statement and Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 33-98014
under the Securities Act of 1933 (File No. 333-12617), as filed
with the Securities and Exchange Commission on September 25, 1996).
4.05 Form of Certificate of __% Cumulative Quarterly Income Preferred
Security (incorporated herein by reference to Exhibit 4.13 to the
Registrants' Form S-3 Registration Statement and Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 33-98014
under the Securities Act of 1933 (File No. 33-12617), as filed with
the Securities and Exchange Commission on September 25, 1996).
3
<PAGE>
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, thereto duly authorized.
ITT HARTFORD GROUP, INC.
By:/s/J. Richard Garrett
----------------------------
Name: J. Richard Garrett
Title: Vice President &
Treasurer
Dated: October 21, 1996
4
<PAGE>
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, thereto duly authorized.
HARTFORD CAPITAL II
By ITT Hartford Group, Inc.,
as Depositor
By:/s/J. Richard Garrett
------------------------------
Name: J. Richard Garrett
Title: Vice President and
Treasurer
Dated: October 21, 1996
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page
Number
Exhibits
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<S> <C>
1.01 Registrants' Form S-3 Registration Statement and Post-Effective Amendment
No. 1 to Registration Statement No. 33-98014 under the Securities Act of
1933 (File No. 333-12617), as filed with the Securities and Exchange
Commission on September 25, 1996 (incorporated herein by reference).
1.02 Preliminary Prospectus Supplement, dated October 21, 1996, relating to
the ___ % Cumulative Quarterly Income Preferred Securities, Series B,
and the related Prospectus, dated October 2, 1996, each as filed with
the Securities and Exchange Commission on October 22, 1996
(incorporated by reference herein along with the subsequent final
Prospectus Supplement).
4.01 Form of Junior Subordinated Indenture, between ITT Hartford Group, Inc.
and Wilmington Trust Company, as Debenture Trustee (incorporated herein by
reference to Exhibit 4.05 to the Registrants' Form S-3
Registration Statement and Post-Effective Amendment No. 1 to Form S-3
Registration Statement No. 33-98014 under the Securities Act of 1933
(File No. 333-12617), as filed with the Securities and Exchange Commission
on September 25, 1996).
4.02 Trust Agreement of Hartford Capital II, dated as of October 25, 1995,
between ITT Hartford Group, Inc., as Depositor, and Wilmington Trust
Company, as Trustee (incorporated herein by reference to Exhibit 4.12 of
the Registrants' Form S-3 Registration Statement No. 333-00480,
as filed with the Securities and Exchange Commission on January 19, 1996).
4.03 Form of Amended and Restated Trust Agreement, between ITT Hartford Group,
Inc., as Depositor, and Wilmington Trust Company, as Property Trustee and
Delaware Trustee (incorporated herein by reference to Exhibit 4.12 to
the Registrants' Form S-3 Registration Statement and Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 33-98014 under the
Securities Act of 1933 (File No. 333-12617), as filed with the Securities
and Exchange Commission on September 25, 1996).
</TABLE>
6
<PAGE>
4.04 Form of Guarantee Agreement, between ITT Hartford Group, Inc., as
Guarantor, and Wilmington Trust Company, as Guarantee Trustee
(incorporated herein by reference to Exhibit 4.14 to the Registrants'
Form S-3 Registration Statement and Post-Effective Amendment No. 1
to Form S-3 Registration Statement No. 33-98014 under the Securities Act
of 1933 (File No. 333-12617), as filed with the Securities and Exchange
Commission on September 25, 1996).
4.05 Form of Certificate of __% Cumulative Quarterly Income Preferred Security
(incorporated herein by reference to Exhibit 4.13 to the Registrants'
Form S-3 Registration Statement and Post-Effective Amendment No. 1
to Form S-3 Registration Statement No. 33-98014 under the Securities Act
of 1933 (File No. 333-12617), as filed with the Securities and Exchange
Commission on September 25, 1996).
7
