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Registration No. 33-
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
ITT Hartford Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3317783
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation
or organization)
Hartford Plaza
Hartford, CT 06115
(Address of Principal Executive Offices)
_______________
ITT Hartford Employee Stock Purchase Plan
(Full title of the plan)
_______________
MICHAEL S. WILDER, ESQ.,
Senior Vice President and
General Counsel
ITT HARTFORD GROUP, INC.
Hartford Plaza
Hartford, CT 06115
(name and address of agent for service)
Telephone number, including area code, of agent for service: (203) 547-5000
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum maximum Amount of
to be registered registered offering price aggregate registration
---------------- per share* offering price* fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share........................ 2,700,000 shares+ $57.5 $155,250,000 $53,534.39
Series A Participating Cumulative
Preferred Stock Purchase Rights.. 2,700,000 rights++ ++ ++ ++
</TABLE>
* Estimated solely for the purpose of determining the registration fee and,
in accordance with Rule 457(h), based upon the average of the high and low
market price of the Common Stock as reported on the New York Stock Exchange on
September 18, 1996.
+ Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers such additional shares as may be issued as a
result of the split of, or stock dividend on, securities registered hereunder.
++ The Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.
________________________________________________________________________________
________________________________________________________________________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ITT Hartford Group, Inc. ("ITT Hartford")
with the Securities and Exchange Commission (the "Commission") (File No. 0-
19277) are hereby incorporated by reference in this registration statement: (a)
ITT Hartford's Annual Report on Form 10-K for the year ended December 31, 1995
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (b) all other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a); and (c) Form 8-A filed September 19, 1995,
and Amendment No. 1 to Form 8-A/A dated November 13, 1995, both with respect to
the shares of ITT Hartford's common stock (and related ITT Hartford Rights (as
defined therein)).
All documents subsequently filed by ITT Hartford with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing with the Commission of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in the registration statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The audited consolidated financial statements and schedules of ITT Hartford
and subsidiaries incorporated by reference herein and have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, are incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
such report.
Michael O'Halloran, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of ITT
Hartford and may participate in certain of its stock benefit plans.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in
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subsections (a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by a
majority vote of the directors who were not parties to such action, suit or
proceeding even though less than a quorum, or (2) if there are no such
directors, or, if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint
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venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Article 4 of ITT Hartford's By-laws provides in regard to indemnification of
directors and officers as follows:
4.1(a) Right to Indemnification. The Corporation, to the fullest extent
permitted by applicable law as then in effect, shall indemnify any person who
is or was a Director or officer of the Corporation and who is or was involved
in any manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action,
suit or proceeding by or in the right of the Corporation to procure a judgment
in its favor) (a "Proceeding") by reason of the fact that such person is or
was a Director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust
or other enterprise (including, without limitation, any employee benefit plan)
(a "Covered Entity"), against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding; provided, however,
that the foregoing shall not apply to a Director or officer of the Corporation
with respect to a Proceeding that was commenced by such Director or officer
prior to a Change in Control (as defined in Section 4.4(e)(i) of this Article
4). Any Director or officer of the Corporation entitled to indemnification as
provided in this Section 4.1(a) is hereinafter called an "Indemnitee". Any
right of an Indemnitee to indemnification shall be a contract right and shall
include the right to receive, prior to the conclusion of any Proceeding,
payment of any expenses incurred by the indemnitee in connection with such
Proceeding, consistent with the provisions of applicable law as then in effect
and the other provisions of this Article 4.
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(b) Effect of Amendments. Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of this Article 4
(including, without limitation, this Section 4.1(b)) shall adversely affect
the rights of any Director or officer under this Article 4 (i) with respect to
any Proceeding commenced or threatened prior to such amendment, repeal or
adoption of an inconsistent provision or (ii) after the occurrence of a Change
in Control, with respect to any Proceeding arising out of any action or
omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
Director or officer.
4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any indemnified person against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 4.1(a) or Section 4.5 of this Article 4 or incurred by any indemnified
person in connection with any Proceeding referred to in such Sections, to the
fullest extent permitted by applicable law as then in effect. The Corporation
may enter into contracts with any Director, officer, employee or agent of the
Corporation or any director, officer, employee, fiduciary or agent of any
Covered Entity in furtherance of the provisions of this Article 4 and may
create a trust fund or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article 4.
4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to which
any indemnified person may otherwise be entitled, and the provisions of this
Article 4 shall inure to the benefit of the heirs and legal representatives of
any indemnified person under this Article 4 and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article 4,
whether arising from acts or omissions occurring before or after such
adoption.
4.4 Advancement of Expenses; Procedures; Presumptions and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions, the following procedures, presumptions and remedies
shall apply with respect to the advancement of expenses and the right to
indemnification under this Article 4:
(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Any such statement or statements shall
reasonably evidence the expenses incurred by the Indemnitee and shall include
any written affirmation or undertaking required by applicable law in effect at
the time of such advance.
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(b) Procedures for Determination of Entitlement to Indemnification. (i) To
obtain indemnification under this Article 4, an Indemnitee shall submit to the
Secretary of the Corporation a written request, including such documentation
and information as is reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Indemnitee is entitled
to indemnification (the "Supporting Documentation"). The determination of the
Indemnitee's entitlement to indemnification shall be made not later than 60
days after receipt by the Corporation of the written request for
indemnification together with the Supporting Documentation. The Secretary of
the Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Indemnitee has requested
indemnification.
(ii) The Indemnitee's entitlement to indemnification under this Article 4
shall be determined in one of the following ways: (A) by a majority vote of
the Disinterested Directors (as hereinafter defined), if they constitute a
quorum of the Board; (B) by a written opinion of Independent Counsel as
hereinafter defined) if (x) a Change in Control (as hereinafter defined) shall
have occurred and the Indemnitee so requests or (y) a quorum of the Board
consisting of Disinterested Directors is not obtainable or, even if
obtainable, a majority of the Disinterested Directors so directs; (C) by the
stockholders of the Corporation (but only if a majority of the Disinterested
Directors, if they constitute a quorum of the Board, presents the issue of
entitlement to indemnification to the stockholders for their determination);
or (D) as provided in Section 4.4(c) of this Article 4.
(iii) In the event the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 4.4(b)(ii), a majority
of the Disinterested Directors shall select the Independent Counsel, but only
an Independent Counsel to which the Indemnitee does not reasonably object;
provided, however, that if a Change in Control shall have occurred, the
Indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which a majority of the Disinterested Directors does not reasonably
object.
(c) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article 4, if a Change in Control shall have
occurred, the Indemnitee shall be presumed to be entitled to indemnification
under this Article 4 (with respect to actions or failures to act occurring
prior to such Change in Control) upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section 4.4(b) of this Article 4, and thereafter the Corporation shall have
the burden of proof to overcome that presumption in reaching a contrary
determination. In any event, if the person or persons empowered under Section
4.4(b) of this Article 4 to determine entitlement to indemnification shall not
have been appointed or shall not have made a determination within 60 days
after receipt by the Corporation of the request therefor together with the
Supporting Documentation, the Indemnitee shall be deemed to be, and shall be,
entitled to indemnification unless (A) the Indemnitee misrepresented or failed
to disclose a material fact in making the request for indemnification or in
the Supporting Documentation or (B) such indemnification is
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prohibited by law. The termination of any Proceeding described in Section 4.1
of this Article 4, or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the right of the Indemnitee
to indemnification or create a presumption that the Indemnitee did not act in
good faith and in a manner which the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation or, with respect to
any criminal Proceeding, that the Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.
(d) Remedies of Indemnitee. (i) In the event that a determination is
pursuant to Section 4.4(b) of this Article 4 that the Indemnitee is not
entitled to indemnification under this Article 4, (A) the Indemnitee shall be
entitled to seek an adjudication of his or her entitlement to such
indemnification either, at the Indemnitee's sole option, in (x) an appropriate
court of the state of Delaware or any other court of competent jurisdiction or
(y) an arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association; (B) any such judicial
proceeding or arbitration shall be de novo and the Indemnitee shall not be
prejudiced by reason of such adverse determination; and (C) if a Change in
Control shall have occurred, in any such judicial proceeding or arbitration
the Corporation shall have the burden of proving that the Indemnitee is not
entitled to indemnification under this Article 4 (with respect to actions or
failures to act occurring prior to such Change in Control).
(ii) If a determination shall have been made or deemed to have been made,
pursuant to Section 4.4(b) or (c) of this Article 4, that the Indemnitee is
entitled to indemnification, the Corporation shall be obligated to pay the
amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that (x) advancement of expenses is not
timely made pursuant to Section 4.4(a) of this Article 4 or (y) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.4(b) or (c) of this Article 4, the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligation to pay
to the Indemnitee such advancement of expenses or indemnification.
Notwithstanding the foregoing, the Corporation may bring an action, in an
appropriate court in the state of Delaware or any other court of competent
jurisdiction, contesting the right of the Indemnitee to receive
indemnification hereunder due to the occurrence of an event described in
Subclause (A) or (B) of this Clause (ii) (a "Disqualifying Event"); provided,
however, that in any such action the Corporation shall have the burden of
proving the occurrence of such Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 4.4(d) that the
procedures and presumptions of this Article 4 are not valid, binding and
enforceable and shall stipulate in any such court or before any such
arbitrator that the Corporation is bound by all the provisions of this
Article 4.
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(iv) In the event that the Indemnitee, pursuant to this Section 4.4(d),
seeks a judicial adjudication of or an award in arbitration to enforce his or
her rights under, or to recover damages for breach of, this Article 4, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that the Indemnitee is entitled to receive part
but not all of the indemnification or advancement of expenses sought, the
expenses incurred by the Indemnitee in connection with such judicial
adjudication or arbitration shall be prorated accordingly.
(e) Definitions. For purposes of this Article 4:
(i) "Change in Control" means a change in control of the Corporation of a
nature that would be required to be reported in response to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A (or any amendment or
successor provision thereto) promulgated under the Securities Exchange Act of
1934 (the "Act"), whether or not the Corporation is then subject to such
reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the voting power of
all outstanding shares of stock of the Corporation entitled to vote generally
in an election of Directors without the prior approval of at least two-thirds
of the members of the Board in office immediately prior to such acquisition;
(B) the Corporation is a party to any merger or consolidation in which the
Corporation is not the continuing or surviving corporation or pursuant to
which shares of the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's common stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, (C) there is a sale, lease, exchange
or other transfer (in one transaction or a series of related transactions) of
all, or substantially all, the assets of the Corporation, or liquidation or
dissolution of the Corporation; (D) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as
a consequence of which members of the Board in office immediately prior to
such transaction or event constitute less than a majority of the Board
thereafter; or (E) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board (including for this
purpose any new Director whose election or nomination for election by the
stockholders was approved by a vote of at least two-thirds of the Directors
then still in office who were Directors at the beginning of such period) cease
for any reason to constitute at least a majority of the Board.
(ii) "Disinterested Director" means a Director who is not or was not a
party to the proceeding in respect of which indemnification is sought by the
indemnitee.
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(iii) "Independent Counsel" means a law firm or a member of a law firm that
neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the Indemnitee in any matter material to
either such party or (b) any other party to the Proceeding giving rise to a
claim for indemnification under this Article 4. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under
applicable standards of professional conduct, would have a conflict of
interest in representing either the Corporation or the Indemnitee in an action
to determine the Indemnitee's rights under this Article 4.
4.5 Indemnification of Employees and Agents. Notwithstanding any other
provision of this Article 4, the Corporation, to the fullest extent permitted
by applicable law as then in effect, may indemnify any person other than a
Director or officer of the Corporation who is or was an employee or agent of
the Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved
in any threatened, pending or completed Proceeding by reasons of the fact that
such person is or was an employee or agent of the Corporation or, at the
request of the Corporation, a director, officer, employee, fiduciary or agent
of a Covered Entity against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding. The Corporation
may also advance expenses incurred by such employee, fiduciary or agent in
connection with any such Proceeding, consistent with the provisions of
applicable law as then in effect.
4.6 Severability. If any of this Article 4 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity, legality
and enforceability of the remaining provisions of this Article 4 (including,
without limitation, all portions of any Section of this Article 4 containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby; and (ii) to the fullest extent possible, the provisions
of this Article 4 (including, without limitation, all portions of any Section
of this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:
* * * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation
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or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct of a knowing violation of law,
(iii) under section 174 of this Title, or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. All
references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
subsection (a) of sec. 141 of this title, exercise or perform any of the
powers or duties otherwise conferred or imposed upon the board of directors by
this title.
Article SIXTH of ITT Hartford's Restated Certificate of Incorporation
provides in regard to the limitation of liability of directors and officers as
follows:
To the fullest extent permitted by applicable law as then in effect, no
director or officer shall be personally liable to the Corporation or any of its
stockholders for damages for breach of fiduciary duty as a director or officer,
except for liability (a) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, (d) for any transaction
from which the director derived an improper personal benefit or (e) for any act
or omission occurring prior to the effective date of this ARTICLE SIXTH. Any
repeal or modification of this ARTICLE SIXTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.
ITT Hartford has directors and officers liability insurance policies that
provide indemnification in certain instances of civil liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index elsewhere herein.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
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<PAGE>
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer of controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling
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<PAGE>
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hartford, Connecticut on this 20th day of September, 1996.
ITT HARTFORD GROUP, INC.
By: /s/ James J. Westervelt
---------------------------------------
James J. Westervelt
Its Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
* Chairman, President and Chief September 20, 1996
- --------------------- Executive Officer and Director
Donald R. Frahm (Principal Executive Officer)
* Director September 20, 1996
- ---------------------
Ramani Ayer
* Director September 20, 1996
- ---------------------
Lowndes A. Smith
* Executive Vice President and September 20, 1996
- --------------------- Chief Financial Officer
David K. Zwiener (Principal Financial Officer)
* Senior Vice President September 20, 1996
- --------------------- (Principal Accounting Officer)
James J. Westervelt
* Director September 20, 1996
- ---------------------
Bette B. Anderson
* Director September 20, 1996
- ---------------------
Rand V. Araskog
* Director September 20, 1996
- ---------------------
Robert A. Burnett
* Director September 20, 1996
- ---------------------
Arthur A. Hartman
* Director September 20, 1996
- ---------------------
Paul G. Kirk, Jr.
* Director September 20, 1996
- ---------------------
H. Patrick Swygert
* Director September 20, 1996
- ---------------------
DeRoy C. Thomas
* Director September 20, 1996
- ---------------------
Gordon I. Ulmer
/s/ Michael O'Halloran
----------------------
* By Michael O'Halloran as Attorney-in-Fact.
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<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit Title Location
No. ----- --------
---
<S> <C> <C>
4. Instruments defining the
rights of security
holders, including
indentures:
(a) Restated Certificate of Incorporated by
Incorporation reference to Exhibit
3.01 to ITT Hartford
Group, Inc.'s annual
report on Form 10-K
for the fiscal year
ended December 31, 1995.
(b) By-laws Incorporated by
reference to Exhibit
3.02 to ITT Hartford
Group, Inc.'s annual
report on Form 10-K
for the fiscal year
ended December 31, 1995.
(c) Rights Agreement between Incorporated by
ITT Hartford Group, Inc. reference to Exhibit
and The Bank of New York, 4.02 to ITT Hartford
as Rights Agent Group, Inc.'s annual
report on Form 10-K
for the fiscal year
ended December 31, 1995.
(d) Form of certificate of Attached as Exhibit A
the voting powers, to the Rights
preferences and relative Agreement incorporated
participating, optional by reference as
and other special rights, Exhibit 4(c) hereto.
qualifications,
limitations or
restrictions of Series A
Participating Cumulative
Preferred Stock of ITT
Hartford
(e) Form of Right Certificate Attached as Exhibit B
to the Rights
Agreement incorporated by
reference as Exhibit 4(c)
hereto.
5. Opinion re legality Filed herewith.
15. Letter re unaudited Not applicable.
interim financial
information
23. Consents of experts and The consent of
counsel independent public
accountants is filed
herewith. The consent
of counsel is
incorporated by
reference to Exhibit 5
filed herewith.
24. Power of attorney Filed herewith.
99. Additional exhibits None.
</TABLE>
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<PAGE>
EXHIBIT 5
ITT Hartford Group, Inc.
Hartford Plaza
Hartford, CT 06115
September 20, 1996
ITT Hartford Group, Inc.
Hartford Plaza
Hartford, CT 06115
Dear Sirs:
I am familiar with the ITT Hartford Employee Stock Purchase Plan ("the Plan") of
ITT Hartford Group, Inc., a Delaware corporation ("ITT Hartford"), pursuant to
which an aggregate of 2,700,000 shares of ITT Hartford common stock, par value
$.01 per share (the "Shares"), have been authorized for issuance. Shares issued
pursuant to the Plan may be purchased on the open market, may be issued by ITT
Hartford from its authorized and unissued shares or treasury shares, or may be a
combination thereof. I have acted as counsel to ITT Hartford in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the registration of the
Shares under the Act and an aggregate of 2,700,000 Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") which are appurtenant
to, and trade with, the Shares. In this connection, I have examined such
records, documents and proceedings as I have deemed relevant and necessary as a
basis for the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized for issuance under the Plan by all proper corporate action. With
respect to Shares issued directly by ITT Hartford, when such Shares have been
issued pursuant to the provisions of the Plan, and any conditions or
restrictions relating thereto shall have been satisfied, such Shares will be
legally issued, fully paid and non-assessable. When the Rights are issued in
accordance with the terms of the Plan and the Rights Agreement between ITT
Hartford and The Bank of New York, as Rights Agent, the Rights will be duly and
validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Michael O'Halloran
Vice President and Secretary
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Hartford Group, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 24, 1996 included in ITT Hartford Group, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Hartford, Connecticut
September 23, 1996
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby nominate,
constitute and appoint Michael S. Wilder and Michael O'Halloran, and each or
either of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute this registration
statement and any and all amendments hereto, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each or either of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
with the filing of this registration statement or any amendment hereto, as fully
as he or she might or could do in person. This authorization shall remain in
effect until such time that the undersigned give written notice otherwise to the
attorneys-in-fact named above.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Donald R. Frahm Chairman, Chief Executive Officer, July 18, 1996
- ----------------------- President and Director
Donald R. Frahm (Principal Executive Officer)
/s/ Ramani Ayer Director July 18, 1996
- -----------------------
Ramani Ayer
/s/ Lowndes A. Smith Director July 18, 1996
- -----------------------
Lowndes A. Smith
/s/ David K. Zwiener Executive Vice President and Chief July 18, 1996
- ----------------------- Financial Officer (Principal
David K. Zwiener Financial Officer)
/s/ James J. Westervelt Senior Vice President July 18, 1996
- ----------------------- (Principal Accounting Officer)
James J. Westervelt
/s/ Bette B. Anderson Director July 18, 1996
- -----------------------
Bette B. Anderson
/s/ Rand V. Araskog Director July 18, 1996
- -----------------------
Rand V. Araskog
/s/ Robert A. Burnett Director July 18, 1996
- -----------------------
Robert A. Burnett
/s/ Arthur A. Hartman Director July 18, 1996
- -----------------------
Arthur A. Hartman
/s/ Paul G. Kirk, Jr. Director July 18, 1996
- -----------------------
Paul G. Kirk, Jr.
/s/ H. Patrick Swygert Director July 18, 1996
- -----------------------
H. Patrick Swygert
/s/ DeRoy C. Thomas Director July 18, 1996
- -----------------------
DeRoy C. Thomas
/s/ Gordon I. Ulmer Director July 18, 1996
- -----------------------
Gordon I. Ulmer
</TABLE>
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