<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-12617
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 2, 1996
[LOGO]
$525,000,000
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
$250,000,000 7.75% Senior Notes due June 15, 2005
$275,000,000 7.90% Senior Notes due June 15, 2010
-------------
We are offering $250,000,000 principal amount of 7.75% senior notes due
June 15, 2005 and $275,000,000 principal amount of 7.90% senior notes due
June 15, 2010. We will pay interest on these notes semi-annually on June 15 and
December 15 of each year, beginning on December 15, 2000. We may redeem the
notes, in whole or in part, at our option, at any time at a price determined by
formula calculations explained on pages S-8 and S-9 of this prospectus
supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Per Per
2005 Note Total 2010 Note Total
--------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Initial public offering price................ 99.976% $249,940,000 99.585% $273,858,750
Underwriting discount........................ 0.600% $ 1,500,000 0.650% $ 1,787,500
Proceeds, before expenses, to The Hartford
(1)........................................ 99.376% $248,440,000 98.935% $272,071,250
</TABLE>
------------------------
(1) Plus accrued interest, if any.
------------------
Delivery of the notes in book-entry form only will be made through The
Depository Trust Company on or about June 16, 2000, against payment in
immediately available funds.
------------------
JOINT BOOKRUNNERS
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
------------
Prospectus Supplement dated June 13, 2000.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
The Hartford Financial Services Group, Inc.................. S-3
Recent Developments......................................... S-4
Use of Proceeds............................................. S-4
Capitalization.............................................. S-5
Ratio of Earnings to Fixed Charges.......................... S-6
Selected Financial Information.............................. S-7
Description of the Notes.................................... S-8
Underwriting................................................ S-10
Notice to Canadian Residents................................ S-12
Validity of the Notes....................................... S-13
Experts..................................................... S-13
</TABLE>
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<S> <C>
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
ITT Hartford Group.......................................... 3
Use of Proceeds............................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 5
Description of Capital Stock of ITT Hartford................ 17
Description of Warrants..................................... 25
Description of Stock Purchase Contracts and Stock Purchase
Units..................................................... 26
Plan of Distribution........................................ 27
Legal Opinions.............................................. 29
Experts..................................................... 29
</TABLE>
------------------------
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
S-2
<PAGE>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
We are a holding company that owns, directly and indirectly, a number of
insurance companies. Our insurance companies are among the largest providers of
both property and casualty insurance and life insurance products in the United
States. Hartford Fire Insurance Company, founded in 1810, is the oldest of our
subsidiaries. Our companies write insurance and reinsurance in the United States
and internationally. At March 31, 2000, our total assets and total stockholders'
equity were $172.4 billion and $5.7 billion, respectively.
We were formed as a Delaware corporation in December 1985 as a wholly-owned
subsidiary of ITT Corporation. On December 19, 1995, all our outstanding shares
were distributed to ITT Corporation's stockholders and we became an independent
company. On May 2, 1997, we changed our name from ITT Hartford Group, Inc. to
our current name, The Hartford Financial Services Group, Inc.
As a holding company, we have no significant business operations of our own.
Therefore, we rely on the dividends from our insurance company subsidiaries,
which are primarily domiciled in Connecticut, as the principal source of cash
flow to meet our obligations. The Connecticut insurance holding company laws
limit the payment of dividends by Connecticut-domiciled insurers and require
notice to and approval by the state insurance commissioner for the declaration
or payment of any dividend if the dividend and other dividends or distributions
made within the preceding twelve months exceeds the greater of:
- 10% of the insurer's policyholder surplus as of December 31 of the
preceding year or
- net income (or net gain from operations if the company is a life insurance
company) for the twelve-month period ending on the thirty-first day of
December last preceding, in each case determined under statutory insurance
accounting principles.
The insurance holding company laws of the other jurisdictions in which our
insurance subsidiaries are incorporated (or deemed commercially domiciled)
generally contain similar (although in certain instances somewhat more
restrictive) limitations on the payment of dividends. The maximum amount of
statutory dividends which may be paid to us from our insurance subsidiaries in
2000, without prior approval, is $1.0 billion.
We are an entity separate and distinct from our insurance subsidiaries. The
principal source for payments on our debt obligations (including the notes) is
expected to be dividends paid on common stock of these subsidiaries. Our rights
to participate in any distribution of assets of any of our subsidiaries upon
their liquidation or reorganization or otherwise (and thus the ability of
holders of the notes to benefit indirectly from a distribution) are subject to
the prior claims of creditors of the applicable subsidiary, except to the extent
that we may be a creditor of that subsidiary. Claims on these subsidiaries by
persons other than us include, as of March 31, 2000, claims by policyholders for
benefits payable amounting to $38.3 billion, claims by separate account holders
of $117.6 billion, claims of trade creditors, claims from guaranty associations
and claims from holders of debt obligations amounting to $5.7 billion.
Our principal executive offices are located at Hartford Plaza, Hartford,
Connecticut 06115, and our telephone number is (860) 547-5000.
S-3
<PAGE>
RECENT DEVELOPMENTS
BUY-BACK OF HARTFORD LIFE SHARES OWNED BY THE PUBLIC.
On May 22, 1997, Hartford Life, Inc., the holding company parent of our
significant life insurance subsidiaries, sold 26 million shares of its Class A
common stock in an initial public offering and received proceeds, net of
offering expenses, of $687 million. The 26 million shares sold in the initial
public offering represented approximately 18.6% of the equity ownership in
Hartford Life and approximately 4.4% of the combined voting power of its
Class A and Class B common stock. As of the date of this prospectus supplement,
we owned all of the 114 million outstanding shares of Class B common stock of
Hartford Life, representing approximately 81.5% of the equity ownership in
Hartford Life and approximately 96% of the combined voting power of Hartford
Life's Class A and Class B common stock.
On May 24, 2000, we began a cash tender offer for all of the common stock of
Hartford Life that we do not already own for $50.50 per share or approximately
$1.3 billion. The transaction is expected to be completed approximately 30 days
from the commencement of the tender offer. The transaction was approved by a
special committee of directors of Hartford Life who are not affiliated with us.
We intend to acquire any shares of common stock not purchased in this tender
offer in a subsequent merger transaction at the same $50.50 per share cash
price.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes to finance
partially our purchase of the common stock of Hartford Life that we do not
already own.
We sold 7,250,000 shares of our common stock on June 8, 2000 and intend to
use the $398,025,000 aggregate net proceeds (before expenses) received for the
purchase of the Hartford Life common stock. We intend to finance the balance of
the purchase from commercial paper facilities or other debt financings and
internally generated funds. We may refinance any short-term debt financings with
the proceeds from long-term debt financings and with funds from other sources,
including the possible sale of assets or additional equity financings.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth our consolidated capitalization as of
March 31, 2000 and after giving effect to:
- the offering of the notes;
- the sale of 7,250,000 shares of our common stock on June 8, 2000; and
- the purchase of the common stock of Hartford Life that we do not already
own.
The pro forma data assumes that our purchase of the Hartford Life common
stock will be financed from the net proceeds we receive from the sale of the
notes and our common stock, as well as the issuance of $390 million aggregate
principal amount of short-term debt. See "Recent Developments" and "Use of
Proceeds". The following data is qualified in its entirety by our financial
statements and other information contained elsewhere in this prospectus
supplement and the accompanying prospectus or incorporated by reference.
<TABLE>
<CAPTION>
AS OF
MARCH 31, 2000
-------------------
PRO
ACTUAL FORMA
-------- --------
(IN MILLIONS)
<S> <C> <C>
Cash........................................................ $ 216 $ 216
====== ======
Short-Term Debt............................................. 31 421
Long-Term Debt other than the Notes......................... 1,548 1,548
7.75% Senior Notes due June 15, 2005........................ -- 250
7.90% Senior Notes due June 15, 2010........................ -- 275
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts Holding Solely Junior
Subordinated Debentures (QUIPS and TruPS)................. 1,250 1,250
Minority interest in consolidated subsidiary excluding
unrealized loss........................................... 516 --
Equity excluding unrealized loss on securities, net of
tax....................................................... 5,780 6,253
Unrealized loss on securities, net of tax................... (105) (105)
------ ------
Total Stockholders' Equity................................ 5,675 6,148
------ ------
Total Capitalization (1).................................. $9,125 $9,997
====== ======
</TABLE>
------------------------
(1) Excludes unrealized loss on securities, net of tax.
S-5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed
charges for the years and the periods indicated:
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH
31, YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Consolidated Earnings to Fixed Charges
(1)............................................. 5.9 6.0 5.4 6.5 7.5 (0.7) 5.8
</TABLE>
------------------------
(1) Excluding the equity gain on the Hartford Life initial public offering of
$368 million, the consolidated earnings to fixed charges ratio was 6.1 for
the year ended December 31, 1997. The December 31, 1996 consolidated
earnings to fixed charges ratio, excluding other charges of $1.1 billion,
before tax, primarily related to environmental and asbestos reserve
increases and recognition of losses on guaranteed investment contract
business, was 5.0.
For purposes of computing the ratio of consolidated earnings to fixed
charges, "earnings" consists of income from operations before federal income
taxes and fixed charges. "Fixed charges" consists of interest expense,
capitalized interest, amortization of debt expense, an imputed interest
component for rental expense and dividend requirements on preferred stock of
Hartford Fire.
S-6
<PAGE>
SELECTED FINANCIAL INFORMATION
The selected financial data for each of the five fiscal years in the period
ended December 31, 1999 were derived from our audited consolidated financial
statements which have been examined and reported upon by Arthur Andersen LLP,
independent public accountants. The data presented for the three months ended
March 31, 2000 and March 31, 1999 were derived from our unaudited consolidated
financial statements and include all adjustments, consisting of normal recurring
accruals, which we consider necessary for a fair presentation of our financial
position and results of operations as of such dates and for such periods.
Operating results for the three months ended March 31, 2000 are not necessarily
indicative of the results as might be expected for the entire fiscal year ending
December 31, 2000.
The table below reflects our consolidated financial position and results of
operations. All material intercompany transactions and balances have been
eliminated. On May 21, 1998, our board of directors declared a two-for-one stock
split effected in the form of a 100% stock dividend distributed on July 15, 1998
to stockholders of record as of June 24, 1998. Share and per share data have
been restated to reflect the effect of the split.
The following amounts should be read in conjunction with the consolidated
financial statements and related notes thereto which are incorporated in this
prospectus supplement by reference.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
--------------------- --------------------------------------------
2000 1999 1999 1998 1997 1996 1995
--------- --------- --------- --------- --------- --------- --------
(IN MILLIONS, EXCEPT FOR PER SHARE DATA AND COMBINED RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (1)............................ $ 3,499 $ 3,299 $ 13,528 $ 15,022 $ 13,461 $ 12,577 $12,247
======== ======== ======== ======== ======== ======== =======
Net income (loss) (2)................... $ 238 $ 238 $ 862 $ 1,015 $ 1,332 $ (99) $ 559
-------- -------- -------- -------- -------- -------- -------
Earnings (Loss) Per Share Data
Basic (2)................................. $ 1.10 $ 1.05 $ 3.83 $ 4.36 $ 5.64 $ (0.42) $ 2.39
Diluted (2)............................... $ 1.10 $ 1.04 $ 3.79 $ 4.30 $ 5.58 $ (0.42) $ 2.37
Dividends declared per common share (3)... $ 0.24 $ 0.22 $ 0.92 $ 0.85 $ 0.80 $ 0.80 $ 3.33
BALANCE SHEET DATA
Assets.................................. $172,401 $150,960 $167,051 $150,632 $131,743 $108,840 $93,855
-------- -------- -------- -------- -------- -------- -------
Long-term debt and redeemable preferred
stock................................. $ 1,548 $ 1,548 $ 1,548 $ 1,548 $ 1,482 $ 1,032 $ 1,022
Company obligated mandatorily redeemable
preferred securities of subsidiary
trusts holding solely junior
subordinated debentures............... 1,250 1,250 1,250 1,250 1,000 1,000 --
Total stockholders' equity.............. $ 5,675 $ 6,330 $ 5,466 $ 6,423 $ 6,085 $ 4,520 $ 4,702
======== ======== ======== ======== ======== ======== =======
OPERATING DATA COMBINED RATIOS
North American Property & Casualty
(4)................................... 103.1 101.9 103.3 102.9 102.3 105.2 104.5
Worldwide Property & Casualty (4)(5).... 103.2 101.4 103.5 103.7 103.6 105.0 103.6
</TABLE>
------------------------------
(1) 1998 includes $541 related to the recapture of an in force block of COLI
business from MBL Life Assurance Co. of New Jersey. Also, includes revenues
from London & Edinburgh, which was sold on November 16, 1998, for 1998,
1997, 1996 and 1995 of $1,117, $1,225, $1,056 and $1,071, respectively.
(2) 1997 includes an equity gain of $368, or $1.56 basic/$1.54 diluted earnings
per share, resulting from the initial public offering of HLI. 1996 includes
other charges of $693, after-tax, or $2.96 basic/diluted earnings per share,
consisting primarily of environmental and asbestos reserve increases and
recognition of losses on guaranteed investment contract business.
(3) Prior to the Distribution on December 19, 1995, dividends that The Hartford
declared were paid to ITT, which then paid dividends to its stockholders.
(4) 1996 excludes the impact of a $660, before-tax, environmental and asbestos
charge. Including the impact of this charge, the combined ratio for 1996 was
116.9 for North American Property & Casualty and 114.6 for Worldwide
Property & Casualty.
(5) Combined ratios exclude the results of the Other Operations segment for all
periods presented.
S-7
<PAGE>
DESCRIPTION OF THE NOTES
2005 NOTES
The 2005 notes will be issued in fully registered form only in denominations
of $1,000 and multiples of $1,000. The 2005 notes will mature on June 15, 2005.
The accompanying prospectus describes additional provisions of the 2005 notes
and of the indenture under which we will issue the 2005 notes. There is no limit
on the aggregate principal amount of notes of this series that we may issue.
The 2005 notes will bear interest at the rate of 7.75% per annum, from
June 16, 2000. We will pay interest semi-annually on June 15 and December 15,
commencing December 15, 2000, to the record holders on the preceding June 1 or
December 1. Interest will be computed on the basis of a 360-day year, consisting
of twelve 30-day months.
The 2005 notes will be represented by a global note held by The Depository
Trust Company.
REDEMPTION
We may redeem the 2005 notes at any time in accordance with the redemption
provisions described under "Description of Debt Securities--Redemption" in the
accompanying prospectus. The redemption price will equal any accrued and unpaid
interest plus the greater of:
- the principal amount of the 2005 note; and
- an amount equal to the Discounted Remaining Fixed Amount Payments, as
defined under the caption "Description of Debt Securities--Redemption" in
the accompanying prospectus. For purposes of the 2005 notes, "Current
Value" will mean, in respect of any amount, the present value of that
amount on the date fixed for redemption pursuant to the indenture after
discounting that amount on a semiannual basis from the originally
scheduled date for payment on the basis of the Treasury Rate plus 0 basis
points, all computed in accordance with generally accepted financial
practice.
DEFEASANCE
The provisions of the indenture relating to defeasance, which are described
under the caption "Description of Debt Securities--Defeasance" in the
accompanying prospectus, will apply to the 2005 notes.
2010 NOTES
The 2010 notes will be issued in fully registered form only in denominations
of $1,000 and multiples of $1,000. The 2010 notes will mature on June 15, 2010.
The accompanying prospectus describes additional provisions of the 2010 notes
and of the indenture under which we will issue the 2010 notes. There is no limit
on the aggregate principal amount of notes of this series that we may issue.
The 2010 notes will bear interest at the rate of 7.90% per annum, from
June 16, 2000. We will pay interest semi-annually on June 15 and December 15,
commencing December 15, 2000, to the record holders on the preceding June 1 or
December 1. Interest will be computed on the basis of a 360-day year, consisting
of twelve 30-day months.
The 2010 notes will be represented by a global note held by The Depository
Trust Company.
S-8
<PAGE>
REDEMPTION
We may redeem the 2010 notes at any time in accordance with the redemption
provisions described under "Description of Debt Securities--Redemption" in the
accompanying prospectus, except as qualified by the next sentence. The
redemption price will equal any accrued and unpaid interest plus the greater of:
- the principal amount of the 2010 note; and
- an amount equal to the Discounted Remaining Fixed Amount Payments, as
defined under the caption "Description of Debt Securities--Redemption" in
the accompanying prospectus, except that, for purposes of the 2010 notes,
"Current Value" will mean, in respect of any amount, the present value of
that amount on the date fixed for redemption pursuant to the indenture
after discounting that amount on a semiannual basis from the originally
scheduled date for payment on the basis of the Treasury Rate plus 10 basis
points, all computed in accordance with generally accepted financial
practice.
DEFEASANCE
The provisions of the indenture relating to defeasance, which are described
under the caption "Description of Debt Securities--Defeasance" in the
accompanying prospectus, will apply to the 2010 notes.
S-9
<PAGE>
UNDERWRITING
The Hartford and the underwriters named below have severally agreed, subject
to the terms and conditions of the underwriting agreement and the pricing
agreements, each dated June 13, 2000, to purchase the respective aggregate
principal amounts of notes indicated in the following tables:
<TABLE>
<CAPTION>
Principal
Amount
of 2005
Underwriters Notes
------------ ------------
<S> <C>
Credit Suisse First Boston Corporation...................... $ 84,000,000
Goldman, Sachs & Co......................................... 84,000,000
Banc of America Securities LLC.............................. 24,000,000
J.P. Morgan Securities Inc.................................. 24,000,000
Morgan Stanley & Co. Incorporated........................... 24,000,000
A.G. Edwards & Sons, Inc.................................... 5,000,000
PaineWebber Incorporated.................................... 5,000,000
------------
Total................................................. $250,000,000
============
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount
of 2010
Underwriters Notes
------------ ------------
<S> <C>
Credit Suisse First Boston Corporation...................... $ 96,250,000
Goldman, Sachs & Co......................................... 96,250,000
Banc of America Securities LLC.............................. 27,500,000
J.P. Morgan Securities Inc.................................. 27,500,000
Morgan Stanley & Co. Incorporated........................... 27,500,000
------------
Total................................................. $275,000,000
============
</TABLE>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering prices set forth on the cover page of this
prospectus supplement. The underwriters may sell the 2005 notes and 2010 notes
to securities dealers at a discount from the initial public offering price of up
to 0.350% and 0.400%, respectively, of the principal amount. Securities dealers
may resell any 2005 notes and 2010 notes purchased from the underwriters to
certain other brokers or dealers at a discount from the initial public offering
price of up to 0.250% and 0.250%, respectively, of the principal amount. If all
the notes are not sold at the initial public offering price, the underwriters
may change the offering price and the other selling terms.
The notes are new issues of securities with no established trading market.
The underwriters have advised The Hartford that the underwriters intend to make
markets in the notes but they are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading markets for the notes.
In connection with the offerings, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offerings are in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because an underwriter has repurchased notes sold by or
for the account of that underwriter in stabilizing or short covering
transactions.
S-10
<PAGE>
These activities by the underwriters may stabilize, maintain or otherwise
affect the market prices of the notes. As a result, the prices of the notes may
be higher than the prices that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
The Hartford has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
The Hartford estimates that its share of the total expenses of the
offerings, excluding underwriting discounts and commissions, will be
approximately $125,000.
Certain of the underwriters or their affiliates have provided from time to
time and may provide in the future investment banking, commercial banking and
other services to The Hartford. Goldman, Sachs & Co. is currently acting as
dealer managers for the tender offer for Hartford Life common stock that The
Hartford does not already own.
S-11
<PAGE>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the notes in Canada is being made only on a private
placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of notes are effected. Accordingly, any resale of the notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of notes in Canada who receives a purchase confirmation will
be deemed to represent to us and the dealer from whom such purchase confirmation
is received that:
- the purchaser is entitled under applicable provincial securities laws to
purchase such notes without the benefit of a prospectus qualified under
such securities laws;
- where required by law, that the purchaser is purchasing as principal and
not as agent; and
- the purchaser has reviewed the text above under "Resale Restrictions".
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario Securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of notes to whom the SECURITIES ACT (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR # 95/17, a
copy of which may be obtained from us. Only one such report must be filed in
respect of notes acquired on the same date and under the same prospectus
exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of notes should consult their own legal and tax advisors
with respect to the tax consequences of an investment in the notes in their
particular circumstances and with
S-12
<PAGE>
respect to the eligibility of the notes for investment by the purchaser under
relevant Canadian legislation.
VALIDITY OF THE NOTES
The validity of the notes offered in the offerings will be passed upon for
us by Michael S. Wilder, our General Counsel, and for the underwriters by
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. As of
February 29, 2000, Mr. Wilder owned 13,263 shares of our common stock. In
addition, he held exercisable options to purchase 101,116 shares of our common
stock, and had 11,480 shares credited to his account in The Hartford's
Investment and Savings Plan for Salaried Employees. This statement supersedes
the "Legal Opinions" section in the accompanying prospectus.
EXPERTS
The audited consolidated financial statements and schedules of The Hartford
Financial Services Group, Inc. and subsidiaries incorporated by reference in
this prospectus supplement and accompanying prospectus and in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference in this prospectus supplement in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports. This statement supersedes the section entitled "Experts" in the
accompanying prospectus.
S-13
<PAGE>
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