What is the main purpose of this filing?

The Hartford is filing this 8-K to announce a supplementary solicitation of consents regarding its subsidiary, Hartford Life, Inc.'s (HLI), 7.65% Debentures due 2027. The primary objective is to amend the indenture governing these notes to eliminate HLI's obligation to file reports with the SEC if not otherwise legally required.

What is being offered to holders of the 7.65% Debentures who participate in the supplementary consent solicitation?

Holders who validly deliver a separate consent to the proposed amendment, without participating in the exchange offer, will receive $3.00 for each $1,000 in principal amount of their 7.65% debentures. This payment is subject to the satisfaction of certain conditions.

What are the conditions for the proposed amendment to become effective?

The proposed amendment requires the 'requisite consents,' meaning a majority in principal amount of the outstanding 7.65% debentures, to approve it. These consents can come from both the supplementary solicitation and the related exchange offer consent solicitation. The amendment's effectiveness is also contingent on the satisfaction or waiver of other conditions, including the consummation of the exchange offers.

Will holders of the 7.65% Debentures be able to tender them in the exchange offer if they participate in the supplementary consent solicitation?

No, holders who deliver separate consents in the supplementary solicitation will be required to deposit their 7.65% debentures until the exchange offers expire or the supplementary solicitation is terminated. This deposit restricts their ability to tender these debentures in the exchange offer or transfer them during this period.

HIG/HIG-PG 8-K SEC Disclosure

Summary

The Hartford Financial Services Group, Inc. (HIG) filed an 8-K on September 25, 2006, to announce a supplementary solicitation of consents for its subsidiary, Hartford Life, Inc.'s (HLI), 7.65% Debentures due 2027. This solicitation is part of a broader exchange offer where HIG is offering to exchange HLI's outstanding debentures and senior notes for new HIG Senior Notes due 2041 and cash. The primary goal of these solicitations is to amend the indenture governing the HLI notes to eliminate the requirement for HLI to file reports with the SEC or provide them to noteholders if not otherwise legally obligated. The supplementary solicitation is specifically for holders of the 7.65% debentures who wish to consent to the indenture amendment but do not wish to participate in the exchange offer. The company is offering a $3.00 per $1,000 principal amount payment to holders who submit separate consents. A key condition for the supplementary solicitation is the receipt of 'requisite consents' (a majority of the principal amount of the 7.65% debentures) when combined with consents from the exchange offer. The company also intends to waive the minimum tender condition for the 7.65% debentures if the necessary consents are obtained.

Key Highlights

1The Hartford is conducting a supplementary consent solicitation for HLI's 7.65% Debentures due 2027.
2This is linked to an exchange offer for HLI's 7.65% Debentures and 7.375% Senior Notes due 2031, exchanging them for new HIG Senior Notes due 2041 and cash.
3The core purpose is to amend the HLI notes indenture to remove SEC reporting requirements for HLI.
4Holders who consent to the amendment without participating in the exchange offer will receive $3.00 per $1,000 principal amount for their consents.
5The supplementary solicitation requires a majority of the outstanding 7.65% debentures' principal amount to consent.
6The Hartford intends to waive the minimum tender condition for the 7.65% debentures if sufficient consents are received.
7Consenting holders must deposit their debentures, restricting their ability to transfer or tender them in the exchange offer until the solicitation concludes.

HARTFORD INSURANCE GROUP, INC. 8-K Report, Corporate Update (Sep 25, 2006)

Summary

Key Highlights

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