Item 8.01. Other Events.
On June 12, 2009, the Hartford Financial Services Group, Inc. (the "Company")
entered into an Equity Distribution Agreement (the "Agreement") with Goldman,
Sachs & Co. ("Goldman Sachs"), pursuant to which the Company may issue and sell
over time and from time to time, through Goldman Sachs, as the Company's sales
agent, or to Goldman Sachs, for resale, shares of its common stock, par value
$0.01 per share ("Common Stock"), having an aggregate offering price of up to
$750,000,000, subject to a maximum issuance of 60,000,000 shares of Common
Stock.
Sales of shares of Common Stock pursuant to the Agreement, if any, may be
sold on the New York Stock Exchange or otherwise, at market prices prevailing at
the time of sale, at prices related to the prevailing market prices, or at
negotiated prices. In addition, if agreed by the Company and Goldman Sachs, some
or all of the shares of Common Stock issued pursuant to the Agreement may be
sold through ordinary brokerage transactions and transactions in which a broker
solicits purchasers; purchases by a broker-dealer, as principal, and resale by
the broker-dealer for its account; or a block trade in which a broker-dealer
will attempt to sell as agent, but may position or resell a portion of the
block, as principal, in order to facilitate the transaction.
The Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing description of the material terms of the Agreement and the
transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Shares of Common Stock sold pursuant to the Agreement will be issued pursuant
to a prospectus supplement filed with the Securities and Exchange Commission on
June 12, 2009, to the accompanying prospectus filed with the Commission on
April 11, 2007, as part of the Company's Registration Statement on Form S-3ASR
(File No. 333-142044) (the "Registration Statement"). Interested investors
should read the prospectus supplement, the prospectus and all documents
incorporated therein.
The exhibits to this Current Report on Form 8-K are filed herewith in
connection with the Registration Statement and are incorporated therein by
reference.