As filed with the Securities and Exchange Commission on May 21, 2019
Registration
No. 333-212778
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
The Hartford Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3317783
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Hartford Plaza
Hartford, Connecticut 06155
(860)
547-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
David C. Robinson
Executive Vice President and General Counsel
One Hartford Plaza
Hartford, Connecticut 06155
(860)
547-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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Craig B. Brod
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New
York, New York 10006
(212)
225-2000
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Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, New York 10017
(212)
450-4000
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Approximate date of commencement of the proposed sale to the public:
Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐
If this Form
is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REMOVAL OF SECURITIES FROM REGISTRATION
We previously registered for sale, under a Registration Statement on Form
S-3,
as amended
(Registration
No. 333-212778)
(the Registration Statement), (i) senior debt securities of The Hartford Financial Services Group, Inc. (the Company) (the Senior Debt
Securities); (ii) subordinated debt securities of the Company (the Subordinated Debt Securities); (iii) junior subordinated debt securities of the Company (the Junior Subordinated Debt Securities, and, together with the
Senior Debt Securities and the Subordinated Debt Securities, the Debt Securities); (iv) shares of the Companys preferred stock, par value $.01 per share (the Preferred Stock); (v) shares of the Companys common
stock, par value $.01 per share (the Common Stock); (vi) fractional interests in Debt Securities or Preferred Stock evidenced by depositary receipts (the Depositary Shares); (vii) warrants to purchase Debt Securities,
Preferred Stock, Common Stock or other types of securities, property or assets as well as other warrants (the Warrants); (viii) contracts for the purchase or sale of Preferred Stock, Common Stock or other securities, property or assets
(the Stock Purchase Contracts); and (ix) stock purchase units representing ownership of Stock Purchase Contracts, Debt Securities (or undivided beneficial interests therein), Depositary Shares or debt obligations of third parties,
including United States Treasury securities (the Stock Purchase Units, together with the Debt Securities, Preferred Stock, Common Stock, Depositary Shares, Warrants and Stock Purchase Contracts, the Securities). By filing
this Post-Effective Amendment No. 1 to the Registration Statement, we hereby remove from registration all of the Securities that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended,
as appropriate, to reflect the removal from registration of such Securities.