SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 26, 2002
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
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(Exact name of registrant as
specified in its charter)
Delaware 0-19277
(State or other jurisdiction (Commission
of Incorporation) File Number)
13-3317783
(IRS Employer
Identification No.)
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, Connecticut
(Address of principal executive offices of registrant)
06115-1900
Zip Code
(860) 547-5000
Registrant's telephone number
Item 4. Changes in Registrant's Certifying Accountants.
On March 22, 2002, the Board of Directors of The Hartford Financial
Services Group, Inc. (the "Company") determined that it will not be recommending
that the Company continue to engage Arthur Andersen LLP ("Arthur Andersen") as
the Company's independent auditor once Arthur Andersen completes its review of
the Company's first quarter 2002 financial statements. As previously disclosed
in the Company's 2002 proxy statement, the Company's Audit Committee is
conducting a Request for Proposal process, which is expected to be completed in
the second quarter of 2002 with the formal appointment by the Company's Board of
Directors of a new auditor.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the date of
this Current Report, there were no disagreements between the Company and Arthur
Andersen on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Arthur
Andersen's satisfaction, would have caused it to make reference to the subject
matter in connection with its report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter,
dated March 26, 2002, stating its agreement with such statements.
The Company's 2002 proxy statement includes an item seeking shareholder
ratification of the appointment of Arthur Andersen as the Company's independent
auditors for the fiscal year ending December 31, 2002. As a result of the
Board's decision described above, the Board has decided to withdraw the item
from consideration at the annual shareholders' meeting to be held on April 18,
2002.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) The following are filed as exhibits to this Current Report:
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 26, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Date: March 26, 2002 By: /s/ Neal S. Wolin
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Name: Neal S. Wolin
Title: Executive Vice President and
General Counsel
3
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 26, 2002.