UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

The Hartford Financial Services Group, Inc.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

416515104

(CUSIP Number)

 

Stuart L. Merzer General Counsel & Chief Compliance Officer Paulson & Co. Inc. 1251 Avenue of the Americas New York, New York 10020 (212) 956-2221

 

 

with a copy to:

Scott J. Davis

Mayer Brown LLP

71 S. Wacker Drive

Chicago, IL 60606

(312) 701-7311

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 9, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 416515104

 

1.		Names of Reporting Persons.   Paulson & Co. Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):       AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
6.		Citizenship or Place of Organization:       State of Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With				7.		Sole Voting Power:       37,540,676 (See Notes 1 and 2 to Item 5 below)
				8.		Shared Voting Power:       None
				9.		Sole Dispositive Power:       37,540,676 (See Notes 1 and 2 to Item 5 below)
				10.		Shared Dispositive Power:       None
11.		Aggregate Amount Beneficially Owned by Each Reporting Person: 37,540,676 (See Notes 1 and 2 to Item 5 below)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.		Percent of Class Represented by Amount in Row (11): 8.5% (See Note 3 to Item 5 below)
14.		Type of Reporting Person (See Instructions):       IA

 

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Item 1.

Security and Issuer

This Amendment No. 1 amends the Schedule 13D filed on February 14, 2012 by Paulson & Co. Inc. (the “Original Filing”), relating to the common stock (“Common Stock”) and warrants to purchase Common Stock expiring June 26, 2019 (“Warrants”) of The Hartford Financial Services Group, Inc., a Delaware corporation (the “Issuer”). Capitalized terms not defined herein shall have the meanings given to them in the Original Filing.

 

Item 4.

Purpose of Transaction

Item 4 of the Original Filing is hereby amended by adding the following:

As part of the Reporting Person’s continuing discussions or communications with the Issuer’s management, board of directors and shareholders, and public statements, relating to the Issuer’s possible spin-off of its property and casualty insurance business, the Reporting Person has used the presentation filed herewith.

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Original Filing is hereby amended and restated in its entirety as follow:

(a) Amount beneficially owned: 37,540,676 (See Notes 1 and 2)

      Percent of class: 8.5% (See Note 3)

(b) Number of shares of Common Stock and number of Warrants as to which the Reporting Person has:

 

(i)

Sole power to vote or direct the vote: 37,540,676 (See Notes 1 and 2)

 

(ii)

Share power to vote or direct the vote: 0

 

(iii)

Sole power to dispose or direct disposition of: 37,540,676 (See Notes 1 and 2)

 

(iv)

Shared power to dispose or direct the disposition of: 0

(c) The following table sets forth all transactions with respect to the Common Stock of the Issuer effected since February 14, 2012, the date of the Original Filing, inclusive of any transactions effected through 5:00 p.m., New York City time, on March 8,2012. All such transactions were effected in the open market.

Purchase and sale transactions for the same quantities of shares on a given day typically reflect rebalancing of positions among the various Funds based on their relative capital levels, which may change from time to time.

 

Date of Transaction		Amount of Securities		Price Per Share		Type of Transaction
3/6/12		156,247		$19.4147		Sell
3/6/12		156,247		$19.4300		Buy

 

(d)

Not applicable.

 

(e)

Not applicable.

Note 1: The amount listed consists of 37,470,676 shares of Common Stock and 70,000 Warrants. In addition, the Funds currently hold cash-settled swaps positions relating to an additional 221,424 shares of Common Stock and 3,251,000 Warrants, but because neither the Reporting Person nor the Funds have any power to vote, to direct the vote, to dispose or to direct the disposition of the shares of Common Stock and Warrants that its counterparty may hold in connection with such swaps positions, such shares of Common Stock and Warrants are not included in the amount listed in Item 5.

 

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Note 2: The Reporting Person, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, the Reporting Person possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. The Reporting Person disclaims beneficial ownership of such securities.

Note 3: The percentages reported in this Amendment No. 1 are based upon 440,237,475 shares of Common Stock outstanding as of February 17, 2012 (as reported in the Annual Report on Form 10-K filed by the Issuer on February 24, 2012).

 

Item 7.

Material to Be Filed as Exhibits

The following document is filed as an exhibit:

EXHIBIT IV: Presentation dated March 9, 2012.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 9, 2012

 

 

 

 

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