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): February 22, 2001 HARTFORD LIFE, INC. HARTFORD LIFE CAPITAL II - ---------------------------- ---------------------------- (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) Delaware 1-12749 Delaware 1-12749-02 - ------------------ ------------ ------------------ ------------ (State or other (Commission (State or other (Commission jurisdiction of File Number) jurisdiction File Number) of Incorporation) of Incorporation) 06-1470915 To be applied for ---------- ------------------- (IRS Employer (IRS Employer Identification No.) Identification No.) c/o Hartford Life, Inc. 200 Hopmeadow Street Simsbury, Connecticut --------------------- (Address of principal executive offices of each registrant) 06089 ----- (Zip Code) (860) 547-5000 -------------- Registrants' telephone number Item 5. Other Events: - ------- ------------- On February 22, 2001, Hartford Life, Inc. ("Hartford Life") entered into an Underwriting Agreement with Banc of America Securities LLC and Chase Securities Inc. for the issuance and sale of certain of Hartford Life's debt securities. This Form 8-K is being filed to incorporate by reference into Registration Statements on Form S-3, Nos. 333-21865 and 333-56283, the Underwriting Agreement attached hereto as Exhibit 1.1. On February 27, 2001, Hartford Life and Hartford Life Capital II (the "Trust") entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., A.G. Edwards & Sons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Warburg LLC for the issuance and sale of 8,000,000 Preferred Securities designated the 7.625% Trust Preferred Securities of the Trust. This Form 8-K is being filed to incorporate by reference into Registration Statements on Form S-3, Nos. 333-21865 and 333- 56283, the Underwriting Agreement attached hereto as Exhibit 1.2. Item 7 Financial Statements and Exhibits - ------ --------------------------------- c) The following are filed as exhibits to this Current Report: Exhibit Number Description - ------ ----------- 1.1. Underwriting Agreement dated February 22, 2001. 1.2. Underwriting Agreement dated February 27, 2001. 2 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. HARTFORD LIFE, INC. Date: March 23, 2001 By: /s/ C. Michael O'Halloran ------------------------- Name: C. Michael O'Halloran Title: Its Vice President HARTFORD LIFE CAPITAL II By: HARTFORD LIFE, INC. as Sponsor Date: March 23, 2001 By: /s/ C. Michael O'Halloran -------------------------- Name: C. Michael O'Halloran Title: Its Vice President EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 1.1. Underwriting Agreement dated February 22, 2001. 1.2. Underwriting Agreement dated February 27, 2001. 3