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 27, 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 jurisdiction (Commission (State or other jurisdiction (Commission of Incorporation) File Number) of Incorporation) File Number) 06-1470915 To be applied for - --------------------------- ------------------------------ (IRS Employer (IRS Employer Identification No.) Identification No.) 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 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 (File Nos. 333-21865 and 333-56283) (the "Registration Statements"), the tax opinion of Debevoise & Plimpton, who acted as special counsel to Hartford Life and the Trust in connection with the Registration Statements. The opinion of Debevoise & Plimpton is attached hereto as Exhibit 8. Item 7 Financial Statements and Exhibits - ------ --------------------------------- c) The following is filed as an exhibit to this Current Report: Exhibit Number Description - ------ ----------- 8. Tax Opinion of Debevoise & Plimpton 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: April 5, 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: April 5, 2001 By: /s/ C. Michael O'Halloran ------------------------- Name: C. Michael O'Halloran Title: Its Vice President EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 8. Tax Opinion of Debevoise & Plimpton dated February 27, 2001. 3