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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2001
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HARTFORD LIFE, INC. HARTFORD LIFE CAPITAL III
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) HARTFORD LIFE CAPITAL IV
HARTFORD LIFE CAPITAL V
(EXACT NAME OF REGISTRANT AS SPECIFIED IN TRUST AGREEMENTS)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION OF EACH REGISTRANT)
06-1470915 [TO BE APPLIED FOR]
(I.R.S. EMPLOYER IDENTIFICATION NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBERS)
c/o HARTFORD LIFE, INC.
200 HOPMEADOW STREET 200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06089 SIMSBURY, CONNECTICUT 06089
(860) 547-5000 (860) 547-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID T. FOY
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
HARTFORD LIFE, INC.
200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06089
(860) 547-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF EACH REGISTRANT)
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PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
JAMES C. SCOVILLE NEAL S. WOLIN
DEBEVOISE & PLIMPTON EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
875 THIRD AVENUE THE HARTFORD FINANCIAL SERVICES GROUP, INC.
NEW YORK, NEW YORK 10022 690 ASYLUM AVENUE
(212) 909-6000 HARTFORD, CONNECTICUT 06115
(860) 547-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as determined by market conditions and other factors, after the
effective date of this Registration Statement.
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. [X]
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(2)
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Debt Securities of Hartford Life,
Inc.(3)................................
Preferred Stock of Hartford Life, Inc.,
par value $.01 per share(4)............
Depositary Shares of Hartford Life,
Inc.(5)................................
Warrants of Hartford Life, Inc.(6).......
Stock Purchase Contracts of Hartford
Life, Inc.(7)..........................
Stock Purchase Units of Hartford Life,
Inc.(8)................................
Junior Subordinated Deferrable Interest
Debentures of Hartford Life, Inc.(9)...
Preferred Securities of Hartford Life
Capital III(10)........................
Preferred Securities of Hartford Life
Capital IV(10).........................
Preferred Securities of Hartford Life
Capital V(10)..........................
Guarantees with respect to Preferred
Securities of Hartford Life Capital
III, IV and V(11)......................
Total............................... $850,000,000(12) 100% $850,000,000(12)(13) $212,500
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(continued on next page)
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(continued from previous page)
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933 and exclusive of accrued
interest and dividends, if any.
(2) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933 in respect of the $850,000,000 of
previously unregistered securities registered hereunder. An additional
registration fee of $44,250 was paid by Hartford Life, Inc. on June 8, 1998
in connection with an aggregate of $150,000,000 Debt Securities, Preferred
Stock, Class A Common Stock, Depositary Shares, Warrants, Stock Purchase
Contracts, Stock Purchase Units, Junior Subordinated Deferrable Interest
Debentures, Preferred Securities of Hartford Life Capital I, II and III and
Guarantees with respect to Preferred Securities of Hartford Life Capital I,
II and III of Hartford Life, Inc. registered and not yet sold pursuant to
its Registration Statement on Form S-3 (No. 333-56283) which was declared
effective on June 24, 1998.
(3) Subject to note (12) below, includes such indeterminate principal amount of
Senior and Subordinated debt securities (together, the "Debt Securities")
as may be sold from time to time by Hartford Life, Inc., including sales
upon the exercise of Warrants. Also includes such indeterminate principal
amount of Debt Securities as may be issued upon conversion of or exchange
for any securities being registered hereunder that provide for conversion
or exchange into Debt Securities.
(4) Subject to note (12) below, includes such indeterminate number of shares of
Preferred Stock as may be sold from time to time by Hartford Life, Inc.,
including sales upon the exercise of Warrants. Also includes such
indeterminate number of shares of Preferred Stock as may be issued upon
conversion of or exchange for any securities being registered hereunder
that provide for conversion or exchange into Preferred Stock.
(5) Subject to note (12) below, includes such indeterminate number of
Depositary Shares to be evidenced by Depositary Receipts issued pursuant to
a Deposit Agreement. In the event Hartford Life, Inc. elects to offer to
the public fractional interests in shares of the Preferred Stock registered
hereunder, Depositary Receipts will be distributed to those persons
purchasing such fractional interests and shares of Preferred Stock will be
issued to the Depositary under the Deposit Agreement. No separate
consideration will be received for the Depositary Shares.
(6) Subject to note (12) below, includes such indeterminate amount and number
of Warrants as may be sold from time to time by Hartford Life, Inc.,
representing rights to purchase Debt Securities or Preferred Stock.
Warrants may be sold separately or with Debt Securities or Preferred Stock.
(7) Subject to note (12) below, includes such indeterminate amount and number
of Stock Purchase Contracts as may be sold from time to time by Hartford
Life, Inc., representing rights to purchase Preferred Stock.
(8) Subject to note (12) below, includes such indeterminate amount and number
of Stock Purchase Units as may be sold from time to time by Hartford Life,
Inc., representing ownership of Stock Purchase Contracts and Debt
Securities, Preferred Securities or debt obligations of third parties,
including U.S. Treasury Securities.
(9) Subject to note (12) below, includes such indeterminate number of Junior
Subordinated Deferrable Interest Debentures as may be sold from time to
time by Hartford Life, Inc. Junior Subordinated Securities issued pursuant
to the Subordinated Indenture (as defined in the Prospectus included
herein) may be sold to Hartford Life Capital III, IV or V in which event
each such Junior Subordinated Debt Security may later be distributed to the
holders of Preferred Securities upon a dissolution of such trust and the
distribution of the assets thereof.
(10) Subject to note (12) below, includes such indeterminate number of Preferred
Securities as may be sold severally from time to time by Hartford Life
Capital III, IV and V.
(11) Includes the rights of holders of the Preferred Securities under the
Guarantees and back-up undertakings, consisting of the obligations of
Hartford Life, Inc. under the Corresponding Junior Subordinated Deferrable
Interest Debentures, the related Subordinated Indenture and Supplemental
Indenture thereto (as defined herein) and the Amended and Restated
Declarations of Trust (as defined herein). No separate consideration will
be received for these obligations.
(12) The prospectus included herein relates to securities having a maximum
aggregate public offering price of $1,000,000,000. Such amount represents
the principal amount of any Debt Securities issued at their principal
amount, the issue price rather than the principal amount of any Debt
Securities issued at an original issue discount, the liquidation preference
of any Preferred Stock, the issue price of any Warrants, the exercise price
of any Offered Securities issuable upon the exercise of Warrants and the
initial public offering price of any Preferred Securities. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(13) No separate consideration will be received for the Debt Securities,
Preferred Stock or the Depositary Shares issuable upon conversion of or in
exchange for any securities registered hereunder that provide for
conversion or exchange into such securities. No separate consideration will
be received for any Junior Subordinated Deferrable Interest Debentures if
issued to evidence a loan by Hartford Life Capital III, IV or V to Hartford
Life, Inc., or for the related Guarantees.
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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 333-56283 previously filed by Hartford Life, Inc., Hartford Life
Capital I, Hartford Life Capital II and Hartford Life Capital III and declared
effective on June 24, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THEIR EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 15, 2001
PROSPECTUS
[HARTFORD LIFE LOGO]
HARTFORD LIFE, INC.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
HARTFORD LIFE CAPITAL III
HARTFORD LIFE CAPITAL IV
HARTFORD LIFE CAPITAL V
PREFERRED SECURITIES
GUARANTEED AS DESCRIBED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
BY HARTFORD LIFE, INC.
By this prospectus, we may offer from time to time up to $1,000,000,000 of
any combination of the securities described in this prospectus.
We will provide specific terms of the securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest. A supplement may also change or update information contained in this
prospectus.
We will not use this prospectus to confirm sales of any of our securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. They
have not made, nor will they make, any determination as to whether anyone should
buy these securities. Any representation to the contrary is a criminal offense.
The date of the Prospectus is , 2001.
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TABLE OF CONTENTS
About This Prospectus....................................... ii
Hartford Life, Inc.......................................... 1
The Hartford Life Capital Trusts............................ 1
Use of Proceeds............................................. 3
Ratios of Earnings to Fixed Charges......................... 3
Description of Debt Securities.............................. 3
Description of Capital Stock of Hartford Life, Inc.......... 13
Description of Warrants..................................... 16
Description of Stock Purchase Contracts and Stock Purchase
Units..................................................... 18
Description of Junior Subordinated Debt Securities and
Corresponding
Junior Subordinated Debt Securities....................... 18
Description of Preferred Securities......................... 21
Description of Guarantee.................................... 23
Plan of Distribution........................................ 25
Legal Opinions.............................................. 26
Experts..................................................... 26
Where You Can Find More Information......................... 27
Incorporation by Reference.................................. 27
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the securities described in the prospectus
from time to time. This prospectus provides you with a general description of
the securities we may offer. We may also add, update or change information
contained in this prospectus through a supplement to this prospectus. Any
statement that we make in this prospectus will be modified or superseded by any
inconsistent statement made by us in a prospectus supplement. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
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HARTFORD LIFE, INC.
We are a leading financial services and insurance holding company that,
through our consolidated subsidiaries, provides:
- investment products, including variable annuities, fixed market value
adjusted annuities, mutual funds and retirement plan services for the
savings and retirement needs of over 1.5 million customers,
- individual life insurance for income protection and estate planning to
approximately 500,000 customers,
- group benefits products such as group life and group disability insurance
for the benefit of millions of individuals, and
- corporate owned life insurance, or COLI.
In June 2000, we became an indirect wholly-owned subsidiary of The Hartford
Financial Services Group, Inc., or The Hartford, following its cash tender offer
for all of our common shares not already owned by it at a price of $50.50 per
share. The Hartford had owned a majority of our common shares following our
initial public offering on May 22, 1997. Prior to that date we were an indirect
wholly-owned subsidiary of The Hartford.
As a holding company that is separate and distinct from our insurance
subsidiaries, we have no significant business operations of our own. Therefore,
we rely on the dividends from our insurance company subsidiaries, which are
primarily domiciled in Connecticut, as the principal source of cash flow to meet
our obligations. These obligations include payments on our debt securities and
the payment of dividends on our capital stock, including preferred stock. The
Connecticut insurance holding company laws limit the payment of dividends by
Connecticut-domiciled insurers. Under these laws, the insurance subsidiaries may
only make their dividend payments out of earned surplus. In addition, the state
insurance commissioner must give approval to those subsidiaries paying us
dividends if the dividend and other dividends or distributions made within the
preceding twelve months exceeds, in each case determined under statutory
insurance accounting principles, the greater of:
- 10% of the insurer's policyholder surplus as of December 31 of the
preceding year, or
- net gain from operations for the previous calendar year.
The insurance holding company laws of the other jurisdictions in which our
insurance subsidiaries are incorporated generally contain similar, and in some
instances more restrictive, limitations on the payment of dividends. Our
immediate insurance subsidiary is permitted to pay us up to a maximum of
approximately $310 million in dividends in 2001 without prior regulatory
approval.
Our rights to participate in any distribution of assets of any of our
subsidiaries, for example upon their liquidation or reorganization, and the
ability of holders of our securities to benefit indirectly from a distribution,
are subject to the prior claims of creditors of the applicable subsidiary,
except to the extent that we may be a creditor of that subsidiary. Claims on
these subsidiaries by persons other than us include, as of March 31, 2001,
claims by policyholders for benefits payable amounting to $23.7 billion, claims
by separate account holders of $105.9 billion and other liabilities, including
claims of trade creditors, claims from guaranty associations and claims from
holders of debt obligations amounting to $4.0 billion.
Our principal executive offices are located at 200 Hopmeadow Street,
Simsbury, Connecticut 06089, and our telephone number is (860) 547-5000.
THE HARTFORD LIFE CAPITAL TRUSTS
We created each trust as a statutory Delaware business trust pursuant to a
declaration of trust. We will enter into an amended and restated declaration of
trust for each trust, which will state the terms and conditions for the trust to
issue and sell its preferred securities and common securities. We will amend and
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restate each declaration of trust in its entirety substantially in the form
filed as an exhibit to the Registration Statement which includes this
prospectus. Each declaration of trust will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended, which we refer to in this
prospectus as the "Trust Indenture Act." Upon the issuance of preferred
securities of a trust, the purchasers of those preferred securities will own all
of the preferred securities for that trust. We will, directly or indirectly,
acquire common securities in an aggregate liquidation amount equal to 3% of the
total capitalization of each trust.
Each trust exists for the exclusive purposes of:
- issuing and selling to the public preferred securities, representing
undivided beneficial interests in the assets of the trust,
- issuing and selling to us common securities, representing undivided
beneficial interests in the assets of each trust,
- using the proceeds from the sale of the preferred securities and common
securities to acquire a corresponding series of junior subordinated
deferrable interest debentures, which we refer to in this prospectus as
the "corresponding junior subordinated debt securities,"
- distributing the cash payments it receives from the corresponding junior
subordinated debt securities it owns to you and the other holders of
preferred securities and us, as the holder of the common securities, and
- engaging in the other activities that are necessary or incidental to
these purposes.
Unless we state otherwise in a prospectus supplement, each trust has a term
of approximately 55 years. A trust may also terminate earlier. The trustees of
each trust will conduct its business and affairs. As holder of the common
securities we will appoint the trustees. Initially, the trustees will be:
- Wilmington Trust Company, which will act as institutional trustee and as
Delaware trustee, and
- Two of our employees or officers or those of our affiliates, who will act
as regular trustees.
Wilmington Trust Company, as institutional trustee, will act as sole
indenture trustee under each declaration of trust for purposes of compliance
with the provisions of the Trust Indenture Act. Wilmington Trust Company will
also act as trustee under the guarantee and the subordinated indenture under
which we will issue the corresponding junior subordinated debt securities. See
"Description of Guarantee" and "Description of Debt Securities."
Wilmington Trust Company, as institutional trustee, will hold title to the
corresponding junior subordinated debt securities for the benefit of the holders
of the preferred securities and the common securities, and in its capacity as
the holder, Wilmington Trust Company will have the power to exercise all rights,
powers and privileges under the subordinated indenture. In addition, Wilmington
Trust Company, as institutional trustee, will maintain exclusive control of a
segregated non-interest bearing banking account, which we refer to in this
prospectus as the "property account," to hold all payments made on the junior
subordinated debt securities for the benefit of the holders of the preferred
securities and the common securities. Wilmington Trust Company, as institutional
trustee, will make payments of distributions and payments on liquidation,
redemption and otherwise to the holders of the preferred securities and the
common securities out of funds from the property account. Wilmington Trust
Company, as guarantee trustee, will hold the guarantee for the benefit of the
holders of the preferred securities. We, as the direct or indirect holder of all
the common securities, will have the right, subject to restrictions which are
described in the declaration of trust for each trust, to appoint, remove or
replace any trustee or to increase or decrease the number of trustees. We will
pay all fees and expenses related to the trusts and the offering of the
preferred securities and the common securities.
The principal place of business of each trust will be c/o Hartford Life,
Inc., 200 Hopmeadow Street, Simsbury, Connecticut 06089, and its telephone
number is (860) 547-5000.
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USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we intend to use the
net proceeds from the sale of the securities offered by this prospectus for
general corporate purposes, including working capital, capital expenditures,
investments in or loans to subsidiaries, acquisitions, refinancing of debt,
including outstanding commercial paper and other short term bank indebtedness or
the satisfaction of other obligations. Each trust will use the net proceeds from
the sale of its preferred securities to invest in corresponding junior
subordinated debt securities of Hartford Life. We will include a more detailed
description of the use of proceeds of any specific offering of securities in the
prospectus supplement relating to the offering.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed
charges for the years and the periods indicated:
THREE
MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
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2000 1999 1998 1997 1996 2001 2000
---- ---- ---- ---- ---- ---- ----
(UNAUDITED)
Ratio of Consolidated Earnings to Total Fixed
Charges(1).......................................... 11.1 9.8 9.6 8.2 1.5 10.7 12.0
Ratio of Consolidated Earnings to Total Fixed Charges,
including interest credited to contractholders(2)... 1.7 1.5 1.4 1.4 1.0 1.7 1.7
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(1) The 1996 ratio of earnings to total fixed charges, excluding charges of $348
million, before-tax, primarily related to the recognition of losses in our
guaranteed investment contract business, was 6.9.
(2) The 1996 ratio of earnings to total fixed charges including interest
credited to contractholders, excluding charges of $348 million, before-tax,
primarily related to the recognition of losses in our guaranteed investment
contract business, was 1.3.
For purposes of computing the ratio of earnings to total fixed charges,
"earnings" consists of income from continuing operations before federal income
taxes and fixed charges. "Total Fixed Charges" consists of interest expense,
amortization of debt expense and an imputed interest component for rental
expense. "Total Fixed Charges, including interest credited to contractholders"
also includes all interest paid or credited to the holders of policies,
annuities and investment contracts.
DESCRIPTION OF DEBT SECURITIES
We will issue the senior debt securities in one or more series under an
indenture, which we refer to as the "senior indenture," dated as of May 19,
1997, between us and Citibank, N.A., as trustee. We will issue the subordinated
debt securities in one or more series under an indenture, which we refer to as
the "subordinated indenture", dated as of June 1, 1998, between us and
Wilmington Trust Company, as trustee. Copies of the senior indenture and the
subordinated indenture are filed as exhibits to the Registration Statement that
includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain copies of the senior indenture and the subordinated
indenture.
The following description of the terms of the indentures is a summary. It
summarizes only those portions of the indentures which we believe will be most
important to your decision to invest in our debt securities. You should keep in
mind, however, that it is the indentures, and not the summary, which define your
rights as debtholder. There may be other provisions in the indentures which are
also important to you. You should read the indentures for a full description of
the terms of the debt securities.
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GENERAL
Our debt securities will be unsecured obligations. Our senior debt
securities will be unsecured and will rank on a parity with all of our other
unsecured and unsubordinated obligations. The subordinated debt securities will
be subordinate and junior in right of payment to the extent and in the manner
set forth in the subordinated indenture to all of our senior indebtedness. See
"-- Subordination under the Subordinated Indenture."
The indentures are substantially identical except for the provisions
contained in the subordinated indenture relating to subordination and covenants
contained in the senior indenture only, including the limitation on incurring
certain liens. As a holding company with no significant business operations of
our own, most of our operating assets and the assets of our consolidated
subsidiaries are owned by those subsidiaries and we rely on dividends from those
subsidiaries to meet our obligations for payment of principal of and premium, if
any, and interest on our outstanding debt obligations and corporate expenses.
Accordingly, the debt securities will be effectively subordinated to all
existing and future liabilities of our subsidiaries, and you should look only to
our assets for payments on the debt securities. The payment of dividends by our
insurance company subsidiaries, is limited under the insurance holding company
laws of the states in which these subsidiaries are incorporated or commercially
domiciled.
The indentures do not limit the aggregate amount of debt securities that we
may issue. Unless we state otherwise in the applicable prospectus supplement,
the indentures do not limit us from incurring or issuing other secured or other
unsecured debt, whether under either of the indentures, any other indenture that
we may enter into in the future or otherwise. See "-- Subordination under the
Subordinated Indenture" and the prospectus supplement relating to any offering
of subordinated debt securities.
We may issue the debt securities in one or more series through an indenture
that supplements the senior indenture or the subordinated indenture or through a
resolution of our board of directors or a committee of our board of directors.
The applicable prospectus supplement or prospectus supplements will
describe the following terms of the debt securities:
- the title of the debt securities and the classification as senior or
subordinated;
- any limit upon the aggregate principal amount of the debt securities;
- the date or dates on which the principal of the debt securities is
payable or the method of determining these dates;
- dates on which interest will be payable and circumstances in which
interest may be deferred, if any, and the regular record date for any
interest payable on any interest payment date;
- the place or places where, subject to the terms of the indenture as
described below under "Payment and Paying Agents," the principal,
premium, if any, and interest on the debt securities will be payable and
where, subject to the terms of the indenture as described below under
"Denominations, Registration and Transfer," the debt securities may be
presented for registration of transfer or exchange and the place or
places where notices and demands relating to the debt securities and the
indentures may be made;
- redemption or early payment provisions;
- sinking fund, amortization or similar provisions;
- authorized denominations if other than denominations of $1,000;
- if other than in U.S. Dollars, the currency, currencies or currency units
in which the principal of and premium, if any, and interest, if any, on
the debt securities is payable, or in which the debt securities are
denominated;
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- any additions, modifications or deletions, in the events of default or
covenants of Hartford Life specified in the indenture relating to the
debt securities;
- if other than the principal amount of the debt securities, the portion of
the principal amount of debt securities that is payable upon declaration
or acceleration of maturity;
- any additions or changes to the indenture necessary to permit or
facilitate the series in bearer form, registrable or not registrable as
to principal, and with or without interest coupons;
- any index or indices used to determine the amount of payments of
principal, premium, and interest on the debt securities and the method of
determining these amounts;
- whether a temporary global security will be issued and the terms upon
which these temporary debt securities may be exchanged for definitive
debt securities;
- whether the debt securities will be issued in whole or in part in the
form of one or more global securities;
- appointment of any paying agent or agents;
- in the case of the subordinated indenture, any provisions regarding
subordination; and
- additional terms not inconsistent with the provisions of the indentures.
(Section 3.01)
We may issue one or more series of debt securities at a substantial
discount below their stated principal amount. These may bear no interest or
interest at a rate which at the time of issuance is below market rates. We will
describe the United States federal income tax consequences and special
considerations relating to any series in the applicable prospectus supplement.
The purchase price of any of the debt securities may be payable in one or
more foreign currencies or currency units. The debt securities may be
denominated in one or more foreign currencies or currency units or the
principal, premium, or interest on any debt securities may be payable in one or
more foreign currencies or currency units. We will describe the restrictions,
elections, certain federal income tax considerations, specific terms and other
information with respect to such issue of debt securities and the foreign
currency or currency units in the applicable prospectus supplement.
If we use any index to determine the amount of payments of principal,
premium, or interest on any series of debt securities, we will also describe the
special federal income tax, accounting and other considerations applicable to
the debt securities in the applicable prospectus supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
We expect to issue most debt securities only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000. (Section
3.02) Debt securities of any series will be exchangeable for other debt
securities of the same issue and series, of any authorized denominations, of a
like aggregate principal amount and bearing the same interest rate. (Section
3.05)
You may present debt securities for exchange as described above, or for
registration of transfer, at the office of the securities registrar or at the
office of any transfer agent we designate for that purpose. You will not incur a
service charge but you must pay any taxes and other governmental charges as
described in the indenture. We will appoint the trustees as securities
registrars under the indentures. (Section 3.05) We may at any time rescind the
designation of any transfer agent or approve a change in the location through
which the transfer agent acts. We may at any time designate additional transfer
agents. (Section 10.02)
In the event of any redemption, neither we nor the trustee will be required
to:
- issue, register the transfer of or exchange debt securities during the
period beginning at the opening of business 15 days before the day of
selection for redemption of debt securities of that series and ending at
the close of business on the day of mailing of the relevant notice of
redemption, or
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- transfer or exchange any debt securities so selected for redemption,
except, in the case of any debt securities being redeemed in part, any
portion not to be redeemed. (Section 3.05)
GLOBAL DEBT SECURITIES
We may issue all or any part of a series of debt securities in the form of
one or more global securities. We will identify the depositary holding the
global debt securities in the applicable prospectus supplement relating to the
offering. We will issue global securities only in fully registered form and in
either temporary or permanent form. Unless it is exchanged in whole or in part
for the individual debt securities, a global security may not be transferred
except:
- by the depositary to its nominee, or
- by the depositary or any nominee to a successor of the depositary, or a
nominee of the successor.
We will describe the specific terms of the depositary arrangement in the
applicable prospectus supplement. We expect that the following provisions will
generally apply to depositary arrangements.
If we issue a global security, the depositary for the global security or
its nominee will credit on its book-entry registration and transfer system the
respective principal amounts of the individual debt securities represented by
the global security to the accounts of persons that have accounts with it. The
accounts will be designated by the dealers, underwriters or agents for the debt
securities or by us if the debt securities are offered and sold directly by us.
Ownership of beneficial interests in a global security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests in the global security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the applicable depositary or its nominee for interests of participants and the
records of participants for interests of persons who hold through participants.
The laws of some states require that you take physical delivery of securities in
definitive form. These limits and laws may impair the ability to transfer
beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a
global security, the depositary or nominee will be considered the sole owner or
holder of the debt securities represented by the global security for all
purposes under the indenture. Except as provided below, you:
- will not be entitled to have any of the individual debt securities
represented by the global security registered in your name,
- will not receive or be entitled to receive physical delivery of the debt
securities in definitive form, and
- will not be considered the owner or holder of the debt securities under
the indenture.
We will make principal, premium and interest payments on global securities
to the depositary that is the registered holder of the global security or its
nominee. The depositary for the global securities will be solely responsible and
liable for all payments made on account of your beneficial ownership interests
in the global security and for maintaining, supervising and reviewing any
records relating to your beneficial ownership interests.
We expect that the depositary or its nominee, upon receipt of any
principal, premium or interest payment, immediately will credit participants'
accounts with amounts in proportion to their respective beneficial interest in
the principal amount of the global security as shown on the records of the
depositary or its nominee. We also expect that payments by participants to you,
as an owner of a beneficial interest in the global security held through those
participants, will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." These payments will be the responsibility
of those participants.
Unless we state otherwise in the applicable prospectus supplement, if a
depositary for a series of debt securities is at any time unwilling, unable or
ineligible to continue as depositary and we do not appoint a successor
depositary within 90 days, we will issue individual debt securities in exchange
for the global
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security. In addition, we may at any time and in our sole discretion, subject to
any limitations described in the prospectus supplement relating to the debt
securities, determine not to have any debt securities of such series represented
by one or more global securities. If that occurs, we will issue individual debt
securities of such series in exchange for the global security.
Further, you may, on terms acceptable to us, the trustee and the
depositary, receive individual debt securities in exchange for your beneficial
interest in a global security subject to any limitations described in the
prospectus supplement relating to the debt securities. In that instance, you
will be entitled to physical delivery of individual debt securities equal in
principal amount to that beneficial interest and to have the debt securities
registered in your name. Unless we otherwise specify, we will issue those
individual debt securities in denominations of $1,000 and any integral multiples
of $1,000.
PAYMENT AND PAYING AGENTS
Unless we state otherwise in an applicable prospectus supplement, we will
make principal, premium, and interest payments on your debt securities at the
office of the trustee for your debt securities in the City of New York, or at
the office of any paying agent that we may designate. We may specify additional
methods of payment in an applicable prospectus supplement.
Unless we state otherwise in an applicable prospectus supplement, we will
pay any interest on debt securities to the registered owner of the debt security
at the close of business on the record date for the interest, except in the case
of defaulted interest. We may at any time designate additional paying agents or
rescind the designation of any paying agent; however, we must maintain at all
times a paying agent in each place of payment for the debt securities. (Sections
3.01, 3.07 and 10.02)
Any moneys deposited with the trustee or any paying agent, or then held by
us in trust, for the payment of the principal, premium, or interest on any debt
security and that remain unclaimed for two years after the principal and
premium, if any, or interest has become due and payable will, at our request, be
repaid to us. After repayment to us, you are entitled to seek payment only from
us as a general unsecured creditor. (Section 10.03)
REDEMPTION
Unless we state otherwise in an applicable prospectus supplement, debt
securities will not be subject to any sinking fund and will not be redeemable
prior to their stated maturity.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We will not consolidate with or merge into any other corporation or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and no person may consolidate with or merge into us or convey, transfer
or lease to us its properties and assets substantially as an entirety, unless:
- if we consolidate with or merge into another corporation or convey or
transfer our properties and assets substantially as an entirety to any
person, the successor corporation is organized under the laws of the
United States of America or any state or the District of Columbia, and
the successor corporation expressly assumes our obligations relating to
the debt securities,
- immediately after giving effect to the consolidation, merger, conveyance
or transfer, there exists no event of default, and no event which, after
notice or lapse of time or both, would become an event of default, and
- other conditions described in the indenture are met. (Sections 8.01 and
8.02)
LIMITATIONS UPON LIENS
The senior indenture provides that neither we nor any restricted subsidiary
may issue, assume or guarantee any indebtedness for money borrowed if the
indebtedness is secured by a lien upon any principal
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property or any restricted subsidiary or on any shares of stock of any
restricted subsidiary, whether the principal property or shares of stock are now
owned or later acquired.
The indentures permit us to incur secured debt if we provide that the debt
securities will be secured equally and ratably with or in priority to the new
secured indebtedness. We may also provide that our other indebtedness, including
indebtedness guaranteed by us or the restricted subsidiary, will be secured
equally with or in priority to the new secured indebtedness. Further, the
restriction on incurring secured indebtedness will not apply to:
- liens on property or shares of stock of any corporation existing at the
time the corporation becomes a restricted subsidiary,
- liens on property existing at the time it is acquired, or liens on
property which secure the payment of the purchase price of the property,
or liens on property which secure indebtedness incurred or guaranteed for
the purpose of financing the purchase price of the property or the
construction of that property, including improvements to existing
property, which indebtedness is incurred or guaranteed within 180 days
after the latest of the acquisition or completion of construction or
commencement of operation of the property,
- liens securing indebtedness owing by any restricted subsidiary to us or a
wholly owned restricted subsidiary,
- liens on the property of a corporation existing at the time the
corporation is merged into or consolidated with us or a restricted
subsidiary or at the time of a purchase, lease or other acquisition of
the properties of a corporation or other person as an entirety or
substantially as an entirety by us or a restricted subsidiary,
- liens on our property or the property of a restricted subsidiary in favor
of the United States of America or any State, agency, instrumentality or
political subdivision of the United States of America, or in favor of any
other country, or any political subdivision of that country, to secure
any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price or the cost of construction of the
property subject to those liens within 180 days after the latest of the
acquisition, completion of construction or commencement of operation of
that property, and
- any extension, renewal or replacement of any lien referred to in the five
preceding clauses.
We and one or more restricted subsidiaries, may, without securing the debt
securities, issue, assume or guarantee secured indebtedness which would
otherwise be subject to the above restrictions, provided that after doing so the
aggregate amount of this indebtedness does not exceed 10% of our consolidated
net tangible assets. In computing the aggregate amount of indebtedness
outstanding for purposes of the previous sentence, indebtedness issued, assumed
or guaranteed that satisfies the conditions described in the above clauses is
not included.
When we use the term "consolidated net tangible assets", we mean the total
amount of assets, less applicable reserves and other properly deductible items,
after deducting:
- all liabilities, excluding any liabilities which are by their terms
extendible or renewable at the option of the obligor to a time more than
12 months after the time as of which the amount is being computed, and
- all segregated goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on
the most recent balance sheet of Hartford Life, Inc. and its consolidated
subsidiaries and prepared in accordance with U.S. generally accepted
accounting principles. Our subsidiaries include any corporation where
more than 50% of its voting stock is owned by us or by another
subsidiary. (Section 1.01 of the senior indenture)
When we use the term "principal property", we mean all land, buildings,
machinery and equipment, and leasehold interests and improvements relating to
these items, which would be reflected on our
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consolidated balance sheet prepared in accordance with U.S. generally accepted
accounting principles, excluding all tangible property located outside the
United States of America and excluding any tangible property which, in the
opinion of our board of directors set forth in a board resolution, is not
material to us and our consolidated subsidiaries taken as a whole.
When we use the term "restricted subsidiary", we mean any subsidiary which
is incorporated under the laws of any state of the United States or of the
District of Columbia, and which is a regulated insurance company principally
engaged in one or more of the property, casualty and life insurance businesses.
However, no subsidiary is a restricted subsidiary:
- if the total assets of that subsidiary are less than 10% of our total
assets and the total assets of our consolidated subsidiaries, including
that subsidiary, in each case as set forth on the most recent fiscal
year-end balance sheets of the subsidiary and us and our consolidated
subsidiaries, respectively, and computed in accordance with U.S.
generally accepted accounting principles, or
- if in the judgment of our board of directors, as evidenced by a board
resolution, the subsidiary is not material to the financial condition of
our company and our subsidiaries taken as a whole. (Section 1.01)
As of March 31, 2001, the following subsidiaries meet the definition of
restricted subsidiaries: Hartford Life Insurance Company, Hartford Life and
Accident Insurance Company and Hartford Life and Annuity Insurance Company.
MODIFICATION AND WAIVER
Modification
We and the trustee may modify and amend each indenture with the consent of
the holders of a majority in aggregate principal amount of the series of debt
securities affected. However, no modification or amendment may, without the
consent of the holder of each outstanding debt security affected:
- change the stated maturity of the principal of, or any installment of
interest on, any outstanding debt security,
- reduce the principal amount of, or the rate of interest on or any premium
payable upon the redemption of, or the amount of principal of an original
issue discount security that would be due and payable upon a declaration
of acceleration of the maturity of, any outstanding debt security,
- change the place of payment, or the coin or currency in which any
outstanding debt security or the interest is payable,
- impair your right to institute suit for the enforcement of any payment on
or relating to any outstanding debt security after the stated maturity,
or
- change the amendment provisions of the indenture requiring the consent of
the affected holders for waiver of compliance with the indenture or
waiver of past defaults. (Section 9.02)
Waiver
The holders of a majority in principal amount of the outstanding debt
securities of a series may, on behalf of the holders of all debt securities of
that series, waive compliance by us with restrictive covenants of the indenture
which relate to that series. (Section 10.09 of senior indenture; Section 10.08
of subordinated indenture)
The holders of not less than a majority in principal amount of the
outstanding debt securities of a series may, on behalf of the holders of that
series, generally waive any past default under the indenture relating to that
series of debt securities. However, a default in the payment of the principal
of, or any interest on, any debt security of that series or relating to a
provision which under the indenture cannot be
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modified or amended without the consent of the holder of each outstanding debt
security of that series affected cannot be so waived. (Section 5.13)
EVENTS OF DEFAULT
Under the terms of each indenture, each of the following constitutes an
event of default for a series of debt securities:
- default for 30 days in the payment of any interest when due,
- default in the payment of principal, or premium, if any, at maturity,
- default in the performance of any other covenant or warranty in the
indenture for 60 days in the case of the senior indenture and 90 days in
the case of the subordinated indenture after written notice,
- our bankruptcy, insolvency or reorganization,
- for the senior debt securities only, acceleration or default in the
payment of indebtedness for borrowed money in excess of $25,000,000,
which has not been rescinded or annulled within 30 days after notice, or
- any other event of default described in the applicable board resolution
or supplemental indenture under which the series of debt securities is
issued. (Section 5.01)
We are required to furnish the trustee annually with a statement as to the
fulfillment of our obligations under the indenture. (Section 10.06) Each
indenture provides that the trustee may withhold notice to you of any default,
except in respect of the payment of principal or interest on the debt
securities, if it considers it in the interests of the holders of the debt
securities to do so.
Effect of an Event of Default
If an event of default exists, the trustee or the holders of not less than
10% in the case of the senior indenture and 25% in the case of the subordinated
indenture in principal amount of a series of debt securities may declare the
principal amount, or, if the debt securities are original issue discount
securities, the portion of the principal amount as may be specified in the terms
of that series, of the debt securities of that series to be due and payable
immediately, by a notice in writing to us, and to the trustee if given by
holders. Upon that declaration the principal will become immediately due and
payable. However, at any time after a declaration of acceleration has been made,
but before a judgment or decree for payment of the money due has been obtained,
the holders of a majority in principal amount of outstanding debt securities
may, subject to conditions specified in the indenture, rescind and annul that
declaration. (Section 5.02)
Subject to the provisions of the indentures relating to the duties of the
trustee, if an event of default then exists, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at your
request, order or direction, unless you have offered to the trustee reasonable
security or indemnity. (Section 6.03) Subject to the provisions for the security
or indemnification of the trustee, the holders of a majority in principal amount
of a series of outstanding debt securities have the right to direct the time,
method and place of conducting and proceeding for, and any remedy available to
the trust, or exercising any trust or power conferred on the trustee in
connection with the debt securities of that series. (Section 5.12)
Legal Proceedings and Enforcement of Right to Payment
You will not have any right to institute any proceeding in connection with
the indenture or for any remedy under the indenture, unless you have previously
given to the trustee written notice of a continuing event of default with
respect to debt securities of that series. In addition, the holders of at least
25% in principal amount of the outstanding debt securities must have made
written request, and offered reasonable
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indemnity, to the trustee to institute that proceeding as trustee, and, within
60 days following the receipt of that notice, the trustee must not have received
from the holders of a majority in principal amount of the outstanding debt
securities of that series a direction inconsistent with that request, and must
have failed to institute the proceeding. (Section 5.07) However, you will have
an absolute right to receive payment of the principal, premium, and interest on
that debt security on or after the due dates expressed in the debt security and
to institute a suit for the enforcement of that payment.
SATISFACTION AND DISCHARGE OF THE INDENTURES
Each indenture provides that when, among other things, all debt securities
not previously delivered to the trustee for cancellation:
- have become due and payable, or
- will become due and payable at their stated maturity within one year and
we deposit or cause to be deposited with the trustee, in trust, an amount
in the currency or currencies in which the debt securities are payable
sufficient to pay and discharge the entire indebtedness on the debt
securities not previously delivered to the trustee for cancellation, for
the principal, premium, and interest to the date of the deposit or to the
stated maturity, as the case may be,
Then the indenture will cease to be of further effect, and we will be deemed to
have satisfied and discharged the indenture. However, we will continue to be
obligated to pay all other sums due under the indenture and to provide the
officers' certificates and opinions of counsel described in the indenture.
(Section 4.01)
DEFEASANCE
Unless we state otherwise in the applicable prospectus supplement, each
indenture provides that we will be deemed to have paid and discharged the entire
indebtedness on all the debt securities of a series at any time prior to their
stated maturity or redemption when:
- we have irrevocably deposited or caused to be deposited with the trustee,
in trust, either:
- sufficient funds to pay and discharge the entire indebtedness on the
debt securities for the principal, premium, if any, and interest to the
stated maturity or any redemption date, or
- the amount of U.S. government securities as, in the written opinion of
independent public accountants delivered to the trustee, together with
predetermined and certain income to accrue, without consideration of any
reinvestment, will be sufficient to pay and discharge when due the
entire indebtedness on the debt securities for principal, premium, and
interest to the stated maturity or any redemption date; and
- we have paid or caused to be paid all other sums payable on the debt
securities; and
- we have delivered to the trustee an officer's certificate and an opinion
of counsel to the effect that:
- we have received from, or there has been published by, the Internal
Revenue Service a ruling, or
- since the date of execution of the applicable indenture, there has been
a change in the applicable federal income tax law,
in either case to the effect that the deposit and related defeasance would
not cause you to recognize income, gain or loss for federal income tax
purposes and the opinion is accompanied by a ruling to such effect
received from or published by the United States Internal Revenue Service;
and
- we have delivered to the trustee an opinion of counsel that neither we
nor the trust held by the trustee will immediately after the deposit just
described be an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of
1940; and
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- we have delivered to the trustee the other officer's certificates and
opinions of counsel as may be required by the indenture, each stating
that all conditions precedent relating to the satisfaction and discharge
of the entire indebtedness on all debt securities have been complied
with. (Section 4.03)
The subordinated indenture will not be discharged as described above if we
have defaulted in the payment of principal, premium, or interest on any senior
debt and that default is continuing or another event of default on the senior
debt then exists and has resulted in the senior debt becoming or being declared
due and payable prior to the date it would have become due and payable.
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
In the subordinated indenture, we have agreed that any subordinated debt
securities are subordinate and junior in right of payment to all senior
indebtedness to the extent provided in the subordinated indenture. Upon any
payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with our insolvency or
bankruptcy, the holders of senior indebtedness will first be entitled to receive
payment in full of principal, premium, and interest, if any, on the senior
indebtedness before the holders of subordinated debt securities will be entitled
to receive or retain any payment of the principal, premium, or interest, if any,
on the subordinated debt securities.
If the maturity of any subordinated debt securities is accelerated, the
holders of all senior indebtedness outstanding at the time of the acceleration
will first be entitled to receive payment in full of all amounts due, including
any amounts due upon acceleration, before you will be entitled to receive any
payment of the principal, premium, or interest, if any, on the subordinated debt
securities.
We will not make any payments of principal, premium, or interest on the
subordinated debt securities if:
- a default in any payment on senior indebtedness then exists,
- an event of default on any senior indebtedness resulting in its
acceleration then exists, or
- any judicial proceeding is pending in connection with a default.
When we use the term "senior indebtedness" we mean:
- every obligation for money borrowed,
- every obligation evidenced by securities, bonds, debentures, notes or
other similar instruments issued by us,
- every capital lease obligation,
- every obligation issued or assumed as the deferred purchase price of
property or services, all conditional sale obligations and all
obligations under any conditional sale or title retention agreement but
excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business,
- every reimbursement obligation with respect to letters of credit,
bankers' acceptances or similar facilities issued for our account,
- every obligation in respect of interest rate swap, cap, floor, collar or
other agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar
agreements, and
- every obligation of the type referred to in the prior six clauses of
another person and all dividends of another person the payment of which
Hartford Life has guaranteed or is responsible or liable for, directly or
indirectly, including as obligor, except for (1) any indebtedness that is
by its terms subordinated or ranks on a parity with the subordinated debt
securities and (2) any indebtedness
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between or among Hartford Life and its affiliates, including all other
debt securities and guarantees in respect of those debt securities,
issued to (a) any Hartford Life subsidiary trust or trustee of the trust
and (b) any other trust, or trustee of such trust, partnership or other
entity affiliated with Hartford Life that is a financing vehicle of
Hartford Life in connection with issuance by the financing vehicle of
preferred securities or other securities that rank on a parity with, or
junior to, the preferred securities.
We are a holding company with no significant business operations of our
own, and most of our assets are owned by our subsidiaries. Accordingly, the debt
securities will be effectively subordinated to all our existing and future
liabilities of our subsidiaries, including liabilities under contracts of
insurance and annuities written by our insurance subsidiaries. You should rely
only on our assets for payments of interest and principal and premium, if any.
The subordinated indenture does not limit the amount of additional senior
indebtedness that we may incur. We expect from time to time to incur additional
indebtedness constituting senior indebtedness.
The subordinated indenture provides that we may change the subordination
provisions relating to any particular issue of subordinated debt securities
prior to issuance. We will describe any change in the prospectus supplement
relating to the subordinated debt securities.
GOVERNING LAW
The indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York. (Section 1.12)
CONCERNING THE TRUSTEES
Each of the trustees acts as depository for funds of, makes loans to, and
performs other services for, Hartford Life and our subsidiaries in the normal
course of business.
The trustees will have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the trustees are under no obligation
to exercise any of the powers vested in it by the indentures at the request of
any holder of debt securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which it may incur. Each of
the trustees is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if it reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.
DESCRIPTION OF CAPITAL STOCK OF HARTFORD LIFE, INC.
Our Amended and Restated Certificate of Incorporation provides that our
capital stock is 50,001,000 shares. These shares consist of:
- 1,000 shares of common stock, par value $.01 per share, all of which are
outstanding and are held by a wholly owned subsidiary of The Hartford,
and
- 50,000,000 shares of preferred stock, par value $.01 per share.
COMMON STOCK
Each outstanding share of our common stock is entitled to such dividends as
our board of directors may declare from time to time out of funds that we can
legally use to pay dividends. The holder of our common stock is entitled to one
vote for each share of common stock. In the event of liquidation, dissolution or
winding-up of Hartford Life, the holder of our common stock will be entitled to
receive any assets remaining after provisions of payment of creditors.
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PREFERRED STOCK
Our authorized preferred stock is available for issuance from time to time
at the discretion of our board of directors without stockholder approval. Our
board of directors has the authority to prescribe for each class or series of
the preferred stock it establishes the number of shares in that class or series,
any voting, dividend and conversion rights and the other designations, powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions of the preferred stock.
We will describe the particular terms of any class or series of preferred
stock in the prospectus supplement relating to the offering. We will designate
the rights, preferences, privileges and restrictions, including dividend rights,
voting rights, terms of redemption and liquidation preferences, of preferred
stock through a certificate of designation adopted by our board of directors or
a duly authorized committee of our board of directors.
DEPOSITARY SHARES
General Terms
We may elect to offer depositary shares representing receipts for
fractional interests in preferred stock rather than full shares of preferred
stock. In this case, we will issue receipts for depositary shares, each of which
will represent a fraction of a share of a particular series of preferred stock.
We will deposit the shares of any series of preferred stock represented by
depositary shares under a deposit agreement between us and a depositary, which
we will name in a prospectus supplement. Subject to the terms of the deposit
agreement, as an owner of a depositary share you will be entitled, in proportion
to the applicable fraction of a share of preferred stock represented by the
depositary share, to all the rights and preferences of the preferred stock
represented by the depositary share including dividend, voting, redemption,
subscription and liquidation rights. The following description of the terms of
the deposit agreement is a summary. It summarizes only those terms of the
deposit agreement which we believe will be most important to your decision to
invest in our depositary shares. You should keep in mind, however, that it is
the deposit agreement, and not this summary, which defines your rights as a
holder of depositary shares. There may be other provisions in the deposit
agreement which are also important to you. You should read the deposit agreement
for a full description of the terms of the depository shares. Copies of the
forms of deposit agreement and depositary receipt will be filed, as exhibits to
a Current Report on Form 8-K, which will be filed prior to any offering of
depositary shares and incorporated by reference to the Registration Statement
that includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain copies of the deposit agreement.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received on the preferred stock to you in proportion to the
numbers of depositary shares that you own.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to you in an equitable manner, unless the
depositary determines that it is not feasible to make a distribution. In that
case, the depositary may, with our approval, adopt any method as it deems
equitable and practicable for the purpose of effecting distribution, including
sale of the property and distribution of the net proceeds from the sale to you.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depository shares,
the depositary will redeem your depositary shares from the proceeds received by
the depositary resulting from the redemption. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable in relation to the series of preferred stock. Whenever
we redeem shares of preferred stock held by the depositary, the depositary will
redeem as of the same redemption date the number of
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depositary shares representing the shares of preferred stock redeemed. If fewer
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot, proportionately or by any other equitable
method as the depositary may determine.
After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all of your rights as
holders of depositary shares will cease, except the right to receive the
redemption price upon such redemption. Any funds we deposit with the depositary
for any depositary shares which you fail to redeem will be returned to us after
a period of two years from the date we deposit the funds.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which you are entitled to vote,
the depositary will mail to you the information contained in such notice of
meeting. Each record holder of the depositary shares on the record date will be
entitled to instruct the depositary how to vote the amount of the preferred
stock represented by that holder's depositary shares. The depositary will
endeavor, to the extent practicable, to vote the amount of the preferred stock
represented by the depositary shares in accordance with those instructions. We
agree to take all reasonable action which the depositary may deem necessary to
enable the depositary to do so. The depositary will abstain from voting shares
of preferred stock if it does not receive specific instructions from you.
Amendment and Termination of the Deposit Agreement
The deposit agreement will provide that the form of depositary receipt and
any provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which imposes or increases
any fees, taxes or other charges payable by you, or which otherwise prejudices
any of your substantial existing rights, will not take effect as to outstanding
depositary receipts until the expiration of 90 days after notice of such
amendment has been mailed to you.
Whenever we direct it, the depositary will terminate the deposit agreement
by mailing notice of such termination to the record holders of all depositary
receipts then outstanding at least 30 days prior to the date fixed in the notice
for the termination. The depositary may likewise terminate the deposit agreement
60 days after the depositary has delivered to us a written notice of its
election to resign and we have not appointed a successor depositary. If any
depositary receipts remain outstanding after the date of termination, the
depositary will discontinue the transfer of depositary receipts, will suspend
the distribution of dividends to the holders, and will not give any further
notices or perform any further acts under the deposit agreement except as
provided below and except that the depositary will continue:
- to collect dividends on the preferred stock and any other distributions
with respect to the preferred stock, and
- to deliver the preferred stock together with dividends and distributions
and the net proceeds of any sales of rights, preferences, privileges or
other property, without liability for interest, in exchange for
depositary receipts surrendered.
At any time after the expiration of two years from the date of termination,
the depositary may sell the preferred stock it then holds at public or private
sales, at the place or places and upon the terms as it deems proper, and may
hold the net proceeds of any sale, together with any money and other property it
then holds, without liability for interest, for the pro rata benefit of the
holders of depositary receipts which have not been surrendered.
Charges of Depositary
We will pay all charges of the depositary, including charges in connection
with the initial deposit of the preferred stock, the initial issuance of the
depositary receipts, the distribution of information to the holders of
depositary receipts with respect to matters on which preferred stock is entitled
to vote, withdrawals of the preferred stock by the holders of depositary
receipts or redemption or conversion of the
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preferred stock, except for taxes and other governmental charges and such other
charges as are expressly provided in the deposit agreement to be at the expense
of holders of depositary receipts or persons depositing preferred stock.
Miscellaneous
The depositary will make available for inspection by holders of depositary
receipts, at its corporate office and its New York Office, all reports and
communications from us which are delivered to the depositary as the holder of
preferred stock.
Neither we nor the depositary will be liable if it is prevented or delayed
by law or any circumstance beyond its control in performing its obligations
under the deposit agreement. The obligations of the depositary under the deposit
agreement are limited to performing its duties under the deposit agreement
without negligence or bad faith. Our obligations under the deposit agreement are
limited to performing our duties under the deposit agreement in good faith.
Neither we nor the depositary is obligated to prosecute or defend any legal
proceeding in respect of any depositary share or preferred stock unless
satisfactory indemnity is furnished. We and the depositary are entitled to rely
upon advice of or information from counsel, accountants or other persons
believed to be competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary, any resignation
or removal to take effect upon the appointment of a successor depositary and its
acceptance of the appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF WARRANTS
We may issue warrants, including warrants to purchase debt securities,
preferred stock or other of our securities. We may issue warrants independently
or together with any other securities, and they may be attached to or separate
from those securities. We will issue the other warrants under warrant agreements
between us and a bank or trust company, as warrant agent, that we will describe
in the prospectus supplement relating to the warrants that we offer.
The following description of the terms of the warrants is a summary. It
summarizes only those terms of the warrants and the warrant agreement which we
believe will be most important to your decision to invest in our warrants. You
should keep in mind, however, that it is the warrant agreement and the warrant
certificate relating to the warrants, and not this summary, which define your
rights as a warrant holder. There may be other provisions in the warrant
agreement and the warrant certificate relating to the warrants which are also
important to you. You should read these documents for a full description of the
terms of the warrants. Forms of these documents will be filed, as exhibits to a
Current Report on Form 8-K which will be filed prior to any offering of warrants
and incorporated by reference to the Registration Agreement that includes this
prospectus. See "Where You Can Find More Information" for information on how to
obtain copies of the warrant agreement and the warrant certificate.
DEBT WARRANTS
We will describe in the applicable prospectus supplement the terms of
warrants to purchase debt securities that we may offer, the warrant agreement
relating to the debt warrants and the warrant certificates representing the debt
warrants. These terms will include the following:
- the title of the debt warrants,
- the debt securities for which the debt warrants are exercisable,
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- the aggregate number of the debt warrants,
- the principal amount of debt securities that you may purchase upon
exercise of each debt warrant, and the price or prices at which we will
issue the debt warrants,
- the procedures and conditions relating to the exercise of the debt
warrants,
- the designation and terms of any related debt securities issued with the
debt warrants, and the number of debt warrants issued with each debt
security,
- the date, if any, from which you may separately transfer the debt
warrants and the related securities,
- the date on which your right to exercise the debt warrants commences, and
the date on which your right expires,
- the maximum or minimum number of the debt warrants which you may exercise
at any time,
- if applicable, a discussion of material United States federal income tax
considerations,
- any other terms of the debt warrants and terms, procedures and
limitations relating to your exercise of the debt warrants, and
- the terms of the securities you may purchase upon exercise of the debt
warrants.
You may exchange debt warrant certificates for new debt warrant
certificates of different denominations and may exercise debt warrants at the
corporate trust office of the warrant agent or any other office that we indicate
in the applicable prospectus supplement. Prior to exercise, you will not be
entitled to payments of principal, premium, if any, or interest on the debt
securities purchasable upon the exercise.
OTHER WARRANTS
We may issue other warrants, which may be exercised for preferred stock or
other securities. We will describe in the applicable prospectus supplement the
following terms of those warrants:
- the title of the warrant,
- the price or prices at which we will issue the warrants,
- if applicable, the designation and terms of the preferred stock issued
with the warrants, and the number of warrants issued with each share of
preferred stock,
- if applicable, the date from which you may separately transfer the
warrants and the related preferred stock,
- if applicable, a discussion of material United States federal income tax
considerations, and
- any other terms of the warrants, including terms, procedures and
limitations relating to your exchange and exercise of the warrants.
We will also describe in the applicable prospectus supplement the amount of
securities called for by the warrants, any amount of warrants outstanding, and
any provisions for a change in the exercise price or the expiration date of the
warrants and the kind, frequency and timing of any notice to be given. Prior to
the exercise of your warrants, you will not have any of the rights of holders of
the preferred stock or other securities purchasable upon that exercise and will
not be entitled to any dividend payments or voting rights of the preferred stock
purchasable upon the exercise.
EXERCISE OF WARRANTS
We will describe in the prospectus supplement relating to the warrants the
principal amount or the number of our securities that you may purchase for cash
upon exercise of a warrant, and the exercise
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price. You may exercise a warrant as described in the prospectus supplement
relating to the warrants at any time up to the close of business on the
expiration date stated in the prospectus supplement. Unexercised warrants will
become void after the close of business on the expiration date, or any later
expiration date that we determine.
We will forward the securities purchasable upon the exercise as soon as
practicable after receipt of payment and the properly completed and executed
warrant certificate at the corporate trust office of the warrant agent or other
office stated in the applicable prospectus supplement. If you exercise less than
all of the warrants represented by the warrant certificate, we will issue you a
new warrant certificate for the remaining warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating you
to purchase from us, and for us to sell to you, a specific number of shares of
preferred stock at a future date or dates. The price per share of preferred
stock may be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula described in the stock purchase
contracts. We may issue the stock purchase contract separately or as a part of
units consisting of a stock purchase contract and debt securities, trust
preferred securities or debt obligations of third parties, including U.S.
Treasury securities, securing your obligations to purchase the preferred stock
under the purchase contracts. The stock purchase contracts may require us to
make periodic payments to you or vice versa and the payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require you to secure
your obligations in a specified manner. We will describe in the applicable
prospectus supplement the terms of any stock purchase contracts or stock
purchase units. Copies of the form of stock purchase contract, and, if
applicable, collateral arrangements and depositary arrangements relating to the
stock purchase contracts will be filed as exhibits to a Current Report on Form
8-K which will be filed prior to any offering of stock purchase contracts and
incorporated by reference to the Registration Statement that includes this
prospectus. See "Where You Can Find More Information" for information on how to
obtain copies of the stock purchase contract, and, if applicable, collateral
arrangements and depositary arrangements relating to the stock purchase
contracts.
DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES
AND CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES
We will issue the junior subordinated debt securities in one or more series
under the subordinated indenture, as supplemented from time to time, between us
and Wilmington Trust Company, as subordinated indenture trustee.
The following description of the terms of the junior subordinated debt
securities is a summary. It summarizes only those terms of the junior
subordinated debt securities which we believe will be most important to your
decision to invest in our junior subordinated debt securities. You should keep
in mind, however, that it is the subordinated indenture, and not this summary,
which defines your rights as a holder of our junior subordinated debt
securities. There may be other provisions in the subordinated indenture which
are also important to you. You should read the subordinated indenture for a full
description of the terms of the junior subordinated debt securities. The
subordinated indenture is filed as an exhibit to the Registration Statement that
includes this prospectus. See "Where You Can Find More Information" for
information on how to obtain a copy of the subordinated indenture.
We will describe the particular terms of the junior subordinated debt
securities, including the terms of the corresponding junior subordinated debt
securities which we may issue to a trust, in the prospectus supplement
applicable to the offering. Except as we describe below or in the applicable
prospectus supplement, the junior subordinated debt securities will have the
terms and provisions applicable to the debt securities as described under
"Description of Debt Securities".
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GENERAL TERMS
Each series of junior subordinated debt securities will be direct,
unsecured obligations of Hartford Life. We may issue the junior subordinated
debt securities in one or more series pursuant to an indenture supplemental to
the subordinated indenture or a resolution of our board of directors or a
committee of our board of directors and set forth in an officer's certificate.
You should refer to the applicable prospectus supplement for the specific
terms of the junior subordinated debt securities. These may include:
- the designation, priority, aggregate principal amount and authorized
denominations;
- the percentage of their principal amount at which the junior subordinated
debt securities will be issued;
- the maturity date;
- the interest rate(s) or the method of determining these interest rate(s);
- the date(s) on which interest will be payable;
- the circumstances in which interest may be deferred, if any;
- the place or places where we may make payments on the junior subordinated
debt securities;
- the redemption terms or sinking fund provisions;
- the terms of subordination of junior subordinated debt securities;
- whether we will issue the junior subordinated debt securities in the form
of a global security delivered to a depositary and recorded in a
book-entry system maintained by such depositary or a certificate
delivered to you;
- the restrictions, if any, applicable to the exchange of junior
subordinated debt securities of a series of one form for another of such
series and to the offer, sale and delivery of the junior subordinated
debt securities;
- whether and under what circumstances we will pay additional amounts in
the event of developments with respect to United States withholding tax
or information reporting laws; or
- other specific terms.
We may issue junior subordinated debt securities at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. We may describe United
States Federal income tax consequences and special considerations relating to
any junior subordinated debt securities in the applicable prospectus supplement.
SUBORDINATED INDENTURE EVENTS OF DEFAULT
Under the terms of the subordinated indenture, each of the following
constitutes an event of default for a series of junior subordinated debt
securities:
- failure for 30 days to pay any interest on the series of the junior
subordinated debt securities when due, subject to the deferral of any due
date in the case of an extension period;
- failure to pay any principal or premium, if any, on the series of junior
subordinated debt securities when due including at maturity, upon
redemption or by declaration;
- failure to observe or perform in any material respect specified other
covenants contained in the subordinated indenture for 90 days after
written notice from the subordinated indenture trustee or the holders of
at least 25% in principal amount of the relevant series of outstanding
junior subordinated debt securities;
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- our bankruptcy, insolvency or reorganization;
- if the junior subordinated debt securities are issued to a trust, the
dissolution of the trust; or
- any other event of default with respect to junior subordinated debt
securities of that series.
We are required to furnish the subordinated indenture trustee annually a
certificate of compliance. The subordinated indenture provides that the
subordinated indenture trustee may withhold notice to the holders of the junior
subordinated debt securities of any default, except in respect of the payment of
principal or interest on the junior subordinated debt securities, if it
considers it in the interest of the holders to do so.
If an event of default exists, the subordinated indenture trustee or the
holders of not less than 25% in principal amount of a series of junior
subordinated debt securities may declare the principal amount, or, if the junior
subordinated debt securities are original issue discount securities, the portion
of the principal amount as may be specified in the terms of that series, of the
junior subordinated debt securities of that series to be due and payable
immediately, by a notice in writing to us, and to the subordinated indenture
trustee if given by holders. Upon that declaration the principal will become
immediately due and payable. However, at any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money has been obtained, the holders of a majority in principal amount of
outstanding junior subordinated debt securities may, subject to conditions
specified in the subordinated indenture, rescind and annul that declaration.
Subject to the provisions of the subordinated indenture relating to the
duties of the subordinated indenture trustee, the subordinated indenture trustee
will be under no obligation to exercise any of its rights or powers under the
subordinated indenture at the request, order or direction of any of the holders,
unless they have offered to the subordinated indenture trustee reasonable
security or indemnity. Subject to the provisions of the security or
indemnification of the subordinated indenture trustee, the holders of a majority
in principal amount of a series of outstanding junior subordinated debt
securities have the right to direct the time, method and place of conducting and
proceeding for and remedy available to the subordinated indenture trustee, or
exercising any trust or power conferred on the subordinated indenture trustee in
connection with the junior subordinated debt securities of that series.
No holder of any junior subordinated debt security of any series will have
any right to institute any proceeding in connection with the subordinated
indenture or for any remedy under the subordinated indenture, unless the holder
has previously given to the subordinated indenture trustee written notice of a
continuing event of default with respect to junior subordinated debt securities
of that series. In addition, the holders of at least 25% in principal amount of
the outstanding junior subordinated debt securities of that series must have
made written request, and offered reasonable indemnity, to the subordinated
indenture trustee to institute that proceeding as subordinated indenture
trustee, and, within 90 days following the receipt of that notice, the
subordinated indenture trustee must not have received from the holders of a
majority in principal amount of the outstanding junior subordinated debt
securities of that series a direction inconsistent with that request, and must
have failed to institute that proceeding. However, the holder of any junior
subordinated debt security will have an absolute right to receive payment of the
principal of and premium, if any, and interest on that junior subordinated debt
security on or after the due dates expressed in the junior subordinated debt
security and to institute a suit for the enforcement of any such payment. Each
holder of preferred securities of a trust will, during the continuance of a
default in the payment of interest when due, subject to our right to defer
payment, have the right to bring suit directly against us for the enforcement of
payment in an amount equal to the aggregate liquidation amount of preferred
securities of that holder.
CONVERSION OR EXCHANGE
We may convert or exchange the junior subordinated debt securities of any
series into other securities or property of Hartford Life. If we do so, we will
describe the specific terms on which the junior subordinated debt securities may
be converted or exchanged in the applicable prospectus supplement. The
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conversion or exchange may be mandatory or at your or our option. The number of
shares of preferred securities or other securities or amount of other property
that the holders of junior subordinated debt securities will receive would be
calculated as of a time and in the manner stated in the applicable prospectus
supplement.
DESCRIPTION OF PREFERRED SECURITIES
Each trust's preferred securities will represent preferred undivided
beneficial interests in the assets of the related trust. As a holder of trust
preferred securities, you will be entitled to a preference with respect to
distributions and amounts payable on redemption or liquidation over the common
securities of the trust, as well as other benefits as described in the
declaration.
The following description of the terms of the form of declaration is a
summary. It summarizes only those portions of the form of declaration which we
believe will be most important to your decision to invest in the preferred
securities. You should keep in mind, however, that it is the declaration, and
not the summary, which defines your rights as a holder. There may be other
provisions in the declaration which are also important to you. You should read
the form of declaration itself for a full description of the terms of the
preferred securities. The form of declaration is filed as an exhibit to the
Registration Statement that includes this prospectus. See "Where You Can Find
More Information" for information on how to obtain a copy of the declaration.
Each trust may issue, from time to time, only one series of preferred
securities having the terms including distributions, redemption, voting,
liquidation rights or such restrictions as will be described in the applicable
prospectus supplement. The declaration will be qualified as an indenture under
the Trust Indenture Act. The institutional trustee, an independent trustee, will
act as indenture trustee for the preferred securities for purposes of compliance
with the provisions of the Trust Indenture Act.
The terms of the preferred securities, including distributions, redemption,
voting, liquidation rights and other preferred, deferred and other special
rights or restrictions will be described in the declaration or made part of the
declaration by the Trust Indenture Act. The preferred securities will have the
same terms as the corresponding junior subordinated debt securities issued to
the related trust as described in the applicable prospectus supplement. The
applicable prospectus supplement will describe the specific terms of the
preferred securities, including:
- the distinctive designation,
- the number of preferred securities issued by the related trust,
- the annual distribution rate, or method of determining such rate, and the
date or dates upon which distributions will be payable, provided,
however, that distributions will, subject to any deferral provisions, and
any provisions for payment of defaulted distributions, be payable on a
quarterly basis,
- any right of a trust to defer quarterly distributions as a result of the
exercise by us of our interest deferral right on the corresponding junior
subordinated debt securities of the trust,
- whether distributions on preferred securities will be cumulative, and the
date or dates or method of determining the date or dates from which
distributions of preferred securities will be cumulative,
- the amount or amounts which will be paid out of the assets of the trust
to you upon voluntary or involuntary dissolution, winding-up or
termination of the trust,
- the obligation, or option, if any, of the trust to purchase or redeem
preferred securities issued by it and the price or prices at which, the
period or periods within which and the terms and conditions upon which
these preferred securities will be purchased or redeemed, in whole or in
part,
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- the voting rights, if any, of the preferred securities in addition to
those required by law, including the number of votes per preferred
security and any requirement for your approval, as a condition to
specified action or amendments to the declaration,
- the terms, if any, upon which you can receive distribution of
corresponding junior subordinated debt securities of Hartford Life held
by the trust, and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred securities issued by the trust consistent with
the declaration or with applicable law.
We will guarantee all preferred securities offered by this prospectus to
the extent described below under "Description of Guarantee". We may describe the
United States federal income tax considerations relating to any offering of
preferred securities in the applicable prospectus supplement.
In connection with the issuance of preferred securities, each trust will
issue one series of common securities. The terms of the common securities will
be substantially identical to the terms of the preferred securities issued by
the trust. The common securities of a trust will rank on a parity with and
payments will be made pro rata with the preferred securities of the trust,
except that if an event of default under a declaration then exists, our rights
as holder of the common securities to payment of distributions and payments upon
liquidation or redemption will be subordinated to your rights as a holder of the
preferred securities of the trust. Except in limited circumstances, the common
securities will also carry the right to vote and to appoint, remove or replace
any of the trustees. We will own, directly or indirectly, all of the common
securities.
If an event of default with respect to the declaration occurs, then you as
the holder of preferred securities of the related trust would rely on the
enforcement against us by the institutional trustee of its rights as a holder of
the corresponding junior subordinated debt securities. In addition, the holders
of a majority in liquidation amount of the preferred securities will have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the institutional trustee or to direct the exercise of any
trust or power conferred upon the institutional trustee under the declaration,
including the right to direct the institutional trustee to exercise the remedies
available to it as a holder of the corresponding junior subordinated debt
securities. If the institutional trustee fails to enforce its rights under the
corresponding junior subordinated debt securities, you as a holder of preferred
securities may directly institute a legal proceeding against us to enforce the
institutional trustee's rights under the corresponding junior subordinated debt
securities without first instituting any legal proceeding against the
institutional trustee or any other person or entity. If an event of default is
attributable to our failure to pay interest or principal on the corresponding
junior subordinated debt securities on the date the interest or principal is
otherwise payable, or in the case of redemption, on the redemption date, you as
a holder of preferred securities may also directly institute a proceeding
against us, which we refer to in this prospectus as a "direct action", for
enforcement of payment to you of the principal of or interest on the
corresponding junior subordinated debt securities having a principal amount
equal to the aggregate liquidation amount of your related preferred securities
without first:
- directing the institutional trustee to enforce the terms of the
corresponding junior subordinated debt securities, or
- instituting a legal proceeding against us to enforce the institutional
trustee's rights under the corresponding junior subordinated debt
securities.
In connection with a direct action, we will be subrogated to your rights as
holder of preferred securities under the declaration to the extent of any
payment we make to you in the direct action. Consequently, we will be entitled
to payments of amounts that you as a holder of preferred securities receive in
respect of an unpaid distribution that resulted in the bringing of a direct
action, to the extent that you receive or have already received full payment
with respect to the unpaid distribution from the trust. You will not be able to
exercise directly any other remedy available to the holders of the corresponding
junior subordinated debt securities.
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DESCRIPTION OF GUARANTEE
Below is a summary of information concerning the guarantee that we will
execute and deliver for your benefit, as a holder of the preferred securities.
The guarantee will be qualified as an indenture under the Trust Indenture Act.
Wilmington Trust Company will act as indenture trustee under the guarantee. The
terms of the guarantee will be those set forth in the guarantee and those made
part of the guarantee by the Trust Indenture Act. The following summarizes only
those portions of the guarantee which we believe will be most important to your
decision to invest in the preferred securities. You should keep in mind,
however, that it is the guarantee and not the summary which defines your rights.
There may be other provisions in the guarantee which are also important to you.
You should read the guarantee itself for a full description of its terms. The
guarantee is filed as an exhibit to the Registration Statement that includes
this prospectus. See "Where You Can Find More Information" for information on
how to obtain a copy of the guarantee. When we refer in this summary to
preferred securities, we mean the preferred securities issued by a trust to
which the guarantee relates. The guarantee will be held by the guarantee trustee
for the benefit of the holders of the preferred securities.
GENERAL TERMS OF THE GUARANTEE
We will irrevocably agree to pay in full on a subordinated basis, to the
extent described below, the guarantee payments, as defined below, to you, as and
when due, regardless of any defense, right of set-off or counterclaim that the
trust may have or assert other than the defense of payment.
The following payments, which we refer to in this prospectus as the
"guarantee payments," to the extent not paid by or on behalf of the related
trust, will be subject to the guarantee:
- any accumulated and unpaid distributions required to be paid to you on
the related preferred securities, to the extent that the trust has funds
available for the payments,
- the redemption price for any preferred securities called for redemption,
to the extent that the trust has funds available for the payments, or
- upon a voluntary or involuntary dissolution, winding up or liquidation of
the trust, unless the corresponding junior subordinated debentures are
distributed to you, the lesser of:
- the liquidation distribution, and
- the amount of assets of the trust remaining available for distribution
to you.
Our obligation to make a guarantee payment may be satisfied by us directly
paying to you the required amounts or by causing the trust to pay the amounts to
you.
The guarantee will be an irrevocable guarantee on a subordinated basis of
the related trust obligations under the preferred securities, but will apply
only to the extent that the related trust has funds sufficient to make the
payments. It is not a guarantee of collection.
If we do not make interest payments on the corresponding junior
subordinated debentures held by the trust, we expect that the trust will not pay
distributions on the preferred securities and will not have funds legally
available for those payments. See "Description of Junior Subordinated Debt
Securities and Corresponding Junior Subordinated Debt Securities."
The guarantee, when taken together with our obligations under the
corresponding junior subordinated debt securities, the subordinated indenture
and the declaration, including our obligations to pay costs, expenses, debts and
liabilities of the related trust, will provide a full and unconditional
guarantee on a subordinated basis by us of payments due on the preferred
securities.
We have also agreed to guarantee the obligations of each trust with respect
to the common securities issued by the trust, which we refer to in this
prospectus as the "common guarantee", to the same extent as the guarantee,
except that, if an event of default under the subordinated indenture with
respect to the related corresponding junior subordinated debt securities has
occurred, you as holder of preferred securities
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under the guarantee shall have priority over holders of the common securities
under the common guarantee with respect to distributions and payments on
liquidation, redemption or otherwise.
COVENANTS OF HARTFORD LIFE
In the guarantee, we will covenant that, so long as any preferred
securities remain outstanding, if there shall have occurred any event that would
constitute an event of default under the guarantee or the declaration, then:
- we will not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of our capital stock or make any guarantee payment
with respect to our capital stock, other than
- repurchases, redemptions or other acquisitions of shares of our capital
stock in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers,
directors or consultants,
- as a result of an exchange or conversion of any class or series of our
capital stock for any other class or series of our capital stock, or
- the purchase of fractional interests in shares of our capital stock, and
- we will not make any payment of interest on, or principal of, or premium,
if any, on, or repay, repurchase or redeem, any debt securities which we
have issued which rank equally with or junior to the corresponding junior
subordinated debt securities or make any guarantee payment with respect
to these debt securities.
The guarantee, however, will exclude from the above any stock dividends we
may pay where the dividend stock is the same stock as that on which the dividend
is being paid.
MODIFICATION OF GUARANTEE; ASSIGNMENT
We may not amend the guarantee without the prior approval of the holders of
not less than a majority of the aggregate liquidation amount of outstanding
preferred securities, except for any changes which do not materially adversely
affect the rights of the holders of the preferred securities, in which case no
vote will be required. The manner of obtaining any approval will be as set forth
in an accompanying prospectus supplement. All guarantees and agreements
contained in the guarantee will bind our successors, assignees, receivers,
trustees and representatives and will inure to the benefit of the holders of the
related preferred securities then outstanding.
EVENTS OF DEFAULT
An event of default under the guarantee will occur when we fail to perform
any of our payment or other obligations under the guarantee. The holders of a
majority in aggregate liquidation amount of the related preferred securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the guarantee trustee under the guarantee or to
direct the exercise of any trust or power conferred upon the guarantee trustee
under the guarantee. If the guarantee trustee fails to enforce its rights under
the guarantee, you may directly institute a legal proceeding against us to
enforce the guarantee trustee's rights under the guarantee without first
instituting a legal proceeding against the trusts, the guarantee trustee or any
other person or entity. You may also directly institute a legal proceeding
against us to enforce your right to receive payment under the guarantee without
first directing the guarantee trustee to enforce the terms of the guarantee or
instituting a legal proceeding against the related trust or any other person or
entity.
We, as guarantor, are required to provide annually to the guarantee trustee
a statement as to our performance of our obligations under the related guarantee
and as to any default in our performance.
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TERMINATION OF THE GUARANTEE
The guarantee will terminate and be of no further force and effect:
- upon full payment of the redemption price of the related preferred
securities,
- upon full payment of the amounts payable upon liquidation of the related
trust, or
- upon distribution of corresponding junior subordinated debentures to the
holder of the preferred securities.
The guarantee will continue to be effective or will be reinstated, if at
any time you must restore payment of any sums paid under such preferred
securities or the guarantee.
STATUS OF THE GUARANTEE
The guarantee will constitute an unsecured obligation of Hartford Life and
will rank:
- subordinate and junior in right of payment to all of our other
liabilities, including our senior indebtedness,
- equally with the most senior preferred or preference stock which we may
issue now or later and with any guarantee we may give now or later in
respect of any preferred or preference stock of any of our subsidiaries,
and
- senior to our common stock.
The terms of the related preferred securities provide that you, by
accepting the preferred securities, agree to the subordination provisions and
other terms of the related guarantee.
The guarantee is a guarantee of payment and not of collection; that is, the
guaranteed party may institute a legal proceeding directly against us to enforce
its rights under the guarantee without instituting a legal proceeding against
any other person or entity.
GOVERNING LAW
The guarantee will be governed by and construed in accordance with the laws
of the State of New York.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, unless a default by us in the performance of the
guarantee then exists, is required to perform only those duties that are
specifically set forth in the guarantee. After a default with respect to the
guarantee, the guarantee trustee will exercise the same degree of care as a
prudent individual would exercise in the conduct of his or her own affairs.
However, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by a guarantee at your request unless you offer reasonable
indemnity against the costs, expenses and liabilities that it might incur.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus through agents,
underwriters, dealers or directly to purchasers.
Agents who we designate may solicit offers to purchase the securities.
- We will name any agent involved in offering or selling securities, and
any commissions that we will pay to the agent, in our prospectus
supplement.
- Unless we indicate otherwise in our prospectus supplement, our agents
will act on a best efforts basis for the period of their appointment.
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- Our agents may be deemed to be underwriters under the Securities Act of
1933 of any of the securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
- If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of the securities.
- We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers
will receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell the
securities.
We may use a dealer to sell the securities.
- If we use a dealer, we, as principal, will sell the securities to the
dealer.
- The dealer will then sell the securities to the public at varying prices
that the dealer will determine at the time it sells our securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
We may solicit directly offers to purchase the securities, and we may
directly sell the securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the Securities Act. Our agents,
underwriters and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of
business.
We may authorize our agents and underwriters to solicit offers by
institutions to purchase the securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we describe in the prospectus supplement.
- We will describe in our prospectus supplement the commission that
underwriters and agents soliciting purchases of the securities under
delayed contracts will be entitled to receive.
LEGAL OPINIONS
Unless we state otherwise in the applicable prospectus supplement, the
validity of any securities offered by this prospectus will be passed upon for us
by C. Michael O'Halloran, our Vice President, and for the trusts by Richards,
Layton & Finger, special Delaware counsel to the trusts, and for any
underwriters or agents by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The audited consolidated financial statements and financial statement
schedules of Hartford Life, Inc. and subsidiaries incorporated by reference in
this prospectus and in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein and in the
Registration Statement in reliance upon the authority of said firm as experts in
giving said report.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission. The Registration Statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the Securities and Exchange Commission allow us to omit some
of the information about Hartford Life, Inc. In addition, we file reports, proxy
statements and other information with the Securities and Exchange Commission.
This information may be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at:
- Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549;
- 7 World Trade Center, 13th Floor, Suite 1300, New York New York 10048;
and
- Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60611.
COPIES OF THIS MATERIAL MAY BE OBTAINED AT PRESCRIBED RATES FROM THE SECURITIES
AND EXCHANGE COMMISSION AT ROOM 1024, 450 FIFTH STREET, N.W., JUDICIARY PLAZA,
WASHINGTON, D.C. 20549. THE MATERIAL MAY ALSO BE ACCESSED ELECTRONICALLY BY
MEANS OF THE SECURITIES AND EXCHANGE COMMISSION'S HOME PAGE ON THE INTERNET AT
HTTP://WWW.SEC.GOV.
INCORPORATION BY REFERENCE
The rules of the Securities and Exchange Commission allow us to incorporate
by reference information into this prospectus. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Securities and Exchange Commission will automatically update
and supercede this information. This prospectus incorporates by reference the
documents listed below.
- Our Annual Report on Form 10-K for the year ended December 31, 2000.
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
- Our Current Reports on Form 8-K filed on March 23, 2001 and April 5,
2001.
- All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated by reference in this prospectus, other than certain exhibits to
those documents. You should direct requests for those documents to Hartford
Life, Inc., 200 Hopmeadow Street, Simsbury, Connecticut 06089, Attention:
Secretary (Telephone: 860-547-5000).
------------------------
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by Hartford Life, Inc., or any
underwriter, agent or dealer. Neither the delivery of this prospectus nor any
sale made hereunder shall under any circumstances create any implication that
there has been no change in the affairs of Hartford Life, Inc. since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to the date of such information. This
prospectus does not constitute an offer to sell or a solicitation of any offer
to buy any securities by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by Hartford
Life in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission filing fee, all
amounts shown are estimates.
Securities and Exchange Commission filing fee............... $212,500
Fees and expenses of Trustees............................... 15,000
Printing and engraving expenses............................. 14,000
Accountant's fees and expenses.............................. 5,500
Legal fees and expenses..................................... 250,000
Miscellaneous expenses...................................... 3,000
--------
Total............................................. $500,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who were not parties to such
action, suit or proceeding even though less than a quorum, or (2) if there
are no such directors, or, if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
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(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article 4 of Hartford Life's Restated By-laws provides in terms similar to
those of Section 145 of the Delaware General Corporation Law that Hartford Life
shall have the power and shall be required to indemnify its officers and
directors in accordance with such law.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article SIXTH of Hartford Life's Restated Certificate of Incorporation states
that:
To the fullest extent permitted by applicable law as then in effect,
no director or officer shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director
or officer, except for liability (a) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, (d) for any transaction from which the director derived an
improper personal benefit or (e) for any act or omission occurring prior to
the effective date of this ARTICLE SIXTH. Any repeal or modification of
this ARTICLE SIXTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
Section 10.4 of the Amended and Restated Declaration of Trust provides that
Hartford Life will indemnify the Trustees as follows:
(a) (i) To the full extent permitted by law, any Company Indemnified
Person (as defined in the Amended and Restated Declaration of Trust) who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Trust) by reason of the fact that he is or was a Company Indemnified
Person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(ii) To the full extent permitted by law, any Company Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor by reason of the fact that he is
or was a Company Indemnified Person against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery or
such other court shall deem proper.
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(iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
claim, issue or matter therein, he shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(iv) Any indemnification under paragraphs (i) and (ii) of this Section
10.4(a) (unless ordered by a court) shall be made by the Debenture Issuer
only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct set
forth in paragraphs (i) and (ii). Such determination shall be made (1) by
the Regular Trustees by a majority vote of a quorum consisting of such
Regular Trustees who were not parties to such action, suit or proceeding,
(2) if such a quorum is not obtainable, or, even if obtainable, if a quorum
of disinterested Regular Trustees so directs, by independent legal counsel
in a written opinion, or (3) by the Common Security Holder of the Trust.
(v) Expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Company Indemnified
Person to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Debenture Issuer as authorized in
this Section 10.4(a). Notwithstanding the foregoing, no advance shall be
made by the Debenture Issuer if a determination is reasonably and promptly
made (i) by the Regular Trustees by a majority vote of a quorum of
disinterested Regular Trustees, (ii) if such a quorum is not obtainable,
or, even if obtainable, if a quorum of disinterested Regular Trustees so
directs, by independent legal counsel in a written opinion or (iii) the
Common Security Holder of the Trust, that, based upon the facts known to
the Regular Trustees, counsel or the Common Security Holder at the time
such determination is made, such Company Indemnified Person acted in bad
faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the Trust, or, with respect to any
criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Regular Trustees, independent legal
counsel or Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or Preferred
Security Holders.
(vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not
be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Debenture
Issuer or Preferred Security Holders of the Trust or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. All rights to indemnification under this Section
10.4(a) shall be deemed to be provided by a contract between the Debenture
Issuer and each Company Indemnified Person who serves in such capacity at
any time while this Section 10.4(a) is in effect. Any repeal or
modification of this Section 10.4(a) shall not affect any rights or
obligations then existing.
(vii) The Debenture Issuer may purchase and maintain insurance on
behalf of any person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Debenture Issuer
would have the power to indemnify him against such liability under the
provisions of this Section 10.4(a).
(viii) For purposes of this Section 10.4(a), references to "the Trust"
shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was
serving at the request of such constituent entity as a
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director, trustee, officer, employee or agent of another entity, shall
stand in the same position under the provisions of this Section 10.4(a)
with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.
(ix) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(b) The (i) Institutional Trustee, (ii) the Delaware Trustee, (iii)
any Affiliate of the Institutional Trustee and the Delaware Trustee, and
(iv) any officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Institutional
Trustee and the Delaware Trustee (each of the Persons in (i) through (iv)
being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration or the trust or
trusts hereunder, including the costs and expenses (including reasonable
legal fees and expenses) of defending itself against or investigating any
claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in
this Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration and the termination of the Trust.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1 Proposed form of Underwriting Agreement.*
4.1 Restated Certificate of Incorporation of Hartford Life, Inc.
(incorporated by reference to Exhibit 4.01 to Hartford
Life's Form 10-Q for the quarter ended March 31, 2001).
4.1(a) Certificate of Amendment of Restated Certificate of
Incorporation of Hartford Life, Inc. (incorporated by
reference to Exhibit 3.01 to Hartford Life's Form 10-Q for
the quarter ended March 31, 2001).
4.2 Amended and Restated By-Laws of Hartford Life, Inc.
effective June 27, 2000 (incorporated by reference to
Exhibit 3.02 to Hartford Life's Form 10-Q for the quarter
ended June 30, 2000).
4.3 Senior Indenture, dated as of May 19, 1997, between Hartford
Life and Citibank, N.A., as Trustee (incorporated by
reference to Hartford Life's Registration Statement on Form
S-3 (Registration No. 333-21865)).
4.4 Subordinated Indenture, between Hartford Life, Inc. and
Wilmington Trust Company, as trustee, dated as of June 1,
1998 (incorporated by reference to Exhibit 4.03 to Hartford
Life's Form 10-K for the year ended December 31, 1998).
4.5 Form of Depositary Receipt.*
4.6 Form of Deposit Agreement.*
4.7 Form of Warrant Agreement.*
4.8 Form of Purchase Contract Agreement.*
4.9 Form of Pledge Agreement.*
4.10 Certificate of Trust of Hartford Life Capital III
(incorporated by reference to Exhibit 4.14 to the
Registration Statement on Form S-3 (Registration No.
333-56283) of Hartford Life, Hartford Life Capital I,
Hartford Life Capital II and Hartford Life Capital III).
4.11 Declaration of Trust of Hartford Life Capital III
(incorporated by reference to Exhibit 4.15 to the
Registration Statement on Form S-3 (Registration No.
333-56283) of Hartford Life, Hartford Life Capital I,
Hartford Life Capital II and Hartford Life Capital III)
4.12 Certificate of Trust of Hartford Life Capital IV.
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.13 Declaration of Trust of Hartford Life Capital IV.
4.14 Certificate of Trust of Hartford Life Capital V.
4.15 Declaration of Trust of Hartford Life Capital V.
4.16 Form of Amended and Restated Declaration of Trust for
Hartford Life Capital III (incorporated by reference to
Exhibit 4.22 to the Registration Statement on Form S-3
(Registration No. 333-56283) of Hartford Life, Hartford Life
Capital I, Hartford Life Capital II and Hartford Life
Capital III).
4.17 Form of Preferred Security Certificate for Hartford Life
Capital III (included as Exhibit A-1 to Exhibit 4.16).
4.18 Form of Guarantee Agreement in respect of Hartford Life
Capital III (incorporated by reference to Exhibit 4.24 to
the Registration Statement on Form S-3 (Registration No.
333-56283) of Hartford Life, Hartford Life Capital I,
Hartford Life Capital II and Hartford Life Capital III).
4.19 Form of Amended and Restated Declaration of Trust for
Hartford Life Capital IV.
4.20 Form of Preferred Security Certificate for Hartford Life
Capital IV (included as Exhibit A-1 to Exhibit 4.19).
4.21 Form of Guarantee Agreement in respect of Hartford Life
Capital IV.
4.22 Form of Amended and Restated Declaration of Trust for
Hartford Life Capital V.
4.23 Form of Preferred Security Certificate for Hartford Life
Capital V (included as Exhibit A-1 to Exhibit 4.22).
4.24 Form of Guarantee Agreement in respect of Hartford Life
Capital V.
5.1 Opinion of C. Michael O'Halloran, Esq.
5.2 Opinion of Richards, Layton & Finger P.A., special Delaware
counsel, relating to the validity of the Preferred
Securities of Hartford Life Capital III.
5.3 Opinion of Richards, Layton & Finger P.A., special Delaware
counsel, relating to the validity of the Preferred
Securities of Hartford Life Capital IV.
5.4 Opinion of Richards, Layton & Finger P.A., special Delaware
counsel, relating to the validity of the Preferred
Securities of Hartford Life Capital V.
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges (incorporated by reference from Hartford Life's
Annual Report on Form 10-K for the year ended December 31,
2000).
23.1 Consent of C. Michael O'Halloran, Esq. (included in Exhibit
5.1).
23.2 Consent of Richards, Layton & Finger P.A., special Delaware
counsel (included in Exhibits 5.2, 5.3 and 5.4).
23.3 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature pages).
25.1 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Citibank, N.A., as
Trustee for the Senior Indenture (incorporated by reference
to Hartford Life's Registration Statement on Form S-3
(Registration No. 333-21865)).
25.2 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Trustee for the Subordinated Indenture (incorporated by
reference to Exhibit 25.2 to the Registration Statement on
Form S-3 (Registration No. 333-56283) of Hartford Life,
Hartford Life Capital I, Hartford Life Capital II and
Hartford Life Capital III).
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
25.3 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Institutional Trustee for the Amended and Restated
Declaration of Trust of Hartford Life Capital III
(incorporated by reference to Exhibit 25.7 to the
Registration Statement on Form S-3 (Registration No.
333-56283) of Hartford Life, Hartford Life Capital I,
Hartford Life Capital II and Hartford Life Capital III).
25.4 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Guarantee Trustee for the Guarantee for Hartford Life
Capital III (incorporated by reference to Exhibit 25.8 to
the Registration Statement on Form S-3 (Registration No.
333-56283) of Hartford Life, Hartford Life Capital I,
Hartford Life Capital II and Hartford Life Capital III).
25.5 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Institutional Trustee for the Amended and Restated
Declaration of Trust of Hartford Life Capital IV.
25.6 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Guarantee Trustee for the Guarantee for Hartford Life
Capital IV.
25.7 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Institutional Trustee for the Amended and Restated
Declaration of Trust of Hartford Life Capital V.
25.8 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Wilmington Trust Company,
as Guarantee Trustee for the Guarantee for Hartford Life
Capital V.
- ---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering.
Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by such registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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40
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
Each undersigned registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Acceleration of Effectiveness.
Insofar as indemnifications for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person, if any, of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) Rule 430A Offering.
Each undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) of
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Equity Offerings of nonreporting registrants.
Each undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
(f) Qualification of Trust Indentures for Delayed Offerings.
Each undersigned registrant hereby undertakes to file an application for
the purpose of determining eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hartford Life, Inc. (i) certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and (ii) has duly caused
this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 15th
day of May, 2001.
HARTFORD LIFE, INC.
By: /s/ LOWNDES A. SMITH
------------------------------------
Lowndes A. Smith
Chief Executive Officer, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David T. Foy, C. Michael O'Halloran and Neal S.
Wolin his true and lawful attorney-in-fact and agent, acting alone, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any or all amendments (including,
without limitation, post-effective amendments and any subsequent registration
statements pursuant to Rule 462(b) under the Securities Act of 1993, as amended)
to this Registration Statement on Form S-3, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and reform each and every act and thing
requisite or necessary to be done in and about the premises, as person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RAMANI AYER Chairman and Director May 15, 2001
- ---------------------------------------------------
Ramani Ayer
/s/ LOWNDES A. SMITH Chief Executive May 15, 2001
- --------------------------------------------------- Officer, President
Lowndes A. Smith and Director
/s/ DAVID T. FOY Senior Vice President, May 15, 2001
- --------------------------------------------------- Chief Financial
David T. Foy Officer and Treasurer
/s/ MARY JANE FORTIN Vice President and May 15, 2001
- --------------------------------------------------- Chief Accounting
Mary Jane Fortin Officer
/s/ THOMAS M. MARRA Director May 15, 2001
- ---------------------------------------------------
Thomas M. Marra
/s/ DAVID K. ZWIENER Director May 15, 2001
- ---------------------------------------------------
David K. Zwiener
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford Life
Capital III (i) certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and (ii) has duly caused
this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 15th
day of May, 2001.
HARTFORD LIFE CAPITAL III
By HARTFORD LIFE, INC., as Sponsor
By /s/ DAVID T. FOY
------------------------------------
Name: David T. Foy
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford Life
Capital IV (i) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and (ii) has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 15th
day of May, 2001.
HARTFORD LIFE CAPITAL IV
By HARTFORD LIFE, INC., as Sponsor
By /s/ DAVID T. FOY
------------------------------------
Name: David T. Foy
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Hartford Life
Capital V (i) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and (ii) has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut, on this 15th
day of May, 2001.
HARTFORD LIFE CAPITAL V
By HARTFORD LIFE, INC., as Sponsor
By /s/ DAVID T. FOY
------------------------------------
Name: David T. Foy
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
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