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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
MAY 18, 2000
Date of Report (Date of earliest event reported)
HARTFORD LIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-12749 06-1470915
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(State or other (Commission File Number) (IRS Employer Identification
jurisdiction of Number)
incorporation)
200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06089
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(Address of principal executive offices) (Zip Code)
(860) 525-8555
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(Registrant's telephone number, including area code)
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Hartford Life, Inc.
Current Report on Form 8-K
Item 5. Other Events.
On May 18, 2000, Hartford Life, Inc. (the "Company") issued a
press release announcing that its Board of Directors approved a cash tender
offer by Hartford Fire Insurance Company, a wholly owned subsidiary of The
Hartford Financial Services Group, Inc., for all of the publicly-held
shares of the Company's Class A Common Stock at a price of $50.50 per
share. Any shares of the Company's Class A Common Stock not purchased in
the tender offer would be acquired by The Hartford Financial Services
Group, Inc. in a subsequent merger transaction at the same $50.50 per share
cash price. A copy of the press release is attached hereto as Exhibit 99.01
and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99.01 Press Release of Hartford Life,
Inc. dated May 18, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 18, 2000
HARTFORD LIFE, INC.
By: /s/ Lynda Godkin
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Name: Lynda Godkin
Title: Senior Vice President and
General Counsel
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Exhibit 99.01
HARTFORD LIFE, INC. [LOGO]
HARTFORD LIFE ANNOUNCES AGREEMENT WITH
THE HARTFORD TO PURCHASE OUTSTANDING SHARES
The Hartford Agrees to Pay Shareholders $50.50 Per Share
SIMSBURY, Conn.--Hartford Life Inc. (NYSE: HLI) today announced
that The Hartford Financial Services Group Inc. (NYSE: HIG) has agreed to
make a cash tender offer for all the publicly held shares of Hartford Life
Class A Common Stock at a price of $50.50 per share.
The Hartford currently owns approximately 81.5 percent of the
outstanding shares of common stock of Hartford Life. Approximately 26 million
shares of Hartford Life's Class A Common Stock are owned by the public.
Any shares of Hartford Life Class A Common Stock not purchased in
the tender offer would be acquired by The Hartford in a subsequent merger
transaction at the same $50.50 per share cash price.
A special committee of independent directors of the Hartford Life
board reviewed and recommended approval of the offer by the full board of
directors. Hartford Life board members Robert E. Patricelli and Gail Deegan
served as the special committee.
The committee's recommendation and the board's approval are based
on a number of factors, including the opinion of Salomon Smith Barney Inc.,
the financial advisor to the special committee, that the $50.50 per share
consideration is fair from a financial point of view to Hartford Life's
public stockholders. The special committee's legal advisor for the
transaction is Willkie Farr & Gallagher.
The tender offer will commence shortly and will be made only by
an offer to purchase and other offering documents, copies of which will be
filed with the Securities and Exchange Commission and mailed to Hartford
Life stockholders.
The Hartford Life board of directors also declared a quarterly
dividend of 10 cents ($0.10) per share, payable July 3, 2000, to shareholders
of record at the close of business June 1, 2000.
Hartford Life Inc., the nation's third largest life insurance
group based on statutory assets, offers through its subsidiaries a
comprehensive portfolio of fixed and variable annuities, life insurance,
mutual funds, employee benefits and group retirement plans. The Hartford
Financial Services Group Inc. is one of the nation's largest insurance and
financial services operations with 1999 revenues of $13.5 billion.
Investors and stockholders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement
regarding the tender offer referred to in this press release when they
become available, because they will contain important information. The
tender offer statement will be filed by The Hartford with the Securities
and Exchange Commission (SEC), and the solicitation/recommendation
statement will be filed by Hartford Life
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with the SEC. Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed by The Hartford and
Hartford Life at the SEC's web site at http://www.sec.gov. The tender offer
statement and related materials may be obtained for free by directing such
requests to The Hartford Investor Relations at 860-547-2403. The
solicitation/recommendation statement and such other documents may be obtained
for free by directing such requests to Hartford Life Investor Relations at
860-843-7418.
Certain statements made in this release should be considered
forward looking information as defined in the Private Securities Litigation
Reform Act of 1995. Hartford Life cautions investors that any such
forward-looking statements are not guarantees of future performance, and
actual results may differ materially. Investors are directed to consider
the risks and uncertainties in our business that may affect future
performance and that are discussed in readily available documents,
including the company's annual report and other documents filed by Hartford
Life with the SEC. These uncertainties include the possibility of general
economic, business and legislative conditions that are less favorable than
anticipated, changes in interest rates or the stock markets and stronger
than anticipated competitive activity.