<PAGE> 1
- --------------------------------------------------------------------------------
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
------------------------------------
JUNE 24, 1998
------------------
Date of Report
(Date of earliest event reported)
<TABLE>
<S> <C>
HARTFORD LIFE, INC. HARTFORD LIFE CAPITAL I
- ----------------------------------------------------- -----------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in Trust Agreements)
DELAWARE DELAWARE
----------------------------------------------------- ----------------------------------------------------------
(State of incorporation or organization of registrant) (State of incorporation or organization of registrant)
06-1470915 TO BE APPLIED FOR
---------------------------------------- --------------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
C/O LYNDA GODKIN
VICE PRESIDENT & GENERAL COUNSEL
HARTFORD LIFE, INC.
200 HOPMEADOW STREET
SIMSBURY, CT
----------------------------------------------------------
(Address of principal executive offices of each registrant)
06089
------------------
(Zip Code)
(860) 843-7716
---------------------------------------------------
(Registrants' telephone number, including area code)
NONE
----------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
On June 24, 1998, Hartford Life, Inc. and Hartford Life Capital I
entered into an Underwriting Agreement with Salomon Smith Barney, Smith Barney
Inc., A.G. Edwards & Sons, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and PaineWebber Incorporated, a copy of which is attached hereto.
Item 7(c). Exhibits.
Underwriting Agreement, dated June 24, 1998.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HARTFORD LIFE, INC.
July 7, 1998 By: /s/ Lynda Godkin
(Date) Name: Lynda Godkin
Title: Vice President and General Counsel
HARTFORD LIFE CAPITAL I
By: HARTFORD LIFE INC., as Sponsor
July 7, 1998 By: /s/ Lynda Godkin
(Date) Name: Lynda Godkin
Title: Vice President and General Counsel
3
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1.1 Underwriting Agreement, dated June 24, 1998.
4
<PAGE> 1
Exhibit 1.1
HARTFORD LIFE CAPITAL I
(a Delaware Trust)
10,000,000 Securities
7.20% Trust Preferred Securities, Series A ("TruPS"(R))
(Liquidation Amount $25 per Preferred Security)
UNDERWRITING AGREEMENT
June 24, 1998
Salomon Smith Barney
Smith Barney Inc.
A.G. Edwards & Sons, Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Hartford Life Capital I (the "Trust"), a statutory business
trust organized under the Business Trust Act (the "Delaware Act") of the State
of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Sections
3801 et seq.), and Hartford Life, Inc., a Delaware corporation (the "Company"
and, together with the Trust, the "Offerors"), confirm their agreement with
respect to the sale to the Underwriters named in Schedule I hereto (the
"Underwriters") for whom you (the"Representatives") are acting as
representatives of 10,000,000 Preferred Securities designated the 7.20% Trust
Preferred Securities, Series A of the Trust (the "Preferred Securities"). To the
extent there are no additional Underwriters listed on Schedule I other than you,
the term Representatives as used herein shall mean you, as
- --------
(R) "TruPS" is a registered service mark of Salomon Brothers Inc.
<PAGE> 2
Underwriters, and the terms Representatives and Underwriters shall mean either
the singular or plural as the context requires.
The Preferred Securities will be guaranteed by the Company
with respect to distributions and payments upon liquidation, redemption and
otherwise (the "Preferred Securities Guarantee") to the extent set forth in the
Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee
Agreement"), dated as of June 29, 1998, between the Company and Wilmington Trust
Company, as trustee (the "Guarantee Trustee"), and in certain circumstances
described in the Prospectus, the Trust will distribute Subordinated Debt
Securities of the Company to holders of Preferred Securities. The 10,000,000
Preferred Securities to be purchased by the Underwriters, together with the
related Preferred Securities Guarantee, are collectively referred to herein as
the "Securities".
The Company, the Trust, Hartford Life Capital II and Hartford
Life Capital III (collectively, the "Hartford Life Trusts") have filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (File No. 333-56283) covering the registration of securities of the
Company and the Hartford Life Trusts, including the Securities, under the
Securities Act of 1933, as amended (the "Act"), including the related
preliminary prospectus or prospectuses. Any reference herein to the Registration
Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Securities Exchange Act or 1934, as
amended (the "Exchange Act"), on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or the
Prospectus, as the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement, or the issue date of any Preliminary Prospectus or
the Prospectus, as the case may be, deemed to be incorporated therein by
reference. Certain terms used herein are defined in Section 17 hereof.
The Offerors understand that the Underwriters propose to make
a public offering of the Securities as soon as the Representatives deem
advisable after the Declaration (as defined herein), the Subordinated Indenture
(as defined herein), and the Preferred Securities Guarantee Agreement have been
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").
The entire proceeds from the sale of the Preferred Securities will be combined
with the entire proceeds from the sale by the Trust to the Company of its common
securities (the "Common Securities" and, together with the Preferred Securities,
the "Trust Securities"), as guaranteed by the Company, to the extent set forth
in the Prospectus, with respect to distributions and payments upon liquidation
and redemption (the "Common Securities Guarantee" and, together with the
Preferred Securities Guarantee, the "Guarantees") pursuant to the Common
Securities Guarantee Agreement (the "Common Securities Guarantee
2
<PAGE> 3
Agreement" and, together with the Preferred Securities Guarantee Agreement, the
"Guarantee Agreements") between the Company and the Guarantee Trustee, as
Trustee, and will be used by the Trust to purchase $257,732,000 of 7.20% Junior
Subordinated Deferrable Interest Debt Securities, due 2038 (the "Subordinated
Debt Securities") issued by the Company. The Preferred Securities and the Common
Securities will be issued pursuant to the amended and restated declaration of
trust of the Trust (the "Declaration"), among the Company, as Sponsor, Gregory
A. Boyko and Lynda Godkin (the "Regular Trustees"), Wilmington Trust Company, as
institutional trustee (the "Institutional Trustee"), and Delaware trustee (the
"Delaware Trustee" and, together with the Institutional Trustee and the Regular
Trustees, the "Trustees"), and the holders from time to time of undivided
beneficial interests in the assets of the Trust. The Subordinated Debt
Securities will be issued pursuant to a subordinated indenture, dated as of June
1, 1998, between the Company and Wilmington Trust Company, as trustee (the
"Subordinated Indenture Trustee"), (as may be supplemented from time to time,
the "Subordinated Indenture").
1. Representations and Warranties. The Offerors jointly and severally
represent and warrant to, and agree with, each Underwriter as set forth below in
this Section 1.
(a) The Company and the Hartford Life Trusts meet the
requirements for use of Form S-3 under the Act and have prepared and filed with
the Commission a registration statement (file no. 333-56283) on Form S-3,
including the related preliminary prospectus, for the registration under the Act
of the offering and sale of the Securities. The Offerors may have filed one or
more amendments thereto, including a related preliminary prospectus or
prospectuses, each of which has previously been furnished to you. The Offerors
will next file with the Commission one of the following: either (1) prior to the
Effective Date of such registration statement, a further amendment to such
registration statement (including the form of final prospectus), (2) after the
Effective Date of such registration statement, a final prospectus in accordance
with Rules 430A and 424(b), or (3) a final prospectus in accordance with Rules
415 and 424(b). In the case of clause (2), the Offerors have included in such
registration statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules thereunder to be
included in such registration statement and the Prospectus. As filed, such
amendment and form of final prospectus, or such final prospectus, shall contain
all Rule 430A Information, together with all other such required information,
and, except to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and other changes
(beyond that contained in the latest Preliminary Prospectus) as the Offerors
have advised you, prior to the Execution Time, will be included or made therein.
If the Registration Statement contains the undertaking specified by Regulation
S-K Item 512(a), the Registration Statement, at the Execution Time, meets the
requirements set forth in Rule 415(a)(1)(x).
3
<PAGE> 4
(b) On the Effective Date, the Registration Statement did or
will, and when the Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date (as defined herein), the Prospectus (and any
supplements thereto) will, comply in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder; on the Effective Date and at the Execution Time, the Registration
Statement did not or will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, on the Effective Date,
the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date
of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement
date, the Prospectus (together with any supplement thereto) will not, include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Offerors makes no representations or warranties as to the information
contained in or omitted from the Registration Statement, or the Prospectus (or
any supplement thereto) in reliance upon and in conformity with information
furnished herein or in writing to the Offerors by or on behalf of any
Underwriter through the Representatives specifically for inclusion in the
Registration Statement or the Prospectus (or any supplement thereto).
(c) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse change in,
or any adverse development which materially affects, the business, properties,
financial condition or results of operations of the Company and its subsidiaries
taken as a whole from the dates as of which information is given in the
Registration Statement and the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the Prospectus,
there has not been any change in the consolidated capital stock or any material
increase in the consolidated long-term debt of the Company and its subsidiaries
or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, and stockholders equity or results of operations (in each
case considered on either a statutory or U.S. generally accepted accounting
principles ("GAAP") basis) of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus.
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with full corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which its owns or leases properties
or conducts any business so as to require such qualification, except where the
failure to be so qualified in any such jurisdiction would not have, individually
or in the aggregate with such other failures, a material adverse effect on the
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries, considered as a whole; and each of
4
<PAGE> 5
Hartford Life and Accident Insurance Company, a Connecticut corporation,
Hartford Life Insurance Company, a Connecticut corporation, Hartford Life and
Annuity Insurance Company, a Connecticut corporation, American Maturity Life
Insurance Company, a Connecticut corporation, ITT Hartford Life International,
Ltd., a Connecticut corporation, and ITT Hartford International Life Reassurance
Corp., a Connecticut corporation (collectively referred to herein as the
"Significant Subsidiaries" and individually as a "Significant Subsidiary"), has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation with full corporate power
and authority to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified for the transaction of business and is
in good standing as a foreign corporation under the laws of each other
jurisdiction in which its owns or leases properties, or conducts any business,
so as to require such qualification, except where the failure to be so qualified
in any such jurisdiction would not have, individually or in the aggregate with
such other failures, a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole.
(e) The Company has filed all notices, reports, documents or
other information required to be filed by it pursuant to, and have obtained all
authorizations, approvals, orders, consents, licenses, certificates, permits,
registrations or qualifications required to be obtained under, and have
otherwise complied with all requirements of, all applicable insurance laws and
regulations in connection with the issuance and sale of the Securities, except
for such authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations or qualifications which the failure to make, obtain or
comply with would not have, individually or in the aggregate with such other
failures, a material adverse effect on the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries, considered
as a whole, and which will not affect the validity, performance or consummation
of the transactions contemplated by this Agreement with respect to the
Securities.
(f) Each of the Significant Subsidiaries that is an insurance
company is in compliance with the requirements of the insurance laws and
regulations of its jurisdiction of incorporation and the insurance laws and
regulations or other jurisdictions which are applicable to each such Significant
Subsidiary, and has filed all notices, reports, documents or other information
required to be filed thereunder, except where the failure to so comply or file
would not, individually or in the aggregate with other such failures, have a
material adverse effect on the financial position, stockholders equity or
results of operations of the Company and its subsidiaries considered as a whole;
(g) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable; and all of the issued shares of capital stock of each
Significant Subsidiary of the Company have been duly and validly
5
<PAGE> 6
authorized and issued, are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims.
(h) The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Act with the power and
authority to own property and to conduct its business as described in the
Registration Statement and Prospectus and to enter into and perform its
obligations under this Agreement, the Preferred Securities, the Common
Securities and the Declaration; the Trust is duly qualified to transact business
as a foreign company and is in good standing in each jurisdiction in which such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the business or operations
of the Trust; the Trust is not a party to or otherwise bound by any agreement
other than those described in the Prospectus; the Trust is and will, under
current law, be classified for United States federal income tax purposes as a
grantor trust and not as an association taxable as a corporation.
(i) The Common Securities have been duly authorized by the
Declaration and, when issued and delivered by the Trust to the Company against
payment therefor as described in the Registration Statement and Prospectus, will
be validly issued and will represent undivided beneficial interests in the
assets of the Trust and will conform in all material respects to the description
thereof contained in the Prospectus; the issuance of the Common Securities is
not subject to preemptive or other similar rights; and at the Closing Date all
of the issued and outstanding Common Securities of the Trust will be directly
owned by the Company free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equitable right.
(j) This Agreement has been duly authorized, executed and
delivered by each of the Offerors.
(k) The Declaration has been duly authorized by the Company
and, at the Closing Date, will have been duly executed and delivered by the
Company and the Trustees, and assuming due authorization, execution and delivery
of the Declaration by the Institutional Trustee and the Delaware Trustee, the
Declaration will, at the Closing Date, be a valid and binding obligation of the
Company and the Regular Trustees, enforceable against the Company and the
Regular Trustees in accordance with its terms, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or by
general principles of equity (regardless of whether enforcement is considered in
a proceeding at law or in equity) (the "Bankruptcy Exceptions") and will conform
in all material respects to the description thereof contained in the Prospectus.
6
<PAGE> 7
(l) Each of the Guarantee Agreements has been duly authorized
by the Company and, when validly executed and delivered by the Company, and, in
the case of the Preferred Securities Guarantee Agreement, assuming due
authorization, execution and delivery of the Preferred Securities Guarantee by
the Guarantee Trustee, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms except to
the extent that enforcement thereof may be limited by the Bankruptcy Exceptions,
and each of the Guarantees and the Guarantee Agreements will conform in all
material respects to the description thereof contained in the Prospectus.
(m) The Preferred Securities have been duly authorized for
issuance and sale to the Underwriters and, when issued and delivered against
payment therefor as provided herein, will be validly issued and fully paid and
non-assessable undivided beneficial interests in the assets of the Trust and
will conform in all material respects to the description thereof contained in
the Prospectus; the issuance of the Preferred Securities is not subject to
preemptive or other similar rights.
(n) The Subordinated Indenture has been duly authorized and
qualified under the 1939 Act and, at the Closing Date, will have been duly
executed and, assuming due authorization, execution and delivery thereof by the
Subordinated Indenture Trustee, delivered and will constitute a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms except to the extent that enforcement thereof may be limited by
the Bankruptcy Exceptions; the Subordinated Indenture will conform in all
material respects to the description thereof contained in the Prospectus.
(o) The Subordinated Debt Securities have been duly authorized
by the Company and, at the Closing Date, will have been duly executed by the
Company and, when authenticated in the manner provided for in the Subordinated
Indenture and delivered against payment therefor as described in the Prospectus,
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms except to the extent that
enforcement thereof may be limited by the Bankruptcy Exceptions, and will be in
the form contemplated by, and entitled to the benefits of, the Subordinated
Indenture and will conform in all material respects to the description thereof
in the Prospectus.
(p) Neither the Company nor any of its Significant
Subsidiaries is in violation of its charter or by-laws or in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or any other instrument to which the Company or any of its subsidiaries is
a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any of its subsidiaries is subject, or in
violation of any applicable law, administrative regulation or administrative or
court order or decree, which violation or default would, singly or in the
aggregate, have a material adverse effect on the business or operations of the
Company as a whole. The Trust is not in violation of the
7
<PAGE> 8
Declaration or its certificate of trust filed with the State of Delaware on June
4, 1998 (the "Certificate of Trust").
(q) None of the execution, delivery and performance of this
Agreement, the Declaration, the Preferred Securities, the Common Securities, the
Subordinated Indenture, the Subordinated Debt Securities, the Guarantee
Agreements and the Guarantees and the consummation of the transactions
contemplated herein and therein and compliance by the Offerors with their
respective obligations hereunder and thereunder did or will result in a breach
of any of the terms or provisions of, or constitute a default under or require
the consent of any party under the Certificate of Trust of the Trust or the
charter or by-laws of the Company and its Significant Subsidiaries, any
contract, indenture, mortgage, note, lease, agreement or other instrument to
which either the Trust, the Company or any of its Significant Subsidiaries is a
party or by which any of them may be bound, or, to the Company's knowledge, any
applicable law, rule or regulation or any judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign, having
jurisdiction over the Trust, the Company or any of its Significant Subsidiaries
or any of their respective properties or assets, or did or will result in the
creation or imposition of any lien on the properties or assets of the Trust, the
Company or any of its Significant Subsidiaries except for such breaches,
conflicts, violations or defaults which would not have, individually or in the
aggregate with such other breaches, conflicts, violations and defaults, a
material adverse effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as a
whole, and which will not affect the validity, performance or consummation of
the transactions contemplated by this Agreement with respect to the Securities.
Any certificate required hereunder to be signed by any officer
of the Company or Regular Trustee of the Trust and delivered to the
Representatives or counsel for the Underwriters in connection with the offering
of the Securities shall be deemed a representation and warranty by the Company,
or the Trust, as the case may be, as to matters covered thereby, to each
Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Offerors
agree to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Trust, at a purchase price of $ per share, the
amount of the Securities set forth opposite such Underwriter's name in Schedule
I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 AM, New York City time, on June 29, 1998, which date and
time may be postponed by agreement between the Representatives and the Offerors
or as provided in Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for
8
<PAGE> 9
the respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price thereof
to or upon the order of the Offerors by wire transfer payable in same-day funds
to an account specified by the Company. Delivery of the Securities shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.
5. Agreements. The Offerors agree with the several Underwriters that:
(a) The Offerors will use their respective best efforts to
cause the Registration Statement, if not effective at the Execution Time, and
any amendment thereof, to become effective. Prior to the termination of the
offering of the Securities, the Offerors will not file any amendment of the
Registration Statement or supplement to the Prospectus or any Rule 462(b)
Registration Statement unless the Offerors have furnished you a copy for your
review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing sentence, if
the Registration Statement has become or becomes effective pursuant to Rule
430A, or filing of the Prospectus is otherwise required under Rule 424(b), the
Offerors will cause the Prospectus, properly completed, and any supplement
thereto to be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Offerors will
promptly advise the Representatives (1) when the Registration Statement, if not
effective at the Execution Time, shall have become effective, (2) when the
Prospectus, and any supplement thereto, shall have been filed (if required) with
the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration
Statement shall have been filed with the Commission, (3) when, prior to
termination of the offering of the Securities, any amendment to the Registration
Statement shall have been filed or become effective, (4) of any request by the
Commission or its staff for any amendment of the Registration Statement, or any
Rule 462(b) Registration Statement, or for any supplement to the Prospectus or
for any additional information, (5) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (6) of the
receipt by either of the Offerors of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction
or the institution or threatening of any proceeding for such purpose. The
Offerors will use their respective best efforts to prevent the issuance of any
such stop order or the suspension of any such qualification and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act any event occurs as a
result of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any
9
<PAGE> 10
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall be
necessary to amend the Registration Statement or supplement the Prospectus to
comply with the Act or the Exchange Act or the respective rules thereunder, the
Offerors promptly will (1) notify the Representatives of such event, (2) prepare
and file with the Commission, subject to the second sentence of paragraph (a) of
this Section 5, an amendment or supplement which will correct such statement or
omission or effect such compliance and (3) supply any supplemented Prospectus to
you in such quantities as you may reasonably request (at the expense of any such
Underwriter at any time nine months or more after the time of issue of the
Prospectus).
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Offerors will furnish to the Representatives and
counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of
the Registration Statement (without exhibits thereto) and, so long as delivery
of a prospectus by an Underwriter or dealer may be required by the Act, as many
copies of each Preliminary Prospectus and the Prospectus and any supplement
thereto as the Representatives may reasonably request (at the expense of any
such Underwriter at any time nine months or more after the time of issue of the
Prospectus). The Company will pay the expenses of printing or other production
of all documents relating to the offering.
(e) The Offerors will arrange, if necessary, for the
qualification of the Securities for sale under the laws of such jurisdictions as
the Representatives may designate, will maintain such qualifications in effect
so long as required for the distribution of the Securities and will pay any fee
of the National Association of Securities Dealers, Inc., in connection with its
review of the offering; provided that in no event shall either of the Offerors
be obligated to qualify to do business in any jurisdiction where it is not now
so qualified or to take any action that would subject it to service of process
in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject.
(f) Neither the Trust nor the Company will, without the prior
written consent of Salomon Smith Barney, for a period of 30 days following the
Execution Time, offer, sell or contract to sell, or otherwise dispose of (or
enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or the
Trust or any affiliate thereof or any person in privity with the Company or the
Trust or any affiliate thereof) directly or indirectly, or announce the offering
of, any preferred securities or preferred stock or any other securities
(including any backup undertakings of such
10
<PAGE> 11
preferred stock or other securities) of the Company or the Trust, in each case,
that are substantially similar to the Preferred Securities, or any securities
convertible into, or exchangeable for the preferred securities or any such
substantially similar securities.
6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Offerors contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Offerors made in any certificates pursuant to the provisions
hereof, to the performance by the Offerors of their respective obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in writing to a
later time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 PM New York City time
on such date or (ii) 9:30 AM on the Business Day following the day on which the
public offering price was determined, if such determination occurred after 3:00
PM New York City time on such date; if filing of the Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any
such supplement, will be filed in the manner and within the time period required
by Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives
the opinion of Debevoise and Plimpton, counsel for the Company, dated the
Closing Date and addressed to the Representatives, to the effect that:
(i) The statements in the Prospectus under the
headings "Description of the Series A Preferred Securities",
"Description of the Series A Junior Subordinated Debt Securities",
"Description of the Guarantee", and "Relationship Among the Series A
Preferred Securities, The Series A Junior Subordinated Debt Securities
and The Guarantee", to the extent that they involve matters of law
(except insofar such statements are statements of Delaware law),
summaries of legal terms, the Company's charter or bylaws or legal
proceedings or legal conclusions, have been reviewed by such counsel
and are correct in all material respects.
(ii) The Company and each of the Hartord Life Trusts
meet the registrant requirements for use of Form S-3 under the 1933 Act
Regulations; the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and within
the time period required by Rule 424(b); to the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has
11
<PAGE> 12
been issued, no proceedings for that purpose have been instituted or
threatened and the Registration Statement and the Prospectus (other
than the financial statements and other financial and statistical
information contained therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder.
(iii) this Agreement has been duly authorized,
executed and delivered by the Company.
(iv) Neither the Company nor the Trust is and, after
giving effect to the offering and sale of the Securities and the
application of the proceeds thereof as described in the Prospectus,
will not be an "investment company" as defined in the Investment
Company Act of 1940, as amended.
(v) no consent, approval, authorization, filing with
or order of any governmental agency or body of the United States or the
State of New York is required in connection with the transactions
contemplated herein, except such as have been obtained under the Act
and such as may be required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Securities by
the Underwriters in the manner contemplated in this Agreement and in
the Prospectus and such other approvals (specified in such opinion) as
have been obtained.
(vi) The Declaration has been duly authorized,
executed and delivered by the Company and the Regular Trustees; and the
Declaration has been duly qualified under the 1939 Act.
(vii) The Subordinated Debt Securities, each of the
Guarantees, the Subordinated Indenture and each of the Guarantee
Agreements conform in all material respects to the descriptions thereof
contained in the Prospectus.
(viii) Each of the Guarantee Agreements has been duly
authorized, executed an delivered by the Company; the Preferred
Securities Guarantee Agreement, assuming it is duly authorized,
executed, and delivered by the Guarantee Trustee, constitutes a valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except to the extent that enforcement
thereof may be limited by the Bankruptcy Exceptions; and the Preferred
Securities Guarantee Agreement has been duly qualified under the 1939
Act.
(ix) The Subordinated Indenture has been duly
executed and delivered by the Company and, assuming due authorization,
execution, and delivery thereof by the Subordinated Indenture Trustee,
is a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except to the extent that
12
<PAGE> 13
enforcement thereof may be limited by the Bankruptcy Exceptions; and
the Subordinated Indenture has been duly qualified under the 1939 Act.
(x) The Subordinated Debt Securities are in the form
contemplated by the Subordinated Indenture and have been duly
authorized, executed and delivered by the Company and, when
authenticated by the Subordinated Indenture Trustee in the manner
provided for in the Subordinated Indenture and delivered against
payment therefor as provided in this Agreement, will constitute valid
and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that enforcement
thereof may be limited by the Bankruptcy Exceptions.
In addition to the matters set forth above, such
opinion shall also include a statement to the effect that such counsel
has not checked the accuracy or completeness of, or otherwise verified,
and is not passing upon and assume no responsibility for the accuracy
or completeness of, the information contained in the Registration
Statement or the Prospectuses, or any amendment or supplement thereto,
except to the limited extent set forth in Section 6(b)(i) of its
opinion, that in the course of its review and discussion of the
contents of the Registration Statement and the Prospectuses with
certain officers and employees of the Company, such counsel
participated in conferences with representatives of the Company, the
independent public accountants of the Company and the Underwriters and
their counsel with respect thereto, but without independent check or
verification, and that in the course of such review no facts have come
to such counsel's attention which have caused such counsel to believe
that the Registration Statement or amendment thereto (except as to
financial statements and related schedules and other financial and
statistical information contained therein, as to which such counsel
express no belief), at the time the Registration Statement or any
amendment thereto became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or
that the Prospectuses or any amendment or supplement thereto (except as
to the financial statements and related schedules and other financial
and statistical information contained therein, as to which such counsel
express no belief), at the time they were filed pursuant to Rule 424(b)
or on the Closing Date, contained or contain an untrue statement of a
material fact or omitted or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading.
In rendering such opinion, such counsel may state
that they express no opinion as to any laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware
and the Federal Laws of the United States and in respect of matters of
fact such counsel may rely upon certificates of officers of the Company
and its subsidiaries; provided that such counsel shall state they
believe
13
<PAGE> 14
that both you and they are justified in relying upon such opinions and
certificates and copies of such opinions and certificates are made
available to you.
(c) The Company shall have furnished to the Representatives
the opinion of Lynda Godkin, Vice-President and General Counsel for the Company
dated the Closing Date and addressed to the Representatives to the effect that:
(i) each of the Company and the Significant
Subsidiaries that is incorporated in the United States has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is chartered or
organized, with full corporate power and authority to own or lease, as
the case may be, and to operate its properties and conduct its business
as described in the Prospectus.
(ii) the Company's authorized capitalization is as
set forth in the Prospectus; the capital stock of the Company conforms
in all material respects to the description thereof contained in the
Prospectus; the Preferred Securities Guarantee and the Subordinated
Debt Securities have been duly and validly authorized, by the Company
and the Subordinated Debt Securities, when issued and delivered to and
paid for by the Trust pursuant to the Debenture Purchase Agreement
between the Company and the Trust, will be fully paid and
nonassessable; and the holders of outstanding shares of capital stock
of the Company are not entitled to preemptive or other rights under the
Delaware General Corporation Law or the Certificate of Incorporation of
the Company to subscribe for the Securities.
(iii) to the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving
the Company or any of its Significant Subsidiaries or its or their
property of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Prospectus, and
there is no contract or other document of a character required to be
described in the Registration Statement or Prospectus, or to be filed
as an exhibit thereto, which is not described or filed as required.
(iv) all the outstanding shares of capital stock of
each Significant Subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as otherwise
set forth in the Prospectus and for directors qualifying shares, all
outstanding shares of capital stock of the Significant Subsidiaries are
owned by the Company either directly or through wholly owned
subsidiaries (except for shares of American Maturity Life Insurance
Company) free and clear of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any other security
interest, claim, lien or encumbrance.
14
<PAGE> 15
(v) All of the issued and outstanding Common
Securities of the Trust are directly owned by the Company free and
clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equitable right.
(vi) To the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened and the Registration Statement and the Prospectus (other
than the financial statements and other financial information contained
therein, as to which such counsel need express no opinion) comply as to
form in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder.
(vii) neither the issue and sale of the Securities,
nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof will conflict
with, result in a breach or violation of or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or its
Significant Subsidiaries pursuant to, (i) the charter or by-laws of the
Company or its Significant Subsidiaries, (ii) the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement,
loan agreement or other agreement, obligation, condition, covenant or
instrument to which the Company or its Significant Subsidiaries is a
party or bound or to which its or their property is subject, or (iii)
any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or its Significant Subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Company or its
Significant Subsidiaries or any of its or their properties, except in
the case of clauses (ii) or (iii), breaches, violations or impositions
of liens which would not have, individually or in the aggregate, a
material adverse effect on the financial position, shareholders equity,
or results of operations of the Company and its subsidiaries taken as a
whole, and which would not affect the validity, performance or
consummation of such transactions.
(viii) Each Significant Subsidiary that is required
to be organized and licensed as an insurance company in its
jurisdiction of incorporation is duly organized and licensed as an
insurance company in its respective jurisdiction of incorporation, and
each Significant Subsidiary is duly licensed or authorized as an
insurer in each other jurisdiction in which such licensing or
authorization is required, except where the failure to be so licensed
or authorized in any such jurisdiction would not have, individually or
in the aggregate with other such failures, a material adverse effect on
the financial position, stockholders' equity or results of operations
of the Company and its subsidiaries, considered as a whole.
(ix) Each of the Significant Subsidiaries is in
compliance with the requirements of the insurance laws and regulations
of its jurisdiction of incorporation
15
<PAGE> 16
and the insurance laws and regulations of other jurisdictions which are
applicable to each such Significant Subsidiary, and has filed all
notices, reports, documents or other information required to be filed
thereunder, except where the failure to so comply or file would not
have, individually or in the aggregate with other such failures, a
material adverse effect on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
considered as a whole.
In addition to the matters set forth above, such opinion shall
also include a statement to the effect that such counsel has not checked the
accuracy or completeness of, or otherwise verified, and is not passing upon and
assume no responsibility for the accuracy or completeness of, the information
contained in the Registration Statement or the Prospectuses, or any amendment or
supplement thereto, except to the limited extent set forth in such opinion, that
in the course of such counsel's review and discussion of the contents of the
Registration Statement and the Prospectuses with certain officers and employees
of the Company, such counsel participated in conferences with representatives of
the Company, the independent public accountants of the Company and the
Underwriters and their counsel with respect thereto, but without independent
check or verification, and that in the course of such review no facts have come
to such counsel's attention which have caused such counsel to believe that the
Registration Statement or amendment thereto (except as to financial statements
and related schedules and other financial and statistical information contained
therein, as to which such counsel expresses no belief), at the time the
Registration Statement or any amendment thereto became effective, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or that the Prospectuses or any amendment or supplement thereto (except as to
the financial statements and related schedules and other financial and
statistical information contained therein, as to which such counsel express no
belief), at the time they were filed pursuant to Rule 424(b) or on the Closing
Date, contained or contain an untrue statement of a material fact or omitted or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may state that she
expresses no opinion as to the laws of any jurisdiction outside the States of
Connecticut and the General Corporation Law of the State of Delaware and in
respect of matters of fact such counsel may rely upon certificates of officers
of the Company and its subsidiaries; provided that such counsel shall state she
believes that both you and she are justified in relying upon such opinions and
certificates and copies of such opinions and certificates are made available to
you.
(d) The Company shall have furnished to the Representatives
the opinion of Debevoise & Plimpton, special tax counsel to the Company, dated
the Closing Date and in form and substance satisfactory to counsel for the
Underwriter, to the effect that the statements in the Prospectus under the
caption "Certain Federal Income Tax Considerations" have been
16
<PAGE> 17
reviewed by such counsel and, insofar as they constitute legal conclusions or
matters of law, fairly summarize the matters referred to therein.
(e) The favorable opinion of Richards, Layton & Finger, P.A.,
special Delaware counsel to the Offerors, dated the Closing Date and addressed
to the Representatives to the effect that:
(i) The Trust has been duly created and is validly
existing in good standing as a business trust under the Delaware Act,
and all filings required under the laws of the state of Delaware with
respect to the creation and valid existence of the Trust as a business
trust have been made.
(ii) Under the Delaware Act and the Declaration, the
Trust has the trust power and authority to own property and conduct its
business, all as described in the Prospectus.
(iii) The Declaration constitutes a valid and binding
obligation of the Company and the Trustees and is enforceable against
the Company and the Trustees in accordance with its terms, subject, as
to enforcement, to (i) bankruptcy, insolvency, moratorium,
receivership, reorganization, liquidation, fraudulent conveyance or
transfer and other similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including
applicable law relating to fiduciary duties (regardless of whether
considered and applied in a proceeding in equity or at law), and (iii)
the effect of applicable public policy on the enforceability of
provisions relating to indemnification or contribution.
(iv) Under the Delaware Act and the Declaration, the
Trust has the trust power and authority to (i) execute and deliver, and
to perform its obligations under, this Agreement and (ii) issue, and
perform its obligations under, the Trust Securities.
(v) Under the Delaware Act and the Declaration, the
execution and delivery by the Trust of this Agreement, and the
performance by the Trust of its obligations hereunder have been duly
authorized by all necessary trust action on the part of the Trust.
(vi) Under the Delaware Act, the certificate attached
to the Declaration as Exhibit A-l is an appropriate form of certificate
evidence ownership of the Preferred Securities; the securities have
been duly authorized by the Declaration and are duly and validly issued
and, subject to qualifications hereinafter expressed in this paragraph
(vi), fully paid and nonassessable undivided beneficial interests in
the assets of the Trust; the holders of the Preferred Securities, as
beneficial owners of the
17
<PAGE> 18
Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; said
counsel may note that the holders of the Preferred Securities may be
obligated to make payments as set forth in the Declaration.
(vii) The Common Securities have been duly authorized
by the Declaration and are duly and validly issued and represent
undivided beneficial interests in the assets of the Trust.
(viii) Under the Delaware Act and the Declaration,
the issuance of the Trust securities is not subject to preemptive
rights.
(ix) The issuance and sale by the Trust of the Trust
Securities, the purchase by the Trust of the Subordinated Debt
Securities, the execution, delivery and performance by the Trust of
this Agreement, the consummation by the Trust of the transactions
contemplated hereby and compliance by the Trust with its obligations
hereunder and thereunder will not violate (i) any of the provisions of
the Certificate of Trust or the Declaration or (ii) any applicable
Delaware law or administrative regulation.
(x) With respect to the statements made in the
Prospectus under the caption "Description of Preferred Securities,"
insofar as such statements are statements of Delaware law, such
statements are fairly presented.
(f) The opinion of Morris, James, Hitchens & Williams, counsel
to Wilmington Trust Company as Institutional Trustee under the Declaration, and
Guarantee Trustee under the Preferred Securities Guarantee Agreements, dated the
Closing Date and addressed to the Representatives, to the effect that:
(i) Wilmington Trust Company is a Delaware banking
corporation with trust powers, duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
(ii) The execution, delivery and performance by
Wilmington Trust Company of the Declaration, the Preferred Securities
Guarantee Agreement and the Indenture have been duly authorized by all
necessary corporate action on the part of the Wilmington Trust Company.
The Declaration, the Preferred Securities Guarantee Agreement and the
Indenture have been duly executed and delivered by the Wilmington Trust
Company.
(iii) The execution, delivery and performance of the
Declaration, the Preferred Securities Guarantee Agreement and the
Indenture by the Wilmington Trust
18
<PAGE> 19
Company are not prohibited by (i) the Charter or Bylaws of Wilmington
Trust Company, or (ii) to the knowledge of such counsel, any other
agreements or instruments to which Wilmington Trust Company is a party
or by which Wilmington Trust Company is bound or any judgments, orders,
or decrees applicable to Wilmington Trust Company.
(iv) No consent, approval or a authorization of, or
registration with or notice to, any banking authority in the State of
Delaware or the United States of America governing the trust powers of
Wilmington Trust Company is required for the execution, delivery or
performance by Wilmington Trust Company of the Declaration, the
Preferred Securities Guarantee Agreement and the Indenture.
(g) The Representatives shall have received from LeBoeuf,
Lamb, Greene & MacRae, L.L.P., counsel for the Underwriters, such opinion or
opinions, dated the Closing Date and addressed to the Representatives, with
respect to the issuance and sale of the Securities, the Registration Statement,
the Prospectus (together with any supplement thereto) and other related matters
as the Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. The opinion or opinions of such counsel
shall be rendered to the Underwriters at the request of the Company and shall so
state therein.
(h) The Company shall have furnished to the Representative (i)
a certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company and
(ii) a certificate of the Trusts signed by a Regular Trustee, in each case,
dated the Closing Date, to the effect that the signers of such certificates have
carefully examined the Registration Statement, the Prospectus, any supplements
to the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company
or the Trust, as the case may be, in this Agreement are true and
correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company, or the
Trust, as the case may be, has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to the Closing Date;
(ii) to their knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or as the case may
be, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement
thereto), there has been no material adverse effect on the condition
(financial or otherwise), earnings, business or properties
19
<PAGE> 20
of the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus (exclusive of any
supplement thereto).
(i) Arthur Anderson L.L.P. shall have furnished to the
Representatives letters, dated respectively as of the Execution Time and as of
the Closing Date, in form and substance satisfactory to the Representatives, to
the effect that:
(i) they are independent accountants within the
meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder;
(ii) In their opinion, the financial statements and
any supplementary financial information and schedules audited (and, if
applicable, financial forecasts and/or pro forma financial information)
examined by them and included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the
Act or the Exchange Act, as applicable, and the related published rules
and regulations thereunder; and, if applicable, they have made a review
in accordance with standards established by the American Institute of
Certified Public Accountants of the consolidated interim financial
statements, selected financial data, pro forma financial information,
financial forecasts and/or condensed financial statements derived from
audited financial statements of the Company for the period specified in
such letter, as indicated in their reports thereon, copies of which
have been furnished to Representatives;
(iii) They have made a review in accordance with
standards established by the American Institute of Certified Public
Accountants of the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of cash
flows included in the Prospectus and/or included in the Company's
quarterly report on Form 10-Q incorporated by reference into the
Prospectus as indicated in their reports thereon copies of which have
been separately furnished to the Representatives; and on the basis of
specified procedures including inquiries of officials of the Company
who have responsibility for financial and accounting matters regarding
whether the unaudited condensed consolidated financial statements
referred to in paragraph (vi)(A)(i) below comply as to form in all
material respects with the applicable accounting requirements of the
Act and, if applicable, the Exchange Act, and the related published
rules and regulations, nothing came to their attention that caused them
to believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with the
applicable accounting requirements of the Act and, if applicable, the
Exchange Act, and the related published rules and regulations.
20
<PAGE> 21
(iv) They have compared the information in the
Prospectus under selected captions with the disclosure requirements of
Regulation S-K and on the basis of limited procedures specified in such
letter nothing came to their attention as a result of the foregoing
procedures that caused them to believe that this information does not
conform in all material respects with the disclosure requirements of
Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(v) On the basis of limited procedures, not
constituting an examination in accordance with generally accepted
auditing standards, consisting of a reading of the unaudited financial
statements and other information referred to below, a reading of the
latest available interim financial statements of the Company and its
subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, inquiries of
officials of the Company and its subsidiaries responsible for financial
and accounting matters and such other inquiries and procedures as may
be specified in such letter, nothing came to their attention that
caused them to believe that:
(1) (i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or included or incorporated by reference in the
Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Exchange Act and the related published rules and
regulations, or (ii) any material modifications should be made
to the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus for them to be in conformity with
generally accepted accounting principles;
(2) any unaudited pro forma consolidated
condensed financial statements included or incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Act and the published rules and regulations thereunder
or the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of those statements;
(3) as of a specified date not more than
five days prior to the date of such letter, there have been
any changes in the consolidated capital stock (other than
issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and
upon conversions of convertible securities, in each case which
were outstanding on the date of the
21
<PAGE> 22
latest balance sheet included or incorporated by reference in
the Prospectus) or any increase in the consolidated long-term
debt of the Company and its subsidiaries, or any decreases in
consolidated net current assets or stockholders' equity or
other items specified by the Representatives, or any increases
in any items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases which
the Prospectus discloses have occurred or may occur or which
are described in such letter; and
(4) for the period from the date of the
latest financial statements included or incorporated by
reference in the Prospectus to the specified date referred to
in clause (5) there were any decreases in consolidated net
revenues or operating profit or the total or per share amounts
of consolidated net income or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with the
comparable period of the preceding year and with any other
period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vi) In addition to the audit referred to in their
report(s) included or incorporated by reference in the Prospectus and
the limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii) and (vi) above, they have
carried out certain specified procedures, not constituting an audit in
accordance with generally accepted auditing standards, with respect to
certain amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records
of the Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by
the Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared certain
of such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have found
them to be in agreement.
(j) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (i) of this Section 6 or (ii) any change, or
any development involving a prospective change, in or affecting the condition
(financial or otherwise), earnings, business or properties of the Company and
its subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business,
22
<PAGE> 23
except as set forth in or contemplated in the Prospectus (exclusive of any
supplement thereto) the effect of which, in any case referred to in clause (i)
or (ii) above, is, in the reasonable judgment of the Representatives, so
material and adverse as to make it impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of
any supplement thereto).
(k) The Securities shall have been listed and admitted and
authorized for trading on the New York Stock Exchange, and satisfactory evidence
of such actions shall have been provided to the Representatives.
(l) At the Closing Date, the Preferred Securities shall be
rated in one of the four highest rating categories for long term debt
("Investment Grade") by any nationally recognized statistical rating agency, and
the Trust shall have delivered to the Underwriters a letter, dated the Closing
Date, from such nationally recognized statistical rating agency, or other
evidence satisfactory to the Underwriters, confirming that the Preferred
Securities have Investment Grade ratings; and (i) there shall not have occurred
any decrease in the ratings of any of the debt securities of the Company or of
the Preferred Securities by Moody's Investor Services, Inc., Standard & Poor's,
A. M. Best Company, Inc. or Duff & Phelps Credit Rating Co., Inc. and (ii) such
organizations shall not have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of any of the debt
securities of the Company or of the Preferred Securities or financial strength
or claims paying ability, the effect of which, in any case described in Clause
(i) or (ii), is in the Representatives reasonable judgment so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus;
(m) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.
23
<PAGE> 24
The documents required to be delivered by this Section 6 shall
be delivered at the office of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel
for the Underwriters, at 125 West 55th Street, New York, New York 10019, on the
Closing Date.
7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied
or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally through Salomon Smith Barney on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities.
8. Indemnification and Contribution. (a) The Offerors agree to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Offerors will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Offerors by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein; provided, however, that the indemnification
contained in this paragraph (a) with respect to any Preliminary Prospectus shall
not inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) on account of any such loss, claim, damage,
liability or expense arising from the sale of the Shares by such Underwriter to
any person if a copy of the Prospectus shall not have been delivered or sent to
such person within the time required by the Act and the regulations thereunder,
and the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in such Preliminary Prospectus was
corrected in the Prospectus, provided that the Offerors have delivered the
Prospectus to the several Underwriters in requisite quantity on a timely basis
to permit such delivery or sending.
24
<PAGE> 25
This indemnity agreement will be in addition to any liability which the Offerors
may otherwise have.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Offerors, each of their respective directors,
trustees, officers and agents, and each person who controls the Offerors within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Offerors to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Offerors by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Offerors acknowledge that the statements
set forth in the last paragraph of the cover page regarding delivery of the
Securities, the legend in block capital letters on page S-3 related to
stabilization, syndicate covering transactions and penalty bids and, under the
heading "Underwriting", (i) the sentences related to concessions and
reallowances and (ii) the paragraph related to stabilization, syndicate covering
transactions and penalty bids in any Preliminary Prospectus and the Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other
25
<PAGE> 26
indemnified parties which are different from or additional to those available to
the indemnifying party and which conflict with the defenses available to the
indemnified party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Offerors and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Offerors
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Offerors on the one
hand and by the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Offerors and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Offerors on the one hand
and of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Offerors shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by
it, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Offerors on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Offerors and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
26
<PAGE> 27
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Offerors within the meaning of either the Act or the Exchange Act and each
director, trustee, officer, employee and agent of the Offerors shall have the
same rights to contribution as the Offerors, subject in each case to the
applicable terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Offerors. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Offerors and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Offerors
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Securities of the Company shall have been suspended
by the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange, (ii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the reasonable judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Prospectus (exclusive of any supplement thereto).
27
<PAGE> 28
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Offerors or their respective officers and agents and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Offerors or any of the officers, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney General Counsel (fax no.:
(212) 816-7912 and confirmed to the General Counsel, Salomon Smith Barney, at
388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or,
if sent to the Company, will be mailed, delivered or telefaxed to Hartford Life,
Inc., c/o Gregory A. Boyko, Senior Vice-President and Chief Financial Officer
(Fax No.: (860) 843-8665) and confirmed to it at Hartford Life, Inc., 200
Hopmeadow Street, Simsbury, Connecticut 06089, attention of Lynda Godkin,
Vice-President and General Counsel.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.
15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
17. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.
28
<PAGE> 29
"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments thereto and
any Rule 462(b) Registration Statement became or become effective.
"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Preliminary Prospectus" shall mean any preliminary prospectus
referred to in paragraph 1(a) above and any preliminary prospectus included in
the Registration Statement at the Effective Date that omits Rule 430A
Information.
"Prospectus" shall mean the prospectus relating to the
Securities that is first filed pursuant to Rule 424(b) after the Execution Time
or, if no filing pursuant to Rule 424(b) is required, shall mean the form of
final prospectus relating to the Securities included in the Registration
Statement at the Effective Date.
"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration Statement,
as the case may be. Such term shall include any Rule 430A Information deemed to
be included therein at the Effective Date as provided by Rule 430A.
"Rule 424", "Rule 430A" and "Rule 462" refer to such rules
under the Act.
"Rule 430A Information" shall mean information with respect to
the Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b) relating to
the offering covered by the initial registration statement.
"Salomon Smith Barney" shall mean Smith Barney Inc. or Salomon
Brothers Inc, to the extent that either such party is a signatory to this
Agreement.
29
<PAGE> 30
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
HARTFORD LIFE, INC.
By: /s/ Gregory A. Boyko
----------------------------------------
Name:
Title:
HARTFORD LIFE CAPITAL I
By: HARTFORD LIFE, INC.
as Sponsor
By: /s/ Gregory A. Boyko
-------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
SMITH BARNEY INC.
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PAINEWEBBER INCORPORATED
By: SMITH BARNEY INC.
By: /s/ Michael A.F. Roberts
------------------------
Managing Director
For themselves and as Representatives of the other Underwriters named in
Schedule I hereto.
For themselves and the other several Underwriters named in Schedule I to the
foregoing Agreement.
30
<PAGE> 31
SCHEDULE I
<TABLE>
<CAPTION>
Number of
Underwriters Securities to be Purchased
------------ --------------------------
<S> <C>
Smith Barney Inc....................................................... 1,951,250
A.G. Edwards & Sons, Inc............................................... 1,951,250
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... 1,951,250
PaineWebber Incorporated............................................... 1,951,250
Bear Stearns & Co...................................................... 100,000
J.C. Bradford & Co..................................................... 100,000
BT Alex. Brown Incorporated............................................ 100,000
CIBC Oppenheimer Corp.................................................. 100,000
Credit Suisse First Boston Corporation................................. 100,000
Dain Rauscher Wessels.................................................. 100,000
Donaldson Lufkin & Jenrette Securities Corporation..................... 100,000
EVEREN Securities, Inc................................................. 100,000
Goldman, Sachs & Co.................................................... 100,000
Janney Montgomery Scott Inc............................................ 100,000
Legg Mason Wood Walker, Incorporated................................... 100,000
J.P. Morgan Securities Inc............................................. 100,000
Piper Jaffray Inc...................................................... 100,000
Prudential Securities Incorporated..................................... 100,000
Raymond James & Associates, Inc........................................ 100,000
The Robinson-Humphrey Company, LLC..................................... 100,000
Wheat, First Securities, Inc........................................... 100,000
Advest, Inc............................................................ 45,000
Cowen & Company........................................................ 45,000
Fahenstock & Co. Inc................................................... 45,000
Fidelity Capital Markets - a division of National
Financial Services Corporation...................................... 45,000
Gibraltar Securities Co................................................ 45,000
Gruntal & Co., L.L.C................................................... 45,000
McDonald & Company Securities, Inc..................................... 45,000
McGinn, Smith & Co., Inc............................................... 45,000
Morgan Keegan & Company, Inc........................................... 45,000
Olde Discount Corporation.............................................. 45,000
Roney & Co LLC......................................................... 45,000
------------
Total: 10,000,000
============
</TABLE>
31
