SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
HARTFORD LIFE, INC.
(Name of Subject Company)
HARTFORD LIFE, INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.0l PER SHARE
(Title of Class of Securities)
4165924
(CUSIP Number of Class of Securities)
Lynda Godkin, Esq.
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, Connecticut 06089
Telephone: (860) 525-8555
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
WITH COPIES TO:
Jack H. Nusbaum, Esq. George W. Bilicic, Jr., Esq.
Jeffrey S. Hochman, Esq. Cravath, Swaine & Moore
Willkie Farr & Gallagher 825 Eighth Avenue
787 Seventh Avenue New York, New York 10019
New York, New York 10019 Telephone: (212) 474-1000
Telephone: (212) 728-8000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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HARTFORD LIFE, INC. [LOGO]
HARTFORD LIFE ANNOUNCES AGREEMENT WITH
THE HARTFORD TO PURCHASE OUTSTANDING SHARES
The Hartford Agrees to Pay Shareholders $50.50 Per Share
SIMSBURY, Conn.--Hartford Life Inc. (NYSE: HLI) today announced that
The Hartford Financial Services Group Inc. (NYSE: HIG) has agreed to make a
cash tender offer for all the publicly held shares of Hartford Life Class A
Common Stock at a price of $50.50 per share.
The Hartford currently owns approximately 81.5 percent of the
outstanding shares of common stock of Hartford Life. Approximately 26
million shares of Hartford Life's Class A Common Stock are owned by the public.
Any shares of Hartford Life Class A Common Stock not purchased in
the tender offer would be acquired by The Hartford in a subsequent merger
transaction at the same $50.50 per share cash price.
A special committee of independent directors of the Hartford Life
board reviewed and recommended approval of the offer by the full board of
directors. Hartford Life board members Robert E. Patricelli and Gail Deegan
served as the special committee.
The committee's recommendation and the board's approval are based on
a number of factors, including the opinion of Salomon Smith Barney Inc., the
financial advisor to the special committee, that the $50.50 per share
consideration is fair from a financial point of view to Hartford Life's public
stockholders. The special committee's legal advisor for the transaction is
Willkie Farr & Gallagher.
The tender offer will commence shortly and will be made only by an
offer to purchase and other offering documents, copies of which will be filed
with the Securities and Exchange Commission and mailed to Hartford Life
stockholders.
The Hartford Life board of directors also declared a quarterly
dividend of 10 cents ($0.10) per share, payable July 3, 2000, to shareholders
of record at the close of business June 1, 2000.
Hartford Life Inc., the nation's third largest life insurance group
based on statutory assets, offers through its subsidiaries a comprehensive
portfolio of fixed and variable annuities, life insurance, mutual funds,
employee benefits and group retirement plans. The Hartford Financial Services
Group Inc. is one of the nation's largest insurance and financial services
operations with 1999 revenues of $13.5 billion.
Investors and stockholders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement regarding
the tender offer referred to in this press release when they become available,
because they will contain important information. The tender offer statement
will be filed by The Hartford with the Securities and Exchange Commission
(SEC), and the solicitation/recommendation statement will be filed by Hartford
Life with the SEC. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by The Hartford
and Hartford Life at the SEC's web site at http://www.sec.gov. The tender
offer statement and related materials may be obtained for free by directing
such requests to The Hartford Investor Relations at 860-547-2403. The
solicitation/recommendation statement and such other documents may be obtained
for free by directing such requests to Hartford Life Investor Relations at
860-843-7418.
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Certain statements made in this release should be considered forward
looking information as defined in the Private Securities Litigation Reform Act
of 1995. Hartford Life cautions investors that any such forward-looking
statements are not guarantees of future performance, and actual results may
differ materially. Investors are directed to consider the risks and
uncertainties in our business that may affect future performance and that are
discussed in readily available documents, including the company's annual
report and other documents filed by Hartford Life with the SEC. These
uncertainties include the possibility of general economic, business and
legislative conditions that are less favorable than anticipated, changes in
interest rates or the stock markets and stronger than anticipated competitive
activity.
