==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
(Amendment No. 3)
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) 547-5000
(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
[.] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
==============================================================================
<PAGE>
2
This Amendment No. 3 amends the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed on May 24, 2000 by Hartford Life,
Inc., a Delaware corporation (the "Company"), relating to the third-party
tender offer by Hartford Fire Insurance Company, a Connecticut corporation and
a wholly owned subsidiary of The Hartford Financial Services Group, Inc., to
purchase all of the issued and outstanding shares of Class A Common Stock, par
value $.01 per share, of the Company, at a purchase price of $50.50 per share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 24,
2000 (the "Offer to Purchase"), as amended.
ITEM 9. EXHIBITS
Item 9 is hereby amended by the following:
Exhibit No. Description
(a)(12) Text of press release issued by The Hartford
Financial Services Group, Inc., dated June 22, 2000.
<PAGE>
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HARTFORD LIFE, INC.
By: /s/ Michael O'Halloran
---------------------------
Name: Michael O'Halloran
Title: Authorized Officer
Dated: June 22, 2000
