<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
HARTFORD LIFE, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
HARTFORD FIRE INSURANCE COMPANY
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(NAMES OF FILING PERSONS (OFFERORS))
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
4165924
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
MICHAEL S. WILDER, ESQ.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
HARTFORD PLAZA
HARTFORD, CONNECTICUT 06115-1900
TELEPHONE: (860) 547-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
GEORGE W. BILICIC, JR., ESQ.
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 474-1000
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CALCULATION OF FILING FEE:
<TABLE>
<CAPTION>
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TRANSACTION VALUATION: AMOUNT OF FILING FEE
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<S> <C>
$1,304,140,381 $260,829
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</TABLE>
*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all outstanding shares of Class A Common
Stock, par value $.01, of Hartford Life, Inc. (the "Company Common Stock" or
the "Shares") (other than restricted Shares), at a price per Share of $50.50 in
cash. As of May 16, 2000, there were 25,824,562 such Shares outstanding. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.
[ ]Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount previously paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
</TABLE>
[ ]Check the box if the filing relates solely to preliminary communications made
before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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<PAGE> 2
This Tender Offer Statement on Schedule TO relates to the tender offer by
Hartford Fire Insurance Company ("Purchaser"), a Connecticut corporation and a
wholly owned subsidiary of The Hartford Financial Services Group, Inc., a
Delaware corporation ("Parent"), to purchase all of the issued and outstanding
shares of Class A Common Stock, par value $.01 per share (the "Common Stock" or
the "Shares"), of Hartford Life, Inc., a Delaware corporation (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"), a copy of which
is attached hereto as Exhibit (a)(1)(A), and in the related Letter of
Transmittal (the "Letter of Transmittal", a copy of which is attached hereto as
Exhibit (a)(1)(C) (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
ITEM 1. SUMMARY TERM SHEET
The information set forth in the "SUMMARY TERM SHEET" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is Hartford Life, Inc., a Delaware
corporation. The Company's executive offices are located at 200 Hopmeadow
Street, Simsbury, Connecticut 06089, telephone: (860) 525-8555.
(b) The class of securities to which this statement relates is the Class A
Common Stock, par value $.01 per share, of which 26,037,634 Shares (including
213,072 restricted Shares) were issued and outstanding as of May 16, 2000. The
information set forth on the cover page and in the "INTRODUCTION" of the Offer
to Purchase is incorporated herein by reference.
(c) The information set forth in "THE TENDER OFFER -- Section 6. Price
Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) This Tender Offer Statement is filed by Parent and Purchaser. The
information set forth in "THE TENDER OFFER -- Section 8. Certain Information
Concerning Parent and Purchaser" of the Offer to Purchase and on Schedule I
thereto is incorporated herein by reference.
(b) The information set forth in "THE TENDER OFFER -- Section 8. Certain
Information Concerning Parent and Purchaser" of the Offer to Purchase and on
Schedule I thereto is incorporated herein by reference.
(c) The information set forth in "THE TENDER OFFER -- Section 8. Certain
Information Concerning Parent and Purchaser" of the Offer to Purchase and on
Schedule I thereto is incorporated herein by reference. During the last five
years, none of Purchaser or Parent or, to the best knowledge of the Purchase or
Parent, any of the persons listed on Schedule I to the Offer to Purchase (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of such laws. Unless otherwise noted, the
persons listed on Schedule I to the Offer to Purchase are citizens of the United
States.
ITEM 4. TERMS OF THE TRANSACTION
The information set forth in the Offer to Purchase is incorporated herein
by reference.
2
<PAGE> 3
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) The information set forth in "SPECIAL FACTORS -- Related Party
Transactions" of the Offer to Purchase is incorporated herein by reference.
Except as disclosed above in this Item 5(a), during the past two years, there
have been no transactions that would be required to be disclosed under this Item
5(a) between any of Purchaser or Parent or, to the best knowledge of Purchaser
and Parent, any of the persons listed on Schedule I to the Offer to Purchase,
and the Company or any of its executive officers, directors or affiliates.
(b) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Offer" and "SPECIAL FACTORS -- The Merger
Agreement" of the Offer to Purchase is incorporated herein by reference. Except
as set forth in the "INTRODUCTION," "SPECIAL FACTORS -- Background of the Offer"
and "SPECIAL FACTORS -- The Merger Agreement" of the Offer to Purchase, there
have been no material contacts, negotiations or transactions during the past two
years which would be required to be disclosed under this Item 5(b) between any
of Purchaser or Parent or any of their respective subsidiaries or, to the best
knowledge of Purchaser and Parent, any of those persons listed on Schedule I to
the Offer to Purchase and the Company or its affiliates concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(a), (c)(1), (4)-(7) The information set forth in the "INTRODUCTION,"
"SPECIAL FACTORS -- Background of the Offer", "SPECIAL FACTORS -- The Merger
Agreement", "SPECIAL FACTORS -- Purpose and Structure of the Offer and the
Merger; Reasons of Parent for the Offer and the Merger" and "SPECIAL
FACTORS -- Plans for the Company After the Offer and the Merger; Certain Effects
of the Offer" of the Offer to Purchase is incorporated herein by reference.
(c) (2)-(3) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in "THE TENDER OFFER -- Section 9. Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth in the "INTRODUCTION," "THE TENDER
OFFER -- Section 8. Certain Information Concerning Parent and Purchaser" and
"SPECIAL FACTORS -- Beneficial Ownership of Common Stock" and "-- Transactions
and Arrangements Concerning the Shares" of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in Schedule II to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The information set forth in the "INTRODUCTION" and "THE TENDER
OFFER -- Section 11. Fees and Expenses" of the Offer to Purchase is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a) The information set forth in "SPECIAL FACTORS -- The Merger Agreement,"
"SPECIAL FACTORS -- Plans for the Company After the Offer and the Merger;
Certain Effects of the Offer"
3
<PAGE> 4
and "THE TENDER OFFER -- Section 13. Certain Legal Matters" of the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS
<TABLE>
<S> <C>
(a)(1)(A) Final Offer to Purchase dated May 24, 2000.
(a)(1)(B) Recommendation Statement on Schedule 14D-9 of the Company
dated May 24, 2000.
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Managers to the Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on May 24, 2000.
(a)(1)(I) Text of press release issued by Hartford Life, Inc., dated
May 18, 2000.
(a)(1)(J) Text of press release issued by The Hartford Financial
Services Group, Inc., dated May 18, 2000.
(a)(1)(K) Letter to stockholders from Ramani Ayer, Chairman of
Hartford Life, Inc., dated May 24, 2000.
(a)(1)(L) Instruction Letter to Participants in The Hartford
Investment and Savings Plan.
(a)(1)(M) Instruction Letter to Participants in the 1997 Hartford
Life, Inc. Employee Stock Purchase Plan.
(a)(5)(A) Complaint of Leo Rosenbluth against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
(a)(5)(B) Complaint of Insource Services, Inc., Smith Barney Prototype
401K Plan against Lowndes A. Smith, Ramani Ayer, Donald R.
Frahm, Thomas M. Marra, David K. Zwiener, Gail Deegan,
Robert W. Selander, Paul G. Kirk, Jr., Robert E. Patricelli,
H. Patrick Swygert, Gordon I. Ulmer, Hartford Life, Inc.,
and The Hartford Financial Services Group, Inc., filed in
the Court of Chancery in the State of Delaware on March 31,
2000.
(a)(5)(C) Complaint of Nathan Gross against Hartford Life, Inc., The
Hartford Financial Services Group, Inc., Gail Deegan,
Lowndes A. Smith, Robert W. Selander, Ramani Ayer, Donald R.
Frahm, Paul G. Kirk, Jr., Thomas M. Marra, Robert E.
Patricelli, H. Patrick Swygert, Gordon I. Ulmer, David K.
Zwiener, filed in the Court of Chancery in the State of
Delaware on March 31, 2000.
(a)(5)(D) Complaint of Joseph Carco against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
</TABLE>
4
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<TABLE>
<S> <C>
(a)(5)(E) Complaint of Leslie Susser against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
(a)(5)(F) Complaint of Dennis E. Murray, Sr. against Lowndes A. Smith,
Ramani Ayer, Donald R. Frahm, Thomas M. Marra, David K.
Zwiener, Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr.,
Robert E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer,
Hartford Life, Inc., and The Hartford Financial Services
Group, Inc., filed in the Court of Chancery in the State of
Delaware on April 3, 2000.
(a)(5)(G) Memorandum of Understanding dated May 17, 2000.
(b) None.
(c)(1) Opinion of Salomon Smith Barney Inc. to the Special
Committee of the Board of Directors of the Company dated May
17, 2000 (included as Annex B of the Offer to Purchase filed
herewith as Exhibit (a)(1)(A)).
(c)(2) Materials presented by Salomon Smith Barney Inc. to the
Special Committee of the Board of Directors of Hartford
Life, Inc. on May 17, 2000.
(d)(1) Agreement and Plan of Merger dated as of May 18, 2000, by
and among The Hartford Financial Services Group, Inc.,
Hartford Fire Insurance Company, HLI Acquisition, Inc. and
Hartford Life, Inc. (included as Annex A of the Offer to
Purchase filed herewith as Exhibit (a)(1)(A)).
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation law
(included as Annex C of the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).
(g) None.
(h) None.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
The information set forth in the INTRODUCTION, SPECIAL FACTORS ("Interests
of Certain Persons in the Offer and the Merger"), SPECIAL FACTORS ("Plans for
the Company After the Offer and the Merger; Certain Effects of the Offer"), THE
TENDER OFFER Section 10 ("Certain Effects of the Offer on the Market for the
Shares"), SPECIAL FACTORS ("Purpose and Structure of the Offer and the Merger;
Reasons of Parent for the Offer and the Merger"), THE TENDER OFFER Section 5
("Certain U.S. Federal Income Tax Consequences"), SPECIAL FACTORS
("Recommendation of the Special Committee and the Company Board; Fairness of the
Offer and the Merger"), SPECIAL FACTORS ("Opinion of the Financial Advisor"),
SPECIAL FACTORS ("Position of Parent and Purchaser Regarding Fairness of the
Offer and the Merger"), THE TENDER OFFER Section 12 ("Certain Conditions to the
Offer"), SPECIAL FACTORS ("Background of the Offer"), SPECIAL FACTORS ("The
Merger Agreement"), SPECIAL FACTORS ("Beneficial Ownership of Common Stock"),
and SPECIAL FACTORS ("Transactions and Arrangements Concerning the Shares") of
the Offer to Purchase and on Schedule II to the Offer to Purchase is
incorporated herein by reference. In addition, Item 14 of Hartford Life's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 and Item 1 of
Hartford Life's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 are incorporated herein by reference.
5
<PAGE> 6
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.
SCHEDULE TO AND SCHEDULE 13E-3
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
By: /s/ RAMANI AYER
------------------------------------
Name: Ramani Ayer
Title: Chairman, President and
Chief Executive Officer
HARTFORD FIRE INSURANCE COMPANY
By: /s/ DAVID K. ZWEINER
------------------------------------
Name: David K. Zweiner
Title: President and Chief Operating
Officer
SCHEDULE 13E-3
HARTFORD LIFE, INC.
By: /s/ LOWNDES A. SMITH
------------------------------------
Name: Lowndes A. Smith
Title: President and Chief Executive
Officer
Date: May 24, 2000
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1)(A) Final Offer to Purchase dated May 24, 2000.
(a)(1)(B) Recommendation Statement on Schedule 14D-9 of the Company,
dated May 24, 2000.
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Managers to the Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on May 24, 2000.
(a)(1)(I) Text of press release issued by Hartford Life, Inc., dated
May 18, 2000.
(a)(1)(J) Text of press release issued by The Hartford Financial
Services Group, Inc., dated May 18, 2000.
(a)(1)(K) Letter to stockholders from Ramani Ayer, Chairman of
Hartford Life, Inc., dated May 24, 2000.
(a)(1)(L) Instruction Letter to Participants in The Hartford
Investment and Savings Plan.
(a)(1)(M) Instruction Letter to Participants in the 1997 Hartford
Life, Inc. Employee Stock Purchase Plan.
(a)(5)(A) Complaint of Leo Rosenbluth against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
(a)(5)(B) Complaint of Insource Services, Inc., Smith Barney Prototype
401K Plan against Lowndes A. Smith, Ramani Ayer, Donald R.
Frahm, Thomas M. Marra, David K. Zwiener, Gail Deegan,
Robert W. Selander, Paul G. Kirk, Jr., Robert E. Patricelli,
H. Patrick Swygert, Gordon I. Ulmer, Hartford Life, Inc.,
and The Hartford Financial Services Group, Inc., filed in
the Court of Chancery in the State of Delaware on March 31,
2000.
(a)(5)(C) Complaint of Nathan Gross against Hartford Life, Inc., The
Hartford Financial Services Group, Inc., Gail Deegan,
Lowndes A. Smith, Robert W. Selander, Ramani Ayer, Donald R.
Frahm, Paul G. Kirk, Jr., Thomas M. Marra, Robert E.
Patricelli, H. Patrick Swygert, Gordon I. Ulmer, David K.
Zwiener, filed in the Court of Chancery in the State of
Delaware on March 31, 2000.
(a)(5)(D) Complaint of Joseph Carco against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(5)(E) Complaint of Leslie Susser against Lowndes A. Smith, Ramani
Ayer, Donald R. Frahm, Thomas M. Marra, David K. Zwiener,
Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer, Hartford
Life, Inc., and The Hartford Financial Services Group, Inc.,
filed in the Court of Chancery in the State of Delaware on
March 31, 2000.
(a)(5)(F) Complaint of Dennis E. Murray, Sr. against Lowndes A. Smith,
Ramani Ayer, Donald R. Frahm, Thomas M. Marra, David K.
Zwiener, Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr.,
Robert E. Patricelli, H. Patrick Swygert, Gordon I. Ulmer,
Hartford Life, Inc., and The Hartford Financial Services
Group, Inc., filed in the Court of Chancery in the State of
Delaware on April 3, 2000.
(a)(5)(G) Memorandum of Understanding, dated May 17, 2000.
(b) None.
(c)(1) Opinion of Salomon Smith Barney Inc. to the Special
Committee of the Board of Directors of the Company, dated
May 17, 2000 (included as Annex B of the Offer to Purchase
filed herewith as Exhibit (a)(1)(A)).
(c)(2) Materials presented by Salomon Smith Barney Inc. to the
Special Committee of the Board of Directors of Hartford
Life, Inc. on May 17, 2000.
(d)(1) Agreement and Plan of Merger dated as of May 18, 2000, by
and among The Hartford Financial Services Group, Inc.,
Hartford Fire Insurance Company, HLI Acquisition, Inc. and
Hartford Life, Inc. (included as Annex A of the Offer to
Purchase filed herewith as Exhibit (a)(1)(A)).
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation law
(included as Annex C of the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).
(g) None.
(h) None.
</TABLE>
<PAGE> 1
EXHIBIT (a)(1)(A)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
AT
$50.50 NET PER SHARE
BY
HARTFORD FIRE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER DATED
AS OF MAY 18, 2000, BY AND AMONG THE HARTFORD FINANCIAL SERVICES GROUP, INC.
("PARENT"), HARTFORD FIRE INSURANCE COMPANY ("PURCHASER"), HLI ACQUISITION, INC.
("MERGER SUB") AND HARTFORD LIFE, INC. (THE "COMPANY").
THE BOARD OF DIRECTORS OF THE COMPANY, BASED UPON THE UNANIMOUS
RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF THE BOARD, (A)
UNANIMOUSLY DETERMINED THAT THE TERMS OF EACH OF THE OFFER, THE MERGER AND OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY'S STOCKHOLDERS (OTHER THAN PARENT, PURCHASER AND MERGER
SUB), (B) UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT, AND (C) UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER AND, IF APPLICABLE, ADOPT THE MERGER AGREEMENT.
ON MAY 17, 2000, SALOMON SMITH BARNEY INC., FINANCIAL ADVISOR TO THE
SPECIAL COMMITTEE, DELIVERED AN OPINION TO THE SPECIAL COMMITTEE TO THE EFFECT
THAT, AS OF SUCH DATE AND SUBJECT TO THE ASSUMPTIONS AND LIMITATIONS CONTAINED
THEREIN, THE CONSIDERATION TO BE RECEIVED IN THE OFFER AND THE MERGER BY THE
COMPANY'S STOCKHOLDERS (OTHER THAN PARENT AND ITS AFFILIATES) WAS FAIR TO SUCH
HOLDERS FROM A FINANCIAL POINT OF VIEW. SEE "SPECIAL FACTORS -- OPINION OF
FINANCIAL ADVISOR."
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE TENDER OFFER --
SECTION 12. CERTAIN CONDITIONS TO THE OFFER."
------------------------
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
May 24, 2000
<PAGE> 2
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of Class A Common Stock, par value $.01 per share, of the Company (the
"Shares" or the "Company Common Stock") should either (i) complete and sign the
enclosed Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such stockholder's signature
thereon guaranteed (if required by Instruction 1 to the Letter of Transmittal),
mail or deliver the Letter of Transmittal (or a facsimile thereof) and any other
required documents to the Depositary (as defined herein) and either deliver the
certificates for such Shares along with the Letter of Transmittal to the
Depositary or tender such Shares pursuant to the procedures for book-entry
transfer set forth in "THE TENDER OFFER -- Section 3. Procedures for Tendering
Shares" or (ii) request such stockholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such stockholder.
Any stockholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee to tender such Shares.
------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
May 24, 2000
2
<PAGE> 3
ANY STOCKHOLDER WHO DESIRES TO TENDER SHARES AND WHOSE CERTIFICATES
EVIDENCING SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH
THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN THIS OFFER TO PURCHASE ON A
TIMELY BASIS, OR WHO CANNOT DELIVER ALL REQUIRED DOCUMENTS TO THE DEPOSITARY
PRIOR TO THE EXPIRATION OF THE OFFER, MAY TENDER SUCH SHARES BY FOLLOWING THE
PROCEDURES FOR GUARANTEED DELIVERY SET FORTH IN "THE TENDER OFFER -- SECTION 3.
PROCEDURES FOR TENDERING SHARES."
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials may
be directed to Georgeson Shareholder Communications Inc. (the "Information
Agent") or Goldman, Sachs & Co. (the "Dealer Managers") at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase. Stockholders may also contact brokers, dealers, commercial banks or
trust companies for assistance concerning the Offer.
------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
THIS TRANSACTION OR PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR
UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
A TENDER OF SHARES BY A STOCKHOLDER THAT IS AN EMPLOYEE BENEFIT PLAN
COVERED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), MIGHT, UNDER CERTAIN LIMITED CIRCUMSTANCES, RAISE ISSUES UNDER ERISA
RULES THAT PROHIBIT (AMONG OTHER THINGS) SALE AND EXCHANGE TRANSACTIONS BETWEEN
PLANS AND "PARTIES IN INTEREST", INCLUDING SERVICE PROVIDERS. IN THIS REGARD,
PARENT AND CERTAIN OF ITS AFFILIATES ARE IN THE BUSINESS OF PROVIDING SERVICES
TO ERISA-COVERED PLANS. PERSONS ACTING FOR AN ERISA-COVERED PLAN IN CONNECTION
WITH THIS OFFER SHOULD CONSIDER CONSULTING WITH COUNSEL ON THESE MATTERS.
3
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TABLE OF CONTENTS
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<S> <C>
SUMMARY TERM SHEET.......................................... 1
INTRODUCTION................................................ 5
SPECIAL FACTORS............................................. 7
Background of the Offer................................... 7
Recommendation of the Special Committee and the Company
Board; Fairness of the Offer and the Merger............ 10
Opinion of the Financial Advisor.......................... 13
Position of Parent and Purchaser Regarding Fairness of the
Offer and the Merger................................... 20
Purpose and Structure of the Offer and the Merger; Reasons
of Parent for the Offer and the Merger................. 21
Plans for the Company After the Offer and the Merger;
Certain Effects of the Offer........................... 22
Interests of Certain Persons in the Offer and the
Merger................................................. 22
The Merger Agreement...................................... 23
Dissenters' Rights........................................ 29
Beneficial Ownership of Common Stock...................... 32
Transactions and Arrangements Concerning the Shares....... 33
Related Party Transactions................................ 34
THE TENDER OFFER
1. Terms of the Offer; Expiration Date................... 36
2. Acceptance for Payment and Payment for Shares......... 37
3. Procedures for Tendering Shares....................... 38
4. Withdrawal Rights..................................... 41
5. Certain U.S. Federal Income Tax Consequences.......... 42
6. Price Range of Shares; Dividends...................... 43
7. Certain Information Concerning the Company............ 43
8. Certain Information Concerning Parent and Purchaser... 46
9. Source and Amount of Funds............................ 47
10. Certain Effects of the Offer on the Market for the
Shares................................................. 47
11. Fees and Expenses..................................... 48
12. Certain Conditions to the Offer....................... 48
13. Certain Legal Matters................................. 50
14. Miscellaneous......................................... 52
SCHEDULE I
1. Directors and Executive Officers of Parent............. 53
2. Directors and Executive Officers of Purchaser.......... 55
3. Directors and Executive Officers of the Company........ 57
</TABLE>
<TABLE>
<S> <C>
SCHEDULE II................................................. 60
ANNEX A -- AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18,
2000, BY AND AMONG THE HARTFORD FINANCIAL SERVICES GROUP,
INC., HARTFORD FIRE INSURANCE COMPANY, HLI ACQUISITION,
INC. AND HARTFORD LIFE, INC.
ANNEX B -- OPINION OF SALOMON SMITH BARNEY INC.
ANNEX C -- EXCERPTS FROM THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE RELATING TO THE RIGHTS OF DISSENTING
STOCKHOLDERS PURSUANT TO SECTION 262
</TABLE>
i
<PAGE> 5
SUMMARY TERM SHEET
Hartford Fire Insurance Company is offering to purchase all the outstanding
shares of Class A Common Stock of Hartford Life, Inc. for $50.50 per share in
cash. The following are some of the questions that you, as a stockholder of
Hartford Life, may have and answers to those questions. We urge you to carefully
read the remainder of this Offer to Purchase and the accompanying Letter of
Transmittal because the information in this summary is not complete and
additional important information is contained in the remainder of this Offer to
Purchase and the accompanying Letter of Transmittal.
- - WHO IS OFFERING TO BUY MY SECURITIES?
The offer to purchase all the outstanding shares of Class A Common Stock of
Hartford Life is being made by Hartford Fire Insurance Company, a Connecticut
corporation and a wholly owned subsidiary of Hartford Financial Services Group,
Inc. As of the date hereof, Hartford Fire owns 114,000,000 shares of Hartford
Life's Class B Common Stock which are immediately convertible into 114,000,000
shares of Class A Common Stock and which represent approximately 81.5% of the
outstanding common stock of the Company and approximately 95.6% of the voting
power of outstanding common stock of the Company as of February 29, 2000. See
"THE TENDER OFFER -- Section 8. Certain Information Concerning Parent and
Purchaser."
Hartford Financial Services Group is one of the nation's largest insurance
and financial services companies, with 1999 revenues of $13.5 billion. As of
March 31, 2000, Hartford Financial Services Group had assets of $172.4 billion
and stockholders' equity of $5.7 billion. Hartford Financial Services Group is a
leading provider of investment products, life insurance and employee benefits;
automobile and homeowners products; commercial property and casualty insurance;
and reinsurance. See "THE TENDER OFFER -- Section 8. Certain Information
Concerning Parent and Purchaser."
- - WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
We are seeking to purchase all of Hartford Life's outstanding Class A
Common Stock. See "INTRODUCTION."
- - HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
We are offering to pay $50.50 per Share, net to you in cash. If you are the
record owner of your Shares and you tender your Shares to us in the Offer, you
will not have to pay brokerage fees or similar expenses to the Dealer Managers,
the Information Agent or the Depositary. If you own your Shares through a broker
or other nominee, and your broker tenders your Shares on your behalf, your
broker or nominee may charge you a fee for doing so. You should consult your
broker or nominee to determine whether any charges will apply. See
"INTRODUCTION" and "THE TENDER OFFER -- Section 3. Procedures for Tendering
Shares."
- - WILL I BE ENTITLED TO THE SECOND QUARTER DIVIDEND?
If you are a stockholder of record at the close of business on June 1,
2000, you will be entitled to receive a dividend of $.10 per Share, payable on
July 3, 2000. Stockholders who tender their Shares prior to June 1, 2000 will be
considered holders of record at the close of business on such date and will be
entitled to receive the dividend. See "THE TENDER OFFER -- Section 6. Price
Range of Shares, Dividends."
- - DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
Hartford Financial Services Group, the parent company of Hartford Fire,
will provide us with sufficient funds to purchase all Shares validly tendered
and not withdrawn in the Offer and to provide
<PAGE> 6
funding for the second-step merger of a newly formed subsidiary of Hartford Fire
with and into Hartford Life, which is expected to follow the successful
completion of the Offer. We anticipate that all of these funds will be obtained
through commercial paper borrowings or possibly other debt financings and
internally generated funds of Hartford Financial Services Group and its
subsidiaries. The Offer is not conditioned upon any financing arrangements. See
"THE TENDER OFFER -- Section 9. Source and Amount of Funds."
- - IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?
We do not think our financial condition is relevant to your decision
whether to tender in the Offer because the form of payment consists solely of
cash, and all of our funding will come from commercial paper facilities, or
other debt financings and internally generated funds of The Hartford and its
subsidiaries. Additionally, the Offer is not subject to any financing condition.
See "THE TENDER OFFER -- Section 9. Source and Amount of Funds."
- - HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You will have at least until 12:00 midnight, New York City time, on
Wednesday, June 21, 2000, to decide whether to tender your Shares in the Offer.
Further, if you cannot deliver everything that is required in order to make a
valid tender by that time, you may be able to use a guaranteed delivery
procedure, which is described later in this Offer to Purchase. See "THE TENDER
OFFER -- Section 3. Procedures for Tendering Shares."
- - CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?
Subject to the terms of the Merger Agreement, we can extend the Offer
without the consent of the Company. We have agreed in the Merger Agreement that
we may extend the Offer from time to time until August 16, 2000 if certain
conditions to the Offer have not been satisfied. See "THE TENDER
OFFER -- Section 1. Terms of the Offer; Expiration Date."
- - HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we extend the Offer, we will inform The Bank of New York (which is the
Depositary for the Offer) of that fact, and will make a public announcement of
the extension, not later than 9:00 a.m., New York City time, on the next
business day after the day on which the offer was scheduled to expire. See "THE
TENDER OFFER -- Section 1. Terms of the Offer; Expiration Date."
- - HOW DO I TENDER MY SHARES?
To tender your Shares, you must deliver the certificates evidencing your
Shares, together with a completed Letter of Transmittal, to The Bank of New
York, the Depositary for the Offer, not later than the time the Offer expires.
If your Shares are held in street name (that is, through a broker, dealer or
other nominee), the Shares can be tendered by your nominee through The
Depository Trust Company. If you are unable to deliver something that is
required to the Depositary by the expiration of the Offer, you may obtain extra
time to do so by having a broker, bank or other fiduciary who is a member of the
Securities Transfer Agent Medallion Program or other eligible institution
guarantee that the missing items will be received by the Depositary within three
New York Stock Exchange, Inc. trading days. However, the Depositary must receive
the missing items within that three-day trading period or your Shares will not
be validly tendered. See "THE TENDER OFFER -- Section 3. Procedures for
Tendering Shares."
- - UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
You can withdraw previously tendered Shares at any time until the Offer has
expired and, if we have not agreed to accept your Shares for payment by July 22,
2000, you can withdraw them at any time after such time until we do accept your
Shares for payment. This right to withdraw will not apply
2
<PAGE> 7
to any subsequent offering period. See "THE TENDER OFFER -- Section 1. Terms of
the Offer; Expiration Date" and "-- Section 4. Withdrawal Rights."
- - HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
To withdraw Shares you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the Depositary while you
still have the right to withdraw the Shares. See "THE TENDER OFFER -- Section
4. Withdrawal Rights."
- - WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER?
The Board of Directors of the Company, based upon the unanimous
recommendation of the Special Committee, (i) unanimously determined that the
terms of each of the Offer, the Merger and the other transactions contemplated
by the Merger Agreement are fair to and in the best interests of the Company's
stockholders (other than Hartford Financial Services Group, Hartford Fire and
Merger Sub), (ii) unanimously approved the Merger Agreement and the transactions
contemplated by the Merger Agreement, and (iii) unanimously recommends that you
accept the Offer and tender your Shares in the Offer and, if applicable, adopt
the Merger Agreement. See "SPECIAL FACTORS -- Recommendation of the Special
Committee and the Company Board; Fairness of the Offer and the Merger."
- - FOLLOWING THE TENDER OFFER, WILL HARTFORD LIFE CONTINUE AS A PUBLIC COMPANY?
No. If the Merger takes place, Hartford Life will no longer be publicly
owned. Even if the Merger does not take place, if we purchase all the tendered
Shares, there may be so few remaining stockholders and publicly held Shares that
the Shares will no longer be eligible to be traded on the New York Stock
Exchange or other securities markets, there may not be a public trading market
for the Shares and Hartford Life may cease being required to comply with SEC
rules governing publicly held companies in the way it currently must comply with
these rules. See "SPECIAL FACTORS -- Plans for the Company After the Offer and
the Merger; Certain Effects of the Offer."
- - WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF NOT ALL OF THE PUBLICLY
TRADED SHARES OF HARTFORD LIFE ARE TENDERED IN THE OFFER?
Yes. Following the Offer, Merger Sub, a subsidiary of Hartford Fire formed
for such purpose, will be merged with and into Hartford Life. If the Merger
takes place, Hartford Life will become a wholly owned subsidiary of Hartford
Financial Services Group, and all of the remaining stockholders of Hartford Life
(other than Hartford Financial Services Group, Hartford Fire and Merger Sub)
will receive $50.50 per Share in cash (or any other higher price per Share which
is paid in the Offer). See "SPECIAL FACTORS -- The Merger Agreement -- The
Merger."
- - IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
If the Merger described above takes place, stockholders not tendering in
the Offer will receive the same amount of cash per Share which they would have
received had they tendered their Shares in the Offer. Therefore, if the Merger
takes place, the only difference to you between tendering your Shares and not
tendering your Shares is that you will be paid earlier if you tender your Shares
in the Offer. Notwithstanding the foregoing, if you are entitled to demand, and
properly demand, appraisal of your Shares pursuant to Section 262 of the
Delaware General Corporation Law, you will not receive cash in the Merger, but
rather you will be entitled to payment of the fair value of such shares in
accordance with Section 262. However, if for some reason the Merger does not
take place, the number of stockholders and of Shares which are still in the
hands of the public may be so small that there will no longer be an active
public trading market (or, possibly, any trading market) for the Shares. Also,
as described above, Hartford Life may cease being required to comply with the
SEC rules relating to publicly held companies in the way it currently must
comply with these rules. See
3
<PAGE> 8
"SPECIAL FACTORS -- Plans for the Company After the Offer and the Merger;
Certain Effects of the Offer" and "-- Dissenters' Rights."
- - WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
On March 27, 2000, the last trading day before the submission of Hartford
Financial Services Group's initial proposal to the Hartford Life, the last sale
price of the Shares reported on the New York Stock Exchange was $40.50 per
Share. On May 17, 2000, the last trading day before we announced the companies'
agreement on the Offer and the Merger, the last sale price of the Shares
reported on the New York Stock Exchange was $49.4375 per Share. On May 23, 2000,
the last full trading day prior to the commencement of the Offer, the last sale
price of the Shares reported on the New York Stock Exchange was $50.19 per
Share. We advise you to obtain a recent quotation for the Shares in deciding
whether to tender your Shares. See "THE TENDER OFFER -- Section 6. Price Range
of Shares; Dividends."
- - WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
You can call Georgeson Shareholder Communications Inc. at (212) 440-9800
(banks and brokers call collect) or (800) 223-2064 (call toll free) or Goldman,
Sachs & Co. at (212) 902-1000 (call collect) or (800) 323-5678 (call toll free).
Georgeson Shareholder Communications Inc. is acting as the Information Agent for
our Offer, and Goldman, Sachs & Co. is acting as the Dealer Managers for our
Offer. See the back cover of this Offer to Purchase.
4
<PAGE> 9
To the Holders of Class A Common Stock
of Hartford Life, Inc.:
INTRODUCTION
Hartford Fire Insurance Company, a Connecticut corporation ("Purchaser"),
hereby offers to purchase all the outstanding shares of Class A Common Stock,
par value $.01 per share (the "Shares" or the "Company Common Stock"), of
Hartford Life, Inc., a Delaware corporation (the "Company"), at $50.50 per
Share, net to the seller in cash (the "Offer Price"), upon the terms and subject
to the conditions set forth in this Offer to Purchase and in the related Letter
of Transmittal (which together, as they may be amended from time to time,
constitute the "Offer"). Purchaser is a wholly owned subsidiary of The Hartford
Financial Services Group, Inc., a Delaware corporation ("Parent"). As of the
date hereof, Purchaser owns 114,000,000 shares of the Company's Class B Common
Stock, par value $.01 per share (the "Class B Common Stock"), which are
immediately convertible at the option of Parent into 114,000,000 Shares and
represent approximately 81.5% of the outstanding common stock of the Company and
approximately 95.6% of the voting power of the outstanding common stock of the
Company as of February 29, 2000. Purchaser will pay all charges and expenses of
Goldman, Sachs & Co., as the Dealer Managers (the "Dealer Managers"), Georgeson
Shareholder Communications Inc., as the Information Agent (the "Information
Agent"), and The Bank of New York, as the Depositary (the "Depositary"),
incurred in connection with the Offer. Tendering stockholders will not be
obligated to pay brokerage fees or commissions to the Dealer Managers, the
Information Agent or the Depositary or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to
the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD"), BASED UPON THE
UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF THE
COMPANY BOARD (THE "SPECIAL COMMITTEE"), (A) UNANIMOUSLY DETERMINED THAT THE
TERMS OF EACH OF THE OFFER AND THE MERGER (AS DEFINED BELOW) AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED BELOW) ARE FAIR TO
AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS (OTHER THAN PARENT,
PURCHASER AND MERGER SUB (AS DEFINED BELOW)), (B) UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND
(C) UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER AND, IF APPLICABLE, ADOPT THE MERGER
AGREEMENT.
ON MAY 17, 2000, SALOMON SMITH BARNEY INC. ("SALOMON SMITH BARNEY"),
FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE, DELIVERED AN OPINION TO THE SPECIAL
COMMITTEE TO THE EFFECT THAT, AS OF SUCH DATE AND SUBJECT TO THE ASSUMPTIONS AND
LIMITATIONS SET FORTH THEREIN, THE CONSIDERATION TO BE RECEIVED BY THE COMPANY'S
STOCKHOLDERS (OTHER THAN PARENT AND ITS AFFILIATES) IN THE OFFER AND THE MERGER
WAS FAIR FROM A FINANCIAL POINT OF VIEW TO SUCH STOCKHOLDERS. SEE "SPECIAL
FACTORS -- OPINION OF FINANCIAL ADVISOR."
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE TENDER OFFER --
SECTION 12. CERTAIN CONDITIONS TO THE OFFER."
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of May 18, 2000 (the "Merger Agreement"), by and among Parent, Purchaser, HLI
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Purchaser ("Merger Sub"), and the Company. Pursuant to the Merger Agreement, as
soon as practicable after the completion of the Offer and the satisfaction or
waiver of the conditions set forth in the Merger Agreement, Purchaser intends to
transfer all of the Shares purchased by it in the Offer and all of the shares of
Class B Common Stock held by it to Merger Sub. Merger Sub will then be merged
with and into the Company
5
<PAGE> 10
(the "Merger") in accordance with the applicable provisions of the Delaware
General Corporation Law (the "DGCL"). Following the Merger, the Company shall be
the surviving corporation (the "Surviving Corporation") and the separate
existence of Merger Sub shall cease. At the effective time of the Merger (the
"Effective Time"), (i) each issued and outstanding Share (other than Shares
owned (or held in the treasury) by the Company or any of its wholly owned
subsidiaries, Parent, Purchaser or Merger Sub, and Shares held by stockholders
who properly exercise appraisal rights (the "Appraisal Shares") under the DGCL
and restricted shares held pursuant to the Company's stock plans) will be
converted into and represent the right to receive the Offer Price (the "Merger
Consideration"), and (ii) each share of common stock, par value $.01 per share,
of Merger Sub, then issued and outstanding will be converted into and become one
share of common stock of the Surviving Corporation. See "SPECIAL FACTORS -- The
Merger Agreement" for a description of the Merger and the Merger Agreement.
If Purchaser owns 90% or more of the outstanding Shares as a result of the
Offer, then Purchaser intends to transfer all of the Shares purchased by
Purchaser in the Offer and all shares of Class B Common Stock to Merger Sub and
cause Merger Sub to effect the Merger as a "short-form" merger under the DGCL,
without a vote of the stockholders of the Company (a "Short-Form Merger"). In
connection with the Merger, Purchaser has agreed to convert all shares of Class
B Common Stock into Company Common Stock. If a vote of the stockholders of the
Company is necessary to effect the Merger, Parent has agreed in the Merger
Agreement to cause to be voted all Shares and shares of Class B Common Stock
owned by it and its subsidiaries in favor of the adoption of the Merger
Agreement. See "SPECIAL FACTORS -- The Merger Agreement."
Purchaser has been advised by the Company that, to the best of the
Company's knowledge, after making reasonable inquiry, each of the Company's
executive officers, directors and affiliates, other than those individuals, if
any, for whom the tender of Shares could cause them to incur liability under the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or to the extent their shares are Company Restricted
Shares (as defined in the Merger Agreement), and other than those individuals
who intend to make charitable contributions of Shares, currently intends to
tender pursuant to the Offer or sell all Shares held of record or beneficially
owned by them as of the date hereof. See "SPECIAL FACTORS -- Interests of
Certain Persons in the Offer and the Merger."
The information contained in this Offer to Purchase concerning the Company,
including, without limitation, information about the deliberations of the
Company Board and the Special Committee in connection with the Offer and the
Merger and the opinion of Salomon Smith Barney, the Special Committee's
financial advisor, was supplied by the Company. Neither of Parent nor Purchaser
takes any responsibility for the accuracy of such information.
STOCKHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE RELATED
LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.
6
<PAGE> 11
SPECIAL FACTORS
BACKGROUND OF THE OFFER
In early 2000, Parent began to examine Parent's ownership interest in the
Company, particularly with a view to the acquisition of the publicly held
Shares. In early March, Parent retained Goldman, Sachs & Co. to render financial
advisory and investment banking services to Parent in connection with the review
of a potential transaction involving the acquisition by Parent of the publicly
held Shares.
In early March 2000, Parent retained Cravath, Swaine & Moore to act as
legal advisor in connection with any potential transaction.
During March 2000, representatives of Parent participated in meetings and
telephone conversations with Goldman Sachs and Cravath, Swaine & Moore to
discuss the financial and legal aspects of an acquisition by Parent of the
publicly held Shares.
On March 23, 2000, Ramani Ayer, the Company's Chairman of the Board, spoke
with Gail Deegan and Robert E. Patricelli, the Company's two independent
directors, regarding Parent's intent to make an offer to purchase all of the
publicly held Shares.
On March 27, 2000, at a special meeting, the Board of Directors of Parent
determined that it was advisable to submit a proposal to the Company Board for
the acquisition by Parent of all of the Shares for $44 per share in cash.
On March 27, 2000, at a meeting of the Company Board, Parent submitted a
proposal to the Company Board for the acquisition by Parent of all of the Shares
for $44 per share in cash. The proposal contemplated a "single-step" merger,
without a tender offer. In addition, Parent stated in its proposal that it did
not wish to consider or participate in any possible alternatives relating to the
sale of its shares of Company Common Stock.
At the meeting, the Company Board determined that it was advisable to form
the Special Committee, consisting of Gail Deegan and Robert E. Patricelli,
neither of whom is employed by or affiliated with the Company (except in their
capacities as directors) or Parent or any of its affiliates, to examine on
behalf of the Company the proposal. The Special Committee was authorized by the
Company Board to retain legal and financial advisors to assist it in its
examination and to receive, study, negotiate and make recommendations to the
Company Board in connection with Parent's proposed transaction. On March 27,
2000, the Special Committee retained Willkie Farr & Gallagher to act as legal
advisor to the Special Committee. The retention of Willkie Farr & Gallagher was
confirmed in an engagement letter dated March 31, 2000.
On March 31, 2000, Parent and the Company publicly announced the proposal
and the formation of the Special Committee.
On March 31, 2000, five lawsuits seeking class action status were filed in
the Delaware Court of Chancery by purported stockholders of the Company against
Parent, the Company and the Company's directors in connection with Parent's
proposal. On April 3, 2000, an additional lawsuit seeking class action status
was filed in the Delaware Court of Chancery. See "THE TENDER OFFER -- Section
13. Certain Legal Matters -- Litigation."
On March 31, 2000, the Special Committee met with representatives of its
counsel, who reviewed with the Special Committee the duties of the members of
the Special Committee under applicable law and the process for the proposed
transaction. Subsequent to the March 31 meeting, the Special Committee met with
several nationally recognized investment banking firms for possible retention to
act as financial advisor to the Special Committee. On April 3, 2000, after
further discussions among the members of the Special Committee and its counsel,
the Special Committee retained Salomon Smith Barney to act as its financial
advisor.
7
<PAGE> 12
Over the next several weeks, in order to evaluate the proposal on behalf of
the Special Committee, Salomon Smith Barney conducted a review of the
businesses, financial condition, results of operations, prospects, business
strategy and competitive position of the Company, as well as a review of the
industry in general. At the same time, counsel to the Special Committee
performed legal due diligence. On April 4 and 10, 2000, the Special Committee
met with Salomon Smith Barney and Willkie Farr & Gallagher. At these meetings,
Salomon Smith Barney advised the Special Committee of the progress of its due
diligence investigation.
On April 6-7, 2000, as part of their due diligence process, Salomon Smith
Barney and Willkie Farr & Gallagher met with the Company's senior management
team. On April 12, 2000, Salomon Smith Barney conducted additional due diligence
meetings with senior management of both the Company and Parent.
On April 17, 2000, Salomon Smith Barney met with the members of the Special
Committee and provided a preliminary report on its due diligence review and the
preliminary results of its valuation analysis. At this meeting Salomon Smith
Barney also discussed its preliminary evaluation of Parent's proposal.
The Special Committee met again the following day with Salomon Smith Barney
and Willkie Farr & Gallagher to discuss how Salomon Smith Barney, on behalf of
the Special Committee, should respond to Parent's initial proposal in a meeting
scheduled for later that day with Goldman Sachs.
On April 18, 2000, Salomon Smith Barney and Goldman Sachs met to discuss
Parent's proposal and the Special Committee's counterproposal. On April 19,
2000, Salomon Smith Barney updated the Special Committee as to the status of the
meeting with Goldman Sachs.
Over the next two weeks, Salomon Smith Barney continued to discuss the
price of the transaction with Goldman Sachs. On April 28 and May 1, 2000,
Salomon Smith Barney updated the Special Committee as to the status of the
discussions with Goldman Sachs.
On May 3, 2000, a representative of Goldman Sachs indicated to a
representative of Salomon Smith Barney that Parent would be willing to increase
its offer.
The Special Committee met later that day to discuss Parent's revised offer.
The Special Committee decided to lower its proposal price, which Salomon Smith
Barney communicated later that day to Goldman Sachs.
On May 6, 2000, Ramani Ayer called Gail Deegan to discuss the status of the
negotiations and the process to date.
On May 8, 2000, Salomon Smith Barney and Goldman Sachs continued their
discussions in an effort to have their principals reach agreement on the per
Share price of the transaction. Each of Salomon Smith Barney and Goldman Sachs
kept their principals fully informed throughout the discussions.
Also on May 8, 2000, Robert Patricelli left a voicemail message for Ramani
Ayer suggesting a meeting of the principals and their advisors. On May 11, 2000,
Ramani Ayer called Robert Patricelli to agree to the meeting.
On May 12, 2000, the Special Committee met to discuss the status of
discussions between Salomon Smith Barney and Goldman Sachs. A meeting with
Parent and the Special Committee and their respective financial advisors was
scheduled for Monday, May 15, 2000.
On May 15, 2000, Ramani Ayer, David Zwiener, Gail Deegan, Robert Patricelli
and representatives of Goldman Sachs and Salomon Smith Barney met. At the
meeting, Parent and the Special Committee agreed to a transaction price range of
$50-$51 per Share. Later that day, counsel to Parent clarified to counsel to the
Special Committee that the offer now contemplated a tender offer followed by a
"second-step" merger, rather than the "one-step" merger previously discussed.
8
<PAGE> 13
On May 17, 2000, the Special Committee met with Salomon Smith Barney and
Willkie Farr & Gallagher to discuss the final price and review the open issues
on the Merger Agreement. Following the meeting, Parent's Chairman and the
members of the Special Committee agreed upon the price and terms of the
transaction, subject to the approval of the Special Committee and the Company
and Parent Boards.
Later on May 17, the Special Committee met with its advisors to consider
the price and terms of the Merger Agreement as negotiated. Salomon Smith Barney
presented its financial analyses to the Special Committee regarding the fairness
of the price from a financial point of view, and Willkie Farr & Gallagher
reviewed the fiduciary duties of the Special Committee. Salomon Smith Barney
then delivered its oral opinion, later confirmed in writing, to the effect that,
based upon and subject to certain stated assumptions and limitations, as of May
17, 2000, the $50.50 per Share to be received by the stockholders of the Company
(other than Parent and its affiliates) in the Offer and the Merger was fair from
a financial point of view to such holders. After further discussion and
deliberation, the Special Committee (i) unanimously determined to recommend that
each of the Offer, the Merger and the other transactions contemplated by the
Merger Agreement was fair to and in the best interests of the Company's
stockholders (other than Parent, Purchaser and Merger Sub), (ii) unanimously
determined to recommend that the Company Board approve the Merger Agreement and
the transactions contemplated thereby and (iii) unanimously recommended that the
Company's stockholders accept the Offer and tender their Shares pursuant to the
Offer and, if applicable, adopt the Merger Agreement.
On the afternoon of May 17, 2000, there was a special meeting of the full
Company Board. Also present at the meeting by telephone were Salomon Smith
Barney as the Special Committee's financial advisor and Willkie Farr & Gallagher
and Cravath, Swaine & Moore, as the Special Committee's and Parent's respective
legal advisors. The Special Committee indicated that it had accepted and
approved Parent's offer to acquire the publicly held Shares at a price of $50.50
per Share, and concluded that the terms of the proposed transaction are fair to,
and in the best interests of, the stockholders of the Company (other than
Parent, Purchaser and Merger Sub). The Special Committee then recommended that
the Company Board (i) approve the Merger Agreement and the transactions
contemplated thereby, (ii) determine that the terms of the Offer, the Merger and
the other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the stockholders of the Company (other than Parent,
Purchaser and Merger Sub), (iii) recommend that the holders of Shares accept the
Offer and adopt the Merger Agreement and (iv) declare that the Merger Agreement
is advisable. Representatives of Cravath, Swaine & Moore reviewed the terms of
the transaction and Salomon Smith Barney summarized the analysis that it had
presented to the Special Committee regarding the fairness of the price from a
financial point of view and advised the Company Board of the opinion it had
rendered to the Special Committee with respect to the proposed transaction.
After deliberation, the Company Board, based upon the recommendation of the
Special Committee, unanimously determined that the terms of each of the Offer,
the Merger and the other transactions contemplated by the Merger Agreement are
fair to and in the best interests of the Company's stockholders (other than
Parent, Purchaser and Merger Sub), unanimously approved the Merger Agreement and
the transactions contemplated by the Merger Agreement, and unanimously
recommended that the Company's stockholders accept the Offer and tender their
Shares pursuant to the Offer and, if applicable, adopt the Merger Agreement. At
this meeting, the Company Board also declared a quarterly dividend of $.10 per
Share, payable July 3, 2000, to shareholders of record at the close of business
on June 1, 2000.
During the early evening of May 17, 2000, there was a special meeting of
the Parent Board. Also present at the meeting by telephone were Goldman Sachs
and representatives of Cravath, Swaine & Moore. Goldman Sachs summarized the
financial terms of the transaction and related matters and Cravath summarized
the other terms of the transaction and related matters. After deliberation, the
members of the Parent Board unanimously determined that it is desirable and in
the best interests of
9
<PAGE> 14
Parent to acquire all outstanding equity securities of the Company not presently
owned by Parent or its wholly owned subsidiaries at a price per Share of $50.50.
On May 17, 2000, a memorandum of understanding was executed by all parties
to the stockholder actions pending in connection with the proposed transaction.
The memorandum of understanding reflects the terms of an agreement in principle
providing for the settlement of all such stockholder actions and a full release
of all claims concerning the proposed transaction.
As of May 18, 2000, Parent, Purchaser, Merger Sub and the Company entered
into the Merger Agreement. On May 18, 2000, Parent and the Company publicly
announced the transaction.
RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE COMPANY BOARD; FAIRNESS OF THE
OFFER AND THE MERGER
RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE COMPANY BOARD
The Company. On May 17, 2000, the Special Committee unanimously determined
that the terms of each of the Offer, the Merger and the other transactions
contemplated by the Merger Agreement are fair to, and in the best interest of,
the stockholders of the Company (other than Parent, Purchaser and Merger Sub),
and unanimously determined to recommend that the Company Board (i) approve the
Merger Agreement and the transactions contemplated thereby, (ii) determine that
the Offer, the Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of the stockholders of the
Company (other than Parent, Purchaser and Merger Sub), (iii) recommend that the
holders of Shares accept the Offer and tender their Shares pursuant to the
Offer, (iv) recommend that the Company's stockholders adopt the Merger
Agreement, if applicable, and (v) declare that the Merger Agreement is
advisable. At a meeting held on May 17, 2000, the Company Board unanimously
determined to accept the Special Committee's recommendation and determined that
the terms of each of the Offer, the Merger and the other transactions
contemplated by the Merger Agreement are fair to and in the best interests of
the stockholders of the Company (other than Parent, Purchaser and Merger Sub),
unanimously approved the Merger and the Merger Agreement and the transactions
contemplated thereby, unanimously determined to recommend that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer and,
if applicable, adopt the Merger Agreement and declared the Merger Agreement
advisable.
FAIRNESS OF THE OFFER AND THE MERGER
The Special Committee. In reaching the conclusions described above, the
Special Committee considered a number of factors, including but not limited to
the following:
(i) the opinion of Salomon Smith Barney that, based upon and subject
to the assumptions and limitations set forth therein, as of the date of the
opinion, the $50.50 per Share cash consideration to be received by the
Company's stockholders (other than Parent and its affiliates) in the Offer
and Merger was fair from a financial point of view to such stockholders,
see "SPECIAL FACTORS -- Opinion of the Financial Advisor;"
(ii) the presentations of Salomon Smith Barney regarding the fairness
of the consideration to be received in the Offer and the Merger from a
financial point of view that involved various valuation analyses of the
Company, see "SPECIAL FACTORS -- Background of the Offer" and "SPECIAL
FACTORS -- Opinion of the Financial Advisor;"
(iii) the historical market prices of the Shares and recent trading
activity of the Shares, including the fact that the $50.50 per Share price
represents a premium of 24.7% over the closing sale price on the NYSE on
March 27, 2000, the last full trading day prior to the submission of
Parent's initial proposal to the Company, a premium of 22.9% over the prior
one-week average closing sale price on the NYSE and a premium of 43.1% over
the prior one-month
10
<PAGE> 15
average closing sale price on the NYSE, see "SPECIAL FACTORS -- Opinion of
the Financial Advisor;"
(iv) that the terms of the Offer were determined through arm's-length
negotiations between Parent and the Special Committee and its financial and
legal advisors, all of whom are unaffiliated with Parent, which led to a
14.8% increase in the original price offered by Parent. As a result of its
negotiations, the Special Committee believed that a price higher than
$50.50 per Share could not likely be obtained;
(v) the Company's business, financial condition, results of
operations, prospects, current business strategy, competitive position in
its industry and general economic and stock market conditions;
(vi) Parent's ownership of approximately 81.5% of the currently
outstanding common stock of the Company and the effects of such ownership
on the alternatives available to the Company; that Parent had stated that
it would not consider selling its shares to a third party; and that, as a
practical matter, no such alternatives potentially available to the Company
could be effected without the support of Parent;
(vii) the likelihood that the Offer and the Merger would be
consummated, including that there are no unusual requirements or conditions
to the Offer and the Merger and the fact that Parent has the financial
resources to consummate the Offer and the Merger expeditiously;
(viii) that the consideration to be paid in the Offer and the Merger
to holders of Shares is all cash, eliminating any uncertainties in valuing
the consideration to be received by the public holders;
(ix) that the transaction has been structured to include a first-step
cash tender offer for all of the outstanding Shares, thereby enabling
stockholders who tender their Shares to promptly receive $50.50 per Share
in cash, and that any public stockholders who do not tender their Shares
will receive the same cash price per Share in the subsequent Merger;
(x) that the Merger Agreement contemplates that Purchaser will convert
shares of Class B Common Stock to Shares which will enable Purchaser to
consummate a merger without a stockholders meeting in accordance with
Section 253 of the DGCL, thereby enabling stockholders who do not tender
their Shares to receive the merger consideration as quickly as possible;
(xi) the possible conflicts of interest of certain directors and
members of management of both the Company and Parent discussed below under
"SPECIAL FACTORS -- Interests of Certain Persons in the Offer and the
Merger;" and
(xii) that stockholders who do not tender their Shares pursuant to the
Offer will have the right in connection with the Merger to demand appraisal
of the fair value of their Shares under the DGCL, whether or not a
shareholder vote is required, see "SPECIAL FACTORS -- Dissenters' Rights."
The Company Board. In reaching its determinations referred to above, the
Company Board considered the following factors, each of which, in the view of
the Company Board, supported such determinations: (i) the conclusions and
recommendations of the Special Committee; (ii) the factors referred to above as
having been taken into account by the Special Committee, including the receipt
by the Special Committee of the opinion of Salomon Smith Barney that, based upon
and subject to the assumptions and limitations stated therein, as of the date of
the opinion, the $50.50 per Share to be received by the stockholders of the
Company (other than Parent and its affiliates) in the Offer and the Merger was
fair from a financial point of view to such holders; and (iii) the fact that the
Offer Price and the terms and conditions of the Merger Agreement were the result
of arm's-length negotiations between the Special Committee and Parent.
11
<PAGE> 16
The members of the Company Board, including the members of the Special
Committee, evaluated the Offer and the Merger in light of their knowledge of the
business, financial condition, results of operations, prospects, current
business strategy and competitive position of the Company, and based upon the
advice of financial and legal advisors.
The Company Board, including the members of the Special Committee, believes
that the Offer and Merger are procedurally fair because, among other things: (i)
the Special Committee consisted of independent directors appointed to represent
the interests of stockholders (other than Parent and Purchaser); (ii) the
Special Committee retained and was advised by its own independent legal counsel
experienced in advising on similar transactions; (iii) the Special Committee
retained and was advised by Salomon Smith Barney, as its independent financial
advisor, to assist it in evaluating a potential transaction with Parent and
Purchaser; (iv) the nature of the deliberations pursuant to which the Special
Committee evaluated the Offer and the Merger and alternatives thereto; (v) that
the $50.50 per Share price resulted from active arm's-length bargaining between
representatives of the Special Committee, on the one hand, and representatives
of Parent, on the other; and (vi) that the Special Committee is a mechanism well
established under Delaware law in transactions of this type.
The Company Board and the Special Committee recognized that the Offer is
not conditioned on the tender of a majority of the Shares other than those owned
by Parent and Purchaser and that the Merger is not structured to require the
approval of a majority of the stockholders of the Company other than Parent and
Purchaser, and that Purchaser currently has sufficient voting power to approve
the Merger without the affirmative vote of any other stockholder of the Company.
The Special Committee and the Company Board also recognized that, while
consummation of the Offer and the Merger will result in all stockholders (other
than Parent and Purchaser) being entitled to receive $50.50 in cash for each of
their Shares, it will eliminate the opportunity for current stockholders (other
than Parent and Purchaser) to participate in the benefit of increases, if any,
in the value of the Company's business following the Merger. Nevertheless, the
Special Committee and the Company Board concluded that this fact did not justify
foregoing the receipt of the immediate cash premium represented by the $50.50
per Share price.
Neither the Special Committee nor the Company Board considered the
liquidation of the Company's assets and neither considered liquidation to be a
viable course of action based on Parent's desire for the Company to continue to
conduct its business as a subsidiary of Parent. Therefore, no appraisal of
liquidation values was sought for purposes of evaluating the Offer and the
Merger.
In view of the wide variety of factors considered in connection with their
respective evaluations of the Offer and the Merger, neither the Special
Committee nor the Company Board found it practicable to, and did not, quantify
or otherwise attempt to assign relative weights to the specific factors they
each considered in reaching their determinations.
The foregoing discussion of the information and factors considered and
given weight by the Special Committee and the Company Board is not intended to
be exhaustive but is believed to include all material factors considered by the
Special Committee and the Company Board.
THE COMPANY BOARD, BASED UPON THE UNANIMOUS RECOMMENDATION OF THE SPECIAL
COMMITTEE, (A) UNANIMOUSLY DETERMINED THAT THE TERMS OF EACH OF THE OFFER, THE
MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR
TO AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS (OTHER THAN PARENT,
PURCHASER AND MERGER SUB), (B) UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, AND (C) UNANIMOUSLY
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER AND, IF APPLICABLE, ADOPT THE MERGER AGREEMENT.
12
<PAGE> 17
OPINION OF THE FINANCIAL ADVISOR
Salomon Smith Barney was retained to act as financial advisor to the
Special Committee of the Company Board in connection with the Offer and the
Merger. Pursuant to Salomon Smith Barney's engagement letter with the Special
Committee, dated April 3, 2000, Salomon Smith Barney rendered an opinion to the
Special Committee, to the effect that, based upon and subject to the
considerations and limitations set forth in the opinion, its work described
below and other factors it deemed relevant, as of May 17, 2000, the
consideration to be received in the Offer and Merger was fair, from a financial
point of view, to the holders of Company Common Stock other than Parent and its
affiliates.
The full text of Salomon Smith Barney's opinion, which sets forth the
assumptions made, general procedures followed, matters considered and limits on
the review undertaken, is included as Annex B to this Offer to Purchase. The
summary of Salomon Smith Barney's opinion set forth below is qualified in its
entirety by reference to the full text of the opinion. HOLDERS OF COMPANY COMMON
STOCK ARE URGED TO READ SALOMON SMITH BARNEY'S OPINION CAREFULLY AND IN ITS
ENTIRETY.
In arriving at its opinion, Salomon Smith Barney reviewed the Merger
Agreement and held discussions with certain senior officers, directors and other
representatives and advisors of the Company and Parent concerning the
businesses, operations and prospects of the Company. Salomon Smith Barney
examined publicly available business and financial information relating to the
Company as well as financial forecasts and other information and data for the
Company which were provided to or otherwise discussed with Salomon Smith Barney
by the managements of the Company and Parent. Salomon Smith Barney reviewed the
financial terms of the Offer and Merger as set forth in the Merger Agreement in
relation to, among other things:
- current and historical market prices and trading volumes of Company
Common Stock;
- the historical and estimated earnings and other operating data of the
Company; and
- the capitalization and financial condition of the Company.
Salomon Smith Barney also considered other publicly available information
relating to financial terms of certain transactions that it considered relevant
in evaluating the Offer and Merger and publicly available information relating
to the businesses of other companies whose operations Salomon Smith Barney
considered relevant in evaluating those of the Company. Salomon Smith Barney
also took into consideration Parent's ownership of approximately 81% of the
outstanding common stock of the Company and that Parent stated that it did not
wish to consider or participate in any possible alternative sale of its Shares.
In addition, Salomon Smith Barney conducted such other analyses and examinations
and considered such other information and financial, economic and market
criteria as it deemed appropriate in arriving at its opinion.
In rendering its opinion, Salomon Smith Barney assumed and relied, without
independent verification, upon the accuracy and completeness of all financial
and other information and data publicly available or furnished to or otherwise
reviewed by or discussed with Salomon Smith Barney and further relied on the
assurances of the managements of the Company and Parent that they were not aware
of any facts that would make any of such information inaccurate or misleading.
With respect to financial forecasts and other information and data provided to
or otherwise reviewed by or discussed with it, Salomon Smith Barney was advised
by the managements of the Company and Parent that such forecasts and other
information and data had been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the managements of the Company
and Parent as to the future financial performance of the Company. Salomon Smith
Barney expressed no view with respect to such forecasts and other information
and data or the assumptions on which they were based. Salomon Smith Barney did
not make and was not provided with an independent evaluation or appraisal of the
assets or liabilities (contingent or otherwise) of the Company nor did Salomon
Smith Barney make any physical inspection of the properties or assets of the
Company. For purposes of its analysis, Salomon Smith Barney assumed that the
proposed
13
<PAGE> 18
transaction price of $50.50 per share would be paid in both the Offer and
Merger. Salomon Smith Barney further assumed that the Offer and Merger would be
consummated in accordance with the terms of the Merger Agreement, without waiver
of any of the conditions to the Offer or Merger contained in the Merger
Agreement.
Salomon Smith Barney was not asked to consider, and its opinion did not
address, the relative merits of the Offer and Merger as compared to any
alternative business strategies that might exist for the Company or the effect
of any other transaction in which the Company might engage. Salomon Smith
Barney's opinion necessarily was based on information available to it, and
financial, stock market and other conditions and circumstances existing and
disclosed to Salomon Smith Barney as of the date of the opinion.
SALOMON SMITH BARNEY'S ADVISORY SERVICES AND OPINION WERE PROVIDED FOR THE
INFORMATION OF THE SPECIAL COMMITTEE IN ITS EVALUATION OF THE OFFER AND MERGER
AND DID NOT CONSTITUTE A RECOMMENDATION OF THE OFFER OR MERGER OR A
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER THAT STOCKHOLDER SHOULD TENDER
SHARES OF COMPANY COMMON STOCK IN THE OFFER OR HOW THAT STOCKHOLDER SHOULD VOTE
ON ANY MATTERS RELATING TO THE MERGER.
In connection with rendering its opinion, Salomon Smith Barney made a
presentation to the Special Committee on May 17, 2000, with respect to the
material analyses performed by Salomon Smith Barney in evaluating the fairness
of the consideration to be received by the holders of Company Common Stock in
the Offer and Merger. The following is a summary of that presentation. The
summary includes information presented in tabular format. IN ORDER TO UNDERSTAND
FULLY THE FINANCIAL ANALYSES USED BY SALOMON SMITH BARNEY, THESE TABLES MUST BE
READ TOGETHER WITH THE TEXT OF EACH SUMMARY. THE TABLES ALONE DO NOT CONSTITUTE
A COMPLETE DESCRIPTION OF THE FINANCIAL ANALYSES. The following quantitative
information, to the extent it is based on market data, is, except as otherwise
indicated, based on market data as it existed at or prior to May 15, 2000, and
is not necessarily indicative of current or future market conditions.
Historical Trading Analysis. Salomon Smith Barney analyzed the historical
trading of Company Common Stock from the initial public offering of the Company
Common Stock on May 21, 1997 through May 15, 2000. In particular, Salomon Smith
Barney noted the highest trading price, lowest trading price and the average
trading price for the following periods: (i) January 1, 2000 through May 15,
2000; (ii) the month prior to the announcement of Parent's initial offer to
acquire the Company Common Stock on March 31, 2000; (iii) the week prior to the
announcement of Parent's initial offer; and (iv) March 31, 2000 through May 15,
2000, the period since the announcement of Parent's initial offer. Except in
determining the highest and lowest trading prices for the period of March 31,
2000 through May 15, 2000 for which intraday prices were reviewed, Salomon Smith
Barney reviewed closing prices for the relevant periods. The following table
sets out that information reviewed by Salomon Smith Barney:
<TABLE>
<CAPTION>
HIGHEST LOWEST
PERIOD PRICE PRICE AVERAGE PRICE
------ ------- ------ -------------
<S> <C> <C> <C>
January 1, 2000
through May 15, 2000..................... $50.00 $29.75 $41.53
Month Prior to Announcement................ 45.06 29.75 36.26
Week Prior to Announcement................. 45.06 40.38 42.03
March 31, 2000 through May 15, 2000........ 50.50 45.75 48.41
</TABLE>
Salomon Smith Barney noted that the proposed transaction price of $50.50
per share of Class A Common Stock was greater than the average trading price for
each of the periods and greater than the highest trading prices for the
one-month and one-week periods prior to the announcement of Parent's initial
offer.
Salomon Smith Barney also reviewed historical data regarding the ratio of
the closing price per share of Company Common Stock to the Company's operating
earnings per common share
14
<PAGE> 19
("Operating EPS") for each trading day in the period from the initial public
offering of the Company Common Stock through March 27, 2000, the last trading
day prior to the announcement of Parent's initial offer. Set forth below are the
average Company Common Stock price to Operating EPS ratios derived by Salomon
Smith Barney for the specified periods:
<TABLE>
<CAPTION>
AVERAGE RATIO OF SHARE
PERIOD PRICE TO OPERATING EPS
- ------ ----------------------
<S> <C>
IPO through March 27, 2000.............................. 15.4x
Calendar Year 1997...................................... 15.2x
Calendar Year 1998...................................... 17.4x
Calendar Year 1999...................................... 14.7x
January 1, 2000 through March 27, 2000.................. 10.0x
</TABLE>
Comparable Companies Analysis. Salomon Smith Barney compared financial,
operating and stock market information, and forecasted financial information for
the Company, with the same information for selected publicly traded insurance
companies that conduct businesses, and have financial and other characteristics,
similar to those of the Company. The selected comparable companies considered by
Salomon Smith Barney were:
- AXA Financial, Inc.
- American General Corporation
- Lincoln National Corporation
- John Hancock Financial Services, Inc.
- Nationwide Financial Services, Inc.
- Stancorp Financial Group, Inc.
The forecasted financial information used by Salomon Smith Barney for the
selected comparable companies in the course of these analyses was based on
information published by First Call Corporation, which compiles summaries of
financial forecasts published by various investment banking firms. With respect
to the Company, the forecasted financial information used by Salomon Smith
Barney was based on information provided by management, as well as information
published by First Call Corporation.
For the Company and each of the selected comparable companies, Salomon
Smith Barney derived and compared the ratio of each company's closing common
share price on May 16, 2000 to its:
- book value, excluding unrealized gains, based on published financial data
for the twelve-month period ended March 31, 2000;
- estimated Operating EPS for 2000; and
- estimated Operating EPS for 2001.
In addition, Salomon Smith Barney reviewed each company's closing common share
price on May 16, 2000 as a percentage of the highest closing common share price
for the 52-week period ended May 16, 2000, its estimated return on equity net of
unrealized gains ("ROE") for 2000 and its
15
<PAGE> 20
projected long-term growth rate as published by First Call Corporation. The
following table sets forth the results of these calculations:
<TABLE>
<CAPTION>
RANGE MEDIAN MEAN HARTFORD LIFE
------------------ ------ ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Share Price/Book Value...................... 1.10x - 2.47x 1.41x 1.60x 2.50x
Share Price/Estimated Operating EPS for
2000...................................... 7.9x - 12.8x 10.4x 10.2x 12.3x
Share Price/Estimated Operating EPS for
2001...................................... 6.9x - 11.5x 9.3x 9.2x 10.8x
Share Price as Percentage of 52-week High... 57.4% - 96.2% -- -- 90.3%
Estimated ROE for 2000...................... 10.3% - 19.0% 15.7% 15.6% 20.7%
Long-Term Growth Rate....................... 12.0% - 15.0% 13.0% 13.3% 15.0%
</TABLE>
The ratio of the proposed transaction price of $50.50 to median First Call
Corporation estimates of the Company's Operating EPS for 2000 and 2001 was 12.5x
and 11.0x, respectively, which Salomon Smith Barney noted was higher than the
mean and median of the same ratios derived for the selected companies. Based on
the information derived for the comparable companies and the median First Call
Corporation estimates of the Company's Operating EPS for 2000 and 2001, Salomon
Smith Barney derived reference ranges for the implied equity value per share of
Company Common Stock of $38.48 to $46.58 based on estimated Operating EPS for
2000 and $38.93 to $48.09 based on estimated Operating EPS for 2001. Based on
these ranges, Salomon Smith Barney derived a combined range for the implied
equity value per share of Company Common Stock of $40.00 to $45.00. Salomon
Smith Barney noted that the proposed transaction price was greater than the
upper limit of each reference range.
Minority-Purchase Transactions Analysis. Salomon Smith Barney analyzed the
terms of 209 transactions announced since January 1, 1992 in which a controlling
stockholder purchased outstanding minority interests in a publicly traded
company. For each of these transactions, Salomon Smith Barney derived the
premium paid by the controlling stockholder to the closing price per common
share one week and one month prior to the initial announcement of the
transaction. The following tables set forth summary information for all 209
transactions and for a subset of 65 transactions involving companies in the
financial services industry:
<TABLE>
<CAPTION>
PREMIUM PAID TO:
---------------------------------------------------------
SHARE PRICE ONE MONTH PRIOR SHARE PRICE ONE WEEK PRIOR
ALL 209 TRANSACTIONS TO ANNOUNCEMENT TO ANNOUNCEMENT
- -------------------- --------------------------- --------------------------
<S> <C> <C>
25th Percentile................... 9.2% 10.7%
Median............................ 22.4% 20.1%
75th Percentile................... 38.8% 37.8%
</TABLE>
<TABLE>
<CAPTION>
PREMIUM PAID TO:
---------------------------------------------------------
65 FINANCIAL SERVICES SHARE PRICE ONE MONTH PRIOR SHARE PRICE ONE WEEK PRIOR
TRANSACTIONS TO ANNOUNCEMENT TO ANNOUNCEMENT
- --------------------- --------------------------- --------------------------
<S> <C> <C>
25th Percentile................... 6.0% 10.7%
Median............................ 21.7% 19.1%
75th Percentile................... 35.1% 33.3%
</TABLE>
Salomon Smith Barney also analyzed the premiums paid in the
minority-purchase transactions based on the type of consideration received by
the minority stockholders. For transactions in which the minority stockholders
received cash consideration, Salomon Smith Barney further analyzed the
transactions to derive the premiums paid in instances in which the controlling
stockholder held 80% or more of the common equity interests of the subject
company at the time the transaction was
16
<PAGE> 21
announced, as in the Offer and Merger. The following table sets forth the
information derived by Salomon Smith Barney with respect to all 209
transactions:
<TABLE>
<CAPTION>
25TH PERCENTILE PREMIUM TO: MEDIAN PREMIUM TO: 75TH PERCENTILE PREMIUM TO:
--------------------------- --------------------------- ---------------------------
SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE
ONE MONTH ONE WEEK ONE MONTH ONE WEEK ONE MONTH ONE WEEK
TYPE OF NUMBER OF PRIOR TO PRIOR TO PRIOR TO PRIOR TO PRIOR TO PRIOR TO
CONSIDERATION TRANSACTIONS ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT
- ------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock.................. 35 1.8% 1.0% 14.5% 11.8% 27.4% 19.9%
Cash and Stock......... 14 15.3% 9.5% 23.6% 13.6% 53.0% 48.9%
Cash................... 160 9.4% 12.6% 23.6% 21.9% 40.0% 39.9%
Cash (Acquiror owns 80%
or more)............. 39 8.4% 11.8% 23.6% 18.8% 38.9% 29.5%
</TABLE>
The following table sets forth the same information for the 65 transactions
involving companies in the financial services industry:
<TABLE>
<CAPTION>
25TH PERCENTILE PREMIUM TO: MEDIAN PREMIUM TO: 75TH PERCENTILE PREMIUM TO:
--------------------------- --------------------------- ---------------------------
SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE SHARE PRICE
ONE MONTH ONE WEEK ONE MONTH ONE WEEK ONE MONTH ONE WEEK
TYPE OF NUMBER OF PRIOR TO PRIOR TO PRIOR TO PRIOR TO PRIOR TO PRIOR TO
CONSIDERATION TRANSACTIONS ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT ANNOUNCEMENT
- ------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock.................. 9 9.9% 10.6% 19.9% 15.9% 29.1% 19.1%
Cash and Stock......... 3 20.7% 17.2% 26.1% 21.5% 44.7% 35.2%
Cash................... 53 5.8% 10.7% 21.7% 21.4% 37.5% 37.9%
Cash (Acquiror owns 80%
or more)............. 15 2.2% 8.9% 14.0% 15.5% 23.2% 25.8%
</TABLE>
Salomon Smith Barney compared this information to the 42.7% and 18.7%
premium, respectively, that the proposed transaction price represents to the
closing price of the Company Common Stock on the trading day one month prior to
the announcement of Parent's initial offer ($35.38) and to the closing price of
the Company Common Stock on the trading day one week prior to the announcement
of Parent's initial offer ($42.56). Salomon Smith Barney noted in particular
that the premiums represented by the proposed transaction price exceeded the
median premiums paid in the financial services industry transactions involving
cash consideration in which the controlling stockholder owned 80% of more of the
common equity interests of the subject corporation at the time the transaction
was announced.
Based on the information for the minority-purchase transactions and the
closing price of the Company Common Stock one month and one week prior to the
announcement of Parent's initial offer, Salomon Smith Barney derived reference
ranges for the implied equity value of the Company Common Stock. Using premiums
to closing price one month prior to announcement, Salomon Smith Barney derived a
reference range of $39.00 to $49.00 per share based on all of the transactions
and $38.00 to $47.00 per share based on the financial services transactions.
Using premiums to closing price one week prior to announcement, Salomon Smith
Barney derived a reference range of $47.00 to $58.00 per share based on all of
the transactions and $47.00 to $56.00 per share based on the financial services
transactions. Salomon Smith Barney noted that the proposed transaction price was
above the upper limit of the ranges derived using premiums to closing price one
month prior to announcement and within the ranges derived using premiums to
closing price one week prior to announcement.
Precedent Insurance Transaction Analysis. Salomon Smith Barney reviewed
publicly available information for fourteen pending or completed merger or
acquisition transactions in the insurance industry announced since April 29,
1996 and involving at least one publicly traded company. The
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precedent transactions considered by Salomon Smith Barney were the following (in
each case, the acquired company's name is listed first and the acquiror's name
is listed second):
- ReliaStar Financial Corp./ING Groep NV
- The Guarantee Life Companies Inc./Jefferson-Pilot Corporation
- American Heritage Life Investment Corporation/The Allstate Corporation
- Provident Companies, Inc./Unum Corporation
- Transamerica Corporation/Aegon NV
- SunAmerica Inc./American International Group, Inc.
- Aetna Inc. (U.S. individual life business)/Lincoln National Corporation
- Security First Corp./Metropolitan Life Insurance Company
- Cigna Corporation (individual life business)/Lincoln National Corporation
- Equitable of Iowa Companies/ING Groep NV
- The Chubb Corporation/Jefferson-Pilot Corporation
- USLIFE Corporation/American General Corporation
- First Colony Corporation/General Electric Capital Corporation
- The Paul Revere Corporation/Provident Companies Inc.
For each precedent transaction, Salomon Smith Barney derived the ratio of
the per share consideration paid in the transaction to:
- the acquired company's Operating EPS for the last twelve-month ("LTM")
period for which financial results were available;
- the acquired company's estimated Operating EPS for the twelve-month
period following the announcement of the transaction; and
- the acquired company's last reported book value per share prior to the
announcement of the transaction.
Salomon Smith Barney also analyzed the premiums paid in the precedent
transactions to the acquired company's closing price per common share one day
prior and 30 days prior to the announcement of the transaction. With respect to
the financial information for the companies involved in the precedent
transactions, Salomon Smith Barney relied on information available in public
documents, equity research reports published by certain investment banks and
First Call Corporation estimates.
The following table sets forth the results of these analyses:
<TABLE>
<CAPTION>
RANGE MEDIAN MEAN
----- ------ ----
<S> <C> <C> <C>
Transaction Price/LTM Operating EPS..................... 13.7x - 34.6x 21.4x 21.3x
Transaction Price/Estimated Operating EPS............... 12.6x - 33.3x 16.2x 17.5x
Transaction Price/Last Book Value....................... 0.84x - 5.96x 1.87x 2.25x
Premium to Prior Day Closing Price...................... 0.0% - 75.3% 19.1% 22.7%
Premium to 30-Day Prior Closing Price................... 7.2% - 73.1% 26.1% 31.0%
</TABLE>
Based on the information derived for the precedent insurance transactions,
Salomon Smith Barney derived a reference range for the implied equity value per
share of Company Common Stock of $64.00 to $77.00. In evaluating this range,
Salomon Smith Barney noted that none of the precedent transactions involved a
purchase of minority interests by a controlling stockholder and
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<PAGE> 23
each such transaction therefore included a control premium of a nature that
would not be expected in a transaction similar to Parent's minority purchase.
Dividend Discount Analysis. Salomon Smith Barney derived an implied equity
value per share of Company Common Stock using the present value of dividends
estimated to be paid on the Company Common Stock through 2004 and a terminal
value for the Company as of December 31, 2004 based on a multiple of estimated
operating earnings for the year ending December 31, 2005. Salomon Smith Barney
estimated that the Company's cost of equity ranged between 12% and 14% and
derived present values utilizing a discount rate ranging from 11.0% to 15.0%.
With respect to terminal values, Salomon Smith Barney used a range of 9.5x to
13.5x estimated operating earnings for 2005. The estimates for operating
earnings for 2000 and 2001 were based on the median of published First Call
Corporation forecasts, and a growth rate of 15.0% was applied to estimate
operating earnings for 2002, 2003, 2004 and 2005. The 15.0% growth rate was
based on the median growth rate in published First Call Corporation estimates.
Salomon Smith Barney performed its calculations assuming that the Company would
realize a range of 95.0% to 105.0% of estimated operating earnings. To estimate
dividends to be paid per share of Company Common Stock, Salomon Smith Barney
applied the dividend payout ratio for 1999 of 10.8% of operating earnings.
Based on its dividend discount analysis, Salomon Smith Barney derived a
range of implied equity value per share of Company Common Stock of $45.00 to
$50.00. Salomon Smith Barney noted that the proposed transaction price was above
the upper limit of this range.
The preceding discussion is a summary of the material financial analyses
furnished by Salomon Smith Barney to the Special Committee, but it does not
purport to be a complete description of the analyses performed by Salomon Smith
Barney or of its presentations to the Special Committee. The preparation of
financial analyses and fairness opinions is a complex process involving
subjective judgments and is not necessarily susceptible to partial analysis or
summary description. Salomon Smith Barney made no attempt to assign specific
weights to particular analyses or factors considered, but rather made
qualitative judgments as to the significance and relevance of all the analyses
and factors considered and determined to give its fairness opinion as described
above. Accordingly, Salomon Smith Barney believes that its analyses, and the
summary set forth above, must be considered as a whole, and that selecting
portions of the analyses and of the factors considered by Salomon Smith Barney,
without considering all of the analyses and factors, could create a misleading
or incomplete view of the processes underlying the analyses conducted by Salomon
Smith Barney and its opinion. With regard to the comparable companies and
precedent transactions analyses summarized above, Salomon Smith Barney selected
comparable public companies and precedent transactions on the basis of various
factors, including the size and similarity of business; however, no company
utilized as a comparison in these analyses is identical to the Company and no
precedent transaction is identical to the Offer and Merger. As a result, these
analyses are not purely mathematical, but also take into account differences in
financial and operating characteristics of the subject companies and other
factors that could affect the public trading value of the subject companies and
transactions to which the Company and the Offer and Merger are being compared.
In its analyses, Salomon Smith Barney made numerous assumptions with respect to
the Company, industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
the Company. Any estimates contained in Salomon Smith Barney's analyses are not
necessarily indicative of actual values or predictive of future results or
values, which may be significantly more or less favorable than those suggested
by these analyses. Estimates of values of companies do not purport to be
appraisals or necessarily to reflect the prices at which companies may actually
be sold. Because these estimates are inherently subject to uncertainty, none of
the Company, the Special Committee, the Company Board, Salomon Smith Barney or
any other person assumes responsibility if future results or actual values
differ materially from the estimates. Salomon Smith Barney's analyses were
prepared solely as part of Salomon Smith Barney's analysis of the fairness of
the consideration to be received in the Offer and Merger and were provided to
the Special Committee in that connection.
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<PAGE> 24
The opinion of Salomon Smith Barney was only one of the factors taken into
consideration by the Special Committee in making its determination to recommend
the Merger Agreement and the Offer and Merger. See "-- Recommendation of the
Special Committee and the Company Board; Fairness of the Offer and the Merger."
Salomon Smith Barney is an internationally recognized investment banking
firm engaged in, among other things, the valuation of businesses and their
securities in connection with mergers and acquisitions, restructurings,
leveraged buyouts, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. The Special Committee
selected Salomon Smith Barney to act as its financial advisor on the basis of
Salomon Smith Barney's international reputation and Salomon Smith Barney's
familiarity with the Company. Salomon Smith Barney and its predecessors and
affiliates have previously provided investment banking services to the Company
and Parent unrelated to the Offer or Merger, for which Salomon Smith Barney (or
its predecessors or affiliates, as applicable) has received and will receive
customary compensation. In the ordinary course of its business, Salomon Smith
Barney and its affiliates may actively trade or hold the securities of both the
Company and Parent for its own account and for the account of customers and,
accordingly, may at any time hold a long or short position in those securities.
Salomon Smith Barney and its affiliates, including Citigroup Inc. and its
affiliates, may maintain relationships with the Company and Parent and their
respective affiliates.
Pursuant to Salomon Smith Barney's engagement letter, the Company agreed to
pay Salomon Smith Barney the following fees for its services rendered to the
Special Committee in connection with the Offer and Merger: (i) $100,000, that
became payable following the execution of the engagement letter, (ii) $750,000,
that became payable upon the delivery of Salomon Smith Barney's opinion, (iii)
0.25% of the aggregate value of the transaction up to $50.00 per share of
Company Common Stock (less any fees paid pursuant to clause (i) or (ii)), and
(iv) if the transaction consideration exceeds $50.00 per Share of Company Common
Stock, an additional fee of $500,000 for each $1.00 increment by which the per
Share transaction consideration exceeds $50.00, which additional fee will be pro
rated appropriately for increments less than $1.00 per share. Fees payable
pursuant to clauses (iii) or (iv) above will become payable promptly upon the
closing of the transaction. The Company has also agreed to reimburse Salomon
Smith Barney for its reasonable travel and other out-of-pocket expenses incurred
in connection with its engagement, including the reasonable fees and
disbursements of its counsel, and to indemnify Salomon Smith Barney against
specific liabilities and expenses relating to or arising out of its engagement,
including liabilities under the federal securities laws.
POSITION OF PARENT AND PURCHASER REGARDING FAIRNESS OF THE OFFER AND THE MERGER
Parent and Purchaser believe that the consideration to be received by the
Company's stockholders (other than Parent, Purchaser and Merger Sub) pursuant to
the Offer and the Merger is fair to and in the best interests of the Company's
stockholders (other than Parent, Purchaser and Merger Sub). Parent and Purchaser
base their belief on the following factors: (i) the conclusions and
recommendations of the Special Committee that each of the Offer and the Merger
is fair to, and in the best interests of, the Company's stockholders (other than
Parent, Purchaser and Merger Sub), (ii) the fact that the Offer and the Merger
and the other terms and conditions of the Merger Agreement were the result of
arm's length, good faith negotiations between the Special Committee and Parent
and their respective advisors, (iii) that the Special Committee's legal and
financial advisors were independent, (iv) the factors referred to above as
having been taken into account by the Special Committee and the Company Board,
including that the Special Committee received an opinion from Salomon Smith
Barney that, as of the date of such opinion and subject to the assumptions and
limitations set forth therein, the $50.50 per Share in cash to be received by
the holders of Shares (other than Parent and its affiliates) in the Offer and
the Merger was fair from a financial point of view to such stockholders, (v) the
historical and projected financial performance
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<PAGE> 25
of the Company, (vi) that the consideration to be paid in the Offer represents a
premium of 24.7% over the closing sale price on the NYSE on the last full
trading day prior to the submission of Parent's initial proposal to the Company,
a premium of 22.9% over the prior one-week average closing sale price on the
NYSE and a premium of 43.1% over the prior one-month average closing sale price
on the NYSE, and (vii) that the Offer and the Merger will each provide
consideration to the Company's stockholders entirely in cash.
In view of the wide variety of factors considered in connection with their
respective evaluations of the Offer and the Merger, neither Parent nor Purchaser
found it practicable to, and did not, quantify or otherwise attempt to assign
relative weights to the specific factors they each considered in reaching their
conclusions as to fairness. The liquidation of the Company's assets was not
considered to be a viable course of action based on Parent's desire for the
Company to continue to conduct its business as a subsidiary of Parent.
Therefore, no appraisal of liquidation value was sought for purposes of valuing
the Shares. Although Goldman Sachs generally assisted Parent in this transaction
and, in particular, advised Parent on its strategies, participated in
negotiations with Salomon Smith Barney and reviewed the Company's projections
and assumptions thereto, Goldman Sachs did not deliver a fairness opinion as to
the $50.50 per Share to be received by the stockholders of the Company (other
than Parent and Purchaser) and did not provide Parent with any reports, opinions
or appraisals relating thereto.
The foregoing discussion of the information and factors considered and
given weight by Parent and Purchaser is not intended to be exhaustive but is
believed to include all material factors considered by Parent and Purchaser.
PURPOSE AND STRUCTURE OF THE OFFER AND THE MERGER; REASONS OF PARENT FOR THE
OFFER AND THE MERGER
The purpose of the Offer and the Merger is for Parent to increase its
ownership of the outstanding common stock of the Company from approximately
81.5% to 100%. Upon the consummation of the Merger, the Company will become a
wholly owned indirect subsidiary of Parent, thereby simplifying Parent's holding
company structure and furthering Parent's plan to restructure itself into two
major operating entities, worldwide life operations and worldwide
property-casualty operations. The restructuring is intended to confirm Parent's
position as a broad insurance-based financial services franchise and to increase
Parent's exposure to high growth life and asset accumulation businesses.
The acquisition of Shares not owned by Parent, Purchaser or their
subsidiaries has been structured as a cash tender offer followed by a cash
merger in order to effect a prompt and orderly transfer of ownership of the
Company from the public stockholders to Parent and provide stockholders with
cash for all of their Shares. The determination to proceed with the Offer and
the Merger at this time would also afford the Company's stockholders an
opportunity to dispose of their shares at a premium over market prices.
Parent noted that causing the Company to be privately held would reduce
management's commitment of resources with respect to procedural and compliance
requirements of a public company and would reduce costs associated with the
Company's obligations and reporting requirements under the securities laws.
Parent also considered the recent public capital markets trends affecting
companies with a limited public float. Furthermore, in deciding to make its
proposal, Parent considered that certain reasons behind the decision to proceed
with the initial public offering of the Shares in 1997, including capital
constraints on Parent and the earnings multiple differential between Parent and
the Company, are less significant today than at the time of the initial public
offering.
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<PAGE> 26
PLANS FOR THE COMPANY AFTER THE OFFER AND THE MERGER; CERTAIN EFFECTS OF THE
OFFER
Pursuant to the Merger Agreement, upon completion of the Offer, Parent and
Purchaser intend to effect the Merger in accordance with the Merger Agreement.
See "SPECIAL FACTORS -- The Merger Agreement." Except as otherwise described in
this Offer to Purchase, Parent has no current plans or proposals or negotiations
which relate to or would result in: (i) other than the Merger, an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company; (ii) any purchase, sale or transfer of a material amount of assets
of the Company; (iii) any change in the management of the Company or any change
in any material term of the employment contract of any executive officer; or
(iv) any other material change in the Company's corporate structure or business.
Nevertheless, Parent may initiate a review of the Company and its assets,
corporate structure, capitalization, operations, properties, policies,
management and personnel to determine what changes, if any, would be desirable
following the Merger in order best to organize and integrate the activities of
the Company and Parent. In particular, Parent will likely study the possibility
of changing the Company Board by changing the number or term of directors, may
also consider material changes in the present dividend rate and policy,
indebtedness and capitalization of the Company, may also consider changes to the
intercompany agreements between Parent and the Company and may also consider
pursuing acquisition opportunities through the Company. Parent expressly
reserves the right to make any changes that it deems necessary or appropriate in
light of its review or in light of future developments.
As a result of the Offer, the direct and indirect interest of Parent in the
Company's net book value and net earnings will increase to the extent of the
number of Shares acquired under the Offer. Following consummation of the Merger,
Parent's indirect interest in such items will increase to 100% and Parent and
its subsidiaries will be entitled to all benefits resulting from that interest,
including all income generated by the Company's operations and any future
increase in the Company's value and the right to elect all members of the
Company Board. Similarly, Parent will also bear the risk of losses generated by
the Company's operations and any decrease in the value of the Company after the
Merger. Upon consummation of the Merger, the Company will become a privately
held corporation; provided, however, that, pursuant to an indenture governing
certain of its trust preferred securities, the Company will remain a reporting
company for purposes of the Exchange Act for a period of time.
Following the consummation of the Merger, the Shares will no longer be
quoted on the NYSE. In addition, the registration of the Shares under the
Exchange Act is expected to be terminated upon application by the Company to the
SEC if the Shares are not listed on a national securities exchange and there are
fewer than 300 record holders. Accordingly, following the Merger there will be
no publicly traded common stock of the Company outstanding. See "THE TENDER
OFFER -- Section 10. Certain Effects of the Offer on the Market for the Shares."
INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER
Treatment of Stock Options and Restricted Shares. The Merger Agreement
provides that the terms of each outstanding Company employee stock option to
purchase Shares issued pursuant to any of the Company's stock plans, whether
vested or unvested, will be amended and converted into an option to acquire that
number of shares of common stock of Parent and on such terms and conditions as
shall be equitably determined, in accordance with the terms of the applicable
Company stock plans, by the Board of Directors of Parent (or the appropriate
committee thereof) to preserve the economic value of such Company stock option.
The Merger Agreement also provides that the terms of all outstanding
Company restricted shares and restricted stock units issued pursuant to any of
the Company's stock plans, whether vested or unvested, will be amended and
converted into that number of restricted shares of common stock of Parent or, in
the case of restricted stock units, that number of restricted stock units
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<PAGE> 27
representing shares of common stock of Parent and on such terms and conditions
as shall be equitably determined, in accordance with the terms of the applicable
Company stock plans, by the Board of Directors of Parent (or the appropriate
committee thereof) to preserve the economic value of such Company restricted
share or restricted stock unit.
Employee Contracts. As a result of the Offer and the Merger, the
employment contracts of various officers of the Company will be amended
primarily to substitute Parent for the Company as the counterparty, but each
such employment contract will remain in place otherwise in accordance with its
terms.
Indemnification. Under the Merger Agreement, the directors and officers of
the Company are entitled to certain rights of indemnification and to be insured
by the Surviving Corporation (as defined in the Merger Agreement) or Parent with
respect to certain matters from and after the completion of the Merger. See
"SPECIAL FACTORS -- The Merger Agreement -- Indemnification and Insurance."
Interlocking Directors and Officers. In considering the recommendation of
the Company Board and the Special Committee with respect to the Offer and the
Merger, stockholders should be aware that certain officers and directors of
Parent and the Company have interests in the Offer and the Merger which may
present them with certain potential conflicts of interest. In particular, of the
11 directors of the Company, eight currently are also directors of Parent and
three currently are executive officers of Parent. However, the Special Committee
was comprised of the two independent outside directors of the Company.
Ownership Interest of Parent. Stockholders also should be aware that, as a
result of Parent's current ownership of approximately 81.5% of the issued and
outstanding shares of common stock of the Company and its nominees constituting
a majority of the Company's directors, Parent controls the Company.
Fees and Other Rights of the Special Committee. Pursuant to a letter dated
April 12, 2000, members of the Special Committee each will be entitled to
payment by the Company of a fee of $50,000, payable in cash, in consideration of
his or her service on the Special Committee. In addition, the Company has agreed
to reimburse each member for all out-of-pocket expenses incurred in connection
with his or her service on the Special Committee. In the event that additional
services of the members are required, the Company has agreed to consider paying
the members additional fees as compensation for such additional services.
Pursuant to a letter dated April 12, 2000, each member of the Special
Committee is entitled to certain rights of indemnification and to be insured by
the Company with respect to certain matters in connection with the Offer, the
Merger and any related transactions.
The Special Committee and the Company Board were aware of these actual and
potential conflicts of interest and considered them along with the other matters
described under "SPECIAL FACTORS -- Recommendation of the Special Committee and
the Company Board; Fairness of the Offer and the Merger."
THE MERGER AGREEMENT
THE FOLLOWING IS A SUMMARY OF MATERIAL PROVISIONS OF THE MERGER AGREEMENT,
WHICH IS ATTACHED AS ANNEX A TO THIS OFFER TO PURCHASE. SUCH SUMMARY IS NOT A
COMPLETE DESCRIPTION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER
AGREEMENT. CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THE FOLLOWING SHALL HAVE
THE MEANINGS SET FORTH IN THE MERGER AGREEMENT.
The Offer. Pursuant to the Merger Agreement, Purchaser is obligated to
commence the Offer as promptly as practicable after the date of the Merger
Agreement. On the terms and subject to the conditions of the Offer and the
Merger Agreement, Purchaser will, and Parent will cause Purchaser to, accept for
payment and to pay for all Shares validly tendered and not withdrawn pursuant to
the
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<PAGE> 28
Offer that Purchaser becomes obligated to purchase pursuant to the Offer as soon
as practicable after the expiration of the Offer. The obligations of Purchaser
to, and of Parent to cause Purchaser to, accept for payment, and pay for, any
Shares tendered pursuant to the Offer are subject to the conditions specified in
"THE TENDER OFFER -- Section 12. Certain Conditions to the Offer." Purchaser
expressly reserves the right to waive any condition to the Offer or modify the
terms of the Offer, except that, without the consent of the Company (expressed
in a resolution adopted by both the Special Committee and the Company Board),
Purchaser may not (i) reduce the price per Share or change the form of
consideration to be paid pursuant to the Offer, (ii) add to the conditions
specified in "THE TENDER OFFER -- Section 12. Certain Conditions to the Offer"
or modify any such condition in any manner adverse to the holders of Shares or
(iii) otherwise amend the Offer in any manner materially adverse to the holders
of Shares.
The Merger. The Merger Agreement provides that, on the terms and subject
to the conditions set forth in the Merger Agreement, Purchaser intends to
transfer all of the Shares purchased by Purchaser in the Offer and all shares of
Class B Common Stock held by Purchaser, to Merger Sub, a wholly owned subsidiary
of Purchaser formed in order to consummate the Merger. Merger Sub will then be
merged with and into the Company in accordance with the applicable provisions of
the DGCL.
Following the Merger, the separate corporate existence of the Merger Sub
will cease and the Company will continue as the surviving corporation. At the
Effective Time, by virtue of the Merger and without any action on the part of
the holder of any Shares, shares of Class B Common Stock or any shares of
capital stock of Merger Sub,
(i) each issued and outstanding share of capital stock of Merger Sub will
be converted into and become one fully paid and nonassessable share of common
stock of the Surviving Corporation and will constitute the only outstanding
shares of capital stock of the Surviving Corporation;
(ii) each Share and share of Class B Common Stock that is owned (or held in
the treasury) by the Company or any wholly owned subsidiary of the Company,
Parent, Purchaser or Merger Sub will no longer be outstanding and will
automatically be canceled and retired and will cease to exist, and no
consideration will be delivered or deliverable in exchange therefor; and
(iii) each issued and outstanding Share (other than (x) Shares owned (or
held in treasury) by the Company or any wholly owned subsidiary of the Company,
Parent, Purchaser or Merger Sub, (y) Appraisal Shares and (z) restricted shares
held pursuant to the Company's stock plans) will be converted into the right to
receive the highest price per Share paid pursuant to the Offer in cash (without
interest).
If Parent, Purchaser or any subsidiary of Parent acquires at least 90% of
the outstanding shares of each class of capital stock of the Company, the
parties shall take all necessary and appropriate action to effect a Short-Form
Merger in accordance with Section 253 of the DGCL as soon as practicable after
the expiration of the Offer. Purchaser has agreed to convert, after the purchase
of Shares pursuant to the Offer, all shares of Class B Common Stock into Shares.
If a vote of the stockholders of the Company is necessary to effect the Merger,
Parent has agreed in the Merger Agreement to cause to be voted all Shares and
shares of Class B Common Stock owned by it and its subsidiaries in favor of the
adoption of the Merger Agreement.
Preparation of Proxy Statement; Stockholders Meeting. The Company has
agreed in the Merger Agreement that, if the adoption of the Merger Agreement by
the Company's stockholders is required by applicable law in order to consummate
the Merger, the Company will, at Parent's request, as soon as practicable
following the expiration of the Offer, prepare and file with the SEC a
preliminary proxy statement and each of the Company and Parent will use its
reasonable best efforts to respond as promptly as practicable to any comments of
the SEC with respect thereto. The Company has agreed not to mail any proxy
statement, or any amendment or supplement thereto, to which Parent reasonably
objects. The Company has agreed to use its reasonable best efforts to cause the
proxy
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<PAGE> 29
statement to be mailed to the Company's stockholders as promptly as practicable
after filing with the SEC.
If the adoption of the Merger Agreement by the Company's stockholders is
required by applicable law in order to consummate the Merger, the Company has
also agreed pursuant to the Merger Agreement to, as soon as practicable
following the expiration of the Offer, duly call, give notice of, convene and
hold a meeting of its stockholders to consider and vote upon the adoption of the
Merger Agreement. The Company has agreed to recommend, through the Company
Board, to its stockholders that they vote for the adoption of the Merger
Agreement. The Company has agreed that neither the Company Board nor any
committee thereof will withdraw or modify, or propose to withdraw or modify,
such recommendation or related approval, in each case, unless the Company Board
determines in good faith, based on the recommendation of the Special Committee,
after consultation with outside counsel, that it is necessary to do so in order
to comply with its fiduciary duties to the Company's stockholders under
applicable law.
Interim Operations. Except for matters expressly permitted by the Merger
Agreement, from the date of the Merger Agreement to the Effective Time the
Company has agreed to, and has agreed to cause each of its subsidiaries to,
conduct its business in the usual, regular and ordinary course consistent with
past practice and use all reasonable efforts to preserve intact its current
business organization, keep available the services of its current officers and
employees and maintain its relationships and goodwill with customers, suppliers,
licensors, licensees, distributors and others having business dealings with
them. In addition, except for matters expressly contemplated by the Merger
Agreement, from the date of the Merger Agreement to the Effective Time, the
Company shall not, and shall not permit any of its subsidiaries to:
(i) (A) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its capital stock, other than (1)
dividends and distributions by a direct or indirect wholly owned subsidiary
of the Company to its parent and (2) regular cash dividends with respect to
the Shares in accordance with the Company's past dividend policy, (B)
split, combine or reclassify any of its capital stock or issue or authorize
the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock; or (C) except as may be
required pursuant to the 1997 Hartford Life, Inc. Employee Stock Purchase
Plan or The Hartford Investment and Savings Plan, purchase, redeem or
otherwise acquire any shares of capital stock of the Company or any of its
subsidiaries or any other securities thereof or any rights, warrants or
options to acquire any such shares or other securities;
(ii) except as may be required pursuant to the 1997 Hartford Life,
Inc. Employee Stock Purchase Plan or The Hartford Investment and Savings
Plan, issue, deliver, sell or grant (A) any shares of its capital stock or
(B) any securities convertible into or exchangeable for, or any options,
warrants or rights to acquire, any such shares, voting securities or
convertible or exchangeable securities, in each case, other than pursuant
to any conversion of Class B Common Stock or the exercise of, any of the
Company's stock options;
(iii) amend its certificate of incorporation, by-laws or other
comparable charter or organizational documents;
(iv) acquire or agree to acquire (A) by merging or consolidating with,
or by purchasing a substantial equity interest in or portion of the assets
of, or by any other manner, any business or any corporation, partnership,
joint venture, association or other business organization or division
thereof or (B) any assets that are material, individually or in the
aggregate, to the Company and its subsidiaries, taken as a whole;
(v) (A) grant to any officer or director of the Company or any of its
subsidiaries any increase in compensation, except in the ordinary course of
business consistent with prior practice or to the extent required under
employment agreements in effect as of the date of the most recent audited
financial statements included in the Company's documents filed with the
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<PAGE> 30
SEC, (B) grant to any employee, officer or director of the Company or any
of its subsidiaries any increase in severance or termination pay, except to
the extent required under any agreement in effect as of the date of the
most recent audited financial statements included in the Company's
documents filed with the SEC, (C) enter into any severance or termination
agreement with any such employee, officer or director (other than pursuant
to The Hartford Employee Severance Pay Plan consistent with past practice),
(D) establish, adopt, enter into or amend, except as required by applicable
law, in any material respect any collective bargaining agreement or plan
providing benefits to any employee, officer or director of the Company or
its subsidiaries, (E) take any action to accelerate any rights or benefits,
or make any material determinations not in the ordinary course of business
consistent with prior practice, under any collective bargaining agreement
or plan providing benefits to any employee, officer or director of the
Company or its subsidiaries;
(vi) sell, lease (as lessor), license or otherwise dispose of or
subject to any pledge, lien, charge, mortgage, encumbrance or security
interest of any kind any properties or assets that are material,
individually or in the aggregate, to the Company and its subsidiaries,
taken as a whole;
(vii) (A) incur any indebtedness for borrowed money or guarantee any
such indebtedness of another person, issue or sell any debt securities or
warrants or other rights to acquire any debt securities, of the Company or
any its subsidiaries, guarantee any debt securities of another person,
enter into any "keep well" or other agreement to maintain any financial
statement condition of another person or enter into any arrangement having
the economic effect of any of the foregoing, except for short-term
borrowings incurred in the ordinary course of business consistent with past
practice, or (B) make any loans, advances or capital contributions to, or
investments in, any other person, other than (i) to or in the Company or
any direct or indirect wholly owned subsidiary of the Company and (ii) in
the ordinary course of business consistent with past practice;
(viii) (A) pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the
ordinary course of business consistent with past practice or in accordance
with their terms, of liabilities reflected or reserved against in, or
contemplated by, the most recent consolidated financial statements (or the
notes thereto) of the Company included in the Company's documents filed
with the SEC or incurred in the ordinary course of business consistent with
past practice or (B) cancel any material indebtedness (individually or in
the aggregate) or waive any claims or rights of substantial value; or
(ix) authorize any of, or commit or agree to take any of, the
foregoing actions.
Indemnification. Pursuant to the Merger Agreement, Parent has agreed, to
the fullest extent permitted by applicable law, to cause the Surviving
Corporation to honor all the Company's obligations to indemnify (including any
obligations to advance funds for expenses to) the current or former directors or
officers of the Company or any of its subsidiaries for acts or omissions by such
directors and officers occurring prior to the Effective Time to the extent that
such obligations of the Company or any of its subsidiaries existed on the date
of the Merger Agreement, whether pursuant to the Company's Restated Certificate
of Incorporation, By-laws, the certificate or articles of incorporation, by-laws
or similar organizational documents of such subsidiaries, individual indemnity
agreements or otherwise, and such obligations shall survive the Merger and shall
continue in full force and effect in accordance with the terms of the Company's
Restated Certificate of Incorporation, By-laws, the certificate or articles of
incorporation, by-laws or similar organizational documents of such subsidiaries,
and such individual indemnity agreements from the Effective Time until the
expiration of the applicable statute of limitations with respect to any claims
against such directors or officers arising out of such acts or omissions.
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<PAGE> 31
Parent has also agreed to cause, or to cause the Surviving Corporation to
cause, to be maintained in effect for a period of six years from and after the
Effective Time, the current policies of directors' and officers' liability
insurance maintained by the Company (provided that Parent may substitute
therefor policies with reputable and financially sound carriers of at least the
same coverage and amounts containing terms and conditions which are no less
advantageous) with respect to claims arising from or related to facts or events
which occurred at or before the Effective Time. Notwithstanding the foregoing,
Parent will not be obligated to make annual premium payments for such insurance
to the extent such premiums exceed 300% of the annual premiums paid as of the
date of the Merger Agreement by the Company for such insurance. If such
insurance coverage cannot be obtained at all, or can only be obtained at an
annual premium in excess of such 300% amount, Parent or the Surviving
Corporation shall maintain the most advantageous policies of directors' and
officers' insurance obtainable for an annual premium equal to such 300% amount.
From and after the Effective Time, to the fullest extent permitted by
applicable law, Parent has agreed to, and to cause the Surviving Corporation to,
indemnify, defend and hold harmless the present and former officers and
directors of the Company and its subsidiaries and any employee of the Company or
its subsidiaries who acts as a fiduciary under any Company employee benefit plan
against all losses, claims, damages, liabilities, fees and expenses (including
attorneys' fees and disbursements), judgments, fines and amounts paid in
settlement (in the case of settlements, with the approval of the indemnifying
party (which approval shall not be unreasonably withheld or delayed)), as
incurred (payable monthly upon written request which request shall include
reasonable evidence of the amounts set forth therein) to the extent arising
from, relating to, or otherwise in respect of, any actual or threatened action,
suit, proceeding or investigation, in respect of actions or omissions occurring
at or prior to the Effective Time in connection with such indemnified party's
duties as an officer or director or employee of the Company or any of its
subsidiaries to the extent they are based on or arise out of or pertain to the
transactions contemplated by the Merger Agreement.
Parent has agreed that, in the event Parent or the Surviving Corporation or
any of their successors or assigns (i) consolidates with or merges into any
other person and shall not be the continuing or surviving corporation or entity
in such consolidation or merger or (ii) transfers or conveys all or any
substantial portion of its properties and assets to any person, then, and in
each such case, proper provision shall be made so that the successors and
assigns of such party assume the indemnification obligations of such party as
contemplated by the Merger Agreement.
Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the Company including among others,
representations as to due organization and existence, capital structure,
corporate authority, no violation of charter or by-laws, material contracts of
the Company or applicable law resulting from the Offer and the Merger, accuracy
of the Company's public filings, including financial statements, absence of any
material adverse change in the Company's business, absence of undisclosed
liabilities, and the accuracy of information included in certain materials in
connection with the Offer and the Merger.
The Merger Agreement contains various customary representations and
warranties of Parent, Purchaser and Merger Sub, including, among others,
representations as to due organization and existence, corporate authority, no
violation of charter or by-laws, material contracts of Parent or its
subsidiaries or applicable law resulting from the Offer and the Merger,
sufficiency of funds for the Offer and the Merger and the accuracy of
information included in certain materials in connection with the Offer and the
Merger.
Conditions to the Merger. The Merger Agreement provides that the
respective obligation of each party to effect the Merger is subject to the
satisfaction or waiver on or prior to the Closing Date of each of the following
conditions:
(a) if required by law in order to consummate the Merger, the Merger
Agreement will have been adopted by the requisite vote of the stockholders
of the Company;
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<PAGE> 32
(b) no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the
Merger or the other transactions contemplated under the Merger Agreement
will be in effect; provided, however, that prior to asserting this
condition each of the parties will have used its reasonable best efforts to
prevent the entry of any such injunction or other order and to appeal as
promptly as possible any such judgment that may be entered; and
(c) Purchaser will have purchased the Shares pursuant to the Offer.
Termination. The Merger Agreement may be terminated at any time prior to
the Effective Time, whether before or after receipt of the approval of the
Company's stockholders:
(a) by mutual written consent of Parent, Purchaser, Merger Sub and the
Company Board (as agreed to by the Special Committee) on behalf of the
Company;
(b) by either Parent or the Company Board (as agreed to by the Special
Committee) on behalf of the Company:
(i) if the purchase of the Shares pursuant to the Offer is not
consummated on or before August 16, 2000, unless the failure to
consummate the Offer is the result of a breach of the Merger Agreement
by the party seeking to terminate the Merger Agreement; or
(ii) if any Governmental Entity issues an order, decree or ruling
or takes any other action permanently enjoining, restraining or
otherwise prohibiting the Merger and such order, decree, ruling or other
action shall have become final and nonappealable; or
(c) by Parent if the Company Board or any committee thereof withdraws
or modifies, in a manner adverse to Parent, Purchaser or Merger Sub, or
proposes to withdraw or modify, in a manner adverse to Parent, Purchaser or
Merger Sub, its approval or recommendation of the Merger Agreement, the
Offer or the Merger or fails to recommend to the Company's stockholders
that they accept the Offer and vote for the adoption of the Merger
Agreement; or
(d) by the Company Board on behalf of the Company (as agreed to by the
Special Committee) if due to an occurrence or circumstance, not involving a
breach by the Company of its obligations hereunder, which would result in a
failure to satisfy any of the conditions to the Offer set forth in the
Merger Agreement or otherwise, Purchaser shall have terminated the Offer or
permitted the Offer to expire without the purchase of Shares thereunder.
In the event of such termination, except as provided in the Merger
Agreement, the Merger Agreement will become void and have no effect, without any
liability or obligation on the part of Parent, Purchaser or Merger Sub or the
Company, except to the extent that such termination results from the wilful and
material breach by a party of any representation, warranty or covenant set forth
in the Merger Agreement.
Amendments; Waivers. The Merger Agreement may be amended by the parties at
any time before or after receipt of the approval of the Company's stockholders;
provided, however, that any amendment that adversely affects in any material
respect the rights of the holders of Shares will require the approval of the
Special Committee; provided further, however, that after receipt of such
stockholder approval, no amendment may be made that under applicable law
requires further approval by the stockholders of the Company without the further
approval of such stockholders.
At any time prior to the Effective Time, the parties to the Merger
Agreement may (a) extend the time for the performance of any of the obligations
or other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties contained in the Merger Agreement or in any
document delivered pursuant to the Merger Agreement or (c) subject to the
requirements of applicable law, waive compliance with any of the agreements or
conditions contained in the Merger Agreement; provided, however, that any
extension or waiver that adversely affects the holders of Shares will require
the approval of the Special Committee.
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<PAGE> 33
DISSENTERS' RIGHTS
Under Section 262 of the DGCL, any holder of Shares at the Effective Time
(a "Remaining Stockholder") who does not wish to accept the Merger Consideration
pursuant to the Merger will have the right to seek an appraisal and be paid the
"fair value" of its Shares as of the Effective Time (exclusive of any element of
value arising from the accomplishment or expectation of the Merger) judicially
determined and paid to it in cash provided that such holder complies with the
provisions of such Section 262 of the DGCL.
The following is a brief summary of the statutory procedures to be followed
by a Remaining Stockholder in order to perfect appraisal rights under Delaware
law. This summary is not intended to be complete and is qualified in its
entirety by reference to Section 262 of the DGCL, the text of which is set forth
in Annex C hereto. Any Remaining Stockholder considering demanding appraisal is
advised to consult legal counsel. Appraisal rights will not be available unless
and until the Merger (or a similar merger) is consummated.
APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET
FORTH BELOW IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES
AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE
ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE
ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE
FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY
ACTION RELATING THERETO.
STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE
APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID
IN THE OFFER THEREFOR.
Remaining Stockholders of record who desire to exercise their appraisal
rights must fully satisfy all of the following conditions. A written demand for
appraisal of Shares must be delivered to the Secretary of the Company (x) before
the taking of the vote on the adoption of the Merger Agreement, if the Merger is
not being effected as a Short-Form Merger but rather is being consummated
following a vote thereon at a meeting of the Company's stockholders (a
"long-form merger"), and in such case such Remaining Stockholder must not vote
in favor of adoption of the Merger Agreement, or (y) within 20 days after the
date that the Surviving Corporation mails to the Remaining Stockholders a notice
(the "Notice of Merger") to the effect that the Merger is effective and that
appraisal rights are available (and includes in such notice a copy of Section
262 of the DGCL and any other information required thereby), if the Merger is
being effected as a Short-Form Merger without a vote or meeting of the Company's
stockholders. If the Merger is effected as a long-form merger, a written demand
for appraisal of Shares must be in addition to and separate from any proxy or
vote abstaining from or voting against adoption of the Merger Agreement, and
neither voting against, abstaining from voting, nor failing to vote on the
Merger Agreement will constitute a demand for appraisal within the meaning of
Section 262 of the DGCL.
In the case of a long-form merger, any stockholder seeking appraisal rights
must hold the Shares for which appraisal is sought on the date of the making of
the demand, continuously hold such Shares through the Effective Time, and
otherwise comply with the provisions of Section 262 of the DGCL. In the case of
both a Short-Form Merger and a long-form merger, a demand for appraisal must be
executed by or for the stockholder of record, fully and correctly, as such
stockholder's name appears on the stock certificates. If shares are owned of
record in a fiduciary capacity, such as by a trustee, guardian or custodian,
such demand must be executed by the fiduciary. If Shares are owned of record by
more than one person, as in a joint tenancy or tenancy in common, such demand
must be executed by all joint owners. An authorized agent, including an agent
for two or more joint owners, may execute the demand for appraisal for a
stockholder of record; however, the agent must identify the record owner and
expressly disclose the fact that, in exercising the demand, he is acting as
agent for the record owner.
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<PAGE> 34
A record owner, such as a broker, who holds Shares as a nominee for others,
may exercise appraisal rights with respect to the Shares held for all or less
than all beneficial owners of Shares as to which the holder is the record owner.
In such case the written demand must set forth the number of Shares covered by
such demand. Where the number of Shares is not expressly stated, the demand will
be presumed to cover all Shares outstanding in the name of such record owner.
Beneficial owners who are not record owners and who intend to exercise appraisal
rights should instruct the record owner to comply strictly with the statutory
requirements with respect to the exercise of appraisal rights before the date of
any meeting of stockholders of the Company called to approve the Merger in the
case of a long-form merger and within 20 days following the mailing of the
Notice of Merger in the case of a Short-Form Merger.
Remaining Stockholders who elect to exercise appraisal rights must mail or
deliver their written demands to: Secretary, Hartford Life, Inc., Law
Department, B1E, 200 Hopmeadow Street, Simsbury, Connecticut 06089. The written
demand for appraisal should specify the stockholder's name and mailing address,
the number of Shares covered by the demand and that the stockholder is thereby
demanding appraisal of such Shares.
In the case of a long-form merger, the Company must, within ten days after
the Effective Time, provide notice of the Effective Time to all stockholders who
have demanded appraisal and complied with Section 262 of the DGCL and have not
voted for adoption of the Merger Agreement. In the case of a long-form merger,
Remaining Stockholders electing to exercise their appraisal rights under Section
262 must not vote for the adoption of the Merger Agreement or consent thereto in
writing. Voting in favor of the adoption of the Merger Agreement, or delivering
a proxy in connection with the stockholders meeting called to adopt the Merger
Agreement (unless the proxy votes against, or expressly abstains from the vote
on, the adoption of the Merger Agreement), will constitute a waiver of the
stockholder's right of appraisal and will nullify any written demand for
appraisal submitted by the stockholder.
Regardless of whether the Merger is effected as a long-form merger or a
Short-Form Merger, within 120 days after the Effective Time, either the Company
or any stockholder who has demanded appraisal and complied with the required
conditions of Section 262 and who is otherwise entitled to appraisal rights may
file a petition in the Delaware Court of Chancery demanding a determination of
the fair value of the Shares of the dissenting stockholders. If a petition for
an appraisal is timely filed, after a hearing on such petition, the Delaware
Court of Chancery will determine which stockholders are entitled to appraisal
rights and thereafter will appraise the Shares owned by such stockholders,
determining the fair value of such Shares, exclusive of any element of value
arising from the accomplishment or expectation of the Merger, together with a
fair rate of interest to be paid, if any, upon the amount determined to be the
fair value. In determining fair value, the Delaware Court of Chancery is to take
into account all relevant factors. In Weinberger v. UOP, Inc., et al., the
Delaware Supreme Court discussed the factors that could be considered in
determining fair value in an appraisal proceeding, stating that "proof of value
by any techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered and
that "[f]air price obviously requires consideration of all relevant factors
involving the value of a company." The Delaware Supreme Court stated that in
making this determination of fair value the court must consider "market value,
asset value, dividends, earnings prospects, the nature of the enterprise and any
other facts which were known or which could be ascertained as of the date of
merger which throw any light on future prospects of the merged corporation." The
Delaware Supreme Court has construed Section 262 of the DGCL to mean that
"elements of future value, including the nature of the enterprise, which are
known or susceptible of proof as of the date of the merger and not the product
of speculation, may be considered." However, the court noted that Section 262
provides that fair value is to be determined "exclusive of any element of value
arising from the accomplishment or expectation of the merger."
Remaining Stockholders who in the future consider seeking appraisal should
have in mind that the fair value of their Shares determined under Section 262
could be more than, the same as, or less
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<PAGE> 35
than the Merger Consideration if they do seek appraisal of their Shares, and
that opinions of investment banking firms as to fairness from a financial point
of view are not necessarily opinions as to fair value under Section 262 of the
DGCL.
The cost of the appraisal proceeding may be determined by the Delaware
Court of Chancery and taxed upon the parties as the Delaware Court of Chancery
deems equitable in the circumstances. Upon application of a dissenting
stockholder, the Delaware Court of Chancery may order that all or a portion of
the expenses incurred by any dissenting stockholder in connection with the
appraisal proceeding, including, without limitation, reasonable attorneys' fees
and the fees and expenses of experts, be charged pro rata against the value of
all Shares entitled to appraisal. In the absence of such a determination or
assessment, each party bears its own expenses.
Any Remaining Stockholder who has duly demanded appraisal in compliance
with Section 262 of the DGCL will not, after the Effective Time, be entitled to
vote for any purpose the Shares subject to such demand or to receive payment of
dividends or other distributions on such Shares, except for dividends or other
distributions payable to stockholders of record at a date prior to the Effective
Time.
At any time within 60 days after the Effective Time, any former holder of
Shares shall have the right to withdraw his or her demand for appraisal and to
accept the Merger Consideration. After this period, such holder may withdraw his
or her demand for appraisal only with the consent of the Company as the
Surviving Corporation. If no petition for appraisal is filed with the Delaware
Court of Chancery within 120 days after the Effective Time, stockholders' rights
to appraisal shall cease and all stockholders shall be entitled to receive the
Merger Consideration. Inasmuch as the Company has no obligation to file such a
petition, and Parent has no present intention to cause or permit the Surviving
Corporation to do so, any stockholder who desires such a petition to be filed is
advised to file it on a timely basis. No petition timely filed in the Delaware
Court of Chancery demanding appraisal shall be dismissed as to any stockholder
without the approval of the Delaware Court of Chancery, and such approval may be
conditioned upon such terms as the Delaware Court of Chancery deems just.
Failure to take any required step in connection with the exercise of
appraisal rights may result in the termination or waiver of such rights.
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<PAGE> 36
BENEFICIAL OWNERSHIP OF COMMON STOCK
Directors and Officers. The following table sets forth, as of February 29,
2000, the number of Shares beneficially owned by the directors and executive
officers of the Company:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(1)(2)
- ------------------------ ---------------
<S> <C>
Ramani Ayer................................................. 12,000
Gregory A. Boyko............................................ 39,099
Gail Deegan................................................. 1,689
Donald R. Frahm............................................. 7,620
Paul G. Kirk, Jr. .......................................... 3,679
Thomas M. Marra............................................. 209,227
Robert E. Patricelli........................................ 2,337
Robert W. Selander.......................................... 4,600
Lowndes A. Smith............................................ 254,827
H. Patrick Swygert.......................................... 2,649
Gordon I. Ulmer............................................. 4,620
Lizabeth Zlatkus............................................ 26,011
David M. Znamierowski....................................... 24,438
David K. Zwiener............................................ 5,000
All directors and executive officers as a group (17
persons).................................................. 675,332
</TABLE>
- ---------------
(1) All Shares are owned directly except as otherwise indicated below. Pursuant
to regulations of the SEC, Shares (i) that may be acquired by directors and
executive officers upon exercise of stock options exercisable within sixty
days, (ii) that have been allocated under Parent's Investment and Savings
Plan and Parent's Excess Savings Plan based on a valuation of plan accounts
as of February 29, 2000, (iii) that have been acquired by directors and
executive officers under the Company's Dividend Reinvestment and Cash
Payment Plan through February 29, 2000, (iv) that are owned by a director's
or executive officer's spouse or minor child, or (v) that have been granted
under the Company's Incentive Stock Plan or the Non-Employee Directors
Restricted Stock Plan and are restricted, but as to which the directors or
executive officers have the right to vote, are deemed to be beneficially
owned by such directors and executive officers as of such date and are
included in the number of Shares listed in the table above.
Of the number of Shares shown above, the following represent shares that may
be acquired upon exercise of stock options that are exercisable within sixty
days by: Mr. Smith, 195,622 shares; Mr. Marra, 144,880 shares; Ms. Zlatkus,
18,030 shares; Mr. Znamierowski, 19,809 shares; Mr. Boyko, 28,555 shares;
and all present directors and executive officers as a group, 468,381 shares.
(2) The Shares beneficially owned by each person named above do not exceed one
percent of the outstanding Shares. The Shares beneficially owned by the
group of directors and executive officers as a whole represent 2.56% of the
outstanding Shares.
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<PAGE> 37
Certain Shareholders. The following table sets forth information, based on
reports filed by such persons with the SEC, with respect to ownership by persons
believed by the Company, as of February 29, 2000, to be the beneficial owners of
more than 5% of its outstanding common stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- ---------- ----------
<S> <C> <C> <C>
Class A Common Stock........ FMR Corp. 2,824,600(1) 10.876%(2)
82 Devonshire Street
Boston, MA 02109
Class B Common Stock........ The Hartford Financial 114,000,000(3) 100%
Services Group, Inc.
690 Asylum Avenue
Hartford, CT 06115
</TABLE>
- ---------------
(1) Based on a Schedule 13G/A filed with the SEC dated February 14, 2000. The
Schedule 13G/A reported that FMR Corp. has sole voting power with respect to
348,640 Shares and sole dispositive power with respect to 2,824,600 Shares.
(2) Calculated on the basis of the number of Shares outstanding as of February
29, 2000.
(3) The shares of Class B Common Stock are held of record by Hartford Fire
Insurance Company. The 114,000,000 shares of Class B Common Stock represent
approximately 95.6% of the combined voting power of all Shares and Class B
Common Stock and approximately 81.5% of all shares of common stock of the
Company, in each case, outstanding as of February 29, 2000. Each share of
Class B Common Stock may, at the option of the holder thereof, be
immediately converted into one Share.
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES
To the Company's, Parent's and Purchaser's knowledge, no transactions in
the Shares, except as set forth on Schedule II, have been effected during the
past 60 days by the Company or its executive officers, directors, affiliates and
any associates or majority owned subsidiaries and any executive officer or
director of any subsidiary, or by Parent or its executive officers, directors,
affiliates and any associates or majority owned subsidiaries and any executive
officer or director of any subsidiary, or by Purchaser or its executive
officers, directors, affiliates and any associates or majority owned
subsidiaries and any executive officer or director of any subsidiary.
Since the commencement of the Company's second full fiscal year preceding
the date of this Offer to Purchase, no purchases of Shares were made by the
Company, Parent or Purchaser, except purchases made by the Company pursuant to
its stock repurchase program and the 1997 Hartford Life, Inc. Employee Stock
Purchase Plan as described in Schedule II.
The Company made an underwritten initial public offering of 26 million
Shares on May 22, 1997 at a price per Share of $28.25 for gross proceeds of
$734,500,000.
Except as set forth in this Offer to Purchase, neither the Company nor, to
the Company's knowledge, any of its affiliates, directors or executive officers
or any person controlling the Company is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to, or in connection with, the Offer with respect to any securities
of the Company (including, without limitation, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies, consents or authorizations). Except as described in this Offer to
Purchase, since the second full fiscal year preceding the date of this Offer to
Purchase, no contracts or negotiations concerning a merger, consolidation, or
acquisition, a tender offer for or other acquisition of any securities of the
Company, an election of directors of the Company, or a sale or other
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<PAGE> 38
transfer of a material amount of assets of the Company, has been entered into or
has occurred between any affiliates of the Company, Parent or Purchaser or
between the Company or any of its affiliates and any unaffiliated person. Except
as described in this Offer to Purchase, since the third full fiscal year
preceding the date of this Offer to Purchase, the Company has not made any
underwritten public offering of the Shares that was (i) registered under the
Securities Act of 1933 or (ii) exempt from registration under the Securities Act
of 1933 pursuant to Regulation A thereunder.
To the best of the Company's knowledge, after reasonable inquiry, all of
the directors or executive officers of the Company, other than those
individuals, if any, for whom the tender of Shares could cause them to incur
liability under the provisions of Section 16(b) of the Exchange Act, or to the
extent their Shares are Restricted Shares (as defined in the Merger Agreement),
and other than those individuals who intend to make charitable contributions of
Shares, intend to tender pursuant to the Offer or sell Shares held by them.
RELATED PARTY TRANSACTIONS
In connection with the initial public offering of the Shares in 1997,
Parent and the Company entered into various agreements including a master
intercompany agreement, an investment management agreement, a tax sharing
agreement and a sublease, the general terms of which are summarized below. The
agreements are intended to generally maintain the relationship between Parent
and the Company in a manner consistent in all material respects with past
practice prior to the initial public offering of the Shares. The descriptions
set forth below are intended to be summaries and are qualified in their entirety
by reference to the relevant agreement or form thereof filed with the SEC in
connection with the initial public offering of the Shares.
MASTER INTERCOMPANY AGREEMENT
Services. Parent and the Company entered into a master intercompany
agreement (the "Master Intercompany Agreement"), which provides for those
services that Parent provides to the Company and that the Company provides to
Parent. The costs of such services are allocated according to established
methodologies determined on an annual basis by Parent. These services include,
among others, certain corporate relations, executive, government affairs, human
resources, legal, investment, finance, real estate, information management,
internal audit, cash management, tax and treasury services.
Approval of Corporate Activities. The Master Intercompany Agreement
requires that prior to the date on which Parent ceases to beneficially own 50%
or more of the combined voting power of the Shares and Class B Common Stock,
neither the Company nor any of its subsidiaries may undertake or agree to
undertake certain fundamental corporate actions without the prior written
consent of Parent. Such actions include material mergers or consolidations or
other acquisitions, redemptions, acquisitions and issuance of capital stock, and
certain other transactions.
Registration Rights. The Master Intercompany Agreement also provides that,
upon the request of Parent, the Company will use its best efforts to effect the
registration for sale under the applicable federal and state securities laws of
any of the shares of the Company's common stock beneficially owned by Parent,
subject to certain limitations. Parent also has the right, subject to certain
limitations, to "piggy back registration" to include shares of the Company's
common stock beneficially owned by Parent in certain other registrations of such
securities initiated by the Company on its own behalf or on behalf of its other
stockholders. The Company, subject to the provisions of the Master Intercompany
Agreement, is generally obligated to pay all out-of-pocket costs and expenses in
connection with each such registration that Parent requests or in which Parent
participates.
Indemnification. The Master Intercompany Agreement further provides for
the assumption of liabilities and cross-indemnities allocating liability in
respect of the Company's businesses to the Company and in respect of Parent's
businesses (other than the businesses of the Company and its
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subsidiaries) to Parent. In addition, for those liabilities not specifically
arising out of or allocable to either of their respective former or present
businesses, the parties will share such liabilities, allocating 30% of the cost
of such liabilities to the Company and 70% of the cost of such liabilities to
Parent. In addition, the Company is responsible for 30% of certain shared
liabilities under certain agreements executed in connection with the spin-off of
Parent by ITT Corporation in 1995 (the "ITT Spin-Off") and for which Parent has
responsibility thereunder, including tax sharing liabilities.
License and Sublicense. Purchaser granted to the Company a license to use
the "Hartford" name, the "Stag" logo and certain other trademarks and service
marks, each such license is subject to customary usage restrictions. Subject to
certain limitations, each of the licenses is perpetual, except that if Parent
reduces its beneficial ownership below 50% of the combined voting power of the
outstanding voting stock of the Company, Purchaser may revoke its license to the
Company upon the later of the fifth anniversary of the date of consummation of
the initial public offering of the Shares or one year after receipt by the
Company of written notice of Purchaser's intention to revoke the license.
TAX SHARING AGREEMENT AND TAX CONSOLIDATION
Parent and the Company entered into a tax sharing agreement (the "Tax
Sharing Agreement") pursuant to which they agreed to allocate federal, state and
local tax liabilities between them. So long as Parent continues to beneficially
own, directly or indirectly, at least 80% of the combined voting power and the
value of the outstanding capital stock of the Company, the Company will be
included for federal income tax purposes in the consolidated group of which
Parent is the common parent. However, under the Tax Sharing Agreement, Parent
and the Company make payments between them such that, with respect to any
period, the amount of taxes to be paid by the Company, subject to certain
adjustments, generally will be determined as though the Company were to file
separate federal, state and local income tax returns. With respect to certain
tax items, however, such as foreign tax credits, alternative minimum tax
credits, net operating losses and net capital losses, the Company's right to
reimbursement will be determined based on the usage of such credits or losses by
the consolidated group.
INVESTMENT MANAGEMENT AGREEMENTS
Parent and the Company also entered into investment management agreements
(the "Investment Management Agreements"). These agreements provide that the
investment staff of Parent will implement (e.g., selection, purchase and sale of
securities) the investment strategies determined by the investment strategy
group of the Company and act as advisor to certain of the Company's
non-guaranteed separate accounts and mutual funds. The Investment Management
Agreements also provide that the Company pay a fee designed to reflect the
actual costs of providing such services. The Company paid $26,088,000 in fees in
1999.
SIMSBURY SUBLEASE
The Company's headquarters, located in Simsbury, Connecticut, is currently
leased from a third party by Purchaser pursuant to a sale-leaseback arrangement.
After the initial public offering of the Shares, the Company subleased from
Purchaser the right to use the headquarters building pursuant to a sublease
agreement. Purchaser retained the right to purchase the facility and the renewal
option in respect of the sale-leaseback arrangement. In addition, a subsidiary
of Parent owns the land underlying and surrounding the headquarters building.
The sublease expires on January 1, 2010. Rental payments are fixed (but not
level) over the term of the lease. In 1999, the Company paid rent of $12
million, and it is anticipated that it will pay rent of $21 million in each of
2000, 2001, 2002 and 2003, respectively, and $131 million thereafter in the
aggregate over the remaining term of the sublease.
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THE TENDER OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of such extension or amendment), Purchaser will accept for
payment, and will pay for, all Shares validly tendered prior to the Expiration
Date (as hereinafter defined) and not withdrawn as permitted by "THE TENDER
OFFER -- Section 4. Withdrawal Rights." The term "Expiration Date" means 12:00
midnight, New York City time, on Wednesday, June 21, 2000, unless and until
Purchaser (but subject to the terms and conditions of the Merger Agreement)
shall have extended the period during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by Purchaser, shall expire.
Subject to the provisions of the Merger Agreement, Purchaser may waive any
or all of the conditions to its obligation to purchase Shares pursuant to the
Offer. If by the initial Expiration Date or any subsequent Expiration Date any
or all of the conditions to the Offer have not been satisfied or waived, subject
to the provisions of the Merger Agreement, Purchaser may elect to (i) terminate
the Offer and return all tendered Shares to tendering stockholders, (ii) waive
all of the unsatisfied conditions and, subject to any required extension,
purchase all Shares validly tendered by the Expiration Date and not properly
withdrawn or (iii) extend the Offer and, subject to the right of stockholders to
withdraw Shares until the new Expiration Date, retain the Shares that have been
tendered until the expiration of the Offer as extended.
The Merger Agreement provides that, without the consent of the Company
(expressed in a resolution adopted by both the Special Committee and the Company
Board), Purchaser will not (i) reduce the Offer Price or change the form of
consideration to be paid pursuant to the Offer, (ii) add to the conditions to
the Offer set forth in "THE TENDER OFFER -- Section 12. Certain Conditions to
the Offer" or modify such conditions in any manner adverse to the holders of
Shares or (iii) otherwise amend the Offer in any manner materially adverse to
the holders of Shares.
Notwithstanding the foregoing, Purchaser may, without the consent of the
Company, (i) extend the Offer if, at the scheduled Expiration Date, any of the
conditions to the Offer specified in the section "THE TENDER OFFER -- Section
13. Certain Conditions to the Offer" are not satisfied, until such time as such
conditions have been satisfied or waived; (ii) extend the Offer for a period of
not more than 10 business days beyond the initial expiration date of the Offer,
if on the date of such extension less than 90% (including such numbers of Shares
as may be issued upon conversion of the shares of Class B Common Stock) of the
outstanding Shares have been validly tendered and not properly withdrawn
pursuant to the Offer; (iii) extend the Offer for any period required by any
rule, regulation, interpretation or position of the SEC or the staff thereof
applicable to the Offer; and (iv) extend the Offer for any reason for a period
of not more than five business days beyond the latest expiration date that would
otherwise be permitted under clause (i), (ii) or (iii) of this sentence.
Pursuant to Rule 14d-11 under the Exchange Act, Purchaser may, subject to
certain conditions, provide a subsequent offering period following the
expiration of the Offer on the Expiration Date (a "Subsequent Offering Period").
A Subsequent Offering Period is an additional period of time up to twenty
business days in length, beginning after Purchaser purchases Shares tendered in
the Offer, during which stockholders may tender, but not withdraw, their Shares
and receive the Offer Price.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 13e-3(e),
l4d-4(d),14d-6(c) and 14e-l under the Exchange Act, which require that material
changes be promptly disseminated to stockholders in a manner reasonably designed
to inform them of such changes) and without limiting the manner in which
Purchaser may choose to make any public announcement, Purchaser shall
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<PAGE> 41
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a press release to the Dow Jones News
Service.
If Purchaser is delayed in its payment for the Shares or is unable to pay
for Shares pursuant to the Offer for any reason, then, without prejudice to
Purchaser's rights under the Offer, the Depositary may retain tendered Shares on
behalf of Purchaser, and such Shares may not be withdrawn except to the extent
tendering stockholders are entitled to withdrawal rights as described in "THE
TENDER OFFER -- Section 4. Withdrawal Rights." However, the ability of Purchaser
to delay the payment for Shares which Purchaser has accepted for payment is
limited by Rule 14e-1(c) under the Exchange Act, which requires that bidder pay
the consideration offered or return the securities deposited by, or on behalf
of, holders of securities promptly after the termination or withdrawal of the
Offer. If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, Purchaser will extend the Offer to the extent required by Rules 13e-3(e),
14d-4(d), l4d-6(c) and 14e-1 under the Exchange Act. The minimum period during
which the Offer must remain open following material changes in the terms of the
Offer or information concerning the Offer, other than a change in price or
change in percentage of securities sought, will depend upon the facts and
circumstances then existing, including the relative materiality of the changed
terms or information. For purposes of the Offer, a "business day" means any day
other than a Saturday, Sunday or United States federal holiday and consists of
the time period from 12:01 a.m. through 12:00 midnight, New York City time. The
requirement to extend the Offer will not apply to the extent that the number of
business days remaining between the occurrence of the change and the then-
scheduled Expiration Date equals or exceeds the minimum extension period that
would be required because of such amendment. If, prior to the Expiration date,
Purchaser increases the consideration offered to holders of Shares pursuant to
the Offer, such increased consideration will be paid to all holders whose Shares
are purchased in the Offer whether or not such Shares were tendered prior to
such increase.
The Company has provided Purchaser with the Company's stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares whose names appear on the Company's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment), Purchaser
will accept for payment, and will pay for, all Shares validly tendered prior to
the Expiration Date and not properly withdrawn, as soon as practicable after the
Expiration Date. Subject to applicable rules of the SEC, Purchaser expressly
reserves the right to delay acceptance for payment of, or payment for, Shares in
order to comply in whole or in part with any other applicable law.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares (the "Certificates") or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "THE TENDER OFFER -- Section 3. Procedures for Tendering
Shares," (ii) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message (as defined below) in lieu of
the Letter of Transmittal and (iii) any other documents required by the Letter
of Transmittal.
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For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary, as agent for the tendering stockholders, of Purchaser's acceptance
for payment of such Shares pursuant to the Offer. Upon the terms and subject to
the conditions of the Offer, payment for Shares accepted for payment pursuant to
the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payments from Purchaser and transmitting such payments to tendering
stockholders whose Shares have been accepted for payment. Under no circumstances
will interest on the Offer Price for Shares be paid, regardless of any delay in
making such payment.
If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Certificates are submitted
evidencing more Shares than are tendered, Certificates evidencing unpurchased
Shares will be returned, without expense to the tendering shareholder (or, in
the case of Shares tendered by book-entry transfer into the Depositary's account
at DTC pursuant to the procedure set forth in "THE TENDER OFFER -- Section 3.
Procedures for Tendering Shares," such Shares will be credited to an account
maintained at DTC), as promptly as practicable following the expiration or
termination of the Offer.
Purchaser reserves the right to transfer or assign, in whole or from time
to time in part, to one or more of its affiliates, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer, but any such
transaction or assignment will not relieve Purchaser of its obligations under
the Offer and will in no way prejudice the rights of tendering stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer.
3. PROCEDURES FOR TENDERING SHARES. Except as set forth below, in order
for Shares to be validly tendered pursuant to the Offer, the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
together with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other
documents required by the Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase and either (i) the Certificates evidencing tendered Shares must be
received by the Depositary at such address or such Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a Book-
Entry Confirmation must be received by the Depositary (including an Agent's
Message if the tendering shareholder has not delivered a Letter of Transmittal),
in each case on or prior to the Expiration Date, or (ii) the tendering
shareholder must comply with the guaranteed delivery procedures described below.
No alternative, conditional or contingent tenders will be accepted. The term
"Agent's Message" means a message, transmitted by electronic means to, and
received by, the Depositary and forming a part of a Book-Entry Confirmation
which states that DTC has received an express acknowledgment from the
participant in DTC tendering the Shares which are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such agreement
against such participant.
Benefit Plans. Participants in The Hartford Investment and Savings Plan
(the "Plan") and the 1997 Hartford Life, Inc. Employee Stock Purchase Plan
(together, the "Benefit Plans") who wish to have the respective trustees of the
Benefit Plans tender their respective interests in Shares held under the Benefit
Plans should so indicate by completing, executing and returning to the trustee
the confidential instruction form included in the notice sent to such
participants. Participants in the Plan may not use the Letter of Transmittal to
direct the trustee of the Benefit Plans to tender their interests in the Shares
held under the Benefit Plans, but must use the separate instruction form sent to
them. Under the terms of the Plan, Plan participants who fail to timely instruct
the trustee of such Plan whether or not they wish to tender their Shares will be
deemed to have instructed the trustee not to tender. It should be noted,
however, that under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the trustee of the Plan may be obligated to take action and
make
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an independent decision irrespective of directions given by participants.
Accordingly, although instructions from participants in the Plan are being
solicited for the trustee's information and will be given due consideration by
it, the trustee of the Plan is not bound under ERISA by such instructions and
accordingly may tender Shares or may not tender Shares, as the case may be,
contrary to such designations. The subsequent reinvestment of the proceeds from
the tendered Shares will be followed by the trustee governed by the terms of the
applicable Benefit Plan.
Participants in the Benefit Plans should forward instructions to the
respective trustee as promptly as possible (and in any event such instructions
must be received by the trustee by 5:00 p.m., New York City time, on June 15,
2000). As noted herein, the Offer and withdrawal rights expire at 12:00
midnight, New York City time, on Wednesday, June 21, 2000, unless the Offer is
extended.
Participants in the Benefit Plans are urged to read the separate
instruction forms carefully.
Book-Entry Transfer. The Depositary will establish accounts with respect
to the Shares at DTC for purposes of the Offer within two business days after
the date of this Offer to Purchase. Any financial institution that is a
participant in DTC's system may make a book-entry delivery of Shares by causing
DTC to transfer such Shares into the Depositary's account in accordance with
DTC's procedures for such transfer. However, although delivery of Shares may be
effected through book-entry transfer at DTC, either the Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, together with
any required signature guarantees, or an Agent's Message in lieu of the Letter
of Transmittal, and any other required documents, must, in any case, be received
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase prior to the Expiration Date, or the tendering stockholder
must comply with the guaranteed delivery procedure described below. DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a member of the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), except in cases
where Shares are tendered (i) by a registered holder of Shares who has not
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. If a Certificate is registered in
the name of a person other than the signatory of the Letter of Transmittal (or a
facsimile thereof), or if payment is to be made, or a Certificate not accepted
for payment or not tendered is to be returned, to a person other than the
registered holder(s), then the Certificate must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the Certificate, with the signature(s) on such
Certificate or stock powers guaranteed by an Eligible Institution. If the Letter
of Transmittal or stock powers are signed or any certificate is endorsed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by Purchaser, proper
evidence satisfactory to Purchaser of their authority to so act must be
submitted. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and the Certificates evidencing such stockholder's Shares are not
immediately available or such stockholder cannot deliver the Certificates and
all other required documents to the Depositary prior to the Expiration Date, or
such shareholder cannot complete the procedure for delivery by book-entry
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transfer on a timely basis, such Shares may nevertheless be tendered, provided
that all the following conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by Purchaser, is received
prior to the Expiration Date by the Depositary as provided below; and
(iii) the Certificates (or a Book-Entry Confirmation) evidencing all
tendered Shares, in proper form for transfer, in each case together with
the Letter of Transmittal (or a facsimile thereof), properly completed and
duly executed, with any required signature guarantees (or, in connection
with a book-entry transfer, an Agent's Message), and any other documents
required by the Letter of Transmittal are received by the Depositary within
three NYSE trading days after the date of execution of such Notice of
Guaranteed Delivery. A "trading day" is any day on which the NYSE is open
for business.
The Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram or facsimile transmission to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in the form
of Notice of Guaranteed Delivery made available by Purchaser.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of the
Certificates evidencing such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, and the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by Purchaser in its sole discretion, which
determination shall be final and binding on all parties. Purchaser reserves the
absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance for payment of which may, in the opinion of its
counsel, be unlawful. Purchaser also reserves the absolute right to waive any
condition of the Offer or any defect or irregularity in the tender of any
particular Shares of any particular stockholder, whether or not similar defects
or irregularities are waived in the case of other stockholders, and Purchaser's
interpretation of the terms and conditions of the Offer will be final and
binding on all persons. No tender of Shares will be deemed to have been validly
made until all defects and irregularities have been cured or waived to the
satisfaction of Purchaser. None of Purchaser, Parent, the Dealer Managers, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
Other Requirements. By executing the Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of Purchaser as
such stockholder's proxies, each with full power of substitution, in the manner
set forth in the Letter of Transmittal, to the full extent of such stockholder's
rights with respect to the Shares tendered by such stockholder and accepted for
payment by Purchaser (and with respect to any and all other shares or other
securities issued or issuable in respect of such Shares on or after the date of
this Offer to Purchase). All such proxies shall be considered coupled with an
interest in the tendered Shares. Such appointment will be effective when, and
only to the extent that, Purchaser accepts such Shares for payment. Upon such
acceptance for payment, all prior proxies given by such stockholder with respect
to such Shares
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(and such other Shares and securities) will be revoked without further action,
and no subsequent proxies may be given nor any subsequent written consent
executed by such stockholder (and, if given or executed, will not be deemed to
be effective) with respect thereto. The designees of Purchaser will, with
respect to the Shares for which the appointment is effective, be empowered to
exercise all voting and other rights of such shareholder as they in their sole
discretion may deem proper at any annual or special meeting of the Company's
stockholders or any adjournment or postponement thereof, by written consent in
lieu of any such meeting or otherwise. Purchaser reserves the right to require
that, in order for Shares to be deemed validly tendered, immediately upon
Purchaser's payment for such Shares, Purchaser must be able to exercise full
voting rights with respect to such Shares.
The acceptance for payment by Purchaser of Shares pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering shareholder and Purchaser upon the terms and subject to the conditions
of the Offer.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENTS
MADE TO CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT
TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH
STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN") AND CERTIFY THAT
SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP
WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO
WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH STOCKHOLDER. SEE INSTRUCTION 9 OF THE
LETTER OF TRANSMITTAL. NON-UNITED STATES HOLDERS MUST SUBMIT A COMPLETED FORM
W-8 OR FORM W-8BEN TO AVOID BACKUP WITHHOLDING. SEE INSTRUCTION 12 OF THE LETTER
OF TRANSMITTAL. THESE FORMS MAY BE OBTAINED FROM THE DEPOSITARY.
4. WITHDRAWAL RIGHTS. Tenders of the Shares made pursuant to the Offer are
irrevocable except that such Shares may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by Purchaser
pursuant to the Offer, may also be withdrawn at any time after July 22, 2000. If
Purchaser extends the Offer, is delayed in its acceptance for payment of Shares
or is unable to accept Shares for payment pursuant to the Offer for any reason,
then, without prejudice to Purchaser's rights under the Offer, the Depositary
may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such
Shares may not be withdrawn except to the extent that tendering stockholders are
entitled to withdrawal rights as described in this Section 4.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder of such Shares, if different from that of the person who
tendered such Shares. If Certificates evidencing Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Certificates, the serial numbers shown on such
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares," any
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawn Shares or must otherwise comply with DTC's
procedures.
Withdrawals of tenders of Shares may not be rescinded, and Shares properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by again following the
procedures described in "THE TENDER OFFER --
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Section 3. Procedures for Tendering Shares," at any time prior to the Expiration
Date or during a subsequent offering period under Rule 14d-11 under the Exchange
Act if the Offer is amended to provide for one.
No withdrawal rights will apply to Shares tendered into a subsequent
offering period under Rule 14d-11 under the Exchange Act and no withdrawal
rights apply during a subsequent offering period under Rule 14d-11 under the
Exchange Act with respect to Shares tendered in the Offer and accepted for
payment.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, whose determination will be final and binding. None of Parent,
Purchaser, the Dealer Managers, the Depositary, the Information Agent or any
other person will be under duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
5. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. The receipt of cash for
Shares pursuant to the Offer or in the Merger will be a taxable transaction for
U.S. federal income tax purposes under the Code and may also be a taxable
transaction under applicable state, local or foreign tax laws. Generally, a
stockholder who receives cash in exchange for Shares pursuant to the Offer or
the Merger will recognize gain or loss for U.S. federal income tax purposes
equal to the difference between the amount of cash received and such
stockholder's adjusted tax basis in the Shares exchanged therefor. Provided that
such Shares constitute capital assets in the hands of the stockholder, such gain
or loss will be capital gain or loss, and will be long-term capital gain or loss
if the holder has held the Shares for more than one year at the time of sale.
Gain or loss will be calculated separately for each block of Shares tendered
pursuant to the Offer or converted pursuant to the Merger. The maximum U.S.
federal income tax rate applicable to individual taxpayers on long-term capital
gain is 20%, and the deductibility of capital losses is subject to limitations.
The foregoing discussion may not be applicable to a stockholder who
acquired Shares pursuant to the exercise of employee stock options or otherwise
as compensation or to a stockholder who is otherwise subject to special tax
treatment under the Code (e.g., brokers, dealers in securities, banks, insurance
companies, tax-exempt organizations and financial institutions and taxpayers
that are neither citizens nor residents of the United States or that are foreign
corporations, foreign estates or trusts for United States federal income tax
purposes).
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW, WHICH IS SUBJECT TO
CHANGE POSSIBLY WITH RETROACTIVE EFFECT. ALL STOCKHOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER
AND THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE
MINIMUM TAX, AND STATE, LOCAL OR NON-UNITED STATES INCOME AND OTHER TAX LAWS.
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<PAGE> 47
6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and principally
traded on the NYSE under the symbol "HLI." The following table sets forth, for
the quarters indicated, the high and low sales prices per Share on the NYSE as
reported by published financial sources and the quarterly dividends paid per
Share:
<TABLE>
<CAPTION>
NYSE: HIGH LOW DIVIDENDS
- ----- ---- --- ---------
<S> <C> <C> <C>
1998:
First Quarter.................................. $ 50.00 $ 40.00 $ 0.09
Second Quarter................................. 56.94 46.75 0.09
Third Quarter.................................. 62.19 42.25 0.09
Fourth Quarter................................. 58.38 33.88 0.09
1999:
First Quarter.................................. 59.38 50.25 0.09
Second Quarter................................. 55.00 45.63 0.09
Third Quarter.................................. 53.25 42.38 0.09
Fourth Quarter................................. 54.50 37.63 0.09
2000:
First Quarter.................................. 46.88 29.75 0.10
Second Quarter (through May 23)................ 50.50 46.00 0.10(1)
</TABLE>
- ---------------
(1) Payable on July 3, 2000 to stockholders of record as of June 1, 2000.
The 2000 second quarter dividend of $.10 per Share will be payable on July
3, 2000 to stockholders of record as of June 1, 2000. For information on the
Company's ability to pay dividends under the terms of the Merger Agreement, see
"SPECIAL FACTORS -- The Merger Agreement -- Interim Operations."
On March 27, 2000, the last full trading day prior to the original
submission of the proposal by Parent to the Company Board, the last sale price
per Share as reported on the NYSE was $40.50. On March 30, 2000, the last full
trading day prior to the initial public announcement with respect to the
proposed Offer, the last sale price per Share as reported on the NYSE was
$45.0625. On May 23, 2000, the last full trading day prior to the commencement
of the Offer, the last sale price per Share as reported on the NYSE was $50.19.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES.
7. CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise set
forth herein, the information concerning the Company contained in this Offer to
Purchase, including financial information, has been furnished by the Company or
has been taken from or based upon publicly available documents and records on
file with the SEC and other public sources. Neither Parent nor Purchaser assumes
any responsibility for the accuracy or completeness of the information
concerning the Company furnished by the Company or contained in such documents
and records or for any failure by the Company to disclose events which may have
occurred or may affect the significance or accuracy of any such information but
which are unknown to Parent or Purchaser.
General. As of December 31, 1999, Hartford Life, Inc. was the nation's
third largest life insurance group, based on year end statutory assets. Through
its insurance subsidiaries, the Company offers a comprehensive portfolio of
fixed and variable annuities, life insurance coverages, mutual funds, employee
benefits, group retirement plans and institutional liability funding products.
Financial Information. Set forth below is certain selected financial
information relating to the Company which has been excerpted or derived from the
audited financial statements contained in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (the "Form 10-K") and the
Company's unaudited financial statements contained in the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000 (the "Form 10-Q"). More
comprehensive financial information is included in the Form 10-K, the Form 10-Q
and other documents filed by the Company with the SEC. The financial information
that follows is qualified in its entirety by reference to such reports and other
documents and such reports and other documents may be examined at, and copies
may be obtained from, the offices of the SEC in the manner set forth below.
43
<PAGE> 48
HARTFORD LIFE, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AS OF AS OF
MARCH 31, DECEMBER 31,
-------------------- --------------------
2000 1999 1999 1998
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA
General account invested assets............. $ 21,236 $ 22,335 $ 21,786 $ 24,882
Separate account assets(1).................. 116,543 93,725 110,652 90,628
All other assets............................ 6,471 6,456 6,595 6,512
Total assets...................... $144,250 $122,516 $139,033 $122,022
Policy liabilities.......................... $ 22,049 $ 22,962 $ 23,109 $ 25,484
Separate account liabilities(1)............. 116,543 93,725 110,652 90,628
Debt........................................ 650 650 650 650
Company obligated mandatorily redeemable
preferred securities of subsidiary trust
holding solely parent junior subordinated
debentures(2)............................. 250 250 250 250
All other liabilities....................... 2,293 2,477 2,066 2,517
Total liabilities................. $141,785 $120,064 $136,727 $119,529
Total stockholders' equity........ $ 2,465 $ 2,452 $ 2,306 $ 2,493
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
-------------------- --------------------
2000 1999 1999 1998
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Total revenue............................... $ 1,446 $ 1,335 $ 5,536 $ 5,788
Total expenses.............................. 1,296 1,229 5,069 5,402
Net income........................ $ 150 $ 106 $ 467 $ 386
EARNINGS PER SHARE DATA
Basic earnings per share.................... $ 1.07 $ 0.76 $ 3.34 $ 2.76
Diluted earnings per share.................. $ 1.07 $ 0.76 $ 3.33 $ 2.75
Dividends declared per common share......... $ 0.10 $ 0.09 $ 0.36 $ 0.36
</TABLE>
- ---------------
(1) Includes both non-guaranteed and guaranteed separate accounts.
(2) On June 29, 1998, Hartford Life Capital I, a special purpose Delaware trust
formed by the Company, issued 10,000,000 7.2% Trust Preferred Securities,
Series A ("Series A Preferred Securities"). The proceeds from the sale of
the Series A Preferred Securities were used to acquire $250 of 7.2% Series A
Junior Subordinated Deferrable Interest Debentures issued by the Company.
44
<PAGE> 49
HARTFORD LIFE, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS, EXCEPT FOR RATIOS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
-------------------- ------------------
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings........................................ $220 $157 $686 $585
Add:
Fixed charges
Interest expense.............................. 17 17 67 58
Interest factor attributable to rentals....... 3 3 11 10
Total fixed charges........................... 20 20 78 68
Earnings, as defined............................ $240 $177 $764 $653
Fixed charges
Fixed charges above........................... $ 20 $ 20 $ 78 $ 68
Dividends on subsidiary preferred stock....... -- -- -- --
Total fixed charges and preferred dividend
requirements.................................. $ 20 $ 20 $ 78 $ 68
Ratios
Earnings, as defined, to total fixed
charges.................................... 12.0 8.9 9.8 9.6
Earnings, as defined, to total fixed charges
and preferred dividend requirements........ 12.0 8.9 9.8 9.6
</TABLE>
Company Projections. In October 1999, the Company prepared an operating
plan for fiscal year 2000 (the "Plan"). On March 30, 2000, management of the
Company presented a set of forecasted financial information for fiscal year 2000
(the "Forecast") to Parent in connection with Parent's review and evaluation of
the Company and the ensuing negotiations of the Merger Agreement. Copies of the
Forecast were also provided by the Company to the Company Board and the Special
Committee and its financial advisors. The Company has advised Parent that it
does not as a matter of course make public forecasts as to earnings and that the
Forecast was prepared for internal purposes and not with a view to dissemination
to the public. The Forecast does not reflect (i) the Company's actual
performance, (ii) changes in the Company's business, in the financial markets or
in the economy in general, or (iii) prospective changes in the Company's
business, in the financial markets or in the economy in general resulting from
events which have occurred, in each case, since the date the Forecast was
prepared. The Forecast was not prepared with a view to complying with the
published guidelines of the SEC regarding projections or with the AICPA Guide
for Prospective Financial Statements. The information is included in this Offer
to Purchase only because it was furnished to Parent, the Company Board and the
Special Committee. The independent public accountants of the Company have
neither examined nor compiled the Forecast and, accordingly, do not express an
opinion or any other form of assurance with respect thereto. The reports of such
independent public accountants on the financial statements of the Company
incorporated by reference in the Offer to Purchase relate to the historical
financial information of the Company and do not extend to the following
financial information and should not be read to do so.
The Plan reflects net income of $525 million, basic earnings per share of
$3.75 and diluted earnings per share of $3.74 for fiscal year 2000, while the
Forecast anticipates net income of $608 million, basic earnings per share of
$4.34 and diluted earnings per share of $4.34 for the fiscal year 2000.
45
<PAGE> 50
None of the Company, Parent or Purchaser intends to update or otherwise
revise the foregoing Forecast to reflect circumstances existing after the date
the forecasts were prepared or to reflect the occurrence of unanticipated
events.
THE COMPANY FORECAST SET FORTH ABOVE SHOULD BE CONSIDERED "FORWARD LOOKING
INFORMATION" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
IT IS NOT POSSIBLE TO PREDICT WHETHER THE ASSUMPTIONS MADE IN PREPARING THE
FORECAST WILL BE VALID AND PARENT AND THE COMPANY CAUTION INVESTORS THAT ANY
SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND
ACTUAL RESULTS MAY DIFFER MATERIALLY. INVESTORS SHOULD CONSIDER THE RISKS AND
UNCERTAINTIES IN THE COMPANY'S BUSINESS THAT MAY AFFECT FUTURE PERFORMANCE AND
THAT ARE DISCUSSED IN READILY AVAILABLE DOCUMENTS, INCLUDING THE COMPANY'S
ANNUAL REPORT AND OTHER DOCUMENTS FILED WITH THE SEC. THESE UNCERTAINTIES
INCLUDE THE POTENTIAL EFFECTS OF THE OFFER AND THE MERGER, 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. THE INCLUSION OF THIS INFORMATION SHOULD
NOT BE REGARDED AS AN INDICATION THAT PARENT, THE COMPANY OR ANYONE ELSE WHO
RECEIVED THIS INFORMATION CONSIDERED IT A RELIABLE PREDICTOR OF FUTURE EVENTS,
AND THIS INFORMATION SHOULD NOT BE RELIED ON AS SUCH. NONE OF PARENT, THE
COMPANY OR ANY OF OUR RESPECTIVE REPRESENTATIVES ASSUMES ANY RESPONSIBILITY FOR
THE VALIDITY, REASONABLENESS, OR COMPLETENESS OF THE FORECAST, AND THE COMPANY
HAS MADE NO REPRESENTATION TO PARENT REGARDING SUCH INFORMATION.
The Shares are registered under the Exchange Act. The Company is subject
to the informational filing requirements of the Exchange Act and, in accordance
therewith, is required to file periodic reports, proxy statements and other
information with the SEC relating to its business, financial condition and other
matters. Such reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the SEC's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Information regarding the public reference facilities may be obtained from the
SEC by telephoning 1-800-SEC-0330. The Company's filings are also available to
the public on the SEC Internet site (http://www.sec.gov). Copies of such
materials may also be obtained by mail from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the SEC's
customary fees. Certain reports and other information concerning the Company may
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
8. CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER
Parent. The Hartford Financial Services Group, Inc., a Delaware
corporation, is one of the nation's largest insurance and financial services
companies, with 1999 revenues of $13.5 billion. As of March 31, 2000, The
Hartford had assets of $172.4 billion and shareholders' equity of $5.7 billion.
The Hartford is a leading provider of investment products, life insurance and
employee benefits; automobile and homeowners products; commercial property and
casualty insurance and reinsurance.
Purchaser. Hartford Fire Insurance Company, a Connecticut corporation, is
a wholly owned subsidiary of Parent.
As of the date hereof, Purchaser owns 114,000,000 shares of the Company's
Class B Common Stock which are immediately convertible at the option of Parent
into 114,000,000 Shares, and represent approximately 81.5% of the outstanding
common stock of the Company and approximately 95.6% of the voting power thereof.
46
<PAGE> 51
9. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by
Purchaser to consummate the Offer and the Merger is estimated to be
approximately $1.3 billion. The estimated fees and expenses to be incurred in
connection with the Offer and the Merger and paid by Parent are as follows:
<TABLE>
<S> <C>
Financial Advisors' Fees.................................... $10,500,000
Legal, Accounting and Other Professional Fees............... 2,330,000
Printing, Tender Solicitation and Mailing Costs............. 648,000
SEC Filing Fees............................................. 261,000
Miscellaneous............................................... 110,000
-----------
Total.................................................. $13,849,000
===========
</TABLE>
Purchaser will obtain such funds from Parent who will obtain such funds
from commercial paper facilities or other debt financings and internally
generated funds of Parent and its subsidiaries. Parent will likely refinance any
short-term debt financings with the proceeds from long-term debt financings and
with funds from other sources. The Offer is not conditioned on any financing
arrangements.
10. CERTAIN EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES
Effect on the Market for the Shares. The purchase of Shares by Purchaser
pursuant to the Offer will reduce the number of Shares that might otherwise
trade publicly and will reduce the number of holders of Shares, which could
adversely affect the liquidity and market value of the remaining Shares held by
the public.
Stock Quotations. The Shares are currently listed and traded on the NYSE,
which constitutes the principal trading market for the Shares. Depending upon
the number of Shares purchased pursuant to the Offer, the Shares may no longer
meet the standards for continued inclusion in the NYSE.
According to the NYSE's published guidelines, the Shares would not be
eligible to be included for listing if, among other things, the number of Shares
publicly held falls below 600,000, the number of holders of round lots of Shares
falls below 400 (or below 1,200 if the average monthly trading volume is below
100,000 for the last twelve months) or the aggregate market value of such
publicly held Shares falls below $8,000,000. If, as a result of the purchase of
Shares pursuant to the Offer, the Merger or otherwise, the Shares no longer meet
the requirements of the NYSE for continued listing, the listing of the Shares
might be discontinued and, in such event, the market for the Shares could be
adversely affected. In the event the Shares were no longer eligible for listing
on the NYSE, quotations might still be available from other sources. The extent
of the public market for the Shares and the availability of such quotations
would, however, depend upon the number of holders of such Shares remaining at
such time, the interest in maintaining a market in such Shares on the part of
securities firms, the possible termination of registration of such Shares under
the Exchange Act as described below and other factors.
Margin Securities. The Shares are currently "margin securities" as such
term is defined under the rules of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), which has the effect, among other things,
of allowing brokers to extend credit on the collateral of such securities.
Depending upon factors similar to those described above regarding listing and
market quotations, following the Offer it is possible that the Shares might no
longer constitute "margin securities" for purposes of the margin regulations of
the Federal Reserve Board, in which event such Shares could no longer be used as
collateral for loans made by brokers.
Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Such registration may be terminated upon application by the
Company to the SEC if the Shares are not listed on a national securities
exchange and there are fewer than 300 record holders. The
47
<PAGE> 52
termination of the registration of the Shares under the Exchange Act would
reduce the information required to be furnished by the Company to holders of
Shares and to the SEC and would make certain provisions of the Exchange Act,
such as the short-swing profit recovery provisions of Section 16(b), the
requirement of furnishing a proxy statement in connection with stockholders'
meetings and the requirements of Rule 13e-3 under the Exchange Act with respect
to "going private" transactions, no longer applicable to the Shares. In
addition, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended. If registration of the Shares under the Exchange Act were terminated,
the Shares would no longer be "margin securities" or be eligible for NYSE
reporting. Parent currently intends to seek to cause the Company to terminate
the registration of the Shares under the Exchange Act as soon as practicable
after consummation of the Offer if the requirements for termination of
registration are met. Notwithstanding the foregoing, pursuant to an indenture
governing certain of its trust preferred securities, the Company will be
required to remain a reporting company for purposes of the Exchange Act.
11. FEES AND EXPENSES. Except as set forth below, Purchaser will not pay
any fees or commissions to any broker, dealer or other person for soliciting
tenders of Shares pursuant to the Offer.
Goldman, Sachs & Co. is acting as Dealer Managers in connection with the
Offer and has provided certain financial advisory services to Parent and
Purchaser in connection with the Offer and the Merger. Parent and Purchaser have
agreed to reimburse Goldman, Sachs & Co. for all reasonable out-of-pocket
expenses incurred by them, including the reasonable fees and expenses of legal
counsel, and to indemnify Goldman, Sachs & Co. against certain liabilities and
expenses in connection with its engagement, including certain liabilities under
the federal securities laws.
Parent and Purchaser have retained Georgeson Shareholder Communications
Inc. as the Information Agent, and The Bank of New York as the Depositary, in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, facsimile, telegraph and personal interview and may request
banks, brokers, dealers and other nominee shareholders to forward materials
relating to the Offer to beneficial owners.
As compensation for acting as Information Agent in connection with the
Offer, Georgeson Shareholder Communications Inc. will receive reasonable and
customary compensation for its services and will also be reimbursed for certain
out-of-pocket expenses and may be indemnified against certain liabilities and
expenses in connection with the Offer, including certain liabilities under the
federal securities laws. Parent and Purchaser will pay the Depositary reasonable
and customary compensation for their services in connection with the Offer, plus
reimbursement for out-of-pocket expenses, and will indemnify the Depositary
against certain liabilities and expenses in connection therewith, including
certain liabilities under federal securities laws. Brokers, dealers, commercial
banks and trust companies will be reimbursed by Parent and Purchaser for
customary handling and mailing expenses incurred by them in forwarding material
to their customers.
12. CERTAIN CONDITIONS TO THE OFFER
Notwithstanding any other term of the Offer or the Merger Agreement,
Purchaser shall not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including Rule 14e-l(c) under the
Exchange Act (relating to Purchaser's obligation to pay for or return tendered
Shares promptly after the termination or withdrawal of the Offer), to pay for
any Shares tendered pursuant to the Offer unless Parent, Purchaser and the
Company shall have obtained all insurance regulatory approvals necessary to
consummate the Offer and the Merger. Furthermore, notwithstanding any other term
of the Offer or the Merger Agreement, Purchaser shall not be required to
commence the Offer, accept for payment or, subject as aforesaid, to pay for any
Shares not theretofore accepted for payment or paid for, and may terminate or
amend the Offer,
48
<PAGE> 53
with the consent of the Company or if, at any time on or after the date of the
Merger Agreement and before the acceptance of such shares for payment or the
payment therefor, any of the following conditions exists:
(a) there shall be threatened or pending any suit, action or
proceeding by any Governmental Entity, in each case that has a reasonable
likelihood of success, (i) challenging the acquisition by Parent or
Purchaser of any Shares, seeking to restrain or prohibit the making or
consummation of the Offer or the Merger or any other transaction
contemplated by the Merger Agreement, or seeking to obtain from the
Company, Parent or Purchaser any damages that are material in relation to
the Company and its subsidiaries taken as whole, (ii) seeking to prohibit
or limit the ownership or operation by the Company, Parent or any of their
respective subsidiaries of any material portion of the business or assets
of the Company, Parent or any of their respective subsidiaries, or to
compel the Company, Parent or any of their respective subsidiaries to
dispose of or hold separate any material portion of the business or assets
of the Company, Parent or any of their respective subsidiaries, as a result
of the Offer, the Merger or any other transaction contemplated by the
Merger Agreement, (iii) seeking to impose material limitations on the
ability of Parent or Purchaser to acquire or hold, or exercise full rights
of ownership of, any Shares, including the right to vote the Shares
purchased by it on all matters properly presented to the stockholders of
the Company, (iv) seeking to prohibit Parent or any of its subsidiaries
from effectively controlling in any material respect the business or
operations of the Company and its subsidiaries or (v) which otherwise is
reasonably likely to have a material adverse effect on the Company, on the
ability of the Company to perform its obligations under the Merger
Agreement or on the ability of the Company to consummate the Merger and the
other transactions contemplated by the Merger Agreement (a "Company
Material Adverse Effect");
(b) any statute, rule, regulation, legislation, judgment, order or
injunction shall be threatened, proposed, sought, enacted, entered,
enforced, promulgated, amended or issued with respect to, or deemed
applicable to, or any consent or approval withheld with respect to, (i)
Parent, the Company or any of their respective subsidiaries or (ii) the
Offer, the Merger or any other transaction contemplated by the Merger
Agreement, in each of the cases of clause (i) and (ii), by any Governmental
Entity that is reasonably likely to result, directly or indirectly, in any
of the consequences referred to in paragraph (a) above;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on the New York Stock Exchange,
Inc. or The Nasdaq Stock Market for a period in excess of 24 hours
(excluding suspensions or limitations resulting solely from physical damage
or interference with such exchange not related to market conditions), (ii)
any suspension of, or material limitation on, the markets for United States
currency exchange rates, (iii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (iv) any
limitation (whether or not mandatory) by any Governmental Entity on, or
other event that would reasonably be expected to materially adversely
affect, the extension of credit by United States banks or other United
States lending institutions, (v) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States that would reasonably be expected to
have a material adverse effect on bank syndication or the financial markets
in the United States or (vi) in the case of any of the foregoing existing
on the date of the Merger Agreement, a material acceleration or worsening
thereof;
(d) the Board of Directors of the Company or any committee thereof
shall have withdrawn or modified, or proposed to withdraw or modify, in a
manner adverse to Parent or Purchaser, its approval or recommendation of
the Merger Agreement, the Offer or the Merger or failed to recommend to the
Company's stockholders that they accept the Offer and give the requisite
vote by the stockholders of the Company to approve and adopt the Merger;
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<PAGE> 54
(e) any representation and warranty of the Company in the Merger
Agreement shall not be true and correct in any material respect as of such
time, except to the extent such representation and warranty expressly
relates to an earlier date (in which case on and as of such earlier date),
other than for such failures to be true and correct that, individually or
in the aggregate, have not had and would not reasonably be expected to have
a Company Material Adverse Effect (for purposes of determining the
satisfaction of this condition, the representations and warranties of the
Company shall be deemed not qualified by any references therein to
materiality generally or to whether or not any breach results or may result
in a Company Material Adverse Effect);
(f) the Company shall have failed to perform in any material respect
any obligation or to comply in any material respect with any agreement or
covenant, of the Company required to be performed or complied with by it
under the Merger Agreement; or
(g) the Merger Agreement shall have been terminated in accordance with
its terms;
which, in the sole and reasonable judgment of Purchaser or Parent, in any such
case, makes it inadvisable to proceed with such acceptance for payment or
payment.
The foregoing conditions are for the sole benefit of Purchaser and Parent
and may be asserted by Purchaser or Parent or may be waived by Purchaser and
Parent in whole or in part at any time and from time to time in their sole
discretion. The failure by Parent, Purchaser or any other affiliate of Parent at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, the waiver of any such right with respect to particular facts
and circumstances shall not be deemed a waiver with respect to any other facts
and circumstances and each such right shall be deemed an ongoing right that may
be asserted at any time and from time to time.
13. CERTAIN LEGAL MATTERS
General. Except as described in this Section 13, based on a review of
publicly available filings by the Company with the SEC and a review of certain
information furnished by the Company to Parent and Purchaser and discussions of
representatives of Parent and Purchaser with representatives of the Company,
Parent and Purchaser are not aware of any license or regulatory permit that
appears to be material to the business of the Company and that might be
adversely affected by Purchaser's acquisition of Shares pursuant to the Offer,
or of any approval or other action by any governmental, administrative or
regulatory agency or authority, domestic or foreign, that would be required for
the acquisition or ownership of Shares by Purchaser pursuant to the Offer.
Should any such approval or other action be required, it is presently
contemplated that such approval or action would be sought, except as described
below under "--State Takeover Laws." While Purchaser does not currently intend
to delay acceptance for payment of Shares tendered pursuant to the Offer pending
the outcome of any such matter, there can be no assurance that any such approval
or other action, if required, would be obtained without substantial conditions
or that adverse consequences would not result to the Company's business or that
certain parts of the Company's business would not have to be disposed of in the
event that such approval were not obtained or such other actions were not taken
or in order to obtain any such approval or other action. If certain types of
adverse action are taken with respect to the matters discussed below, Purchaser
may decline to accept for payment or pay for any Shares tendered.
State Insurance Approvals. State insurance regulatory approvals and
filings will be obtained and made, if necessary, prior to the consummation of
the Offer and the Merger. Parent and the Company do not expect that this process
will delay the consummation of the Offer and the Merger.
State Takeover Laws. The Company and certain of its subsidiaries conduct
business in a number of states throughout the United States, some of which have
adopted laws and regulations applicable to offers to acquire shares of
corporations that are incorporated or have substantial assets, stockholders
and/or a principal place of business in such states. In Edgar v. Mite Corp., the
Supreme Court of the United States held that the Illinois Business Takeover
Statute, which involved state securities laws that made the takeover of certain
corporations more difficult, imposed a
50
<PAGE> 55
substantial burden on interstate commerce and was therefore unconstitutional. In
CTS Corp. v. Dynamics Corp. of America, however, the Supreme Court of the United
States held that a state may, as a matter of corporate law and, in particular,
those laws concerning corporate governance, constitutionally disqualify a
potential acquiror from voting on the affairs of a target corporation without
prior approval of the remaining stockholders, provided that such laws were
applicable only under certain conditions, in particular, that the corporation
has a substantial number of stockholders in and is incorporated under the laws
of such state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal
district court in Oklahoma ruled that the Oklahoma statutes were
unconstitutional insofar as they applied to corporations incorporated outside
Oklahoma in that they would subject such corporations to inconsistent
regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district
court in Tennessee ruled that four Tennessee takeover statutes were
unconstitutional as applied to corporations incorporated outside Tennessee. This
decision was affirmed by the United States Court of Appeals for the Sixth
Circuit.
The Company is incorporated under the laws of the State of Delaware. In
general, Section 203 of the DGCL ("Section 203") prevents an "interested
stockholder" (including a person who owns or has the right to acquire 15% or
more of the corporation's outstanding voting stock) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Delaware corporation for a period of three years following the date such person
became an interested stockholder. As a result of approvals by the Company Board,
the constraints of Section 203 do not apply to the Merger.
The Company conducts business in a number of states throughout the United
States, some of which have enacted takeover laws. Neither Parent nor Purchaser
has determined whether any of these state takeover laws and regulations will by
their terms apply to the Offer or the Merger, and, except as set forth above,
neither Parent nor Purchaser has presently sought to comply with any state
takeover statute or regulation. Parent and Purchaser reserve the right to
challenge the applicability or validity of any state law or regulation
purporting to apply to the Offer or the Merger, and neither anything in this
Offer to Purchase nor any action taken in connection herewith is intended as a
waiver of such right. In the event it is asserted that one or more state
takeover statutes is applicable to the Offer or the Merger and an appropriate
court does not determine that such statute is inapplicable or invalid as applied
to the Offer or the Merger, Parent or Purchaser might be required to file
certain information with, or to receive approval from, the relevant state
authorities, and Purchaser might be unable to accept for payment or pay for
Shares tendered pursuant to the Offer, or be delayed in consummating the Offer.
In addition, if enjoined, Purchaser might be unable to accept for payment any
Shares tendered pursuant to the Offer, or be delayed in continuing or
consummating the Offer and the Merger. In such case, Purchaser may not be
obligated to accept for payment any Shares tendered. See "THE TENDER
OFFER -- Section 12. Certain Conditions to the Offer."
Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and the rules that have been promulgated thereunder by the Federal Trade
Commission ("FTC"), certain acquisition transactions may not be consummated
unless certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the FTC and certain waiting
period requirements have been satisfied. The purchase of Shares pursuant to the
Offer is not subject to such requirements because Parent currently owns in
excess of 50% of the Company's issued and outstanding common stock.
Litigation. On March 31, 2000, five lawsuits seeking class action status
were filed in the Delaware Court of Chancery by purported stockholders of the
Company against Parent, the Company and the Company Board. On April 3, 2000, an
additional lawsuit seeking class action status was filed in the Delaware Court
of Chancery against the same defendants. The lawsuits alleged, among other
things, that Parent's initial offer of $44.00 per Share was inadequate and
grossly unfair, that Parent was trying to take advantage of the alleged fact
that the market price of the Company Common Stock did not fully reflect the true
value of the Company, that Parent timed the announcement of its proposal to
place an artificial lid on the market price of the Company
51
<PAGE> 56
Common Stock, that Parent was violating its duties as a majority stockholder of
the Company, that Parent was engaging in coercive conduct and that the
individual defendants had breached and would continue to breach their fiduciary
duties to the members of the purported class. The complaints sought, among other
things, orders preliminarily and permanently enjoining the defendants from
proceeding with the proposed transaction, an order rescinding and setting aside
the transaction or awarding rescissory damages in the event the proposed
transaction is consummated, damages and attorneys' fees and expenses.
On May 17, 2000, an agreement in principle was reached providing for a
settlement of all the actions and a full release by all class members and named
plaintiffs of all claims that were or could have been brought concerning the
proposed transaction, and a memorandum of understanding reflecting the agreement
in principle was executed by all parties. The Memorandum of Understanding, among
other things, recited that as a result of the increase in the consideration to
be paid by Parent from $44 per Share to $50.50 per Share following negotiations
with the Special Committee and counsel for the stockholders in the stockholder
actions, the proposed transaction constitutes fair, adequate and reasonable
consideration for the settlement of all claims which were brought or would have
been brought by plaintiffs in the stockholder actions. The settlement is subject
to the execution of a definitive stipulation of settlement, consummation of the
proposed transaction at the increased price of $50.50 per Share and approval by
the Court after notice to members of the proposed settlement class.
14. MISCELLANEOUS
The Offer is being made to all holders of Shares. Purchaser is not aware of
any jurisdiction where the making of the Offer is prohibited by administrative
or judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, Purchaser will make a good faith effort
to comply with any such state statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, Purchaser cannot
comply with any such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR PURCHASER NOT CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Parent and Purchaser have filed with the SEC a Tender Offer Statement on
Schedule TO, together with all exhibits thereto, pursuant to Regulation M-A
under the Exchange Act (the "Exchange Act Rules"), furnishing certain additional
information with respect to the Offer which includes the information required by
Schedule 13E-3. In addition, the Company has filed a Solicitation/Recommendation
Statement on Schedule 14D-9, together with all exhibits thereto, pursuant to
Rule 14d-9 of the Exchange Act Rules setting forth its recommendation with
respect to the Offer and the reasons for such recommendations and furnishing
certain additional related information. Such Schedules and any amendments
thereto, including exhibits, may be inspected and copies may be obtained from
the offices of the SEC in the manner set forth in "THE TENDER OFFER--Section 7.
Certain Information Concerning the Company" (except that they will not be
available at the regional offices of the SEC).
Hartford Fire Insurance Company
May 24, 2000
52
<PAGE> 57
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PARENT, PURCHASER AND THE COMPANY
1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets
forth the name, current business address, citizenship and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of each director and executive officer of
Parent. Unless otherwise indicated, the current business address of each person
is The Hartford Financial Services Group, Inc., Hartford Plaza, Hartford, CT
06115, Telephone: (860) 547-5000. Unless otherwise indicated, each such person
is a citizen of the United States.
A. DIRECTORS
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
Bette B. Anderson... Director since 1995. Served as President of Kelly, Anderson
& Associates, Inc., a Washington based management firm, from
January 1, 1991 until January 1996 when she became Vice
Chairperson; Undersecretary of the Treasury from 1977 to
1981.
Rand V. Araskog..... Director since 1985. Executive officer of ITT Corporation
125 Worth Avenue ("ITT") until ITT split into three separate public companies
Suite 300 in a spin-off transaction that occurred effective December
Palm Beach, FL 33480 19, 1995 (the "ITT Spin-Off"); Chief Executive Officer of
ITT since 1979, Chairman since 1980 and President since
March 1991. After the ITT Spin-Off, Mr. Araskog became
Chairman and Chief Executive of the new ITT Corporation,
formerly an ITT subsidiary called ITT Destinations, Inc.,
until his retirement in February 1998.
Ramani Ayer......... Director since 1991. Chairman, President and Chief Executive
Officer of Parent since February 1, 1997; Executive Vice
President of Parent from the ITT Spin-Off in December 1995
until February 1997; President of Hartford Fire,
1991 -- April 2000. Also serves as Chairman of Hartford Life
and as a director of Hartford Fire.
Dina Dublon......... Director effective December 16, 1999. Executive Vice
Chase Manhattan Bank President and Chief Financial Officer of The Chase Manhattan
270 Park Avenue Corporation since December 1998. Prior to assuming this
9th Floor position, Ms. Dublon served for seventeen years at Chase and
New York, NY 10017 Chemical Bank, prior to its merger with Chase, in positions
of increasing responsibility, most recently as corporate
treasurer in 1994.
Donald R. Frahm..... Director since 1985. Served as Chairman, President and Chief
Executive Officer of Parent from April 1988 until his
retirement on January 31, 1997. Mr. Frahm is a director of
Hartford Life.
</TABLE>
53
<PAGE> 58
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
Paul G. Kirk, Jr. ... Director since 1995. He became a partner in the law firm of
Sullivan & Worcester Sullivan & Worcester LLP in 1977 and is presently of counsel
LLP to the firm. Following his resignation in 1989 as Chairman
One Post Office Square of the Democratic Party of the United States, he returned to
Boston, MA 02109 Sullivan & Worcester LLP as a partner in general corporate
practice at the firm's Boston and Washington offices. Mr.
Kirk is a director of Hartford Life.
Robert W. Selander... Director since 1998. President and Chief Executive Officer
MasterCard of MasterCard International since May 1997. For three years
International prior to that, Mr. Selander was an Executive Vice President
2000 Purchase Street of MasterCard International and President of MasterCard's
Purchase, NY 10577 Europe, Middle East/Africa and Canada regions. Mr. Selander
is a director of Hartford Life.
Lowndes A. Smith.... Director of Parent since 1991. He became Vice Chairman of
Parent on February 1, 1997 and is President and Chief
Executive Officer of Hartford Life. He has been responsible
for the International Operations of Parent since December 1,
1998. He served as an Executive Vice President of Parent
since the ITT Spin-Off in December 1995 until his
appointment as Vice Chairman and served as President and
Chief Operating Officer of Parent's life insurance companies
since 1989. Mr. Smith is a director of Hartford Life and
Hartford Fire.
H. Patrick Swygert, Director since 1996. President of Howard University,
President.........
Howard University Washington, D.C., since August 1995. Prior to that, he was
M.W. Johnson Admin. President of the University at Albany, State University of
Bldg. New York, since 1990. He is a director of Hartford Life.
2400 6th St. -- Suite
402
Washington, DC 20059
Gordon I. Ulmer..... Director since 1995. He is former Chairman and Chief
Executive Officer of the former Connecticut Bank and Trust
Company ("CBT") and retired President of the former Bank of
New England Corporation, the former holding company of CBT
("BNEC"). He joined CBT in 1957 and was elected President
and a director in 1980 and Chairman and Chief Executive
Officer in 1985. In 1988 he was elected President of BNEC,
and retired as President in December 1990. Mr. Ulmer serves
as a director of Hartford Life.
David K. Zwiener.... Director since 1997. President and COO of Property-Casualty
Operations since April 2000, and Executive Vice President
and Chief Financial Officer of Parent since August 1995. He
previously served as Executive Vice President and Chief
Financial Officer of ITT Financial Corporation from March
1993 until February 1995. He also is a director of Hartford
Life and Hartford Fire.
</TABLE>
54
<PAGE> 59
B. EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
Brenda J. Furlong......................... Chief Investment Officer of Parent and President of
Hartford Investment Management Company (HIMCO), a wholly
owned subsidiary of Parent, since October 1999; Senior
Vice President, Capital Planning and Development,
1996-1999; prior to joining Parent in 1996, Vice
President and Treasurer of ITT Sheraton Corp.
John N. Giamalis.......................... Senior Vice President and Controller; joined Parent in
1997, holding positions of Corporate Controller and
Director, Financial Reporting and Analysis; Deputy
Controller, mid-1998; previously, he held senior
financial positions in the insurance and technology
industries.
Randall I. Kiviat......................... Group Senior Vice President of Human Resources since
June 1999; Vice President of Human Resources Services,
1993-1999.
Edward L. Morgan.......................... Group Senior Vice President, Corporate Relations and
Government Affairs since 1998; Senior Vice President,
Corporate Relations and Government Affairs 1993-1998.
Michael S. Wilder......................... Group Senior Vice President and General Counsel 1995;
became Senior Vice President in 1987 and General Counsel
in 1975. He is a director of Hartford Fire.
</TABLE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets
forth the name, current business address, citizenship and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of each director and executive officer of
Hartford Fire. Unless otherwise indicated, the current business address of each
person is Hartford Fire Insurance Company, Hartford Plaza, Hartford, CT 06115,
Telephone: (860) 547-5000. Unless otherwise indicated, each such person is a
citizen of the United States.
A. DIRECTORS
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------ --------------------------------------------------
<S> <C>
Ramani Ayer............................... Director since 1991. Chairman and Chief Executive
Officer of Hartford Fire since April 2000; Chairman,
President and CEO, February 1, 1997 through April 2000;
President of Hartford Fire 1991 -- April 2000. Also
serves as Chairman of Hartford Life and of Parent,
John N. Giamalis.......................... Director since 1998. Senior Vice President and
Controller of Hartford Fire since 1998; Senior Vice
President and Controller of Parent; joined Parent in
1997, holding positions of Corporate Controller and
Director, Financial Reporting and Analysis; Deputy
Controller, mid-1998; previously, he held senior
financial positions in the insurance and technology
industries.
Stephen J. Hasenmiller.................... Director since December 9, 1999. President, Personal
Lines, 1988 through present.
</TABLE>
55
<PAGE> 60
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------ --------------------------------------------------
<S> <C>
Charles M. O'Halloran..................... Director since 1996. Senior Vice President and Corporate
Secretary of Hartford Fire since 1998; Sr. Associate
General Counsel, Director of Corporate Law 1994 through
present.
Robert W. Paiano.......................... Director since December 9, 1999. Senior Vice President
and Chief Investment Officer since December 1999; Senior
Vice President, Corporate Finance & Investments of
Parent 1996 through present; Vice President, First
Interstate Bancorp, Los Angeles, CA 1994-1996.
Richard J. Quagliaroli.................... Director since December 9, 1999. President, Commercial
Lines, September 1, 1998 through present; Division
Manager, September 1994-1999.
David R. Robb............................. Director since 1998. President, Reinsurance December
1998 through present; Vice President 1994 -- December
1998.
Lowndes A. Smith.......................... Director since 1989. He is also a director of Hartford
Life and Parent.
Michael S. Wilder......................... Director since 1996. Group Senior Vice President and
General Counsel since 1998; Group Senior Vice President
and General Counsel of Parent since 1995.
David K. Zwiener.......................... Director since 1996. President and COO of Property-
Casualty Operations since April 2000, and Executive Vice
President and Chief Financial Officer of Parent since
August 1995. He previously served as Executive Vice
President and Chief Financial Officer of ITT Financial
Corporation from March 1993 until February 1995. He also
is a director of Hartford Life and Parent.
</TABLE>
B. EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------ --------------------------------------------------
<S> <C>
Ramani Ayer............................... Director since 1991. Chairman and Chief Executive
Officer of Hartford Fire since April 2000; Chairman,
President and CEO, February 1, 1997 through April 2000;
President of Hartford Fire 1991 -- April 2000. Also
serves as Chairman of Hartford Life and of Parent.
Stephen J. Hasenmiller.................... Director since December 9, 1999. President, Personal
Lines, 1988 through present.
Robert W. Paiano.......................... Director since December 9, 1999. Senior Vice President
and Chief Investment Officer since December 1999; Senior
Vice President, Corporate Finance & Investments of
Parent 1996 through present; Vice President, First
Interstate Bancorp, Los Angeles, CA 1994-1996.
Richard J. Quagliaroli.................... Director since December 9, 1999. President, Commercial
Lines, September 1, 1998 through present; Division
Manager, September 1994-1999.
</TABLE>
56
<PAGE> 61
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------ --------------------------------------------------
<S> <C>
David R. Robb............................. Director since 1998. President, Reinsurance December
1998 through present; Vice President 1994 -- December
1998.
David K. Zwiener.......................... Director since 1996. President and COO of Property-
Casualty Operations since April 2000, and Executive Vice
President and Chief Financial Officer of Parent since
August 1995. He previously served as Executive Vice
President and Chief Financial Officer of ITT Financial
Corporation from March 1993 until February 1995. He also
is a director of Hartford Life and Parent.
</TABLE>
3. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY. The following table
sets forth the name, current business address, citizenship and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of each director and executive officer of the
Company. Unless otherwise indicated, the current business address of each person
is Hartford Life, Inc., 200 Hopmeadow Street, Simsbury, CT 06089, Telephone:
(860) 525-8555. Unless otherwise indicated, each such person is a citizen of the
United States.
A. DIRECTORS
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
Ramani Ayer......... Chairman since 1997. Chairman, President and Chief Executive
Officer of Parent since February 1, 1997; Executive Vice
President of Parent since the ITT Corporation Spin-Off in
December 1995; President of Hartford Fire from 1991 -- April
2000. Also serves as a director of Hartford Fire.
Gail Deegan......... Director since 1997. She has been Executive Vice President
and Chief Financial Officer of Houghton Mifflin Company
since 1996. Prior to that, Ms. Deegan was Senior Vice
President -- Regulatory and Government Affairs of NYNEX.
From 1991-1994 she was Vice President and Chief Financial
Officer of New England Telephone Company.
Donald R. Frahm..... Director since 1997. Chairman, President and Chief Executive
Officer of Parent from April 1988 until his retirement on
January 31, 1997. He is also a director of Parent.
Paul G. Kirk, Jr. ... Director since 1997. He became a partner in the law firm
Sullivan & Worcester of Sullivan & Worcester LLP in 1977 and is presently of
LLP counsel to the firm. Mr. Kirk is also a director of Parent.
One Post Office Square
Boston, Massachusetts
02109
</TABLE>
57
<PAGE> 62
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
Thomas M. Marra..... Director since 1998. On March 20, 2000, Mr. Marra was
promoted to Chief Operating Officer of the Company and also
named President of the Company's life insurance
subsidiaries; prior to this he was Executive Vice President
and Director of the Investment Products Division, and also
oversaw the Individual Life Division. Prior to that, he was
Director of the Individual Life and Annuities Division of
the Company. He was elected Senior Vice President in 1994
and Executive Vice President in 1996.
Robert E. Patricelli... Director since 1997. Since 1997 he has been Chairman and
Chief Executive Officer of Women's Health USA, Inc., and
since 1999 has been Chairman of GoToMyDoc, Inc., an Internet
health care company; prior to that, he was founder and
Chairman, President and Chief Executive Officer of Value
Health, Inc., a provider of specialty managed care and
health care information services from 1987-1997.
Robert W. Selander... Director since 1999. President and Chief Executive Officer
MasterCard of MasterCard International since May 1997. For three years
International prior to that, Mr. Selander was an Executive Vice President
2000 Purchase Street of MasterCard International and President of MasterCard's
Purchase, NY 10577 Europe, Middle East/Africa and Canada regions. He is a
director of Parent.
Lowndes A. Smith.... President and Chief Executive Officer of the Company in
connection with the Company's initial public offering of
Class A Common Stock that was completed in May 1997 (the
"Hartford Life IPO"), and became Vice Chairman of Parent on
February 1, 1997. Effective December 1, 1998, Mr. Smith also
became responsible for the International Operations of
Parent. He served as an Executive Vice President of Parent
since the ITT Spin-Off until his appointment as Vice
Chairman. He has also served as President and Chief
Operating Officer of Parent's life insurance companies since
1989. Mr. Smith is a director of Parent and Hartford Fire.
H. Patrick Swygert, Director since 1997. President of Howard University,
President.........
Howard University Washington, D.C., since August 1995. Prior to that, he was
M.W. Johnson Admin. President of the University at Albany, State University of
Bldg. New York, since 1990. He is a director of Parent.
2400 6th St. -- Suite
402
Washington, DC 20059
Gordon I. Ulmer..... Director since 1997. He is former Chairman and Chief
Executive Officer of the former Connecticut Bank and Trust
Company ("CBT") and retired President of the former Bank of
New England Corporation, the former holding company of CBT
("BNEC"). He joined CBT in 1957 and was elected President
and a director in 1980 and Chairman and Chief Executive
Officer in 1985. In 1988 he was elected President of BNEC,
and retired as President in December 1990. Mr. Ulmer also
serves as a director of Parent.
</TABLE>
58
<PAGE> 63
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------ --------------------------------------------------
<S> <C>
David K. Zwiener.... Director since 1997. President and Chief Operating Officer
of Property-Casualty Operations of Parent since April 2000,
and Executive Vice President and Chief Financial Officer
since August 1995; Executive Vice President and Chief
Financial Officer of ITT Financial Corporation from March
1993 until February 1995. He is also a director of Parent
and Hartford Fire.
</TABLE>
B. EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAMES, CITIZENSHIP AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
CURRENT BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------ --------------------------------------------------
<S> <C>
Gregory A. Boyko.......................... Senior Vice President and Director of the Company's
international operations since November 1997; Chief
Financial Officer and Treasurer 1996-1998; Controller
1995-1996.
David T. Foy.............................. Senior Vice President and Chief Financial Officer. Mr.
Foy was appointed to his current position in August 1998
and was given the title of Chief Financial Officer in
October 1999. He joined Hartford Life in 1993 in the
individual annuity product management area and assumed
the position of Director of Strategic Planning in 1995.
He was promoted to Assistant Vice President and Director
of Finance in 1997.
Lynda Godkin.............................. Senior Vice President and General Counsel 1996-Present;
Assistant General Counsel and Director of Hartford
Life's Law Department 1994-1996.
John C. Walters........................... Joined Hartford Life in April, 2000 as Executive Vice
President and Director of Investment Products.
Previously, Mr. Walters was President of the Financial
Services Group of First Union through its 1998
acquisition of Wheat First Butcher Singer, where he had
been since 1984.
Raymond P. Welnicki....................... Senior Vice President and heads the Strategic Operations
Unit since February 1999. He served as Senior Vice
President and Director of Employee Benefits from 1994 to
1999.
Lizabeth H. Zlatkus....................... Executive Vice President and Director of Employee
Benefits since March 2000; Senior Vice President and
Director of Employee Benefits Division 1999 -- March
2000; Senior Vice President and Director of Group Life
and Disability 1997-1999; prior to that, she was Vice
President and Director of Risk Management and Business
Operations.
David M. Znamierowski..................... Senior Vice President and Chief Investment Officer
October 1999-present; Director of Risk Management
1996-1999; prior to that he held various positions at
Aetna Life & Casualty Company, including Vice President,
Investment Strategy and Policy.
</TABLE>
59
<PAGE> 64
SCHEDULE II
The following table sets forth transactions in the Company Common Stock
during the past 60 days by (i) Parent, its subsidiaries, and their respective
directors and executive officers, and (ii) the Company, its subsidiaries, their
respective directors and executive officers and any pension, profit-sharing or
similar plan of the Company on behalf of any such directors and executive
officers. All transactions listed below involved open-market purchases or sales
of the Company Common Stock.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
TRANSACTION THE COMPANY'S PRICE PER
NAME OF PARTY DATE COMMON STOCK SHARE ($)
- ------------- ----------- ------------- ---------
<S> <C> <C> <C>
1. The Hartford Excess Savings Plan IA............. March 15, 2000 25.7219 $31.7500
March 31, 2000 45.4223 46.8750
April 14, 2000 52.8185 46.9375
April 28, 2000 50.3384 49.2500
May 15, 2000 49.8953 49.6875
2. The Hartford Investment and Savings Plan........ March 15, 2000 147.1782 $31.7500
March 31, 2000 88.5999 46.8750
April 14, 2000 82.1795 46.9375
April 28, 2000 78.3207 49.2500
May 15, 2000 77.6312 49.6875
3. 1997 Hartford Life, Inc. Employee Stock Purchase
Plan............................................. March 31, 2000 2017.6688 $35.1688
</TABLE>
The following sets forth information with respect to purchases of the
Company Common Stock by the Company, Parent and Purchaser during the past two
years.
<TABLE>
<CAPTION>
RANGE OF
NUMBER OF SHARES PRICES PAID
PURCHASED PER SHARE**
QUARTER/YEAR PURCHASER DURING QUARTER DURING QUARTER($)
- ------------ --------- ---------------- -----------------
<S> <C> <C> <C>
Q3 - 1997............... Hartford Life, Inc. 100,000 $35.3490 - $36.2500
Q1 - 1998............... Hartford Life, Inc. 70,000 $42.4375 - $48.1250
Q3 - 1998............... Hartford Life, Inc. 215,000 $44.0000 - $57.9375
Q1 - 1999............... Hartford Life, Inc. 40,000 $53.0188 - $53.9371
Q2 - 1999............... Hartford Life, Inc. 30,000 $52.5700 - $54.1354
Q3 - 1999............... Hartford Life, Inc. 25,000 $51.5134 - $52.6223
Q4 - 1999............... Hartford Life, Inc. 130,000 $39.1964 - $46.0000
Q1 - 2000............... Hartford Life, Inc. 40,000 $42.5393 - $43.9330
</TABLE>
- ------------------------
** -- Excluding Commissions
60
<PAGE> 65
ANNEX A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 18, 2000
AMONG
THE HARTFORD FINANCIAL SERVICES GROUP, INC.,
HARTFORD FIRE INSURANCE COMPANY,
HLI ACQUISITION, INC.
AND
HARTFORD LIFE, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 66
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I
THE OFFER AND THE MERGER
SECTION 1.01. The Offer.................................... 1
SECTION 1.02. Company Actions.............................. 2
SECTION 1.03. The Merger................................... 3
SECTION 1.04. Closing...................................... 3
SECTION 1.05. Effective Time............................... 3
SECTION 1.06. Effects...................................... 3
SECTION 1.07. Certificate of Incorporation and By-laws..... 3
SECTION 1.08. Directors.................................... 4
SECTION 1.09. Officers..................................... 4
ARTICLE II
EFFECT ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
SECTION 2.01. Effect on Capital Stock...................... 4
SECTION 2.02. Exchange of Certificates..................... 5
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 3.01. Organization, Standing and Power............. 6
SECTION 3.02. Capital Structure............................ 6
SECTION 3.03. Authority; Execution and Delivery;
Enforceability............................................ 7
SECTION 3.04. No Conflicts; Consents....................... 8
SECTION 3.05. SEC Documents................................ 8
SECTION 3.06. Information Supplied......................... 9
SECTION 3.07. Absence of Certain Changes or Events......... 9
SECTION 3.08. Opinion of Financial Advisor................. 9
SECTION 3.09. Brokers...................................... 9
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT,
SUB AND MERGER SUB
SECTION 4.01. Organization, Standing and Power............. 9
SECTION 4.02. Authority; Execution and Delivery;
Enforceability............................................ 9
SECTION 4.03. No Conflicts; Consents....................... 9
SECTION 4.04. Information Supplied......................... 10
SECTION 4.05. Financing.................................... 10
SECTION 4.06. Brokers...................................... 10
SECTION 4.07. Sale of the Company.......................... 10
ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
SECTION 5.01. Conduct of Business.......................... 11
</TABLE>
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<TABLE>
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PAGE
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<S> <C>
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.01. Preparation of Proxy Statement; Stockholders
Meeting................................................... 12
SECTION 6.02. Reasonable Best Efforts; Notification........ 13
SECTION 6.03. Stock Options; Restricted Shares............. 14
SECTION 6.04. Indemnification.............................. 15
SECTION 6.05. Fees and Expenses............................ 16
SECTION 6.06. Public Announcements......................... 16
SECTION 6.07. Transfer Taxes............................... 16
SECTION 6.08. Stockholder Litigation....................... 16
SECTION 6.09. Contribution of Company Common Stock......... 16
SECTION 6.10. Compliance of Sub and Merger Sub............. 16
ARTICLE VII
CONDITIONS PRECEDENT
SECTION 7.01. Conditions to Each Party's Obligation to
Effect the Merger......................................... 16
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.01. Termination.................................. 17
SECTION 8.02. Effect of Termination........................ 17
SECTION 8.03. Amendment.................................... 17
SECTION 8.04. Extension; Waiver............................ 17
SECTION 8.05. Procedure for Termination, Amendment,
Extension or Waiver....................................... 18
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01. Nonsurvival of Representations and
Warranties................................................ 18
SECTION 9.02. Notices...................................... 18
SECTION 9.03. Definitions.................................. 18
SECTION 9.04. Interpretation............................... 19
SECTION 9.05. Severability................................. 19
SECTION 9.06. Counterparts................................. 19
SECTION 9.07. Entire Agreement; No Third-Party
Beneficiaries............................................. 19
SECTION 9.08. Governing Law................................ 19
SECTION 9.09. Assignment................................... 19
Schedule 3.02(a)
Schedule 3.04(a)
Exhibit A -- Conditions of the Offer
</TABLE>
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AGREEMENT AND PLAN OF MERGER dated as of May 18, 2000, among THE HARTFORD
FINANCIAL SERVICES GROUP, INC., a Delaware corporation ("Parent"), HARTFORD FIRE
INSURANCE COMPANY, a Connecticut corporation, and a wholly owned subsidiary of
Parent ("Sub"), HLI ACQUISITION, INC., a Delaware corporation and wholly owned
subsidiary of Sub ("Merger Sub"), and HARTFORD LIFE, INC., a Delaware
corporation (the "Company").
WHEREAS, Parent indirectly owns 100% of the Class B Common Stock, par value
$.01 per share, of the Company (the "Class B Common Stock"), which represents
approximately 81% of the outstanding shares of common stock of the Company;
WHEREAS, Parent proposes to cause Sub to make a tender offer (as it may be
amended from time to time as permitted under this Agreement, the "Offer") to
purchase all the outstanding shares of Class A Common Stock, par value $.01 per
share, of the Company (the "Company Common Stock"), at a price per share of
Company Common Stock of $50.50, net to the seller in cash, on the terms and
subject to the conditions set forth in this Agreement;
WHEREAS, the Board of Directors of the Company (the "Company Board"), based
on the unanimous recommendation of a special committee of independent directors
of the Company (the "Special Committee"), has (i) determined that each of the
Offer and the merger of Merger Sub (as hereinafter defined) with and into the
Company, with the Company as the surviving corporation (the "Merger"), is fair
to and in the best interests of the stockholders of the Company (other than
Parent, Sub or Merger Sub), (ii) resolved to approve the Offer, the Merger and
this Agreement and the transactions contemplated hereby and (iii) recommended
acceptance of the Offer and, if applicable, adoption of this Agreement by such
stockholders of the Company, subject to the terms and conditions set forth
herein; and
WHEREAS, Parent, Sub, Merger Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger and also to prescribe various conditions to the Offer and
the Merger.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
THE OFFER AND THE MERGER
SECTION 1.01. The Offer. (a) Subject to the conditions of this Agreement,
as promptly as practicable after the date of this Agreement, Sub shall, and
Parent shall cause Sub to, commence the Offer within the meaning of the
applicable rules and regulations of the Securities and Exchange Commission (the
"SEC"). The obligations of Sub to, and of Parent to cause Sub to, accept for
payment, and pay for, any shares of Company Common Stock tendered pursuant to
the Offer are subject to the conditions set forth in Exhibit A. The initial
expiration date of the Offer shall be the 20th business day following the
commencement of the Offer (determined using Rule 14d-1(g)(3) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Sub expressly reserves
the right to waive any condition to the Offer or modify the terms of the Offer,
except that, without the consent of the Company (expressed in a resolution
adopted by both the Special Committee and the Company Board), Sub shall not (i)
reduce the price per share of Company Common Stock or change the form of
consideration to be paid pursuant to the Offer, (ii) add to the conditions set
forth in Exhibit A or modify any condition set forth in Exhibit A in any manner
adverse to the holders of Company Common Stock or (iii) otherwise amend the
Offer in any manner materially adverse to the holders of Company Common Stock.
The Company agrees that no Company Common Stock held by the Company or any of
its subsidiaries will be tendered pursuant to the Offer. Notwithstanding the
foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if
at the scheduled expiration date of the Offer any of the conditions to Sub's
obligation to purchase shares of Company Common Stock are not satisfied, until
such time as such conditions are satisfied or waived, (ii) extend the Offer for
a period of not more than 10 business days beyond the initial expiration
<PAGE> 69
date of the Offer, if on the date of such extension less than 90% (including
such numbers of shares of Company Common Stock as may be issued upon conversion
of the shares of Class B Common Stock) of the outstanding shares of Company
Common Stock have been validly tendered and not properly withdrawn pursuant to
the Offer, (iii) extend the Offer for any period required by any rule,
regulation, interpretation or position of the SEC or the staff thereof
applicable to the Offer and (iv) extend the Offer for any reason for a period of
not more than 5 business days beyond the latest expiration date that would
otherwise be permitted under clause (i), (ii) or (iii) of this sentence. In
addition, Sub may make available a "subsequent offering period", in accordance
with Rule 14d-11 of the SEC, of not greater than 20 business days. On the terms
and subject to the conditions of the Offer and this Agreement, Sub shall, and
Parent shall cause Sub to, pay for all shares of Company Common Stock validly
tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to
purchase pursuant to the Offer as soon as practicable after the expiration of
the Offer.
(b) On the date of commencement of the Offer, Sub shall file with the SEC
(i) a Tender Offer Statement on Schedule TO with respect to the Offer, which
shall contain, among other things, an offer to purchase and a related letter of
transmittal and summary advertisement (such Schedule TO and the documents
included therein pursuant to which the Offer will be made, together with any
supplements or amendments thereto, the "Offer Documents"); and (ii) together
with Parent and the Company, a Rule 13e-3 Transaction Statement on Schedule
13E-3 with respect to the Offer which shall be filed as a part of the Schedule
TO. The Offer Documents shall comply in all material respects with the
provisions of the Exchange Act, assuming the accuracy of the information
provided for inclusion therein by the Company. Each of Parent, Sub and the
Company shall promptly correct any information provided by it for use in the
Offer Documents if and to the extent that such information shall have become
false or misleading in any material respect, and each of Parent and Sub shall
take all steps necessary to amend or supplement the Offer Documents and to cause
the Offer Documents as so amended or supplemented to be filed with the SEC and
the Offer Documents as so amended or supplemented to be disseminated to the
Company's stockholders, in each case as and to the extent required by applicable
Federal securities laws. The Company and its counsel shall be given the
opportunity to review the Schedule TO prior to its initial filing with the SEC.
Parent and Sub shall provide the Company and its counsel with a copy of any
written comments or telephonic notification of any oral comments Parent, Sub or
their counsel may receive from the SEC or its staff with respect to the Offer
Documents or the Schedule 13E-3 promptly after the receipt of such comments.
(c) Parent shall provide or cause to be provided to Sub on a timely basis
the funds necessary to purchase any shares of Company Common Stock that Sub
becomes obligated to purchase pursuant to the Offer.
SECTION 1.02. Company Actions. (a) The Company hereby approves of and
consents to the Offer, the Merger and the other transactions contemplated by
this Agreement.
(b) On the date the Offer Documents are filed with the SEC, the Company
shall file with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to
time, the "Schedule 14D-9") describing the recommendations referred to in
Section 3.03(b) and shall mail the Schedule 14D-9 to the holders of Company
Common Stock. Neither the Company Board nor any committee thereof shall withdraw
or modify, or propose to withdraw or modify, such recommendations or any related
approval, unless prior to the acceptance for payment of shares of Company Common
Stock pursuant to the Offer, the Company Board, based on the recommendation of
the Special Committee, determines in good faith, after consultation with outside
counsel, that it is necessary to do so in order to comply with its fiduciary
duties to the Company's stockholders under applicable law. The Schedule 14D-9
shall comply in all material respects with the provisions of the Exchange Act,
assuming the accuracy of the information provided for inclusion therein by
Parent and Sub. Each of the Company, Parent and Sub shall promptly correct any
information provided by it for use in the Schedule 14D-9 if and to the extent
that such information shall have become false or misleading in any material
respect, and the
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<PAGE> 70
Company shall take all steps necessary to amend or supplement the Schedule 14D-9
and to cause the Schedule 14D-9 as so amended or supplemented to be filed with
the SEC and disseminated to the Company's stockholders, in each case as and to
the extent required by applicable Federal securities laws. Parent and its
counsel shall be given the opportunity to review the Schedule 14D-9 prior to its
initial filing with the SEC. The Company shall provide Parent and its counsel
with a copy of any written comments or telephonic notification of any oral
comments the Company or its counsel may receive from the SEC or its staff with
respect to the Schedule 14D-9 promptly after the receipt of such comments.
(c) In connection with the Offer, the Company shall cause its transfer
agent to furnish Sub promptly with mailing labels containing the names and
addresses of the record holders of Company Common Stock as of a recent date and
of those persons becoming record holders subsequent to such date, together with
copies of all lists of stockholders, security position listings and computer
files and all other information in the Company's possession or control regarding
the beneficial owners of Company Common Stock, and shall furnish to Sub such
information and assistance (including updated lists of stockholders, security
position listings and computer files) as Parent may reasonably request in
communicating the Offer to the Company's stockholders.
SECTION 1.03. The Merger. On the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Delaware General Corporation
Law (the "DGCL"), Merger Sub shall be merged with and into the Company at the
Effective Time (as defined in Section 1.05). At the Effective Time, the separate
corporate existence of Merger Sub shall cease and the Company shall continue as
the surviving corporation (the "Surviving Corporation"). At the election of
Parent, any direct or indirect wholly owned subsidiary of Parent may be
substituted for Merger Sub as a constituent corporation in the Merger. In such
event, the parties shall execute an appropriate amendment to this Agreement in
order to reflect the foregoing.
SECTION 1.04. Closing. The closing (the "Closing") of the Merger shall
take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New
York, New York 10019 at 10:00 a.m. on the second business day following the
satisfaction (or, to the extent permitted by Law, waiver by all applicable
parties) of the conditions set forth in Article VII, or at such other place,
time and date as shall be agreed in writing between Parent and the Company. The
date on which the Closing occurs is referred to in this Agreement as the
"Closing Date".
SECTION 1.05. Effective Time. Prior to the Closing, the parties shall
prepare, and on the Closing Date or as soon as practicable thereafter shall
cause to be filed with the Secretary of State of the State of Delaware, a
certificate of merger or certificate of ownership and merger or other
appropriate documents (in any such case, the "Certificate of Merger") executed
in accordance with the relevant provisions of the DGCL and shall make all other
filings or recordings required under the DGCL. The Merger shall become effective
at such time as the Certificate of Merger is duly filed with such Secretary of
State, or at such other time as Parent and the Company shall agree and specify
in the Certificate of Merger (the time the Merger becomes effective being the
"Effective Time").
SECTION 1.06. Effects. The Merger shall have the effects set forth in the
DGCL.
SECTION 1.07. Certificate of Incorporation and By-laws. (a) The
Certificate of Incorporation of the Company, as in effect immediately prior to
the Effective Time, shall be amended at the Effective Time so as to read in its
entirety as the Certificate of Incorporation of Merger Sub at the Effective Time
and, as so amended, shall be the Certificate of Incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable Law.
(b) The By-laws of the Company, as in effect immediately prior to the
Effective Time, shall be amended at the Effective Time so as to read in its
entirety as the By-laws of Merger Sub at the Effective Time and, as so amended,
shall be the By-laws of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable Law.
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SECTION 1.08. Directors. The directors of the Company immediately prior to
the Effective Time shall be the directors of the Surviving Corporation, until
the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be.
SECTION 1.09. Officers. The officers of the Company immediately prior to
the Effective Time shall be the officers of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected or appointed and qualified, as the case may be.
ARTICLE II
EFFECT ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
SECTION 2.01. Effect on Capital Stock. At the Effective Time, by virtue of
the Merger and without any action on the part of the holder of any shares of
Company Common Stock, Class B Common Stock or any shares of capital stock of
Merger Sub:
(a) Capital Stock of Merger Sub. Each issued and outstanding share of
capital stock of Merger Sub shall be converted into and become one fully
paid and nonassessable share of common stock, par value $0.01 per share, of
the Surviving Corporation and shall constitute the only outstanding shares
of capital stock of the Surviving Corporation.
(b) Cancelation of Treasury Stock and Parent-Owned Stock. Each share
of Company Common Stock and Class B Common Stock that is owned (or held in
the treasury) by the Company or any wholly owned subsidiary of the Company,
Parent, Sub or Merger Sub shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and no
consideration shall be delivered or deliverable in exchange therefor.
(c) Conversion of Company Common Stock. (1) Subject to Sections
2.01(b), 2.01(d) and 6.03, each issued and outstanding share of Company
Common Stock shall be converted into the right to receive the highest price
per share of Company Common Stock paid pursuant to the Offer in cash
(without interest).
(2) The cash payable upon the conversion of shares of Company Common
Stock pursuant to this Section 2.01(c) is referred to collectively as the
"Merger Consideration". As of the Effective Time, all such shares of
Company Common Stock shall no longer be outstanding and shall automatically
be canceled and retired and shall cease to exist, and each holder of a
certificate representing any such shares of Company Common Stock shall
cease to have any rights with respect thereto, except the right to receive
the Merger Consideration payable with respect to such shares upon surrender
of such certificate in accordance with Section 2.02, without interest.
(d) Appraisal Rights. Notwithstanding anything in this Agreement to
the contrary, shares ("Appraisal Shares") of Company Common Stock that are
outstanding immediately prior to the Effective Time and that are held by
any person who is entitled to demand, and who properly demands, appraisal
of such Appraisal Shares pursuant to, and who complies in all respects
with, Section 262 of the DGCL ("Section 262") shall not be converted into
Merger Consideration as provided in Section 2.01(c), but rather the holders
of Appraisal Shares shall be entitled to payment of the fair value of such
Appraisal Shares in accordance with Section 262; provided, however, that if
any such holder shall fail to perfect or otherwise shall waive, withdraw or
lose the right to appraisal under Section 262, then the right of such
holder to be paid the fair value of such holder's Appraisal Shares shall
cease and such Appraisal Shares shall be deemed to have been converted as
of the Effective Time into, and to have become exchangeable solely for the
right to receive, the Merger Consideration (but without interest thereon)
as provided in Section 2.01(c). The Company shall serve prompt notice to
Parent of any demands received by the Company for appraisal of any shares
of Company Common Stock, and Parent shall have
4
<PAGE> 72
the right to participate in and direct all negotiations and proceedings
with respect to such demands. Prior to the Effective Time, the Company
shall not, without the prior written consent of Parent, make any payment
with respect to, or settle or offer to settle, any such demands, or agree
to do any of the foregoing.
SECTION 2.02. Exchange of Certificates. (a) Paying Agent. Prior to the
Effective Time, Parent shall select a bank or trust company to act as paying
agent (the "Paying Agent") for the payment of the Merger Consideration upon
surrender of certificates which immediately prior to the Effective Time
represented Company Common Stock. Immediately prior to the Effective Time,
Parent shall deposit or shall cause to be deposited with or for the account of
the Paying Agent, for the benefit of the holders of shares of Company Common
Stock converted into the right to receive cash, an amount in cash equal to the
aggregate Merger Consideration payable pursuant to Section 2.01(c) (such cash
being hereinafter referred to as the "Exchange Fund").
(b) Exchange Procedure. As soon as reasonably practicable after the
Effective Time, the Paying Agent shall mail to each holder of record of a
certificate or certificates (the "Certificates") that immediately prior to the
Effective Time represented outstanding shares of Company Common Stock whose
shares were converted into the right to receive Merger Consideration pursuant to
Section 2.01, (i) a letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon delivery of the Certificates to the Paying Agent and shall be in such
form and have such other provisions as Parent may reasonably specify) and (ii)
instructions for use in effecting the surrender of the Certificates in exchange
for Merger Consideration. Upon surrender of a Certificate for cancelation to the
Paying Agent, together with such letter of transmittal, duly executed, and such
other documents as may reasonably be required by the Paying Agent, the holder of
such Certificate shall be entitled to receive in exchange therefor the amount of
cash into which the shares of Company Common Stock theretofore represented by
such Certificate shall have been converted pursuant to Section 2.01, and the
Certificate so surrendered shall forthwith be canceled. In the event of a
transfer of ownership of Company Common Stock that is not registered in the
transfer records of the Company, payment may be made to a person other than the
person in whose name the Certificate so surrendered is registered, if such
Certificate shall be properly endorsed or otherwise be in proper form for
transfer and the person requesting such payment shall pay any transfer or other
taxes required by reason of the payment to a person other than the registered
holder of such Certificate or establish to the satisfaction of Parent that such
tax has been paid or is not applicable. The Merger Consideration will be
delivered by the Paying Agent as promptly as practicable following the surrender
of a Certificate, the related letter of transmittal, duly executed, and such
other documents as may reasonably be required by the Paying Agent. Until
surrendered as contemplated by this Section 2.02, each Certificate shall be
deemed at any time after the Effective Time to represent only the right to
receive upon such surrender the amount of cash, without interest, into which the
shares of Company Common Stock theretofore represented by such Certificate have
been converted pursuant to Section 2.01. No interest shall be paid or accrue on
the cash payable upon surrender of any Certificate.
(c) No Further Ownership Rights in Company Common Stock. The Merger
Consideration paid in accordance with the terms of this Article II upon
conversion of any shares of Company Common Stock shall be deemed to have been
paid in full satisfaction of all rights pertaining to such shares of Company
Common Stock, subject, however, to the Surviving Corporation's obligation to pay
any dividends or make any other distributions with a record date prior to the
Effective Time that may have been declared or made by the Company on such shares
of Company Common Stock in accordance with the terms of this Agreement or prior
to the date of this Agreement and which remain unpaid at the Effective Time, and
after the Effective Time there shall be no further registration of transfers on
the stock transfer books of the Surviving Corporation of shares of Company
Common Stock that were outstanding immediately prior to the Effective Time. If,
after the Effective
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<PAGE> 73
Time, any Certificates are presented to the Surviving Corporation or the Paying
Agent for any reason, they shall be canceled and exchanged as provided in this
Article II.
(d) Termination of Exchange Fund. Any portion of the Exchange Fund that
remains undistributed to the holders of Company Common Stock for six months
after the Effective Time shall be delivered to Parent, upon demand, and any
holder of shares of Company Common Stock who has not theretofore complied with
this Article II shall thereafter look only to Parent for payment of its claim
for Merger Consideration.
(e) No Liability. None of Parent, Sub, Merger Sub, the Company or the
Paying Agent shall be liable to any person in respect of any cash from the
Exchange Fund delivered to a public official pursuant to any applicable
abandoned property, escheat or similar Law.
(f) Investment of Exchange Fund. The Paying Agent shall invest any cash
included in the Exchange Fund, as directed by Parent, on a daily basis. Any
interest and other income resulting from such investments shall be paid to
Parent.
(g) Withholding Rights. The Surviving Corporation shall be entitled to
deduct and withhold from the consideration otherwise payable to any holder of
Company Common Stock pursuant to this Agreement such amounts as may be required
to be deducted and withheld with respect to the making of such payment under the
United States Internal Revenue Code of 1986, as amended, or under any provision
of state, local or foreign tax Law.
(h) Lost, Stolen or Destroyed Certificates. In the event any Certificate
evidencing shares of Company Common Stock shall have been lost, stolen or
destroyed, the holder of such lost, stolen or destroyed Certificate shall
execute an affidavit of that fact upon request. The holder of any such lost,
stolen or destroyed Certificate shall also deliver a reasonable indemnity
against any claim that may be made against Parent, Sub, Merger Sub, the
Surviving Corporation or the Paying Agent with respect to the Certificate
alleged to have been lost, stolen or destroyed. The affidavit and any indemnity
which may be required hereunder shall be delivered to the Paying Agent, who
shall be responsible for making payment for such lost, stolen or destroyed
Certificate pursuant to the terms hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Parent, Sub and Merger Sub as
follows:
SECTION 3.01. Organization, Standing and Power. The Company and each of
its subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is organized and has the requisite
power and authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable it to own, lease or
otherwise hold its properties and assets and to conduct its businesses as
presently conducted, other than such franchises, licenses, permits,
authorizations and approvals the lack of which, individually or in the
aggregate, has not had and would not reasonably be expected to have a material
adverse effect on the Company, on the ability of the Company to perform its
obligations under this Agreement or on the ability of the Company to consummate
the Merger and the other transactions contemplated by this Agreement (a "Company
Material Adverse Effect"). The Company and each of its subsidiaries is duly
qualified to do business in each jurisdiction where the nature of its business
or their ownership or leasing of its properties make such qualification
necessary or the failure to so qualify, individually or in the aggregate, has
had or would reasonably be expected to have a Company Material Adverse Effect.
SECTION 3.02. Capital Structure. (a) The authorized capital stock of the
Company consists of 600,000,000 shares of Company Common Stock, 600,000,000
shares of Class B Common Stock and 50,000,000 shares of preferred stock, par
value $.01 per share. As of the close of business on
6
<PAGE> 74
May 16, 2000, (i) 26,037,634 shares of Company Common Stock (including Company
Restricted Shares and Company Restricted Stock Units (as defined in Section
6.03)) and 114,000,000 shares of Class B Common Stock were issued and
outstanding, all of which were validly issued, fully paid and nonassessable,
(ii) 101,055 shares of Company Common Stock were held by the Company in its
treasury, (iii) no shares of preferred stock were issued or outstanding and (iv)
4,105,546 shares of Company Common Stock were subject to outstanding Company
Stock Options (as defined in Section 6.03) and 6,217,005 additional shares of
Company Common Stock were reserved for issuance pursuant to the Company Stock
Plans (as defined in Section 6.03). During the period from May 16, 2000 to the
date of this Agreement, the Company has not issued any shares of capital stock
(other than pursuant to the exercise of Company Stock Options) or Company Stock
Options. Except as set forth on Schedule 3.02(a) and as set forth above and
except for this Agreement and the transactions contemplated hereby (including
any conversion of Class B Common Stock contemplated by Section 6.01(b) or
otherwise) there are not now, and at the Effective Time there will not be, any
options, warrants, rights, convertible or exchangeable securities, "phantom"
stock rights, stock appreciation rights, stock-based performance units,
commitments, Contracts (as defined in Section 3.04), arrangements or
undertakings of any kind to which the Company or any of its subsidiaries is a
party or by which any of them is bound (i) obligating the Company or any of its
subsidiaries to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of capital stock or other equity interests in, or any
security convertible or exercisable for or exchangeable into any capital stock
of, or other equity interest in, the Company or of any of its subsidiaries, (ii)
obligating the Company or any of its subsidiaries to issue, grant, extend or
enter into any such option, warrant, call, right, security, commitment,
Contract, arrangement or undertaking or (iii) that give any person the right to
receive any economic benefit or right similar to or derived from the economic
benefits and rights accruing to holders of capital stock of the Company. As of
the date of this Agreement, there are not any outstanding contractual
obligations of the Company or any of its subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of the Company or any of its
subsidiaries (other than pursuant to the conversion of Class B Common Stock into
Company Common Stock).
(b) Except for this Agreement and the transactions contemplated hereby,
there are not now, and at the Effective Time there will not be, any voting
trusts or other agreements or understanding to which the Company or any of its
subsidiaries is a party or is bound with respect to the voting of the capital
stock of the Company or any of its subsidiaries.
SECTION 3.03. Authority; Execution and Delivery; Enforceability. (a) The
Company has the requisite corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery by the Company of this Agreement and the
consummation by the Company of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate action on the part of the
Company, subject, in the case of the Merger, to the adoption of this Agreement
by the requisite vote of the stockholders of the Company (the "Company
Stockholder Approval"), to the extent required by applicable Law. The Company
has duly executed and delivered this Agreement, and, assuming the due
authorization, execution and delivery by each of Parent, Sub and Merger Sub,
this Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms.
(b) The Company Board, at a meeting duly called and held, acting on the
unanimous recommendation of the Special Committee, duly and unanimously adopted
resolutions (i) approving this Agreement and the transactions contemplated
hereby, (ii) determining that the terms of the Offer, the Merger and the other
transactions contemplated hereby are fair to and in the best interests of the
stockholders of the Company (other than Parent, Sub or Merger Sub), (iii)
recommending that the holders of Company Common Stock accept the Offer and
tender their shares of Company Common Stock pursuant to the Offer, (iv)
recommending that the Company's stockholders adopt this Agreement and (v)
declaring that this Agreement is advisable.
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SECTION 3.04. No Conflicts; Consents. (a) Except as set forth on Schedule
3.04(a), the execution and delivery by the Company of this Agreement do not, and
the performance of this Agreement and the consummation of the transactions
contemplated hereby will not, conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancelation or acceleration of any obligation or to
loss of a material benefit under, or to increased, additional, accelerated or
guaranteed rights or entitlements of any person under, or result in the creation
of any pledge, lien, charge, mortgage, encumbrance or security interest of any
kind or nature whatsoever (collectively, "Liens") upon any of the properties or
assets of the Company or any of its subsidiaries under, any provision of (i) the
Company's Restated Certificate of Incorporation (the "Company Charter"), the
Company's By-laws (the "Company By-laws") or the comparable charter or
organizational documents of any of the Company's subsidiaries, (ii) any material
contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument (a "Contract") to which the Company or any of its
subsidiaries is a party or by which any of their respective properties or assets
is bound or (iii) subject to the filings and other matters referred to in
Section 3.04(b), any judgment, order or decree ("Judgment") or statute, law,
ordinance, rule or regulation ("Law") applicable to the Company or any of its
subsidiaries or their respective properties or assets, other than, in the case
of clauses (ii) and (iii) above, any such items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect.
(b) No consent, approval, license, permit, order or authorization
("Consent") of, or registration, declaration or filing with, or permit from, any
Federal, state, local or foreign government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign (a "Governmental Entity") is
required to be obtained or made by or with respect to the Company or any of its
subsidiaries in connection with the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby, other
than (i) (A) in respect of any applicable requirements of the Exchange Act or
the Securities Act of 1933, as amended (the "Securities Act"), (B) the filing
and recordation of appropriate merger and similar documents as required by the
DGCL, and (C) any insurance regulatory approvals necessary to consummate the
transactions contemplated hereby, and (ii) where the failure to obtain such
Consents or to make such registrations, declarations or filings or to obtain
such permits, would not reasonably be expected to, individually or in the
aggregate, have a Company Material Adverse Effect.
SECTION 3.05. SEC Documents. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company with
the SEC since January 1, 1999 (the "SEC Documents"). As of its respective date,
each SEC Document complied in all material respects with the requirements of the
Exchange Act or the Securities Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such SEC Document,
and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The consolidated financial statements of the Company included in
the SEC Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with generally accepted
accounting principles ("GAAP") (except, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and fairly
present the consolidated financial position of the Company and its consolidated
subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except (i) as set
forth in the Filed SEC Documents (as defined in Section 3.07) and (ii)
liabilities incurred in connection with the transactions contemplated by this
Agreement, neither the Company nor any of its subsidiaries has any liabilities
or obligations of any nature (whether accrued, absolute, contingent or
otherwise) required by GAAP to be set forth on a consolidated balance sheet of
the
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Company and its consolidated subsidiaries or in the notes thereto and that,
individually or in the aggregate, would reasonably be expected to have a Company
Material Adverse Effect.
SECTION 3.06. Information Supplied. None of the information supplied or to
be supplied by the Company for inclusion or incorporation by reference in (i)
the Offer Documents (including any Schedule 13E-3) or the Schedule 14D-9 will,
at the time such document is filed with the SEC, at any time it is amended or
supplemented or at the time it is first published, sent or given to the
Company's stockholders, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement (as defined
in Section 6.01) and any Schedule 13E-3 will, at the date the Proxy Statement is
first mailed to the Company's stockholders or at the time of the Company
Stockholders Meeting (as defined in Section 6.01), 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, in light of the
circumstances under which they are made, not misleading.
SECTION 3.07. Absence of Certain Changes or Events. Except as disclosed in
the SEC Documents filed and publicly available prior to the date of this
Agreement (the "Filed SEC Documents"), from the date of the most recent audited
financial statements included in the Filed SEC Documents there has not been any
material adverse change in the Company.
SECTION 3.08. Opinion of Financial Advisor. The Special Committee has
received the opinion of Salomon Smith Barney Inc., dated the date of this
Agreement, to the effect that, as of such date, the consideration to be received
in the Offer and the Merger by the holders of shares of Company Common Stock
(other than Parent and its subsidiaries) is fair to such holders from a
financial point of view, a signed copy of which opinion has been delivered to
Parent.
SECTION 3.09. Brokers. No broker, investment banker, financial advisor or
other person, other than Salomon Smith Barney Inc., the fees and expenses of
which will be paid by the Company, is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
Offer, the Merger and the other transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT, SUB AND MERGER SUB
Parent, Sub and Merger Sub, jointly and severally, represent and warrant to
the Company as follows:
SECTION 4.01. Organization, Standing and Power. Each of Parent, Sub and
Merger Sub is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized.
SECTION 4.02. Authority; Execution and Delivery; Enforceability. Each of
Parent, Sub and Merger Sub has the requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery by each of Parent,
Sub and Merger Sub of this Agreement and the consummation by each of Parent, Sub
and Merger Sub of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of Parent, Sub and
Merger Sub. Each of Parent, Sub and Merger Sub has duly executed and delivered
this Agreement, and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
SECTION 4.03. No Conflicts; Consents. (a) The execution and delivery by
each of Parent, Sub and Merger Sub of this Agreement do not, and the performance
of this Agreement and the consummation of the transactions contemplated hereby
will not, conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right
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of termination, cancelation or acceleration of any obligation or to loss of a
material benefit under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under, or result in the creation of any
Lien upon any of the properties or assets of Parent or any of its subsidiaries
(other than the Company and its subsidiaries) under, any provision of (i) the
charter or organizational documents of Parent or any of its subsidiaries (other
than the Company and its subsidiaries), (ii) any Contract to which Parent or any
of its subsidiaries (other than the Company and its subsidiaries) is a party or
by which any of their respective properties or assets is bound or (iii) subject
to the filings and other matters referred to in Section 4.03(b), any Judgment or
Law applicable to Parent or any of its subsidiaries (other than the Company and
its subsidiaries) or their respective properties or assets, other than, in the
case of clauses (ii) and (iii) above, any such items that, individually or in
the aggregate, have not had and would not reasonably be expected to have a
material adverse effect on the ability of Parent, Sub or Merger Sub to perform
its obligations under this Agreement or on the ability of Parent, Sub or Merger
Sub to consummate the Offer, the Merger and the other transactions contemplated
by this Agreement (a "Parent Material Adverse Effect").
(b) No Consent of, or registration, declaration or filing with, or permit
from any Governmental Entity is required to be obtained or made by or with
respect to Parent or any of its subsidiaries (other than the Company and its
subsidiaries) in connection with the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby, other
than (i) (A) in respect of any applicable requirements of the Exchange Act or
the Securities Act, (B) the filing and recordation of appropriate merger and
similar documents as required by the DGCL, and (C) any insurance regulatory
approvals necessary to consummate the transactions contemplated hereby and (ii)
where the failure to obtain such Consents or to make such registrations,
declarations or filings or to obtain such permits, would not, individually or in
the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
SECTION 4.04. Information Supplied. None of the information supplied or to
be supplied by Parent, Sub or Merger Sub for inclusion or incorporation by
reference in (i) the Offer Documents or the Schedule 14D-9 will, at the time
such document is filed with the SEC, at any time it is amended or supplemented
or at the time it is first published, sent or given to the Company's
stockholders, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Proxy Statement and any Schedule
13E-3 will, at the date the Proxy Statement is first mailed to the Company's
stockholders or at the time of the Company Stockholders Meeting, 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, in
light of the circumstances under which they are made, not misleading.
SECTION 4.05. Financing. Either Parent, Sub or Merger Sub has or will have
available, prior to the expiration of the Offer and through the consummation of
the Merger, sufficient funds to enable Parent, Sub and Merger Sub to consummate
the Offer, the Merger and the other transactions contemplated hereby and to pay
all related expenses.
SECTION 4.06. Brokers. No broker, investment banker, financial advisor or
other person, other than Goldman, Sachs & Co., the fees and expenses of which
will be paid by Parent, is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the Offer, the
Merger and the other transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Parent.
SECTION 4.07. Sale of the Company. Neither Parent or Sub nor any of their
affiliates has any agreement as of the date of this Agreement to sell all or
substantially all of the Company.
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ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
SECTION 5.01. Conduct of Business. (a) Conduct of Business by the Company.
Except for matters expressly permitted by this Agreement, from the date of this
Agreement to the Effective Time the Company shall, and shall cause each of its
subsidiaries to, conduct its business in the usual, regular and ordinary course
consistent with past practice and use all reasonable efforts to preserve intact
its current business organization, keep available the services of its current
officers and employees and maintain its relationships and goodwill with
customers, suppliers, licensors, licensees, distributors and others having
business dealings with them. In addition, and without limiting the generality of
the foregoing, except for matters expressly contemplated by this Agreement, from
the date of this Agreement to the Effective Time, the Company shall not, and
shall not permit any of its subsidiaries to, do any of the following:
(i) (A) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its capital stock, other than (1)
dividends and distributions by a direct or indirect wholly owned subsidiary
of the Company to its parent and (2) regular cash dividends with respect to
the Company Common Stock in accordance with the Company's past dividend
policy, (B) split, combine or reclassify any of its capital stock or issue
or authorize the issuance of any other securities in respect of, in lieu of
or in substitution for shares of its capital stock, or (C) except as may be
required pursuant to the 1997 Hartford Life, Inc. Employee Stock Purchase
Plan or The Hartford Investment and Savings Plan, purchase, redeem or
otherwise acquire any shares of capital stock of the Company or any of its
subsidiaries or any other securities thereof or any rights, warrants or
options to acquire any such shares or other securities;
(ii) except as may be required pursuant to the 1997 Hartford Life,
Inc. Employee Stock Purchase Plan or The Hartford Investment and Savings
Plan, issue, deliver, sell or grant (A) any shares of its capital stock or
(B) any securities convertible into or exchangeable for, or any options,
warrants or rights to acquire, any such shares, voting securities or
convertible or exchangeable securities, in each case, other than pursuant
to any conversion of Class B Common Stock or the exercise of any Company
Stock Options;
(iii) amend its certificate of incorporation, by-laws or other
comparable charter or organizational documents;
(iv) acquire or agree to acquire (A) by merging or consolidating with,
or by purchasing a substantial equity interest in or portion of the assets
of, or by any other manner, any business or any corporation, partnership,
joint venture, association or other business organization or division
thereof or (B) any assets that are material, individually or in the
aggregate, to the Company and its subsidiaries, taken as a whole;
(v) (A) grant to any officer or director of the Company or any of its
subsidiaries any increase in compensation, except in the ordinary course of
business consistent with prior practice or to the extent required under
employment agreements in effect as of the date of the most recent audited
financial statements included in the Filed SEC Documents, (B) grant to any
employee, officer or director of the Company or any of its subsidiaries any
increase in severance or termination pay, except to the extent required
under any agreement in effect as of the date of the most recent audited
financial statements included in the Filed SEC Documents, (C) enter into
any severance or termination agreement with any such employee, officer or
director (other than pursuant to The Hartford Employee Severance Pay Plan
consistent with past practice), (D) establish, adopt, enter into or amend,
except as required by Law, in any material respect any collective
bargaining agreement or Company Benefit Plan or (E) take any action to
accelerate any rights or benefits, or make any material determinations not
in the
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ordinary course of business consistent with prior practice, under any
collective bargaining agreement or Company Benefit Plan;
(vi) sell, lease (as lessor), license or otherwise dispose of or
subject to any Lien any properties or assets that are material,
individually or in the aggregate, to the Company and its subsidiaries,
taken as a whole;
(vii) (A) incur any indebtedness for borrowed money or guarantee any
such indebtedness of another person, issue or sell any debt securities or
warrants or other rights to acquire any debt securities of the Company or
any its subsidiaries, guarantee any debt securities of another person,
enter into any "keep well" or other agreement to maintain any financial
statement condition of another person or enter into any arrangement having
the economic effect of any of the foregoing, except for short-term
borrowings incurred in the ordinary course of business consistent with past
practice, or (B) make any loans, advances or capital contributions to, or
investments in, any other person, other than (i) to or in the Company or
any direct or indirect wholly owned subsidiary of the Company and (ii) in
the ordinary course of business consistent with past practice;
(viii) (A) pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the
ordinary course of business consistent with past practice or in accordance
with their terms, of liabilities reflected or reserved against in, or
contemplated by, the most recent consolidated financial statements (or the
notes thereto) of the Company included in the Filed SEC Documents or
incurred in the ordinary course of business consistent with past practice
or (B) cancel any indebtedness (individually or in the aggregate) or waive
any claims or rights of substantial value; or
(ix) authorize any of, or commit or agree to take any of, the
foregoing actions.
(b) Other Actions. The Company and Parent shall not, and shall not permit
any of their respective subsidiaries to, take any action that would, or that
would reasonably be expected to, result in (i) any of the representations and
warranties of such party set forth in this Agreement that is qualified as to
materiality becoming untrue, (ii) any of such representations and warranties
that is not so qualified becoming untrue in any material respect or (iii) any
condition to the Offer set forth in Exhibit A, or any condition to the Merger
set forth in Article VII, not being satisfied.
(c) Advice of Changes. The Company shall promptly advise Parent orally and
in writing of any change or event that has had or would reasonably be expected
to have a Company Material Adverse Effect.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.01. Preparation of Proxy Statement; Stockholders Meeting. (a) If
the adoption of this Agreement by the Company's stockholders is required by Law
in order to consummate the Merger, the Company shall, at Parent's request, as
soon as practicable following the expiration of the Offer, prepare and file with
the SEC a proxy statement (the "Proxy Statement") in preliminary form, and each
of the Company and Parent shall use its reasonable best efforts to respond as
promptly as practicable to any comments of the SEC with respect thereto. The
Company shall notify Parent promptly of the receipt of any comments from the SEC
or its staff and of any request by the SEC or its staff for amendments or
supplements to the Proxy Statement or for additional information and shall
supply Parent with copies of all correspondence between the Company or any of
its representatives, on the one hand, and the SEC or its staff, on the other
hand, with respect to the Proxy Statement. If at any time prior to receipt of
the Company Stockholder Approval there shall occur any event that is required to
be set forth in an amendment or supplement to the Proxy
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Statement, the Company shall promptly prepare and mail to its stockholders such
an amendment or supplement. The Company shall not mail any Proxy Statement, or
any amendment or supplement thereto, to which Parent reasonably objects. The
Company shall use its reasonable best efforts to cause the Proxy Statement to be
mailed to the Company's stockholders as promptly as practicable after filing
with the SEC.
(b) If the adoption of this Agreement by the Company's stockholders is
required by Law in order to consummate the Merger, the Company shall, as soon as
practicable following the expiration of the Offer, duly call, give notice of,
convene and hold a meeting of its stockholders (the "Company Stockholders
Meeting") for the purpose of seeking the Company Stockholder Approval. The
Company shall, through the Company Board, recommend to its stockholders that
they give the Company Stockholder Approval and neither the Company Board nor any
committee thereof shall withdraw or modify, or propose to withdraw or modify
such recommendation or related approval, unless the Company Board, based on the
recommendation of the Special Committee, determines in good faith, after
consultation with outside counsel, that it is necessary to do so in order to
comply with its fiduciary duties to the Company's stockholders under applicable
law. Notwithstanding the foregoing, if Parent, Sub or any other subsidiary of
Parent shall acquire at least 90% of the outstanding shares of each class of
capital stock of the Company, the parties shall take all necessary and
appropriate action to cause the Merger to become effective as soon as
practicable after the expiration of the Offer without a stockholders meeting in
accordance with Section 253 of the DGCL (a "Short-Form Merger"). Sub agrees to
convert, after the purchase of shares of Company Common Stock pursuant to the
Offer, all shares of Class B Common Stock into Company Common Stock.
(c) Parent shall cause all shares of Company Common Stock purchased
pursuant to the Offer, all other shares of Company Common Stock owned by Parent,
Sub or any other subsidiary of Parent and any shares of Class B Common Stock to
be voted in favor of the adoption of this Agreement, if applicable.
SECTION 6.02. Reasonable Best Efforts; Notification. (a) Upon the terms
and subject to the conditions set forth in this Agreement, each of the parties
shall use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the Offer, the
Merger and the other transactions contemplated hereby, including (i) the
obtaining of all necessary actions or nonactions, waivers, consents and
approvals from Governmental Entities and the making of all necessary
registrations and filings (including filings with Governmental Entities, if any)
and the taking of all reasonable steps as may be necessary to obtain an approval
or waiver from, or to avoid an action or proceeding by, any Governmental Entity,
(ii) the obtaining of all necessary consents, approvals or waivers from third
parties, (iii) the defending of any lawsuits or other legal proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of
the transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed, and (iv) the execution and delivery of any additional
instruments necessary to consummate the transactions contemplated hereby and to
fully carry out the purposes of this Agreement.
(b) The Company shall give prompt notice to Parent, and Parent, Sub or
Merger Sub shall give prompt notice to the Company, of (i) any representation or
warranty made by it contained in this Agreement that is qualified as to
materiality becoming untrue or inaccurate in any respect or any such
representation or warranty that is not so qualified becoming untrue or
inaccurate in any material respect or (ii) the failure by it to comply with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement; provided, however, that
no such notification shall affect the representations, warranties, covenants or
agreements of the parties or the conditions to the obligations of the parties
under this Agreement.
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SECTION 6.03. Stock Options; Restricted Shares. (a) As soon as practicable
following the date of this Agreement, the Board of Directors of Parent (or the
appropriate committee thereof) shall take such actions as are necessary to cause
Parent to assume the obligations of the Company under the Company Stock Plans
and each of the Board of Directors of Parent and the Company Board shall adopt
such resolutions or take such other actions as may be required to effect the
following:
(1) adjust the terms of all outstanding Company Stock Options, whether
vested or unvested, as necessary to provide that, at the Effective Time,
each Company Stock Option outstanding immediately prior to the Effective
Time shall be amended and converted into an option to acquire that number
of shares of common stock of Parent ("Parent Common Stock") (rounded to the
nearest whole share) and on such terms and conditions as shall be equitably
determined, in accordance with the terms of the applicable Company Stock
Plans, by the Board of Directors of Parent (or the appropriate committee
thereof) to preserve the economic value of such Company Stock Option;
(2) adjust the terms of all outstanding Company Restricted Shares and
Company Restricted Stock Units, whether vested or unvested, as necessary to
provide that, at the Effective Time, each Company Restricted Share and each
Company Restricted Stock Unit outstanding immediately prior to the
Effective Time shall be amended and converted into that number of
restricted shares of Parent Common Stock or, in the case of Company
Restricted Stock Units, that number of restricted stock units representing
shares of Parent Common Stock (in each case, rounded to the nearest whole
share) and on such terms and conditions as shall be equitably determined,
in accordance with the terms of the applicable Company Stock Plans, by the
Board of Directors of Parent (or the appropriate committee thereof) to
preserve the economic value of such Company Restricted Share or Company
Restricted Stock Unit;
(3) make such other changes, in accordance with the terms of the
applicable Company Stock Plans, to awards under the Company Stock Plans as
are appropriate to give effect to the Merger, including in respect of any
stock units comprised of phantom stock; and
(4) except as otherwise contemplated by this Section 6.03 and except
to the extent required under the respective terms of the Company Stock
Options and the Company Restricted Shares, all restrictions or limitations
on transfer and vesting with respect to Company Stock Options and Company
Restricted Shares awarded under the Company Stock Plans or any other plan,
program or arrangement of the Company or any of its subsidiaries, to the
extent that such restrictions or limitations shall not have already lapsed,
shall remain in full force and effect with respect to such options and
restricted shares after giving effect to the Offer and the Merger and the
assumption by Parent as set forth above.
(b) As soon as practicable after the Effective Time, Parent shall deliver
to the holders of Company Stock Options and Company Restricted Shares
appropriate notices setting forth such holders' rights pursuant to the
respective Company Stock Plans and the agreements evidencing the grants of such
Company Stock Options and Company Restricted Shares and that such Company Stock
Options and Company Restricted Shares and agreements shall be assumed by Parent
and shall continue in effect on the same terms and conditions (subject to the
adjustments required by Section 6.03(a)). Prior to the Effective Time, Parent
shall take all actions as may be reasonably required to cause the acquisition of
derivative securities of Parent, as contemplated by this Section 6.03, by any
person who is or will become a director or officer of Parent to be eligible for
exemption under Rule 16b-3(d) of the SEC.
(c) In this Agreement:
"Company Stock Option" means any option to purchase Company Common
Stock granted under any Company Stock Plan.
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"Company Restricted Share" means any restricted share of Company
Common Stock granted under any Company Stock Plan.
"Company Restricted Stock Unit" means any restricted stock unit
representing a share of Company Common Stock granted, awarded or allocated
under any Company Stock Plan.
"Company Stock Plans" means the 1997 Hartford Life, Inc. Restricted
Stock Plan for Non-Employee Directors, the 1997 Hartford Life, Inc.
Deferred Restricted Stock Unit Plan, the 1997 Hartford Life, Inc. Incentive
Stock Plan, the 1997 Hartford Life, Inc. Employee Stock Purchase Plan and
The Hartford Excess Savings Plan IA.
SECTION 6.04. Indemnification. (a) Parent shall, to the fullest extent
permitted by Law, cause the Surviving Corporation to honor all the Company's
obligations to indemnify (including any obligations to advance funds for
expenses to) the current or former directors or officers of the Company or any
of its subsidiaries for acts or omissions by such directors and officers
occurring prior to the Effective Time to the extent that such obligations of the
Company or any of its subsidiaries exist on the date of this Agreement, whether
pursuant to the Company Charter, the Company By-laws, the certificate or
articles of incorporation, by-laws or similar organizational documents of such
subsidiaries, individual indemnity agreements or otherwise, and such obligations
shall survive the Merger and shall continue in full force and effect in
accordance with the terms of the Company Charter, the Company By-laws, the
certificate or articles of incorporation, by-laws or similar organizational
documents of such subsidiaries, and such individual indemnity agreements from
the Effective Time until the expiration of the applicable statute of limitations
with respect to any claims against such directors or officers arising out of
such acts or omissions.
(b) For a period of six years from and after the Effective Time, Parent or
the Surviving Corporation shall cause to be maintained in effect the current
policies of directors' and officers' liability insurance maintained by the
Company (provided that Parent may substitute therefor policies with reputable
and financially sound carriers of at least the same coverage and amounts
containing terms and conditions which are no less advantageous) with respect to
claims arising from or related to facts or events which occurred at or before
the Effective Time; provided, however, that Parent shall not be obligated to
make annual premium payments for such insurance to the extent such premiums
exceed 300% of the annual premiums paid as of the date hereof by the Company for
such insurance (such 300% amount, the "Maximum Premium"). If such insurance
coverage cannot be obtained at all, or can only be obtained at an annual premium
in excess of the Maximum Premium, Parent or the Surviving Corporation shall
maintain the most advantageous policies of directors' and officers' insurance
obtainable for an annual premium equal to the Maximum Premium.
(c) From and after the Effective Time, to the fullest extent permitted by
Law, Parent shall, and shall cause the Surviving Corporation to, indemnify,
defend and hold harmless the present and former officers and directors of the
Company and its subsidiaries and any employee of the Company or its subsidiaries
who acts as a fiduciary under any Company Benefit Plan (each an "Indemnified
Party") against all losses, claims, damages, liabilities, fees and expenses
(including attorneys' fees and disbursements), judgments, fines and amounts paid
in settlement (in the case of settlements, with the approval of the indemnifying
party (which approval shall not be unreasonably withheld or delayed))
(collectively, "Losses"), as incurred (payable monthly upon written request
which request shall include reasonable evidence of the Losses set forth therein)
to the extent arising from, relating to, or otherwise in respect of, any actual
or threatened action, suit, proceeding or investigation, in respect of actions
or omissions occurring at or prior to the Effective Time in connection with such
Indemnified Party's duties as an officer or director or employee of the Company
or any of its subsidiaries to the extent they are based on or arise out of or
pertain to the transactions contemplated by this Agreement.
(d) In the event Parent or the Surviving Corporation or any of their
successors or assigns (i) consolidates with or merges into any other person and
shall not be the continuing or surviving corporation or entity in such
consolidation or merger or (ii) transfers or conveys all or any
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substantial portion of its properties and assets to any person, then, and in
each such case, proper provision shall be made so that the successors and
assigns of such party assume the obligations of such party as contemplated by
this Section 6.04.
SECTION 6.05. Fees and Expenses. Except as may otherwise be agreed in
writing, all fees and expenses incurred in connection with the Offer, the Merger
and the other transactions contemplated by this Agreement shall be paid by the
party incurring such fees or expenses, whether or not the Offer or the Merger is
consummated.
SECTION 6.06. Public Announcements. Parent, Sub and Merger Sub, on the
one hand, and the Company, on the other hand, shall consult with each other
before issuing, and provide each other the opportunity to review and comment
upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement, including the Offer and the Merger,
and shall not issue any such press release or make any such public statement
prior to such consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national
securities exchange.
SECTION 6.07. Transfer Taxes. All stock transfer, real estate transfer,
documentary, stamp, recording and other similar taxes (including interest,
penalties and additions to any such taxes) ("Transfer Taxes") incurred in
connection with the transactions contemplated hereby shall be paid by either Sub
or the Surviving Corporation, and the Company shall cooperate with Sub and
Parent in preparing, executing and filing any tax returns with respect to such
Transfer Taxes.
SECTION 6.08. Stockholder Litigation. The Company shall give Parent the
opportunity to participate in the defense or settlement of any stockholder
litigation against the Company and its directors relating to any transaction
contemplated hereby; provided, however, that no such settlement shall be agreed
to without Parent's consent.
SECTION 6.09. Contribution of Company Common Stock. Promptly following
consummation of the Offer, Sub shall contribute all shares of Company Common
Stock purchased in the Offer and all shares of Class B Common Stock to Merger
Sub in order to effect the Merger.
SECTION 6.10. Compliance of Sub and Merger Sub. Parent shall cause each
of Sub and Merger Sub to comply with its obligations under this Agreement.
ARTICLE VII
CONDITIONS PRECEDENT
SECTION 7.01. Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:
(a) Stockholder Approval. If required by Law in order to consummate
the Merger, the Company shall have obtained the Company Stockholder
Approval.
(b) No Injunctions or Restraints. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Merger or the other transactions contemplated
hereby shall be in effect; provided, however, that prior to asserting this
condition each of the parties shall have used its reasonable best efforts
to prevent the entry of any such injunction or other order and to appeal as
promptly as possible any such judgment that may be entered.
(c) Tender. Sub shall have purchased the shares of Company Common
Stock pursuant to the Offer.
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ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.01. Termination. This Agreement may be terminated at any time
prior to the Effective Time, whether before or after receipt of the Company
Stockholder Approval:
(a) by mutual written consent of Parent, Sub, Merger Sub and the
Company Board (as agreed to by the Special Committee) on behalf of the
Company;
(b) by either Parent or the Company Board (as agreed to by the Special
Committee) on behalf of the Company:
(i) if the purchase of the shares of Company Common Stock pursuant
to the Offer is not consummated on or before August 16, 2000, unless the
failure to consummate the Offer is the result of a breach of this
Agreement by the party seeking to terminate this Agreement; or
(ii) if any Governmental Entity issues an order, decree or ruling
or takes any other action permanently enjoining, restraining or
otherwise prohibiting the Merger and such order, decree, ruling or other
action shall have become final and nonappealable; or
(c) by Parent if the Company Board or any committee thereof withdraws
or modifies, in a manner adverse to Parent, Sub or Merger Sub, or proposes
to withdraw or modify, in a manner adverse to Parent, Sub or Merger Sub,
its approval or recommendation of this Agreement, the Offer or the Merger
or fails to recommend to the Company's stockholders that they accept the
Offer and give the Company Stockholder Approval; or
(d) by the Company Board on behalf of the Company (as agreed to by the
Special Committee) if due to an occurrence or circumstance, not involving a
breach by the Company of its obligations hereunder, which would result in a
failure to satisfy any of the conditions set forth in Exhibit A hereto or
otherwise, Sub shall have terminated the Offer or permitted the Offer to
expire without the purchase of shares of Company Common Stock thereunder.
SECTION 8.02. Effect of Termination. In the event of termination of this
Agreement by either the Company or Parent as provided in Section 8.01, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent, Sub, or Merger Sub or the Company, other
than Section 6.05, this Section 8.02 and Article IX, which provisions shall
survive such termination, and except to the extent that such termination results
from the wilful and material breach by a party of any representation, warranty
or covenant set forth in this Agreement.
SECTION 8.03. Amendment. This Agreement may be amended by the parties at
any time before or after receipt of the Company Stockholder Approval; provided,
however, that any amendment pursuant to this Section 8.03 that adversely affects
in any material respect the rights of the holders of shares of Company Common
Stock shall require the approval of the Special Committee; provided further,
however, that after receipt of the Company Stockholder Approval, there shall be
made no amendment that by Law requires further approval by the stockholders of
the Company without the further approval of such stockholders. Subject to the
preceding sentence, this Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties.
SECTION 8.04. Extension; Waiver. At any time prior to the Effective Time,
the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 8.03, waive compliance with any of the agreements or conditions
contained in this Agreement; provided however, that any extension or waiver
pursuant to this Section 8.04 that adversely affects the holders of shares of
Company Common Stock shall require the approval of the Special Committee.
Subject to the preceding sentence, any agreement on the part of a party to any
such extension or
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<PAGE> 85
waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure of any party to this Agreement to assert any
of its rights under this Agreement or otherwise shall not constitute a waiver of
such rights.
SECTION 8.05. Procedure for Termination, Amendment, Extension or Waiver. A
termination of this Agreement pursuant to Section 8.01, an amendment of this
Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section
8.04 shall, in order to be effective, require in the case of Parent, Sub, Merger
Sub or the Company, action by its Board of Directors or, to the extent permitted
by applicable Law, the duly authorized designee of its Board of Directors.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01. Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time. This Section 9.01
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.
SECTION 9.02. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given upon receipt by the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(a) if to Parent, Sub or Merger Sub, to
Hartford Financial Services Group, Inc.
Hartford Plaza
690 Asylum Avenue
Hartford, CT 06115
Attention: General Counsel
with a copy to:
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Attention: George W. Bilicic, Esq.
(b) if to the Company, to
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, CT 06089
Attention: General Counsel
with a copy to:
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Attention: Jack H. Nusbaum, Esq. and
Jeffrey S. Hochman, Esq.
SECTION 9.03. Definitions. For purposes of this Agreement:
An "affiliate" of any person means another person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first person.
18
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A "Company Benefit Plan" means any collective bargaining agreement or any
bonus, pension, profit sharing, defined compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical or
other plan arrangement or understanding (whether or not legally binding)
providing benefits to any current or former employee, officer or director of the
Company or any of its subsidiaries.
A "material adverse effect" or "material adverse change" on a party means a
material adverse effect or change on the business, assets, condition (financial
or otherwise) or results of operations of such party and its subsidiaries, taken
as a whole, in each case excluding those effects and changes that result,
directly or indirectly, from any change in the capital, currency or other
financial markets or in any stock exchange index.
A "person" means any individual, firm, corporation, partnership, company,
limited liability company, trust, joint venture, association, Governmental
Entity or other entity.
A "subsidiary" of any person means another person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the
equity interests of which) is owned directly or indirectly by such first person.
SECTION 9.04. Interpretation. When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
SECTION 9.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.
SECTION 9.06. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This
Agreement (a) constitutes the entire agreement, and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the transactions contemplated hereby and (b) except for the
provisions of Article II and Section 6.04, are not intended to confer upon any
person other than the parties any rights or remedies.
SECTION 9.08. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
SECTION 9.09. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties, except that each of Sub and Merger Sub may
assign, in its sole discretion, any of or all its rights, interests and
obligations under this Agreement to Parent or to any direct or indirect wholly
owned subsidiary of Parent, but no such assignment shall relieve Sub or Merger
Sub of any of its obligations under this Agreement. Any
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<PAGE> 87
purported assignment without such consent shall be void. Subject to the
preceding sentences, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.
IN WITNESS WHEREOF, Parent, Sub, Merger Sub and the Company have duly
executed this Agreement, all as of the date first written above.
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.,
by /s/ RAMANI AYER
------------------------------------
Name: Ramani Ayer
Title: Chairman, President and Chief
Executive Officer
HARTFORD FIRE INSURANCE COMPANY,
by /s/ DAVID K. ZWIENER
------------------------------------
Name: David K. Zwiener
Title: President and Chief Operating
Officer
HLI ACQUISITION, INC.,
by /s/ RAMANI AYER
------------------------------------
Name: Ramani Ayer
Title: President
HARTFORD LIFE, INC.,
by /s/ LOWNDES A. SMITH
------------------------------------
Name: Lowndes A. Smith
Title: President and Chief Executive
Officer
20
<PAGE> 88
EXHIBIT A
CONDITIONS OF THE OFFER
Notwithstanding any other term of the Offer or this Agreement, Sub shall
not be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating
to Sub's obligation to pay for or return tendered shares of Company Common Stock
promptly after the termination or withdrawal of the Offer), to pay for any
shares of Company Common Stock tendered pursuant to the Offer unless Parent, Sub
and the Company shall have obtained all insurance regulatory approvals necessary
to consummate the Offer and the Merger. Furthermore, notwithstanding any other
term of the Offer or this Agreement, Sub shall not be required to commence the
Offer, accept for payment or, subject as aforesaid, to pay for any shares of
Company Common Stock not theretofore accepted for payment or paid for, and may
terminate or amend the Offer, with the consent of the Company or if, at any time
on or after the date of this Agreement and before the acceptance of such shares
for payment or the payment therefor, any of the following conditions exists:
(a) there shall be threatened or pending any suit, action or
proceeding by any Governmental Entity, in each case that has a reasonable
likelihood of success, (i) challenging the acquisition by Parent or Sub of
any shares of Company Common Stock, seeking to restrain or prohibit the
making or consummation of the Offer or the Merger or any other transaction
contemplated by this Agreement, or seeking to obtain from the Company,
Parent or Sub any damages that are material in relation to the Company and
its subsidiaries taken as whole, (ii) seeking to prohibit or limit the
ownership or operation by the Company, Parent or any of their respective
subsidiaries of any material portion of the business or assets of the
Company, Parent or any of their respective subsidiaries, or to compel the
Company, Parent or any of their respective subsidiaries to dispose of or
hold separate any material portion of the business or assets of the
Company, Parent or any of their respective subsidiaries, as a result of the
Offer, the Merger or any other transaction contemplated by this Agreement,
(iii) seeking to impose material limitations on the ability of Parent or
Sub to acquire or hold, or exercise full rights of ownership of, any shares
of Company Common Stock, including the right to vote the Company Common
Stock purchased by it on all matters properly presented to the stockholders
of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries
from effectively controlling in any material respect the business or
operations of the Company and its subsidiaries or (v) which otherwise is
reasonably likely to have a Company Material Adverse Effect;
(b) any statute, rule, regulation, legislation, judgment, order or
injunction shall be threatened, proposed, sought, enacted, entered,
enforced, promulgated, amended or issued with respect to, or deemed
applicable to, or any consent or approval withheld with respect to, (i)
Parent, the Company or any of their respective subsidiaries or (ii) the
Offer, the Merger or any other transaction contemplated by this Agreement,
in each of the cases of clause (i) and (ii), by any Governmental Entity
that is reasonably likely to result, directly or indirectly, in any of the
consequences referred to in paragraph (a) above;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on the New York Stock Exchange,
Inc. or The Nasdaq Stock Market for a period in excess of 24 hours
(excluding suspensions or limitations resulting solely from physical damage
or interference with such exchange not related to market conditions), (ii)
any suspension of, or material limitation on, the markets for United States
currency exchange rates, (iii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (iv) any
limitation (whether or not mandatory) by any Governmental Entity on, or
other event that would reasonably be expected to materially adversely
affect, the extension of credit by United States banks or other United
States lending institutions, (v) a commencement of a war or armed
hostilities or other national or international calamity directly
<PAGE> 89
or indirectly involving the United States that would reasonably be expected
to have a material adverse effect on bank syndication or the financial
markets in the United States or (vi) in the case of any of the foregoing
existing on the date of this Agreement, a material acceleration or
worsening thereof;
(d) the Company Board or any committee thereof shall have withdrawn or
modified, or proposed to withdraw or modify, in a manner adverse to Parent
or Sub, its approval or recommendation of this Agreement, the Offer or the
Merger or failed to recommend to the Company's stockholders that they
accept the Offer and give the Company Stockholder Approval;
(e) any representation and warranty of the Company in this Agreement
shall not be true and correct in any material respect as of such time,
except to the extent such representation and warranty expressly relates to
an earlier date (in which case on and as of such earlier date), other than
for such failures to be true and correct that, individually or in the
aggregate, have not had and would not reasonably be expected to have a
Company Material Adverse Effect (for purposes of determining the
satisfaction of this condition, the representations and warranties of the
Company shall be deemed not qualified by any references therein to
materiality generally or to whether or not any breach results or may result
in a Company Material Adverse Effect);
(f) the Company shall have failed to perform in any material respect
any obligation or to comply in any material respect with any agreement or
covenant, of the Company required to be performed or complied with by it
under this Agreement; or
(g) this Agreement shall have been terminated in accordance with its
terms;
which, in the sole and reasonable judgment of Sub or Parent, in any such case,
makes it inadvisable to proceed with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of Sub and Parent and may
be asserted by Sub or Parent or may be waived by Sub and Parent in whole or in
part at any time and from time to time in their sole discretion. The failure by
Parent, Sub or any other affiliate of Parent at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right, the waiver of
any such right with respect to particular facts and circumstances shall not be
deemed a waiver with respect to any other facts and circumstances and each such
right shall be deemed an ongoing right that may be asserted at any time and from
time to time.
2
<PAGE> 90
ANNEX B
May 17, 2000
Special Committee of the Board of Directors
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, Connecticut 06089
Ladies and Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the Class A Common Stock, par value $0.01 per share
(the "Company Class A Stock"), of Hartford Life, Inc. (the "Company"), other
than The Hartford Financial Services Group, Inc. (the "Parent") and its
affiliates, of the consideration to be received by such holders in connection
with the proposed acquisition by Parent of all outstanding shares of Company
Class A Stock as contemplated by the Agreement and Plan of Merger (the
"Agreement") to be entered into by and among the Company, Parent, Hartford Fire
Insurance Company ("Purchaser"), a wholly owned subsidiary of Parent, and HLI
Acquisition, Inc. ("MergerSub"), a wholly owned subsidiary of Purchaser.
As more specifically set forth in the Agreement, and subject to the terms
and conditions thereof, (i) Parent will cause Purchaser to commence a tender
offer (the "Proposed Tender Offer") to purchase all outstanding shares of
Company Class A Stock, at a purchase price of $50.50 per share, net to the
seller in cash (the "Per Share Amount"), and (ii) following consummation of the
Proposed Tender Offer, MergerSub will be merged with and into the Company (the
"Proposed Merger" and, together with the Proposed Tender Offer, the "Proposed
Transaction") and each then outstanding share of Company Class A Stock (other
than certain shares specified in the Agreement) will be converted into the right
to receive, in cash, the Per Share Amount, or any higher price that may have
been paid pursuant to the Proposed Tender Offer.
In arriving at our opinion, we reviewed the Agreement, dated as of May 18,
2000, and held discussions with certain senior officers, directors and other
representatives and advisors of the Company and certain senior officers and
other representatives and advisors of Parent concerning the businesses,
operations and prospects of the Company. We examined certain publicly available
business and financial information relating to the Company as well as certain
financial forecasts and other information and data for the Company which were
provided to or otherwise discussed with us by the management of the Company and
Parent. We reviewed the financial terms of the Proposed Transaction as set forth
in the Agreement in relation to, among other things: current and historical
market prices and trading volumes of Company Class A Stock; the historical and
projected earnings and other operating data of the Company; and the
capitalization and financial condition of the Company. We considered, to the
extent publicly available, the financial terms of certain other similar
transactions recently effected that we considered relevant in evaluating the
Proposed Transaction and analyzed certain financial, stock market and other
publicly available information relating to the businesses of other companies
whose operations we considered relevant in evaluating those of the Company. We
also have taken into consideration that Parent owns all of the outstanding
shares of the Class B Common Stock, par value $0.01 per share, of the Company,
which represents approximately 81% of the outstanding shares of the common stock
of the Company. In addition to the foregoing, we conducted such other analyses
and examinations and considered such other information and financial, economic
and market criteria as we deemed appropriate in arriving at our opinion.
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed by
or discussed with us and have further relied upon the assurances of management
of the Company and Parent that they are not aware of any facts that
<PAGE> 91
would make any of such information inaccurate or misleading. With respect to
financial forecasts and other information and data provided to or otherwise
reviewed by or discussed with us, we have been advised by the management of the
Company and Parent that such forecasts and other information and data were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the management of the Company and Parent as to the future
financial performance of the Company. We express no view with respect to such
forecasts and other information and data or the assumptions on which they were
based. We have not made or been provided with an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of the Company
nor have we made any physical inspection of the properties or assets of the
Company. We have further assumed that the Proposed Transaction will be
consummated in accordance with the terms of the Agreement, without waiver of any
of the conditions precedent to the Proposed Tender Offer or the Proposed Merger
contained in the Agreement. For purposes of this opinion, we have assumed that
the consideration paid per share of Company Class A Stock in the Proposed
Transaction will be the Per Share Amount.
We were not requested to consider, and our opinion does not address, the
relative merits of the Proposed Transaction as compared to any alternative
business strategies that might exist for the Company or the effect of any other
transaction in which the Company might engage. Our opinion necessarily is based
upon information available to us and financial, stock market and other
conditions and circumstances existing and disclosed to us as of the date hereof.
Salomon Smith Barney Inc. is acting as financial advisor to the Special
Committee of the Board of Directors of the Company in connection with the
Proposed Transaction and will receive a fee for our services, a significant
portion of which is contingent upon consummation of the Proposed Transaction. We
have in the past provided investment banking services to the Company and Parent
unrelated to the Proposed Transaction, for which we have received compensation.
In the ordinary course of our business, we and our affiliates may actively trade
or hold the securities of the Company and Parent for our own account or for the
account of our customers and, accordingly, may at any time hold a long or short
position in such securities. Salomon Smith Barney Inc. and its affiliates
(including Citigroup Inc. and its affiliates) may maintain relationships with
the Company, Parent and their respective affiliates.
Our advisory services and the opinion expressed herein are provided for the
information of the Special Committee of the Board of Directors of the Company in
its evaluation of the Proposed Transaction and our opinion is not intended to be
and does not constitute a recommendation of the Proposed Transaction to the
Company or a recommendation to any stockholder as to whether such stockholder
should tender shares of Company Class A Stock in the Proposed Tender Offer or
how such stockholder should vote on any matters relating to the Proposed Merger.
Based upon and subject to the foregoing, our experience as investment
bankers, our work as described above and other factors we deemed relevant, we
are of the opinion that, as of the date hereof, the consideration to be received
in the Proposed Transaction by the holders of Company Class A Stock (other than
Parent and its affiliates) is fair, from a financial point of view, to such
holders.
Very truly yours,
/s/ SALOMON SMITH BARNEY INC.
SALOMON SMITH BARNEY INC.
2
<PAGE> 92
ANNEX C
EXCERPTS FROM THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE RELATING TO THE RIGHTS
OF DISSENTING STOCKHOLDERS
PURSUANT TO SECTION 262
(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares; who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to sec.228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to sec.251 (other than a merger effected pursuant to
sec.251(g)), sec.252, sec.254, sec.257, sec.258, sec.263 or sec.264 of this
title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of sec.251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
sec.sec.251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
<PAGE> 93
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under sec.253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporation, before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares. Such demand
will be sufficient if it reasonably Informs the corporation of the identity
of the stockholder and that the stockholder intends thereby to demand the
appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation has become effective; or
(2) If the merger or consolidation was approved pursuant to sec.228 or
sec.253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within twenty days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. such demand will be
sufficient if it reasonably informs the corporation of the identify of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holer's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the
2
<PAGE> 94
absence of fraud, be prima facie evidence of the facts stated therein. For
purposes of determining the stockholder entitled to receive either notice,
each constituent corporation may fix, in advance, a record date that shall
be not more than 10 days prior to the date the notice is given; provided
that, if the notice is given on or after the effective date of the merger
or consolidation, the record date shall be such effective date. If no
record date is fixed and the notice is given prior to the effective date,
the record date shall be the close of business on the day next preceding
the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and with respect to
which demands for appraisal have been received and the aggregate number of
holders of such shares. Such written statement shall be mailed to the
stockholder within 10 days after his written request for such a statement is
received by the surviving or resulting corporation or within 10 days after
expiration of the period for delivery of demands for appraisal under subsection
(d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 120 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publication at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notice by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pending of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment of expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining the fair rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on
3
<PAGE> 95
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
4
<PAGE> 96
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. Letters of Transmittal and certificates for Shares should be sent or
delivered by each stockholder of the Company or his or her broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its
addresses set forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
Facsimile for By Hand or
By Mail: Eligible Institutions: Overnight Courier:
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
For Confirmation Telephone:
(800) 507-9357
Any questions or requests for assistance may be directed to the Information
Agent at its address and telephone numbers set forth below. Requests for
additional copies of this Offer to Purchase and the Letter of Transmittal may be
directed to the Information Agent or the Depositary. Stockholders may also
contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
The Information Agent for the Offer is:
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
<PAGE> 1
EXHIBIT (a)(1)(B)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 $.01 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:
<TABLE>
<S> <C>
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
</TABLE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. SUBJECT COMPANY INFORMATION.
NAME AND ADDRESS.
The name of the subject company is Hartford Life, Inc., a Delaware
corporation ("Hartford Life"). The address of the principal executive offices of
Hartford Life is 200 Hopmeadow Street, Simsbury, Connecticut 06089, and its
telephone number is (860) 525-8555.
SECURITIES.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement (this "Statement") relates is the Class A
Common Stock, par value $.0l per share (the "Shares"), of Hartford Life. As of
May 16, 2000, there were 26,037,634 Shares (including 213,072 Shares of
restricted stock) issued and outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
NAME AND ADDRESS.
The name, business address and business telephone number of Hartford Life,
which is the subject company and the person filing this Statement, are set forth
in Item 1 above.
TENDER OFFER.
This Statement relates to the tender offer by Hartford Fire Insurance
Company, a Connecticut corporation ("Purchaser") and a wholly owned subsidiary
of The Hartford Financial Services Group, Inc., a Delaware corporation
("Parent"), to purchase all outstanding Shares at a purchase price of $50.50 per
Share, net to the seller in cash (less any required withholding taxes), without
interest thereon, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 24, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (the "Letter of Transmittal," which, together with
the Offer to Purchase, as they may be amended or supplemented from time to time,
constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2)
herewith, respectively, and are incorporated herein by reference in their
entirety. Parent and its subsidiaries already own 100% of the Class B Common
Stock, par value $.0l per share, of Hartford Life, which constitutes
approximately 81.5% of the outstanding Hartford Life common stock. The Offer is
described in a Tender Offer Statement on Schedule TO (which includes the
information required to be reported under Rule 13e-3) dated May 24, 2000 (the
"Schedule TO"), which was filed with the Securities and Exchange Commission on
May 24, 2000.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of May 18, 2000 (the "Merger Agreement"), by and among Parent, Purchaser, HLI
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Purchaser ("Merger Sub"), and Hartford Life. Following the consummation of the
Offer and the satisfaction or waiver of certain conditions, Hartford Life will
merge with Merger Sub (the "Merger"). Hartford Life will continue as the
surviving corporation. In the Merger, each outstanding Share (other than Shares
owned (or held in the treasury) by Hartford Life or any of its wholly owned
subsidiaries, or owned by Parent, Purchaser or Merger Sub or held by
stockholders who perfect and do not withdraw or otherwise lose their appraisal
rights under Delaware law or restricted shares issued pursuant to Hartford
Life's stock plans) will be converted into the right to receive the merger
consideration, which will be $50.50 per Share, net to the seller in cash (less
any required withholding taxes), or any higher price paid per Share in the
Offer. A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is
incorporated herein by reference in its entirety.
The Schedule TO states that the principal executive offices of Parent and
Purchaser are located at Hartford Plaza, Hartford, Connecticut 06115, and the
telephone number of each is (860) 547-5000.
1
<PAGE> 3
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
CONFLICTS OF INTEREST.
Except as described or referred to in this Item 3, there exists on the date
hereof no material agreement, arrangement or understanding and no actual or
potential material conflict of interest between Hartford Life or its affiliates
and either (i) Hartford Life, its executive officers, directors or affiliates or
(ii) the Purchaser, Parent, Merger Sub or any of their respective executive
officers, directors or affiliates.
1. CERTAIN ARRANGEMENTS BETWEEN HARTFORD LIFE AND ITS EXECUTIVE OFFICERS,
DIRECTORS AND AFFILIATES.
Proxy Statement Disclosures. Certain contracts, agreements, arrangements
and understandings between Hartford Life and its executive officers, directors
and affiliates are described in Items 10 through 13, inclusive, of Hartford
Life's Form 10-K/A for the year ended December 31, 1999. Items 10 through 13,
inclusive, of the Form 10-K/A are filed herewith as Exhibit (e)(2) and are
incorporated herein by reference. The information incorporated by reference is
considered to be a part of this Statement, except for any information that is
superseded by information included directly in this Statement.
Company Benefit Plans. The information set forth under "INTRODUCTION,"
"SPECIAL FACTORS -- Background of the Offer," "SPECIAL FACTORS -- Recommendation
of the Special Committee and the Company Board; Fairness of the Offer and the
Merger," "SPECIAL FACTORS -- Opinion of the Financial Advisor," "SPECIAL
FACTORS -- Interests of Certain Persons in the Offer and the Merger," "SPECIAL
FACTORS -- The Merger Agreement," "SPECIAL FACTORS -- Beneficial Ownership of
Common Stock," "SPECIAL FACTORS -- Transactions and Arrangements Concerning the
Shares," "SPECIAL FACTORS -- Related Party Transactions," "THE TENDER
OFFER -- Section 7. Certain Information Concerning the Company" and "THE TENDER
OFFER -- Section 8. Certain Information Concerning Parent and Purchaser" in the
Offer to Purchase is incorporated herein by reference.
2. CERTAIN ARRANGEMENTS BETWEEN HARTFORD LIFE AND PARENT.
The information set forth under "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Offer," "SPECIAL FACTORS -- Recommendation of the
Special Committee and the Company Board; Fairness of the Offer and the Merger,"
"SPECIAL FACTORS -- Opinion of the Financial Advisor," "SPECIAL FACTORS -- The
Merger Agreement," "SPECIAL FACTORS -- Beneficial Ownership of Common Stock,"
"SPECIAL FACTORS -- Transactions and Arrangements Concerning the Shares,"
"SPECIAL FACTORS -- Related Party Transactions," "THE TENDER OFFER -- Section 7.
Certain Information Concerning the Company" and "THE TENDER OFFER -- Section 8.
Certain Information Concerning Parent and Purchaser" in the Offer to Purchase is
incorporated herein by reference.
3. INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER.
In considering the recommendations of the Hartford Life Board and the
Special Committee of independent Hartford Life directors with respect to the
Offer, the Merger and the Merger Agreement and the fairness of the consideration
to be received in the Offer and the Merger, stockholders should be aware that
certain officers and directors of Parent, Purchaser and Hartford Life have
interests in the Offer and the Merger which are described in the sections of the
Offer to Purchase listed below and which may present them with certain potential
conflicts of interest.
The information contained under "SPECIAL FACTORS -- Interests of Certain
Persons in the Offer and the Merger," "SPECIAL FACTORS -- Beneficial Ownership
of Common Stock," "SPECIAL FACTORS -- Transactions and Arrangements Concerning
the Shares," and "SPECIAL FACTORS -- Related Party Transactions" in the Offer to
Purchase is incorporated herein by reference.
2
<PAGE> 4
The Special Committee and the Hartford Life Board were aware of these
actual and potential conflicts of interest and considered them along with the
other matters described below in Item 4, "The Solicitation or
Recommendation -- Reasons for the Recommendation."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
RECOMMENDATION.
Recommendation of the Special Committee. At a meeting held on May 17,
2000, the Special Committee (i) unanimously determined that the terms of each of
the Offer, the Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of Hartford Life's stockholders
(other than Parent, Purchaser and Merger Sub); (ii) unanimously determined to
recommend that the Hartford Life Board approve the Merger Agreement and the
transactions contemplated by the Merger Agreement; and (iii) unanimously
determined to recommend that Hartford Life's stockholders accept the Offer and
tender their Shares pursuant to the Offer and, if applicable, adopt the Merger
Agreement.
Recommendation of the Hartford Life Board. At a meeting held on May 17,
2000, after hearing the Special Committee's recommendation, the Hartford Life
Board, by unanimous vote of all directors and based on, among other things, the
recommendation of the Special Committee, (i) determined that the terms of each
of the Offer, the Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of Hartford Life's stockholders
(other than Parent, Purchaser and Merger Sub); (ii) approved the Merger
Agreement and the transactions contemplated by the Merger Agreement; and (iii)
recommended that Hartford Life's stockholders accept the Offer and tender their
Shares pursuant to the Offer and adopt the Merger Agreement. ACCORDINGLY, THE
HARTFORD LIFE BOARD RECOMMENDS THAT THE STOCKHOLDERS OF HARTFORD LIFE ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER AND, IF APPLICABLE, ADOPT
THE MERGER AGREEMENT.
A letter to the stockholders of Hartford Life, a letter to brokers,
dealers, commercial banks, trust companies and other nominees, a letter to
clients for use by brokers, dealers, commercial banks, trust companies and other
nominees communicating the Hartford Life Board's recommendation, press releases
announcing the Offer and the Merger and letters instructing participants in The
Hartford Investment and Savings Plan and the 1997 Hartford Life, Inc. Employee
Stock Purchase Plan are filed herewith as Exhibits (a)(3), (a)(4), (a)(5),
(a)(6), (a)(7), (a)(8) and (a)(9), respectively, and are incorporated herein by
reference.
The Hartford Life Board's recommendation is based in part on the oral
opinion (which was subsequently confirmed in writing) delivered by Salomon Smith
Barney Inc. ("Salomon Smith Barney") to the Special Committee on May 17, 2000,
to the effect that, as of such date and based on and subject to the assumptions
and limitations described in the opinion, the price per Share of $50.50 to be
received pursuant to the Offer and the Merger by Hartford Life stockholders
(other than Parent and its affiliates) was fair, from a financial point of view,
to such stockholders. The full text of the written opinion, which sets forth the
assumptions made, the procedures followed, the matters considered and the
limitations on the review undertaken by Salomon Smith Barney, is filed herewith
as Exhibit (a)(10) and is incorporated herein by reference.
REASONS FOR THE RECOMMENDATION.
The reasons for the recommendation stated in this Item 4 are set forth
under "INTRODUCTION," "SPECIAL FACTORS -- Background of the Offer," "SPECIAL
FACTORS -- Recommendation of the Special Committee and the Board; Fairness of
the Offer and the Merger" and "SPECIAL FACTORS -- Opinion of the Financial
Advisor" in the Offer to Purchase, and are incorporated herein by reference.
3
<PAGE> 5
INTENT TO TENDER.
To the best knowledge of Hartford Life, after making reasonable inquiry,
each of Hartford Life's executive officers, directors, affiliates and
subsidiaries, other than those individuals, if any, for whom the tender of
Shares could cause them to incur liability under the provisions of Section 16(b)
of the Securities Exchange Act of 1934, as amended, or to the extent their
Shares are restricted shares, and other than those individuals who intend to
make charitable contributions of Shares, currently intends to tender pursuant to
the Offer or sell all Shares held of record or beneficially owned by them as of
the date hereof.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information contained under "SPECIAL FACTORS -- Background of the
Offer," "SPECIAL FACTORS -- Recommendation of the Special Committee and the
Board; Fairness of the Offer and the Merger" and "SPECIAL FACTORS -- Opinion of
the Financial Advisor" in the Offer to Purchase is incorporated herein by
reference.
Neither Hartford Life nor any person acting on its behalf has employed,
retained or compensated, or currently intends to employ, retain or compensate,
any person to make solicitations or recommendations to the stockholders of
Hartford Life on its behalf with respect to the Offer or the Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "SPECIAL FACTORS -- Transactions and
Arrangements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference.
Except as set forth in this Item 6, no transactions in the Shares during
the past 60 days have been effected by Hartford Life or, to the best of Hartford
Life's knowledge, by any executive officer, director, affiliate or subsidiary of
Hartford Life.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as described or referred to in this Statement, no negotiation is
being undertaken or engaged in by Hartford Life which relates to or would result
in (i) a tender offer or other acquisition of the Shares by Hartford Life, any
of its subsidiaries or any other person, (ii) an extraordinary transaction, such
as a merger, reorganization, or liquidation, involving Hartford Life or any of
its subsidiaries, (iii) a purchase, sale, or transfer of a material amount of
assets by Hartford Life or any of its subsidiaries or (iv) any material change
in the present dividend rate or policy, or indebtedness or capitalization of
Hartford Life.
Except as described or referred to in this Statement, there are no
transactions, Hartford Life Board resolutions, agreements in principle, or
signed contracts entered into in response to the Offer that would relate to one
or more of the matters referred to in this Item 7.
ITEM 8. ADDITIONAL INFORMATION.
The information contained in the Offer to Purchase filed as Exhibit (a)(1)
herewith is incorporated herein by reference.
4
<PAGE> 6
ITEM 9. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(a)(1) Offer to Purchase dated May 24, 2000.*+
(a)(2) Letter of Transmittal.*+
(a)(3) Letter from the Chairman of Hartford Life to Hartford Life's
Stockholders, dated May 24, 2000.+
(a)(4) Letter from the Dealer Managers to Brokers, Dealers,
Commercial Banks, Trust Companies, and Nominees.*
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Nominees.*
(a)(6) Text of press release issued by Parent, dated May 18, 2000.*
(a)(7) Text of press release issued by Hartford Life, dated May 18,
2000.*
(a)(8) Instruction Letter to Participants in The Hartford
Investment and Savings Plan.*
(a)(9) Instruction Letter to Participants in the 1997 Hartford
Life, Inc. Employee Stock Purchase Plan.*
(a)(10) Opinion of Salomon Smith Barney Inc., dated May 17, 2000
(included as Annex A hereto).+
(e)(1) Agreement and Plan of Merger dated as of May 18, 2000, among
Parent, Purchaser, Merger Sub and Hartford Life.*
(e)(2) Items 10 through 13 of the Form 10-K/A of Hartford Life for
the year ended December 31, 1999 (incorporated by reference
to the Form 10-K/A of Hartford Life, filed on April 28, 2000
(File No. 1-12749)).
(e)(3) Amended and Restated Certificate of Incorporation of
Hartford Life, Inc. as amended (incorporated by reference to
Exhibit 3.1 of the Form S-1 of Hartford Life, Inc. dated
February 10, 1997 (Registration No. 333-21459)).
</TABLE>
- ---------------
* Incorporated by reference to the Schedule TO filed by Parent and Purchaser on
May 24, 2000.
+ Mailed to Hartford Life's stockholders.
5
<PAGE> 7
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/ LOWNDES A. SMITH
------------------------------------
Name: Lowndes A. Smith
Title: President and Chief Executive
Officer
Dated: May 24, 2000
6
<PAGE> 8
ANNEX A
May 17, 2000
Special Committee of the Board of Directors
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, Connecticut 06089
Ladies and Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the Class A Common Stock, par value $0.01 per share
(the "Company Class A Stock"), of Hartford Life, Inc. (the "Company"), other
than The Hartford Financial Services Group, Inc. (the "Parent") and its
affiliates, of the consideration to be received by such holders in connection
with the proposed acquisition by Parent of all outstanding shares of Company
Class A Stock as contemplated by the Agreement and Plan of Merger (the
"Agreement") to be entered into by and among the Company, Parent, Hartford Fire
Insurance Company ("Purchaser"), a wholly owned subsidiary of Parent, and HLI
Acquisition, Inc. ("MergerSub"), a wholly owned subsidiary of Purchaser.
As more specifically set forth in the Agreement, and subject to the terms
and conditions thereof, (i) Parent will cause Purchaser to commence a tender
offer (the "Proposed Tender Offer") to purchase all outstanding shares of
Company Class A Stock, at a purchase price of $50.50 per share, net to the
seller in cash (the "Per Share Amount"), and (ii) following consummation of the
Proposed Tender Offer, MergerSub will be merged with and into the Company (the
"Proposed Merger" and, together with the Proposed Tender Offer, the "Proposed
Transaction") and each then outstanding share of Company Class A Stock (other
than certain shares specified in the Agreement) will be converted into the right
to receive, in cash, the Per Share Amount, or any higher price that may have
been paid pursuant to the Proposed Tender Offer.
In arriving at our opinion, we reviewed the Agreement, dated as of May 18,
2000, and held discussions with certain senior officers, directors and other
representatives and advisors of the Company and certain senior officers and
other representatives and advisors of Parent concerning the businesses,
operations and prospects of the Company. We examined certain publicly available
business and financial information relating to the Company as well as certain
financial forecasts and other information and data for the Company which were
provided to or otherwise discussed with us by the management of the Company and
Parent. We reviewed the financial terms of the Proposed Transaction as set forth
in the Agreement in relation to, among other things: current and historical
market prices and trading volumes of Company Class A Stock; the historical and
projected earnings and other operating data of the Company; and the
capitalization and financial condition of the Company. We considered, to the
extent publicly available, the financial terms of certain other similar
transactions recently effected that we considered relevant in evaluating the
Proposed Transaction and analyzed certain financial, stock market and other
publicly available information relating to the businesses of other companies
whose operations we considered relevant in evaluating those of the Company. We
also have taken into consideration that Parent owns all of the outstanding
shares of the Class B Common Stock, par value $0.01 per share, of the Company,
which represents approximately 81% of the outstanding shares of the common stock
of the Company. In addition to the foregoing, we conducted such other analyses
and examinations and considered such other information and financial, economic
and market criteria as we deemed appropriate in arriving at our opinion.
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed by
or discussed with us and have further relied upon the assurances of management
of the Company and Parent that they are not aware of any facts that
<PAGE> 9
would make any of such information inaccurate or misleading. With respect to
financial forecasts and other information and data provided to or otherwise
reviewed by or discussed with us, we have been advised by the management of the
Company and Parent that such forecasts and other information and data were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the management of the Company and Parent as to the future
financial performance of the Company. We express no view with respect to such
forecasts and other information and data or the assumptions on which they were
based. We have not made or been provided with an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of the Company
nor have we made any physical inspection of the properties or assets of the
Company. We have further assumed that the Proposed Transaction will be
consummated in accordance with the terms of the Agreement, without waiver of any
of the conditions precedent to the Proposed Tender Offer or the Proposed Merger
contained in the Agreement. For purposes of this opinion, we have assumed that
the consideration paid per share of Company Class A Stock in the Proposed
Transaction will be the Per Share Amount.
We were not requested to consider, and our opinion does not address, the
relative merits of the Proposed Transaction as compared to any alternative
business strategies that might exist for the Company or the effect of any other
transaction in which the Company might engage. Our opinion necessarily is based
upon information available to us and financial, stock market and other
conditions and circumstances existing and disclosed to us as of the date hereof.
Salomon Smith Barney Inc. is acting as financial advisor to the Special
Committee of the Board of Directors of the Company in connection with the
Proposed Transaction and will receive a fee for our services, a significant
portion of which is contingent upon consummation of the Proposed Transaction. We
have in the past provided investment banking services to the Company and Parent
unrelated to the Proposed Transaction, for which we have received compensation.
In the ordinary course of our business, we and our affiliates may actively trade
or hold the securities of the Company and Parent for our own account or for the
account of our customers and, accordingly, may at any time hold a long or short
position in such securities. Salomon Smith Barney Inc. and its affiliates
(including Citigroup Inc. and its affiliates) may maintain relationships with
the Company, Parent and their respective affiliates.
Our advisory services and the opinion expressed herein are provided for the
information of the Special Committee of the Board of Directors of the Company in
its evaluation of the Proposed Transaction and our opinion is not intended to be
and does not constitute a recommendation of the Proposed Transaction to the
Company or a recommendation to any stockholder as to whether such stockholder
should tender shares of Company Class A Stock in the Proposed Tender Offer or
how such stockholder should vote on any matters relating to the Proposed Merger.
Based upon and subject to the foregoing, our experience as investment
bankers, our work as described above and other factors we deemed relevant, we
are of the opinion that, as of the date hereof, the consideration to be received
in the Proposed Transaction by the holders of Company Class A Stock (other than
Parent and its affiliates) is fair, from a financial point of view, to such
holders.
Very truly yours,
/s/ SALOMON SMITH BARNEY INC.
SALOMON SMITH BARNEY INC.
2
<PAGE> 1
EXHIBIT (a)(1)(C)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 24, 2000
OF
HARTFORD FIRE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
Facsimile for By Hand or
By Mail: Eligible Institutions: Overnight Courier:
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
For Confirmation Telephone:
(212) 815-6156
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
EVIDENCED BY NUMBER
SHARE CERTIFICATE SHARE OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders delivering Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by each share certificate delivered to the
Depositary are being tendered hereby. See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. NUMBER OF
SHARES LOST __________ . SEE INSTRUCTION 11.
This Letter of Transmittal is to be completed by stockholders of Hartford
Life, Inc. either if certificates evidencing Shares (as defined below) are to be
forwarded herewith or if delivery of Shares is to be made by book-entry transfer
to an account maintained by the Depositary at The Depository Trust Company
("DTC") pursuant to the procedures described under "THE TENDER OFFER -- Section
3. Procedures for Tendering Shares" in the Offer to Purchase (as defined below).
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates evidencing Shares ("Certificates") are not
immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Depositary prior to the Expiration Date (as
defined under "INTRODUCTION" in the Offer to Purchase) or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis and who wish
to tender their Shares must do so pursuant to the guaranteed delivery procedure
described under "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares"
in the Offer to Purchase. See Instruction 2.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT DTC:
Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING TENDERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY:
Name(s) of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivery is by book-entry transfer, check box: [ ]
Account Number
Transaction Code Number
2
<PAGE> 3
SIGNATURES MUST BE PROVIDED AT THE END
OF THIS LETTER OF TRANSMITTAL.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Hartford Fire Insurance Company, a
Connecticut corporation and wholly owned subsidiary of The Hartford Financial
Services Group, Inc., a Delaware corporation ("Purchaser"), all of the
outstanding shares of Class A Common Stock, par value $.01 per share (the
"Shares"), of Hartford Life, Inc., a Delaware corporation (the "Company"), at a
purchase price of $50.50 per Share, net to the seller in cash (such amount, or
any greater amount per Share paid pursuant to the Offer, being referred to
herein as the "Offer Price"), without interest thereon, upon the terms and
subject to the conditions set forth in this Letter of Transmittal (as amended or
supplemented from time to time) and in the Offer to Purchase dated May 24, 2000
(the "Offer to Purchase"), receipt of which is hereby acknowledged (which
together constitute the "Offer"). The undersigned understands that Purchaser
reserves the right to transfer or assign, in whole, or from time to time in
part, to one or more of its affiliates or subsidiaries, all or any portion of
the issued and outstanding Shares tendered pursuant to the Offer or the right to
purchase all or any portion of the issued and outstanding Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering stockholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in, to and under all of the Shares that are being
tendered hereby (and any and all non-cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after May 24, 2000 (collectively, "Distributions")) and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and any and all Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates evidencing such Shares
(and any and all Distributions), or transfer ownership of such shares (and any
and all Distributions) on the account books maintained by DTC, together, in
either case, with all accompanying evidences of transfer and authenticity, to or
upon the order of Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the Offer Price, (ii) present such shares (and any and all
Distributions) for registration transfer on the books of the Company, and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any and all Distributions), all in accordance with the terms
of the Offer.
The undersigned hereby irrevocably appoints Michael S. Wilder and any other
designee of Purchaser, and each of them, as the attorneys-in-fact and proxies of
the undersigned, each with full power of substitution and re-substitution, to
vote in such manner as each such attorney-in-fact and proxy or his substitute
shall, in his sole discretion, deem proper and otherwise act (by written consent
or otherwise) with respect to all of the Shares (and any and all Distributions)
tendered hereby which have been accepted for payment by Purchaser prior to the
time of such vote or other action and all Shares and other securities issued in
Distributions in respect of such Shares, which the undersigned is entitled to
vote at any meeting of stockholders of the Company (whether annual or special
and whether or not an adjourned or postponed meeting) or consent in lieu of any
such meeting or otherwise. This proxy and power of attorney is coupled with an
interest in the Shares tendered hereby, is irrevocable, is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by Purchaser in accordance with other terms of the Offer. Such acceptance
for payment shall, without further action, revoke all other powers of attorney
and proxies granted by the undersigned at any time with respect to such Shares
(and any and all Distributions), and no subsequent power of attorney of proxy
shall be given or written consent executed (and if given or executed shall not
be effective) by the undersigned with respect thereto. The undersigned
understands and acknowledges that, in order for Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance of such Shares for payment,
Purchaser or Purchaser's designees must be able to exercise full voting and
other rights with respect to such Shares (and any and all Distributions),
including, without limitation, voting at any meeting of the Company's
stockholders then scheduled.
3
<PAGE> 4
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that when the same are accepted for payment by Purchaser, Purchaser will
acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claims. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby, or deduct from such purchase price, the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase under "THE TENDER
OFFER -- Section 3. Procedures for Tendering Shares" and in the instructions
hereto will constitute the undersigned's acceptance of the terms and subject to
the conditions of the Offer (and if the Offer is extended or amended, the terms
or conditions of any such extension or amendment). Purchaser's acceptance of
such Shares for payment will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer. The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Purchaser may not be required to accept for payment any
of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and/or return any certificates evidencing Shares not tendered or
accepted for payment in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated in
the box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all certificates evidencing Shares
not tendered or not accepted for payment (and any accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares purchased
and/or return all certificates evidencing Shares not tendered or not accepted
for payment (and any accompanying documents, as appropriate) in the name(s) of,
and mail such check and return certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered hereby and delivered by book-entry transfer that are not accepted for
payment by crediting the account at DTC designated above. The undersigned
recognizes that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if Purchaser does not purchase any of the Shares tendered hereby.
4
<PAGE> 5
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if (i) the check for the purchase price of
Shares (less the amount of any federal income and backup withholding tax
required to be withheld) accepted for payment is to be issued in the name
of someone other than the undersigned, (ii) certificates evidencing Shares
not tendered or not purchased are to be issued in the name of someone
other than the undersigned or (iii) Shares tendered hereby and delivered
by book-entry transfer that are not purchased are to be returned by credit
to an account maintained at DTC other than the account indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
-------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the DTC account.
------------------------------------------------------------
ACCOUNT NUMBER:
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding
tax required to be withheld) or certificates evidencing Shares not
tendered or not purchased are to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown
under "Description of Shares Tendered."
Mail: [ ] Check [ ] Certificate(s) to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
-------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
------------------------------------------------------------
5
<PAGE> 6
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated
- ------------------------, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please provide the following information and see Instruction 5.)
Name(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
- --------------------------------------------------------------------------------
Capacity (full title)
- --------------------------------------------------------------------------------
(SEE INSTRUCTION 5)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number
- -------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s)
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated
- ------------------------, 2000
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm that is a member of the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Guarantee Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), unless
(i) this Letter of Transmittal is signed by the registered holder(s) of Shares
(which term, for the purposes of this document, shall include any participant in
DTC whose name appears on a security position listing as the owner of Shares)
tendered hereby and such holder(s) has (have) not completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on this Letter of Transmittal or (ii) such Shares are tendered for
the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if
certificates representing Shares are to be forwarded herewith to the Depositary
or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth under "THE TENDER OFFER -- Section 3. Procedures for
Tendering Shares" in the Offer to Purchase. Certificates evidencing all
physically tendered Shares, or confirmation ("Book-Entry Confirmation") of any
book-entry transfer into the Depositary's account at DTC of Shares delivered by
book-entry as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), must be received by the Depositary at one of
its addresses set forth herein prior to the Expiration Date (as defined under
"THE TENDER OFFER -- Section 1. Terms of the Offer; Expiration Date" in the
Offer to Purchase). If certificates representing Shares are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery. Stockholders whose
certificates representing Shares are not immediately available, who cannot
deliver their certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot comply with the book-entry transfer
procedure on a timely basis may tender their Shares pursuant to the guaranteed
delivery procedures described under "THE TENDER OFFER -- Section 3. Procedures
for Tendering Shares" in the Offer to Purchase. Pursuant to such procedure, (i)
such tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by Purchaser, must be received by the Depositary (as provided in
(iii) below) prior to the Expiration Date and (iii) the certificates evidencing
all physically delivered Shares in proper form for transfer by delivery (or
Book-Entry Confirmation with respect to such Shares), as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange, Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery, all as described under "THE TENDER OFFER -- Section 3.
Procedures for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES
(REPRESENTING SHARES) AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH DTC, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND
DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders waive any right to receive any
notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
evidenced by such certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached hereto.
7
<PAGE> 8
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any certificate submitted
to the Depositary herewith are to be tendered hereby, fill in the number of
Shares that are to be tendered in the box entitled "Number of Shares Tendered."
In such case, new certificate(s) evidencing the remainder of the Shares that
were evidenced by the old certificate(s) delivered to the Depositary herewith
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" on the
reverse side hereof, as soon as practicable after the Expiration Date. All
Shares evidenced by the certificates delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the names(s) as written
on the face of the certificate(s) evidencing such Shares without alteration,
enlargement or any change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in names of different holders,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required, unless payment is to be made to, or certificates evidencing Shares
not tendered or purchased are to be issued in the name of, a person other than
the registered holder(s), in which case, the certificate(s) evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates(s). Signatures on such certificates and stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificate(s). Signatures on such
certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay or cause to be paid all stock transfer taxes with respect
to the transfer and sale of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Shares purchased is to be made
to, or if certificate(s) evidencing Shares not tendered or not purchased are to
be issued in the name of, a person other than the registered holder(s), or if
certificate(s) evidencing tendered shares are registered in the name of a person
other than the person(s) signing this Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s), or such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes or exemption
therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING
THE SHARES TENDERED HEREBY.
8
<PAGE> 9
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such certificate is to be sent and/or any certificates are to be
returned to someone other than the signer above, or to the signer above but at
an address other than that shown in the box entitled "Description of Shares
Tendered" on the reverse hereof, the appropriate boxes on the reverse of this
Letter of Transmittal must be completed. Stockholders delivering Shares tendered
hereby by book-entry transfer may request that Shares not purchased be credited
to such account maintained at DTC as such stockholder may designate in the box
entitled "Special Delivery Instructions" on the reverse hereof. If no such
instructions are given, all such Shares not purchased will be returned by
crediting the account at DTC designated on the reverse hereof as the account
from which such Shares were delivered.
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Managers at their respective telephone numbers and addresses set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Information Agent or Dealer Managers or from brokers, dealers, commercial banks
or trust companies.
9. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase and subject to the terms of the Merger Agreement, Purchaser reserves
the right in its sole discretion to waive in whole or in part at any time or
from time to time any of the specified conditions of the Offer or any defect or
irregularity in tender with regard to any Shares tendered.
10. Substitute Form W-9. The tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the stockholder's social security or federal employer identification number, on
a Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify, under penalty of perjury, that such number is correct and
that such stockholder is not subject to backup withholding of federal income
tax. If a tendering stockholder is subject to backup withholding, he or she must
cross out item (2) of the "Certification" box on Substitute Form W-9, unless
such stockholder has since been notified that such stockholder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to a $50 penalty
imposed by the Internal Revenue Service ("IRS") and a 31% federal income tax
withholding on the payment of the purchase price of all Shares purchased from
such stockholder. If the tendering stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, such
stockholder should write "Applied For" in the space provided for the TIN in Part
I, sign and date the Substitute Form W-9 and sign and date the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I,
the Depositary will be required to withhold 31% of all payments made for
surrendered Shares except that if the Depositary is provided with a TIN within
60 days, the amount of such withholding will be refunded to the tendering
stockholder.
11. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box in the box entitled
"Description of Shares Tendered" and indicating the number of Shares lost. The
stockholder will then be instructed as to the steps that must be taken in order
to replace the Share certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, destroyed
or stolen Share certificates have been followed.
12. Non-United States Holders. Non-United States holders must submit a
completed IRS Form W-8 or Form W-8BEN to avoid backup withholding. IRS Form W-8
or Form W-8BEN may be obtained by contacting the Depositary at one of the
addresses on the face of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE
(AS DEFINED IN THE OFFER TO PURCHASE).
9
<PAGE> 10
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder surrendering
certificates must, unless an exemption applies, provide the Depositary (as
payer) with such stockholder's correct TIN on Substitute Form W-9 included in
this Letter of Transmittal. If the stockholder is an individual, the
stockholder's TIN is the stockholder's social security number. If the correct
TIN is not provided, the stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments of cash to the stockholder (or other
payee) may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must complete an IRS Form W-8 or Form W-8BEN, signed
under penalties of perjury, attesting to such individual's exempt status. Such
forms can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. A stockholder should consult his or her advisor as to
such stockholder's qualification for exemption from backup withholding and, the
procedure for obtaining such exemption.
If federal backup withholding applies, the Depositary is required to
withhold 31% of any payment made to the stockholder. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal backup withholding on payments that are made to a
stockholder with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of his or her correct TIN (or
the TIN of any other payee) by completing the Substitute Form W-9 included in
this Letter of Transmittal certifying (i) that the TIN provided on the
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
that (ii) the stockholder is not subject to backup withholding because (a) the
stockholder has not been notified by the IRS that the stockholder is subject to
backup withholding as a result of a failure to report all interest and dividends
or (b) the IRS has notified the stockholder that the stockholder is no longer
subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number, of the record holder
of the Shares tendered hereby. If the Shares are held in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report. If the tendering stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, he or she should write "Applied For" in the space
provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign
and date the Certificate of Awaiting Taxpayer Identification Number, which
appears in a separate box below the Substitute Form W-9. If "Applied For" is
written in Part I, the Depositary will be required to withhold 31% of all
payments made for surrendered Shares except that if the Depositary is provided
with a TIN within 60 days, the amount of such withholding will be refunded to
the tendering stockholder.
10
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- -----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. ---------------------------------
DEPARTMENT OF THE TREASURY Social Security Number
INTERNAL REVENUE SERVICE
or
---------------------------------
Employer Identification No.
(If awaiting TIN write "Applied
For")
-------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART II -- For payees NOT subject to backup
IDENTIFICATION NUMBER withholding, see the enclosed Guidelines for PART III --
("TIN") Department Certification of Taxpayer Identification
Number on Substitute Form W-9 and complete as per Awaiting TIN
the instructions therein.
[ ]
CERTIFICATION -- Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me);
(2) I am not subject to backup withholding because
either (a) I am exempt from backup withholding,
(b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject
to backup withholding; and
(3) Any information provided on this form is true,
correct and complete.
- -----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because of under reporting interest
or dividends on your tax return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATES REQUIRED TO AVOID BACKUP WITHHOLDING.
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE --------------------------------------------------------------------- DATE ------------------------ , 2000
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 31%
OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
"APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number to the
Depositary by the time of payment, 31% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if I
provide a certified Taxpayer Identification Number to the Depositary within
sixty (60) days.
------------------------------ ------------------------------ , 2000
Signature Date
- --------------------------------------------------------------------------------
11
<PAGE> 12
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other Offer materials may be directed
to the Information Agent or the Dealer Managers at their respective addresses
and telephone numbers as set forth below:
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Street
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
<PAGE> 1
EXHIBIT (a)(1)(D)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
("Certificates") evidencing shares of Class A Common Stock, par value $.01 per
share (the "Shares"), of Hartford Life, Inc., a Delaware corporation (the
"Company"), are not immediately available, (ii) if the procedure for delivery by
book-entry transfer cannot be completed prior to the Expiration Date (as defined
in the Offer to Purchase), or (iii) if time will not permit all required
documents to reach the Depositary prior to the Expiration Date. This Notice of
Guaranteed Delivery may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary. See "THE TENDER OFFER -- Section 3.
Procedures for Tendering Shares" of the Offer to Purchase.
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: Facsimile for Eligible By Hand or Overnight Courier:
Tender & Exchange Department institutions: Tender & Exchange Department
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
For Confirmation Telephone:
(212) 815-6156
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in "THE TENDER OFFER -- Section 3. Procedures for
Tendering Shares") and Certificates representing the Shares to the Depositary
within the time period specified herein. Failure to do so could result in
financial loss to the Eligible Institution.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Hartford Fire Insurance Company, a
Connecticut corporation and a wholly owned subsidiary of The Hartford Financial
Services Group, Inc., upon the terms and subject to the conditions set forth in
the Offer to Purchase dated May 24, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with the Offer to Purchaser,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedure described
under "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares" in the
Offer to Purchase.
Number of Shares:
------------------------------------
Share Certificate Number(s) (if available):
-----------------------------------------------------------
-----------------------------------------------------------
Please check box if Shares will be tendered by book-entry transfer: [ ]
Account Number:
--------------------------------------
Date:
----------------------------------------------------
Name(s) of Record Holder(s):
- -----------------------------------------------------------
Please Type or Print
- -----------------------------------------------------------
- -----------------------------------------------------------
- -----------------------------------------------------------
Address(es)
- -----------------------------------------------------------
Zip Code
- -----------------------------------------------------------
Area Code and Telephone Number(s)
- -----------------------------------------------------------
Signature(s) of Holder(s)
Dated:
- --------------------------------------------, 2000
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member in the Security Transfer
Agent's Medallion Program, the New York Stock Exchange Medallion Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"),
guarantees to deliver to the Depositary, at one of its addresses set forth
above, either Certificates evidencing the Shares tendered hereby in proper
form for transfer, or confirmation of book-entry transfer of such Shares into
the Depositary's account at The Depository Trust Company, in each case with
delivery of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, or an Agent's
Message (as defined in the Offer to Purchase) in the case of a book-entry
transfer, and any other required documents, all within three New York Stock
Exchange, Inc. trading days (as defined in the Offer to Purchase) of the date
hereof.
-----------------------------------------------------------
Name of Firm
-----------------------------------------------------------
Address
-----------------------------------------------------------
-----------------------------------------------------------
Zip Code
-----------------------------------------------------------
Area Code and Telephone Number
- -----------------------------------------------------------
Authorized Signature
- -----------------------------------------------------------
Title
Name:
- ---------------------------------------------------
Please Type or Print
Dated:
- -------------------------------------------- , 2000
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE> 1
EXHIBIT (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
AT
$50.50 NET PER SHARE
BY
HARTFORD FIRE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
May 24, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Hartford Fire Insurance Company, a Connecticut
corporation ("Purchaser") and a wholly owned subsidiary of The Hartford
Financial Services Group, Inc., a Delaware corporation ("Parent"), to act as
Dealer Managers in connection with Purchaser's offer to purchase all of the
issued and outstanding shares of Class A Common Stock, par value $0.01 per share
(the "Shares"), of Hartford Life, Inc., a Delaware corporation (the "Company"),
at a purchase price of $50.50 per Share, net to the seller in cash (such amount,
or any greater amount per Share paid pursuant to the Offer, being referred to
herein as the "Offer Price"), 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") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer")
enclosed herewith. The Offer is being made in connection with the Agreement and
Plan of Merger, dated as of May 18, 2000, among Parent, Purchaser, HLI
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Purchaser, and the Company.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
Enclosed for your information and use are copies of the following
documents:
1. The Offer to Purchase dated May 24, 2000;
2. The Letter of Transmittal, including a Certification of Taxpayer
Identification Number on Substitute Form W-9, to be used by holders of
Shares in accepting the Offer and tendering Shares;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents are not immediately available
or cannot be delivered to The Bank of New York (the "Depositary") by the
Expiration Date (as defined in the Offer to Purchase) or if the procedure
for book-entry transfer cannot be completed by the Expiration Date;
<PAGE> 2
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. A letter to stockholders of the Company from Ramani Ayer, Chairman
of the Company, together with a Solicitation/Recommendation Statement on
Schedule 14D-9, dated May 24, 2000, which has been filed by the Company
with the Securities and Exchange Commission, which includes the
recommendation of the Board of Directors of the Company that stockholders
accept the Offer and tender their shares to Purchaser pursuant to the
Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. A return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at DTC (as defined in the Offer to
Purchase)), (ii) a properly completed and duly executed Letter of Transmittal
(or a properly completed and manually signed facsimile thereof) or an Agent's
Message (as defined in the Offer to Purchase) in connection with a book-entry
transfer and (iii) any other required documents.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedure
described under "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares"
in the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Managers, the Depositary and the Information
Agent as described in the Offer to Purchase) in connection with the solicitation
of tenders of Shares pursuant to the Offer. However, Purchaser will, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding the enclosed materials to your clients. Purchaser will pay or
cause to be paid any stock transfer taxes payable with respect to the transfer
of Shares to it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Tender Offer should be
addressed to Goldman, Sachs & Co. or Georgeson Shareholder Communications Inc.
(the "Information Agent") at the addresses and telephone number set forth on the
back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent, at the addresses and telephone numbers set forth on the back
cover page of the Offer to Purchase.
Very Truly Yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR
ANY OTHER PERSON, THE AGENT OF PURCHASER, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
<PAGE> 1
EXHIBIT (a)(1)(F)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
AT
$50.50 NET PER SHARE
BY
HARTFORD FIRE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
May 24, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated May 24,
2000 (the "Offer to Purchase") and the related Letter of Transmittal in
connection with the offer by Hartford Fire Insurance Company, a Connecticut
corporation ("Purchaser") and a wholly owned subsidiary of The Hartford
Financial Services Group, Inc. ("Parent"), to purchase all of the outstanding
shares of Class A Common Stock, par value $.01 per share (the "Shares"), of
Hartford Life, Inc., a Delaware corporation (the "Company"), at a purchase price
of $50.50 per Share, net to the seller in cash (such amount, or any greater
amount per Share paid pursuant to the Offer, being referred to herein as the
"Offer Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the enclosed Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer").
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $50.50 per Share, net to you in cash without
interest upon the terms and conditions set forth in the Offer to Purchase.
2. The Offer is being made for all issued and outstanding Shares.
<PAGE> 2
3. The Board of Directors of the Company (the "Company Board"), based
upon the unanimous recommendation of a special committee of independent
directors of the Company Board, (a) unanimously determined that the terms
of each of the Offer, the Merger (as defined in the Offer to Purchase) and
the other transactions contemplated by the Merger Agreement (as defined in
the Offer to Purchase) are fair to and in the best interests of the
Company's stockholders (other than Parent, Purchaser and Merger Sub), (b)
unanimously approved the Merger Agreement and the transactions contemplated
by the Merger Agreement and (c) unanimously recommends that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer
and adopt, if applicable, the Merger Agreement.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
5. Stockholders who tender Shares will not be obligated to pay
brokerage fees or commissions to the Dealer Managers, the Information Agent
or the Depositary or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the purchase of
Shares by the Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements and amendments thereto and is being made to all
holders of Shares. Purchaser is not aware of any state where the making of the
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser
will make a good faith effort to comply with such state statute. If, after such
good faith effort, Purchaser cannot comply with such state statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such state. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Purchaser by Goldman, Sachs &
Co. or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the opposite side of this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified in your instructions.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL
HAVE AMPLE TIME TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated May 24, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"), in connection with the Offer by Hartford Fire
Insurance Company, a Connecticut corporation ("Purchaser") and a wholly owned
subsidiary of The Hartford Financial Services Group, Inc., a Delaware
corporation, to purchase all of the outstanding shares of Class A Common Stock,
par value $.0l per share (the "Shares"), of Hartford Life, Inc., a Delaware
corporation (the "Company"), at a purchase price of $50.50 per Share, net to the
seller in cash (such amount, or any greater amount per Share paid pursuant to
the Offer, being referred to herein as the "Offer Price"), without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or, if no
number is indicated below, all Shares) that are held by you for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Dated: , 2000
- --------------------------------------------------------------------------------
Number of Shares to be Tendered:
- ----------------------------------------------------------------- Shares*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Dated: ------------------------------------------------------------, 2000
SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Please Type or Print Name(s)
- --------------------------------------------------------------------------------
Please Type or Print Address(es)
- --------------------------------------------------------------------------------
Area Code and Telephone Number(s)
- --------------------------------------------------------------------------------
Tax Identification or Social Security Number(s)
- ---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
<PAGE> 1
EXHIBIT (a)(1)(G)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE SOCIAL SECUR
FOR THIS TYPE OF ACCOUNT: ITY NUMBER OF --
- ---------------------------------------------------------------------
<S> <C> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife (joint account) The actual owner of the
account or, if joint funds,
either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor
is the only contributor, the
minor(1)
6. Account in the name of guardian The ward, minor, or
or committee for a designated incompetent person(3)
ward, minor, or incompetent
person
7. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law
8. Sole proprietorship account The owner(4)
</TABLE>
------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE EMPLOYER
IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF --
- ---------------------------------------------------------------------
<S> <C> <C>
9. A valid trust, estate or pension Legal entity (Do not furnish
fund the identifying number of
the personal representative
or trustee unless the legal
entity itself is not
designated in the account
title)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school
district, or prison) that
receives agricultural program
payments
</TABLE>
------------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish.
2. Circle the minor's name and furnish the minor's social security number.
3. Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
4. Show the name of the owner.
5. List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card or
Form SS-4, Application for Employer Identification Number, at the local office
of Social Security Administration or the Internal Revenue Service ("IRS") and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) or an individual
retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
agency or instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An exempt charitable remainder trust or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
Exempt payees described above nevertheless should file Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF
THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS,
OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the Treasury regulations under sections 6041,
6041A(a), 6045, 6050A. (All "section" references herein are to the Internal
Revenue Code of 1986.)
PRIVACY ACT NOTICE -- Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TIN -- If you fail to furnish your TIN to a
payer, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Wilfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE IRS.
<PAGE> 1
EXHIBIT (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any Shares. The Offer is made solely by the Offer to Purchase dated May
24, 2000 and the related Letter of Transmittal and any amendments or supplements
thereto, and is being made to all holders of Shares. Purchaser is not aware of
any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of the Shares pursuant thereto, Purchaser shall make a good faith effort to
comply with such statute or seek to have such statute declared inapplicable to
the Offer. If, after such good faith effort, Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) holders of Shares in such state.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HARTFORD LIFE, INC.
AT
$50.50 NET PER SHARE
BY
HARTFORD FIRE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF THE HARTFORD
FINANCIAL SERVICES GROUP, INC.
Hartford Fire Insurance Company ("Purchaser"), a Connecticut corporation
and wholly owned subsidiary of The Hartford Financial Services Group, Inc., a
Delaware corporation ("Parent"), is offering to purchase all of the outstanding
shares of Class A Common Stock, par value $.01 per share (the "Shares"), of
Hartford Life, Inc. (the "Company"), at a price of $50.50 per Share, net to the
seller in cash, without interest (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 24, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"). The
Offer is a third party tender offer by Purchaser to purchase at the Offer Price
all Shares tendered pursuant to the Offer. Following the consummation of the
Offer, Purchaser and Parent intend to effect the Merger (as defined below) as
described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JUNE 21, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT TO OTHER TERMS AND CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of May 18, 2000 (the "Merger Agreement"), by and among the Company,
Purchaser, HLI Acquisition, Inc., a Delaware corporation and wholly owned
subsidiary of Purchaser ("Merger Sub"), and Parent. Pursuant to the Merger
Agreement, as soon as practicable after the completion of the Offer and the
satisfaction or waiver of the conditions set forth in the Merger Agreement,
Purchaser intends to transfer all of the Shares purchased by it in the Offer and
all of the shares of Class B Common Stock, par value $.01 per share, of the
Company, held by Purchaser to Merger Sub . Merger Sub will then be merged with
and into the Company (the "Merger") in accordance with the applicable provisions
of the Delaware General Corporation Law. Following the Merger, the Company shall
be the surviving corporation and the separate existence of Merger Sub shall
cease. At the effective time of the Merger each issued and outstanding Share
(other than (i) Shares owned (or held in the
<PAGE> 2
Company's treasury) by the Company or any wholly owned subsidiary of the
Company, (ii) Shares owned by Parent, Purchaser or Merger Sub, (iii) Appraisal
Shares (as defined in the Merger Agreement) and (iv) Company Restricted Shares
(as defined in the Merger Agreement)) will be converted into the right to
receive the Offer Price, without interest thereon (the "Merger Consideration").
The Board of Directors of the Company, based upon the unanimous recommendation
of a Special Committee of independent directors of the Company, (a) unanimously
determined that the terms of each of the Offer, the Merger and the other
transactions contemplated by the Merger Agreement are fair to and in the best
interests of the Company's stockholders (other than Parent, Purchaser and Merger
Sub), (b) unanimously approved the Merger Agreement and the transactions
contemplated by the Merger Agreement, and (c) unanimously recommends that the
Company's stockholders accept the Offer and tender their Shares pursuant to the
Offer and, if applicable, adopt the Merger Agreement.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn if, as
and when Purchaser gives oral or written notice to The Bank of New York (the
"Depositary") of its acceptance for payment of such Shares. Upon the terms and
subject to the conditions of the Offer, payment for Shares accepted pursuant to
the Offer will be made by deposit of the purchase price thereof with the
Depositary, which will act as agent for tendering stockholders whose Shares have
been accepted for payment. Under no circumstances will interest on the purchase
price for Shares be paid by Purchaser, regardless of any delay in making such
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) certificates for such
Shares or a timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depositary Trust Company ("DTC") pursuant to the
procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) and (iii) any other documents
required by the Letter of Transmittal.
The term "Expiration Date" shall mean 12:00 Midnight, New York City time,
on Wednesday, June 21, 2000, unless and until Purchaser (in accordance with the
terms of the Merger Agreement) shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by Purchaser, shall
expire. Any such extension will be followed by public announcement thereof no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the rights of a tendering stockholder to withdraw such stockholder's Shares
except for an extension pursuant to Rule 14d-11 under the Exchange Act. Without
limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser will have no obligation to publish, advertise or
otherwise communicate any such announcement other than by issuing a press
release to the Dow Jones News Service or otherwise as may be required by
applicable law.
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment pursuant to the Offer, may also be
withdrawn at any time after July 22, 2000 or at such later time as may apply if
the Offer is extended, except for an extension pursuant to Rule 14d-11 under the
Exchange Act. For a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth in the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered such Shares. If certificates evidencing such Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such certificates, the serial numbers shown on
2
<PAGE> 3
such certificates must be submitted to the Depositary and the signature(s) on
the notice of withdrawal must be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase), unless such Shares have been tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in the section "THE TENDER
OFFER--Section 3. Procedures for Tendering Shares" of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at DTC
to be credited with the withdrawn Shares and otherwise comply with DTC's
procedures. However, withdrawn Shares may be re-tendered by again following one
of the procedures described in the section "THE TENDER OFFER--Section 3.
Procedures for Tendering Shares" of the Offer to Purchase at any time prior to
the Expiration Date. All questions as to the form and validity (including time
of receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, whose determination will be final and binding on all parties.
The information required to be disclosed by Rule 13e-3(e)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase, the related Letter of Transmittal and other relevant
documents will be mailed to record holders of Shares whose names appear on the
Company's stockholder lists and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder lists or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance or copies of the Offer to Purchase,
the Letter of Transmittal and other tender offer documents may be directed to
the Information Agent or the Dealer Managers at their respective telephone
numbers and addresses set forth below. No fees or commissions will be paid to
brokers, dealers or other persons (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.
3
<PAGE> 4
The Information Agent for the Offer is:
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
4
<PAGE> 1
EXHIBIT (a)(1)(I)
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.
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.
<PAGE> 1
EXHIBIT (a)(1)(J)
HARTFORD FINANCIAL SERVICES GROUP, INC. [LOGO]
THE HARTFORD ANNOUNCES AGREEMENT TO PURCHASE
SHARES OF HARTFORD LIFE
COMPANY CREATES WORLDWIDE LIFE, PROPERTY CASUALTY OPERATING UNITS
HARTFORD, CONN. -- The Hartford Financial Services Group Inc. (NYSE: HIG)
today announced that it has agreed to make a cash tender offer for all of the
publicly held shares of Hartford Life Class A Common Stock for $50.50 per share.
The transaction is expected to be completed approximately 30 days from the
commencement of the tender offer.
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. When the transaction is
completed, Hartford Life will be wholly owned by The Hartford.
The transaction was approved by a special committee of independent
directors of the Hartford Life board 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 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 transaction completes a restructuring of The Hartford into two major
operating entities, worldwide life operations and worldwide property-casualty
operations. Lon Smith will continue as CEO and Thomas Marra will continue as
chief operating officer, respectively, of worldwide life operations. David
Zwiener was recently named president and chief operating officer of worldwide
property casualty operations.
Goldman Sachs & Co. is acting as The Hartford's financial advisor for the
transaction and will act as dealer manager for the tender offer. Cravath, Swaine
& Moore is The Hartford's legal advisor for the transaction.
The Hartford is one of the nation's largest insurance and financial
services companies, with 1999 revenues of $13.5 billion. As of March 31, 2000,
The Hartford had assets of $172.4 billion and shareholders' equity of $5.7
billion. The company is a leading provider of investment products, life
insurance and employee benefits; automobile and homeowners products; commercial
property and casualty insurance; and reinsurance.
The Hartford's Internet address is www.thehartford.com.
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.
Certain statements made in this release should be considered forward
looking information as defined in the Private Securities Litigation Reform Act
of 1995. The Hartford cautions investors that
<PAGE> 2
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 The Hartford with the SEC. These
uncertainties include the possibility of general economic and business
conditions that are less favorable than anticipated, changes in interest rates
or the stock markets, stronger than anticipated competitive activity, and more
frequent or severe natural catastrophes than anticipated.
<PAGE> 1
EXHIBIT (a)(1)(K)
[HARTFORD LIFE, INC. LETTERHEAD]
May 24, 2000
Dear Stockholder:
On May 18, 2000, Hartford Life, Inc., The Hartford Financial Services
Group, Inc., Hartford Fire Insurance Company ("Purchaser"), a wholly owned
subsidiary of The Hartford and the holder of approximately 81.5% of Hartford
Life's outstanding common stock, and HLI Acquisition, Inc., a wholly owned
subsidiary of Purchaser, entered into a merger agreement providing for the
acquisition of all of the outstanding Class A Common Stock of Hartford Life at
$50.50 per share, net to the seller in cash (less any required withholding
taxes), without interest thereon.
Purchaser has today commenced a cash tender offer for all outstanding
shares of Class A Common Stock, at a price of $50.50 per share, in cash (less
any required withholding taxes), without interest thereon. The merger agreement
provides that, following the tender offer, HLI Acquisition will merge with and
into Hartford Life and any remaining shares of common stock of Hartford Life
other than those owned by The Hartford, Hartford Life or Purchaser will be
converted into the right to receive the same price paid in the offer.
At a meeting on May 17, 2000, your Board of Directors, by unanimous vote
based on, among other things, the unanimous recommendation of a Special
Committee comprised of Hartford Life's independent directors, (i) determined
that the terms of each of the tender offer, the merger and the other
transactions contemplated by the merger agreement are fair to and in the best
interests of Hartford Life's stockholders; (ii) approved the merger agreement
and the transactions contemplated by the merger agreement; and (iii) recommended
that Hartford Life's stockholders accept the offer and tender their shares
pursuant to the offer and adopt, if applicable, the merger agreement.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Hartford Life's
Solicitation/Recommendation Statement on Schedule 14D-9. Included as Annex A to
the Schedule 14D-9 is the written opinion, dated May 17, 2000, of Salomon Smith
Barney Inc., the Special Committee's financial advisor, to the effect that, as
of that date and subject to the assumptions and limitations described in the
opinion, the price per share of $50.50 to be received by the holders of shares
of Class A Common Stock (other than The Hartford and its affiliates) in the
tender offer and the merger, was fair, from a financial point of view, to those
holders.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and Hartford Life's Solicitation/Recommendation
Statement on Schedule 14D-9, which are being filed today with the Securities and
Exchange Commission. These documents should be read carefully.
Sincerely,
/s/ Ramani Ayer
Ramani Ayer
Chairman
<PAGE> 1
EXHIBIT (a)(1)(L)
INSTRUCTION FORM
RE: THE HARTFORD INVESTMENT AND SAVINGS PLAN
(THE "SAVINGS PLAN")
To Trustee:
I am a participant in the above Savings Plan and, as such, I received a
copy of the Offer to Purchase, dated May 24, 2000, and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), relating to the Offer by Hartford Fire
Insurance Company, a wholly owned subsidiary of The Hartford Financial Services
Group, Inc., to purchase all of the outstanding shares of Class A Common Stock
(the "Shares") of Hartford Life, Inc., at a price of $50.50 per Share, net to
the seller in cash, without interest thereon (described in the Offer), including
those Shares held in the accounts established under the Savings Plan. Note that
under the terms of the Savings Plan, if a participant does not timely instruct
the Trustee whether or not to tender, the Trustee will not tender unless
otherwise required to do so under applicable law.
I hereby direct you to:
[ ] Tender all Shares held in my account.
[ ] Tender only % (insert number in whole percents) of such Shares.
[ ] Do not tender any such Shares.
Name:
---------------------------------------------------------
(Please Print)
---------------------------------------------------------
(Signature of Participant)
Address:
---------------------------------------------------------
---------------------------------------------------------
(Include Zip Code)
---------------------------------------------------------
(Taxpayer Identification or
Social Security Number)
---------------------------------------------------------
(Date)
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION FORM
PROMPTLY IN THE ENVELOPE PROVIDED
THE INSTRUCTION FORM MUST BE RECEIVED
NO LATER THAN 5:00 P.M., NEW YORK CITY TIME,
ON JUNE 15, 2000 UNLESS THE OFFER IS EXTENDED
<PAGE> 1
EXHIBIT (a)(1)(M)
INSTRUCTION FORM
RE: 1997 HARTFORD LIFE, INC. EMPLOYEE STOCK PURCHASE PLAN
(THE "STOCK PURCHASE PLAN")
To Trustee:
I am a participant in the above Stock Purchase Plan and, as such, I
received a copy of the Offer to Purchase, dated May 24, 2000, and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), relating to the Offer by Hartford
Fire Insurance Company, a wholly owned subsidiary of The Hartford Financial
Services Group, Inc., to purchase all of the outstanding shares of Class A
Common Stock (the "Shares") of Hartford Life, Inc., at a price of $50.50 per
Share, net to the seller in cash, without interest thereon (described in the
Offer), including those Shares held in the accounts established under the Stock
Purchase Plan.
I hereby direct you to:
[ ] Tender all Shares held in my account.
[ ] Tender only % (insert number in whole percents) of such Shares.
[ ] Do not tender any such Shares.
Name:
---------------------------------------------------------
(Please Print)
---------------------------------------------------
(Signature of Participant)
Address:
---------------------------------------------------------
-------------------------------------------------
(Include Zip Code)
-------------------------------------------------
(Taxpayer Identification or
Social Security Number)
-------------------------------------------------
(Date)
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION FORM
PROMPTLY IN THE ENVELOPE PROVIDED
THE INSTRUCTION FORM MUST BE RECEIVED
NO LATER THAN 5:00 P.M., NEW YORK CITY TIME,
ON JUNE 15, 2000 UNLESS THE OFFER IS EXTENDED
<PAGE> 1
EXHIBIT (a)(5)(A)
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
LEO ROSENBLUTH,
Plaintiff,
-against-
LOWNDES A. SMITH, RAMANI AYER,
DONALD R. FRAHM, THOMAS M. MARRA,
DAVID K. ZWIENER, GAIL DEEGAN,
ROBERT W. SELANDER, PAUL G.
KIRK, JR., ROBERT E. PATRICELLI,
M. PATRICK SWYGERT, GORDON I.
ULMER, HARTFORD LIFE, INC., and
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.,
Defendants.
- ------------------------------------------------------------------
C.A. No. 17951 NC
COMPLAINT
Plaintiff, by his attorneys, alleges upon personal knowledge as to his own
acts and upon information and belief as to all other matters, as follows:
1. Plaintiff brings this action individually and as a class action on
behalf of all persons, other than defendants, who own the securities of Hartford
Life, Inc. ("Hartford Life" or the "Company") and who are similarly situated
(the "Class"), for injunctive and other relief in connection with a proposal by
The Hartford Financial Services Group, Inc. ("Hartford Financial") to buy the
remaining shares of Hartford Life it does not already own. Hartford Financial is
the controlling shareholder of the Company, owning approximately 81.5% of the
Company's outstanding shares. Alternatively, in the event that the proposed
transaction is implemented, plaintiff seeks to recover damages caused by the
breach of fiduciary duties owed to Hartford Life's minority shareholders.
PARTIES
2. Plaintiff is and, at all relevant times, has been the owner of shares
of Hartford Life common stock.
3. Hartford Life is a corporation duly organized and existing under the
laws of the State of Delaware. The Company is holding company with subsidiaries
that underwrite personal life insurance. Hartford Life maintains its principal
executive offices at 200 Hopmeadow Street, Simsbury, Connecticut.
4. Defendant Lowndes A. Smith ("Smith") is the President, Chief Executive
Officer and a director of Hartford Life. Smith is also responsible for the
international operations of Hartford Financial.
5. Defendant Ramani Ayer ("Ayer") is the Chairman of the Hartford Life
Board of Directors. Ayer is also Chairman, President and Chief Executive Officer
of Hartford Financial.
6. Defendant Donald R. Frahm ("Frahm") is a director of Hartford Life.
Frahm was also the Chairman, President and Chief Executive Officer of Hartford
Financial until his retirement in 1998.
7. Defendant Thomas M. Marra ("Marra") is an Executive Vice President and
a director of Hartford Life.
<PAGE> 2
8. Defendant David K. Zwiener ("Zwiener") is a director of Hartford Life.
Zwiener is also an Executive Vice President and Chief Financial Officer of
Hartford Financial.
9. Defendants Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, and Gordon I. Ulmer are directors of Hartford
Life.
10. Defendant Hartford Financial is a corporation duly organized and
existing under the laws of the State of Delaware. Hartford Financial is a
holding company with subsidiaries which underwrite property, casualty, surety
and life insurance as well as annuity products. Hartford Financial maintains its
principal executive offices at 440 Lincoln Street, Worcester, Massachusetts.
11. Because of their positions as officers/directors, and in the case of
Hartford Financial as controlling shareholder of the Company, defendants owe
fiduciary duties of loyalty and due care to plaintiff and the other members of
the Class.
CLASS ACTION ALLEGATIONS
12. Plaintiff brings this case on his own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
stockholders of the Company (except defendants herein and any person, firm,
trust, corporation, or other entity related to or affiliated with any of the
defendants, or any of the Company's principal stockholders) who are threatened
with injury arising from defendants' actions as is described more fully below.
13. This action is properly maintainable as a class action.
14. The Class is so numerous that joinder of all members is impracticable.
There are thousands of record and beneficial stockholders who belong to the
Class.
15. There are questions of law and fact common to the Class including,
inter alia, whether:
a. defendants have breached and will continue to breach their
fiduciary and other common law duties owed by them to plaintiff and the
members of the Class; and
b. plaintiff and the other members of the Class would be irreparably
damaged by the wrongs complained of herein.
16. Plaintiff is committed to prosecuting the action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as the other members of the Class. Accordingly, plaintiff is
an adequate representative of the Class.
17. The prosecution of separate actions by individual members of the Class
would create the risk of inconsistent or varying adjudications with respect to
individual members of the Class which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would as a practical matter be dispositive of the interests of
the other members not parties to the adjudications or substantially impair or
impede their ability to protect their interests.
18. The defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is appropriate.
SUBSTANTIVE ALLEGATIONS
19. On March 31, 2000, Hartford Financial proposed to buy all of Hartford
Life's outstanding common stock, which was not already owned by Hartford
Financial, for approximately $44.00 per share.
2
<PAGE> 3
20. Hartford Financial, which presently holds 81.5% of Hartford Life's
outstanding stock, seeks to take Hartford Life private by squeezing out Hartford
Life's public shareholders at a price which is inadequate in light of Hartford
Life's recently reported earnings.
21. On January 30, 2000, Hartford Life reported 1999 4th quarter earnings
that were 19% higher than earnings for the same quarter of 1998. Recently,
Donaldson Lufkin & Jenrette and Salomon Smith Barney placed a "buy" rating on
Hartford Life's stock because of the Company's strong financial performance.
22. Because of its control over the Board, Hartford Financial is in a
position to and can dictate the terms of the proposed transaction so that the
Individual Defendants will ultimately have no choice but to accede to Hartford
Financial's wishes. All the Individual Defendants are affiliated with or
beholden to Hartford Life for their offices, and the perquisites they enjoy
therefrom.
23. The proposed transaction is unfair, inadequate, and provides value to
Hartford Life's stockholders substantially below the fair or inherent value of
the Company. The intrinsic value of the equity of Hartford Life is materially
greater than the consideration contemplated by the proposed transaction price,
taking into account Hartford Life's asset value, its expected growth, and its
revenues and cash flow and earnings power.
24. The proposed transaction is wrongful, unfair, and harmful to Hartford
Life public stockholders, and will deny Class members their right to share
proportionately in the true value of Hartford Life's valuable assets, and future
growth in profits and earnings, while usurping the same for the benefit of
Hartford Financial.
25. As a result of defendants' action, plaintiff and the Class will be
damaged by the breaches of fiduciary duty complained of herein and plaintiff and
the Class will not receive the fair value of Hartford Life's assets and
businesses to which they are entitled.
26. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class, and Hartford Financial
in its plan to exclude plaintiff and the Class from the fair proportionate share
of Hartford Life's valuable assets and businesses, to the irreparable harm of
the Class.
27. Plaintiff and the Class have no adequate remedy of law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
a. declaring that this lawsuit is properly maintainable as a class
action and certifying plaintiff as representative of the Class;
b. preliminarily and permanently enjoining defendants and their
counsel, agents, employees, and all persons acting under, in concert with,
or for them, from proceeding with or implementing the transaction;
c. in the event the transaction is consummated, rescinding it and
setting it aside;
d. awarding compensatory damages against defendants, jointly and
severally, in an amount to be determined at trial, together with
prejudgment interest at the maximum rate allowable by law;
e. awarding plaintiff and the Class their costs and disbursements and
reasonable allowances for plaintiff's counsel and experts' fees and
expenses; and
3
<PAGE> 4
f. granting such other and further relief as may be just and proper.
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
By: /s/ JOSEPH A. ROSENTHAL
------------------------------------
Joseph A. Rosenthal, Esq.
Mellon Bank Center, Suite 1401
919 Market Street
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
Of Counsel:
WECHSLER HARWOOD
HALEBIAN & FEFFER LLP
488 Madison Avenue
New York, New York 10022
(212) 935-7400
4
<PAGE> 1
EXHIBIT (a)(5)(B)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
INSOURCE SERVICES, INC., SMITH
BARNEY PROTOTYPE 401K PLAN,
Plaintiff,
-against-
LOWNDES A. SMITH, RAMANI AYER,
DONALD R. FRAHM, THOMAS M. MARRA,
DAVID K. ZWIENER, GAIL DEEGAN,
ROBERT W. SELANDER, PAUL G. KIRK,
JR., ROBERT E. PATRICELLI, H.
PATRICK SWYGERT, GORDON I. ULMER,
HARTFORD LIFE, INC., and THE
HARTFORD FINANCIAL SERVICES GROUP,
INC.,
Defendants.
- ------------------------------------------------------------------
C.A. No. 17954 NC
CLASS ACTION COMPLAINT
Plaintiff, by its attorneys, alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant Hartford Life, Inc. ("Hartford
Life" or the "Company").
2. Hartford Life is a corporation duly organized and existing under the
laws of the state of Delaware. Hartford Life is an insurance and financial
services company that provides investment products, life insurance, and
employment benefits products such as group life and group disability insurance.
3. Defendant The Hartford Financial Services Group Inc. ("Hartford
Financial") is a corporation duly organized and existing under the laws of the
State of Delaware. Hartford Financial provides a range of insurance products,
including property and casualty insurance, annuities, life insurance, investment
services, and group insurance. Hartford Financial owns approximately 81.5% of
Hartford Life's total shares outstanding.
4. Defendant Lowndes A. Smith ("Smith") is the President, Chief Executive
Officer and a director of Hartford Life. Smith is also responsible for the
international operations of Hartford Financial.
5. Defendant Ramani Ayer ("Ayer") is the Chairman of Hartford Life Board
of Directors. Ayer is also Chairman, President and Chief Executive Officer of
Hartford Financial.
6. Defendant Donald R. Frahm ("Frahm") is a director of Hartford Life.
Frahm was also the Chairman, President and Chief Executive Officer of Hartford
Financial until his retirement in 1998.
7. Defendant Thomas M. Marra ("Marra") is an Executive Vice President and
a director of Hartford Life.
8. Defendant David K. Zwiener ("Zwiener") is a director of Hartford Life.
Zwiener is also an Executive Vice President and Chief Financial Officer of
Hartford Financial.
9. Defendants Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, and Gordon I. Ulmer are directors of Hartford
Life.
<PAGE> 2
10. The defendants named in paragraphs 4 through 9 are hereinafter
referred to as the "Individual Defendants."
11. The individual defendants, as officers and/or directors of Hartford
Life, and Hartford Financial, as controlling shareholder, have a fiduciary
relationship and responsibility to plaintiff and the other public stockholders
of Hartford Life and owe to them the highest obligations of good faith, loyalty,
fair dealing, due care and candor.
CLASS ACTION ALLEGATIONS
12. Plaintiff brings this action on its own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
common stockholders of Hartford Life, or their successors in interest, who are
being and will be harmed by defendants' actions described below (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of defendants.
13. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of Hartford Life stockholders of record
and many more beneficial owners who are located throughout the United
States;
b. There are questions of law and fact which are common to the Class,
including: whether Hartford Financial has acted in a manner calculated to
benefit itself at the expense of Hartford Life's public stockholders; and
whether plaintiff and the other members of the Class would be irreparably
damaged if Hartford Financial is not enjoined from committing the wrongs
complained of herein;
c. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief
with respect to the Class as a whole; and
d. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.
CLAIM FOR RELIEF
14. Approximately 81.5% of Hartford Life's total shares outstanding are
owned by Hartford Financial.
15. On March 31, 2000, Hartford Life announced that it had received an
offer from Hartford Financial to acquire each share of Hartford Life that it
does not already own for $44 cash per share, representing just a 9% premium to
the current price of Hartford Life stock.
16. Hartford Financial has timed the transaction to freeze out Hartford
Life's public shareholders in order for Hartford Financial to capture for itself
Hartford Life's future potential without paying an adequate or fair price to the
Company's public shareholders.
17. Hartford Financial timed the announcement of the buyout to place an
artificial lid on the market price of Hartford Life's stock so that the market
would not reflect Hartford Life's improving potential, thereby purporting to
justify an unreasonably low price.
18. Hartford Financial has access to internal financial information about
Hartford Life, its true value, expected increase in true value and the benefits
to Hartford Financial of 100% ownership of Hartford Life to which plaintiff and
the Class members are not privy. Hartford Financial is using such
2
<PAGE> 3
inside information to benefit itself in this transaction, to the detriment of
Hartford Life's public stockholders.
19. Hartford Financial has voting control of the Company and controls it
proxy machinery. It has selected and elected all of Hartford Life's directors
who are beholden to Hartford Financial for their offices and the valuable
perquisites which they enjoy therefrom.
20. Hartford Financial, with the acquiescence of the directors of Hartford
Life, is engaging in self-dealing and not acting in good faith toward plaintiff
and the other members of the Class. By reason of the foregoing, Hartford
Financial and the individual defendants have breached and are breaching their
fiduciary duties to the members of the Class.
21. Unless the transaction is enjoined by the Court, defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.
22. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining defendants and all persons
acting in concert with them, from proceeding with, consummating or closing
the proposed transaction;
C. In the event the proposed buyout is consummated, rescinding it and
setting it aside or awarding rescissory damages to the Class;
D. Directing defendants to account to Class members for their damages
sustained as a result of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including a
reasonable allowance for plaintiff's attorneys' and experts' fees; and
F. Granting such other and further relief as to the Court may seem
just and proper.
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
By: /s/ JOSEPH A. ROSENTHAL
------------------------------------
919 North Market Street
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 654-4433
Attorneys for Plaintiff
OF COUNSEL:
WOLF POPPER LLP
845 Third Avenue
New York, NY 10022
(212) 759-4600
3
<PAGE> 1
EXHIBIT (a)(5)(C)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
NATHAN GROSS, on behalf of himself and
all others similarly situated,
Plaintiff,
v.
HARTFORD LIFE INC., THE HARTFORD FINANCIAL
SERVICES GROUP, INC., GAIL DEEGAN, LOWNDES
A. SMITH, ROBERT W. SLEANDER, RAMANI AYER,
DONALD R. FRAHM, PAUL G. KIRK, JR., THOMAS M.
MARRA, ROBERT E. PATRICELLI, H. PATRICK
SWYGERT, GORDON I. ULMER, DAVID K. ZWIENER,
Defendants.
- ------------------------------------------------------------------
CIVIL ACTION NO.
17959 NC
CLASS ACTION COMPLAINT
Plaintiff, by his attorney, alleges upon information and belief except with
respect to his ownership of Hartford Life Inc. ("Hartford Life" or the
"Company") common stock, which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff is the owner of the common stock of defendant Hartford Life.
2. Hartford Life Inc. is a Delaware corporation with executive offices at
200 Hopmeadow Street, Simsburg, Connecticut 06089. Hartford Life is a holding
Company with subsidiaries which, among other things, provide investment
products. As of February 26, 1999, there were 25,928,071 shares of Class A
common stock outstanding and 114 million shares of Class B common stock
outstanding. All of the outstanding shares of Class B common stock are held by
Hartford Accident and Indemnity Company ("Hartford A&I"), an indirect
wholly-owned subsidiary of The Hartford Financial Services Group, Inc. ("HFSG").
3. Defendant Gail Deegan is a Director of the Company.
4. Defendant Lowndes A. Smith is President, Chief Executive Officer and a
Director of the Company. Smith is also Vice Chairman and an officer of HFSG.
5. Defendant Robert W. Sleander is a Director of the Company.
6. Defendant Ramani Ayer is Chairman of the Board and Director of the
Company. Ayer also is Chairman, President, Chief Executive Officer and a
Director of HFSG, and President and Chief Operating Officer of Hartford Fire
Insurance Company.
7. Defendant Donald R. Frahm is a Director of the Company. Frahm also is a
Director of HFSG.
8. Defendant Paul G. Kirk, Jr. is a Director of the Company. Kirk is also
a Director of HFSG.
9. Defendant Thomas M. Marra is Executive Vice President and a Director of
the Company.
10. Defendant Robert E. Patricelli is a Director of the Company.
11. Defendant H. Patrick Swygert is a Director of the Company. Swygert
also is a Director of HFSG.
<PAGE> 2
12. Defendant Gordon I. Ulmer is a Director of the Company. Ulmer is also
a Director of HFSG.
13. Defendant David K. Zwiener is a Director of the Company. Zwiener also
is Executive Vice President and Chief Financial Officer and a director of HFSG.
14. The foregoing individual directors of Hartford Life (collectively the
"Director Defendants"), owe fiduciary duties to Hartford Life and its public
shareholders.
15. The Hartford Financial Services Group, Inc. is a Delaware corporation
with executive offices at Hartford Plaza, Hartford, Connecticut 06115-1900. HFSG
owns and controls (through Hartford A&I) all of the Class B Common Stock of
Hartford Life and approximately 81% of the outstanding shares of Hartford Life
Class A Common Stock, collectively amounting to approximately 96% of the voting
power of Hartford Life. As such, HFSG owns fiduciary duties to Hartford Life and
its public shareholders including the obligation to ensure any transaction is
entirely fair.
CLASS ACTION ALLEGATIONS
16. Plaintiff brings this action on his own behalf and as a class action
on behalf of all public shareholders of defendant Hartford Life (except
defendants herein and any person, firm, trust, corporation or other entity
related to or affiliated with any of the defendants) or their successors in
interest, who have been or will be adversely affected by the conduct of
defendants alleged herein.
17. This action is properly maintainable as a class action for the
following reasons:
(a) The class of shareholders for whose benefit this action is
brought is so numerous that joinder of all class members is
impracticable. As of February 1999, there were over 5 million public
shares of Hartford Life Class A common stock outstanding owned by
shareholders scattered throughout the United States.
(b) There are questions of law and fact which are common to members
of the Class and which predominate over any questions affecting any
individual members. The common questions include, inter alia, the
following:
i. Whether the Defendants have breached their fiduciary duties
owed by them to plaintiff and members of the Class and whether
certain defendants include HFSG are unfairly benefiting at the
expense of the public shareholders of Hartford Life; and
ii. Whether plaintiff and the other members of the Class will
be irreparably damaged by the transactions and conduct complained of
herein.
18. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation this nature. The claims of plaintiff
are typical of the claims of the other members of the Class and plaintiff has
the same interest as the other members of the Class. Accordingly, plaintiff is
an adequate representative of the Class and will fairly and adequately protect
the interests of the Class.
19. Defendants have acted and will continue to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive or
corresponding declaratory relief with respect to the Class as a whole.
20. Plaintiff anticipates that there will not be any difficulty in the
management of this litigation.
21. For the reasons stated herein, a class action is superior to other
available methods for the fair and efficient adjudication of this action.
SUBSTANTIVE ALLEGATIONS
22. On May 22, 1997, Hartford Life completed an initial public offering
and became public company that is majority owned by HFSG, which owns all the
outstanding shares of Class B
2
<PAGE> 3
common stock of the Company, representing approximately 81.4% of the total
equity interest in the Company, and approximately 95.6% of the combined voting
power of the outstanding Class A and Class B common stock.
23. On March 31, 2000 it was announced that HFSG offered to acquire all
the common shares of Hartford Life that HFSG did not already own for $44 per
share in cash. The offer reportedly was made on March 27 and represented only a
9% premium on the closing price of the stock on March 27. Hartford Life Class A
common stock traded above $44 per share for most of 1999.
24. A committee of Hartford Life directors reportedly not affiliated with
HFSG has been appointed to consider the offer. However, given HFSG's domination
and control, this committee cannot effectively and appropriately represent and
advance the interest of the minority shareholders of Hartford Life.
25. The proposed transaction is wrongful, unfair and harmful to the
Hartford Life public stockholders, the Class members, and represents an attempt
by HFSG to usurp the true value of Hartford for itself and thus to subvert the
interests of the public shareholders, in order to aggrandize its own interests.
The proposed transaction will deny plaintiff and other Class members their
rights to share appropriately in the true value of the Company while usurping
the same for the benefit of HFSG.
26. In contemplating, planning and/or effecting the foregoing conduct and
in pursuing and structuring the transaction, defendants are not acting in good
faith toward plaintiff and the Class, and are breaching their fiduciary duties
to plaintiff and the Class.
27. Because the defendants (and those acting in concert with them)
dominate and control the business and corporate affairs of Hartford Life and
because they are in possession of private corporate information concerning
Hartford Life's businesses and future prospects, there exists an imbalance and
disparity of knowledge and economic power between the defendants and the public
shareholders of Hartford Life.
28. As a result of the actions of the defendants, plaintiff and the Class
have been and will be damaged.
29. Unless enjoined by this Court, the defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class, all to the irreparable
harm of the Class. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff demands judgment as follows:
(a) Declaring that this action may be maintained as a class action;
(b) Declaring that the proposed transaction is unfair, unjust and
inequitable to plaintiff and the other members of the Class;
(c) Enjoining preliminarily and permanently the defendants from taking
any steps to accomplish or implement the proposed transaction without
adequate safeguards for the interests of the class;
(d) Requiring defendants to compensate plaintiff and the members of
the Class for all losses and damages suffered and to be suffered by them as
a result of the acts and transactions complained of herein, together with
prejudgment and postjudgment interest;
(e) Awarding plaintiff the costs and disbursements of this action,
including reasonable attorneys' fees; and
3
<PAGE> 4
(f) Granting such other and further relief as may be just and proper.
Dated: March 31, 2000 CHIMICLES & TIKELLIS LLP
/s/ ROBERT J. KRINER, JR.
--------------------------------------
Pamela S. Tikellis
Robert J. Kriner, Jr.
Timothy R. Dudderar
One Rodney Square
Wilmington, Delaware 19899
(302) 656-2500
Attorneys for Plaintiff
OF COUNSEL:
Goodkind, Labaton, Rudoff & Sucharow, LLP
100 Park Avenue, 12th Floor
New York, NY 10017
(212) 907-0700
4
<PAGE> 1
EXHIBIT (a)(5)(D)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
JOSEPH CARCO,
Plaintiff,
-against-
LOWNDES A. SMITH, RAMANI AYER,
DONALD R. FRAHM, THOMAS M. MARRA,
DAVID K. ZWIENER, GAIL DEEGAN,
ROBERT W. SELANDER, PAUL G. KIRK,
JR., ROBERT E. PATRICELLI,
H. PATRICK SWYGERT, GORDON I. ULMER,
HARTFORD LIFE, INC., and THE
HARTFORD FINANCIAL SERVICES GROUP,
INC.,
Defendants.
- ------------------------------------------------------------------
C.A. No. 17953
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant Hartford Life, Inc. ("Hartford
Life" or the "Company").
2. Hartford Life is a corporation duly organized and existing under the
laws of the state of Delaware. Hartford Life is an insurance and financial
services company that provides investment products, life insurance, and
employment benefits products such as group life and group disability insurance.
3. Defendant The Hartford Financial Services Group Inc. ("Hartford
Financial") is a corporation duly organized and existing under the laws of the
State of Delaware. Hartford Financial provides a range of insurance products,
including property and casualty insurance, annuities, life insurance, investment
services, and group insurance. Hartford Financial owns approximately 81.5% of
Hartford Life's total shares outstanding.
4. Defendant Lowndes A. Smith ("Smith") is the President, Chief Executive
Officer and a director of Hartford Life. Smith is also responsible for the
international operations of Hartford Financial.
5. Defendant Ramani Ayer ("Ayer") is the Chairman of Hartford Life Board
of Directors. Ayer is also Chairman, President and Chief Executive Officer of
Hartford Financial.
6. Defendant Donald R. Frahm ("Frahm") is a director of Hartford Life.
Frahm was also the Chairman, President and Chief Executive Officer of Hartford
Financial until his retirement in 1998.
7. Defendant Thomas M. Marra ("Marra") is an Executive Vice President and
a director of Hartford Life.
8. Defendant David K. Zwiener ("Zwiener") is a director of Hartford Life.
Zwiener is also an Executive Vice President and Chief Financial Officer of
Hartford Financial.
9. Defendants Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, and Gordon I. Ulmer are directors of Hartford
Life.
<PAGE> 2
10. The defendants named in paragraphs 4 through 9 are hereinafter
referred to as the "Individual Defendants."
11. The individual defendants, as officers and/or directors of Hartford
Life, and Hartford Financial, as controlling shareholder, have a fiduciary
relationship and responsibility to plaintiff and the other public stockholders
of Hartford Life and owe to them the highest obligations of good faith, loyalty,
fair dealing, due care and candor.
CLASS ACTION ALLEGATIONS
12. Plaintiff brings this action on his own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
common stockholders of Hartford Life, or their successors in interest, who are
being and will be harmed by defendants' actions described below (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of defendants.
13. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of Hartford Life stockholders of record
and many more beneficial owners who are located throughout the United
States;
b. There are questions of law and fact which are common to the Class,
including: whether Hartford Financial has acted in a manner calculated to
benefit itself at the expense of Hartford Life's public stockholders; and
whether plaintiff and the other members of the Class would be irreparably
damaged if Hartford Financial is not enjoined from committing the wrongs
complained of herein;
c. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief
with respect to the Class as a whole; and
d. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.
CLAIM FOR RELIEF
14. Approximately 81.5% of Hartford Life's total shares outstanding are
owned by Hartford Financial.
15. On March 31, 2000, Hartford Life announced that it had received an
offer from Hartford Financial to acquire each share of Hartford Life that it
does not already own for $44 cash per share, representing just a 9% percent
premium to the current price of Hartford Life stock.
16. Hartford Financial has timed the transaction to freeze out Hartford
Life's public shareholders in order for Hartford Financial to capture for itself
Hartford Life's future potential without paying an adequate or fair price to the
Company's public shareholders.
17. Hartford Financial timed the announcement of the buyout to place an
artificial lid on the market price of Hartford Life's stock so that the market
would not reflect Hartford Life's improving potential, thereby purporting to
justify an unreasonably low price.
18. Hartford Financial has access to internal financial information about
Hartford Life, its true value, expected increase in true value and the benefits
to Hartford Financial of 100% ownership of Hartford Life to which plaintiff and
the Class members are not privy. Hartford Financial is using such
2
<PAGE> 3
inside information to benefit itself in this transaction, to the detriment of
Hartford Life's public stockholders.
19. Hartford Financial has voting control of the Company and controls its
proxy machinery. It has selected and elected all of Hartford Life's directors
who are beholden to Hartford Financial for their offices and the valuable
perquisites which they enjoy therefrom.
20. Hartford Financial, with the acquiescence of the directors of Hartford
Life, is engaging in self-dealing and not acting in good faith toward plaintiff
and the other members of the Class. By reason of the foregoing, Hartford
Financial and the individual defendants have breached and are breaching their
fiduciary duties to the members of the Class.
21. Unless the transaction is enjoined by the Court, defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.
22. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining defendants and all persons
acting in concert with them, from proceeding with, consummating or closing
the proposed transaction;
C. In the event the proposed buyout is consummated, rescinding it and
setting it aside or awarding rescissory damages to the Class;
D. Directing defendants to account to Class members for their damages
sustained as a result of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including a
reasonable allowance for plaintiff's attorneys' and experts' fees; and
F. Granting such other and further relief as to the Court may seem
just and proper.
ROSENTHAL, MONHAIT, CROSS
& GODDESS, P.A.
BY: /s/ JOSEPH A. ROSENTHAL
------------------------------------
919 North Market Street
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
FARUQI & FARUQI
320 East 39th Street
New York, NY 10016
(212) 983-9330
3
<PAGE> 1
EXHIBIT (a)(5)(E)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
LESLIE SUSSER,
Plaintiff,
-against-
LOWNDES A. SMITH, RAMANI AYER,
DONALD R. FRAHM, THOMAS M. MARRA,
DAVID K. ZWIENER, GAIL DEEGAN,
ROBERT W. SELANDER, PAUL G. KIRK,
JR., ROBERT E. PATRICELLI,
H. PATRICK SWYGERT, GORDON I. ULMER,
HARTFORD LIFE, INC., and THE
HARTFORD FINANCIAL SERVICES GROUP,
INC.,
Defendants.
- ------------------------------------------------------------------
C.A. No. 17952NC
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant Hartford Life, Inc. ("Hartford
Life" or the "Company").
2. Hartford Life is a corporation duly organized and existing under the
laws of the state of Delaware. Hartford Life is an insurance and financial
services company that provides investment products, life insurance, and
employment benefits products such as group life and group disability insurance.
3. Defendant The Hartford Financial Services Group Inc. ("Hartford
Financial") is a corporation duly organized and existing under the laws of the
State of Delaware. Hartford Financial provides a range of insurance products,
including property and casualty insurance, annuities, life insurance, investment
services, and group insurance. Hartford Financial owns approximately 81.5% of
Hartford Life's total shares outstanding.
4. Defendant Lowndes A. Smith ("Smith") is the President, Chief Executive
officer and a director of Hartford Life. Smith is also responsible for the
international operations of Hartford Financial.
5. Defendant Ramani Ayer ("Ayer") is the Chairman of Hartford Life Board
of Directors. Ayer is also Chairman, President and Chief Executive Officer of
Hartford Financial.
6. Defendant Donald R. Frahm ("Frahm") is a director of Hartford Life.
Frahm was also the Chairman, President and Chief Executive Officer of Hartford
Financial until his retirement in 1998.
7. Defendant Thomas M. Marra ("Marra") is an Executive Vice President and
a director of Hartford Life.
8. Defendant David K. Zwiener ("Zwiener") is a director of Hartford Life.
Zwiener is also an Executive Vice President and Chief Financial Officer of
Hartford Financial.
9. Defendants Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, and Gordon I. Ulmer are directors of Hartford
Life.
<PAGE> 2
10. The defendants named in paragraphs 4 through 9 are hereinafter
referred to as the "Individual Defendants."
11. The individual defendants, as officers and/or directors of Hartford
Life, and Hartford Financial, as controlling shareholder, have a fiduciary
relationship and responsibility to plaintiff and the other public stockholders
of Hartford Life and owe to them the highest obligations of good faith, loyalty,
fair dealing, due care and candor.
CLASS ACTION ALLEGATIONS
12. Plaintiff brings this action on his own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
common stockholders of Hartford Life, or their successors in interest, who are
being and will be harmed by defendants' actions described below (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of defendants.
13. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of Hartford Life stockholders of record
and many more beneficial owners who are located throughout the United
States;
b. There are questions of law and fact which are common to the Class,
including: whether Hartford Financial has acted in a manner calculated to
benefit itself at the expense of Hartford Life's public stockholders; and
whether plaintiff and the other members of the Class would be irreparably
damaged if Hartford Financial is not enjoined from committing the wrongs
complained of herein;
c. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief
with respect to the Class as a whole; and
d. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.
CLAIM FOR RELIEF
14. Approximately 81.5% of Hartford Life's total shares outstanding are
owned by Hartford Financial.
15. On March 31, 2000, Hartford Life announced that it had received an
offer from Hartford Financial to acquire each share of Hartford Life that it
does not already own for $44 cash per share, representing just a 9% percent
premium to the current price of Hartford Life stock.
16. Hartford Financial has timed the transaction to freeze out Hartford
Life's public shareholders in order for Hartford Financial to capture for itself
Hartford Life's future potential without paying an adequate or fair price to the
Company's public shareholders.
17. Hartford Financial timed the announcement of the buyout to place an
artificial lid on the market price of Hartford Life's stock so that the market
would not reflect Hartford Life's improving potential, thereby purporting to
justify an unreasonably low price.
18. Hartford Financial has access to internal financial information about
Hartford Life, its true value, expected increase in true value and the benefits
to Hartford Financial of 100% ownership of Hartford Life to which plaintiff and
the Class members are not privy. Hartford Financial is using such
2
<PAGE> 3
inside information to benefit itself in this transaction, to the detriment of
Hartford Life's public stockholders.
19. Hartford Financial has voting control of the Company and controls it
proxy machinery. It has selected and elected all of Hartford Life's directors
who are beholden to Hartford Financial for their offices and the valuable
perquisites which they enjoy therefrom.
20. Hartford Financial, with the acquiescence of the directors of Hartford
Life, is engaging in self-dealing and not acting in good faith toward plaintiff
and the other members of the Class. By reason of the foregoing, Hartford
Financial and the individual defendants have breached and are breaching their
fiduciary duties to the members of the Class.
21. Unless the transaction is enjoined by the Court, defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.
22. Plaintiff has no adequate remedy at law. WHEREFORE, plaintiff prays
for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining defendants and all persons
acting in concert with them, from proceeding with, consummating or closing
the proposed transaction;
C. In the event the proposed buyout is consummated, rescinding it and
setting it aside or awarding rescissory damages to the Class;
D. Directing defendants to account to Class members for their damages
sustained as a result of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including a
reasonable allowance for plaintiff's attorneys' and experts' fees; and
F. Granting such other and further relief as to the Court may seem
just and proper.
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
By: /s/ JOSEPH A. ROSENTHAL
------------------------------------
919 North Market Street
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
ABBEY GARDY & SQUITIERI LLP
212 East 39th Street
New York, New York 10016
(212) 889-3700
3
<PAGE> 1
EXHIBIT (a)(5)(F)
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
DENNIS E. MURRAY, SR.,
Individually
And On Behalf of All Others
Similarly Situated
Plaintiff,
-against-
LOWNDES A. SMITH, RAMANI AYER,
DONALD R. FRAHM, THOMAS M. MARRA,
DAVID K. ZWIENER, GAIL DEEGAN,
ROBERT W. SELANDER, PAUL G. KIRK, JR.,
ROBERT E. PATRICELLI, H. PATRICK SWYGERT,
GORDON I. ULMER, HARTFORD LIFE, INC.,
and HARTFORD FINANCIAL SERVICES GROUP, INC.,
Defendants.
- ------------------------------------------------------------------
CLASS ACTION COMPLAINT
Case No. 17960NC
Plaintiff, by his attorneys, alleges upon personal knowledge as to his own
acts and upon information and belief as to all other matters, as follows:
1. Plaintiff brings this action individually and as a class action on
behalf of all persons, other than defendants, who own the securities of Hartford
Life, Inc. ("Hartford Life" or the "Company") and who are similarly situated
(the "Class"), for injunctive and other relief. Plaintiff seeks the injunctive
relief herein, inter alia, to enjoin the implementation of a transaction whereby
Hartford Financial Services Group, Inc. ("Hartford Financial") would buy the
remaining shares that it does not already own. Hartford Financial is the
controlling shareholder of the Company, owning approximately 81.5% of the
Company's outstanding shares. Alternatively, in the event that the proposed
transaction is implemented, plaintiff seeks to recover damages caused by the
breach of fiduciary duties owed by the defendants.
PARTIES
2. Plaintiff is and, at all relevant times, has been the owner of shares
of Hartford Life common stock.
3. Hartford Life is a corporation duly organized and existing under the
laws of the State of Delaware. The Company is holding company with subsidiaries
that underwrite personal life insurance. Hartford Life maintains its principal
executive offices at 200 Hopmeadow Street, Simsbury, Connecticut. As of March
22, 1999, Hartford Life had approximately 25,928,071 shares of Class A common
stock outstanding and 114,000,000 shares of Class B stock outstanding. Hartford
Life has thousands of stockholders of record. Hartford Life stock trades on the
New York Stock Exchange.
4. Defendant Lowndes A. Smith ("Smith") is the President, Chief Executive
Officer and a director of Hartford Life. Smith is also responsible for the
international operations of Hartford Financial.
5. Defendant Ramani Ayer ("Ayer") is the Chairman of Hartford Life Board
of Directors. Ayer is also Chairman, President and Chief Executive Officer of
Hartford Financial.
<PAGE> 2
6. Defendant Donald R. Frahm ("Frahm") is a director of Hartford Life.
Frahm was also the Chairman, President and Chief Executive Officer of Hartford
Financial until his retirement in 1998.
7. Defendant Thomas M. Marra ("Marra") is an Executive Vice President and
a director of Hartford Life.
8. Defendant David K. Zwiener ("Zwiener") is a director of Hartford Life.
Zwiener is also an Executive Vice President and Chief Financial Officer of
Hartford Financial.
9. Defendants Gail Deegan, Robert W. Selander, Paul G. Kirk, Jr., Robert
E. Patricelli, H. Patrick Swygert, and Gordon I. Ulmer are directors of Hartford
Life.
10. The defendants named in paragraphs 4 through 9 are hereinafter
referred to as the "Individual Defendants."
11. Defendant Hartford Financial is a corporation duly organized and
existing under the laws of the State of Delaware. Hartford Financial is a
holding company with subsidiaries which underwrites property, casualty, surety
and life insurance as well as annuity products. Hartford Financial maintains its
principal executive offices at 440 Lincoln Street, Worcester, Massachusetts.
12. Because of their positions as officers/directors, and in the case of
Hartford Financial as controlling shareholder of the Company, defendants owe
fiduciary duties of loyalty and due care to plaintiff and the other members of
the Class.
13. Each defendant herein is sued individually as a conspirator, as well
as in his/her/its capacity as an officer, director and/or controlling
shareholder of the Company, and the liability of each arises from the fact that
each defendant has engaged in all or part of the unlawful acts, plans, schemes,
or transactions complained of herein.
CLASS ACTION ALLEGATIONS
14. Plaintiff brings this case in its own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
stockholders of the Company, except defendants herein and any person, firm,
trust, corporation, or other entity related to or affiliated with any of the
defendants, or any of the Company's principal stockholders, who will be
threatened with injury arising from defendants' actions as is described more
fully below.
15. This action is properly maintainable as a class action.
16. The Class is so numerous that joinder of all members is impracticable.
The Company has approximately 26 million shares of common stock. There are
thousands of record and beneficial stockholders.
17. There are questions of law and fact common to the Class including,
inter alia, whether:
a. defendants have breached and will continue to breach their
fiduciary and other common law duties owed by them to plaintiff and the
members of the Class; and
b. plaintiff and the other members of the Class would be irreparably
damaged by the wrongs complained of herein.
18. Plaintiff is committed to prosecuting the action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as the other members of the Class. Plaintiff is an adequate
representative of the Class.
19. The prosecution of separate actions by individual members of the Class
would create the risk of inconsistent or varying adjudications with respect to
individual members of the Class which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would as a practical matter be dispositive of the interests of
2
<PAGE> 3
the other members not parties to the adjudications or substantially impair or
impede their ability to protect their interests.
20. The defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is appropriate.
SUBSTANTIVE ALLEGATIONS
21. On March 31, 2000, the Dow Jones News Wire reported that Hartford
Financial proposed to buy all of Hartford Life's outstanding redeemable common
stock, which was not already owned by Hartford Financial, for approximately
$44.00 per share.
22. Hartford Financial, which presently holds 81.5% of Hartford Life's
outstanding stock, seeks to take Hartford Life private by squeezing out Hartford
Life's public shareholders at a price which is wholly inadequate in light of
Hartford Life's recently reported earnings.
23. On January 30, 2000, Hartford Life reported 1999 4th quarter earnings
that were 19% higher than earnings for the same quarter of 1998. Recently,
Donaldson Lufkin & Jenrette and Salomon Smith Barney placed a "buy" rating on
Hartford Life's stock because of the Company's strong financial performance.
24. Defendants, including Hartford Financial as a majority shareholder,
have breached their fiduciary obligations to Hartford Life's shareholders to
maximize shareholder value.
25. Because of its control over the Board, Hartford Financial is in a
position to, and in fact did, dictate the terms of the proposed transaction so
that the Individual Defendants will ultimately have no choice but to accede to
Hartford Financial's wishes.
26. Even in light of what has publicly disclosed about Hartford Life's
present business and future prospects, the proposed transaction is grossly
unfair, inadequate, and provides value to Hartford Life's stockholders
substantially below the fair or inherent value of the Company. The intrinsic
value of the equity of Hartford Life is materially greater than the
consideration contemplated by the proposed transaction price, taking into
account Hartford Life's asset value, its expected growth, and its revenues and
cash flow and earnings power.
27. The proposed transaction is wrongful, unfair and harmful to Hartford
Life public stockholders, and will deny Class members their right to share
proportionately in the true value of Hartford Life's valuable assets, and future
growth in profits and earnings, while usurping the same for the benefit of
Hartford Financial.
28. Defendants have violated fiduciary and other common law duties owed to
the plaintiff and the other members of the Class in that they have not and are
not exercising independent business judgment, and have acted and are acting to
the detriment of the Class.
29. As a result of defendants' action, plaintiff and the Class have been
and will be damaged by the breaches of fiduciary duty and, therefore, plaintiff
and the Class will not receive the fair value of Hartford Life's assets and
businesses.
30. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class, and will succeed in
their plan to exclude plaintiff and the Class from the fair proportionate share
of Hartford Life's valuable assets and businesses, all to the irreparable harm
of the Class.
31. Plaintiff and the Class have no adequate remedy of law.
3
<PAGE> 4
WHEREFORE, plaintiff prays for judgment and relief as follows:
a. declaring that this lawsuit is properly maintainable as a class
action and certifying plaintiff as representative of the Class;
b. declaring that the defendants and each of them have committed a
gross abuse of trust and have breached their fiduciary duties to plaintiff
and the other members of the Class;
c. preliminary and permanently enjoining defendants and their
counsel, agents, employees, and all persons acting under, in concert with,
or for them, from proceeding with or implementing the transaction;
d. in the event the transaction is consummated, rescinding it and
setting it aside;
e. awarding compensatory damages against defendants, jointly and
severally, in an amount to be determined at trial, together with
prejudgment interest at the maximum rate allowable by law;
f. awarding plaintiff and the Class their costs and disbursements and
reasonable allowances for plaintiff's counsel and experts' fees and
expenses; and
g. granting such other and further relief as may be just and proper.
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
By: /s/ JOSEPH A. ROSENTHAL
------------------------------------
Mellon Bank Center, Suite 1401
919 Market Street
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
Of Counsel:
LOWEY DANENBERG BEMFORAD
& SILINGER P.C.
The Gateway, 11th Floor
One North Lexington Avenue
White Plains, NY 10601-1714
(914) 997-0500
4
<PAGE> 1
EXHIBIT (a)(5)(G)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------------------------------
IN RE HARTFORD LIFE, INC.
SHAREHOLDER LITIGATION
- ------------------------------------------------------------------
CONSOLIDATED
C.A. NO. 17951-NC
MEMORANDUM OF UNDERSTANDING
WHEREAS, on March 27, 2000, The Hartford Financial Services Group, Inc.
("Hartford Financial") proposed to Hartford Life, Inc. ("Hartford Life") a
transaction through which Hartford Financial would, through a subsidiary,
acquire at $44.00 per share all of the shares of Hartford Life it does not
already own (the "Proposed Transaction"), and
WHEREAS plaintiffs subsequently filed six complaints (the "Actions")
alleging, among other things, that the Proposed Transaction and the price to be
paid pursuant to the Proposed Transaction were inadequate and unfair and
reflected, inter alia, self-dealing, undue influence, opportunism and breaches
of fiduciary duty by the named defendants, and
WHEREAS counsel for all plaintiffs have agreed to prompt consolidation of
the Actions and have sought consolidation from the Court, and
WHEREAS a Special Committee of the Hartford Life board of directors
appointed to review the Proposed Transaction has considered the Proposed
Transaction since March 27, 2000, together with the independent legal and
financial advisors it has retained, and
WHEREAS plaintiffs' counsel and their independent expert have been provided
access under the terms of a confidentiality agreement to non-public financial
information relating to Hartford Life, including information considered by the
Special Committee and its advisors, and
WHEREAS plaintiffs' independent review of the Proposed Transaction and
financial and other information about Hartford Life and negotiations with
counsel for Hartford Financial have led them to conclude that the improved terms
and price of the Proposed Transaction with Hartford Financial, as modified, are
fair to the minority shareholders of Hartford Life, and
WHEREAS, on May 18, 2000, Hartford Life will announce that it has reached
an agreement with Hartford Financial pursuant to which the Proposed Transaction
would be modified by, among other things, increasing the price to be paid by
Hartford Financial from $44.00 per share to $50.50 per share (the "Modified
Transaction"), and
WHEREAS Arthur N. Abbey, as counsel representing all plaintiffs, has
negotiated with defendants' counsel in an effort to reach a settlement of the
actions,
NOW THEREFORE the parties to the Actions have reached an agreement in
principle providing for the settlement of the actions on the terms and subject
to the conditions set forth below (the "Settlement"):
1. Plaintiffs agree that as a result of the increase to be paid by
Hartford Financial following negotiations with the Special Committee and
plaintiffs' counsel, the Modified Transaction constitutes fair, adequate and
reasonable consideration for the settlement of all claims which were brought or
could have been brought by plaintiffs in the Actions. Defendant Hartford
Financial acknowledges that the pendency of the Actions was a factor that was
taken into account in its decision to increase the consideration received by
Hartford Life shareholders in the Modified Transaction.
<PAGE> 2
2. Plaintiffs may conduct such reasonable additional factual investigation
or discovery, within 30 days from the date hereof, as all parties agree is
appropriate and necessary to confirm the fairness and reasonableness of the
terms of this Settlement.
3. The parties to the Actions will in good faith agree upon and execute an
appropriate Stipulation of Settlement of the actions (the "Stipulation") and
such other documentation as may be required in order to obtain final Court
approval of the Settlement and the dismissal with prejudice of the Actions, and
such Stipulation shall be executed and submitted to the Court of Chancery for
approval at the earliest possible time. The Stipulation shall expressly provide,
among other things, that:
a. the defendants have denied, and continue to deny, that they have
committed or will commit or have aided and abetted in the commission of any
violation of law or engaged in any of the wrongful acts alleged in the
complaints;
b. the defendants are entering into the Stipulation solely because
the proposed Settlement would eliminate the burden and expense of further
litigation; and
c. plaintiffs' counsel, having made a thorough investigation of the
facts, believe the Modified Transaction and the proposed Settlement is
fair, reasonable and adequate and in the best interest of plaintiffs and
the proposed shareholder class.
4. The Stipulation will further provide for, among other things:
a. appropriate certification of a non-opt-out class as described in
the complaints and covering the period since the Proposed Transaction was
first proposed;
b. the entry of a judgment in appropriate form, dismissing the
actions with prejudice and barring, among other things, any claims known or
unknown that have been, could have been, or in the future can or might be
asserted in the Actions or in any court, tribunal or proceeding (including
but not limited to any claims arising under federal, state or common law,
including the federal securities laws and any state disclosure law) by or
on behalf of any member of the class, whether individual, class,
derivative, representative, legal, equitable or any other type or in any
other capacity against defendants or any of their families, parent
entities, associates, affiliates or subsidiaries and each and all of their
respective past, present or future officers, directors, stockholders,
principals, representatives, employees, attorneys, financial or investment
advisors, consultants, accountants, investment bankers, commercial bankers,
advisors or agents, heirs, executors, trustees, general or limited partners
or partnerships, personal representatives, estates, administrators,
predecessors, successors and assigns (collectively the "Released Persons")
which have arisen, arise now or hereafter may arise out of or relate in any
manner to (1) the allegations, facts or any other matter whatsoever set
forth in or otherwise related, directly or indirectly to the complaints in
the Actions or, (2) subject to Hartford Financial completing the Modified
Transaction on the improved terms, any other matters which were or could
have been asserted relating to the Proposed Transaction;
c. the delivery of releases in an appropriate form releasing any
barred claims for violation of federal, state or common law; and
d. plaintiffs' counsel shall have the opportunity to review and
comment upon a draft of the tender offer statement to be prepared by
Hartford Financial to implement the Modified Transaction.
5. It is the intention of the parties to extinguish all such settled
claims and consistent with such settled claims and consistent with such
intentions, the releasing parties waive their rights to the extent permitted by
state law, federal law or principles of common law which may have the effect of
limiting the release set forth above.
2
<PAGE> 3
6. This Memorandum of Understanding and the proposed Settlement described
herein shall not be legally binding upon any party unless and until the
Stipulation is executed. The Settlement described herein shall be subject to the
approval of the Court of Chancery. Should a Stipulation not be executed or not
be consummated in accordance with the terms described herein, the proposed
Settlement shall be null and void and of no further force or effect and shall
not be deemed to prejudice in any way the position of any party with respect to
this litigation. In such event, neither the existence of this Memorandum of
Understanding nor its contents shall be admissible in evidence or be referred to
for any purpose in this litigation or in any other litigation or proceeding.
7. Upon final approval of the Settlement of the Actions (including any
appeals), Hartford Financial shall pay plaintiffs' counsel up to $1.8 million in
fees, inclusive of all expenses and disbursements, subject to an approval and
award by the Court of Chancery.
8. This Memorandum of Understanding may be executed in counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
DATED: May 17, 2000
ABBEY GARDY & SQUITIERI LLP,
by /s/ ARTHUR N. ABBEY
--------------------------------------
Arthur N. Abbey
A member of the firm
212 East 39th Street
New York, NY 10016
(212) 889-3700
ROSENTHAL, MONHAIT, GROSS & GODDESS,
P.A.,
Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899
(302) 656-4433
WECHSLER HARWOOD HALEBIAN & FEFFER
LLP,
488 Madison Avenue
New York, NY 10022
(212) 935-7400
FARUQI & FARUQI,
320 East 39th Street
New York, NY 10016
(212) 983-9330
Attorneys for Plaintiffs
3
<PAGE> 4
WILLKIE FARR & GALLAGHER,
by /s/ RICHARD L. POSEN
--------------------------------------
Richard L. Posen
A member of the firm
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
YOUNG, CONAWAY, STARGATT & TAYLOR,
by /s/ DAVID C. MCBRIDE
--------------------------------------
David C. McBride
A member of the firm
Wilmington Trust Center
1100 North Market Street
P.O. Box 391
Wilmington, DE 19899
(302) 571-6600
Attorneys for Defendants Hartford
Life, Inc., Gail Deegan and Robert E.
Patricelli
CRAVATH, SWAINE & MOORE,
by /s/DOUGLAS D. BROADWATER
--------------------------------------
Douglas D. Broadwater
A member of the firm
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
4
<PAGE> 5
RICHARDS, LAYTON & FINGER
by /s/ JESSE A. FINKELSTEIN
--------------------------------------
Jesse A. Finkelstein
A member of the firm
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Defendants The Hartford
Financial Services Group, Inc.,
Lowndes A. Smith, Robert W. Selander,
Ramani Ayer, Donald R. Frahm, Paul G.
Kirk, Jr., Thomas M. Marra, H. Patrick
Swygert, Gordon I. Ulmer and David K.
Zwiener
5
<PAGE> 1
EXHIBIT (c)(2)
CONFIDENTIAL
Presentation to:
THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF
HARTFORD LIFE, INC.
DISCUSSION MATERIALS
MAY 17, 2000
<PAGE> 2
DISCLAIMER HARTFORD LIFE, INC.
CONFIDENTIAL MATERIAL PRESENTED TO THE SPECIAL COMMITTEE
OF HARTFORD LIFE, INC. ("HLI")
The following pages contain material provided to the Special Committee of the
Board of Directors of HLI. The basic information utilized in preparing this
study was obtained from HLI and public sources. Estimates and projections for
HLI used herein have been prepared by HLI, or are from public sources, and were
not prepared by Salomon Smith Barney. Such estimates and projections involve
numerous and significant subjective determinations, which may or may not prove
to be correct. No representation or warranty, express or implied, is made as to
the accuracy or completeness of any information contained herein and nothing
contained herein is, or shall be relied upon as, a promise or representation,
whether as to the past or the future. Because this material was prepared for use
in the context of an oral presentation to the Special Committee of the Board of
Directors of HLI, which is familiar with the business and affairs of HLI, none
of HLI or Salomon Smith Barney or any of their respective legal or financial
advisors or accountants take any responsibility for the accuracy or completeness
of any of the material contained herein if used by persons other than the
Special Committee of the Board of Directors of HLI. Neither HLI nor Salomon
Smith Barney undertakes any obligation to update or otherwise revise the
accompanying materials.
<PAGE> 3
AGENDA HARTFORD LIFE, INC.
1 TRANSACTION SUMMARY
2 SITUATION ANALYSIS
3 HARTFORD LIFE, INC. FUNDAMENTALS
4 VALUATION
APPENDIX
<PAGE> 4
1 TRANSACTION SUMMARY HARTFORD LIFE, INC.
<PAGE> 5
TRANSACTION SUMMARY HARTFORD LIFE, INC.
<TABLE>
<S> <C>
ITEM OFFER TERMS
Transaction HIG acquires all of the outstanding Class A
common shares (26,000,000) of HLI,
equaling approximately 18.5% of the
economic interest
Price per Share $50.50
Total Transaction Value $1.32 billion
Form of Consideration 100% Cash
Price as a Multiple of:
2000 Estimated EPS(1) 12.5x
2001 Estimated EPS(1) 11.0x
Price Premium to:
1 Week Prior to HIG Initial Offer 18.7%
1 Month Prior to HIG Initial Offer 42.7%
</TABLE>
(1) Median First Call earnings estimates of $4.05 for 2000 and $4.58 for 2001
as of May 15, 2000.
<PAGE> 6
HARTFORD LIFE, INC.
SUMMARY OF TRANSACTION PROCESS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
March 2000 April 2000 May 2000
- ---------------------------------------------------------------------------------------------------------------
S M T W T F S S M T W T F S S M T W T F S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2 3 4 1 1 2 3 4 5 6
5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13
12 13 14 15 16 17 18 9 10 11 12 13 14 15 14 15 16 17 18 19 20
19 20 21 22 23 24 25 16 17 18 19 20 21 22 21 22 23 24 25 26 27
26 27 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31
30
</TABLE>
<TABLE>
<CAPTION>
- ---------------- -------------------------------------------------------------------------------
Date Activity
- ---------------- -------------------------------------------------------------------------------
<S> <C>
3/27 - HIG initial offer of $44.00 communicated to HLI Board of Directors
- --------------------------------------------------------------------------------------------------
3/31 - HIG offer publicly disclosed. HLI stock closed at $45.06 (the day prior to
disclosure)
- --------------------------------------------------------------------------------------------------
4/6-4/7, 4/12 - SSB due diligence with HLI management team
- --------------------------------------------------------------------------------------------------
4/17 - SSB meeting with HLI Special Committee to discuss preliminary findings
and perspective on the HIG proposal
- --------------------------------------------------------------------------------------------------
4/18 - SSB meeting with Goldman Sachs to discuss HIG proposal. SSB
communicated price level of MID-TO-HIGH $50S
- --------------------------------------------------------------------------------------------------
4/20 - Goldman Sachs due diligence with HLI management team
- --------------------------------------------------------------------------------------------------
5/3 - Conference call between SSB and Goldman Sachs. HIG offer increased to
$46-$47
- SSB conference call with HLI Special Committee to discuss HIG revised
offer
- SSB conference call with Goldman Sachs. Revised HLI Special Committee
counter proposal of $54.00
- --------------------------------------------------------------------------------------------------
5/15 - HIG/HLI Special Committee meeting with SSB and Goldman Sachs --
narrowed "bid/ask" price range to $50.00-$51.00
- --------------------------------------------------------------------------------------------------
5/17 - HIG/HLI Special Committee conference call to negotiate final price of
$50.50
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
HARTFORD LIFE, INC.
2 SITUATION ANALYSIS
<PAGE> 8
HARTFORD LIFE, INC.
HLI PRICE/VOLUME ANALYSIS
DAILY DATA: IPO TO PRESENT
[CHART]
<TABLE>
<S> <C> <C> <C>
5/21/97 28.5
5/22/97 32.125 7966.5 7966500
5/23/97 32.125 1337.5 1337500
5/27/97 32.875 858.9 858900
5/28/97 32.625 812.3 812300
5/29/97 33.125 1222.9 1222900
5/30/97 33.5 799.9 799900
6/2/97 33.875 639 639000
6/3/97 33.5 444.8 444800
6/4/97 33.75 482.7 482700
6/5/97 34 602.6 602600
6/6/97 33.625 248.8 248800
6/9/97 33.75 179.2 179200
6/10/97 33.125 580.6 580600
6/11/97 33.5 401.9 401900
6/12/97 34.25 616.2 616200
6/13/97 33.875 330.7 330700
6/16/97 35.625 938.1 938100
6/17/97 35.875 713.4 713400
6/18/97 36.25 631.3 631300
6/19/97 35.25 640.2 640200
6/20/97 35.5 397.3 397300
6/23/97 34.875 405.8 405800
6/24/97 36.25 404.2 404200
6/25/97 37.125 440.5 440500
6/26/97 36.75 294 294000
6/27/97 36.625 201.6 201600
6/30/97 37.5 911.4 911400
7/1/97 37.5 303.8 303800
7/2/97 38.125 239.1 239100
7/3/97 40 254 254000
7/7/97 39.5 403.4 403400
7/8/97 38.5 367.9 367900
7/9/97 39.25 448.1 448100
7/10/97 38.875 321.6 321600
7/11/97 39.75 210.5 210500
7/14/97 39 246.6 246600
7/15/97 38 283.2 283200
7/16/97 39.1875 218.7 218700
7/17/97 39.125 165.6 165600
7/18/97 38.5 182.4 182400
7/21/97 37.375 193.6 193600
7/22/97 38.125 276.4 276400
7/23/97 40.9375 573.9 573900
7/24/97 40 213.3 213300
7/25/97 40.125 134 134000
7/28/97 39.875 217.2 217200
7/29/97 39.75 195.4 195400
7/30/97 41.75 369.5 369500
7/31/97 41.125 343.8 343800
8/1/97 41.375 478.4 478400
8/4/97 39 420.1 420100
8/5/97 38.6875 433.8 433800
8/6/97 40.375 321.8 321800
8/7/97 41 227.9 227900
8/8/97 39 167 167000
8/11/97 39 148.2 148200
8/12/97 38.5 107.4 107400
8/13/97 37.3125 357.3 357300
8/14/97 37.25 185.3 185300
8/15/97 36.25 226.5 226500
8/18/97 36.125 339.5 339500
8/19/97 36.375 290.8 290800
8/20/97 36.6875 651.7 651700
8/21/97 34.75 655.6 655600
8/22/97 33.9375 656.2 656200
8/25/97 35.5 813.1 813100
8/26/97 35.9375 449.8 449800
8/27/97 35.6875 274.7 274700
8/28/97 36.1875 568.1 568100
8/29/97 37.3125 194.6 194600
9/2/97 37 286.3 286300
9/3/97 37.875 240.8 240800
9/4/97 35.75 357.9 357900
9/5/97 35.25 811 811000
9/8/97 35 329.6 329600
9/9/97 35 774.9 774900
9/10/97 35.25 207.6 207600
9/11/97 36.125 303.3 303300
9/12/97 37.75 205.2 205200
9/15/97 37.625 150.3 150300
9/16/97 37.5625 261.6 261600
9/17/97 38.8125 225.9 225900
9/18/97 39 271.9 271900
9/19/97 39.8125 231.8 231800
9/22/97 39.3125 143.3 143300
9/23/97 39.125 112.3 112300
9/24/97 38.5 148.9 148900
9/25/97 38.625 175.4 175400
9/26/97 38.625 93.7 93700
9/29/97 38.875 105.8 105800
9/30/97 38.4375 208.8 208800
10/1/97 38.4375 89.6 89600
10/2/97 37.9375 123 123000
10/3/97 38.3125 288.6 288600
10/6/97 39 183.2 183200
10/7/97 39 173.5 173500
10/8/97 38.875 129 129000
10/9/97 38.5625 80.1 80100
10/10/97 37.9375 110 110000
10/13/97 37.5625 127.9 127900
10/14/97 36.875 210.4 210400
10/15/97 36.8125 191.5 191500
10/16/97 37.9375 197.6 197600
10/17/97 37.3125 114.4 114400
10/20/97 38 134.4 134400
10/21/97 38.875 244.9 244900
10/22/97 38.25 78.1 78100
10/23/97 37.6875 90 90000
10/24/97 37.5 84.3 84300
10/27/97 35 234.4 234400
10/28/97 34.625 684.8 684800
10/29/97 37 606.9 606900
10/30/97 36.4375 236.1 236100
10/31/97 36.9375 89.3 89300
11/3/97 37.5625 135.1 135100
11/4/97 37.625 152 152000
11/5/97 37.5625 124.3 124300
11/6/97 37.5625 171.7 171700
11/7/97 37.25 99 99000
11/10/97 37.25 196 196000
11/11/97 36.9375 79.8 79800
11/12/97 36.5 122.8 122800
11/13/97 36.3125 71.8 71800
11/14/97 36.4375 178.9 178900
11/17/97 36.8125 119.5 119500
11/18/97 36.625 123.2 123200
11/19/97 36.9375 100.8 100800
11/20/97 36.9375 204.8 204800
11/21/97 37 243 243000
11/24/97 37.25 164.8 164800
11/25/97 38 194.3 194300
11/26/97 38.625 343.2 343200
11/28/97 38.375 52 52000
12/1/97 39.375 155.4 155400
12/2/97 39.625 247.6 247600
12/3/97 40 142.7 142700
12/4/97 40.625 231.9 231900
12/5/97 40.5 121.5 121500
12/8/97 41.375 219.8 219800
12/9/97 41.0625 176.3 176300
12/10/97 40.625 169.4 169400
12/11/97 40.6875 110.2 110200
12/12/97 41.6875 479.3 479300
12/15/97 41.75 176.6 176600
12/16/97 42.1875 231.6 231600
12/17/97 41.75 154.2 154200
12/18/97 41 80 80000
12/19/97 40.75 94.1 94100
12/22/97 40.6875 108.5 108500
12/23/97 40.625 20.6 20600
12/24/97 42.375 81.7 81700
12/26/97 42.125 20.4 20400
12/29/97 42.625 53.7 53700
12/30/97 44 190.8 190800
12/31/97 45.3125 153.6 153600
1/2/98 44.125 121.1 121100
1/5/98 42.375 159.8 159800
1/6/98 42.4375 198.5 198500
1/7/98 42.75 114.7 114700
1/8/98 43.125 130 130000
1/9/98 40.6875 121.3 121300
1/12/98 40 145.3 145300
1/13/98 40.8125 87.5 87500
1/14/98 42.4375 98.3 98300
1/15/98 42.5625 115.5 115500
1/16/98 43.6875 105.8 105800
1/20/98 43.9375 112.3 112300
1/21/98 42.9375 149 149000
1/22/98 43 33.1 33100
1/23/98 42.25 98 98000
1/26/98 41.5 127.6 127600
1/27/98 42.5 275.7 275700
1/28/98 42 176.4 176400
1/29/98 42.3125 78.5 78500
1/30/98 42.8125 91.2 91200
2/2/98 44.0625 185.1 185100
2/3/98 42.75 213.4 213400
2/4/98 43.9375 253.7 253700
2/5/98 43.875 144.7 144700
2/6/98 44 137.6 137600
2/9/98 43.75 111.8 111800
2/10/98 43.875 150.4 150400
2/11/98 44.6875 149.9 149900
2/12/98 45.5625 178.9 178900
2/13/98 43.25 283.2 283200
2/17/98 43 282.6 282600
2/18/98 43.5 165.5 165500
2/19/98 43.9375 210 210000
2/20/98 42.125 354.5 354500
2/23/98 43.5625 156.3 156300
2/24/98 42.9375 201.3 201300
2/25/98 43.5625 195.3 195300
2/26/98 43.3125 137.7 137700
2/27/98 43.0625 215.2 215200
3/2/98 43.4375 227.1 227100
3/3/98 45 626.8 626800
3/4/98 45.4375 159.5 159500
3/5/98 45 115.8 115800
3/6/98 45.9375 119 119000
3/9/98 45.4375 130.7 130700
3/10/98 46.0625 85.7 85700
3/11/98 46.75 85.3 85300
3/12/98 47.8125 161.9 161900
3/13/98 47.5 75.6 75600
3/16/98 48 80.9 80900
3/17/98 48.8125 138.4 138400
3/18/98 50 127.3 127300
3/19/98 49.625 368.6 368600
3/20/98 48.5 240.5 240500
3/23/98 48.375 231.3 231300
3/24/98 49.125 121.6 121600
3/25/98 47.9375 165.2 165200
3/26/98 47.4375 257.5 257500
3/27/98 47.25 109.7 109700
3/30/98 46.75 94.1 94100
3/31/98 46.5625 138.8 138800
4/1/98 48.4375 234.2 234200
4/2/98 50 229.8 229800
4/3/98 51.125 244.9 244900
4/6/98 51.8125 144.3 144300
4/7/98 50.125 134.1 134100
4/8/98 50.1875 80 80000
4/9/98 50.375 36.7 36700
4/13/98 51.0625 61.1 61100
4/14/98 51.875 260.6 260600
4/15/98 51.25 57.6 57600
4/16/98 50.5 65 65000
4/17/98 51.75 98.8 98800
4/20/98 50.25 150.9 150900
4/21/98 50.625 103.7 103700
4/22/98 52.0625 192 192000
4/23/98 50.1875 112.7 112700
4/24/98 48.625 174.7 174700
4/27/98 47.25 135.9 135900
4/28/98 48.3125 183.6 183600
4/29/98 50.5625 270 270000
4/30/98 49.4375 222.7 222700
5/1/98 50 177.4 177400
5/4/98 51.3125 100.8 100800
5/5/98 52.3125 115.8 115800
5/6/98 51.4375 62.8 62800
5/7/98 50 139.9 139900
5/8/98 49.8125 110.5 110500
5/11/98 48.75 85.4 85400
5/12/98 48.8125 77.4 77400
5/13/98 49 61.3 61300
5/14/98 48.75 174.8 174800
5/15/98 48.1875 43.3 43300
5/18/98 47.5 33.5 33500
5/19/98 46.75 108 108000
5/20/98 48.125 95.7 95700
5/21/98 47.875 65.4 65400
5/22/98 49 149.9 149900
5/26/98 50.125 296.8 296800
5/27/98 49.625 202 202000
5/28/98 50.5 95.8 95800
5/29/98 51.5 146.2 146200
6/1/98 50.25 53.2 53200
6/2/98 49.875 97.8 97800
6/3/98 49.8125 161.6 161600
6/4/98 49.3125 115.7 115700
6/5/98 49.25 122.5 122500
6/8/98 49.625 93.4 93400
6/9/98 49.625 68.6 68600
6/10/98 49 135.5 135500
6/11/98 48.4375 29 29000
6/12/98 48.0625 35.8 35800
6/15/98 46.9375 102.3 102300
6/16/98 47.4375 56.4 56400
6/17/98 47.8125 106.2 106200
6/18/98 48.5625 68.2 68200
6/19/98 48.9375 50.7 50700
6/22/98 49.8125 126.5 126500
6/23/98 52.5 271.5 271500
6/24/98 52.9375 250.1 250100
6/25/98 55.1875 396.3 396300
6/26/98 54.1875 236.2 236200
6/29/98 55.5 106.2 106200
6/30/98 56.9375 257 257000
7/1/98 56.875 189.2 189200
7/2/98 55.5625 61.1 61100
7/6/98 56 74 74000
7/7/98 55.4375 228.7 228700
7/8/98 56.1875 297.3 297300
7/9/98 56 228.3 228300
7/10/98 56.5625 44.5 44500
7/13/98 57.4375 229.8 229800
7/14/98 58.9375 250.7 250700
7/15/98 58.125 133.8 133800
7/16/98 59 320.5 320500
7/17/98 59.5 111.4 111400
7/20/98 61.25 259.2 259200
7/21/98 60.8125 156.6 156600
7/22/98 59.8125 54.5 54500
7/23/98 58.5 20.4 20400
7/24/98 58.75 120.6 120600
7/27/98 58.5625 234.1 234100
7/28/98 56.4375 542.8 542800
7/29/98 56.375 140.8 140800
7/30/98 57.8125 212.2 212200
7/31/98 57.875 157.4 157400
8/3/98 58.4375 141.3 141300
8/4/98 56.5 201 201000
8/5/98 56.25 268.3 268300
8/6/98 57.25 125.8 125800
8/7/98 58.3125 84.5 84500
8/10/98 58.125 41.5 41500
8/11/98 56.3125 323.7 323700
8/12/98 57.8125 274.2 274200
8/13/98 58.75 139 139000
8/14/98 59.3125 258.5 258500
8/17/98 59.375 484.6 484600
8/18/98 60.75 346.6 346600
8/19/98 60.6875 244 244000
8/20/98 62.1875 419.4 419400
8/21/98 58.5625 451.4 451400
8/24/98 59.25 118.8 118800
8/25/98 58.875 182.6 182600
8/26/98 57.375 250.1 250100
8/27/98 55.125 293.8 293800
8/28/98 53.625 212.9 212900
8/31/98 51.25 184.4 184400
9/1/98 50.1875 257.1 257100
9/2/98 53 285.6 285600
9/3/98 51.5625 93.5 93500
9/4/98 51 164.6 164600
9/8/98 53.875 192 192000
9/9/98 52.75 410.5 410500
9/10/98 51.75 509.4 509400
9/11/98 50.4375 339.8 339800
9/14/98 52.6875 149.3 149300
9/15/98 53.125 223.1 223100
9/16/98 53 107.6 107600
9/17/98 53.375 101.1 101100
9/18/98 54.1875 99.2 99200
9/21/98 52.125 94.9 94900
9/22/98 52 164.6 164600
9/23/98 52.5625 103.2 103200
9/24/98 52 107.9 107900
9/25/98 50.0625 46.3 46300
9/28/98 44.875 799.3 799300
9/29/98 44.6875 452.3 452300
9/30/98 42.25 302.8 302800
10/1/98 39.25 420.2 420200
10/2/98 41.3125 220.4 220400
10/5/98 39.25 175.8 175800
10/6/98 37.875 280.5 280500
10/7/98 35 227.8 227800
10/8/98 33.875 229 229000
10/9/98 34.75 327.8 327800
10/12/98 37.3125 375.2 375200
10/13/98 37.3125 220.5 220500
10/14/98 41.0625 171.4 171400
10/15/98 41.625 213.6 213600
10/16/98 44.0625 194.9 194900
10/19/98 45.25 191.6 191600
10/20/98 46.8125 267.3 267300
10/21/98 45.125 146 146000
10/22/98 44.4375 49.1 49100
10/23/98 42.1875 145.9 145900
10/26/98 42.9375 155.7 155700
10/27/98 45.3125 385.6 385600
10/28/98 44.875 72 72000
10/29/98 46.1875 96.1 96100
10/30/98 46.25 143.3 143300
11/2/98 46.8125 84.7 84700
11/3/98 47.75 77.1 77100
11/4/98 47.6875 71.4 71400
11/5/98 47.5 105 105000
11/6/98 48.25 66.7 66700
11/9/98 48.4375 91.9 91900
11/10/98 48.0625 51.6 51600
11/11/98 48.375 48.6 48600
11/12/98 49.5 57.4 57400
11/13/98 50.25 88.5 88500
11/16/98 51.0625 103.3 103300
11/17/98 51.4375 117.6 117600
11/18/98 53.75 109.4 109400
11/19/98 53 231.3 231300
11/20/98 53.4375 91.9 91900
11/23/98 54.75 101.1 101100
11/24/98 56.8125 81.8 81800
11/25/98 56.8125 60.3 60300
11/27/98 56.6875 8.2 8200
11/30/98 54.8125 50.7 50700
12/1/98 53.875 42.1 42100
12/2/98 52.625 35 35000
12/3/98 51.125 70.3 70300
12/4/98 52 34.9 34900
12/7/98 53.25 60.4 60400
12/8/98 52 81.3 81300
12/9/98 52.1875 30.4 30400
12/10/98 51 150 150000
12/11/98 50.125 122.5 122500
12/14/98 51.4375 138.2 138200
12/15/98 52.6875 38 38000
12/16/98 54.5625 193.4 193400
12/17/98 54.875 122.8 122800
12/18/98 55.5 147.8 147800
12/21/98 55.0625 98.4 98400
12/22/98 55.4375 49.1 49100
12/23/98 56.1875 43.6 43600
12/24/98 57.4375 32.3 32300
12/28/98 58.0625 60.1 60100
12/29/98 57.9375 45.2 45200
12/30/98 58.375 127.8 127800
12/31/98 58.25 56 56000
1/4/99 58.5 57.9 57900
1/5/99 58.9375 44.7 44700
1/6/99 59.375 36.1 36100
1/7/99 59.25 48.3 48300
1/8/99 58.25 88.9 88900
1/11/99 56 115.4 115400
1/12/99 54.25 76.2 76200
1/13/99 53.25 55.9 55900
1/14/99 50.5625 102.5 102500
1/15/99 50.25 142.9 142900
1/19/99 54.375 191.4 191400
1/20/99 55.375 90.6 90600
1/21/99 55 82.1 82100
1/22/99 55 105.2 105200
1/25/99 57.5625 51.4 51400
1/26/99 56.5625 46.8 46800
1/27/99 55 30.6 30600
1/28/99 54.8125 37.3 37300
1/29/99 56.3125 68 68000
2/1/99 57.5 96.2 96200
2/2/99 59 181.5 181500
2/3/99 58.9375 123.1 123100
2/4/99 56 80.1 80100
2/5/99 56.25 35.9 35900
2/8/99 58 113.1 113100
2/9/99 58 106.4 106400
2/10/99 57.875 114.1 114100
2/11/99 58.3125 84.6 84600
2/12/99 57.8125 34 34000
2/16/99 57.6875 49.7 49700
2/17/99 53 160.6 160600
2/18/99 54.5 125.4 125400
2/19/99 56.25 107.1 107100
2/22/99 57.0625 222.2 222200
2/23/99 57.375 72.4 72400
2/24/99 58 121.1 121100
2/25/99 56.625 101.5 101500
2/26/99 58 52.8 52800
3/1/99 56.5 119.9 119900
3/2/99 56.75 113 113000
3/3/99 56.6875 228.1 228100
3/4/99 55.8125 132.1 132100
3/5/99 54.875 136 136000
3/8/99 55.4375 60.2 60200
3/9/99 55.0625 166.7 166700
3/10/99 54.875 48.1 48100
3/11/99 54.0625 120.6 120600
3/12/99 52.9375 79.8 79800
3/15/99 52.625 187.4 187400
3/16/99 53 140.4 140400
3/17/99 52.8125 67.6 67600
3/18/99 52.875 365.2 365200
3/19/99 54.3125 113.6 113600
3/22/99 53.5 76.7 76700
3/23/99 55.5 169.7 169700
3/24/99 55 54.8 54800
3/25/99 53.4375 63.6 63600
3/26/99 52.375 60.7 60700
3/29/99 51.9375 92.3 92300
3/30/99 50.625 144.3 144300
3/31/99 55 178.2 178200
4/1/99 54 69.2 69200
4/5/99 52.4375 53.9 53900
4/6/99 50 161.8 161800
4/7/99 51 188.5 188500
4/8/99 50.375 327.1 327100
4/9/99 52.125 306 306000
4/12/99 53.25 90.6 90600
4/13/99 53.5 201 201000
4/14/99 53.6875 98.2 98200
4/15/99 52.25 63.4 63400
4/16/99 52.875 46.8 46800
4/19/99 53 81 81000
4/20/99 54 49.3 49300
4/21/99 54 87 87000
4/22/99 52.4375 101.9 101900
4/23/99 55 86.7 86700
4/26/99 52.125 130.2 130200
4/27/99 53.3125 199 199000
4/28/99 53 70.2 70200
4/29/99 53.125 53.4 53400
4/30/99 52.3125 191.3 191300
5/3/99 52.4375 114.3 114300
5/4/99 51.875 98.1 98100
5/5/99 52.375 113.3 113300
5/6/99 50.1875 91.4 91400
5/7/99 50.25 133.1 133100
5/10/99 50.25 142.6 142600
5/11/99 51.5 299.8 299800
5/12/99 52.375 180.1 180100
5/13/99 51.75 59.4 59400
5/14/99 50.5625 77.2 77200
5/17/99 50.5 87.1 87100
5/18/99 50 132.3 132300
5/19/99 49.8125 207.6 207600
5/20/99 49.9375 66.9 66900
5/21/99 49.9375 89 89000
5/24/99 47.5 169.1 169100
5/25/99 46.5625 284.9 284900
5/26/99 45.625 290 290000
5/27/99 46.625 223.9 223900
5/28/99 47.5 214.6 214600
6/1/99 48.5 385.8 385800
6/2/99 47.75 489.4 489400
6/3/99 47.125 251.1 251100
6/4/99 47 268.5 268500
6/7/99 47.6875 136.9 136900
6/8/99 47.875 428.2 428200
6/9/99 49 160 160000
6/10/99 48.5625 186.4 186400
6/11/99 48.6875 138.3 138300
6/14/99 48.75 116.9 116900
6/15/99 48.375 134.4 134400
6/16/99 48.875 371.3 371300
6/17/99 51.0625 102.1 102100
6/18/99 50.875 77.3 77300
6/21/99 51.375 187.4 187400
6/22/99 52.25 236.1 236100
6/23/99 52 86.6 86600
6/24/99 52 183.1 183100
6/25/99 53.25 205.6 205600
6/28/99 53.0625 75.4 75400
6/29/99 52.25 97.1 97100
6/30/99 52.625 253.5 253500
7/1/99 51.5 90.7 90700
7/2/99 51 357 357000
7/6/99 52.625 119.7 119700
7/7/99 52.625 39.3 39300
7/8/99 53.1875 72.3 72300
7/9/99 53.25 84.7 84700
7/12/99 52.1875 68.9 68900
7/13/99 51.6875 83.2 83200
7/14/99 51.375 102.2 102200
7/15/99 52 63.2 63200
7/16/99 53.0625 130.3 130300
7/19/99 52.625 80.9 80900
7/20/99 52 74 74000
7/21/99 51.6875 76.8 76800
7/22/99 53 44.2 44200
7/23/99 51.5 90.8 90800
7/26/99 50.1875 56.7 56700
7/27/99 50.5625 150.4 150400
7/28/99 50.625 152.7 152700
7/29/99 50.1719 73.3 73300
7/30/99 50.625 24.6 24600
8/2/99 51.75 74.2 74200
8/3/99 51 135.8 135800
8/4/99 50.4375 93.6 93600
8/5/99 51.375 123.7 123700
8/6/99 50.6875 135.7 135700
8/9/99 50.25 112.6 112600
8/10/99 49.75 154.6 154600
8/11/99 49.625 59.6 59600
8/12/99 49.4375 112.2 112200
8/13/99 49.5 84.5 84500
8/16/99 49.375 68.5 68500
8/17/99 48.375 79.7 79700
8/18/99 48.4375 144.6 144600
8/19/99 47.6875 55.9 55900
8/20/99 47.625 67.4 67400
8/23/99 47.5 45.3 45300
8/24/99 47.375 175.5 175500
8/25/99 47.75 59.8 59800
8/26/99 46.4375 79.7 79700
8/27/99 45 86.2 86200
8/30/99 44.625 80.8 80800
8/31/99 43.4375 118.7 118700
9/1/99 45.75 109.4 109400
9/2/99 44.75 78.9 78900
9/3/99 44.9375 67.8 67800
9/7/99 44.75 66.2 66200
9/8/99 45.25 141.6 141600
9/9/99 44.75 34.2 34200
9/10/99 45.25 71.3 71300
9/13/99 43.5625 55 55000
9/14/99 42.375 113.5 113500
9/15/99 42.5 217.8 217800
9/16/99 44.25 219.3 219300
9/17/99 45.6875 80.6 80600
9/20/99 45.375 86.8 86800
9/21/99 45.5625 92.3 92300
9/22/99 46.25 155 155000
9/23/99 47.625 174.5 174500
9/24/99 47.25 140 140000
9/27/99 47.625 97.2 97200
9/28/99 47.0625 100.3 100300
9/29/99 46.25 133.7 133700
9/30/99 49.25 214.6 214600
10/1/99 46.5 155.4 155400
10/4/99 46.625 109.5 109500
10/5/99 46.0625 76 76000
10/6/99 45.6875 204.4 204400
10/7/99 46.5 74.2 74200
10/8/99 45.75 63.4 63400
10/11/99 45 46.1 46100
10/12/99 42.75 191.5 191500
10/13/99 42.25 124.4 124400
10/14/99 41.3125 125.1 125100
10/15/99 39 118.2 118200
10/18/99 39.9375 130.1 130100
10/19/99 39.8125 79.4 79400
10/20/99 38.625 140.3 140300
10/21/99 37.625 182.9 182900
10/22/99 41.1875 367.9 367900
10/25/99 39.75 301.7 301700
10/26/99 42.4375 271.1 271100
10/27/99 43.5 91.3 91300
10/28/99 49 523.3 523300
10/29/99 52.625 570.9 570900
11/1/99 50.25 501.3 501300
11/2/99 51.0625 177 177000
11/3/99 52.3125 196.8 196800
11/4/99 53 169.7 169700
11/5/99 54.5 138.3 138300
11/8/99 52.25 137.6 137600
11/9/99 51.25 75.2 75200
11/10/99 50.6875 102.1 102100
11/11/99 50.125 66.4 66400
11/12/99 51.1875 258.4 258400
11/15/99 52 137.1 137100
11/16/99 53.25 167.4 167400
11/17/99 52.25 283.4 283400
11/18/99 50.5625 84.8 84800
11/19/99 49.9375 182.3 182300
11/22/99 49.9375 138.1 138100
11/23/99 46.4375 250.6 250600
11/24/99 45.375 193.2 193200
11/26/99 45.5 24.6 24600
11/29/99 43.625 129 129000
11/30/99 44.75 153.3 153300
12/1/99 45.875 113.5 113500
12/2/99 46.875 82.1 82100
12/3/99 46.1875 107.1 107100
12/6/99 44.0625 134.4 134400
12/7/99 43.9375 158 158000
12/8/99 43.5 148.2 148200
12/9/99 43.0625 117.4 117400
12/10/99 43.75 186.2 186200
12/13/99 41.75 193.1 193100
12/14/99 41.875 305.7 305700
12/15/99 41.25 173.6 173600
12/16/99 41 245.7 245700
12/17/99 40.5625 289.4 289400
12/20/99 40.375 111 111000
12/21/99 40.75 186.9 186900
12/22/99 40.5 330.9 330900
12/23/99 40.0625 207.4 207400
12/27/99 39.9375 172.5 172500
12/28/99 38.75 251.3 251300
12/29/99 41.5625 255.9 255900
12/30/99 43 170.5 170500
12/31/99 44 72.6 72600
1/3/00 41.375 230.4 230400
1/4/00 40.3125 150.1 150100
1/5/00 39.875 135.8 135800
1/6/00 41.375 187.1 187100
1/7/00 42.9375 213.2 213200
1/10/00 43.25 95.4 95400
1/11/00 43.3125 220.6 220600
1/12/00 42.75 246.1 246100
1/13/00 42.75 164.4 164400
1/14/00 43.5625 189.7 189700
1/18/00 43.1875 240.5 240500
1/19/00 41 202.2 202200
1/20/00 40.0625 216.4 216400
1/21/00 39.8125 161.4 161400
1/24/00 39.75 218.9 218900
1/25/00 38.6875 282.2 282200
1/26/00 38.125 184.5 184500
1/27/00 37.8125 314 314000
1/28/00 38 160.4 160400
1/31/00 40.6875 182 182000
2/1/00 40.375 234.1 234100
2/2/00 40.6875 150 150000
2/3/00 42 164.2 164200
2/4/00 41.5 144.4 144400
2/7/00 39.3125 184.2 184200
2/8/00 37.625 188.8 188800
2/9/00 36.875 256.2 256200
2/10/00 36.9375 275.7 275700
2/11/00 35.6875 254.4 254400
2/14/00 32.9375 510.3 510300
2/15/00 36.5 513.7 513700
2/16/00 36.25 155.8 155800
2/17/00 37 245.5 245500
2/18/00 36.125 134.1 134100
2/22/00 35.9375 90.1 90100
2/23/00 36.75 108.4 108400
2/24/00 36.6875 189.7 189700
2/25/00 34.4375 261.5 261500
2/28/00 35.25 169 169000
2/29/00 35.375 118.8 118800
3/1/00 37.875 158.3 158300
3/2/00 36.375 190.6 190600
3/3/00 34.25 147.8 147800
3/6/00 33.125 137.9 137900
3/7/00 31.25 293.5 293500
3/8/00 30.9375 210.7 210700
3/9/00 30.4375 143.6 143600
3/10/00 30.375 157.4 157400
3/13/00 29.75 143.8 143800
3/14/00 30.6875 184.4 184400
3/15/00 31.75 236.3 236300
3/16/00 38.125 518.4 518400
3/17/00 35 309.9 309900
3/20/00 36 235.1 235100
3/21/00 40.5 303.5 303500
3/22/00 38.8125 205.5 205500
3/23/00 43.125 204.6 204600
3/24/00 42.5625 219.8 219800
3/27/00 40.5 146.6 146600
3/28/00 40.375 161.8 161800
3/29/00 41.625 193.4 193400
3/30/00 45.0625 286 286000
3/31/00 46.875 1964 1964000
4/3/00 47.5 421.9 421900
4/4/00 47.9375 566 566000
4/5/00 47.625 367.1 367100
4/6/00 48.1875 287 287000
4/7/00 48 329.9 329900
4/10/00 48 253.6 253600
4/11/00 47.8125 134.6 134600
4/12/00 48.875 162.1 162100
4/13/00 48.0625 232 232000
4/14/00 46.9375 376.7 376700
4/17/00 47.8125 227.5 227500
4/18/00 47.625 424.8 424800
4/19/00 47.125 390.5 390500
4/20/00 47.9375 228.7 228700
4/24/00 50 602 602000
4/25/00 48.9375 761 761000
4/26/00 48.0625 391.5 391500
4/27/00 48.4375 172 172000
4/28/00 49.25 417.9 417900
5/1/00 48.9375 527.6 527600
5/2/00 48.625 457.1 457100
5/3/00 47.875 276.6 276600
5/4/00 48.1875 199.2 199200
5/5/00 49.4375 449 449000
5/8/00 49.875 357 357000
5/9/00 50 739.5 739500
5/10/00 48.75 276.6 276600
5/11/00 48.875 145.3 145300
5/12/00 49.3125 78.3 78300
5/15/00 49.6875 229.9 229900
</TABLE>
<PAGE> 9
<PAGE> 10
HARTFORD LIFE, INC.
HLI PRICE/VOLUME ANALYSIS
<TABLE>
<CAPTION>
Date Price Volume
- ---- ----- ------
<S> <C> <C>
1/3/00 41.375 230.4
1/4/00 40.313 150.1
1/5/00 39.875 135.8
1/6/00 41.375 187.1
1/7/00 42.938 213.2
1/10/00 43.25 95.4
1/11/00 43.313 220.6
1/12/00 42.75 246.1
1/13/00 42.75 164.4
1/14/00 43.563 189.7
1/18/00 43.188 240.5
1/19/00 41 202.2
1/20/00 40.063 216.4
1/21/00 39.813 161.4
1/24/00 39.75 218.9
1/25/00 38.688 282.2
1/26/00 38.125 184.5
1/27/00 37.813 314
1/28/00 38 160.4
1/31/00 40.688 182
2/1/00 40.375 234.1
2/2/00 40.688 150
2/3/00 42 164.2
2/4/00 41.5 144.4
2/7/00 39.313 184.2
2/8/00 37.625 188.8
2/9/00 36.875 256.2
2/10/00 36.938 275.7
2/11/00 35.688 254.4
2/14/00 32.938 510.3
2/15/00 36.5 513.7
2/16/00 36.25 155.8
2/17/00 37 245.5
2/18/00 36.125 134.1
2/22/00 35.938 90.1
2/23/00 36.75 108.4
2/24/00 36.688 189.7
2/25/00 34.438 261.5
2/28/00 35.25 169
2/29/00 35.375 118.8
3/1/00 37.875 158.3
3/2/00 36.375 190.6
3/3/00 34.25 147.8
3/6/00 33.125 137.9
3/7/00 31.25 293.5
3/8/00 30.938 210.7
3/9/00 30.438 143.6
3/10/00 30.375 157.4
3/13/00 29.75 143.8
3/14/00 30.688 184.4
3/15/00 31.75 236.3
3/16/00 38.125 518.4
3/17/00 35 309.9
3/20/00 36 235.1
3/21/00 40.5 303.5
3/22/00 38.813 205.5
3/23/00 43.125 204.6
3/24/00 42.563 219.8
3/27/00 40.5 146.6
3/28/00 40.375 161.8
3/29/00 41.625 193.4
3/30/00 45.063 286
3/31/00 46.875 1963.7
4/3/00 47.5 421.9
4/4/00 47.938 566
4/5/00 47.625 367.1
4/6/00 48.188 287
4/7/00 48 329.9
4/10/00 48 253.6
4/11/00 47.813 134.6
4/12/00 48.875 162.1
4/13/00 48.063 232
4/14/00 46.938 376.7
4/17/00 47.813 227.5
4/18/00 47.625 424.8
4/19/00 47.125 390.5
4/20/00 47.938 228.7
4/24/00 50 602
4/25/00 48.938 761
4/26/00 48.063 391.5
4/27/00 48.438 172
4/28/00 49.25 417.9
5/1/00 48.938 527.6
5/2/00 48.625 457.1
5/3/00 47.875 276.6
5/4/00 48.188 199.2
5/5/00 49.438 449
5/8/00 49.875 357
5/9/00 50 739.5
5/10/00 48.75 276.6
5/11/00 48.875 145.3
5/12/00 49.313 78.3
5/15/00 49.688 229.9
</TABLE>
<TABLE>
<CAPTION>
HIGH LOW AVERAGE
------ ------ -------
<S> <C> <C> <C>
Year to Date............ $50.00 $29.75 $41.53
Prior Month(1).......... 45.06 29.75 36.26
Prior Week(1)........... 45.06 40.38 42.03
3/31 to 5/15(2)......... 50.50 45.75 48.41
</TABLE>
(1) Prior to announcement of HIG offer on 3/31/00
(2) Includes intraday prices for high and low
<PAGE> 11
HLI PRICE PERFORMANCE HARTFORD LIFE, INC.
ONE YEAR STOCK PRICE VS. 30 DAY MOVING AVERAGE
<TABLE>
<S> <C> <C>
5/14/99 50.5625 52.24583
5/17/99 50.5 52.18125
5/18/99 50 52.18125
5/19/99 49.8125 52.14167
5/20/99 49.9375 52.12708
5/21/99 49.9375 52.05417
5/24/99 47.5 51.8625
5/25/99 46.5625 51.63125
5/26/99 45.625 51.3625
5/27/99 46.625 51.175
5/28/99 47.5 50.99583
6/1/99 48.5 50.84583
6/2/99 47.75 50.6375
6/3/99 47.125 50.40833
6/4/99 47 50.22708
6/7/99 47.6875 49.98333
6/8/99 47.875 49.84167
6/9/99 49 49.69792
6/10/99 48.5625 49.55
6/11/99 48.6875 49.40208
6/14/99 48.75 49.28333
6/15/99 48.375 49.14792
6/16/99 48.875 49.04792
6/17/99 51.0625 49.00417
6/18/99 50.875 49.02708
6/21/99 51.375 49.06458
6/22/99 52.25 49.13125
6/23/99 52 49.14792
6/24/99 52 49.13542
6/25/99 53.25 49.18542
6/28/99 53.0625 49.26875
6/29/99 52.25 49.32708
6/30/99 52.625 49.41458
7/1/99 51.5 49.47083
7/2/99 51 49.50625
7/6/99 52.625 49.59583
7/7/99 52.625 49.76667
7/8/99 53.1875 49.9875
7/9/99 53.25 50.24167
7/12/99 52.1875 50.42708
7/13/99 51.6875 50.56667
7/14/99 51.375 50.6625
7/15/99 52 50.80417
7/16/99 53.0625 51.00208
7/19/99 52.625 51.18958
7/20/99 52 51.33333
7/21/99 51.6875 51.46042
7/22/99 53 51.59375
7/23/99 51.5 51.69167
7/26/99 50.1875 51.74167
7/27/99 50.5625 51.80208
7/28/99 50.625 51.87708
7/29/99 50.1719 51.92031
7/30/99 50.625 51.90573
8/2/99 51.75 51.9349
8/3/99 51 51.9224
8/4/99 50.4375 51.86198
8/5/99 51.375 51.84115
8/6/99 50.6875 51.7974
8/9/99 50.25 51.6974
8/10/99 49.75 51.58698
8/11/99 49.625 51.49948
8/12/99 49.4375 51.39323
8/13/99 49.5 51.32656
8/16/99 49.375 51.2724
8/17/99 48.375 51.13073
8/18/99 48.4375 50.99115
8/19/99 47.6875 50.80781
8/20/99 47.625 50.62031
8/23/99 47.5 50.46406
8/24/99 47.375 50.32031
8/25/99 47.75 50.19948
8/26/99 46.4375 50.01406
8/27/99 45 49.74531
8/30/99 44.625 49.47865
8/31/99 43.4375 49.19323
9/1/99 45.75 48.99531
9/2/99 44.75 48.72031
9/3/99 44.9375 48.50156
9/7/99 44.75 48.32031
9/8/99 45.25 48.14323
9/9/99 44.75 47.9474
9/10/99 45.25 47.78333
9/13/99 43.5625 47.54792
9/14/99 42.375 47.23542
9/15/99 42.5 46.95208
9/16/99 44.25 46.74583
9/17/99 45.6875 46.55625
9/20/99 45.375 46.37917
9/21/99 45.5625 46.22292
9/22/99 46.25 46.10625
9/23/99 47.625 46.03958
9/24/99 47.25 45.96667
9/27/99 47.625 45.90417
9/28/99 47.0625 45.82708
9/29/99 46.25 45.75625
9/30/99 49.25 45.78333
10/1/99 46.5 45.74375
10/4/99 46.625 45.71042
10/5/99 46.0625 45.6625
10/6/99 45.6875 45.60625
10/7/99 46.5 45.56458
10/8/99 45.75 45.54167
10/11/99 45 45.54167
10/12/99 42.75 45.47917
10/13/99 42.25 45.43958
10/14/99 41.3125 45.29167
10/15/99 39 45.1
10/18/99 39.9375 44.93333
10/19/99 39.8125 44.76875
10/20/99 38.625 44.54792
10/21/99 37.625 44.31042
10/22/99 41.1875 44.175
10/25/99 39.75 44.04792
10/26/99 42.4375 44.05
10/27/99 43.5 44.08333
10/28/99 49 44.24167
10/29/99 52.625 44.47292
11/1/99 50.25 44.63542
11/2/99 51.0625 44.81875
11/3/99 52.3125 45.02083
11/4/99 53 45.2
11/5/99 54.5 45.44167
11/8/99 52.25 45.59583
11/9/99 51.25 45.73542
11/10/99 50.6875 45.88333
11/11/99 50.125 45.9125
11/12/99 51.1875 46.06875
11/15/99 52 46.24792
11/16/99 53.25 46.4875
11/17/99 52.25 46.70625
11/18/99 50.5625 46.84167
11/19/99 49.9375 46.98125
11/22/99 49.9375 47.14583
11/23/99 46.4375 47.26875
11/24/99 45.375 47.37292
11/26/99 45.5 47.5125
11/29/99 43.625 47.66667
11/30/99 44.75 47.82708
12/1/99 45.875 48.02917
12/2/99 46.875 48.30417
12/3/99 46.1875 48.58958
12/6/99 44.0625 48.68542
12/7/99 43.9375 48.825
12/8/99 43.5 48.86042
12/9/99 43.0625 48.84583
12/10/99 43.75 48.67083
12/13/99 41.75 48.30833
12/14/99 41.875 48.02917
12/15/99 41.25 47.70208
12/16/99 41 47.325
12/17/99 40.5625 46.91042
12/20/99 40.375 46.43958
12/21/99 40.75 46.05625
12/22/99 40.5 45.69792
12/23/99 40.0625 45.34375
12/27/99 39.9375 45.00417
12/28/99 38.75 44.58958
12/29/99 41.5625 44.24167
12/30/99 43 43.9
12/31/99 44 43.625
1/3/00 41.375 43.31875
1/4/00 40.3125 42.99792
1/5/00 39.875 42.6625
1/6/00 41.375 42.49375
1/7/00 42.9375 42.4125
1/10/00 43.25 42.3375
1/11/00 43.3125 42.32708
1/12/00 42.75 42.26042
1/13/00 42.75 42.15625
1/14/00 43.5625 42.04583
1/18/00 43.1875 41.94583
1/19/00 41 41.84375
1/20/00 40.0625 41.71458
1/21/00 39.8125 41.59167
1/24/00 39.75 41.48125
1/25/00 38.6875 41.3125
1/26/00 38.125 41.19167
1/27/00 37.8125 41.05625
1/28/00 38 40.94792
1/31/00 40.6875 40.9375
2/1/00 40.375 40.93125
2/2/00 40.6875 40.94167
2/3/00 42 40.98333
2/4/00 41.5 41.01667
2/7/00 39.3125 40.99167
2/8/00 37.625 40.91458
2/9/00 36.875 40.85208
2/10/00 36.9375 40.69792
2/11/00 35.6875 40.45417
2/14/00 32.9375 40.08542
2/15/00 36.5 39.92292
2/16/00 36.25 39.7875
2/17/00 37 39.69167
2/18/00 36.125 39.51667
2/22/00 35.9375 39.28333
2/23/00 36.75 39.06667
2/24/00 36.6875 38.84583
2/25/00 34.4375 38.56875
2/28/00 35.25 38.31875
2/29/00 35.375 38.04583
3/1/00 37.875 37.86875
3/2/00 36.375 37.71458
3/3/00 34.25 37.52083
3/6/00 33.125 37.29792
3/7/00 31.25 37.01458
3/8/00 30.9375 36.75625
3/9/00 30.4375 36.5
3/10/00 30.375 36.25208
3/13/00 29.75 35.97708
3/14/00 30.6875 35.64375
3/15/00 31.75 35.35625
3/16/00 38.125 35.27083
3/17/00 35 35.0375
3/20/00 36 34.85417
3/21/00 40.5 34.89375
3/22/00 38.8125 34.93333
3/23/00 43.125 35.14167
3/24/00 42.5625 35.32917
3/27/00 40.5 35.48958
3/28/00 40.375 35.7375
3/29/00 41.625 35.90833
3/30/00 45.0625 36.20208
3/31/00 46.875 36.53125
4/3/00 47.5 36.91042
4/4/00 47.9375 37.31042
4/5/00 47.625 37.67292
4/6/00 48.1875 38.05625
4/7/00 48 38.50833
4/10/00 48 38.93333
4/11/00 47.8125 39.34792
4/12/00 48.875 39.71458
4/13/00 48.0625 40.10417
4/14/00 46.9375 40.52708
4/17/00 47.8125 41.01667
4/18/00 47.625 41.5625
4/19/00 47.125 42.10208
4/20/00 47.9375 42.68542
4/24/00 50 43.33958
4/25/00 48.9375 43.97917
4/26/00 48.0625 44.55833
4/27/00 48.4375 45.11458
4/28/00 49.25 45.48542
5/1/00 48.9375 45.95
5/2/00 48.625 46.37083
5/3/00 47.875 46.61667
5/4/00 48.1875 46.92917
5/5/00 49.4375 47.13958
5/8/00 49.875 47.38333
5/9/00 50 47.7
5/10/00 48.75 47.97917
5/11/00 48.875 48.22083
5/12/00 49.3125 48.3625
5/15/00 49.6875 48.45625
</TABLE>
(1) Day prior to communication of HIG offer to HLI
(2) Day prior to announcement of HIG offer
<PAGE> 12
HARTFORD LIFE, INC.
HLI RELATIVE PRICE PERFORMANCE: 2000 YTD
HARTFORD LIFE RELATIVE TO THE SSB LIFE INSURANCE INDEX AND THE S&P 500
[Chart]
<TABLE>
<CAPTION>
Date HLI SSB Life Insurance Index S&P 500
- ---- --- ------------------------ -------
<S> <C> <C> <C>
36528 100 100 100
36529 97.432 96.6005 96.1655
36530 96.3746 95.4689 96.3504
36531 100 96.2164 96.4425
36532 103.7764 98.0119 99.0551
36535 104.5317 96.4338 100.1636
36536 104.6828 95.6245 98.8552
36537 103.3233 94.8186 98.4215
36538 103.3233 96.3956 99.6193
36539 105.287 98.4403 100.6824
36543 104.3807 95.0774 99.9945
36544 99.0937 92.9618 100.0467
36545 96.8278 89.6463 99.3369
36546 96.2236 86.6183 99.0476
36549 96.0725 86.0715 96.3105
36550 93.5045 85.2448 96.8946
36551 92.145 88.2423 96.4864
36552 91.3897 88.2513 96.1064
36553 91.8429 86.7281 93.4677
36556 98.3384 88.9343 95.8247
36557 97.5831 89.5044 96.8431
36558 98.3384 89.1089 96.8321
36559 101.5106 88.4324 97.9213
36560 100.3021 87.2707 97.8801
36563 95.0151 85.4462 97.8711
36564 90.9366 86.6804 99.0723
36565 89.1239 83.8476 97.0094
36566 89.2749 80.4223 97.3619
36567 86.2538 81.7372 95.3203
36570 79.6073 79.7668 95.5141
36571 88.2175 81.6816 96.3463
36572 87.6133 80.8468 95.3581
36573 89.426 80.0152 95.3979
36574 87.3112 77.826 92.5008
36578 86.858 77.8631 92.9186
36579 88.8218 77.744 93.5041
36580 88.6707 75.3861 93.0052
36581 83.2326 74.9403 91.626
36584 85.1964 75.8657 92.6355
36585 85.4985 76.4695 93.8978
36586 91.5408 77.2192 94.7754
36587 87.9154 75.433 94.952
36588 82.7795 76.0146 96.8355
36591 80.0604 74.6744 95.6062
36592 75.5287 73.504 93.1557
36593 74.7734 71.7481 93.9171
36594 73.565 71.9956 96.3215
36595 73.4139 70.7245 95.8666
36598 71.9033 69.3391 95.0798
36599 74.1692 69.2002 93.3983
36600 76.7372 73.7736 95.666
36601 92.145 79.0229 100.2233
36602 84.5921 78.4566 100.6356
36605 87.0091 77.6358 100.0969
36606 97.8852 82.0357 102.656
36607 93.8066 83.4608 103.1212
36608 104.2296 87.1586 104.9566
36609 102.8701 89.0812 104.9642
36612 97.8852 85.8325 104.7168
36613 97.5831 85.2112 103.6084
36614 100.6042 85.8424 103.6627
36615 108.9124 89.4205 102.2471
36616 113.2931 88.806 102.9796
36619 114.8036 91.0626 103.4874
36620 115.861 88.8618 102.7151
36621 115.1057 87.3255 102.2093
36622 116.4653 87.343 103.1693
36623 116.0121 83.9223 104.2007
36626 116.0121 84.8527 103.3837
36627 115.5589 86.2778 103.1177
36628 118.1269 88.0326 100.8212
36629 116.1631 88.3632 98.9892
36630 113.4441 81.8169 93.2203
36633 115.5589 80.7277 96.3043
36634 115.1057 82.7812 99.0648
36635 113.8973 81.9377 98.0931
36636 115.861 83.9407 98.5789
36640 120.8459 85.1754 98.2573
36641 118.2779 88.2142 101.5269
36642 116.1631 86.2297 100.3965
36643 117.0695 83.3605 100.6666
36644 119.0332 87.4844 99.8083
36647 118.2779 89.024 100.8954
36648 117.5227 87.3103 99.3864
36649 115.71 85.0996 97.243
36650 116.4653 85.4212 96.863
36651 119.4864 85.0728 98.4477
36654 120.5438 85.5188 97.8663
36655 120.8459 85.6401 97.0396
36656 117.8248 85.1729 95.0406
36657 118.1269 85.8456 96.7421
36658 119.1843 88.0578 97.6457
36661 120.0906 90.5451 99.8035
</TABLE>
Note: Daily data from 1/03/00 through 5/15/00.
<PAGE> 13
HARTFORD LIFE, INC.
HLI RELATIVE PRICE PERFORMANCE: 3/30/00 - 5/15/00
HARTFORD LIFE RELATIVE TO SELECTED PEER GROUP
[Chart]
<TABLE>
<CAPTION>
HLI AXF AGC LNC NFS JP
--- --- --- --- --- --
<S> <C> <C> <C> <C> <C> <C>
03/30/00 100 100 100 100 100 100
03/31/00 104.0222 98.4563 98.2495 95.7143 106.364 101.2357
04/03/00 105.4092 101.0292 105.0328 94.4643 112.727 97.5285
04/04/00 106.38 100.8576 100.9847 94.6429 105.455 95.7224
04/05/00 105.6865 100.5146 98.0306 93.9286 105.227 94.8669
04/06/00 106.9348 100.5146 98.4683 89.8214 103.409 95.1521
04/07/00 106.5187 94.3396 95.186 88.0357 101.136 91.73
04/10/00 106.5187 96.0549 96.1707 88.3929 103.409 92.4905
04/11/00 106.1026 96.741 98.6871 90.5357 105.227 92.9658
04/12/00 108.4605 97.9417 101.3129 93.9286 106.591 93.9164
04/13/00 106.6574 96.0549 100.8753 99.1071 106.364 96.1027
04/14/00 104.1609 85.2487 94.3107 89.8214 98.8636 90.2091
04/17/00 106.1026 83.1904 92.0131 89.8214 95.4545 91.0646
04/18/00 105.6865 87.8216 94.2013 90.8929 99.5455 92.4905
04/19/00 104.577 86.7924 93.1072 91.9643 96.8182 91.3498
04/20/00 106.38 89.0223 95.186 95 99.5455 93.6312
04/24/00 110.957 90.0515 96.7177 98.75 104.773 94.2015
04/25/00 108.5992 90.223 102.2976 95.5357 113.409 97.3384
04/26/00 106.6574 87.4786 100.547 90.8929 103.864 95.2471
04/27/00 107.4896 86.1063 96.4989 88.5714 96.3636 92.3954
04/28/00 109.2926 89.5369 98.0306 99.4643 101.364 101.2357
05/01/00 108.5992 92.2813 99.5624 99.8214 106.818 103.0418
05/02/00 107.9057 95.3688 97.3742 100.3571 105.909 97.9087
05/03/00 106.2413 93.3105 96.0613 94.1071 102.5 94.2966
05/04/00 106.9348 93.1389 96.1707 94.6429 99.0909 95.4373
05/05/00 109.7087 95.3688 94.5295 95.7143 97.5 94.962
05/08/00 110.6796 100.1715 93.9825 95.3571 99.0909 94.1065
05/09/00 110.957 100.1715 94.4201 95.5357 97.9545 93.6312
05/10/00 108.1831 96.5695 95.0766 96.4286 97.2727 93.1559
05/11/00 108.4605 95.1973 96.7177 96.7857 100.455 94.0114
05/12/00 109.4313 97.9417 99.1247 100.7143 98.1818 96.0076
05/15/00 110.2635 101.2007 101.86 103.9286 98.1818 98.384
</TABLE>
Note: Daily data from 3/30/00 through 5/15/00.
<PAGE> 14
PEER GROUP REGRESSION ANALYSIS HARTFORD LIFE, INC.
PRICE TO BOOK VALUE RELATIVE TO ROE
[CHART]
REGRESSION ANALYSIS
<TABLE>
<CAPTION>
MKL 2001E ROACE
- --- -----------
<S> <C> <C> <C>
AXA Financial, Inc. AXF 19.0 % 2.47 x
American General Corporation AGC 18.0 % 1.94 x
Lincoln National Corporation LNC 14.7 % 1.46 x
John Hancock Financial Services, Inc. JHF 14.8 % 1.25 x
Nationwide Financial Services, Inc. NFS 16.5 % 1.36 x
Stancorp Financial Group, Inc. SFG 10.3 % 1.10 x
Hartford Life, Inc. HLI 20.7 % 2.50 x
---------------------------------------
Max 20.7 % 2.50 x
Min 10.3 % 1.10 x
---------------------------------------
15.2 % 1.15 x
11.9 % 1.48 x
15.4 % 1.35 x
11.8 % 1.11 x
12.0 % 1.00 x
14.9 % 1.39 x
</TABLE>
(1) Latest Book value as of 3/31/00.
Source: Based on Comparable Company Analysis data on page 24.
<PAGE> 15
HARTFORD LIFE, INC.
PROGRESSION OF SELECTED EARNINGS FORECASTS
<TABLE>
<CAPTION>
FIRST CALL 2000E MEDIAN EARNINGS EST.
-------------------------------------
1/1/00 5/15/00 % CHANGE
---------- ----------- ----------
<S> <C> <C> <C>
American General Corporation $ 5.20 $ 5.20 0.0%
AXA Financial, Inc. 2.48 2.87 15.7
John Hancock Financial Services, Inc. 2.00(1) 2.40 20.0
Lincoln National Corporation 3.45 3.48 0.9
Nationwide Financial Services, Inc. 3.40 3.45 1.5
Stancorp Financial Group, Inc. 2.65 2.83 6.8
Hartford Life, Inc. 3.74 4.05 8.3
</TABLE>
- ---------------
(1) John Hancock's earnings estimate as of January 27, 2000.
Source: First Call
<PAGE> 16
HARTFORD LIFE - SELECTED EQUITY RESEARCH VIEWS HARTFORD LIFE, INC.
<TABLE>
<CAPTION>
2000E 2001E RECOMMENDATION/
FIRM (ANALYST) CURRENT PREVIOUS CURRENT PREVIOUS PRICE TARGET
- -------------- ------- -------- ------- -------- ---------------
<S> <C> <C> <C> <C> <C>
LANGEN MCALENNEY (Robert Glasspiegel) $4.20 $3.95 $4.55 $4.45 NA
BANC OF AM. SECURITIES (Jason Zucker) 4.12 3.75 4.68 4.26 Buy/$55(4/25/00)
J.P. MORGAN (Michelle Giordano) 4.12 3.77 4.61 4.27 Market Perform
MORGAN STANLEY (Michael Blumstein) 4.08 3.78 4.58 4.30 Outperform/$59(4/25/00)
FOX-PITT, KELTON (Ronald McIntosh) 4.07 4.05 4.58 4.55 NA
ROBINSON-HUMPHREY (David Lewis) 4.07 3.80 4.65 4.35 Buy/$60(4/25/00)
A.G. EDWARDS (Jeffrey Hopson) 4.05 3.75 4.60 4.25 Accumulate
DLJ SECURITIES (Vanessa Wilson) 4.05 3.75 4.60 4.25 Buy/$50(4/25/00)
PUTNAM, LOVELL (Alfred M. Capra) 4.05 NA 4.60 NA Hold
CONNING & CO. (P. Goulekas, J. Schuman) 4.00 3.80 4.60 4.30 NA
PAINEWEBBER (Robert Lee) 4.00 3.80 4.55 4.40 Neutral/$53(4/25/00)
SALOMON SMITH BARNEY (Colin Devine) 4.00 3.80 4.50 4.35 Buy/$45(3/24/00)
GOLDMAN SACHS (Joan Zief) 3.90 3.75 4.10 NA Recommend List
WARBURG DILLON READ (Joannne Smith) 3.90 3.80 4.48 4.35 Strong Buy/$53(4/25/00)
ABN AMRO INC. (Steven Schwartz) 3.80 3.70 4.30 NA Outperform/$55(11/02/99)
KEEFE, BRUYETTE (Thomas Gallagher) 3.80 3.70 4.35 NA Market perform
LEHMAN BROTHERS (Eric Berg) 3.80 3.74 NA NA Outperform/$52(12/27/99)
MEDIAN $4.05 $3.78 $4.58 $4.33
</TABLE>
SOURCE: FIRST CALL, BLOOMBERG AS OF MAY 15, 2000.
<PAGE> 17
HARTFORD LIFE, INC.
EQUITY RESEARCH PERSPECTIVES ON HIG OFFER
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED HIG TRANSACTION
FIRM (ANALYST) PRICE EXPECTATION COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Morgan Stanley Low-to-Mid $50 "WE BELIEVE THE FINAL ACQUISITION PRICE WILL BE IN THE
(Michael Blumstein) Range LOW-TO-MID $50 RANGE, AND WE ESTIMATE THAT HIG COULD PAY
THIS AMOUNT WITHOUT DILUTING ITS EARNINGS."
DLJ Securities $50-$54 "We handicap the HIG acquisition of HLI at 70% that HIG
(Vanessa Wilson) raises its bid to $50-$54 versus 30% that no agreement
is reached. THE VERY STRONG FUNDAMENTALS IN EVIDENCE IN THE
HLI QUARTER INCREASE OUR CONVICTION THAT HIG WILL NEED TO
RAISE ITS BID FOR THE MINORITY STUB OF HLI TO $50-$54 FROM
THE CURRENT $44 PRICE."
PaineWebber $52-$54 "We continue to expect HLI's parent company, Hartford
(Robert Lee) Financial, to raise their bid for the 18.5% of HLI shares they
do not already own from the current $44 offer, and given HLI's
strong earnings momentum we expect that this could raise the
bar for HIG. This is why we think that THE OFFER PRICE FOR HLI
COULD REACH $52-$54 PER SHARE VERSUS OUR PRIOR EXPECTATION OF
$50-$52. IF HIG WERE TO OFFER $53 PER SHARE, THE MID-POINT OF
OUR NEW RANGE, THIS WOULD STILL BE ONLY 13X OUR REVISED 2000
EPS ESTIMATE."
Warburg Dillon Read $50 "WE FEEL THIS ACQUISITION PRICE COULD BE ADJUSTED UPWARDS TO
(Michael A. Lewis) REFLECT THE RECENT RUN-UP IN HLI SHARES AND MORE CLOSELY TO
REFLECT THE WORTH OF THIS SUPERIOR LIFE INSURANCE ASSET,
POSSIBLY TO AROUND $50."
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Equity research analysts' reports
<PAGE> 18
HARTFORD LIFE, INC.
EQUITY RESEARCH PERSPECTIVES ON HIG OFFER
<TABLE>
<CAPTION>
Proposed HIG Transaction
Firm (Analyst) Price Expectation Comments
<S> <C> <C>
A.G. Edwards $55-$67 - "We think that this offer reflects a frustration on the part of HIG and HLI
(Jeffrey Hopson) with the recent volatile trading and low valuation of the HLI shares.
Thus, HIG is giving the market an opportunity to get the "sure thing" of
a cash offer. However, WE VIEW THIS AS A LOW-BALL OFFER THAT COULD NOT
BE JUSTIFIED... We think THAT A MINIMUM "FAIR VALUE" FOR HLI WOULD
START AT $55 AND A REASONABLE RANGE WOULD BE $55-$67... We view the
odds of this deal happening are less that 50% as we are unsure that HIG
will be willing to pay a fair price."
Bank of America Securities $55 - "WE EXPECT HARTFORD FINANCIAL'S BID FOR THE REMAINING SHARES OF
(Jason Zucker) HARTFORD LIFE WILL BE AROUND $55 PER SHARE, ABOVE ITS INITIAL OFFER OF
$44 PER SHARE. Although Hartford Financial could bid up to $60 before
any dilution in 2000 (financed with 100% debt), it would increase its
debt-to-capital ratio to approximately 44%, a very high level."
Friedman, Billings, Ramsay & NA - "Expect the transaction to go through. Considering the Hartford's 81.5%
Co. ownership of HLI and its 91% voting control, we believe the transaction
(Bijan Moazami) should go through without any change in the original proposal."
J.P. Morgan $60 - "When evaluating a takeover price for HLI by HIG, we look at what could
(Michelle A. Giordano) HIG pay, what should it pay in this market, and what is it likely to pay?
IN OUR VIEW HIG COULD AFFORD TO PAY OVER $70 PER SHARE AND STILL
HAVE THE DEAL BE ACCRETIVE. WE THINK IT SHOULD PAY $60 PER SHARE
(15-16 TIMES THIS EARNINGS). BUT, WE THINK IT WILL TRY TO GET AWAY
WITH A PRICE WHICH IS MEANINGFULLY LOWER THAN $60 YET MODESTLY
HIGHER THAN THE ORIGINAL $44 OFFERED PRICE."
Merrill Lynch NA - "Given that the median price paid in life insurance deals over the past
(Edward A. Spehar) five years is 17 times forward earnings and that Hartford Life is a much
better-than-average company, the offering price appears too low... EVEN
ACCOUNTING FOR THE LOWER CURRENT VALUATIONS IN THE GROUP, WE BELIEVE
THERE IS A POTENTIAL FOR THE BID TO MOVE HIGHER."
</TABLE>
Source: Equity research analysts' reports
<PAGE> 19
HARTFORD LIFE, INC.
EQUITY RESEARCH PERSPECTIVES ON HIG OFFER
PROPOSED HIG TRANSACTION
PRICE
FIRM (ANALYST) EXPECTATION COMMENTS
Robinson-Humphrey $53-$57 - "Based on our fundamental expectations at
(David O. Lewis) HLI, we expect The Hartford Financial
Services Group (HIG) to boost its current
$44 per share offer for the 18.5% (26
million shares) of Hartford Life that it
does not currently own. WE BELIEVE A MORE
APPROPRIATE OFFER FOR HLI WOULD BE AT
LEAST 13-14 TIMES 2000 ESTIMATED OPERAT-
ING EPS OF $4.07 OR $53-$57 PER SHARE
TODAY."
Warburg Dillon Read $53-$57 - "With a CAGR in earnings of 28% over the
(Joanne A. Smith) past 6 years, a future growth rate anti-
cipated at 15%+, an ROE of 20% and a $152
billion asset base upon which to grow, WE
BELIEVE 11 TIMES estimated 2000E EPS IS
AN INADEQUATE PRICE for a company of
HLI's caliber, regardless of the
advantages inherent in HIG's ownership
status. EVEN AT OUR ESTIMATE OF $53-$57,
WE BELIEVE THE PURCHASE PRICE IS A
TREMENDOUS VALUE FOR HIG AND COULD STILL
PROVE ACCRETIVE IN THE FIRST FULL YEAR
AFTER PURCHASE."
- --------------------------------------------------------------------------------
Source: Equity research analysts' reports
<PAGE> 20
HARTFORD LIFE, INC.
3 HARTFORD LIFE, INC. FUNDAMENTALS
<PAGE> 21
HLI OVERVIEW HARTFORD LIFE, INC.
HLI is generally viewed as a leading asset accumulator or annuity company by
the equity research and investment community
<TABLE>
1999 Net Income(1)
[PIE CHART]
<S> <C>
COLI 6%
Employee Benefits 15%
Individual Life 14%
Investment Products 65%
</TABLE>
(1) Excludes other operations loss of $43 million.
Source: HLI 1999 Form 10K
#3 Life insurer (Total Assets)
#1 Individual variable annuity sales
#1 Individual variable annuity sales through banks
#3 Group disability sales
#4 Group life sales
1,500 national, regional and independent broker/dealers
Approximately 500 banks
Products sold through 24 of the nation's 25 largest retail banks
Proprietary relationships with 4 of the top 10 largest retail banks
Financial Planners
<PAGE> 22
HARTFORD LIFE, INC.
ANALYSTS' VIEW OF COMPETITIVE POSITION
According to published equity analysts' reports, HLI has the following strengths
and faces the following challenges:
STRENGTHS
- - Leading market positions in competitive growth sectors
- Average annual growth in assets of 26% since 1993
- - Strong brand and customer recognition
- Leveraged through multiple distribution channels
- - Attractive business mix
- Consumers' focus on retirement planning and wealth accumulation
expected to be long term trend
- - Consistent, strong operating results
- - Strong mutual fund effort
- - Sound financial position supports future growth
CHALLENGES
- - Increasing competition in core products
- Aging of the annuity book has hurt persistency
- - Dependence on broker/dealer, bank channels for distribution
- - Fundamental challenges and volatility in disability segment
- - Large case group markets increasingly competitive
- - Lack of significant float in common stock
- - Recent investor sector rotation out of life insurance stocks
Source: Equity research analysts' commentary.
<PAGE> 23
HARTFORD LIFE, INC.
HLI HISTORICAL FINANCIAL SUMMARY
<TABLE>
<CAPTION>
------------------------------------- ------ ---------------------------- ------
At or For The Year Ended December 31, At or For Three Months Ended
- --------------- ------------------------------------- CAGR ---------------------------- CAGR
($ in Millions) 1997 1998 1999 97-'99 3/31/99 3/31/00 98-'00
- --------------- ------------------------------------- ------ ---------------------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
ASSETS
Total investments $ 20,970 $ 24,882 $ 21,786 1.9% $ 22,335 $ 21,236 (4.9)%
Deferred policy acquisition costs 3,361 3,842 4,210 11.9 3,938 4,287 8.9
Other assets 7,287 2,670 2,385 (42.8) 2,518 2,183 (13.3)
Separate account assets 69,362 90,628 110,652 26.3 93,725 116,543 24.3
-------- -------- -------- -------- --------
TOTAL ASSETS $100,980 $122,022 $139,033 17.3 $122,516 $144,249 17.7
======== ======== ======== ======== ========
Liabilities
Policyholder liabilities $ 26,078 $ 25,484 $ 23,109 (5.9) $ 22,962 $ 22,049 (4.0)
Long-term debt 650 650 650 0.0 650 650 0.0
Trust preferred securities (TruPS) - 250 250 N/A 250 250 0.0
Other liabilities 2,746 2,517 2,066 (13.3) 2,477 2,292 (7.5)
Separate account liabilities 69,362 90,628 110,652 26.3 93,725 116,543 24.3
-------- -------- -------- -------- --------
TOTAL LIABILITIES 98,836 119,529 136,727 17.6 120,064 141,784 18.1
TOTAL SHAREHOLDERS' EQUITY 2,144 2,493 2,306 3.7 2,452 2,465 0.5
-------- -------- -------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $100,980 $122,022 $139,033 17.3 $122,516 $144,249 17.7
======== ======== ======== ======== ========
INCOME STATEMENT
REVENUES
Premiums and other considerations $ 3,163 $ 3,833 $ 3,979 12.2% $ 934 $ 1,064 13.9%
Net investment income 1,536 1,955 1,562 0.8 401 382 (4.7)
-------- -------- -------- -------- --------
TOTAL OPERATING REVENUES 4,699 5,788 5,541 8.6 1,335 1,446 8.3
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim
adjustment expense 2,671 3,227 3,054 6.9 755 729 (3.4)
Amortization of deferred
acquisition costs 345 441 568 28.3 124 172 38.7
Other expenses 1,203 1,535 1,228 1.0 299 325 8.7
-------- -------- -------- -------- --------
TOTAL BENEFITS, CLAIMS AND
EXPENSES 4,219 5,203 4,850 7.2 1,178 1,226 4.1
Operating income before income
tax expense 480 585 691 20.0 157 220 40.1
Income tax expense 174 199 220 12.4 51 70 37.3
-------- -------- -------- -------- --------
OPERATING INCOME 306 386 471 24.1 106 150 41.5
Net realized capital gains
(losses), after-tax - - (4) N/A - -
-------- --------- -------- -------- --------
NET INCOME $ 306 $ 386 $ 467 23.5 $ 106 $ 150 41.5
======== ========= ======== ======== ========
DILUTED EPS $2.28 $2.75 $3.33 20.9 $0.76 $1.07 40.8
OPERATING ROE (EXCL. FAS 115) 19.4% 18.7% 19.2% 19.0% 19.9%
</TABLE>
Source: Company Reports
<PAGE> 24
HARTFORD LIFE, INC.
HLI SEGMENT RESULTS
<TABLE>
<CAPTION>
SEGMENT ($ IN MILLIONS) 1997 1998 1999 1Q 1999 1Q 2000
- -------------------------------- ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
INVESTMENT PRODUCTS - INDIVIDUAL ANNUITIES
Sales/Deposits $10,404 $10,123 $11,060 $2,637 $2,923
After-tax Operating Income 179 237 293 69 89
Net Revenues(1)/Average Assets 1.45% 1.41% 1.36% 1.40% 1.39%
Operating Expenses(2)/Average Assets 0.34 0.29 0.26 0.26 0.22
After-tax Operating Income(3)/Average Assets 0.37 0.37 0.37 0.38 0.39
INVESTMENT PRODUCTS - OTHER
Sales/Deposits (excluding GIC) $ 2,284 $ 3,129 $ 4,992 $1,106 $1,910
After-tax Operating Income 23 29 37 9 13
Net Revenues(1)/Average Assets 0.87% 1.31% 1.40% 1.60% 1.56%
Operating Expenses(2)/Average Assets 0.53 0.67 0.58 0.67 0.51
After-tax Operating Income(3)/Average Assets 0.16 0.18 0.18 0.20 0.22
INVESTMENT PRODUCTS - TOTAL
Sales/Deposits $12,688 $13,252 $16,052 $3,743 $4,833
After-tax Operating Income 202 266 330 78 102
Net Revenues(1)/Average Assets 1.32% 1.39% 1.37% 1.44% 1.43%
Operating Expenses(2)/Average Assets 0.38 0.37 0.32 0.34 0.28
After-tax Operating Income(3)/Average Assets 0.32 0.33 0.33 0.34 0.36
INDIVIDUAL LIFE
Sales/Deposits $ 140 $ 163 $ 166 $ 32 $ 38
Premiums & Deposits -- -- 980 219 255
After-tax Operating Income 56 65 71 15 18
Net Revenues(1)/Average Assets 11.38% 10.77% 9.22% 8.79% 9.04%
Operating Expenses(2)/Average Assets 3.81 3.52 3.08 2.96 2.96
After-tax Operating Income(3)/Average Assets 1.59 1.57 1.43 1.31 1.30
EMPLOYEE BENEFITS
Premiums & Other Considerations $ 1,538 $ 1,629 $ 1,829 $ 429 $ 467
After-tax Operating Income 58 71 79 17 19
Loss Ratio 85.4% 82.5% 83.1% 83.9% 83.9%
Expense Ratio 20.3 23.2 22.9 21.9 22.5
Combined Ratio 105.6 105.7 106.0 105.8 106.4
After-tax Operating Income as % of Net Revenues 3.4 3.9 3.9 3.6 3.7
COLI
Gross Revenues $ 980 $ 1,567 $ 831 $ 224 $ 165
After-tax Operating Income 27 24 30 6 8
After-tax Operating Income as % of Net Revenues 2.8% 1.5% 3.6% 2.7% 4.8%
OTHER
After-tax Operating Income(3) $ (37) $ (40) $ (43) $ (10) $ 3
NET INCOME $ 306 $ 386 $ 467 $ 106 $ 150
</TABLE>
(1) Net of realized capital gains/(losses) and includes interest credited on
G/A assets.
(2) Includes operating expenses, premiums taxes, licenses and fees and other
miscellaneous expenses.
(3) Defined as after-tax operating income excluding net realized capital gains
or losses.
Source: Company reports.
<PAGE> 25
HARTFORD LIFE, INC.
COMPARATIVE FINANCIAL STATISTICS
The following is a comparison of selected financial statistics for HLI and
selected peer group companies
<PAGE> 26
HARTFORD LIFE, INC.
<TABLE>
<CAPTION>
PEER GROUP
--------- ----------- ----------------------------------------------------------------------
HLI MEDIAN AXF AGC LNC NFS JP JHF RLR
--------- ----------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES:
1999 $ 5,541 $ 6,801 $ 13,338 $ 10,698 $ 6,801 $ 2,815 $ 2,460 $ 7,682 $ 3,039
1998 5,788 6,068 10,796 10,245 6,068 2,494 2,517 6,796 2,831
1997 4,699 4,776 9,702 8,887 4,776 2,227 2,467 6,789 2,466
OPERATING REVENUE GROWTH:
1999/1998 (4.3)% 12.1% 23.5% 4.4% 12.1% 12.9% (2.3)% 13.0% 7.3%
1998/1997 23.2 12.0 11.3 15.3 27.1 12.0 2.0 0.1 14.8
TOTAL ASSETS:
1999 $139,033 $93,054 $207,554 $115,447 $103,096 $93,054 $26,446 $84,456 $24,927
1998 122,022 76,967 159,501 105,107 93,836 74,671 24,338 76,967 22,609
1997 100,980 71,418 151,173 80,620 77,175 59,893 23,131 71,418 21,001
ASSET GROWTH:
1999/1998 13.9% 9.9% 30.1% 9.8% 9.9% 24.6% 8.7% 9.7% 10.3%
1998/1997 20.8 7.8 5.5 30.4 21.6 24.7 5.2 7.8 7.7
OPERATING INCOME GROWTH (1):
5 yr estimated 15.0% 13.0% 15.0% 12.0% 13.0% 15.0% 11.0% 13.0% 13.0%
2000E/1999 21.6 20.6 22.1 13.3 46.8 14.2 11.8 24.4 20.6
1999/1998 21.1 12.2 43.3 12.5 (10.4) 21.1 12.0 12.2 8.6
1998/1997 20.6 15.1 11.6 20.7 NA 26.1 18.6 (0.8) 10.3
ROE (EXCL. FAS 115)
1999 19.2% 16.0% 18.7% 16.0% 9.9% 16.6% 16.8% 13.2% 14.2%
1998 18.7 15.2 15.0 15.4 11.3 15.8 16.4 11.4 15.2
1997 19.4 15.0 15.4 13.6 NA 14.5 15.4 11.3 15.7
</TABLE>
(1) Earnings estimates based on First Call consensus analyst estimates.
Source: Publicly available financial statements.
<PAGE> 27
HARTFORD LIFE, INC.
HLI MARKET POSITION
1999 INDIVIDUAL ANNUITY SALES (SOURCE: VARDS)
<TABLE>
<S> <C>
HLI 10585.6
TIAA-CREF 9288.8
American Skandia 6759.1
Equitable Life 6346.1
American General 6086.7
Nationwide 5956.9
AIG SunAmerica 5827.7
Pacific Life 4573.1
</TABLE>
1999 VARIABLE LIFE SALES (SOURCE: TILLINGHAST VALUE SURVEY)
Note: Single premiums counted at 100%
<TABLE>
<S> <C>
IDS Life 395
HLI 375
Equitable 365
Pacific Life 330
Prudential 325
Aegon Cos. 295
Nationwide 290
New England 250
</TABLE>
1999 GROUP DISABILITY SALES (SOURCE: LIMRA)
<TABLE>
<S> <C>
UnumProvident 562
MetLife 328
HLI 258
CIGNA 185
Standard 128
Prudential 101
CNA 101
Aetna 80
</TABLE>
<PAGE> 28
HARTFORD LIFE, INC.
4 VALUATION
<PAGE> 29
HARTFORD LIFE, INC.
VALUATION APPROACH
THE VALUATION ANALYSIS WHICH FOLLOWS IS BASED ON, AMONG OTHER THINGS, THE
FOLLOWING ITEMS:
- - Due diligence discussions with the management of HLI regarding its business
and prospects
- - An examination of the historical and projected financial results of HLI
- - A review of the trading history of HLI common stock
- - An analysis of trading levels for comparable companies
- - An analysis of premiums paid in other minority buy-in transactions
- - An analysis of comparable M&A transactions and the premiums paid in those
transactions
- - A dividend discount analysis
- - Review of the pro forma financial impact of the transaction to HIG
- - A review of management's economic value and asset adequacy analyses
<PAGE> 30
HLI 2000 EARNINGS PROSPECTS HARTFORD LIFE, INC.
$3.75 13.5 x - Original HLI management plan prepared in October 1999
$3.80 13.3 x - Analyst consensus estimate on 3/27, the day HIG made
offer to HLI
$3.88 13.0 x - Represents 1st quarter actual results released
4/24/00 plus the three remaining quarters of 2000
based on management's original plan
$4.05 12.5 x - Analyst consensus estimate on 5/15/00
$4.28 11.8 x - 2000 earnings estimate based on optimistic market
conditions and outlook for Company (prepared by
management in March 2000)
(1) Based on a price of $50.50.
<PAGE> 31
VALUATION SUMMARY HARTFORD LIFE, INC.
<TABLE>
<CAPTION>
HIG Initial Transaction
Offer of $44.00 Price of $50.50
--------------- ---------------
Valuation Methodology $40.00 $42.00 $44.00 $46.00 $48.00 $50.00 $52.00 $54.00 $56.00 $58.00
- --------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PUBLIC MARKET TRADING VALUE --
NO PREMIUM $40.00------------------$45.00
MINORITY SQUEEZE OUT PREMIUM ANALYSIS
One Week Prior to Announcement ($42.56)
All transactions $47.00-------------------------------------------$58.00
Financial Services transactions $47.00-----------------------------------$56.00
One Month Prior ($35.38)
All transactions $39.00--------------------------$49.00
Financial Services transactions $38.00------------------$47.00
DIVIDEND DISCOUNT ANALYSIS $45.00----------------$50.00
Full Change of Control Premium:
PUBLIC MARKET CONTROL PREMIUM
VALUE(1) $53.00--------------------$60.00
SELECTED M&A TRANSACTIONS(2) $64.00---$77.00
</TABLE>
<TABLE>
<CAPTION>
REFER-
ENCE
IMPLIED MULTIPLES POINT $40.00 $42.00 $44.00 $46.00 $48.00 $50.00 $50.50 $52.00 $54.00 $56.00 $58.00
- ------------------ ------ ------- ------ -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate Transaction
Value $1,042.6 $1,094.7 $1,146.8 $1,199.0 $1,251.1 $1,303.2 $1,316.3 $1,355.3 $1,407.5 $1,459.6 $1,511.7
Price/2000E EPS(3) 4.05 9.9x 10.4x 10.9x 11.4x 11.9x 12.3x 12.5x 12.8x 13.3x 13.8x 14.3x
Price/2001E Earnings(3) 4.58 8.7 9.2 9.6 10.0 10.5 10.9 11.0 11.4 11.8 12.2 12.7
Premium to Closing
Price(4):
1 week prior $42.56 (6.0)% (1.3)% 3.4% 8.1% 12.8% 17.5% 18.6% 22.2% 26.9% 31.6% 36.3%
1 month prior 35.38 13.1 18.7 24.4 30.0 35.7 41.3 42.8 47.0 52.7 58.3 64.0
- ------------------ ------ ------- ------ -------- -------- -------- -------- -------- -------- -------- -------- --------
- -----------------------------------------------------------------------------------------------------------------------------------
HIG EPS ACCRETION -- 4.3% 3.8% 3.3% 2.9% 2.4% 1.9% 1.8% 1.4% 1.0% 0.5% 0.0%
HIG DEBT+PREFERRED/
TOTAL CAPI 33.0% 40.4 40.7 41.0 41.3 41.6 42.0 42.0 42.3 42.6 42.9 43.2
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on a 25-40% control premium applied to the mid-point of the public
market trading value.
(2) Based on a price/2000E earnings multiple of 16-19x.
(3) Median First Call earnings estimates as of May 15, 2000.
(4) Closing price prior to announcement of HIG offer.
<PAGE> 32
HARTFORD LIFE, INC.
PUBLIC MARKET VALUATION
TRADING ANALYSIS
<TABLE>
<CAPTION>
---------------------------------------------------------------------
P/E MULTIPLE
REFERENCE SELECTED RANGE IMPLIED VALUATION
---------------------------------------------------------------------
LOW MIDPOINT HIGH
------ -------- ------
<S> <C> <C> <C> <C> <C>
2000E EPS - Analyst estimates(1) $4.05 9.5 x -- 11.5 x $38.48 $42.53 $46.58
2001E EPS - Analyst estimates(1) $4.58 8.5 x -- 10.5 x $38.93 $43.51 $48.09
</TABLE>
- -------------------
(1) Median of analyst estimates based on First Call as of 5/15/00. See page 10
for detail of analyst estimates.
<PAGE> 33
HARTFORD LIFE, INC.
COMPARABLE COMPANIES ANALYSIS
COMPARABLE VALUATION DATA
<TABLE>
<CAPTION>
MAY 16, 2000
-----------------------------------------------------------------------------------
$ in millions PRICE AS A MULTIPLE TO:
CURRENT 52 WEEK -----------------------
SHARE PERCENT OF --------------- MARKET DIVIDEND BOOK 2000E 2001E 2000E LONG-TERM
COMPANY PRICE 52 WK HIGH HIGH LOW VALUE YIELD VALUE(a) EPS(b) EPS(b) ROE(a) GROWTH RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AXA Financial, Inc. $36.69 96.2% $38.13 $25.50 $16,058 0.3% 2.47x 1.28x 11.5x 19.0% 15.0%
American General
Corporation 58.94 71.7 82.19 45.63 15,147 3.0 1.94 11.3 10.1 18.0 12.0
Lincoln Nation
Corporation 35.56 61.8 57.50 22.63 6,939 3.3 1.46 10.2 9.2 14.7 13.0
John Hancock Financial
Services, Inc. 20.63 92.4 22.31 13.44 6,499 1.5 1.25 8.6 7.9 14.8 13.0
Nationwide Financial
Services, Inc. 27.38 57.4 47.69 19.50 3,520 1.8 1.36 7.9 6.9 16.5 15.0
Stancorp Financial
Group, Inc. 29.69 96.0 30.94 20.94 969 0.8 1.10 10.5 9.4 10.3 12.0
MEDIAN -- -- -- -- -- 1.6% 1.41x 10.4x 9.3x 15.7% 13.0%
AVERAGE -- -- -- -- -- 1.8% 1.60x 10.2 9.2 15.6 13.3
- ---------------------------------------------------------------------------------------------------------------------------------
Hartford Life, Inc. $49.69 90.3% $55.00 $29.38 $6,963 0.7% 2.50x 12.3x 10.8x 20.7% 15.0%
</TABLE>
N.B. Financial data at or for the twelve months ended 3/31/00.
(a) Book value and return on equity shown net of unrealized gains.
(b) Earnings estimates based on median First Call estimates for 2000 and 2001
as of May 16, 2000.
<PAGE> 34
HARTFORD LIFE, INC.
PREMIUM ANALYSIS: PRECEDENT MINORITY BUY-IN TRANSACTIONS
<TABLE>
<CAPTION>
ALL DEALS(1)
BENCHMARK
PRICE PREMIUM RANGE VALUATION RANGE
---------- ------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Time Prior to Announcement LOW(2) MEDIAN HIGH(2) LOW(2) MEDIAN HIGH(2)
------- ------ -------- ------- ------- -------
1 week $42.56 10.7% 20.1% 37.8% $47.12 $51.12 $58.67
1 month 35.38 9.2 22.4 38.8 38.64 43.32 49.12
3 months 43.00 -- 22.4 (4) -- 52.65 (4)
<CAPTION>
FINANCIAL SERVICES DEALS(3)
BENCHMARK
PRICE PREMIUM RANGE VALUATION RANGE
---------- ------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Time Prior to Announcement LOW(2) MEDIAN HIGH(2) LOW(2) MEDIAN HIGH(2)
------- ------ -------- ------- ------- -------
1 week $42.56 10.7% 19.1% 33.3% $47.12 $50.67 $56.74
1 month 35.38 6.0 21.7 35.1 37.50 43.04 47.77
3 months 43.00 -- 21.7 (4) -- 52.31 (4)
</TABLE>
- --------------------------------------------------
(1) All deals include 209 selected minority acquisition transactions announced
since 1992.
(2) Low and High represent the 25th and 75th percentile, respectively of
premiums paid.
(3) Financial Services deals include 65 Financial Institution minority
acquisition transactions announced since 1994.
(4) One month medium used for approximation.
<PAGE> 35
HARTFORD LIFE, INC.
GOING PRIVATE TRANSACTIONS - PREMIUM ANALYSIS
| SALOMON SMITH BARNEY
| HAS ANALYZED THE TERMS
| OF 209 MINORITY
| ACQUISITION
| TRANSACTIONS
| ANNOUNCED SINCE 1992.
<TABLE>
<CAPTION>
ALL TRANSACTIONS
MARKET PREMIUM: ALL DEALS MARKET PREMIUM: LTM DEALS
------------------------- ------------------------------
1 MONTH 1 WEEK 1 MONTH 1 WEEK
--------------------- ------------------------------
<S> <C> <C> <C> <C>
25TH PERCENTILE 9.2% 10.7% 10.8% 10.6%
MEDIAN 22.4 20.1 30.2 22.8
75TH PERCENTILE 38.8 37.8 46.4 42.4
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ALL TRANSACTIONS - CONSIDERATION
25TH PERCENTILE MARKET PREMIUM MEDIAN MARKET PREMIUM 75TH PERCENTILE MARKET PREMIUM
NUMBER OF ------------------------------ --------------------- ------------------------------
TRANSACTIONS 1 MONTH 1 WEEK 1 MONTH 1 WEEK 1 MONTH 1 WEEK
- ------------------------------------- ------------------------------ --------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CASH CONSIDERATION 160 9.4% 12.6% 23.6% 21.9% 40.0% 39.9%
STOCK CONSIDERATION 35 1.8 1.0 14.5 11.8 27.4 19.9
MIXED CONSIDERATION 14 15.3 9.5 23.6 13.6 53.0 48.9
- ------------------------------------- ------------------------------ --------------------- ------------------------------
ALL TRANSACTIONS 209 9.2 10.7 22.4 20.1 38.8 37.8
- ------------------------------------- ------------------------------ --------------------- ------------------------------
</TABLE>
<TABLE>
<CAPTION>
CASH-FOR-STOCK TRANSACTIONS ONLY
ACQUIROR'S 25TH PERCENTILE MARKET PREMIUM MEDIAN MARKET PREMIUM 75TH PERCENTILE MARKET PREMIUM
HOLDINGS AT NUMBER OF ------------------------------ --------------------- ------------------------------
TIME OF OFFER TRANSACTIONS 1 MONTH 1 WEEK 1 MONTH 1 WEEK 1 MONTH 1 WEEK
- ------------------------------------- ------------------------------ --------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
80% AND UP 39 8.4% 11.8% 23.6% 18.8% 38.9% 29.5%
ALL TRANSACTIONS 160 9.4 12.6 23.6 21.9 40.0 39.9
- ------------------------------------- ------------------------------ --------------------- ------------------------------
</TABLE>
<PAGE> 36
HARTFORD LIFE, INC.
GOING PRIVATE TRANSACTIONS -- PREMIUM ANALYSIS [CONT.]
ALL FINANCIAL SERVICES TRANSACTIONS
<TABLE>
<CAPTION>
MARKET PREMIUM: ALL DEALS MARKET PREMIUM: LTM DEALS
------------------------- -------------------------
1 MONTH 1 WEEK 1 MONTH 1 WEEK
------------------------- -------------------------
<S> <C> <C> <C> <C>
25TH PERCENTILE 6.0% 10.7% 3.1% 10.6%
MEDIAN 21.7 19.1 31.7 23.0
75TH PERCENTILE 35.1 33.3 46.4 42.9
- ------------------------------------------------------ -------------------------
</TABLE>
ALL FINANCIAL SERVICES TRANSACTIONS -- CONSIDERATION
<TABLE>
<CAPTION>
25TH PERCENTILE MEDIAN MARKET 75TH PERCENTILE
NUMBER OF MARKET PREMIUM PREMIUM MARKET PREMIUM
TRANSACTIONS 1 MONTH 1 WEEK 1 MONTH 1 WEEK 1 MONTH 1 WEEK
- ----------------------------------- ---------------------- -------------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
CASH CONSIDERATION 53 5.8% 10.7% 21.7% 21.4% 37.5% 37.9%
STOCK CONSIDERATION 9 9.9 10.6 19.9 15.9 29.1 19.1
MIXED CONSIDERATION 3 20.7 17.2 26.1 21.5 44.7 35.2
- ----------------------------------- ---------------------- -------------------- -----------------
ALL TRANSACTIONS 65 6.0 10.7 21.7 19.1 35.1 33.3
- ----------------------------------- ---------------------- -------------------- -----------------
</TABLE>
CASH-FOR-STOCK TRANSACTIONS ONLY
<TABLE>
<CAPTION>
ACQUIROR'S 25TH PERCENTILE MEDIAN MARKET 75TH PERCENTILE
HOLDINGS AT NUMBER OF MARKET PREMIUM PREMIUM MARKET PREMIUM
TIME OF OFFER TRANSACTIONS 1 MONTH 1 WEEK 1 MONTH 1 WEEK 1 MONTH 1 WEEK
- ----------------------------------- ---------------------- -------------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
80% AND UP 15 2.2% 8.9% 14.0% 15.5% 23.2% 25.8%
ALL TRANSACTIONS 53 5.8 10.7 21.7 21.4 37.5 37.9
- ----------------------------------- ---------------------- -------------------- -----------------
</TABLE>
<PAGE> 37
HARTFORD LIFE, INC.
DIVIDEND DISCOUNT ANALYSIS
TERMINAL VALUE BASED ON A MULTIPLE OF FORWARD EARNINGS (2005)
<TABLE>
<CAPTION>
For the year ended December 31,
----------------------------------------------------- Assumed CAGR
Projections 2000 2001 2002 2003 2004 2000-2004
- -------------------------------- -------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Operating Earnings(1) $4.05 $4.58 $5.27 $6.06 $6.97 14.5%
Dividends(2) 0.44 0.50 0.57 0.65 0.75 14.5
</TABLE>
<TABLE>
<CAPTION>
Terminal Value as a Multiple of 2005 Operating Earnings
-------------------------------------------------------------------------------------
9.5x 10.0x 11.0x 12.0x 13.0x 13.5x
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Discount Rate 11.0% $47.25 $49.63 $54.38 $59.14 $63.89 $66.27
12.0 45.22 47.49 52.03 56.58 61.12 63.40
13.0 43.28 45.46 49.81 54.15 58.50 60.67
14.0 41.45 43.53 47.69 51.85 56.01 58.09
15.0 39.71 41.70 45.69 49.67 53.65 55.64
</TABLE>
<TABLE>
<CAPTION>
Terminal Value as a Multiple of 2005 Operating Earnings(3)
Implied 2000E % of 2000E -------------------------------------------------------------------------------------
Earnings Est. Earnings Est. 9.5x 10.0x 11.0x 12.0x 13.0x 13.5x
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$3.85 95.0% $41.12 $43.18 $47.32 $51.45 $55.58 $57.64
3.95 97.5 42.20 44.32 48.56 52.80 57.04 59.16
4.05 100.0 43.28 45.46 49.81 54.15 58.50 60.67
4.15 102.5 44.37 46.59 51.05 55.51 59.96 62.19
4.25 105.0 45.45 47.73 52.30 56.86 61.43 63.71
</TABLE>
(1) Based on First Call median estimates. See page 10.
2002-2005 earnings grown at the median analyst growth rate of 15.0%
(2) Based on the 1999 dividend payout ratio of 10.8%.
(3) Assumes a 13.0% discount rate.
<PAGE> 38
SELECTED PRECEDENT TRANSACTIONS HARTFORD LIFE, INC.
($ in thousands except per share data)
<TABLE>
<CAPTION>
Premium Over Purchase Price as a
Market Multiple of GAAP
-------------- ---------------------------------
Announced/ Target/ Purchase Price Transaction 1 Day 30 Days LTM Estimated Latest
Effective Acquiror Consideration Per Share Aggregate Value Prior Prior Earnings Earnings Book Value
- ------------ -------- ------------- --------- --------- ----------- ----- ------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/1/00 ReliaStar Financial Cash $54.00 $ 5,100,000 $ 6,100,000 75.3% 73.1% 18.9x 15.7x 2.69x
Pending Corp.
ING Groep NV
9/20/99 The Guarantee Life
Companies Inc. Cash & Stock $32.00 $ 309,600 $ 424,600 8.9% 27.4% 21.4x 14.7x 1.46x
12/30/99 Jefferson-Pilot
Corporation
7/9/99 American Heritage
Life Investment
Corp. Cash & Stock $32.25 $ 990,075 $ 1,093,575 19.7% 39.5% 26.2x 22.2x 3.58x
11/2/99 The Allstate
Corporation
11/23/98 Provident Companies,
Inc. Stock $35.13 $ 4,759,600 $ 5,738,000 5.3% 11.5% 15.7x 14.1x 1.40x
6/30/99 Unum Corp.
2/18/99 Transamerica Corp. Cash & Stock $78.00 $10,688,900 $11,788,900 35.4% 39.9% 22.6x 19.4x 1.87x
7/21/99 Aegon NV
8/20/98 SunAmerica Inc. Stock $80.90 $17,693,477 $19,177,851 25.9% 24.8% 34.6x 33.3x 5.96x
1/1/99 American
International Group
5/20/98 Aetna Inc - US N/AP N/AP $ 1,000,000 N/AP N/AP NA NA NA
Individual Life
Business Cash
10/1/98 Lincoln Nation Corp.
8/14/97 Security First Group/ Cash N/AP $ 377,000 $ 377,200 N/AP N/AP 27.7x NA 2.34x
10/30/97 Metropolitan Life
7/28/97 Cigna Corp.
(individual life)/ Cash N/AP $ 1,400,000 $ 1,400,000 N/AP N/AP 17.5x 16.6x 2.63x
1/5/98 Lincoln National Corp.
7/8/97 Equitable of Iowa
Companies/ Stock & Cash $68.00 $ 2,200,000 $ 2,600,000 18.5% 23.6% 17.5x 17.0x 2.67x
10/24/97 ING Group
2/24/97 Chubb Life Ins. Co.
of Amer./ Cash N/AP $ 875,000 $ 875,000 N/AP N/AP 24.3x 16.9x 1.04x
5/13/97 Jefferson-Pilot Corp.
2/13/97 USLIFE Corp./ Stock $49.00 $ 1,736,800 $ 2,311,800 17.4% 43.6% 22.8x 14.2x 1.42x
6/17/97 American General Corp.
08/02/96 First Colony
Corporation/ Cash $36.15 $ 1,782,400 $ 2,037,252 20.5% 19.5% 14.1x 12.6x 1.32x
11/29/96 General Electric
Capital Corp.
04/29/96 Paul Revere Corp./ Stock & Cash $26.00 $ 1,170,000 $ 1,170,000 0.0% 7.2% 13.7x 13.6x 0.84x
3/27/97 Provident Cos.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Median 19.1% 26.1% 21.4x 16.2x 1.87x
Average 22.7% 31.0% 21.3x 17.5x 2.25x
High 75.3% 73.1% 34.6x 33.3x 5.96x
Low 0.0% 7.2% 13.7x 12.6x 0.84x
</TABLE>
<PAGE> 39
HARTFORD LIFE, INC.
MERGER CONSEQUENCES ANALYSIS - PURCHASE
<TABLE>
<CAPTION>
$44.00 $46.00 $48.00 $50.00 $50.50(2) $52.00 $54.00
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
PRICING ANALYSIS
Total Equity Value $1,146.8 $1,199.0 $1,251.1 $1,303.2 $1,316.3 $1,355.3 $1,407.5
Premium to Market (11.4)% (7.4)% (3.4)% 0.6% 1.6% 4.7% 8.7%
Price/2001E EPS 9.6 x 10.0 x 10.5 x 10.9x 11.0x 11.4x 11.8x
Price/3/31/00 BVPS 2.50 2.62 2.73 2.84 2.87 2.96 3.07
Goodwill Created $ 693.4 $ 745.5 $ 797.6 $ 849.7 $ 862.8 $ 901.9 $ 954.0
ACCRETION/(DILUTION) ANALYSIS
HLI 2001E Earnings (1) $ 119.4 $ 119.4 $ 119.4 $ 119.4 $ 119.4 $ 119.4 $ 119.4
HIG 2001E Earnings (1) 1,005.8 1,005.8 1,005.8 1,005.8 1,005.8 1,005.8 1,005.8
-------- -------- -------- -------- -------- -------- --------
Combined Earnings 1,125.2 1,125.2 1,125.2 1,125.2 1,125.2 1,125.2 1,125.2
PURCHASE ACCOUNTING ADJUSTMENTS
Goodwill Amortization 27.1 29.8 31.9 34.0 34.5 36.1 38.2
After-tax Opportunity Cost of Cash 58.1 60.8 63.4 66.1 66.7 68.7 71.4
-------- -------- -------- -------- -------- -------- --------
Total Purchase Accounting Adjustments(3) 85.9 90.6 95.3 100.1 101.2 104.8 109.5
COMBINED EARNINGS $1,039.3 $1,034.6 $1,029.8 $1,025.1 $1,023.9 $1,020.4 $1,015.7
Pro Forma 2001E EPS $4.86 $4.83 $4.81 $4.79 $4.78 $4.77 $4.75
HIG Standalone 2001E EPS 4.70 4.70 4.70 4.70 4.70 4.70 4.70
-------- -------- -------- -------- -------- -------- --------
Incremental EPS $0.16 $0.13 $0.11 $0.09 $0.08 $0.07 $0.05
EPS Accretion 3.3% 2.9% 2.4% 1.9% 1.8% 1.4% 1.0%
HIG CAPITALIZATION
Debt + Preferred/Total Capital (33.0%) 41.0% 41.3% 41.6% 42.0% 42.0% 42.3% 42.6%
</TABLE>
- -----------
NOTE: No synergies assumed.
(1) HLI and HIG 2001E earnings estimate based on median First Call
earnings estimate as of May 15, 2000.
(2) Transaction price
(3) Assumes no balance sheet market value adjustments.
<PAGE> 40
HARTFORD LIFE, INC.
INVESTMENT RETURNS TO INVESTORS: 5/21/97 - 5/15/00
HARTFORD LIFE RELATIVE TO THE SSB LIFE INSURANCE INDEX, THE S&P 500 AND
NATIONWIDE FINANCIAL
[CHART TO COME]
AVERAGE ANNUAL RETURN:
<TABLE>
<S> <C>
HLI ($49.69) 20.7%
S&P 500 20.1
SSB Life Index 12.7
NFS 0.9
</TABLE>
<PAGE> 41
<TABLE>
<CAPTION>
SSB Life
Date HLI HLI Insurance S&P500 NFS
---- --- --- --------- ------ ---
<S> <C> <C> <C> <C> <C> <C>
5/21/1997 28.25 100 100 100 100 100
5/22/1997 32.125 113.7168 99.4363 99.5604 101.9048 113.7168142
5/23/1997 32.125 113.7168 100.6346 100.915 102.381 113.7168142
5/27/1997 32.875 116.3717 99.8938 101.2343 103.8095 116.3716814
5/28/1997 32.625 115.4867 99.7951 100.9364 106.6667 115.4867257
5/29/1997 33.125 117.2566 99.4318 100.5635 105.7143 117.2566372
5/30/1997 33.5 118.5841 101.5039 101.0639 106.6667 118.5840708
6/2/1997 33.875 119.9115 101.3764 100.8352 106.6667 119.9115044
6/3/1997 33.5 118.5841 101.9972 100.7303 108.0952 118.5840708
6/4/1997 33.75 119.469 101.4288 100.0905 112.381 119.4690265
6/5/1997 34 120.354 102.134 100.4861 109.0476 120.3539823
6/6/1997 33.625 119.0265 102.7339 102.2232 110 119.0265487
6/9/1997 33.75 119.469 104.3394 102.8069 108.5714 119.4690265
6/10/1997 33.125 117.2566 106.0461 103.0881 105.2381 117.2566372
6/11/1997 33.5 118.5841 105.9991 103.6004 106.1905 118.5840708
6/12/1997 34.25 121.2389 108.5286 105.2529 106.6667 121.2389381
6/13/1997 33.875 119.9115 108.6231 106.424 110.4762 119.9115044
6/16/1997 35.625 126.1062 109.0524 106.4991 110 126.1061947
6/17/1997 35.875 126.9912 108.9495 106.561 110.4762 126.9911504
6/18/1997 36.25 128.3186 110.3507 105.9224 110 128.3185841
6/19/1997 35.25 124.7788 113.96 106.9864 106.6667 124.7787611
6/20/1997 35.5 125.6637 114.0143 107.071 106.6667 125.6637168
6/23/1997 34.875 123.4513 113.1966 104.6786 105.7143 123.4513274
6/24/1997 36.25 128.3186 114.2479 106.7898 106.6667 128.3185841
6/25/1997 37.125 131.4159 113.4572 105.9141 105.2381 131.4159292
6/26/1997 36.75 130.0885 112.6138 105.2815 103.8095 130.0884956
6/27/1997 36.625 129.646 113.0621 105.7128 100 129.6460177
6/30/1997 37.5 132.7434 111.5811 105.4554 101.9048 132.7433628
7/1/1997 37.5 132.7434 112.2061 106.1572 101.9048 132.7433628
7/2/1997 38.125 134.9558 113.4585 107.706 108.5714 134.9557522
7/3/1997 40 141.5929 115.112 109.2417 113.0952 141.5929204
7/7/1997 39.5 139.823 114.1187 108.6793 116.1905 139.8230088
7/8/1997 38.5 136.2832 113.8378 109.4597 116.1905 136.2831858
7/9/1997 39.25 138.9381 111.5449 108.1241 113.8095 138.9380531
7/10/1997 38.875 137.6106 113.7529 108.8676 113.3333 137.6106195
7/11/1997 39.75 140.708 115.234 109.2131 113.8095 140.7079646
7/14/1997 39 138.0531 114.4871 109.4156 115 138.0530973
7/15/1997 38 134.5133 114.6263 110.2949 111.6667 134.5132743
7/16/1997 39.1875 138.7168 113.1533 111.5852 114.5238 138.7168142
7/17/1997 39.125 138.4956 112.635 110.9918 112.8571 138.4955752
7/18/1997 38.5 136.2832 110.7024 109.0487 113.3333 136.2831858
7/21/1997 37.375 132.3009 111.6337 108.7675 110.9524 132.300885
7/22/1997 38.125 134.9558 113.8633 111.2742 112.8571 134.9557522
7/23/1997 40.9375 144.9115 115.5996 111.5816 116.6667 144.9115044
7/24/1997 40 141.5929 115.1039 112.0248 116.1905 141.5929204
7/25/1997 40.125 142.0354 115.0698 111.8473 116.1905 142.0353982
7/28/1997 39.875 141.1504 114.4008 111.5685 115.7143 141.1504425
7/29/1997 39.75 140.708 115.4138 112.2643 116.1905 140.7079646
7/30/1997 41.75 147.7876 119.0129 113.4557 116.1905 147.7876106
7/31/1997 41.125 145.5752 119.3278 113.6939 115.2381 145.5752212
8/1/1997 41.375 146.4602 116.897 112.8421 116.1905 146.460177
8/4/1997 39 138.0531 117.5907 113.2186 114.0476 138.0530973
8/5/1997 38.6875 136.9469 117.074 113.4652 120 136.9469027
8/6/1997 40.375 142.9204 119.6568 114.4123 119.0476 142.920354
8/7/1997 41 145.1327 118.0438 113.3246 117.619 145.1327434
8/8/1997 39 138.0531 115.2034 111.2218 115.7143 138.0530973
8/11/1997 39 138.0531 116.2661 111.634 114.2857 138.0530973
8/12/1997 38.5 136.2832 115.3408 110.3866 113.0952 136.2831858
8/13/1997 37.3125 132.0796 115.053 109.8493 115.2381 132.079646
8/14/1997 37.25 131.8584 115.7891 110.1769 115.9524 131.8584071
8/15/1997 36.25 128.3186 112.5259 107.3223 114.7619 128.3185841
8/18/1997 36.125 127.8761 113.4842 108.7139 113.0952 127.8761062
8/19/1997 36.375 128.7611 115.3078 110.3247 112.381 128.7610619
8/20/1997 36.6875 129.8673 115.5644 111.914 111.9048 129.8672566
8/21/1997 34.75 123.0088 113.543 110.2103 105 123.0088496
8/22/1997 33.9375 120.1327 112.9315 110.0304 101.4286 120.1327434
8/25/1997 35.5 125.6637 112.5663 109.6277 107.619 125.6637168
8/26/1997 35.9375 127.2124 112.3976 108.777 105.4762 127.2123894
8/27/1997 35.6875 126.3274 111.5614 108.858 107.619 126.3274336
8/28/1997 36.1875 128.0973 111.2638 107.6631 108.5714 128.0973451
8/29/1997 37.3125 132.0796 111.8937 107.1627 105.7143 132.079646
9/2/1997 37 130.9735 115.2737 110.5117 105.4762 130.9734513
9/3/1997 37.875 134.0708 116.8206 110.5451 103.3333 134.0707965
9/4/1997 35.75 126.5487 115.3543 110.9037 104.7619 126.5486726
9/5/1997 35.25 124.7788 116.8343 110.6868 104.7619 124.7787611
9/8/1997 35 123.8938 116.869 110.943 103.3333 123.8938053
9/9/1997 35 123.8938 116.7169 111.2313 113.8095 123.8938053
9/10/1997 35.25 124.7788 115.2172 109.4931 110 124.7787611
9/11/1997 36.125 127.8761 114.7612 108.7258 107.381 127.8761062
9/12/1997 37.75 133.6283 116.2333 110.0745 108.3333 133.6283186
9/15/1997 37.625 133.1858 115.5681 109.5812 109.2857 133.1858407
9/16/1997 37.5625 132.9646 118.5187 112.6634 111.4286 132.9646018
9/17/1997 38.8125 137.3894 120.4705 112.3488 110 137.3893805
9/18/1997 39 138.0531 121.9648 112.86 108.8095 138.0530973
9/19/1997 39.8125 140.9292 121.0824 113.2436 111.4286 140.9292035
9/22/1997 39.3125 139.1593 120.7616 113.8298 113.3333 139.159292
9/23/1997 39.125 138.4956 120.2541 113.4128 114.0476 138.4955752
9/24/1997 38.5 136.2832 118.8275 112.5252 114.0476 136.2831858
9/25/1997 38.625 136.7257 119.2933 111.7424 112.8571 136.7256637
9/26/1997 38.625 136.7257 119.2261 112.6133 113.8095 136.7256637
9/29/1997 38.875 137.6106 118.6722 113.5808 110.9524 137.6106195
9/30/1997 38.4375 136.0619 120.9523 112.8588 106.1905 136.0619469
10/1/1997 38.4375 136.0619 123.1287 113.8274 109.2857 136.0619469
10/2/1997 37.9375 134.292 125.2415 114.429 109.0476 134.2920354
10/3/1997 38.3125 135.6195 126.2946 114.9735 105.2381 135.619469
10/6/1997 39 138.0531 128.0751 115.8861 114.5238 138.0530973
10/7/1997 39 138.0531 129.4249 117.1287 118.0952 138.0530973
10/8/1997 38.875 137.6106 128.6955 116.0231 119.2857 137.6106195
10/9/1997 38.5625 136.5044 127.1389 115.6395 118.3333 136.5044248
10/10/1997 37.9375 134.292 125.211 115.2058 118.8095 134.2920354
10/13/1997 37.5625 132.9646 126.2508 115.3392 120 132.9646018
10/14/1997 36.875 130.531 128.3425 115.599 118.5714 130.5309735
10/15/1997 36.8125 130.3097 126.1017 115.0557 120 130.3097345
10/16/1997 37.9375 134.292 125.6101 113.8083 120 134.2920354
10/17/1997 37.3125 132.0796 125.2565 112.487 115.2381 132.079646
10/20/1997 38 134.5133 126.2183 113.8512 115 134.5132743
10/21/1997 38.875 137.6106 129.1463 115.8373 118.8095 137.6106195
10/22/1997 38.25 135.3982 127.5559 115.3857 122.8571 135.3982301
10/23/1997 37.6875 133.4071 125.3162 113.265 120.9524 133.4070796
10/24/1997 37.5 132.7434 125.2209 112.1868 119.0476 132.7433628
10/27/1997 35 123.8938 115.3663 104.4844 111.9048 123.8938053
10/28/1997 34.625 122.5664 121.0965 109.829 111.1905 122.5663717
10/29/1997 37 130.9735 121.0417 109.5085 117.1429 130.9734513
10/30/1997 36.4375 128.9823 117.4901 107.6643 116.6667 128.9823009
10/31/1997 36.9375 130.7522 118.5584 108.9677 115.9524 130.7522124
11/3/1997 37.5625 132.9646 120.7986 111.8711 117.8571 132.9646018
11/4/1997 37.625 133.1858 121.6372 112.082 122.619 133.1858407
11/5/1997 37.5625 132.9646 120.6515 112.3203 125.2381 132.9646018
11/6/1997 37.5625 132.9646 120.2603 111.7567 124.0476 132.9646018
11/7/1997 37.25 131.8584 118.3235 110.5034 123.8095 131.8584071
11/10/1997 37.25 131.8584 117.9007 109.7433 124.7619 131.8584071
11/11/1997 36.9375 130.7522 117.6956 110.059 125 130.7522124
11/12/1997 36.5 129.2035 115.9122 107.9359 122.619 129.2035398
11/13/1997 36.3125 128.5398 116.5989 109.2107 121.6667 128.539823
11/14/1997 36.4375 128.9823 118.5304 110.6034 122.619 128.9823009
11/17/1997 36.8125 130.3097 120.4731 112.7301 125.4762 130.3097345
11/18/1997 36.625 129.646 119.6498 111.7805 124.5238 129.6460177
11/19/1997 36.9375 130.7522 120.7655 112.5383 123.8095 130.7522124
11/20/1997 36.9375 130.7522 123.0768 114.2527 124.7619 130.7522124
11/21/1997 37 130.9735 124.2385 114.7424 127.1429 130.9734513
11/24/1997 37.25 131.8584 121.0043 112.7861 125.9524 131.8584071
11/25/1997 38 134.5133 120.7995 113.2805 127.619 134.5132743
11/26/1997 38.625 136.7257 121.8078 113.3782 128.8095 136.7256637
11/28/1997 38.375 135.8407 122.7251 113.8262 130.2381 135.840708
12/1/1997 39.375 139.3805 124.6063 116.1339 134.2857 139.380531
12/2/1997 39.625 140.2655 125.1404 115.7658 133.0952 140.2654867
12/3/1997 40 141.5929 125.516 116.3722 136.1905 141.5929204
12/4/1997 40.625 143.8053 124.9047 115.935 136.9048 143.8053097
12/5/1997 40.5 143.3628 125.0028 117.2086 135.2381 143.3628319
12/8/1997 41.375 146.4602 124.8572 117.0394 133.3333 146.460177
12/9/1997 41.0625 145.354 123.3005 116.2542 133.3333 145.3539823
12/10/1997 40.625 143.8053 123.3601 115.5406 131.9048 143.8053097
12/11/1997 40.6875 144.0265 122.3584 113.7714 133.3333 144.0265487
12/12/1997 41.6875 147.5664 122.726 113.5867 135.7143 147.5663717
12/15/1997 41.75 147.7876 125.3289 114.7781 139.5238 147.7876106
12/16/1997 42.1875 149.3363 126.4946 115.3321 142.8571 149.3362832
12/17/1997 41.75 147.7876 126.5368 115.0343 139.2857 147.7876106
12/18/1997 41 145.1327 124.8822 113.8143 138.0952 145.1327434
12/19/1997 40.75 144.2478 123.111 112.7992 139.5238 144.2477876
12/22/1997 40.6875 144.0265 123.4492 113.6236 142.1429 144.0265487
12/23/1997 40.625 143.8053 122.5901 111.8878 143.5714 143.8053097
12/24/1997 42.375 150 121.7527 111.1217 141.6667 150
12/26/1997 42.125 149.115 122.7023 111.5697 142.1429 149.1150442
12/29/1997 42.625 150.885 124.0463 113.5831 141.4286 150.8849558
12/30/1997 44 155.7522 126.2089 115.6657 141.9048 155.7522124
12/31/1997 45.3125 160.3982 125.6529 115.6169 137.619 160.3982301
1/2/1998 44.125 156.1947 125.1844 116.1661 137.619 156.1946903
1/5/1998 42.375 150 125.9655 116.4079 135.2381 150
1/6/1998 42.4375 150.2212 124.4242 115.1582 134.5238 150.2212389
1/7/1998 42.75 151.3274 124.6779 114.8508 138.5714 151.3274336
1/8/1998 43.125 152.6549 124.1231 113.9036 139.2857 152.6548673
1/9/1998 40.6875 144.0265 120.8439 110.5248 135.2381 144.0265487
1/12/1998 40 141.5929 120.946 111.8973 133.8095 141.5929204
1/13/1998 40.8125 144.469 121.3345 113.4354 133.5714 144.4690265
1/14/1998 42.4375 150.2212 122.9808 114.1288 131.9048 150.2212389
1/15/1998 42.5625 150.6637 122.6587 113.2698 133.0952 150.6637168
1/16/1998 43.6875 154.646 125.1144 114.5541 133.0952 154.6460177
1/20/1998 43.9375 155.531 127.2592 116.5902 135.2381 155.5309735
1/21/1998 42.9375 151.9912 127.6126 115.6621 139.5238 151.9911504
1/22/1998 43 152.2124 128.4724 114.7364 139.5238 152.2123894
1/23/1998 42.25 149.5575 128.3118 114.0871 140 149.5575221
1/26/1998 41.5 146.9027 127.8031 114.0108 138.0952 146.9026549
1/27/1998 42.5 150.4425 128.8857 115.4489 136.4286 150.4424779
1/28/1998 42 148.6726 129.2105 116.4544 137.1429 148.6725664
1/29/1998 42.3125 149.7788 128.3484 117.4111 137.8571 149.7787611
1/30/1998 42.8125 151.5487 129.1209 116.7904 139.7619 151.5486726
2/2/1998 44.0625 155.9735 130.957 119.2911 143.3333 155.9734513
2/3/1998 42.75 151.3274 131.0572 119.8547 138.0952 151.3274336
2/4/1998 43.9375 155.531 129.0835 119.9619 137.381 155.5309735
2/5/1998 43.875 155.3097 129.3223 119.5616 138.0952 155.3097345
2/6/1998 44 155.7522 129.9272 120.6243 138.5714 155.7522124
2/9/1998 43.75 154.8673 130.1916 120.4194 144.7619 154.8672566
2/10/1998 43.875 155.3097 130.0233 121.4047 150 155.3097345
2/11/1998 44.6875 158.1858 132.2182 121.5238 151.6667 158.1858407
2/12/1998 45.5625 161.2832 131.4679 122.0159 150 161.2831858
2/13/1998 43.25 153.0973 131.0237 121.5333 153.8095 153.0973451
2/17/1998 43 152.2124 133.7316 121.8514 153.0952 152.2123894
2/18/1998 43.5 153.9823 134.1534 122.9618 155.7143 153.9823009
2/19/1998 43.9375 155.531 134.0623 122.5091 156.4286 155.5309735
2/20/1998 42.125 149.115 134.8517 123.2156 154.2857 149.1150442
2/23/1998 43.5625 154.2035 134.1503 123.6838 164.0476 154.2035398
2/24/1998 42.9375 151.9912 134.394 122.7807 162.8571 151.9911504
2/25/1998 43.5625 154.2035 134.9322 124.2509 164.5238 154.2035398
2/26/1998 43.3125 153.3186 135.346 124.9384 166.4286 153.3185841
2/27/1998 43.0625 152.4336 135.3497 125.0182 167.619 152.4336283
3/2/1998 43.4375 153.7611 135.2976 124.8228 164.7619 153.7610619
3/3/1998 45 159.292 135.9251 125.3375 161.9048 159.2920354
3/4/1998 45.4375 160.8407 137.1009 124.7787 160.4762 160.840708
3/5/1998 45 159.292 135.5906 123.3157 160.4762 159.2920354
3/6/1998 45.9375 162.6106 137.6933 125.7747 161.1905 162.6106195
3/9/1998 45.4375 160.8407 136.9701 125.372 162.8571 160.840708
3/10/1998 46.0625 163.0531 138.2781 126.7945 162.381 163.0530973
3/11/1998 46.75 165.4867 140.7892 127.2973 164.0476 165.4867257
3/12/1998 47.8125 169.2478 142.0064 127.4701 165.4762 169.2477876
3/13/1998 47.5 168.1416 140.0991 127.314 168.0952 168.1415929
3/16/1998 48 169.9115 141.73 128.584 172.619 169.9115044
3/17/1998 48.8125 172.7876 141.3509 128.7246 173.0952 172.7876106
3/18/1998 50 176.9912 142.1958 129.3287 173.8095 176.9911504
3/19/1998 49.625 175.6637 143.1859 129.8314 171.6667 175.6637168
3/20/1998 48.5 171.6814 143.6134 130.9537 169.2857 171.6814159
3/23/1998 48.375 171.2389 142.3915 130.5236 166.4286 171.2389381
3/24/1998 49.125 173.8938 143.9764 131.7269 166.1905 173.8938053
3/25/1998 47.9375 169.6903 144.387 131.2837 164.0476 169.6902655
3/26/1998 47.4375 167.9204 144.948 131.1491 167.381 167.920354
3/27/1998 47.25 167.2566 144.9973 130.5105 169.5238 167.2566372
3/30/1998 46.75 165.4867 143.3553 130.2854 165 165.4867257
3/31/1998 46.5625 164.823 147.0266 131.2623 165.2381 164.8230088
4/1/1998 48.4375 171.4602 145.2539 132.0248 163.8095 171.460177
4/2/1998 50 176.9912 147.1231 133.4378 168.5714 176.9911504
4/3/1998 51.125 180.9735 148.0062 133.7583 174.2857 180.9734513
4/6/1998 51.8125 183.4071 150.5248 133.601 171.9048 183.4070796
4/7/1998 50.125 177.4336 149.16 132.1916 169.2857 177.4336283
4/8/1998 50.1875 177.6549 149.7621 131.2504 170.7143 177.6548673
4/9/1998 50.375 178.3186 153.4102 132.325 169.7619 178.3185841
4/13/1998 51.0625 180.7522 154.2382 132.2083 169.5238 180.7522124
4/14/1998 51.875 183.6283 153.2678 132.9303 175.2381 183.6283186
4/15/1998 51.25 181.4159 156.2417 133.3556 173.0952 181.4159292
4/16/1998 50.5 178.7611 153.6472 132.0272 171.6667 178.7610619
4/17/1998 51.75 183.1858 153.762 133.7607 174.5238 183.1858407
4/20/1998 50.25 177.8761 152.4893 133.8715 173.8095 177.8761062
4/21/1998 50.625 179.2035 153.5775 134.2313 174.0476 179.2035398
4/22/1998 52.0625 184.292 155.7828 134.6923 176.9048 184.2920354
4/23/1998 50.1875 177.6549 155.5557 133.3866 171.6667 177.6548673
4/24/1998 48.625 172.1239 152.6795 131.995 170.7143 172.1238938
4/27/1998 47.25 167.2566 148.3592 129.4502 164.7619 167.2566372
4/28/1998 48.3125 171.0177 148.7498 129.2798 164.7619 171.0176991
4/29/1998 50.5625 178.9823 149.5182 130.414 164.0476 178.9823009
4/30/1998 49.4375 175 150.9819 132.4537 165.2381 175
5/1/1998 50 176.9912 152.363 133.5557 166.6667 176.9911504
5/4/1998 51.3125 181.6372 153.0486 133.6832 170.2381 181.6371681
5/5/1998 52.3125 185.177 153.4656 132.9005 172.381 185.1769912
5/6/1998 51.4375 182.0796 151.2914 131.64 167.381 182.079646
5/7/1998 50 176.9912 149.4481 130.4748 160.7143 176.9911504
5/8/1998 49.8125 176.3274 150.6115 132.0236 163.8095 176.3274336
5/11/1998 48.75 172.5664 149.8923 131.8449 163.0952 172.5663717
5/12/1998 48.8125 172.7876 150.2334 132.935 163.5714 172.7876106
5/13/1998 49 173.4513 152.5195 133.3008 167.381 173.4513274
5/14/1998 48.75 172.5664 151.6172 133.1233 166.4286 172.5663717
5/15/1998 48.1875 170.5752 153.9601 132.0939 167.619 170.5752212
5/18/1998 47.5 168.1416 155.5968 131.7472 166.9048 168.1415929
5/19/1998 46.75 165.4867 154.3808 132.188 169.7619 165.4867257
5/20/1998 48.125 170.354 155.217 133.3246 169.5238 170.3539823
5/21/1998 47.875 169.469 155.6896 132.798 171.4286 169.4690265
5/22/1998 49 173.4513 155.5728 132.3012 169.0476 173.4513274
5/26/1998 50.125 177.4336 153.1409 130.3413 169.2857 177.4336283
5/27/1998 49.625 175.6637 152.3966 130.1281 166.1905 175.6637168
5/28/1998 50.5 178.7611 154.8215 130.7679 169.2857 178.7610619
5/29/1998 51.5 182.3009 152.7174 129.9601 165.4762 182.300885
6/1/1998 50.25 177.8761 153.5281 129.9792 169.5238 177.8761062
6/2/1998 49.875 176.5487 154.5578 130.246 170.7143 176.5486726
6/3/1998 49.8125 176.3274 153.0941 128.9962 170.9524 176.3274336
6/4/1998 49.3125 174.5575 154.6895 130.4378 171.4286 174.5575221
6/5/1998 49.25 174.3363 156.092 132.7051 170.4762 174.3362832
6/8/1998 49.625 175.6637 156.5971 132.9267 168.3333 175.6637168
6/9/1998 49.625 175.6637 156.3553 133.2472 172.8571 175.6637168
6/10/1998 49 173.4513 155.4575 132.5168 171.4286 173.4513274
6/11/1998 48.4375 171.4602 153.7491 130.4081 170.4762 171.460177
6/12/1998 48.0625 170.1327 153.1402 130.9156 169.0476 170.1327434
6/15/1998 46.9375 166.1504 149.2814 128.3148 165 166.1504425
6/16/1998 47.4375 167.9204 148.9534 129.5753 165.7143 167.920354
6/17/1998 47.8125 169.2478 153.1644 131.9009 170 169.2477876
6/18/1998 48.5625 171.9027 152.4493 131.8127 170.2381 171.9026549
6/19/1998 48.9375 173.2301 151.1864 131.1312 171.1905 173.2300885
6/22/1998 49.8125 176.3274 151.1732 131.4398 172.381 176.3274336
6/23/1998 52.5 185.8407 153.0165 133.3758 169.5238 185.840708
6/24/1998 52.9375 187.3894 157.1553 134.9711 171.4286 187.3893805
6/25/1998 55.1875 195.354 156.5572 134.5422 175 195.3539823
6/26/1998 54.1875 191.8142 156.9701 135.0092 175.2381 191.8141593
6/29/1998 55.5 196.4602 159.6086 135.6395 179.0476 196.460177
6/30/1998 56.9375 201.5487 160.721 135.0855 194.2857 201.5486726
7/1/1998 56.875 201.3274 160.5437 136.8392 190.2381 201.3274336
7/2/1998 55.5625 196.6814 163.5064 136.5843 190.4762 196.6814159
7/6/1998 56 198.2301 168.2124 137.8817 199.5238 198.2300885
7/7/1998 55.4375 196.2389 169.2292 137.566 209.2857 196.2389381
7/8/1998 56.1875 198.8938 169.5973 138.9611 204.7619 198.8938053
7/9/1998 56 198.2301 166.0756 138.0306 203.8095 198.2300885
7/10/1998 56.5625 200.2212 167.9891 138.718 203.8095 200.2212389
7/13/1998 57.4375 203.3186 168.0899 138.8205 204.5238 203.3185841
7/14/1998 58.9375 208.6283 167.8152 140.2967 204.7619 208.6283186
7/15/1998 58.125 205.7522 166.517 139.9666 205 205.7522124
7/16/1998 59 208.8496 167.487 141.0603 209.5238 208.8495575
7/17/1998 59.5 210.6195 166.5935 141.3892 210.9524 210.619469
7/20/1998 61.25 216.8142 165.3836 141.0735 210.4762 216.8141593
7/21/1998 60.8125 215.2655 163.3178 138.8062 207.619 215.2654867
7/22/1998 59.8125 211.7257 164.2266 138.6883 205.4762 211.7256637
7/23/1998 58.5 207.0796 162.7515 135.7896 198.5714 207.079646
7/24/1998 58.75 207.9646 161.0952 135.9147 198.3333 207.9646018
7/27/1998 58.5625 207.3009 160.6316 136.6855 202.381 207.300885
7/28/1998 56.4375 199.7788 157.6697 134.6566 201.4286 199.7787611
7/29/1998 56.375 199.5575 158.6108 134.0573 200.9524 199.5575221
7/30/1998 57.8125 204.646 158.9874 136.1708 207.619 204.6460177
7/31/1998 57.875 204.8673 157.7926 133.5164 207.381 204.8672566
8/3/1998 58.4375 206.8584 158.6176 132.5359 205.2381 206.8584071
8/4/1998 56.5 200 155.0358 127.7322 199.5238 200
8/5/1998 56.25 199.115 154.5544 128.8414 194.2857 199.1150442
8/6/1998 57.25 202.6549 153.1183 129.8183 189.2857 202.6548673
8/7/1998 58.3125 206.4159 153.388 129.7969 182.619 206.4159292
8/10/1998 58.125 205.7522 153.9672 129.0451 182.619 205.7522124
8/11/1998 56.3125 199.3363 152.5268 127.3581 176.9048 199.3362832
8/12/1998 57.8125 204.646 156.3888 129.1738 182.8571 204.6460177
8/13/1998 58.75 207.9646 156.3927 128.0646 185.7143 207.9646018
8/14/1998 59.3125 209.9558 154.2232 126.6158 180 209.9557522
8/17/1998 59.375 210.177 155.9419 129.1082 182.8571 210.1769912
8/18/1998 60.75 215.0442 157.527 131.1968 190.2381 215.0442478
8/19/1998 60.6875 214.823 156.4676 130.8227 189.5238 214.8230088
8/20/1998 62.1875 220.1327 157.9372 130.053 194.2857 220.1327434
8/21/1998 58.5625 207.3009 155.5081 128.8116 192.619 207.300885
8/24/1998 59.25 209.7345 157.3987 129.6408 198.0952 209.7345133
8/25/1998 58.875 208.4071 157.7551 130.2031 196.1905 208.4070796
8/26/1998 57.375 203.0973 161.954 129.1702 190.7143 203.0973451
8/27/1998 55.125 195.1327 151.9959 124.214 181.6667 195.1327434
8/28/1998 53.625 189.823 150.2036 122.3733 175.9524 189.8230088
8/31/1998 51.25 181.4159 145.4235 114.0502 170.2381 181.4159292
9/1/1998 50.1875 177.6549 148.7246 118.4536 169.7619 177.6548673
9/2/1998 53 187.6106 147.585 118.0044 181.4286 187.6106195
9/3/1998 51.5625 182.5221 145.2152 117.0263 172.1429 182.5221239
9/4/1998 51 180.531 141.5074 116.0291 165.4762 180.5309735
9/8/1998 53.875 190.708 146.3781 121.9348 169.2857 190.7079646
9/9/1998 52.75 186.7257 144.6196 119.8785 162.1429 186.7256637
9/10/1998 51.75 183.1858 142.4913 116.7797 158.5714 183.1858407
9/11/1998 50.4375 178.5398 145.9639 120.2192 160.4762 178.539823
9/14/1998 52.6875 186.5044 152.0049 122.6806 161.1905 186.5044248
9/15/1998 53.125 188.0531 158.7702 123.629 168.0952 188.0530973
9/16/1998 53 187.6106 159.7338 124.5583 168.0952 187.6106195
9/17/1998 53.375 188.9381 153.2085 121.388 163.3333 188.9380531
9/18/1998 54.1875 191.8142 152.3248 121.5333 170.7143 191.8141593
9/21/1998 52.125 184.5133 152.2356 121.9861 170.2381 184.5132743
9/22/1998 52 184.0708 153.8692 122.6699 181.4286 184.0707965
9/23/1998 52.5625 186.0619 157.0594 127.0138 190.9524 186.0619469
9/24/1998 52 184.0708 154.0213 124.2295 190 184.0707965
9/25/1998 50.0625 177.2124 152.2389 124.4713 182.8571 177.2123894
9/28/1998 44.875 158.8496 153.9967 124.9407 170.4762 158.8495575
9/29/1998 44.6875 158.1858 152.2661 124.98 173.8095 158.1858407
9/30/1998 42.25 149.5575 145.8027 121.1664 173.0952 149.5575221
10/1/1998 39.25 138.9381 143.4566 117.5183 160.7143 138.9380531
10/2/1998 41.3125 146.2389 145.8041 119.4496 148.0952 146.2389381
10/5/1998 39.25 138.9381 141.5596 117.7769 129.2857 138.9380531
10/6/1998 37.875 134.0708 138.4298 117.3039 128.5714 134.0707965
10/7/1998 35 123.8938 133.983 115.6466 121.4286 123.8938053
10/8/1998 33.875 119.9115 129.6085 114.3075 109.5238 119.9115044
10/9/1998 34.75 123.0088 137.178 117.28 110.4762 123.0088496
10/12/1998 37.3125 132.0796 139.2757 118.867 120 132.079646
10/13/1998 37.3125 132.0796 141.1904 118.5203 128.0952 132.079646
10/14/1998 41.0625 145.354 143.635 119.7987 133.3333 145.3539823
10/15/1998 41.625 147.3451 148.8766 124.7978 140.4762 147.3451327
10/16/1998 44.0625 155.9735 149.7018 125.8617 153.8095 155.9734513
10/19/1998 45.25 160.177 152.0435 126.573 153.5714 160.1769912
10/20/1998 46.8125 165.708 150.9237 126.7564 159.5238 165.7079646
10/21/1998 45.125 159.7345 148.8506 127.4701 157.1429 159.7345133
10/22/1998 44.4375 157.3009 148.0453 128.4899 150 157.300885
10/23/1998 42.1875 149.3363 146.3848 127.5594 147.8571 149.3362832
10/26/1998 42.9375 151.9912 145.5701 127.756 141.4286 151.9911504
10/27/1998 45.3125 160.3982 145.9018 126.9244 150.2381 160.3982301
10/28/1998 44.875 158.8496 144.6818 127.252 150.9524 158.8495575
10/29/1998 46.1875 163.4956 147.9865 129.3775 158.3333 163.4955752
10/30/1998 46.25 163.7168 150.7248 130.8953 158.0952 163.7168142
11/2/1998 46.8125 165.708 152.3978 132.4358 159.5238 165.7079646
11/3/1998 47.75 169.0265 151.6793 132.3453 154.7619 169.0265487
11/4/1998 47.6875 168.8053 150.3397 133.2781 154.0476 168.8053097
11/5/1998 47.5 168.1416 151.6832 135.0867 157.1429 168.1415929
11/6/1998 48.25 170.7965 151.5777 135.9397 162.8571 170.7964602
11/9/1998 48.4375 171.4602 151.694 134.6518 159.7619 171.460177
11/10/1998 48.0625 170.1327 151.9599 134.4207 153.0952 170.1327434
11/11/1998 48.375 171.2389 153.9722 133.5522 152.8571 171.2389381
11/12/1998 49.5 175.2212 154.284 133.1614 156.1905 175.2212389
11/13/1998 50.25 177.8761 156.1128 134.1181 155.2381 177.8761062
11/16/1998 51.0625 180.7522 158.3781 135.3261 156.6667 180.7522124
11/17/1998 51.4375 182.0796 158.1652 135.7384 160.7143 182.079646
11/18/1998 53.75 190.2655 157.883 136.3531 166.1905 190.2654867
11/19/1998 53 187.6106 157.8832 137.3217 176.6667 187.6106195
11/20/1998 53.4375 189.1593 159.166 138.6251 191.4286 189.159292
11/23/1998 54.75 193.8053 165.118 141.5631 187.619 193.8053097
11/24/1998 56.8125 201.1062 167.2323 140.9412 190.4762 201.1061947
11/25/1998 56.8125 201.1062 165.7051 141.4035 190 201.1061947
11/27/1998 56.6875 200.6637 163.6328 142.0492 188.0952 200.6637168
11/30/1998 54.8125 194.0265 159.4178 138.6347 183.3333 194.0265487
12/1/1998 53.875 190.708 160.7479 140.0226 182.8571 190.7079646
12/2/1998 52.625 186.2832 160.2589 139.5425 179.5238 186.2831858
12/3/1998 51.125 180.9735 160.1397 137.0275 172.1429 180.9734513
12/4/1998 52 184.0708 164.4869 140.1966 173.0952 184.0707965
12/7/1998 53.25 188.4956 165.0498 141.5023 174.7619 188.4955752
12/8/1998 52 184.0708 160.8063 140.7494 170.2381 184.0707965
12/9/1998 52.1875 184.7345 159.3028 141.0008 171.4286 184.7345133
12/10/1998 51 180.531 157.4296 138.8003 160.9524 180.5309735
12/11/1998 50.125 177.4336 158.4567 138.9718 161.9048 177.4336283
12/14/1998 51.4375 182.0796 155.9083 135.9624 158.8095 182.079646
12/15/1998 52.6875 186.5044 157.0287 138.5393 157.8571 186.5044248
12/16/1998 54.5625 193.1416 156.8211 138.4333 155.2381 193.1415929
12/17/1998 54.875 194.2478 166.1611 140.5826 160.9524 194.2477876
12/18/1998 55.5 196.4602 164.6815 141.5417 171.1905 196.460177
12/21/1998 55.0625 194.9115 166.8959 143.3061 178.8095 194.9115044
12/22/1998 55.4375 196.2389 166.4885 143.3931 186.6667 196.2389381
12/23/1998 56.1875 198.8938 170.4021 146.368 186.9048 198.8938053
12/24/1998 57.4375 203.3186 170.2371 146.0976 187.1429 203.3185841
12/28/1998 58.0625 205.531 173.6021 146.0047 190.4762 205.5309735
12/29/1998 57.9375 205.0885 177.0523 147.949 192.1429 205.0884956
12/30/1998 58.375 206.6372 175.5695 146.7719 194.2857 206.6371681
12/31/1998 58.25 206.1947 174.1843 146.4502 196.9048 206.1946903
1/4/1999 58.5 207.0796 173.2336 146.3156 195.9524 207.079646
1/5/1999 58.9375 208.6283 173.0681 148.3029 201.9048 208.6283186
1/6/1999 59.375 210.177 172.9678 151.5863 205.4762 210.1769912
1/7/1999 59.25 209.7345 168.0568 151.2754 199.7619 209.7345133
1/8/1999 58.25 206.1947 171.4148 151.914 197.1429 206.1946903
1/11/1999 56 198.2301 165.8825 150.5784 191.9048 198.2300885
1/12/1999 54.25 192.0354 162.2308 147.675 184.7619 192.0353982
1/13/1999 53.25 188.4956 159.6362 147.0662 178.0952 188.4955752
1/14/1999 50.5625 178.9823 158.0218 144.4201 178.0952 178.9823009
1/15/1999 50.25 177.8761 160.5604 148.1218 174.5238 177.8761062
1/19/1999 54.375 192.4779 159.5179 149.163 174.5238 192.4778761
1/20/1999 55.375 196.0177 158.5391 149.7135 176.9048 196.0176991
1/21/1999 55 194.6903 155.244 147.1567 177.8571 194.6902655
1/22/1999 55 194.6903 155.7551 145.9689 175.9524 194.6902655
1/25/1999 57.5625 203.7611 162.0516 147.0161 175.2381 203.7610619
1/26/1999 56.5625 200.2212 160.6875 149.2 179.5238 200.2212389
1/27/1999 55 194.6903 158.2496 148.1111 176.9048 194.6902655
1/28/1999 54.8125 194.0265 161.8774 150.756 178.3333 194.0265487
1/29/1999 56.3125 199.3363 166.5672 152.4561 182.619 199.3362832
2/1/1999 57.5 203.5398 161.4348 151.665 185 203.539823
2/2/1999 59 208.8496 158.4186 150.3533 183.8095 208.8495575
2/3/1999 58.9375 208.6283 156.5276 151.5542 177.619 208.6283186
2/4/1999 56 198.2301 154.6516 148.7449 178.0952 198.2300885
2/5/1999 56.25 199.115 153.843 147.6619 177.1429 199.1150442
2/8/1999 58 205.3097 155.5096 148.1825 184.2857 205.3097345
2/9/1999 58 205.3097 153.4221 144.8907 183.3333 205.3097345
2/10/1999 57.875 204.8673 152.3997 145.7735 179.2857 204.8672566
2/11/1999 58.3125 206.4159 156.452 149.4061 173.5714 206.4159292
2/12/1999 57.8125 204.646 152.7523 146.5575 167.8571 204.6460177
2/16/1999 57.6875 204.2035 156.2714 147.9562 173.8095 204.2035398
2/17/1999 53 187.6106 153.3298 145.8307 169.2857 187.6106195
2/18/1999 54.5 192.9204 161.8889 147.4093 163.0952 192.920354
2/19/1999 56.25 199.115 164.4496 147.6369 160.2381 199.1150442
2/22/1999 57.0625 201.9912 172.9425 151.5625 173.3333 201.9911504
2/23/1999 57.375 203.0973 170.0992 151.4482 173.3333 203.0973451
2/24/1999 58 205.3097 167.8532 149.331 174.2857 205.3097345
2/25/1999 56.625 200.4425 164.6868 148.3315 170.2381 200.4424779
2/26/1999 58 205.3097 166.4418 147.5344 173.0952 205.3097345
3/1/1999 56.5 200 168.1222 147.2759 176.9048 200
3/2/1999 56.75 200.885 169.8287 146.0058 180.9524 200.8849558
3/3/1999 56.6875 200.6637 169.0613 146.2679 177.8571 200.6637168
3/4/1999 55.8125 197.5664 167.4515 148.5245 176.1905 197.5663717
3/5/1999 54.875 194.2478 167.1222 151.9593 173.0952 194.2477876
3/8/1999 55.4375 196.2389 167.8607 152.8242 172.619 196.2389381
3/9/1999 55.0625 194.9115 170.3767 152.4799 170.4762 194.9115044
3/10/1999 54.875 194.2478 171.5274 153.3139 170.4762 194.2477876
3/11/1999 54.0625 191.3717 172.2507 154.6054 163.8095 191.3716814
3/12/1999 52.9375 187.3894 173.1105 154.2372 165 187.3893805
3/15/1999 52.625 186.2832 175.8706 155.7467 164.0476 186.2831858
3/16/1999 53 187.6106 173.1499 155.6395 163.8095 187.6106195
3/17/1999 52.8125 186.9469 171.6384 154.622 161.6667 186.9469027
3/18/1999 52.875 187.1681 173.5467 156.8535 163.5714 187.1681416
3/19/1999 54.3125 192.2566 172.3981 154.7972 162.619 192.2566372
3/22/1999 53.5 189.3805 174.0937 154.5255 163.3333 189.380531
3/23/1999 55.5 196.4602 170.5255 150.3711 159.7619 196.460177
3/24/1999 55 194.6903 169.7301 151.1396 160.4762 194.6902655
3/25/1999 53.4375 189.1593 170.5029 153.6892 162.1429 189.159292
3/26/1999 52.375 185.3982 167.7081 152.8326 160.9524 185.3982301
3/29/1999 51.9375 183.8496 168.1598 156.0934 159.2857 183.8495575
3/30/1999 50.625 179.2035 165.6859 154.9711 152.381 179.2035398
3/31/1999 55 194.6903 164.1075 153.2579 160 194.6902655
4/1/1999 54 191.1504 164.0568 154.1336 156.4286 191.1504425
4/5/1999 52.4375 185.6195 168.2005 157.398 156.9048 185.619469
4/6/1999 50 176.9912 165.2808 157.0132 158.5714 176.9911504
4/7/1999 51 180.531 164.7541 158.0854 160.7143 180.5309735
4/8/1999 50.375 178.3186 163.8412 160.1215 157.619 178.3185841
4/9/1999 52.125 184.5133 163.5793 160.6422 162.8571 184.5132743
4/12/1999 53.25 188.4956 167.963 161.8669 170 188.4955752
4/13/1999 53.5 189.3805 167.8199 160.8173 167.619 189.380531
4/14/1999 53.6875 190.0442 168.229 158.2701 171.4286 190.0442478
4/15/1999 52.25 184.9558 164.991 157.6041 180.9524 184.9557522
4/16/1999 52.875 187.1681 165.9639 157.1454 176.1905 187.1681416
4/19/1999 53 187.6106 165.7839 153.6284 175.7143 187.6106195
4/20/1999 54 191.1504 167.9749 155.6169 171.4286 191.1504425
4/21/1999 54 191.1504 170.6996 159.1851 167.619 191.1504425
4/22/1999 52.4375 185.6195 172.6622 161.8907 167.619 185.619469
4/23/1999 55 194.6903 172.9255 161.6548 172.381 194.6902655
4/26/1999 52.125 184.5133 167.8169 162.0349 170.9524 184.5132743
4/27/1999 53.3125 188.7168 169.9526 162.3637 174.7619 188.7168142
4/28/1999 53 187.6106 171.3262 160.9472 177.1429 187.6106195
4/29/1999 53.125 188.0531 171.6339 159.9845 171.6667 188.0530973
4/30/1999 52.3125 185.177 167.4704 159.0731 176.6667 185.1769912
5/3/1999 52.4375 185.6195 169.5305 161.3904 181.4286 185.619469
5/4/1999 51.875 183.6283 167.6152 158.6942 175.4762 183.6283186
5/5/1999 52.375 185.3982 170.2117 160.5183 173.3333 185.3982301
5/6/1999 50.1875 177.6549 166.8108 158.7002 169.2857 177.6548673
5/7/1999 50.25 177.8761 169.5496 160.2431 171.4286 177.8761062
5/10/1999 50.25 177.8761 167.2655 159.6831 173.0952 177.8761062
5/11/1999 51.5 182.3009 167.3276 161.5071 173.0952 182.300885
5/12/1999 52.375 185.3982 168.4237 162.5067 174.7619 185.3982301
5/13/1999 51.75 183.1858 168.5244 162.9308 175.7143 183.1858407
5/14/1999 50.5625 178.9823 165.9902 159.3853 172.381 178.9823009
5/17/1999 50.5 178.7611 165.95 159.5866 170 178.7610619
5/18/1999 50 176.9912 165.6903 158.8515 172.619 176.9911504
5/19/1999 49.8125 176.3274 165.4954 160.1513 177.8571 176.3274336
5/20/1999 49.9375 176.7699 166.0635 159.5079 181.6667 176.7699115
5/21/1999 49.9375 176.7699 165.9127 158.4905 178.8095 176.7699115
5/24/1999 47.5 168.1416 164.6493 155.674 174.0476 168.1415929
5/25/1999 46.5625 164.823 164.9987 153.0232 172.381 164.8230088
5/26/1999 45.625 161.5044 166.2994 155.4489 167.1429 161.5044248
5/27/1999 46.625 165.0442 164.7004 152.6669 162.1429 165.0442478
5/28/1999 47.5 168.1416 167.0574 155.101 164.5238 168.1415929
6/1/1999 48.5 171.6814 165.8887 154.1979 168.3333 171.6814159
6/2/1999 47.75 169.0265 166.3645 154.2634 160.9524 169.0265487
6/3/1999 47.125 166.8142 167.6469 154.827 161.4286 166.8141593
6/4/1999 47 166.3717 168.3075 158.1879 162.381 166.3716814
6/7/1999 47.6875 168.8053 168.8813 158.9945 167.381 168.8053097
6/8/1999 47.875 169.469 166.0047 156.9464 168.5714 169.4690265
6/9/1999 49 173.4513 165.6239 157.1025 171.4286 173.4513274
6/10/1999 48.5625 171.9027 163.42 155.2177 168.8095 171.9026549
6/11/1999 48.6875 172.3451 162.0434 154.124 165.2381 172.3451327
6/14/1999 48.75 172.5664 164.8508 154.1669 163.8095 172.5663717
6/15/1999 48.375 171.2389 164.8763 155.02 159.5238 171.2389381
6/16/1999 48.875 173.0088 166.8178 158.5048 160.9524 173.0088496
6/17/1999 51.0625 180.7522 168.7305 159.6354 161.9048 180.7522124
6/18/1999 50.875 180.0885 168.4613 159.9857 159.5238 180.0884956
6/21/1999 51.375 181.8584 168.0313 160.7196 158.8095 181.8584071
6/22/1999 52.25 184.9558 168.4243 159.1565 160.4762 184.9557522
6/23/1999 52 184.0708 168.8716 158.8205 159.5238 184.0707965
6/24/1999 52 184.0708 165.772 156.7618 162.619 184.0707965
6/25/1999 53.25 188.4956 163.9641 156.7058 169.0476 188.4955752
6/28/1999 53.0625 187.8319 166.9756 158.6168 167.381 187.8318584
6/29/1999 52.25 184.9558 167.223 161.0115 170.7143 184.9557522
6/30/1999 52.625 186.2832 170.8132 163.5444 172.381 186.2831858
7/1/1999 51.5 182.3009 171.9274 164.5273 174.2857 182.300885
7/2/1999 51 180.531 173.7731 165.7497 174.2857 180.5309735
7/6/1999 52.625 186.2832 176.6977 165.3804 172.381 186.2831858
7/7/1999 52.625 186.2832 179.7753 166.3025 171.1905 186.2831858
7/8/1999 53.1875 188.2743 180.6164 166.131 170.7143 188.2743363
7/9/1999 53.25 188.4956 183.5224 167.1865 172.8571 188.4955752
7/12/1999 52.1875 184.7345 182.549 166.6885 174.5238 184.7345133
7/13/1999 51.6875 182.9646 180.3725 166.0285 174.0476 182.9646018
7/14/1999 51.375 181.8584 178.2055 166.5777 167.381 181.8584071
7/15/1999 52 184.0708 179.147 167.9419 166.6667 184.0707965
7/16/1999 53.0625 187.8319 180.1939 169.0332 166.9048 187.8318584
7/19/1999 52.625 186.2832 178.9964 167.7072 166.1905 186.2831858
7/20/1999 52 184.0708 177.0952 164.0674 161.4286 184.0707965
7/21/1999 51.6875 182.9646 175.4221 164.3284 157.619 182.9646018
7/22/1999 53 187.6106 177.939 162.1457 162.381 187.6106195
7/23/1999 51.5 182.3009 178.028 161.6656 164.0476 182.300885
7/26/1999 50.1875 177.6549 178.8283 160.5719 163.5714 177.6548673
7/27/1999 50.5625 178.9823 180.9921 162.3685 164.2857 178.9823009
7/28/1999 50.625 179.2035 181.3244 162.6735 162.8571 179.2035398
7/29/1999 50.1719 177.5996 178.4504 159.7701 165 177.599646
7/30/1999 50.625 179.2035 175.3904 158.3035 164.2857 179.2035398
8/2/1999 51.75 183.1858 175.4179 158.2236 165.4762 183.1858407
8/3/1999 51 180.531 174.3616 157.5243 168.5714 180.5309735
8/4/1999 50.4375 178.5398 172.9763 155.5168 164.7619 178.539823
8/5/1999 51.375 181.8584 172.63 156.5152 162.619 181.8584071
8/6/1999 50.6875 179.4248 168.011 154.9163 155.9524 179.4247788
8/9/1999 50.25 177.8761 168.3503 154.6197 156.6667 177.8761062
8/10/1999 49.75 176.1062 166.3734 152.6693 151.9048 176.1061947
8/11/1999 49.625 175.6637 167.3225 155.1117 153.5714 175.6637168
8/12/1999 49.4375 175 167.0487 154.6626 156.1905 175
8/13/1999 49.5 175.2212 169.5849 158.1796 162.381 175.2212389
8/16/1999 49.375 174.7788 170.0972 158.5477 159.2857 174.7787611
8/17/1999 48.375 171.2389 173.5126 160.143 157.1429 171.2389381
8/18/1999 48.4375 171.4602 172.7125 158.7943 154.0476 171.460177
8/19/1999 47.6875 168.8053 169.7016 157.6923 154.0476 168.8053097
8/20/1999 47.625 168.5841 169.2978 159.2435 156.4286 168.5840708
8/23/1999 47.5 168.1416 174.4326 162.0564 156.6667 168.1415929
8/24/1999 47.375 167.6991 174.0292 162.4471 153.0952 167.699115
8/25/1999 47.75 169.0265 174.3027 164.6262 149.7619 169.0265487
8/26/1999 46.4375 164.3805 173.1618 162.2696 144.2857 164.380531
8/27/1999 45 159.292 170.9412 160.6326 144.7619 159.2920354
8/30/1999 44.625 157.9646 165.9955 157.7435 143.8095 157.9646018
8/31/1999 43.4375 153.7611 161.2423 157.3134 139.0476 153.7610619
9/1/1999 45.75 161.9469 163.5113 158.5834 142.1429 161.9469027
9/2/1999 44.75 158.4071 161.3212 157.1585 137.1429 158.4070796
9/3/1999 44.9375 159.0708 166.675 161.7013 141.6667 159.0707965
9/7/1999 44.75 158.4071 166.0654 160.8923 138.3333 158.4070796
9/8/1999 45.25 160.177 163.2351 160.1418 141.1905 160.1769912
9/9/1999 44.75 158.4071 159.1563 160.56 140.2381 158.4070796
9/10/1999 45.25 160.177 160.0195 161.0365 137.1429 160.1769912
9/13/1999 43.5625 154.2035 156.8267 160.1394 135.7143 154.2035398
9/14/1999 42.375 150 154.6311 159.2054 132.8571 150
9/15/1999 42.5 150.4425 154.3179 157.0227 133.3333 150.4424779
9/16/1999 44.25 156.6372 153.4067 157.0835 136.6667 156.6371681
9/17/1999 45.6875 161.7257 155.5144 159.1017 138.3333 161.7256637
9/20/1999 45.375 160.6195 152.2668 159.1148 137.8571 160.619469
9/21/1999 45.5625 161.2832 149.4009 155.7848 134.7619 161.2831858
9/22/1999 46.25 163.7168 149.4576 156.1339 135.7143 163.7168142
9/23/1999 47.625 168.5841 148.6542 152.5478 137.381 168.5840708
9/24/1999 47.25 167.2566 147.1194 152.1844 136.1905 167.2566372
9/27/1999 47.625 168.5841 146.6391 152.8933 137.381 168.5840708
9/28/1999 47.0625 166.5929 146.1106 152.7611 134.2857 166.5929204
9/29/1999 46.25 163.7168 143.8888 151.1134 132.381 163.7168142
9/30/1999 49.25 174.3363 144.0614 152.8218 134.7619 174.3362832
10/1/1999 46.5 164.6018 143.4713 152.8338 129.0476 164.6017699
10/4/1999 46.625 165.0442 145.9442 155.4298 128.8095 165.0442478
10/5/1999 46.0625 163.0531 147.6904 155.0426 131.9048 163.0530973
10/6/1999 45.6875 161.7257 149.5321 157.9079 137.619 161.7256637
10/7/1999 46.5 164.6018 149.8307 156.9834 137.619 164.6017699
10/8/1999 45.75 161.9469 152.8281 159.1732 136.9048 161.9469027
10/11/1999 45 159.292 150.6397 159.0767 135 159.2920354
10/12/1999 42.75 151.3274 148.0906 156.4353 133.5714 151.3274336
10/13/1999 42.25 149.5575 144.3004 153.1602 132.8571 149.5575221
10/14/1999 41.3125 146.2389 147.4305 152.9064 132.8571 146.2389381
10/15/1999 39 138.0531 144.5782 148.6162 123.3333 138.0530973
10/18/1999 39.9375 141.3717 149.2148 149.4168 126.1905 141.3716814
10/19/1999 39.8125 140.9292 154.5098 150.2734 127.1429 140.9292035
10/20/1999 38.625 136.7257 156.8313 153.6225 123.8095 136.7256637
10/21/1999 37.625 133.1858 156.5184 152.9291 120 133.1858407
10/22/1999 41.1875 145.7965 169.4607 155.0783 122.381 145.7964602
10/25/1999 39.75 140.708 162.9883 154.1228 120 140.7079646
10/26/1999 42.4375 150.2212 158.9714 152.7265 124.0476 150.2212389
10/27/1999 43.5 153.9823 162.2736 154.4898 126.1905 153.9823009
10/28/1999 49 173.4513 170.5067 159.938 141.6667 173.4513274
10/29/1999 52.625 186.2832 170.0746 162.3792 144.2857 186.2831858
11/1/1999 50.25 177.8761 168.5191 161.3296 146.9048 177.8761062
11/2/1999 51.0625 180.7522 169.9938 160.5695 148.8095 180.7522124
11/3/1999 52.3125 185.177 167.3862 161.4261 147.8571 185.1769912
11/4/1999 53 187.6106 170.4519 162.3447 149.5238 187.6106195
11/5/1999 54.5 192.9204 175.7744 163.2489 159.5238 192.920354
11/8/1999 52.25 184.9558 175.7284 164.0567 155.7143 184.9557522
11/9/1999 51.25 181.4159 174.5721 162.6592 145.7143 181.4159292
11/10/1999 50.6875 179.4248 173.2519 163.6338 144.7619 179.4247788
11/11/1999 50.125 177.4336 171.76 164.5869 142.619 177.4336283
11/12/1999 51.1875 181.1947 178.0648 166.3263 144.0476 181.1946903
11/15/1999 52 184.0708 177.8509 166.1274 142.619 184.0707965
11/16/1999 53.25 188.4956 184.0107 169.1821 154.7619 188.4955752
11/17/1999 52.25 184.9558 180.5818 168.0717 155.7143 184.9557522
11/18/1999 50.5625 178.9823 178.5832 169.7671 146.4286 178.9823009
11/19/1999 49.9375 176.7699 177.0692 169.4168 137.619 176.7699115
11/22/1999 49.9375 176.7699 173.8792 169.2905 135.4762 176.7699115
11/23/1999 46.4375 164.3805 170.7096 167.3486 128.8095 164.380531
11/24/1999 45.375 160.6195 167.4649 168.8306 129.0476 160.619469
11/26/1999 45.5 161.0619 165.9105 168.7758 130 161.0619469
11/29/1999 43.625 154.4248 162.3556 167.7286 128.5714 154.4247788
11/30/1999 44.75 158.4071 163.4265 165.4745 136.9048 158.4070796
12/1/1999 45.875 162.3894 162.8724 166.5241 130.7143 162.3893805
12/2/1999 46.875 165.9292 161.2675 167.8728 130 165.9292035
12/3/1999 46.1875 163.4956 164.9683 170.7631 127.1429 163.4955752
12/6/1999 44.0625 155.9735 162.6081 169.5765 126.6667 155.9734513
12/7/1999 43.9375 155.531 160.7574 167.8883 123.8095 155.5309735
12/8/1999 43.5 153.9823 156.4403 167.258 118.3333 153.9823009
12/9/1999 43.0625 152.4336 158.4786 167.762 119.2857 152.4336283
12/10/1999 43.75 154.8673 159.7836 168.8259 122.8571 154.8672566
12/13/1999 41.75 147.7876 154.4783 168.609 110.9524 147.7876106
12/14/1999 41.875 148.2301 152.3778 167.1734 115.2381 148.2300885
12/15/1999 41.25 146.0177 152.5409 168.3839 111.4286 146.0176991
12/16/1999 41 145.1327 150.8069 169.0332 106.6667 145.1327434
12/17/1999 40.5625 143.5841 151.5224 169.3036 107.1429 143.5840708
12/20/1999 40.375 142.9204 152.5046 168.951 104.7619 142.920354
12/21/1999 40.75 144.2478 156.8595 170.7786 106.1905 144.2477876
12/22/1999 40.5 143.3628 154.923 171.1003 106.1905 143.3628319
12/23/1999 40.0625 141.8142 157.6877 173.7464 106.6667 141.8141593
12/27/1999 39.9375 141.3717 159.268 173.5974 103.3333 141.3716814
12/28/1999 38.75 137.1681 160.3363 173.6653 104.7619 137.1681416
12/29/1999 41.5625 147.1239 161.1215 174.3564 107.1429 147.1238938
12/30/1999 43 152.2124 162.5233 174.4767 106.9048 152.2123894
12/31/1999 44 155.7522 166.7238 175.0462 106.4286 155.7522124
1/3/2000 41.375 146.4602 158.0404 173.3746 102.381 146.460177
1/4/2000 40.3125 142.6991 152.6678 166.7266 101.4286 142.699115
1/5/2000 39.875 141.1504 150.8795 167.0471 103.3333 141.1504425
1/6/2000 41.375 146.4602 152.0608 167.2068 105.7143 146.460177
1/7/2000 42.9375 151.9912 154.8984 171.7365 110.7143 151.9911504
1/10/2000 43.25 153.0973 152.4043 173.6582 112.1429 153.0973451
1/11/2000 43.3125 153.3186 151.1253 171.3898 109.0476 153.3185841
1/12/2000 42.75 151.3274 149.8518 170.638 104.7619 151.3274336
1/13/2000 42.75 151.3274 152.3439 172.7146 107.619 151.3274336
1/14/2000 43.5625 154.2035 155.5755 174.5577 110 154.2035398
1/18/2000 43.1875 152.8761 150.2607 173.3651 110 152.8761062
1/19/2000 41 145.1327 146.9172 173.4557 106.6667 145.1327434
1/20/2000 40.0625 141.8142 141.6773 172.2249 103.8095 141.8141593
1/21/2000 39.8125 140.9292 136.8919 171.7234 103.5714 140.9292035
1/24/2000 39.75 140.708 136.0278 166.978 100.7143 140.7079646
1/25/2000 38.6875 136.9469 134.7213 167.9907 98.0952 136.9469027
1/26/2000 38.125 134.9558 139.4585 167.283 99.0476 134.9557522
1/27/2000 37.8125 133.8496 139.4727 166.6242 98.8095 133.8495575
1/28/2000 38 134.5133 137.0654 162.0492 93.8095 134.5132743
1/31/2000 40.6875 144.0265 140.5522 166.1357 94.7619 144.0265487
2/1/2000 40.375 142.9204 141.4532 167.9014 98.8095 142.920354
2/2/2000 40.6875 144.0265 140.8281 167.8823 101.4286 144.0265487
2/3/2000 42 148.6726 139.7589 169.7707 102.8571 148.6725664
2/4/2000 41.5 146.9027 137.923 169.6992 105.7143 146.9026549
2/7/2000 39.3125 139.1593 135.0396 169.6837 105.7143 139.159292
2/8/2000 37.625 133.1858 136.9901 171.7663 106.9048 133.1858407
2/9/2000 36.875 130.531 132.513 168.1897 102.619 130.5309735
2/10/2000 36.9375 130.7522 127.0997 168.8009 100 130.7522124
2/11/2000 35.6875 126.3274 129.1778 165.2612 97.381 126.3274336
2/14/2000 32.9375 116.5929 126.0637 165.5972 99.5238 116.5929204
2/15/2000 36.5 129.2035 129.09 167.04 96.6667 129.2035398
2/16/2000 36.25 128.3186 127.7706 165.3268 92.619 128.3185841
2/17/2000 37 130.9735 126.4563 165.3958 91.6667 130.9734513
2/18/2000 36.125 127.8761 122.9965 160.3729 91.1905 127.8761062
2/22/2000 35.9375 127.2124 123.0552 161.0973 89.5238 127.2123894
2/23/2000 36.75 130.0885 122.8669 162.1124 90 130.0884956
2/24/2000 36.6875 129.8673 119.1404 161.2474 86.6667 129.8672566
2/25/2000 34.4375 121.9027 118.436 158.8563 87.1429 121.9026549
2/28/2000 35.25 124.7788 119.8985 160.6064 89.2857 124.7787611
2/29/2000 35.375 125.2212 120.8527 162.795 87.8571 125.2212389
3/1/2000 37.875 134.0708 122.0376 164.3164 92.381 134.0707965
3/2/2000 36.375 128.7611 119.2147 164.6226 91.9048 128.7610619
3/3/2000 34.25 121.2389 120.1337 167.8883 90 121.2389381
3/6/2000 33.125 117.2566 118.0157 165.7569 85.7143 117.2566372
3/7/2000 31.25 110.6195 116.166 161.5083 81.9048 110.619469
3/8/2000 30.9375 109.5133 113.391 162.8284 80.9524 109.5132743
3/9/2000 30.4375 107.7434 113.7821 166.9971 79.0476 107.7433628
3/10/2000 30.375 107.5221 111.7733 166.2084 79.7619 107.5221239
3/13/2000 29.75 105.3097 109.5837 164.8442 78.3333 105.3097345
3/14/2000 30.6875 108.6283 109.3642 161.9289 77.381 108.6283186
3/15/2000 31.75 112.3894 116.5921 165.8605 80.9524 112.3893805
3/16/2000 38.125 134.9558 124.8882 173.7618 93.8095 134.9557522
3/17/2000 35 123.8938 123.9931 174.4767 91.4286 123.8938053
3/20/2000 36 127.4336 122.696 173.5426 95.9524 127.4336283
3/21/2000 40.5 143.3628 129.6496 177.9794 106.6667 143.3628319
3/22/2000 38.8125 137.3894 131.9018 178.786 104.7619 137.3893805
3/23/2000 43.125 152.6549 137.7458 181.9682 110.4762 152.6548673
3/24/2000 42.5625 150.6637 140.7843 181.9813 111.6667 150.6637168
3/27/2000 40.5 143.3628 135.6501 181.5524 106.9048 143.3628319
3/28/2000 40.375 142.9204 134.6682 179.6307 104.2857 142.920354
3/29/2000 41.625 147.3451 135.6656 179.7248 103.8095 147.3451327
3/30/2000 45.0625 159.5133 141.3206 177.2705 104.7619 159.5132743
3/31/2000 46.875 165.9292 140.3493 178.5405 111.4286 165.9292035
4/3/2000 47.5 168.1416 143.9157 179.421 118.0952 168.1415929
4/4/2000 47.9375 169.6903 140.4376 178.0818 110.4762 169.6902655
4/5/2000 47.625 168.5841 138.0097 177.205 110.2381 168.5840708
4/6/2000 48.1875 170.5752 138.0373 178.8694 108.3333 170.5752212
4/7/2000 48 169.9115 132.6311 180.6577 105.9524 169.9115044
4/10/2000 48 169.9115 134.1015 179.2411 108.3333 169.9115044
4/11/2000 47.8125 169.2478 136.3538 178.78 110.2381 169.2477876
4/12/2000 48.875 173.0088 139.127 174.7984 111.6667 173.0088496
4/13/2000 48.0625 170.1327 139.6496 171.6221 111.4286 170.1327434
4/14/2000 46.9375 166.1504 129.3037 161.6203 103.5714 166.1504425
4/17/2000 47.8125 169.2478 127.5825 166.9673 100
4/18/2000 47.625 168.5841 130.8277 171.7531 104.2857
4/19/2000 47.125 166.8142 129.4947 170.0685 101.4286
4/20/2000 47.9375 169.6903 132.6602 170.9108 104.2857
4/24/2000 50 176.9912 134.6116 170.3533 109.7619
4/25/2000 48.9375 173.2301 139.414 176.0219 118.8095
4/26/2000 48.0625 170.1327 136.2778 174.0621 108.8095
4/27/2000 48.4375 171.4602 131.7433 174.5303 100.9524
4/28/2000 49.25 174.3363 138.2608 173.0423 106.1905
5/1/2000 48.9375 173.2301 140.694 174.927 111.9048
5/2/2000 48.625 172.1239 137.9856 172.3107 110.9524
5/3/2000 47.875 169.469 134.4917 168.5947 107.381
5/4/2000 48.1875 170.5752 135 167.9359 103.8095
5/5/2000 49.4375 175 134.4494 170.6833 102.1429
5/8/2000 49.875 176.5487 135.1543 169.6754 103.8095
5/9/2000 50 176.9912 135.346 168.2421 102.619
5/10/2000 48.75 172.5664 134.6076 164.7763 101.9048
5/11/2000 48.875 173.0088 135.6708 167.7262 105.2381
5/12/2000 49.3125 174.5575 139.1668 169.2929 102.8571
5/15/2000 49.6875 175.885 143.0978 173.0339 102.8571
</TABLE>
<PAGE> 42
HARTFORD LIFE, INC.
APPENDIX
<PAGE> 43
HARTFORD LIFE, INC.
HLI P/E COMPARISON
HLI P/E RELATIVE TO THE SSB LIFE INSURANCE INDEX AND INTEREST RATES
[CHART]
<TABLE>
<CAPTION>
P/F E
SSB Life Index HLI 30 Yr. T Yield
-------------- --- --------------
<S> <C> <C> <C>
6/16/97 14.948746 16.96428571 6.695
6/17/97 14.934567 17.08333333 6.712
6/18/97 15.081757 17.26190476 6.682
6/19/97 15.131307 16.78571429 6.678
6/20/97 15.170751 16.9047619 6.646
6/23/97 15.008733 16.60714286 6.682
6/24/97 15.172374 17.26190476 6.687
6/25/97 15.005655 17.67857143 6.727
6/26/97 14.818011 17.5 6.774
6/27/97 14.758493 17.44047619 6.739
6/30/97 14.699385 17.85714286 6.792
7/1/97 12.9739 15 6.737
7/2/97 13.2189 15.25 6.707
7/3/97 13.523384 16 6.624
7/7/97 13.510594 15.8 6.574
7/8/97 13.464871 15.4 6.578
7/9/97 13.266928 15.7 6.547
7/10/97 13.357435 15.55 6.557
7/11/97 13.437419 15.9 6.526
7/14/97 13.431706 15.6 6.543
7/15/97 13.414731 15.2 6.543
7/16/97 13.682851 15.675 6.476
7/17/97 13.588895 15.65 6.481
7/18/97 13.376511 15.4 6.519
7/21/97 13.3997 14.95 6.538
7/22/97 13.819438 15.25 6.43
7/23/97 14.039749 16.375 6.413
7/24/97 13.919065 16 6.42
7/25/97 13.985861 16.05 6.444
7/28/97 13.930794 15.95 6.411
7/29/97 13.901154 15.9 6.374
7/30/97 14.148859 16.7 6.328
7/31/97 14.172264 16.45 6.297
8/1/97 14.017522 16.55 6.458
8/4/97 14.04582 15.6 6.477
8/5/97 13.923004 15.475 6.484
8/6/97 14.188293 15.83333333 6.474
8/7/97 13.998276 16.07843137 6.521
8/8/97 13.660788 15.29411765 6.661
8/11/97 13.636409 15.29411765 6.661
8/12/97 13.51088 15.09803922 6.681
8/13/97 13.608394 14.63235294 6.661
8/14/97 13.699857 14.60784314 6.593
8/15/97 13.44573 14.21568627 6.593
8/18/97 13.432759 14.16666667 6.55
8/19/97 13.545462 14.26470588 6.543
8/20/97 13.555223 14.3872549 6.567
8/21/97 13.227757 13.62745098 6.627
8/22/97 13.06689 13.30882353 6.701
8/25/97 13.285861 13.92156863 6.698
8/26/97 13.244143 14.09313725 6.686
8/27/97 13.293913 13.99509804 6.681
8/28/97 13.213531 14.19117647 6.603
8/29/97 13.390747 14.63235294 6.635
9/2/97 13.436923 14.50980392 6.603
9/3/97 13.424185 14.85294118 6.622
9/4/97 13.424126 14.01960784 6.627
9/5/97 13.4596 13.82352941 6.669
9/8/97 13.484181 13.7254902 6.637
9/9/97 13.7353 13.7254902 6.649
9/10/97 13.5699 13.82352941 6.678
9/11/97 13.361376 14.16666667 6.708
9/12/97 13.604909 14.80392157 6.615
9/15/97 13.624303 14.75490196 6.6
9/16/97 13.943128 14.73039216 6.434
9/17/97 14.005322 15.22058824 6.413
9/18/97 14.001085 15.29411765 6.418
9/19/97 14.008265 15.6127451 6.399
9/22/97 14.097142 15.41666667 6.374
9/23/97 14.109404 15.34313725 6.408
9/24/97 14.0082 15.09803922 6.351
9/25/97 13.959417 15.14705882 6.425
9/26/97 14.038858 15.14705882 6.394
9/29/97 14.045525 15.24509804 6.411
9/30/97 13.962769 15.07352941 6.439
10/1/97 14.25883 15.07352941 6.353
10/2/97 14.40535 14.87745098 6.332
10/3/97 14.37603 15.0245098 6.341
10/6/97 14.656408 15.29411765 6.296
10/7/97 14.940788 15.29411765 6.268
10/8/97 14.810091 15.24509804 6.392
10/9/97 14.793329 15.12254902 6.399
10/10/97 14.688968 14.87745098 6.462
10/13/97 14.743654 14.73039216 6.462
10/14/97 14.916217 14.46078431 6.392
10/15/97 14.714955 14.43627451 6.42
10/16/97 14.792978 14.87745098 6.42
10/17/97 14.502638 14.63235294 6.476
10/20/97 14.641545 14.90196078 6.457
10/21/97 14.953619 15.24509804 6.452
10/22/97 14.945276 15 6.44
10/23/97 14.706314 14.77941176 6.355
10/24/97 14.5999 14.70588235 6.316
10/27/97 13.6568 13.7254902 6.263
10/28/97 13.9371 13.57843137 6.313
10/29/97 14.1754 14.50980392 6.25
10/30/97 13.915411 14.28921569 6.192
10/31/97 13.965343 14.48529412 6.174
11/3/97 14.274768 14.73039216 6.23
11/4/97 14.418338 14.75490196 6.268
11/5/97 14.439296 14.44711538 6.261
11/6/97 14.359385 14.44711538 6.207
11/7/97 14.076273 14.32692308 6.207
11/10/97 14.094632 14.32692308 6.209
11/11/97 14.134295 14.20673077 6.209
11/12/97 13.907419 14.03846154 6.185
11/13/97 13.916 13.96634615 6.169
11/14/97 14.0318 14.01442308 6.158
11/17/97 14.293767 14.15865385 6.143
11/18/97 14.279074 14.08653846 6.138
11/19/97 14.380061 14.20673077 6.092
11/20/97 14.669739 14.20673077 6.114
11/21/97 14.772207 14.23076923 6.095
11/24/97 14.590103 14.32692308 6.147
11/25/97 14.663939 14.61538462 6.125
11/26/97 14.710071 14.85576923 6.112
11/28/97 14.820383 14.75961538 6.114
12/1/97 15.1406 15.14423077 6.09
12/2/97 15.158525 15.24038462 6.086
12/3/97 15.283793 15.38461538 6.073
12/4/97 15.223572 15.625 6.088
12/5/97 15.22938 15.57692308 6.136
12/8/97 15.233333 15.91346154 6.194
12/9/97 15.138769 15.79326923 6.185
12/10/97 15.0611 15.625 6.147
12/11/97 14.997075 15.64903846 6.081
12/12/97 15.060588 16.03365385 5.999
12/15/97 15.323923 16.05769231 6.036
12/16/97 15.4297 16.22596154 6.023
12/17/97 15.498387 16.05769231 6.057
12/18/97 15.331985 15.76923077 6.01
12/19/97 15.246027 15.67307692 5.978
12/22/97 15.338737 15.64903846 5.963
12/23/97 15.20625 15.625 5.963
12/24/97 15.048508 16.29807692 5.971
12/26/97 15.228693 16.20192308 5.976
12/29/97 15.303406 16.39423077 5.99
12/30/97 15.595441 16.92307692 6.042
12/31/97 15.464508 17.42788462 5.997
1/2/98 15.427114 16.97115385 5.916
1/5/98 15.396054 16.29807692 5.816
1/6/98 15.218515 16.32211538 5.804
1/7/98 15.229373 16.44230769 5.874
1/8/98 15.076178 16.58653846 5.826
1/9/98 14.640917 15.64903846 5.779
1/12/98 14.607045 15.38461538 5.765
1/13/98 14.519755 15.69711538 5.767
1/14/98 14.642016 16.32211538 5.789
1/15/98 14.607071 16.37019231 5.795
1/16/98 14.820396 16.80288462 5.857
1/20/98 15.080015 16.89903846 5.880
1/21/98 15.197359 16.51442308 5.857
1/22/98 15.22061 16.53846154 5.905
1/23/98 15.174227 16.25 6.022
1/26/98 15.057016 15.96153846 5.952
1/27/98 15.162348 16.34615385 6.001
1/28/98 15.203367 16.15384615 5.992
1/29/98 15.261253 16.27403846 5.905
1/30/98 15.308619 16.46634615 5.861
2/2/98 15.59697 16.94711538 5.92
2/3/98 15.528227 16.44230769 5.911
2/4/98 15.339317 16.89903846 5.926
2/5/98 15.42747 16.875 5.984
2/6/98 15.601522 16.92307692 5.969
2/9/98 15.759932 16.82692308 6.005
2/10/98 15.982326 16.875 5.984
2/11/98 16.183 17.1875 5.913
2/12/98 16.06023 17.52403846 5.945
2/13/98 16.03073 16.63461538 5.907
2/17/98 16.2 16.53846154 5.855
2/18/98 16.29243 16.73076923 5.89
2/19/98 16.28093 16.89903846 5.897
2/20/98 16.3167 16.20192308 5.916
2/23/98 16.53855 16.75480769 5.954
2/24/98 16.50444 16.51442308 6.02
2/25/98 16.65545 16.75480769 5.975
2/26/98 16.73989 16.65865385 5.996
2/27/98 16.78986 16.5625 5.97
3/2/98 16.72295 16.70673077 6.072
3/3/98 16.70637 17.30769231 6.109
3/4/98 16.5992 17.47596154 6.093
3/5/98 16.48331 17.30769231 6.124
3/6/98 16.67241 17.66826923 6.076
3/9/98 16.712 17.47596154 6.022
3/10/98 16.83538 17.71634615 6.019
3/11/98 16.98962 17.98076923 5.991
3/12/98 17.04949 18.38942308 5.925
3/13/98 17.1263 18.26923077 5.944
3/16/98 17.34033 18.46153846 5.908
3/17/98 17.36023 18.77403846 5.94
3/18/98 17.44073 19.23076923 5.953
3/19/98 17.6613 19.08653846 5.957
3/20/98 17.62429 18.65384615 5.948
3/23/98 17.49395 18.60576923 5.938
3/24/98 17.62607 18.89423077 5.936
3/25/98 17.63454 18.4375 5.993
3/26/98 17.72586 18.24519231 6.006
3/27/98 17.67217 18.17307692 6.01
3/30/98 17.41239 17.98076923 6.032
3/31/98 17.59006 17.84003831 5.999
4/1/98 17.49893 18.48759542 5.959
4/2/98 17.79548 19.08396947 5.906
4/3/98 18.07913 19.51335878 5.824
4/6/98 18.494 19.77576336 5.878
4/7/98 18.38295 19.13167939 5.891
4/8/98 18.45759 19.15553435 5.954
4/9/98 18.84941 19.22709924 5.937
4/13/98 18.86083 19.48950382 5.99
4/14/98 18.85479 19.79961832 5.962
4/15/98 18.97186 19.5610687 5.943
4/16/98 18.63942 19.27480916 5.933
4/17/98 18.8434 19.7519084 5.931
4/20/98 18.65639 19.17938931 5.975
4/21/98 18.66152 19.32251908 6.009
4/22/98 18.85737 19.87118321 6.02
4/23/98 18.55816 19.15553435 6.031
4/24/98 18.26494 18.55916031 6.005
4/27/98 17.64676 18.03435115 6.125
4/28/98 17.61129 18.26559546 6.132
4/29/98 17.66089 19.08018868 6.127
4/30/98 17.97021 18.65566038 6.009
5/1/98 18.15154 18.86792453 5.998
5/4/98 18.20312 19.36320755 5.994
5/5/98 18.20646 19.74056604 6.026
5/6/98 17.73314 19.41037736 5.994
5/7/98 17.4947 18.86792453 6
5/8/98 17.68019 18.79716981 6.024
5/11/98 17.66372 18.39622642 6.096
5/12/98 17.70504 18.41981132 6.015
5/13/98 17.93785 18.49056604 5.996
5/14/98 17.91248 18.39622642 6.033
5/15/98 18.09695 18.18396226 6.028
5/18/98 18.15627 17.9245283 5.977
5/19/98 18.1943 17.64150943 5.994
5/20/98 18.19613 18.16037736 5.953
5/21/98 18.19586 18.06603774 5.989
5/22/98 18.12037 18.49056604 5.968
5/26/98 18.03058 18.91509434 5.919
5/27/98 17.71488 18.72641509 5.9
5/28/98 18.0514 19.05660377 5.9
5/29/98 17.88547 19.43396226 5.874
6/1/98 17.98604 18.96226415 5.851
6/2/98 18.06355 18.82075472 5.868
6/3/98 17.985 18.79716981 5.868
6/4/98 18.1328 18.60849057 5.889
6/5/98 18.23093 18.58490566 5.86
6/8/98 18.23967 18.72641509 5.86
6/9/98 18.25885 18.72641509 5.86
6/10/98 18.21959 18.49056604 5.772
6/11/98 17.95867 18.27830189 5.717
6/12/98 17.874 18.13679245 5.725
6/15/98 17.45043 17.71226415 5.675
6/16/98 17.44788 17.9009434 5.721
6/17/98 17.83994 18.04245283 5.818
6/18/98 17.8363 18.3254717 5.766
6/19/98 17.72038 18.46698113 5.752
6/22/98 17.77629 18.79716981 5.741
6/23/98 17.788 19.81132075 5.719
6/24/98 18.23345 19.97641509 5.735
6/25/98 18.2734 20.8254717 5.729
6/26/98 18.31844 20.44811321 5.713
6/29/98 18.57767 20.94339623 5.721
6/30/98 19.03456 21.48584906 5.696
7/1/98 16.66662 18.64754098 5.7
7/2/98 16.85161 18.21721311 5.672
7/6/98 17.36138 18.36065574 5.648
7/7/98 17.6812 17.88306452 5.67
7/8/98 17.59627 18.125 5.694
7/9/98 17.34319 18.06451613 5.678
7/10/98 17.48227 18.24596774 5.696
7/13/98 17.51624 18.52822581 5.755
7/14/98 17.49723 19.01209677 5.788
7/15/98 17.39883 18.75 5.776
7/16/98 17.60738 19.03225806 5.8
7/17/98 17.59956 19.19354839 5.819
7/20/98 17.46465 19.75806452 5.786
7/21/98 17.23861 19.61693548 5.741
7/22/98 17.22394 19.29435484 5.753
7/23/98 16.92661 18.87096774 5.73
7/24/98 16.875 18.9516129 5.751
7/27/98 16.97222 18.89112903 5.765
7/28/98 16.67636 17.94515103 5.802
7/29/98 16.74359 17.8968254 5.829
7/30/98 16.85925 18.3531746 5.786
7/31/98 16.81036 18.37301587 5.777
8/3/98 16.90455 18.5515873 5.722
8/4/98 16.44532 17.93650794 5.706
8/5/98 16.24062 17.85714286 5.71
8/6/98 16.02655 18.17460317 5.726
8/7/98 15.935948 18.51190476 5.675
8/10/98 16.02888 18.45238095 5.671
8/11/98 15.727727 17.87698413 5.645
8/12/98 16.12843 18.3531746 5.665
8/13/98 16.19165 18.65079365 5.689
8/14/98 15.979538 18.82936508 5.536
8/17/98 16.06655 18.84920635 5.549
8/18/98 16.36615 19.28571429 5.554
8/19/98 16.30736 19.26587302 5.558
8/20/98 16.55836 19.74206349 5.511
8/21/98 16.31409 18.59126984 5.46
8/24/98 16.49216 18.80952381 5.472
8/25/98 16.3724 18.69047619 5.426
8/26/98 16.37648 18.21428571 5.417
8/27/98 15.453656 17.5 5.375
8/28/98 15.11561 17.02380952 5.353
8/31/98 14.65408 16.26984127 5.295
9/1/98 14.573303 15.93253968 5.33
9/2/98 14.771646 16.82539683 5.338
9/3/98 14.333792 16.36904762 5.301
9/4/98 13.709905 16.19047619 5.281
9/8/98 14.4573 17.1031746 5.34
9/9/98 14.071474 16.74603175 5.274
9/10/98 13.93456 16.42857143 5.178
9/11/98 14.168016 16.01190476 5.226
9/14/98 14.6704 16.72619048 5.23
9/15/98 14.997584 16.86507937 5.256
9/16/98 15.290184 16.82539683 5.21
9/17/98 14.798305 16.94444444 5.178
9/18/98 14.920275 17.20238095 5.142
9/21/98 14.718767 16.54761905 5.12
9/22/98 15.0838 16.50793651 5.154
9/23/98 15.599017 16.68650794 5.158
9/24/98 15.405457 16.50793651 5.146
9/25/98 15.0871 15.89285714 5.126
9/28/98 14.747563 14.36 5.146
9/29/98 14.6371 14.41532258 5.098
9/30/98 14.167567 13.62903226 4.975
10/1/98 13.581572 12.66129032 4.886
10/2/98 13.527639 13.3266129 4.847
10/5/98 12.759661 12.66129032 4.708
10/6/98 12.650014 12.21774194 4.744
10/7/98 12.186341 11.3452188 4.819
10/8/98 11.433095 10.98055105 4.99
10/9/98 12.019542 11.26418152 5.098
10/12/98 12.451045 12.09481361 5.098
10/13/98 12.664957 12.09481361 5.104
10/14/98 13.04614 13.31037277 4.991
10/15/98 13.843958 13.49270665 5.016
10/16/98 13.989388 14.2828201 4.959
10/19/98 14.106743 14.66774716 4.98
10/20/98 14.423245 15.17423015 5.047
10/21/98 14.143686 14.62722853 5.061
10/22/98 13.898949 14.40437601 5.12
10/23/98 13.578641 13.67504052 5.163
10/26/98 13.397784 13.91815235 5.129
10/27/98 13.669928 14.68800648 5.08
10/28/98 13.591431 14.54619125 5.127
10/29/98 14.198756 14.97163695 5.09
10/30/98 14.451975 14.99189627 5.147
11/2/98 14.600296 15.10080645 5.227
11/3/98 14.45489 15.40322581 5.223
11/4/98 14.369705 15.38306452 5.315
11/5/98 14.615234 15.32258065 5.341
11/6/98 14.819432 15.56451613 5.423
11/9/98 14.80981 15.625 5.339
11/10/98 14.636541 15.50403226 5.329
11/11/98 14.71317 15.60483871 5.329
11/12/98 14.688173 15.96774194 5.302
11/13/98 14.828853 16.20967742 5.304
11/16/98 15.091286 16.47177419 5.319
11/17/98 15.372248 16.59274194 5.335
11/18/98 15.510989 17.33870968 5.269
11/19/98 15.697525 17.09677419 5.286
11/20/98 16.14639 17.23790323 5.259
11/23/98 16.66026 17.66129032 5.292
11/24/98 16.81338 18.3266129 5.265
11/25/98 16.68171 18.3266129 5.233
11/27/98 16.61248 18.28629032 5.213
11/30/98 16.10194 17.68145161 5.121
12/1/98 16.02185 17.37903226 5.121
12/2/98 16.02704 16.97580645 5.103
12/3/98 15.867045 16.49193548 5.099
12/4/98 16.12589 16.77419355 5.143
12/7/98 16.385 17.17741935 5.145
12/8/98 16.00306 16.77419355 5.093
12/9/98 15.816945 16.83467742 5.056
12/10/98 15.352633 16.4516129 5.07
12/11/98 15.388591 16.16935484 5.133
12/14/98 15.044497 16.59274194 5.105
12/15/98 15.103662 16.99596774 5.138
12/16/98 15.145845 17.60080645 5.117
12/17/98 15.863068 17.7016129 5.103
12/18/98 15.841069 17.90322581 5.101
12/21/98 16.32986 17.76209677 5.152
12/22/98 16.45951 17.88306452 5.21
12/23/98 16.713 18.125 5.283
12/24/98 16.8 18.52822581 5.31
12/28/98 16.9649 18.72983871 5.249
12/29/98 17.2297 18.68951613 5.206
12/30/98 17.12291 18.83064516 5.178
12/31/98 17.10588 18.79032258 5.176
1/4/99 17.03045 18.87096774 5.243
1/5/99 17.23318 19.01209677 5.294
1/6/99 17.3499 19.15322581 5.253
1/7/99 17.20364 19.11290323 5.308
1/8/99 17.63446 18.79032258 5.362
1/11/99 17.09565 17.94871795 5.389
1/12/99 16.59155 17.38782051 5.331
1/13/99 16.30515 17.06730769 5.263
1/14/99 16.03759 16.20592949 5.154
1/15/99 16.35262 16.10576923 5.2
1/19/99 16.20973 17.42788462 5.218
1/20/99 16.41961 17.74839744 5.257
1/21/99 16.1712 17.62820513 5.228
1/22/99 16.01031 17.62820513 5.172
1/25/99 16.5414 18.44951923 5.202
1/26/99 16.5901 17.95634921 5.206
1/27/99 16.32627 17.46031746 5.22
1/28/99 16.77382 17.40079365 5.198
1/29/99 17.23607 17.87698413 5.178
2/1/99 17.00137 18.25396825 5.269
2/2/99 16.67887 18.73015873 5.333
2/3/99 16.33 18.71031746 5.352
2/4/99 16.13192 17.77777778 5.415
2/5/99 15.917935 17.85714286 5.455
2/8/99 16.07519 18.41269841 5.453
2/9/99 15.959814 18.41269841 5.434
2/10/99 16.00526 18.37301587 5.44
2/11/99 16.24222 18.51190476 5.449
2/12/99 15.804418 18.3531746 5.43
2/16/99 16.21873 18.31349206 5.351
2/17/99 15.837969 16.82539683 5.313
2/18/99 16.40778 17.3015873 5.362
2/19/99 16.53858 17.85714286 5.377
2/22/99 17.37708 18.11507937 5.349
2/23/99 17.17466 18.21428571 5.415
2/24/99 16.98058 18.41269841 5.502
2/25/99 16.61082 17.97619048 5.605
2/26/99 16.81736 18.41269841 5.558
3/1/99 16.95074 17.93650794 5.666
3/2/99 17.25553 18.01587302 5.625
3/3/99 17.04844 17.99603175 5.675
3/4/99 17.01506 17.71825397 5.689
3/5/99 16.97587 17.42063492 5.607
3/8/99 16.87876 17.59920635 5.591
3/9/99 17.10497 17.48015873 5.538
3/10/99 17.10938 17.42063492 5.556
3/11/99 17.15378 17.16269841 5.56
3/12/99 17.14873 16.80555556 5.531
3/15/99 17.58372 16.70634921 5.502
3/16/99 17.36043 16.82539683 5.47
3/17/99 17.0934 16.71281646 5.502
3/18/99 17.34535 16.73259494 5.489
3/19/99 17.20811 17.1875 5.533
3/22/99 17.3588 16.93037975 5.562
3/23/99 16.98757 17.56329114 5.56
3/24/99 16.84717 17.40506329 5.533
3/25/99 17.10776 16.91060127 5.582
3/26/99 16.84992 16.57436709 5.598
3/29/99 16.89821 16.43591772 5.643
3/30/99 16.56289 16.02056962 5.578
3/31/99 16.70354 17.40506329 5.618
4/1/99 16.53527 17.08860759 5.671
4/5/99 16.90985 16.6468254 5.589
4/6/99 16.70996 15.87301587 5.518
4/7/99 16.78527 16.19047619 5.511
4/8/99 16.679 15.89116719 5.43
4/9/99 16.77133 16.44321767 5.452
4/12/99 17.24118 16.79810726 5.448
4/13/99 17.22532 16.87697161 5.491
4/14/99 17.21519 16.93611987 5.502
4/15/99 17.09629 16.43081761 5.52
4/16/99 16.97109 16.62735849 5.562
4/19/99 16.67878 16.66666667 5.536
4/20/99 16.6959 16.98113208 5.509
4/21/99 16.90276 16.98113208 5.511
4/22/99 17.04309 16.43808777 5.603
4/23/99 17.10341 17.24137931 5.591
4/26/99 16.78157 16.34012539 5.567
4/27/99 16.97609 16.66015625 5.545
4/28/99 17.06444 16.5625 5.574
4/29/99 16.96865 16.6015625 5.52
4/30/99 16.69757 16.34765625 5.671
5/3/99 16.87003 16.38671875 5.66
5/4/99 16.64969 16.2109375 5.715
5/5/99 16.70353 16.3671875 5.703
5/6/99 16.39635 15.68359375 5.789
5/7/99 16.7178 15.703125 5.813
5/10/99 16.497 15.703125 5.782
5/11/99 16.65975 16.09375 5.839
5/12/99 16.87284 16.3671875 5.827
5/13/99 17.02171 16.171875 5.74
5/14/99 16.63619 15.80078125 5.909
5/17/99 16.583 15.78125 5.901
5/18/99 16.63883 15.625 5.894
5/19/99 16.763 15.56640625 5.801
5/20/99 16.79529 15.60546875 5.816
5/21/99 16.7579 15.60546875 5.773
5/24/99 16.51184 14.84375 5.764
5/25/99 16.52687 14.55078125 5.755
5/26/99 16.47372 14.2578125 5.794
5/27/99 16.36977 14.5703125 5.839
5/28/99 16.6294 14.84375 5.839
6/1/99 16.486 15.15625 5.924
6/2/99 16.33386 14.921875 5.928
6/3/99 16.41579 14.7265625 5.943
6/4/99 16.47182 14.6875 5.96
6/7/99 16.69086 14.90234375 5.963
6/8/99 16.4462 14.9609375 5.99
6/9/99 16.48544 15.3125 6.007
6/10/99 16.19179 15.17578125 6.044
6/11/99 16.01516 15.21484375 6.14
6/14/99 16.06441 15.234375 6.099
6/15/99 16.06942 15.1171875 6.099
6/16/99 16.31436 15.2734375 6.072
6/17/99 16.49456 15.95703125 5.951
6/18/99 16.43844 15.8984375 5.97
6/21/99 16.49205 16.0546875 6.027
6/22/99 16.48321 16.328125 6.059
6/23/99 16.48461 16.25 6.122
6/24/99 16.29531 16.25 6.16
6/25/99 16.30731 16.640625 6.15
6/28/99 16.41177 16.58203125 6.095
6/29/99 16.44092 16.328125 6.057
6/30/99 16.72457 16.4453125 5.988
7/1/99 14.94875 13.95663957 6.01
7/2/99 15.079129 13.82113821 5.998
7/6/99 15.210833 14.26151762 6.04
7/7/99 15.375987 14.26151762 6.062
7/8/99 15.4823 14.41395664 6
7/9/99 15.700966 14.43089431 6.005
7/12/99 15.653531 14.14295393 5.905
7/13/99 15.488916 14.00745257 5.893
7/14/99 15.256922 13.92276423 5.913
7/15/99 15.395182 14.09214092 5.903
7/16/99 15.340675 14.3800813 5.889
7/19/99 15.26996 14.26151762 5.891
7/20/99 15.010824 14.09214092 5.884
7/21/99 14.738751 14.00745257 5.898
7/22/99 15.0116 14.36314363 5.966
7/23/99 15.009931 13.95663957 6.011
7/26/99 15.06249 13.60094851 6.031
7/27/99 15.152623 13.66554054 6.006
7/28/99 15.165628 13.60887097 6.009
7/29/99 14.9295 13.48706317 6.061
7/30/99 14.694792 13.51802403 6.103
8/2/99 14.789185 13.81842457 6.114
8/3/99 14.631966 13.61815754 6.152
8/4/99 14.341078 13.46795728 6.114
8/5/99 14.348013 13.71829105 6.051
8/6/99 13.929657 13.53471295 6.149
8/9/99 14.002543 13.41789052 6.219
8/10/99 13.691943 13.28437917 6.242
8/11/99 13.7884 13.25100134 6.216
8/12/99 13.841748 13.20093458 6.258
8/13/99 14.092618 13.2176235 6.104
8/16/99 14.049603 13.18424566 6.086
8/17/99 14.263018 12.91722296 6.012
8/18/99 14.161293 12.93391188 5.996
8/19/99 13.995082 12.73364486 6.014
8/20/99 13.981786 12.71695594 5.99
8/23/99 14.25146 12.6835781 5.972
8/24/99 14.181421 12.65020027 5.934
8/25/99 14.292875 12.75033378 5.856
8/26/99 14.153514 12.39986649 5.882
8/27/99 14.02122 12.01602136 5.952
8/30/99 13.688815 11.91588785 6.061
8/31/99 13.3729 11.5987984 6.063
9/1/99 13.576895 12.21628838 6.082
9/2/99 13.336469 11.94926569 6.141
9/3/99 13.779732 11.99933244 6.021
9/7/99 13.705836 11.93333333 6.072
9/8/99 13.58977 12.06666667 6.061
9/9/99 13.256116 11.93333333 6.095
9/10/99 13.209744 12.06666667 6.027
9/13/99 12.97247 11.61666667 6.056
9/14/99 12.76738 11.3 6.106
9/15/99 12.748584 11.33333333 6.102
9/16/99 12.681677 11.8 6.074
9/17/99 12.996004 12.18333333 6.047
9/20/99 12.636295 12.1 6.072
9/21/99 12.315886 12.15 6.095
9/22/99 12.309246 12.33333333 6.088
9/23/99 12.333097 12.7 6.034
9/24/99 12.178524 12.6 5.947
9/27/99 12.205825 12.7 6.016
9/28/99 12.122091 12.55 6.061
9/29/99 11.847345 12.33333333 6.124
9/30/99 12.008561 13.13333333 6.054
10/1/99 11.833447 12.4 6.145
10/4/99 12.069578 12.43333333 6.099
10/5/99 12.286838 12.29973298 6.17
10/6/99 12.431563 12.19959947 6.17
10/7/99 12.42389 12.41655541 6.182
10/8/99 12.575823 12.2983871 6.189
10/11/99 12.410248 12.09677419 6.189
10/12/99 12.243332 11.49193548 6.226
10/13/99 11.83444 11.35752688 6.287
10/14/99 12.095518 11.10551075 6.316
10/15/99 11.786048 10.48387097 6.266
10/18/99 12.188856 10.7358871 6.299
10/19/99 12.402569 10.70228495 6.34
10/20/99 12.380895 10.38306452 6.335
10/21/99 12.264284 10.11424731 6.349
10/22/99 13.3219 11.0719086 6.349
10/25/99 12.8291 10.68548387 6.349
10/26/99 12.648086 11.40793011 6.371
10/27/99 13.054039 11.72506739 6.323
10/28/99 13.972888 13.20754717 6.249
10/29/99 13.951775 14.18463612 6.15
11/1/99 13.996966 13.54447439 6.18
11/2/99 14.098437 13.76347709 6.14
11/3/99 13.871635 14.10040431 6.131
11/4/99 14.104228 14.28571429 6.085
11/5/99 14.680925 14.69002695 6.04
11/8/99 14.505336 14.08355795 6.058
11/9/99 14.199366 13.81401617 6.063
11/10/99 14.121864 13.66239892 6.085
11/11/99 13.99988 13.51078167 6.085
11/12/99 14.458878 13.79716981 6.024
11/15/99 14.354947 14.01617251 6.031
11/16/99 14.996895 14.35309973 6.056
11/17/99 14.62233 14.08355795 6.131
11/18/99 14.490519 13.6287062 6.166
11/19/99 14.198326 13.46024259 6.163
11/22/99 13.975365 13.46024259 6.189
11/23/99 13.740461 12.51684636 6.193
11/24/99 13.534253 12.23045822 6.207
11/26/99 13.425493 12.26415094 6.229
11/29/99 13.162763 11.75876011 6.302
11/30/99 13.319713 12.06199461 6.28
12/1/99 13.165294 12.36522911 6.297
12/2/99 13.127481 12.63477089 6.316
12/3/99 13.301519 12.44946092 6.259
12/6/99 13.129204 11.87668464 6.243
12/7/99 13.161672 11.81115591 6.205
12/8/99 12.742311 11.69354839 6.226
12/9/99 12.913821 11.57594086 6.212
12/10/99 12.988849 11.76075269 6.159
12/13/99 12.406142 11.22311828 6.189
12/14/99 12.336167 11.19652406 6.3
12/15/99 12.14515 11.02941176 6.331
12/16/99 12.054956 10.96256684 6.384
12/17/99 12.009024 10.84558824 6.384
12/20/99 12.028057 10.79545455 6.432
12/21/99 12.20549 10.89572193 6.45
12/22/99 12.041197 10.82887701 6.46
12/23/99 12.281729 10.7118984 6.479
12/27/99 12.315985 10.67847594 6.457
12/28/99 12.361231 10.36096257 6.475
12/29/99 12.537919 11.11296791 6.442
12/30/99 12.671555 11.4973262 6.425
12/31/99 12.870249 11.76470588 6.475
1/3/00 12.314339 11.06283422 6.597
1/4/00 11.895025 10.77874332 6.534
1/5/00 11.783758 10.66176471 6.628
1/6/00 11.955555 11.06283422 6.575
1/7/00 12.173283 11.48061497 6.537
1/10/00 12.15054 11.56417112 6.587
1/11/00 12.037058 11.58088235 6.677
1/12/00 11.874238 11.43048128 6.705
1/13/00 12.212963 11.43048128 6.638
1/14/00 12.417583 11.64772727 6.687
1/18/00 12.165121 11.54745989 6.742
1/19/00 11.929767 10.96256684 6.716
1/20/00 11.54222 10.7118984 6.729
1/21/00 11.368076 10.64505348 6.706
1/24/00 11.240458 10.62834225 6.644
1/25/00 11.120954 10.34425134 6.634
1/26/00 11.371735 10.19385027 6.59
1/27/00 11.323744 10.11029412 6.522
1/28/00 11.048079 10.16042781 6.446
1/31/00 11.239145 10.8790107 6.488
2/1/00 11.457232 10.76666667 6.429
2/2/00 11.454321 10.82114362 6.315
2/3/00 11.383921 11.11111111 6.162
2/4/00 11.235144 10.92105263 6.215
2/7/00 11.014654 10.34539474 6.329
2/8/00 11.194442 9.901315789 6.215
2/9/00 10.872684 9.703947368 6.3
2/10/00 10.533364 9.720394737 6.434
2/11/00 10.5041 9.391447368 6.402
2/14/00 10.304275 8.667763158 6.327
2/15/00 10.430458 9.605263158 6.361
2/16/00 10.231447 9.539473684 6.373
2/17/00 10.188155 9.736842105 6.327
2/18/00 9.957266 9.506578947 6.265
2/22/00 9.859649 9.457236842 6.183
2/23/00 9.8228 9.671052632 6.246
2/24/00 9.554351 9.654605263 6.227
2/25/00 9.494653 9.0625 6.267
2/28/00 9.628959 9.276315789 6.301
2/29/00 9.657938 9.309210526 6.251
3/1/00 9.844838 9.967105263 6.267
3/2/00 9.602693 9.572368421 6.265
3/3/00 9.634475 9.013157895 6.241
3/6/00 9.43963 8.717105263 6.272
3/7/00 9.164118 8.223684211 6.272
3/8/00 8.957136 8.141447368 6.281
3/9/00 8.982286 8.009868421 6.272
3/10/00 8.95284 7.993421053 6.303
3/13/00 8.772406 7.828947368 6.286
3/14/00 8.693375 8.075657895 6.218
3/15/00 9.282029 8.355263158 6.185
3/16/00 10.210954 10.03289474 6.159
3/17/00 10.0517 9.210526316 6.12
3/20/00 10.085351 9.473684211 6.108
3/21/00 10.650041 10.65789474 6.088
3/22/00 10.769907 10.21381579 6.095
3/23/00 11.268288 11.34868421 6.038
3/24/00 11.573186 11.20065789 6.118
3/27/00 11.102345 10.65789474 6.115
3/28/00 11.041855 10.625 6.115
3/29/00 11.137138 10.95394737 6.113
3/30/00 11.642365 11.85855263 6.015
3/31/00 11.61462 12.33552632 5.975
4/3/00 11.769514 12.5 5.963
4/4/00 11.507674 12.61513158 5.88
4/5/00 11.388894 12.53289474 5.93
4/6/00 11.295026 12.68092105 5.917
4/7/00 10.877772 12.63157895 5.829
4/10/00 11.012739 12.63157895 5.81
4/11/00 11.173732 12.58223684 5.901
4/12/00 11.383858 12.86184211 5.979
4/13/00 11.492493 12.64802632 5.943
4/14/00 10.566057 12.35197368 5.941
4/17/00 10.432175 12.58223684 6.065
4/18/00 10.723282 12.53289474 6.056
4/19/00 10.593288 12.40131579 5.979
4/20/00 10.86112 12.61513158 5.959
4/24/00 11.099085 13.15789474 6.001
4/25/00 11.395855 12.234375 6.069
4/26/00 10.973639 12.015625 6.081
4/27/00 10.593393 12.109375 6.131
4/28/00 11.280507 12.3125 6.101
5/1/00 11.497465 12.234375 6.113
5/2/00 11.323741 12.15625 6.159
5/3/00 10.913988 11.89440994 6.25
5/4/00 10.897984 11.89814815 6.324
5/5/00 10.899638 12.20679012 6.334
5/8/00 11.000434 12.31481481 6.397
5/9/00 10.98082 12.34567901 6.351
5/10/00 10.918046 12.03703704 6.307
5/11/00 11.003578 12.06790123 6.288
5/12/00 11.230827 12.17592593 6.349
5/15/00 11.512005 12.26851852 6.308
</TABLE>
Source: First Call median estimates using daily data from 6/16/97 to 5/15/00.
Forward earnings apply to current year from Jan. 1 to June 30 and
forward year from July 1 to Dec. 31.
<PAGE> 44
<PAGE> 45
HARTFORD LIFE, INC.
HLI VS. HIG P/E COMPARISON
HARTFORD LIFE RELATIVE THE HARTFORD FINANCIAL SERVICES GROUP
<TABLE>
<CAPTION>
HIG HLI
P/FE P/FE
<S> <C> <C>
6/16/97 13.8 16.96429
6/17/97 13.58 17.08333
6/18/97 13.5 17.2619
6/19/97 13.6 16.78571
6/20/97 13.58 16.90476
6/23/97 13.44 16.60714
6/24/97 13.53 17.2619
6/25/97 13.56 17.67857
6/26/97 13.5 17.5
6/27/97 13.42 17.44048
6/30/97 13.24 17.85714
7/1/97 11.80108 15
7/2/97 12.17742 15.25
7/3/97 12.39247 16
7/7/97 12.39247 15.8
7/8/97 12.30357 15.4
7/9/97 12.375 15.7
7/10/97 12.54464 15.55
7/11/97 12.57143 15.9
7/14/97 12.49107 15.6
7/15/97 12.47321 15.2
7/16/97 12.5625 15.675
7/17/97 12.25 15.65
7/18/97 11.94643 15.4
7/21/97 11.84821 14.95
7/22/97 12.13393 15.25
7/23/97 12.49107 16.375
7/24/97 12.3125 16
7/25/97 12.42857 16.05
7/28/97 12.26786 15.95
7/29/97 12.34821 15.9
7/30/97 12.51786 16.7
7/31/97 12.44643 16.45
8/1/97 12.23214 16.55
8/4/97 12.32143 15.6
8/5/97 12.32143 15.475
8/6/97 12.55357 15.83333
8/7/97 12.32143 16.07843
8/8/97 12.13393 15.29412
8/11/97 12.24107 15.29412
8/12/97 11.90179 15.09804
8/13/97 11.83036 14.63235
8/14/97 11.79464 14.60784
8/15/97 11.75 14.21569
8/18/97 11.875 14.16667
8/19/97 12.16964 14.26471
8/20/97 12.16071 14.38725
8/21/97 12.02679 13.62745
8/22/97 11.91071 13.30882
8/25/97 11.91071 13.92157
8/26/97 11.51786 14.09314
8/27/97 11.51786 13.9951
8/28/97 11.44643 14.19118
8/29/97 11.39286 14.63235
9/2/97 11.71429 14.5098
9/3/97 11.875 14.85294
9/4/97 11.625 14.01961
9/5/97 11.75 13.82353
9/8/97 11.82143 13.72549
9/9/97 11.875 13.72549
9/10/97 11.79464 13.82353
9/11/97 11.53571 14.16667
9/12/97 11.67857 14.80392
9/15/97 11.79464 14.7549
9/16/97 12.05357 14.73039
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10/13/97 12.05357 14.73039
10/14/97 12 14.46078
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10/20/97 11.89286 14.90196
10/21/97 12.16071 15.2451
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10/23/97 12.26786 14.77941
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10/27/97 11.73214 13.72549
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1/2/98 13.1875 16.97115
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4/6/98 16 19.77576
4/7/98 15.96429 19.13168
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6/1/98 15.75893 18.96226
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10/5/98 11.52597 12.66129
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11/24/98 15 18.32661
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12/1/98 14.23701 17.37903
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1/4/99 14.35065 18.87097
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8/5/99 11.99713 13.71829
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9/28/99 9.612069 12.55
9/29/99 9.41092 12.33333
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10/1/99 9.084302 12.4
10/4/99 9.389535 12.43333
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10/8/99 9.563953 12.29839
10/11/99 9.273256 12.09677
10/12/99 9.171512 11.49194
10/13/99 8.77907 11.35753
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10/29/99 12.48494 14.18464
11/1/99 12.3494 13.54447
11/2/99 12.65244 13.76348
11/3/99 12.2561 14.1004
11/4/99 12.66768 14.28571
11/5/99 13.03354 14.69003
11/8/99 12.7439 14.08356
11/9/99 12.71341 13.81402
11/10/99 12.30183 13.6624
11/11/99 12.0122 13.51078
11/12/99 12.13415 13.79717
11/15/99 12.22561 14.01617
11/16/99 12.31707 14.3531
11/17/99 11.87879 14.08356
11/18/99 11.63636 13.62871
11/19/99 11.83333 13.46024
11/22/99 11.51515 13.46024
11/23/99 11.55488 12.51685
11/24/99 11.1128 12.23046
11/26/99 11.20427 12.26415
11/29/99 11.19474 11.75876
11/30/99 11.3872 12.06199
12/1/99 11.4939 12.36523
12/2/99 11.18902 12.63477
12/3/99 11.21951 12.44946
12/6/99 10.53354 11.87668
12/7/99 10.44207 11.81116
12/8/99 10.37729 11.69355
12/9/99 10.67073 11.57594
12/10/99 11.1128 11.76075
12/13/99 11.25 11.22312
12/14/99 10.89939 11.19652
12/15/99 10.70122 11.02941
12/16/99 10.44207 10.96257
12/17/99 10.54878 10.84559
12/20/99 10.36585 10.79545
12/21/99 10.47256 10.89572
12/22/99 10.79268 10.82888
12/23/99 11.20427 10.7119
12/27/99 11.28049 10.67848
12/28/99 11.31098 10.36096
12/29/99 11.25 11.11297
12/30/99 11.47866 11.49733
12/31/99 11.55488 11.76471
1/3/00 11.03659 11.06283
1/4/00 10.67073 10.77874
1/5/00 10.35061 10.66176
1/6/00 10.44207 11.06283
1/7/00 10.92988 11.48061
1/10/00 10.74695 11.56417
1/11/00 10.82317 11.58088
1/12/00 10.625 11.43048
1/13/00 10.53354 11.43048
1/14/00 10.65549 11.64773
1/18/00 10.19817 11.54746
1/19/00 9.878049 10.96257
1/20/00 9.618902 10.7119
1/21/00 9.253049 10.64505
1/24/00 9.435976 10.62834
1/25/00 9.171687 10.34425
1/26/00 9.39759 10.19385
1/27/00 9.412651 10.11029
1/28/00 8.990964 10.16043
1/31/00 9.242424 10.87901
2/1/00 9.409091 10.76667
2/2/00 9.64939 10.82114
2/3/00 9.939024 11.11111
2/4/00 10.21341 10.92105
2/7/00 9.740854 10.34539
2/8/00 9.146341 9.901316
2/9/00 8.628049 9.703947
2/10/00 8.445122 9.720395
2/11/00 8.445122 9.391447
2/14/00 8.231707 8.667763
2/15/00 8.612805 9.605263
2/16/00 8.292683 9.539474
2/17/00 8.292683 9.736842
2/18/00 8.064024 9.506579
2/22/00 8.04878 9.457237
2/23/00 7.972561 9.671053
2/24/00 7.926829 9.654605
2/25/00 7.560976 9.0625
2/28/00 7.560976 9.276316
2/29/00 7.621951 9.309211
3/1/00 7.591463 9.967105
3/2/00 7.469512 9.572368
3/3/00 7.560976 9.013158
3/6/00 7.560976 8.717105
3/7/00 7.317073 8.223684
3/8/00 7.164634 8.141447
3/9/00 7.347561 8.009868
3/10/00 7.408537 7.993421
3/13/00 7.195122 7.828947
3/14/00 7.317073 8.075658
3/15/00 8.140244 8.355263
3/16/00 9.817073 10.03289
3/17/00 8.734756 9.210526
3/20/00 8.887195 9.473684
3/21/00 9.756098 10.65789
3/22/00 9.786585 10.21382
3/23/00 10.12195 11.34868
3/24/00 10.53354 11.20066
3/27/00 10.30488 10.65789
3/28/00 10.32012 10.625
3/29/00 10.70122 10.95395
3/30/00 11.31098 11.85855
3/31/00 12.86585 12.33553
4/3/00 12.43902 12.5
4/4/00 12.16463 12.61513
4/5/00 11.93598 12.53289
4/6/00 11.61585 12.68092
4/7/00 11.35671 12.63158
4/10/00 11.6311 12.63158
4/11/00 11.55488 12.58224
4/12/00 11.79878 12.86184
4/13/00 11.55488 12.64803
4/14/00 10.79268 12.35197
4/17/00 11.41768 12.58224
4/18/00 11.37195 12.53289
4/19/00 10.96037 12.40132
4/20/00 11.57012 12.61513
4/24/00 12.65244 13.15789
4/25/00 12.92169 12.23438
4/26/00 12.31928 12.01563
4/27/00 12.03313 12.10938
4/28/00 12.54518 12.3125
5/1/00 12.94379 12.23438
5/2/00 12.78107 12.15625
5/3/00 12.22059 11.89441
5/4/00 12.05882 11.89815
5/5/00 12.10294 12.20679
5/8/00 12.44118 12.31481
5/9/00 12.36765 12.34568
5/10/00 12.25 12.03704
5/11/00 12.70588 12.0679
5/12/00 12.53493 12.17593
5/15/00 13.39706 12.26852
</TABLE>
<TABLE>
<CAPTION>
HLI HIG
----- -----
<S> <C> <C>
IPO-current(1) 15.4x 12.9x
97 Avg. 15.2 12.3
98 Avg. 17.4 14.1
99 Avg.(2) 14.7 13.1
00 Avg.(1) 10.0 10.1
</TABLE>
(1) HLI 2000 P/E numbers apply up to 3/27/00, the day of HIG proposal.
(2) From 6/16/97 - 12/31/97 for both HLI and HIG.
Source: First Call median estimates. Forward earnings apply to current year from
Jan. 1 to June 30 and forward year from July 1 to Dec. 31.
<PAGE> 46
HARTFORD LIFE, INC.
HLI OWNERSHIP
<TABLE>
<CAPTION>
OWNER NAME HOLDINGS (SHARES) VALUE OF HOLDINGS(a) PERCENT OF TOTAL
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS B SHARES HLI Class A shares are
The Hartford Financial Services Group, Inc. 114,000,000 $5,664,375,000 81.35% widely held with no
apparent significant
CLASS A SHARES shareholders which
13-F INSTITUTIONS could inhibit the
Fidelity Mgmt & Research Co 2,650,760 $ 131,709,638 1.89% process of a
Goldman Sachs And Company 1,171,107 58,189,379 0.84 transaction.
Firstar Inv Research & Mgmt Co 1,078,125 53,569,336 0.77
Independence Invt Assoc, Inc. 928,100 46,114,969 0.66
TCW Group, Inc. 788,880 39,197,475 0.56
Northern Trust Company 766,788 38,099,779 0.55
Oppenheimer Funds Inc. 693,100 34,438,406 0.49
Wellington Management Co, LLP 681,200 33,847,125 0.49
MSDW Advisors 551,262 27,390,831 0.39
Putnam Investment Management 464,082 23,059,074 0.33
Barclays Bank Plc 438,433 21,784,640 0.31
Montana Board Of Investments 417,200 20,729,625 0.30
Mellon Private Asset Mgmt 360,754 17,924,964 0.26
Invesco Funds Group 324,100 16,103,719 0.23
First Quadrant L.P. 312,000 15,502,500 0.22
Other 13-F Institutions 6,288,128 312,441,360 4.49
- ----------------------------------- ----------- -------------- ------
Total 17,914,019 $ 890,102,819 12.78%
DIRECTORS AND MANAGEMENT:
Lowndes A. Smith 271,590 $ 13,494,628 0.19%
Thomas M. Marra 268,998 13,365,838 0.19
John P. Ginnett 46,087 2,289,948 0.03
Other Insiders 147,313 7,319,615 0.11
- ----------------------------------- ----------- -------------- ------
Total 733,988 $ 36,470,029 0.52%
OTHER HOLDERS 7,483,259 371,824,440 5.34
- ----------------------------------- ----------- -------------- ------
TOTAL (b) 140,131,266 $6,962,772,288 100.00%
=========== ============== ======
</TABLE>
(a) Based on closing stock price as of 05/15/00.
(b) Diluted shares outstanding.
Source: CDA/Spectrum as of 12/31/99 and HLI proxy statement dated 3/31/99.
<PAGE> 47
HLI OWNERSHIP MOMENTUM ANALYSIS HARTFORD LIFE, INC.
THE 35 LARGEST 13-F HOLDERS OF HLI CLASS A COMMON SHARES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
SHARE-WEIGHTED SHARE COUNT (IN MM) FOR THE PERIOD ENDING
----------------------------------------------------------------
OWNER NAME AVERAGE 31-DEC-99 30-SEP-99 30-JUN-99 31-MAR-99 31-DEC-98 30-SEP-98
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity Mgmt & Research Co $47.99 2.65 1.82 1.42 0.47 0.48 0.52
Goldman Sachs and Company 34.49 1.17 1.38 1.42 1.78 1.78 1.78
Firstar Inv Research & Mgmt Co 47.56 1.08 0.50 0.37 -- -- --
Independence Invt Assoc, Inc. 50.72 0.93 1.36 1.35 1.36 1.39 1.40
TCW Group, Inc. 43.20 0.79 0.30 0.26 0.24 0.23 0.19
Northern Trust Company 39.31 0.77 0.86 0.92 1.30 1.18 1.27
Oppenheimer Funds Inc. 40.32 0.69 0.63 0.64 0.43 0.43 0.43
Wellington Management Co, LLP 50.24 0.68 0.63 0.57 -- -- --
MSDW Advisors Inc. 43.18 0.55 0.31 0.25 0.23 0.20 0.28
Putnam Investment Management 47.46 0.46 0.31 -- 0.12 0.30 0.30
Barclays Bank plc 47.19 0.44 0.27 0.27 0.10 0.08 0.10
Montana Board of Investments 38.16 0.42 0.42 0.42 0.42 0.35 0.35
Mellon Private Asset Mgmt. 46.19 0.36 0.40 0.19 0.20 0.20 0.20
INVESCO Funds Group 40.15 0.32 0.31 0.31 0.40 0.43 0.43
First Quadrant L.P. 48.16 0.31 0.16 0.16 -- 0.01 0.01
Fleet Boston Corporation 48.76 0.28 0.33 0.02 0.02 0.02 0.02
Fidelity International LTD 50.06 0.26 0.26 0.24 0.08 0.08 0.00
MFS Investment Management 46.46 0.26 0.26 0.10 0.07 0.17 0.19
Denver Investment Advisors LLC 38.99 0.25 0.41 0.51 0.54 0.92 0.96
Citigroup Investments Inc. 47.47 0.25 0.31 0.18 0.24 0.31 0.12
Vanguard Group 46.95 0.24 0.24 0.24 0.23 0.20 0.06
State Str Bk & Trust Co Boston 45.37 0.23 0.23 0.22 0.15 0.12 0.11
Thompson, Plumb & Assoc, Inc. 50.05 0.23 0.22 0.21 0.11 0.09 --
Advantus Capital Management 39.89 0.23 0.18 0.18 0.19 0.20 0.21
PaineWebber Group Inc 50.31 0.22 0.34 0.37 0.27 0.21 0.21
First Union Corporation 45.23 0.20 -- 0.01 0.01 0.01 0.01
Dimensional Fund Advisors, Inc. 45.23 0.18 -- -- -- -- --
Taunus Corporation 37.99 0.18 0.24 0.28 0.30 0.32 0.32
College Retire Equities 47.40 0.17 0.19 0.18 0.14 0.15 0.15
AXA Financial, Inc. 42.99 0.16 0.40 0.43 0.46 0.42 0.33
Capital Guardian Trust Company 40.48 0.14 0.14 0.14 0.09 0.09 0.09
Scudder Kemper Inves Inc. 46.07 0.13 0.13 0.13 0.07 0.08 0.10
Quaker Partners LLC 45.23 0.12 -- -- -- -- --
Robert Fleming (Flem Cap) 46.44 0.12 0.12 0.12 0.12 0.12 0.12
Chesapeake Capital Mgmt, Inc. 35.69 0.11 0.12 0.12 0.12 0.12 0.12
----------------------------------------------------------------
15.61 13.77 12.24 10.25 10.70 10.37
Average Cost Basis $44.83
Average Quarterly Price $46.97 $45.23 $48.61 $50.86 $55.59 $48.93 $55.59
Source: CDA/Spectrum
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
SHARE COUNT (IN MM) FOR THE PERIOD ENDING
------------------------------------------------------------
OWNER NAME 30-JUN-98 31-MAR-98 31-DEC-97 30-SEP-97 30-JUN-97
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity Mgmt & Research Co 0.54 0.24 0.10 -- 0.71
Goldman Sachs and Company 1.78 1.78 1.78 1.78 1.78
Firstar Inv Research & Mgmt Co -- -- -- -- --
Independence Invt Assoc, Inc. 0.58 0.58 0.06 0.02 0.02
TCW Group, Inc. 0.23 0.29 0.33 0.32 0.33
Northern Trust Company 1.24 1.21 1.12 1.20 0.64
Oppenheimer Funds Inc. 0.43 0.43 0.43 0.43 0.43
Wellington Management Co, LLP -- -- -- -- --
MSDW Advisors Inc. 0.58 0.63 0.51 0.58 0.65
Putnam Investment Management 0.33 0.33 0.34 0.34 0.36
Barclays Bank plc 0.08 0.08 0.08 0.07 --
Montana Board of Investments 0.39 0.51 0.51 0.46 0.46
Mellon Private Asset Mgmt. 0.20 0.11 0.40 0.11 0.05
INVESCO Funds Group 0.49 0.47 0.31 0.25 0.14
First Quadrant L.P. -- -- -- -- --
Fleet Boston Corporation 0.00 0.00 0.00 0.00 0.05
Fidelity International LTD 0.00 0.00 0.00 -- --
MFS Investment Management 0.18 0.18 0.09 0.35 0.40
Denver Investment Advisors LLC 0.84 0.74 0.74 0.72 0.70
Citigroup Investments Inc. 0.17 0.08 0.09 0.08 0.08
Vanguard Group 0.06 0.15 0.14 0.13 0.09
State Str Bk & Trust Co Boston 0.23 0.23 0.17 0.07 0.05
Thompson, Plumb & Assoc, Inc. 0.14 0.16 0.16 0.12 0.08
Advantus Capital Management 0.22 0.30 0.30 0.03 0.08
PaineWebber Group Inc 0.08 0.09 0.09 0.08 0.06
First Union Corporation 0.25 0.10 0.09 0.09 0.08
Dimensional Fund Advisors, Inc. -- -- -- -- --
Taunus Corporation 0.32 0.34 0.34 0.33 0.02
College Retire Equities 0.09 0.12 0.08 0.01 --
AXA Financial, Inc. 0.92 0.99 0.65 0.17 0.35
Capital Guardian Trust Company 0.09 0.09 0.09 0.09 0.10
Scudder Kemper Inves Inc. 0.12 0.09 0.09 0.79 --
Quaker Partners LLC -- -- -- -- --
Robert Fleming (Flem Cap) 0.37 0.24 -- -- --
Chesapeake Capital Mgmt, Inc. 0.12 0.12 0.10 0.10 0.10
-----------------------------------------------------------
Average Cost Basis 11.07 10.67 9.16 8.73 7.81
Average Quarterly Price $50.08 $44.49 $38.80 $38.12 $34.49
Source: CDA/Spectrum
</TABLE>
<PAGE> 48
HARTFORD LIFE, INC.
TRADING VOLUME
The following graphs show the HLI Class A common stock volume traded at
various stock prices
Histogram
HARTFORD LIFE INC CL A
HLI 41659210
U.S. Dollar
<TABLE>
<CAPTION>
FROM: 21-MAY-1997 15-MAY-00
Bottom Top Volume % Volume
<S> <C> <C> <C>
30.000 $30-$32 1370 0.9
32.000 $32-$34 17783 11.4
34.000 $34-$36 11035 7.1
36.000 $36-$38 16781 10.8
38.000 $38-$40 12889 8.3
40.000 $40-$42 11950 7.7
42.000 $42-$44 10731 6.9
44.000 $44-$46 5459 3.5
46.000 $46-$48 13746 8.8
48.000 $48-$50 14686 9.4
50.000 $50-$52 13774 8.9
52.000 $52-$54 9378 6.0
54.000 $54-$56 5240 3.4
56.000 $56-$58 4381 2.8
58.000 $58-$60 4722 3.0
60.000 $60-$62 1061 0.7
62.000 $62-$64 419 0.3
</TABLE>
NOTE: The Histogram report is based on the average high and low prices for
current day, not the closing price.
VOLUME WEIGHTED AVERAGE PRICE:
IPO to current $ 43.81
Last Twelve Months 45.07
<TABLE>
<CAPTION>
IPO-CURRENT
Top Volume
<S> <C> <C> <C> <C>
31.000 1370 0.008813739 31.000 1370 0.027309
33.000 17783 0.11442739 33.000 648 0.012924
35.000 11035 0.07101054 35.000 932 0.018586
37.000 16781 0.10798423 37.000 3875 0.077264
39.000 12889 0.082939363 39.000 3122 0.062241
41.000 11950 0.076894516 41.000 4877 0.097236
43.000 10731 0.069051144 43.000 4369 0.087111
45.000 5459 0.035128834 45.000 2578 0.051392
47.000 13746 0.088453983 47.000 9792 0.195242
49.000 14686 0.094498829 49.000 9799 0.195375
51.000 13774 0.088630296 51.000 5915 0.117942
53.000 9378 0.060346797 53.000 2740 0.05462
55.000 5240 0.033717684 55.000 138 0.002757
57.000 4381 0.028192125 50155
59.000 4722 0.030385103
61.000 1061 0.006826674
63.000 419 0.002698753
155405
43.81432077 45.06617
</TABLE>
Histogram
HARTFORD LIFE INC CL A
HLI 41659210
U.S. Dollar
<TABLE>
<CAPTION>
FROM: 14-MAY-1999 15-MAY-2000
Bottom Price Volume % Volume
<S> <C> <C> <C> <C>
30.000 $30-$32 1370 2.7
32.000 $32-$34 648 1.3
34.000 $34-$36 932 1.9
36.000 $36-$38 3875 7.7
38.000 $38-$40 3122 6.2
40.000 $40-$42 4877 9.7
42.000 $42-$44 4369 8.7
44.000 $44-$46 2578 5.1
46.000 $46-$48 9792 19.5
48.000 $48-$50 9799 19.5
50.000 $50-$52 5915 11.8
52.000 $52-$54 2740 5.5
54.000 $54-$56 138 0.3
</TABLE>
NOTE: The Histogram report is based on the average high and low prices for
current day, not the closing price.
Source: Factset Compustat
As of May 15, 2000
<PAGE> 49
HARTFORD LIFE, INC.
SELECTED MINORITY BUY-IN TRANSACTIONS: 1992 - PRESENT
ALL PRECEDENT TRANSACTIONS
<TABLE>
<CAPTION>
PER SHARE % CHANGE
DATE ---------------- FROM
- -------------------- INITIAL FINAL OFFER INITIAL
ANNOUNCED COMPLETED PRICE PRICE AMENDED? OFFER ACQUIROR NAME TARGET NAME
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <S>
3/23/00 PENDING $ 3.40 $ 4.10 YES 20.59% SECURITY CAPITAL GROUP INC HOMESTEAD VILLAGE INC
3/21/00 4/20/00 41.50 41.95 YES 1.08 CITIGROUP INC TRAVELERS PROPERTY CASUALTY
3/21/00 PENDING 13.00 -- -- -- CONTINENTAL CASUALTY (CNA FINL) CNA SURETY CORP (CNA FINANCIAL)
3/17/00 Pending 71.00 -- -- -- BP Amoco PLC Vastar Resources Inc
3/16/00 Pending 0.94 -- no -- Spotless Group Ltd Spotless Services Ltd
3/3/00 Pending 80.05 -- no -- Linde AG WA Hoek's Machine
2/23/00 PENDING 15.71 16.30 NO 3.70 DROTT AB (SKANSKA AB) FASTIGHETS AB BALDER
2/22/00 Pending 62.01 62.01 no -- Global Crossing Ltd IXnet Inc (IPC Information)
2/14/00 Pending 71.50 71.50 no -- Healtheon/WebMD Inc CareInsite Inc (Synetic Inc)
2/11/00 Pending 106.37 106.37 no -- Pizensky Prazdroj Pivovar Radegast as
2/8/00 3/22/00 147.93 147.93 NO -- DEXIA BELGIUM DEXIA FRANCE (DEXIA BELGIUM)
1/31/00 Pending 15.00 15.00 no -- Thermo Instrument Systems Inc Thermo Optek Corp
1/31/00 Pending 17.00 17.00 no -- Thermo Instrument Systems Inc ThermoQuest Corp
1/31/00 Pending 28.00 28.00 no -- Thermo Instrument Systems Inc Thermo BioAnalysis (Thermo)
1/19/00 4/18/00 10.50 12.50 YES 19.05 METROPOLITAN LIFE INSURANCE CO CONNING CORP
1/19/00 Pending 49.00 49.00 no -- Dexter Corp Life Technologies Inc (Dexter)
1/19/00 2/9/00 23.50 23.50 no -- Elyo(Suez Lyonnaise des Eaux) Trigen Energy Corp
1/11/00 Pending 21.00 21.00 no -- Investor Group Hayes Lemmerz International
1/10/00 Pending 3.36 3.36 no -- Snia-BPD SpA Sorin Biomedica SpA
12/21/99 12/21/99 -- -- -- -- Guardian Industries Corp OIS Optical Imaging Systems
12/17/99 2/16/00 4.40 4.40 no -- Arrasas Ltd (Star Cruises PLC) NCL Holding ASA
12/8/99 Pending -- -- -- -- Heico Companies LLC Robertson-Ceco Corp
12/2/99 1/17/00 175.87 175.87 NO -- DEXIA BELGIUM DEXIA FRANCE (DEXIA BELGIUM)
12/1/99 Pending 13.25 16.50 yes 24.53 Boise Cascade Corp Boise Cascade Office Products
11/24/99 2/15/00 1.94 1.94 no -- Malbak Ltd MY Holdings PLC
11/19/99 12/29/99 5.51 5.51 no -- Stiga Intressenter Monark Stiga AB
11/16/99 Pending 6.00 6.00 no -- Thermo Electron Corp Thermo TerraTech Inc (Thermo)
11/15/99 12/17/99 14.20 14.20 no -- Investor Group Amway Japan Ltd (Amway Corp)
11/12/99 Pending 17.00 17.00 no -- Cordant Technologies Inc Howmet International Inc
11/11/99 4/25/00 52.56 52.56 NO -- ALPHA CREDIT BANK IONIAN BANK
11/5/99 11/5/99 36.50 36.50 NO -- DISCOUNT INVESTMENT CORP (IDB) PEC ISRAEL ECONOMIC CORP
10/28/99 12/8/99 457.09 457.09 no -- Zodiac SA Intertechnique SA
10/25/99 Pending 0.72 0.72 no -- Acer Inc Acer Computer Intl (Acer Inc)
10/21/99 WITHDRAWN 45.00 45.00 NO -- CITIGROUP Inc STUDENT LOAN CORPORATION
10/21/99 Pending 22.25 22.25 no -- Rohm Co Ltd Wako Electric Co Ltd
10/19/99 12/23/99 79.51 79.51 no -- Debis Systemhaus GmbH Soleri
10/18/99 12/22/99 57.96 57.96 no -- Newell Co Reynolds SA
10/14/99 11/18/99 153.60 153.60 no -- Pinault-Printemps Redoute Guilbert SA (Pinault-Printemps)
10/14/99 Pending 153.60 153.60 no -- Pinault-Printemps Redoute Guilbert SA (Pinault-Printemps)
10/14/99 Pending 33.95 33.95 no -- Sappi Ltd Leykam-Muerzlaler Papier AG
10/4/99 1/20/00 86.86 86.86 NO -- IVECO NEDERLAND BV (FIAT SPA) FRAIKIN SA (FINANCIERE FRAIKIN)
10/4/99 Pending 86.86 86.86 no -- Iveco Nederland BV (Fiat SpA) Fraikin (Financiere Fraikin)
10/2/99 1/22/00 3.54 3.54 NO -- DBS GROUP HOLDINGS INSURANCE CORP OF SINGAPORE
9/24/99 11/19/99 1.98 1.79 Yes (9.84) AMP LTD GIO AUSTRALIA HOLDINGS LTD
9/20/99 Pending 22.00 22.00 no -- Elyo (Suez Lyonnaise des Eaux) Trigen Energy Corp
9/6/99 Pending 48.51 48.51 no -- Fortum Corp (Finland) Lansivoima Oyi (Fortum)
</TABLE>
<TABLE>
<CAPTION>
OFFER PREMIUM PERCENT PERCENT
DEAL ---------------- HELD AT OWNED
VALUE % % 1 WEEK 4 WEEK ANN PERCENT AFTER
($M) STOCK CASH PRIOR PRIOR DATE SOUGHT TRANSACTION
- ----------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
$ 130.1 -- 100.0% 56.2% 98.8% 72.3% -- NA
2,423.0 -- 100.0 39.3 35.1 85.0 15.0 98.7
218.4 -- 100.0 10.6 18.9 61.2 -- NA
1,335.5 -- 100.0 15.4 44.9 80.1 -- NA
101.7 100.0 0.0 28.3 25.1 67.0 33.0 NA
205.5 -- 100.0 94.4 113.1 65.0 35.0 NA
145.3 -- 100.0 37.9 38.6 62.6 100.0 NA
876.9 100.0 (0.0) 22.8 25.9 72.4 -- NA
1,883.8 100.0 0.0 (0.7) (3.4) 64.9 -- NA
79.5 -- 100.0 15.0 13.4 94.1 5.9 NA
91.9 -- 100.0 13.5 0.7 98.5 1.5 NA
51.8 -- 100.0 (5.1) 41.2 90.0 -- NA
96.9 -- 100.0 47.0 61.9 85.4 -- NA
167.9 -- 100.0 55.6 53.4 70.1 29.9 NA
84.6 -- 100.0 38.9 52.1 56.6 43.4 98.0
356.9 -- 100.0 -- -- 70.0 30.0 NA
159.2 -- 100.0 42.4 31.9 49.6 -- NA
165.2 -- 100.0 23.5 38.8 72.0 28.0 NA
128.5 97.2 2.8 8.9 10.8 75.0 25.0 NA
40.2 -- 100.0 -- -- 79.6 -- 100.0
364.9 -- 100.0 52.8 59.8 69.0 31.0 100.0
49.6 -- 100.0 -- -- 69.2 -- NA
314.1 100.0 (0.0) 10.6 31.7 94.0 6.0 98.4
205.3 -- 100.0 55.3 60.0 80.5 -- NA
97.5 -- 100.0 41.2 41.2 63.2 36.8 100.0
42.3 -- 100.0 48.4 84.0 71.7 28.3 NA
80.7 100.0 0.0 (9.4) 11.6 53.7 -- NA
488.8 -- 100.0 49.7 41.9 76.1 23.9 NA
261.4 -- 100.0 18.8 38.1 84.6 -- NA
721.1 100.0 (0.0) (7.2) (6.8) 51.0 49.0 NA
205.8 -- 100.0 1.0 2.8 69.3 -- 100.0
175.2 -- 100.0 11.1 26.8 63.4 36.6 NA
73.7 -- 100.0 79.1 67.8 63.1 36.9 NA
180.0 -- 100.0 11.6 0.8 80.0 -- NA
95.9 100.0 (0.0) 4.0 22.1 66.6 33.4 NA
52.5 -- 100.0 13.1 22.5 58.9 41.1 NA
62.2 -- 100.0 32.7 32.0 51.2 48.8 100.0
480.0 100.0 0.0 10.7 9.3 57.3 42.7 91.6
597.3 100.0 -- 10.7 9.3 57.3 42.7 NA
93.7 -- 96.2 57.6 54.8 74.0 26.0 NA
229.9 -- 100.0 30.2 37.5 61.6 36.2 NA
220.0 -- 100.0 30.2 37.5 63.0 37.0 NA
90.5 100.1 (0.1) 62.2 58.7 49.2 50.8 NA
937.0 -- 100.0 2.6 5.8 57.2 42.8 100.0
132.7 -- 100.0 20.5 18.1 49.6 50.4 --
78.3 -- 100.0 2.0 -- 75.3 24.7 --
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<PAGE> 50
HARTFORD LIFE, INC.
SELECTED MINORITY BUY-IN TRANSACTIONS: 1992-PRESENT
<TABLE>
<CAPTION>
ALL PRECEDENT TRANSACTIONS
PER SHARE
DATE ----------------- % CHANGE
- ------------------- INITIAL FINAL OFFER FROM INITIAL
ANNOUNCED COMPLETED PRICE PRICE AMENDED? OFFER ACQUIROR NAME
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
9/3/99 11/15/99 $ 2.33 $ 2.33 NO - ROBERT STEPHEN HOLDING PLC
9/3/99 PENDING 10.30 10.30 NO - INVESTOR GROUP
8/25/99 11/12/99 1.32 1.32 no - TransAlta Corp
8/24/99 Pending 37.27 37.27 NO - SOVABAIL (AFFINE)
8/19/99 12/8/99 189.47 189.47 no - Suez Lyonnaise des Eaux SA
8/16/99 9/14/99 13.91 15.04 YES 8.11 TRG (EUROPE) BV
8/6/99 Withdrawn 38.53 38.53 no - Volvo AB
8/2/99 Pending 1.57 1.57 no - Sasol Chemical Industries Ltd
7/29/99 PENDING 8.75 8.75 NO - CACTUS ACQUISITIONS INC
7/27/99 Pending 47.95 47.95 no - Heldelberger Zement AG
7/15/99 7/30/99 198.94 198.94 no - Suez Lyonnaise des Eaux SA
7/12/99 11/18/99 - - - - Walt Disney Co
7/7/99 WITHDRAWN 42.48 42.48 NO - INVESTINCI A POSTNOVNI BANKS
7/6/99 1/25/00 665.98 665.98 NO - AXA COLONIA KONZERN AG
6/18/99 8/31/99 1.09 1.09 NO - SHV BRASILEIRA PARTICIPACOES
6/8/99 7/28/99 37.00 37.00 no - Merck E (Merck AG)
6/2/99 PENDING 2.64 2.64 NO - BANCA ANTONIANA POPOLARE
5/27/99 7/27/99 1.99 1.99 NO - EVANS PROPERTY HOLDINGS PLC
5/19/99 9/13/99 16.94 18.46 yes 9.00 Hoechst AG
5/7/99 7/30/99 35.62 35.62 no - McDermott International Inc
4/14/99 5/12/99 210.44 210.44 no - Global TeleSystems Group Inc
4/12/99 6/30/99 8.00 10.00 YES 25.00 INVESTOR GROUP
4/12/99 6/14/99 312.59 312.59 no - Lagardere Group
4/1/99 8/15/99 2.00 2.90 yes 45.00 Vivendi SA
3/24/99 9/21/99 25.00 28.00 YES 12.00 WARBURG, PINCUS VENTURES INC
3/24/99 4/20/99 111.40 111.40 no - Cie de Saint-Gobain SA
3/21/99 7/1/99 9.00 9.75 yes 8.33 Viacom Inc (Natl Amusements)
2/8/99 2/8/99 17.00 17.00 no - Cordant Technologies Inc
1/19/99 5/6/99 5.96 5.96 NO - MATTEUS AB
1/6/99 3/1/99 14.00 14.00 no - Marriott International Inc
12/3/98 4/8/99 9.75 11.00 yes 12.82 Fairchild Corp
12/2/98 4/23/99 20.00 24.50 yes 22.50 Pinault-Printemps Redoute
11/16/98 WITHDRAWN 10.50 10.50 NO - INVESTOR
11/13/98 12/21/98 7.00 7.00 no - Disco/Ahold International
11/12/98 5/14/99 8.00 8.00 no - Utilicorp United Inc
11/5/98 4/28/99 26.27 26.27 no - Endesa SA
11/5/98 4/28/99 41.43 41.43 no - Endesa SA
11/5/98 4/28/99 13.66 13.66 no - Endesa SA
11/5/98 4/28/99 93.29 93.29 no - Endesa SA
10/28/98 12/17/98 1,261.57 1,261.57 no - Prince of Liechtenstein
10/27/98 12/14/98 29.00 33.25 YES 14.66 ALLMERICA FINANCIAL CORP
10/22/98 4/29/99 15.50 20.50 YES 32.26 BANK OF AMERICA NATIONAL TRUST
10/16/98 2/12/99 19.00 19.00 no - Affiliated Computer Services
10/7/98 12/17/98 13.25 13.25 NO - ALLIANZ AG
10/5/98 3/1/99 13.10 13.10 NO - APARTMENT INVESTMENT & MGMT CO
9/29/98 10/7/98 25.37 25.37 no - Newmont Mining Corp
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<TABLE>
<CAPTION>
OFFER PREMIUM PERCENT PERCENT
DEAL ---------------- HELD AT OWNED
VALUE % % 1 WEEK 4 WEEK ANN PERCENT AFTER
TARGET NAME (SM) STOCK CASH PRIOR PRIOR DATE SOUGHT TRANSACTION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PENTLAND GROUP PLC $ 297.1 - 100.0% 62.0 48.0% 62.3% 37.7% 100.0
DIGITAL LINK CORP 50.7 - 100.0 23.0 32.9 42.4 - -
TransAlta New Zealand 106.0 - 100.0 19.0 21.4 67.4 32.6 -
SOCIETE FINANCIERE IMMOBAIL SA 76.2 - 100.0 (6.9) (6.5) 81.3 59.4 NA
TRACTEBEL SA 8,178.5 91.1 8.9 33.3 24.1 49.2 50.8 -
AKER RGI ASA (TRG EUROPE BV) 441.7 - 100.0 12.7 11.1 64.1 35.9 -
Scania AB (Investor AB) 6,535.6 - 100.0 25.2 30.2 70.9 29.1 -
Polifin Ltd 344.6 - 100.0 19.9 23.6 42.0 58.0 -
WESTERN BEEF INC 89.2 - 100.0 42.9 38.6 71.4 - -
Scancem AB (Heidelberger) 675.4 - 100.0 24.5 32.7 73.4 26.6 -
SITA (Suez Lyonnaise des Eaux) 432.9 - 100.0 (11.9) (15.0) 51.3 48.7 70.5
Infoseek Corp 1,617.9 - 100.0 - - 43.0 - -
CESKA POJISTOVNA 41.1 - 100.0 (6.3) (7.6) 51.0 49.0 -
ALBINGIA VERSICHERUNS-AG 125.4 - 100.0 82.1 80.9 83.7 16.3 -
MAKRO ATACADISTA (SHV) 83.5 - 100.0 35.9 28.7 59.2 40.8 99.1
VWR Scientific Products Corp 581.1 - 100.0 30.7 46.5 49.9 50.1 100.0
BANCA NAZIONALE DELL' AG SPA 563.2 - 100.0 3.4 3.1 50.3 49.7 -
EVANS OF LEEDS PLC 122.6 - 100.0 22.0 31.6 53.2 46.8 100.0
Celanese Canada Inc 329.2 - 100.0 49.3 54.8 56.2 43.8 97.7
J Ray McDermott SA 514.5 - 100.0 13.1 19.2 63.0 37.0 99.0
Omnicom 189.8 - 100.0 2.1 4.0 52.5 47.5 100.0
MEADOWCRAFT INC 53.2 - 100.0 63.3 77.8 73.0 27.0 100.0
Europe One Communications SA 274.5 - 100.0 25.8 20.8 45.1 54.9 98.3
Aqua Alliance Inc 117.1 - 100.0 19.0 101.7 77.8 22.2 94.8
KNOLL INC (WARBURG, PINCUS) 490.8 - 100.0 51.9 46.4 58.2 - 100.0
Poliet SA 119.7 - 100.0 25.5 23.6 96.1 3.9 100.0
Spelling Entertainment Group 191.6 - 100.0 43.1 54.5 80.9 19.1 100.0
Howmet International Inc 385.1 - 100.0 11.5 13.3 62.0 - 85.0
JP BANK AB 70.2 100.0 - 23.2 14.1 54.0 46.0 98.1
ExecuStay Corp 64.8 - 100.0 7.2 9.8 42.8 55.0 99.0
Banner Aerospace Inc 82.4 100.0 - 41.9 40.8 69.2 - 100.0
Brylane Inc 230.6 - 100.0 88.5 44.1 49.0 49.2 100.0
AMERICAN REAL ESTATE PARTNERS 105.0 - 100.0 41.2 40.0 68.0 22.0 68.0
Disco SA 159.4 - 100.0 23.9 60.9 52.0 48.0 100.0
Aquila Gas Pipeline Corp 43.2 - 100.0 17.4 68.4 81.6 18.4 100.0
Empresa Nacnl Hidroelec Ribago 149.8 99.0 1.0 9.5 20.9 91.0 9.0 99.6
Electra de Viesgo SA (Endesa) 102.7 97.6 2.4 6.8 7.0 87.6 12.4 100.0
Cia Sevillana de Electricidad 1,019.3 100.0 0.0 13.6 20.7 75.0 25.0 100.0
Gas y Electricidad (Endesa SA) 477.9 99.2 0.8 11.2 23.6 55.0 45.0 100.0
Liechtenstein Global Trust 951.1 - 100.0 21.9 24.1 85.0 15.0 99.7
CITIZENS CORP (HANOVER INS CO) 212.4 - 100.0 17.2 20.9 81.8 18.2 100.0
BA MERCHANT SVCS (BANKAMERICA) 339.4 - 100.0 56.2 42.0 65.4 - 98.2
BRC Holdings Inc 131.9 - 100.0 16.9 15.2 63.0 - 100.0
AGF UNION-FENIX (ASSURANCE GEN) 100.0 - 100.0 (10.3) (2.7) 86.8 13.2 100.0
INSIGNIA PROPERTIES TRUST 63.6 100.0 - 7.5 - 75.0 - 100.0
Newmont Gold Co 264.8 100.0 - 20.8 62.4 93.8 6.3 100.0
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<PAGE> 51
HARTFORD LIFE, INC.
SELECTED MINORITY BUY-IN TRANSACTIONS: 1992-PRESENT
ALL PRECEDENT TRANSACTIONS
<TABLE>
<CAPTION>
PER SHARE
DATE --------------- % CHANGE
- ---------------------- INITIAL FINAL OFFER FROM INITIAL
ANNOUNCEMENT COMPLETED PRICE PRICE AMENDED? OFFER ACQUIROR/NAME TARGET NAME
<S> <C> <C> <C> <C> <C> <C>
9/23/98 2/25/99 $ 10.48 $ 11.44 yes 9.37 Inland Steel Industries Inc Ryerson Tull Inc
9/23/98 12/17/98 6.75 6.38 no 10.96 Usinor SA J&L Specialty Steel Inc
9/8/98 12/15/98 25.50 30.00 YES 17.85 INVESTOR GROUP PEC ISRAEL ECONOMIC CORP
8/24/98 11/19/98 20.77 20.77 no -- Liberty Media (Tele-Commun) Tele-Commun Intl (Tele-Commun)
8/19/98 8/19/98 24.00 24.00 NO -- TRACINDA CORP METRO-GOLDWYN-MAYER INC
8/19/98 12/3/98 20.66 20.66 no -- Hollinger Canadian Publishing Southern Inc
7/17/98 WITHDRAWN 15.50 15.50 NO -- INVESTOR GROUP WEST TELESERVICES CORP
7/7/98 12/23/98 37.00 39.13 no 5.74 Dexter Corp Life Technologies Inc (Dexter)
6/10/98 7/10/98 83.61 83.61 NO -- SECURITY CAPITAL GLOBAL REALTY BERNHEIM-COMOFI
5/11/98 6/10/98 12.10 12.10 no -- Fairchild Corp Banner Aerospace Inc
5/8/98 7/6/98 2.16 2.16 NO -- LINDSEY MORDEN GROUP (FAIRFAX) HAMBRO INSURANCE SERVICES GRP
4/30/98 11/2/98 20.60 28.00 yes 36.59 Dow AgroSciences (Dow Chemical) Mycogen Corp (Dow AgroSciences)
3/31/98 3/26/99 7.00 7.00 no -- Thermedics (Thermo Electron) Thermo Voltek Corp
3/27/98 7/15/98 18.25 18.25 no -- ISP Holdings Inc Intl Specialty Prods
3/17/98 7/31/98 48.00 63.00 NO 31.25 INVESTOR GROUP BET HOLDINGS INC
3/16/98 11/5/98 17.00 12.00 yes (29.41) Trace International Holdings Foamex International Inc
3/10/98 3/25/98 -- -- -- -- IP Forest Resources Co IP Timberlands Ltd\
3/5/98 5/20/98 20.00 20.00 no -- Xerox Corp XLConnect Solutions Inc
3/3/98 5/11/98 7.32 7.32 no -- Valores Industriales SA FEMSA
2/27/98 11/25/98 4.07 4.07 no -- Reno Del Medici SpA Sarrio SA (Reno del Medici)
2/19/98 4/6/98 12.85 12.85 NO -- BANCO DE SANTANDER SA BANESTO
2/6/98 3/18/98 12.00 12.00 NO -- KOHLBERG KRAVIS ROBERTS & CO PRIMEDIA INC
1/29/98 1/29/98 27.60 27.60 no -- Flowers Industries Inc Keebler Foods Co
1/22/98 9/29/98 10.60 13.75 yes 30.95 Buhrmann NV BT Office Products Intl Inc
1/20/98 4/16/98 17.50 17.50 no -- World Access Inc NACT Telecommunications (GST)
1/8/98 1/30/98 13.00 13.00 no -- Rayonier Inc Rayonier Timberlands LP
12/18/97 NA 8.00 8.00 no -- Telephone and Data Systems Inc Aerial Communications Inc
12/18/97 Pending 33.00 33.00 no -- Telephone and Data Systems Inc United States Cellular Corp
11/25/97 5/12/98 156.67 156.67 NO -- CIE FINANCIERE DE PARIBAS SA CIE BANCAIRE SA
11/16/97 4/4/98 0.362 0.362 NO -- CHASE MANHATTAN INTERNATIONAL MANHATTAN CARD CO
11/10/97 9/4/98 3.50 3.50 no -- Sandvik AB Tamrock (Sandvik AB)
11/7/97 2/27/98 3.30 3.30 no -- RAC Motoring Services BSM Group PLC
11/3/97 11/3/97 30.94 30.94 no -- British Petroleum Co PLC(BP) BP France (British Petroleum)
10/20/97 WITHDRAWN 34.50 34.50 NO -- INVESTOR GROUP SYBRON CHEMICALS INC
10/20/97 6/24/98 25.00 29.70 yes 18.80 HSN Inc Ticketmaster Group Inc
9/29/97 1/22/98 10.33 10.33 no -- Rheinmetall Berlin AG Kolbenschmidt AG
9/16/97 9/16/97 9.81 9.81 NO -- BANCO DE SANTANDER SA BANESTO
9/9/97 12/4/97 7.29 7.29 no -- Campbell Soup Co Arnotts Ltd (Campbell Soup Co)
8/29/97 12/29/97 19.50 -- -- -- Rexel SA (Pinault-Printemps) Rexel Inc
8/14/97 12/17/97 -- 182.07 no -- SCA PWA Papierwerke Waldhof
7/21/97 9/1/98 46.78 46.78 NO -- BAYERISCHE VEREINSBANK AG BAYERISCHE HYPOTHEKEN
7/11/97 9/6/97 -- 9.88 no -- Italmobiliare (Pesenti) Franco Tosi SpA (Italmobiliare)
7/9/97 12/23/97 24.00 -- -- -- Investor Group Seaman Furniture Co
6/26/97 11/26/97 97.00 -- -- -- Rhone-Poulenc SA (France Rhone-Poulenc Rorer Inc
6/25/97 7/28/97 -- 103.20 NO -- CIE BANCAIRE SA UFB LOCABAIL (CIE BANCAIRE SA)
6/20/97 3/30/98 15.00 -- -- -- Waste Management Inc Wheelabrator Technologies Inc
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<TABLE>
<CAPTION>
OFFER PREMIUM PERCENT PERCENT
DATE DEAL ------------------ HELD AT OWNED
- ---------------------- VALUE % % 1 WEEK 4 WEEK ANN PERCENT AFTER
ANNOUNCEMENT COMPLETED (SM) STOCK CASH PRIOR PRIOR DATE SOUGHT TRANSACTION
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9/23/98 2/25/99 $ 61.2 100.0% - (11.6)% (40.8)% 86.4% - 100.0
9/23/98 12/17/98 115.0 - 100.0 112.5 37.8 53.5 46.5 100.0
9/8/98 12/15/98 102.7 - 100.0 28.0 23.7 81.4 18.6 100.0
8/24/98 11/19/98 379.1 100.0 0.0 (4.5) (9.9) 81.1 - 92.0
8/19/98 8/19/98 394.8 - 100.0 51.8 9.4 65.0 - 89.0
8/19/98 12/3/98 170.8 - 100.0 15.4 9.2 58.6 41.4 69.2
7/17/98 WITHDRAWN 147.2 - 100.0 29.2 22.8 85.0 15.0 85.0
7/7/98 12/23/98 215.8 - 100.0 24.7 19.0 78.0 22.0 100.0
6/10/98 7/10/98 43.5 - 100.0 10.7 14.0 80.4 19.6 100.0
5/11/98 6/10/98 48.4 100.0 - 0.3 2.4 67.0 14.0 83.0
5/8/98 7/6/98 67.5 - 100.0 25.7 21.7 52.0 48.0 100.0
4/30/98 11/2/98 379.3 - 100.0 40.0 52.4 62.2 37.8 NA
3/31/98 3/26/99 43.9 - 100.0 60.0 40.0 50.0 - 83.0
3/27/98 7/15/98 324.5 100.0 0.0 1.7 14.5 79.9 - 96.1
3/17/98 7/31/98 462.3 - 100.0 58.5 58.2 57.9 42.1 100.0
3/16/98 11/5/98 166.6 - 100.0 (14.7) (9.4) 43.3 - 46.0
3/10/98 3/25/98 99.5 - 100.0 - - 84.4 - 100.0
3/5/98 5/20/98 93.0 - 100.0 15.1 22.1 69.7 - 89.7
3/3/98 5/11/98 1,886.7 100.0 0.0 109.4 116.3 52.4 47.6 100.0
2/27/98 11/25/98 90.9 100.0 0.0 (11.0) (8.4) 64.0 36.0 100.0
2/19/98 4/6/98 3,849.8 100.0 - 11.8 19.9) 48.1 51.9 97.2
2/6/98 3/18/98 200.0 - 100.0 (5.9) - 71.7 - 83.0
1/29/98 1/29/98 309.1 - 100.0 - - 41.8 - 55.0
1/22/98 9/29/98 138.1 - 100.0 78.9 78.9 70.0 - NA
1/20/98 4/16/98 53.1 100.0 - 12.5 16.7 61.0 - 93.0
1/8/98 1/30/98 65.8 - 100.0 25.3 17.5 74.7 - 100.0
12/18/97 NA 107.6 100.0 0.0 325.8 288.2 82.1 17.9 82.0
12/18/97 Pending 539.2 100.0 - 2.3 1.1 80.7 19.3 100.0
11/25/97 5/12/98 2,447.6 100.0 - 19.1 29.1 50.3 49.7 100.0
11/16/97 4/4/98 249.3 - 100.0 63.7 8.7 54.0 46.0 100.0
11/10/97 9/4/98 110.8 - 100.0 15.4 22.4 76.0 24.0 100.0
11/7/97 2/27/98 91.9 - 100.0 50.0 47.7 53.2 46.8 99.2
11/3/97 11/3/97 84.7 - 100.0 22.4 14.3 92.7 7.3 99.2
10/20/97 WITHDRAWN 114.5 - 100.0 31.4 38.7 42.5 - 42.5
10/20/97 6/24/98 340.8 50.0 50.0 8.1 31.6 44.6 55.4 100.0
9/29/97 1/22/98 278.0 100.0 - (32.7) (33.4) 53.5 46.5 100.0
9/16/97 9/16/97 119.9 - 100.0 (0.3) 4.6 44.5 55.5 46.6
9/9/97 12/4/97 304.3 - 100.0 20.5 13.0 70.0 29.5 100.0
8/29/97 12/29/97 250.8 - 100.0 3.3 5.4 50.6 49.4 100.0
8/14/97 12/17/97 240.2 - 100.0 7.0 9.8 75.0 25.0 93.6
7/21/97 9/1/98 7,001.2 99.7 0.3 48.9 63.2 45.0 55.0 100.0
7/11/97 9/8/97 84.6 - 100.0 29.7 37.1 62.5 37.5 96.5
7/9/97 12/23/97 31.6 - 100.0 21.5 21.5 66.9 33.1 100.0
6/26/97 11/26/97 4,000.6 - 100.0 16.5 22.7 31.4 34.3 65.7
6/25/97 7/28/97 163.2 - 100.0 16.5 400.0 72.0 28.0 99.4
6/20/97 3/30/98 774.7 - 100.0 16.5 18.8 34.0 33.0 67.0
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<PAGE> 52
HARTFORD LIFE, INC.
SELECTED MINORITY BUY-IN TRANSACTIONS: 1992 - PRESENT
<TABLE>
<CAPTION>
PER SHARE % CHANGE
DATE ---------------- FROM
- -------------------- INITIAL FINAL OFFER INITIAL
ANNOUNCED COMPLETED PRICE PRICE AMENDED? OFFER ACQUIROR NAME TARGET NAME
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6/13/97 3/26/98 $ 52.75 -- -- -- Hilton Hotels Corp Bally's Grand Inc
6/9/97 6/13/97 33.10 33.10 no -- Sandvik AB Kanthal AB (Sandvik AB)
6/6/97 7/25/97 -- 16.06 NO -- BANCO COMERCIAL PORTUGUES SA BANCO PORTUGUES DO ATLANTICO
6/2/97 7/15/97 40.00 40.00 NO -- ANTHEM INC ACORDIA INC (ANTHEM INC)
5/22/97 7/9/98 15.50 -- -- -- Texas Industries Inc Chaparral Steel Co
5/14/97 11/18/97 35.00 -- -- -- Enron Corp Enron Global Power & Pipelines
5/5/97 Withdrawn 10.00 -- -- -- St Joe Paper Co Florida East Coast Inds Inc
4/30/97 7/17/97 -- 16.81 no -- Hollinger Inc (Ravelston) Southam Inc
4/25/97 PENDING -- 50.09 NO -- GREAT PACIFIC CAPITAL CORP WESTAR GROUP LTD
3/13/97 5/21/97 1.84 2.00 yes 8.51 Village Roadshow Corp Ltd Austereo Ltd (Village Roadshow)
3/3/97 12/3/97 37.00 -- -- -- AMERICAN FINANCIAL GROUP INC AMERICAN FINL ENTPS INC
2/25/97 8/5/98 60.00 -- -- -- Petrofina SA Fina Inc
1/28/97 5/21/97 7.25 8.00 yes 10.30 Monsanto Co Calgene Inc (Monsanto Co)
1/21/97 7/9/97 38.50 33.50 YES (13.00) MAFCO HOLDINGS MAFCO CONSOLIDATED GRP (MAFCO)
1/16/97 3/5/97 -- 87.37 no -- Havas SA CEP Communication SA (Havas SA)
1/14/97 3/26/97 -- 10.89 NO -- PIRELLI & CO SPA PIRELLI TYRE HOLDING NV
1/13/97 9/4/97 36.00 39.50 YES 9.70 ZURICH GROUP ZURICH REINSURANCE CENTRE HOLDING INC
12/17/96 7/16/97 29.00 33.00 YES 13.80 ALLMERICA FINANCIAL CORPORATION ALLMERICA PROPERTY & CASUALTY
11/27/96 3/27/97 14.25 14.25 NO -- JW CHILDS EQUITY PARTNERS LP CENTRAL TRACTOR FARM & COUNTRY
11/20/96 Withdrawn 19.00 22.50 yes 18.40 Andrews Group Inc Toy Biz Inc
10/14/96 5/31/94 11.00 12.10 yes 10.00 Valero Energy Corp Valero Natural Gas Partners LP
10/13/96 4/6/94 27.25 27.75 yes 1.80 Medco Containment Services Inc Medical Marketing Group Inc
10/10/96 11/27/96 10.00 10.00 no -- Renco Group Inc WCI Steel Inc
9/9/96 9/23/96 -- 11.05 NO -- HIGHWOODS PROPERTY CROCKER REALTY TRUST INC
8/8/96 9/17/96 41.00 41.00 no -- Chemed Corp Roto-Rooter Inc
7/31/96 11/13/96 8.00 8.00 no -- Monsanto Co Calgene Inc (Monsanto Co)
5/27/96 2/16/97 17.00 19.50 no -- Sandoz Ltd (Novartis) SyStemix Inc
5/10/96 12/11/96 23.52 23.52 YES 34.00 PXRE CORP TRANSNATIONAL RE CORP
5/7/96 7/3/96 17.50 18.50 YES 5.70 ORION CAPITAL CORP GUARANTY NATIONAL CORP
4/8/96 8/16/96 55.00 55.00 no -- AirTouch Communications Cellular Communications Inc
3/29/96 4/26/96 50.00 50.00 NO -- EQUITY HOLDINGS LTD GREAT AMERICAN MGMT & INVT INC
1/26/96 5/31/96 25.80 25.80 NO -- NATIONSBANK CORP CHARTER BANCSHARES INC
11/6/95 Withdrawn 9.00 -- -- -- Investor Group NPC International Inc
10/18/95 11/28/95 11.75 11.75 no -- Rhone-Poulenc Rover Inc Applied Immune Sciences Inc
9/27/95 Withdrawn 25.00 -- -- -- Varity Corp Hayes Wheels International Inc
9/26/95 12/21/95 14.00 15.25 yes 8.90 SCOR SA SCOR SA Corp
8/25/95 1/2/96 70.00 70.00 NO -- BERKSHIRE HATHAWAY INC GEICO CORP
7/14/95 12/11/95 18.00 20.00 yes 11.10 COBE Laboratories (Gambro AB) REN Corp-USA
5/19/95 12/6/95 36.50 40.50 yes 11.00 BICSA Bic Corp
4/7/95 10/3/95 127.50 129.90 yes 1.90 McCaw Cellular Commun (AT&T) LIN Bdcstg
4/5/95 8/2/95 26.25 32.00 yes 21.90 Club Mediterranee SA Club Med Inc
3/27/95 Withdrawn 30.00 -- -- -- Terra Industries Inc Terra Nitrogen Co LP
2/27/95 6/22/95 22.00 20.63 -- -- CONSECO BANKERS LIFE HOLDING CORP
2/27/95 8/31/95 22.50 23.25 YES 3.30 CONSECO CCP INSURANCE INC
2/7/95 7/12/95 14.00 16.35 yes 16.80 WMX Technologies Inc Rust International Inc
1/31/95 2/1/95 -- 69.54 yes -- Sandoz AG SyStemix Inc
</TABLE>
<TABLE>
<CAPTION>
Offer Premium Percent Percent
Deal --------------------- Held at Owned
Value % % 1 Week 4 Week Ann Percent After
($M) Stock Cash Prior Prior Date Sought Transaction
- ----- ----- ---- ------ ------ -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
42.6 -- 100.0% 29.8% 31.1% 86.2% 6.9% 93.1
106.8 -- 100.0 25.0 22.0 64.0 36.0 93.0
441.5 -- 100.0 14.3 14.1 50.1 49.9 75.1
172.7 -- 100.0 11.5 26.0 66.8 33.2 100.0
65.9 -- 100.0 15.2 18.8 60.0 18.7 78.7
403.9 100.0 -- 7.6 13.3 41.6 49.4 91.0
428.4 -- 100.0 16.6 9.7 81.0 4.6 81.0
110.1 42.6 57.4 16.9 19.0 50.2 49.3 58.6
91.2 -- 100.0 23.9 -- 48.0 52.0 100.0
174.7 -- 100.0 11.8 27.5 51.8 48.2 99.0
83.6 -- 100.0 -- -- 66.0 17.0 83.0
257.0 -- 100.0 18.5 21.5 70.6 14.7 85.3
242.6 -- 100.0 60.0 60.0 44.6 43.7 100.0
116.8 -- 100.0 23.5 27.6 85.0 15.0 100.0
436.9 -- 100.0 25.7 34.7 77.3 22.7 100.0
80.1 -- 100.0 7.1 12.1 93.6 6.4 99.5
322.5 -- 100.0 18.5 12.1 65.7 34.3 100.0
796.9 47.0 53.0 12.8 15.3 59.5 40.5 100.0
53.6 -- 100.0 21.3 26.7 64.5 35.5 100.0
206.0 -- 100.0 25.9 20.0 67.0 33.0 67.0
117.4 -- 100.0 29.1 36.3 49.0 51.0 100.0
122.5 -- 100.0 NA (5.9) 51.5 48.5 100.0
56.5 -- 100.0 29.0 77.8 84.5 15.5 100.0
73.7 -- 100.0 0.5 0.5 77.1 22.9 100.0
88.3 -- 100.0 20.6 19.7 54.9 45.1 94.5
50.0 -- 100.0 80.3 39.1 49.0 4.7 54.6
76.2 -- 100.0 69.5 59.2 73.0 27.0 100.0
130.5 100.0 -- 16.5 9.9 22.3 77.7 100.0
85.1 -- 100.0 15.6 22.3 49.5 30.7 80.2
1,606.5 -- 100.0 7.8 6.3 40.0 60.0 100.0
55.6 -- 100.0 4.2 3.6 87.9 12.1 100.0
94.7 100.0 -- 15.9 22.8 42.0 58.0 42.0
82.1 -- 100.0 44.0 33.3 62.0 38.0 62.0
84.6 -- 100.0 51.6 38.2 46.0 54.0 99.0
235.9 -- 100.0 19.0 19.8 46.3 53.7 46.3
55.4 -- 100.0 35.6 38.6 80.0 20.0 100.0
2,347.0 -- 100.0 23.1 25.3 52.4 47.6 100.0
177.7 -- 100.0 20.3 26.0 53.0 47.0 100.0
212.6 -- 100.0 12.5 28.6 78.0 22.0 100.0
3,323.4 -- 100.0 6.7 1.3 52.0 48.0 100.0
153.4 -- 100.0 39.9 44.6 67.0 33.0 100.0
229.1 -- 100.0 11.1 8.6 59.4 40.6 59.4
458.5 -- 100.0 21.4 6.0 63.2 36.8 81.0
273.7 -- 100.0 30.1 23.2 48.1 51.9 100.0
50.5 -- 100.0 39.1 39.1 96.3 3.7 100.0
80.0 -- 100.0 315.2 303.1 60.0 11.6 71.6
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<PAGE> 53
HARTFORD LIFE, INC.
SELECTED MINORITY BUY-IN TRANSACTIONS: 1992-PRESENT
ALL PRECEDENT TRANSACTIONS
<TABLE>
<CAPTION>
Per Share
Date --------------- % Change
- -------------------- Initial Final Offer From Initial
Announced Completed Price Price Amended? Offer Acquiror Name
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1/18/95 8/9/95 $26.00 $29.00 YES 11.50 ARCADIAN CROP
12/28/94 4/28/95 20.00 20.00 NO -- FLEET FINANCIAL GROUP INC
11/2/94 9/27/95 28.00 30.00 yes 7.10 PacifiCorp
9/8/94 5/12/95 22.50 25.50 yes 13.30 GTE Corp
8/24/94 3/24/95 14.00 15.75 yes 12.50 Dole Food Co Inc
8/9/94 Withdrawn 7.50 -- -- -- Minorco SA (Anglo American)
7/29/94 11/1/94 65.00 65.00 no -- Foundation Health Corp
7/28/94 1/24/95 7.80 8.85 yes 13.50 WMX Technologies Inc
6/6/94 12/29/94 18.38 18.38 no -- Ogden Corp
4/28/94 Withdrawn 17.50 -- -- -- Investor Group
4/26/94 7/26/94 4.48 4.48 no -- Burlington Resources Inc
3/14/94 8/9/94 2.68 2.68 no -- Sea Containers Ltd
2/17/94 9/15/94 84.75 84.75 no -- EW Scripps (Edward Scripps Tr)
1/7/94 2/23/94 7.65 7.65 NO -- HOLDERBANK FINANCIERE GLARUS
10/22/93 10/22/93 14.70 14.70 no -- Manville Corp
9/20/93 12/10/93 48.00 46.00 yes (4.20) Valley Fashions Corp
9/13/93 10/5/93 13.00 7.56 yes (41.80) Blockbuster Entertainment Corp
3/22/93 5/7/93 25.00 30.00 yes 20.00 New Marvel Holdings Inc
11/13/92 5/7/93 17.88 18.75 yes 4.90 Rust International Inc
9/9/92 2/26/93 21.04 25.50 yes 21.20 American Maize-Products Co
8/19/92 11/19/92 13.50 13.50 no -- Investor Group
8/17/92 12/31/92 14.72 25.78 yes 75.10 Leucadia National Corp
6/25/92 Withdrawn 22.00 25.74 -- 17.00 Oaty Holdings
3/2/92 7/14/92 16.50 19.00 yes 15.20 WR Grace & Co
2/6/92 7/30/92 6.00 7.25 yes 20.80 Charter Co (American Financial)
-----------------------------------------------
ALL TRANSACTIONS MAX 75.1%
MEDIAN --
MIN (41.8)
-----------------------------------------------
-----------------------------------------------
FIG TRANSACTIONS MAX 34.0%
MEDIAN --
MIN (13.0)
-----------------------------------------------
<CAPTION>
Offer Premium Percent Percent
Best --------------- Held at Owned
Value % % 1 Week 4 Week Ann Percent After
Announced Completed ($M) Stock Cash Prior Prior Date Sought Transaction
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/18/95 8/9/95 $428.4 -- 50.0% 21.5% 26.1% 45.0% 55.0% 100.0
12/28/94 4/28/95 188.1 -- 100.0 18.5 18.5 81.0 19.0 100.0
11/2/94 9/27/95 159.0 -- 100.0 23.7 23.7 86.6 13.4 100.0
9/8/94 5/12/95 254.3 -- 100.0 37.8 36.0 90.0 10.0 100.0
8/24/94 3/24/95 81.5 -- 100.0 41.6 55.6 81.7 18.3 100.0
8/9/94 Withdrawn 99.8 -- 100.0 25.0 (4.8) 44.6 15.9 44.6
7/29/94 11/1/94 255.7 91.5 -- 71.1 71.1 62.6 37.4 100.0
7/28/94 1/24/95 397.4 NA NA 8.9 1.1 78.5 21.5 100.0
6/6/94 12/29/94 110.3 100.0 -- 17.6 20.5 84.2 15.8 100.0
4/28/94 Withdrawn 315.0 -- 100.0 20.7 7.7 56.8 43.2 56.8
4/26/94 7/26/94 42.6 -- 100.0 (0.4) 5.4 87.1 12.9 100.0
3/14/94 8/9/94 75.2 20.2 -- 64.8 53.0 41.9 58.1 100.0
2/17/94 9/15/94 115.9 100.0 -- 13.0 13.0 86.0 14.0 100.0
1/7/94 2/23/94 51.7 -- 100.0 15.5 7.4 95.0 5.0 100.0
10/22/93 10/22/93 50.0 -- 100.0 12.0 8.9 80.5 1.0 81.5
9/20/93 12/10/93 66.3 -- 100.0 (19.8) (19.8) 95.1 4.9 100.0
9/13/93 10/5/93 101.3 100.0 -- (5.5) 0.8 50.3 20.9 71.2
3/22/93 5/7/93 300.0 -- 100.0 42.9 58.9 59.6 20.7 80.3
11/13/92 5/7/93 185.0 30.0 70.0 13.6 4.9 55.8 44.2 100.0
9/9/92 2/26/93 130.3 100.0 -- 23.6 29.1 42.7 57.3 100.0
8/19/92 11/19/92 44.6 -- 100.0 18.7 1.9 66.5 10.4 76.9
8/17/92 12/31/92 139.9 100.0 -- 15.2 28.9 63.1 36.9 100.0
6/25/92 Withdrawn 111.8 -- 100.0 51.5 46.1 51.9 48.1 51.9
3/2/92 7/14/92 77.3 -- 100.0 21.6 7.8 83.4 16.6 100.0
2/6/92 7/30/92 43.0 -- -- 45.0 45.0 82.3 17.7 100.0
---------------------------------------------------------------------------
$8,178.5 100.1% 100.0% 325.8% 400.0% 98.5% 100.0% 100.0
147.2 -- 100.0 20.1 22.4 64.5 27.0 100.0
31.6 -- (0.1) (32.7) (40.8) 22.3 -- --
---------------------------------------------------------------------------
37.8% 38.8%
10.7 9.2
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$7,001.2 100.0% 100.0% 82.1% 400.0% 98.5% 100.0% 100.0
147.2 -- 100.0 19.1 21.7 63.2 30.7 100.0
41.1 -- -- (10.3) (7.6) 22.3 -- --
---------------------------------------------------------------------------
33.3% 35.1%
10.7 6.0
---------------------------------------------------------------------------
</TABLE>
FIG transactions in bold
Source: Securities Data Company
<PAGE> 54
HLI PRICE PERFORMANCE HARTFORD LIFE, INC.
<TABLE>
<S> <C> <C>
5/14/99 50.5625 52.24583
5/17/99 50.5 52.18125
5/18/99 50 52.18125
5/19/99 49.8125 52.14167
5/20/99 49.9375 52.12708
5/21/99 49.9375 52.05417
5/24/99 47.5 51.8625
5/25/99 46.5625 51.63125
5/26/99 45.625 51.3625
5/27/99 46.625 51.175
5/28/99 47.5 50.99583
6/1/99 48.5 50.84583
6/2/99 47.75 50.6375
6/3/99 47.125 50.40833
6/4/99 47 50.22708
6/7/99 47.6875 49.98333
6/8/99 47.875 49.84167
6/9/99 49 49.69792
6/10/99 48.5625 49.55
6/11/99 48.6875 49.40208
6/14/99 48.75 49.28333
6/15/99 48.375 49.14792
6/16/99 48.875 49.04792
6/17/99 51.0625 49.00417
6/18/99 50.875 49.02708
6/21/99 51.375 49.06458
6/22/99 52.25 49.13125
6/23/99 52 49.14792
6/24/99 52 49.13542
6/25/99 53.25 49.18542
6/28/99 53.0625 49.26875
6/29/99 52.25 49.32708
6/30/99 52.625 49.41458
7/1/99 51.5 49.47083
7/2/99 51 49.50625
7/6/99 52.625 49.59583
7/7/99 52.625 49.76667
7/8/99 53.1875 49.9875
7/9/99 53.25 50.24167
7/12/99 52.1875 50.42708
7/13/99 51.6875 50.56667
7/14/99 51.375 50.6625
7/15/99 52 50.80417
7/16/99 53.0625 51.00208
7/19/99 52.625 51.18958
7/20/99 52 51.33333
7/21/99 51.6875 51.46042
7/22/99 53 51.59375
7/23/99 51.5 51.69167
7/26/99 50.1875 51.74167
7/27/99 50.5625 51.80208
7/28/99 50.625 51.87708
7/29/99 50.1719 51.92031
7/30/99 50.625 51.90573
8/2/99 51.75 51.9349
8/3/99 51 51.9224
8/4/99 50.4375 51.86198
8/5/99 51.375 51.84115
8/6/99 50.6875 51.7974
8/9/99 50.25 51.6974
8/10/99 49.75 51.58698
8/11/99 49.625 51.49948
8/12/99 49.4375 51.39323
8/13/99 49.5 51.32656
8/16/99 49.375 51.2724
8/17/99 48.375 51.13073
8/18/99 48.4375 50.99115
8/19/99 47.6875 50.80781
8/20/99 47.625 50.62031
8/23/99 47.5 50.46406
8/24/99 47.375 50.32031
8/25/99 47.75 50.19948
8/26/99 46.4375 50.01406
8/27/99 45 49.74531
8/30/99 44.625 49.47865
8/31/99 43.4375 49.19323
9/1/99 45.75 48.99531
9/2/99 44.75 48.72031
9/3/99 44.9375 48.50156
9/7/99 44.75 48.32031
9/8/99 45.25 48.14323
9/9/99 44.75 47.9474
9/10/99 45.25 47.78333
9/13/99 43.5625 47.54792
9/14/99 42.375 47.23542
9/15/99 42.5 46.95208
9/16/99 44.25 46.74583
9/17/99 45.6875 46.55625
9/20/99 45.375 46.37917
9/21/99 45.5625 46.22292
9/22/99 46.25 46.10625
9/23/99 47.625 46.03958
9/24/99 47.25 45.96667
9/27/99 47.625 45.90417
9/28/99 47.0625 45.82708
9/29/99 46.25 45.75625
9/30/99 49.25 45.78333
10/1/99 46.5 45.74375
10/4/99 46.625 45.71042
10/5/99 46.0625 45.6625
10/6/99 45.6875 45.60625
10/7/99 46.5 45.56458
10/8/99 45.75 45.54167
10/11/99 45 45.54167
10/12/99 42.75 45.47917
10/13/99 42.25 45.43958
10/14/99 41.3125 45.29167
10/15/99 39 45.1
10/18/99 39.9375 44.93333
10/19/99 39.8125 44.76875
10/20/99 38.625 44.54792
10/21/99 37.625 44.31042
10/22/99 41.1875 44.175
10/25/99 39.75 44.04792
10/26/99 42.4375 44.05
10/27/99 43.5 44.08333
10/28/99 49 44.24167
10/29/99 52.625 44.47292
11/1/99 50.25 44.63542
11/2/99 51.0625 44.81875
11/3/99 52.3125 45.02083
11/4/99 53 45.2
11/5/99 54.5 45.44167
11/8/99 52.25 45.59583
11/9/99 51.25 45.73542
11/10/99 50.6875 45.88333
11/11/99 50.125 45.9125
11/12/99 51.1875 46.06875
11/15/99 52 46.24792
11/16/99 53.25 46.4875
11/17/99 52.25 46.70625
11/18/99 50.5625 46.84167
11/19/99 49.9375 46.98125
11/22/99 49.9375 47.14583
11/23/99 46.4375 47.26875
11/24/99 45.375 47.37292
11/26/99 45.5 47.5125
11/29/99 43.625 47.66667
11/30/99 44.75 47.82708
12/1/99 45.875 48.02917
12/2/99 46.875 48.30417
12/3/99 46.1875 48.58958
12/6/99 44.0625 48.68542
12/7/99 43.9375 48.825
12/8/99 43.5 48.86042
12/9/99 43.0625 48.84583
12/10/99 43.75 48.67083
12/13/99 41.75 48.30833
12/14/99 41.875 48.02917
12/15/99 41.25 47.70208
12/16/99 41 47.325
12/17/99 40.5625 46.91042
12/20/99 40.375 46.43958
12/21/99 40.75 46.05625
12/22/99 40.5 45.69792
12/23/99 40.0625 45.34375
12/27/99 39.9375 45.00417
12/28/99 38.75 44.58958
12/29/99 41.5625 44.24167
12/30/99 43 43.9
12/31/99 44 43.625
1/3/00 41.375 43.31875
1/4/00 40.3125 42.99792
1/5/00 39.875 42.6625
1/6/00 41.375 42.49375
1/7/00 42.9375 42.4125
1/10/00 43.25 42.3375
1/11/00 43.3125 42.32708
1/12/00 42.75 42.26042
1/13/00 42.75 42.15625
1/14/00 43.5625 42.04583
1/18/00 43.1875 41.94583
1/19/00 41 41.84375
1/20/00 40.0625 41.71458
1/21/00 39.8125 41.59167
1/24/00 39.75 41.48125
1/25/00 38.6875 41.3125
1/26/00 38.125 41.19167
1/27/00 37.8125 41.05625
1/28/00 38 40.94792
1/31/00 40.6875 40.9375
2/1/00 40.375 40.93125
2/2/00 40.6875 40.94167
2/3/00 42 40.98333
2/4/00 41.5 41.01667
2/7/00 39.3125 40.99167
2/8/00 37.625 40.91458
2/9/00 36.875 40.85208
2/10/00 36.9375 40.69792
2/11/00 35.6875 40.45417
2/14/00 32.9375 40.08542
2/15/00 36.5 39.92292
2/16/00 36.25 39.7875
2/17/00 37 39.69167
2/18/00 36.125 39.51667
2/22/00 35.9375 39.28333
2/23/00 36.75 39.06667
2/24/00 36.6875 38.84583
2/25/00 34.4375 38.56875
2/28/00 35.25 38.31875
2/29/00 35.375 38.04583
3/1/00 37.875 37.86875
3/2/00 36.375 37.71458
3/3/00 34.25 37.52083
3/6/00 33.125 37.29792
3/7/00 31.25 37.01458
3/8/00 30.9375 36.75625
3/9/00 30.4375 36.5
3/10/00 30.375 36.25208
3/13/00 29.75 35.97708
3/14/00 30.6875 35.64375
3/15/00 31.75 35.35625
3/16/00 38.125 35.27083
3/17/00 35 35.0375
3/20/00 36 34.85417
3/21/00 40.5 34.89375
3/22/00 38.8125 34.93333
3/23/00 43.125 35.14167
3/24/00 42.5625 35.32917
3/27/00 40.5 35.48958
3/28/00 40.375 35.7375
3/29/00 41.625 35.90833
3/30/00 45.0625 36.20208
3/31/00 46.875 36.53125
4/3/00 47.5 36.91042
4/4/00 47.9375 37.31042
4/5/00 47.625 37.67292
4/6/00 48.1875 38.05625
4/7/00 48 38.50833
4/10/00 48 38.93333
4/11/00 47.8125 39.34792
4/12/00 48.875 39.71458
4/13/00 48.0625 40.10417
4/14/00 46.9375 40.52708
4/17/00 47.8125 41.01667
4/18/00 47.625 41.5625
4/19/00 47.125 42.10208
4/20/00 47.9375 42.68542
4/24/00 50 43.33958
4/25/00 48.9375 43.97917
4/26/00 48.0625 44.55833
4/27/00 48.4375 45.11458
4/28/00 49.25 45.48542
5/1/00 48.9375 45.95
5/2/00 48.625 46.37083
5/3/00 47.875 46.61667
5/4/00 48.1875 46.92917
5/5/00 49.4375 47.13958
5/8/00 49.875 47.38333
5/9/00 50 47.7
5/10/00 48.75 47.97917
5/11/00 48.875 48.22083
5/12/00 49.3125 48.3625
5/15/00 49.6875 48.45625
</TABLE>
<PAGE> 55
1999 INDIVIDUAL ANNUITY SALES (SOURCE: VARDS)
<TABLE>
<S> <C>
HLI 10585.6
TIAA-CREF 9288.8
American Skandia 6759.1
Equitable Life 6346.1
American General 6086.7
Nationwide 5956.9
AIG SunAmerica 5827.7
Pacific Life 4573.1
</TABLE>
1999 VARIABLE LIFE SALES (SOURCE: TILLINGHAST VALUE SURVEY)
<TABLE>
<S> <C>
IDS Life 395
HLI 375
Equitable 365
Pacific Life 330
Prudential 325
Aegon Cos. 295
Nationwide 290
New England 250
</TABLE>
1999 GROUP DISABILITY SALES (SOURCE: LIMRA)
<TABLE>
<S> <C>
UnumProvident 562
MetLife 328
HLI 258
CIGNA 185
Standard 128
Prudential 101
CNA 101
Aetna 80
</TABLE>
<PAGE> 56
HLI VS. HIG P/3 COMPARISON
HARTFORD LIFE RELATIVE THE HARTFORD FINANCIAL SERVICES CORP
<TABLE>
<CAPTION>
HIG HLI
P/FE P/FE
<S> <C> <C>
6/16/97 13.8 16.96429
6/17/97 13.58 17.08333
6/18/97 13.5 17.2619
6/19/97 13.6 16.78571
6/20/97 13.58 16.90476
6/23/97 13.44 16.60714
6/24/97 13.53 17.2619
6/25/97 13.56 17.67857
6/26/97 13.5 17.5
6/27/97 13.42 17.44048
6/30/97 13.24 17.85714
7/1/97 11.80108 15
7/2/97 12.17742 15.25
7/3/97 12.39247 16
7/7/97 12.39247 15.8
7/8/97 12.30357 15.4
7/9/97 12.375 15.7
7/10/97 12.54464 15.55
7/11/97 12.57143 15.9
7/14/97 12.49107 15.6
7/15/97 12.47321 15.2
7/16/97 12.5625 15.675
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7/25/97 12.42857 16.05
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10/14/97 12 14.46078
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10/21/97 12.16071 15.2451
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10/23/97 12.26786 14.77941
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4/6/98 16 19.77576
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6/1/98 15.75893 18.96226
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7/1/98 14.81153 18.64754
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11/24/98 15 18.32661
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1/4/99 14.35065 18.87097
1/5/99 14.23701 19.0121
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3/31/99 14.75649 17.40506
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6/1/99 16.1859 15.15625
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6/4/99 15.89744 14.6875
6/7/99 15.86538 14.90234
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9/7/99 11.30747 11.93333
9/8/99 11.06322 12.06667
9/9/99 10.93391 11.93333
9/10/99 10.91954 12.06667
9/13/99 11.09195 11.61667
9/14/99 10.79023 11.3
9/15/99 10.79023 11.33333
9/16/99 10.87644 11.8
9/17/99 11.07759 12.18333
9/20/99 10.87644 12.1
9/21/99 10.63218 12.15
9/22/99 10.45977 12.33333
9/23/99 10.4454 12.7
9/24/99 9.971264 12.6
9/27/99 9.698276 12.7
9/28/99 9.612069 12.55
9/29/99 9.41092 12.33333
9/30/99 9.450867 13.13333
10/1/99 9.084302 12.4
10/4/99 9.389535 12.43333
10/5/99 9.026163 12.29973
10/6/99 9.244186 12.1996
10/7/99 9.31686 12.41656
10/8/99 9.563953 12.29839
10/11/99 9.273256 12.09677
10/12/99 9.171512 11.49194
10/13/99 8.77907 11.35753
10/14/99 8.793605 11.10551
10/15/99 8.75 10.48387
10/18/99 8.866279 10.73589
10/19/99 8.77907 10.70228
10/20/99 8.677326 10.38306
10/21/99 9.127907 10.11425
10/22/99 10.20349 11.07191
10/25/99 10.79942 10.68548
10/26/99 10.65476 11.40793
10/27/99 11.29518 11.72507
10/28/99 12.21386 13.20755
10/29/99 12.48494 14.18464
11/1/99 12.3494 13.54447
11/2/99 12.65244 13.76348
11/3/99 12.2561 14.1004
11/4/99 12.66768 14.28571
11/5/99 13.03354 14.69003
11/8/99 12.7439 14.08356
11/9/99 12.71341 13.81402
11/10/99 12.30183 13.6624
11/11/99 12.0122 13.51078
11/12/99 12.13415 13.79717
11/15/99 12.22561 14.01617
11/16/99 12.31707 14.3531
11/17/99 11.87879 14.08356
11/18/99 11.63636 13.62871
11/19/99 11.83333 13.46024
11/22/99 11.51515 13.46024
11/23/99 11.55488 12.51685
11/24/99 11.1128 12.23046
11/26/99 11.20427 12.26415
11/29/99 11.19474 11.75876
11/30/99 11.3872 12.06199
12/1/99 11.4939 12.36523
12/2/99 11.18902 12.63477
12/3/99 11.21951 12.44946
12/6/99 10.53354 11.87668
12/7/99 10.44207 11.81116
12/8/99 10.37729 11.69355
12/9/99 10.67073 11.57594
12/10/99 11.1128 11.76075
12/13/99 11.25 11.22312
12/14/99 10.89939 11.19652
12/15/99 10.70122 11.02941
12/16/99 10.44207 10.96257
12/17/99 10.54878 10.84559
12/20/99 10.36585 10.79545
12/21/99 10.47256 10.89572
12/22/99 10.79268 10.82888
12/23/99 11.20427 10.7119
12/27/99 11.28049 10.67848
12/28/99 11.31098 10.36096
12/29/99 11.25 11.11297
12/30/99 11.47866 11.49733
12/31/99 11.55488 11.76471
1/3/00 11.03659 11.06283
1/4/00 10.67073 10.77874
1/5/00 10.35061 10.66176
1/6/00 10.44207 11.06283
1/7/00 10.92988 11.48061
1/10/00 10.74695 11.56417
1/11/00 10.82317 11.58088
1/12/00 10.625 11.43048
1/13/00 10.53354 11.43048
1/14/00 10.65549 11.64773
1/18/00 10.19817 11.54746
1/19/00 9.878049 10.96257
1/20/00 9.618902 10.7119
1/21/00 9.253049 10.64505
1/24/00 9.435976 10.62834
1/25/00 9.171687 10.34425
1/26/00 9.39759 10.19385
1/27/00 9.412651 10.11029
1/28/00 8.990964 10.16043
1/31/00 9.242424 10.87901
2/1/00 9.409091 10.76667
2/2/00 9.64939 10.82114
2/3/00 9.939024 11.11111
2/4/00 10.21341 10.92105
2/7/00 9.740854 10.34539
2/8/00 9.146341 9.901316
2/9/00 8.628049 9.703947
2/10/00 8.445122 9.720395
2/11/00 8.445122 9.391447
2/14/00 8.231707 8.667763
2/15/00 8.612805 9.605263
2/16/00 8.292683 9.539474
2/17/00 8.292683 9.736842
2/18/00 8.064024 9.506579
2/22/00 8.04878 9.457237
2/23/00 7.972561 9.671053
2/24/00 7.926829 9.654605
2/25/00 7.560976 9.0625
2/28/00 7.560976 9.276316
2/29/00 7.621951 9.309211
3/1/00 7.591463 9.967105
3/2/00 7.469512 9.572368
3/3/00 7.560976 9.013158
3/6/00 7.560976 8.717105
3/7/00 7.317073 8.223684
3/8/00 7.164634 8.141447
3/9/00 7.347561 8.009868
3/10/00 7.408537 7.993421
3/13/00 7.195122 7.828947
3/14/00 7.317073 8.075658
3/15/00 8.140244 8.355263
3/16/00 9.817073 10.03289
3/17/00 8.734756 9.210526
3/20/00 8.887195 9.473684
3/21/00 9.756098 10.65789
3/22/00 9.786585 10.21382
3/23/00 10.12195 11.34868
3/24/00 10.53354 11.20066
3/27/00 10.30488 10.65789
3/28/00 10.32012 10.625
3/29/00 10.70122 10.95395
3/30/00 11.31098 11.85855
3/31/00 12.86585 12.33553
4/3/00 12.43902 12.5
4/4/00 12.16463 12.61513
4/5/00 11.93598 12.53289
4/6/00 11.61585 12.68092
4/7/00 11.35671 12.63158
4/10/00 11.6311 12.63158
4/11/00 11.55488 12.58224
4/12/00 11.79878 12.86184
4/13/00 11.55488 12.64803
4/14/00 10.79268 12.35197
4/17/00 11.41768 12.58224
4/18/00 11.37195 12.53289
4/19/00 10.96037 12.40132
4/20/00 11.57012 12.61513
4/24/00 12.65244 13.15789
4/25/00 12.92169 12.23438
4/26/00 12.31928 12.01563
4/27/00 12.03313 12.10938
4/28/00 12.54518 12.3125
5/1/00 12.94379 12.23438
5/2/00 12.78107 12.15625
5/3/00 12.22059 11.89441
5/4/00 12.05882 11.89815
5/5/00 12.10294 12.20679
5/8/00 12.44118 12.31481
5/9/00 12.36765 12.34568
5/10/00 12.25 12.03704
5/11/00 12.70588 12.0679
5/12/00 12.53493 12.17593
5/15/00 13.39706 12.26852
</TABLE>
<PAGE> 57
Histogram
HARTFORD LIFE INC CL A
HLI 41659210
U.S. Dollar
<TABLE>
<CAPTION>
FROM: 21-MAY-1997 15-MAY-00
Bottom Top Volume % Volume
<S> <C> <C> <C>
30.000 $30-$32 1370 0.9
32.000 $32-$34 17783 11.4
34.000 $34-$36 11035 7.1
36.000 $36-$38 16781 10.8
38.000 $38-$40 12889 8.3
40.000 $40-$42 11950 7.7
42.000 $42-$44 10731 6.9
44.000 $44-$46 5459 3.5
46.000 $46-$48 13746 8.8
48.000 $48-$50 14686 9.4
50.000 $50-$52 13774 8.9
52.000 $52-$54 9378 6.0
54.000 $54-$56 5240 3.4
56.000 $56-$58 4381 2.8
58.000 $58-$60 4722 3.0
60.000 $60-$62 1061 0.7
62.000 $62-$64 419 0.3
</TABLE>
NOTE: The Histogram report is based on the average high and low prices for
current day, not the closing price.
VOLUME WEIGHTED AVERAGE PRICE:
IPO to current $ 43.81
Last Twelve Months 45.07
<TABLE>
<CAPTION>
IPO-CURRENT
Top Volume
<S> <C> <C> <C> <C>
31.000 1370 0.008813739 31.000 1370 0.027309
33.000 17783 0.11442739 33.000 648 0.012924
35.000 11035 0.07101054 35.000 932 0.018586
37.000 16781 0.10798423 37.000 3875 0.077264
39.000 12889 0.082939363 39.000 3122 0.062241
41.000 11950 0.076894516 41.000 4877 0.097236
43.000 10731 0.069051144 43.000 4369 0.087111
45.000 5459 0.035128834 45.000 2578 0.051392
47.000 13746 0.088453983 47.000 9792 0.195242
49.000 14686 0.094498829 49.000 9799 0.195375
51.000 13774 0.088630296 51.000 5915 0.117942
53.000 9378 0.060346797 53.000 2740 0.05462
55.000 5240 0.033717684 55.000 138 0.002757
57.000 4381 0.028192125 50155
59.000 4722 0.030385103
61.000 1061 0.006826674
63.000 419 0.002698753
155405
43.81432077 45.06617
</TABLE>
<PAGE> 58
Histogram
HARTFORD LIFE INC CL A
HLI 41659210
U.S. Dollar
<TABLE>
<CAPTION>
FROM: 14-MAY-1999 15-MAY-2000
Bottom Price Volume % Volume
<S> <C> <C> <C> <C>
30.000 $30-$32 1370 2.7
32.000 $32-$34 648 1.3
34.000 $34-$36 932 1.9
36.000 $36-$38 3875 7.7
38.000 $38-$40 3122 6.2
40.000 $40-$42 4877 9.7
42.000 $42-$44 4369 8.7
44.000 $44-$46 2578 5.1
46.000 $46-$48 9792 19.5
48.000 $48-$50 9799 19.5
50.000 $50-$52 5915 11.8
52.000 $52-$54 2740 5.5
54.000 $54-$56 138 0.3
</TABLE>
NOTE: The Histogram report is based on the average high and low prices for
current day, not the closing price.
