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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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4165924
(CUSIP Number of Class of Securities)
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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
[ ] 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 Amendment No. 2 amends the Tender Offer Statement on Schedule TO
initially filed on May 24, 2000 by The Hartford Financial Services Group, Inc.,
a Delaware corporation ("Parent"), Hartford Fire Insurance Company, a
Connecticut corporation ("Purchaser") and a wholly owned subsidiary of Parent,
and Hartford Life, Inc., a Delaware corporation (the "Company"), relating to the
third-party tender offer by Purchaser to purchase all of the issued and
outstanding shares of Class A Common Stock, par value $.01 per share, of the
Company, at a purchase price of $50.50 per share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated May 24, 2000 (the "Offer to Purchase").
ITEM 1. SUMMARY TERM SHEET.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 1 and Item 7 is each hereby amended and supplemented by the following:
The information set forth in "SUMMARY TERM SHEET" and "THE TENDER
OFFER--Section 9. Source and Amount of Funds" in the Offer to Purchase is hereby
amended to reflect the following:
The Hartford Financial Services Group, Inc. ("The Hartford") intends to
finance its purchase of the shares of Hartford Life, Inc. Class A Common Stock
from commercial paper facilities or other debt financings, the sale of its
common stock in an equity offering and internally generated funds. In that
regard, The Hartford announced on June 5, 2000 that it sold 7.3 million shares
of its common stock to Goldman, Sachs & Co., raising approximately $400 million
to partially fund The Hartford's purchase of the publicly held shares of
Hartford Life's Class A Common Stock. Goldman Sachs will re-offer The Hartford's
shares to investors. Closing of the common stock sale to Goldman Sachs is
expected to occur June 9, 2000. The Hartford will likely refinance any
short-term debt financings with the proceeds from long-term debt financings and
with funds from other sources, including the possible sale of assets or
additional equity financings.
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3
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8(b) is hereby amended and supplemented by the following:
The information set forth in Schedule II to the Offer to Purchase is hereby
amended and supplemented to reflect the following:
The following table sets forth additional transactions in the Company
Common Stock during the past 60 days by any pension, profit-sharing or similar
plan of the Company. All transactions listed below involved open-market
purchases or sales or the acquisition of treasury shares of the Company Common
Stock.
<TABLE>
<CAPTION>
Number of
Shares of the
Company's Price Per
Name of Party Transaction Date Common Stock Share ($)
------------- ---------------- ------------ ---------
<S> <C> <C> <C>
1. The Hartford Investment and Savings
Plan.......................................... March 31, 2000 16,484 $ 46.8750
April 14, 2000 14,546 46.9375
April 28, 2000 16,103 49.2500
May 15, 2000 13,467 49.6250
2. 1997 Hartford Life, Inc. Employee
Stock Purchase Plan........................... March 31, 2000 50,313 $ 35.1688
April 3, 2000 531 47.5000
</TABLE>
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by the following:
(a)(1)(N) Text of press release issued by The Hartford Financial Services Group,
Inc., dated June 5, 2000.
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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/ Michael O'Halloran
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Name: Michael O'Halloran
Title: Senior Vice President and
Director of Corporate Law
HARTFORD FIRE INSURANCE COMPANY
By:/s/ Michael O'Halloran
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Name: Michael O'Halloran
Title: Authorized Officer
SCHEDULE 13E-3
HARTFORD LIFE, INC.
By:/s/ Michael O'Halloran
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Name: Michael O'Halloran
Title: Authorized Officer
Date: June 6, 2000
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5
Exhibit (a)(1)(N)
[THE HARTFORD FINANCIAL SERVICES GROUP, INC. LOGO]
THE HARTFORD SELLS COMMON STOCK
Transaction to Partially Fund HLI Share Purchase
HARTFORD, Conn. - The Hartford Financial Services Group Inc. (NYSE: HIG) today
announced that it sold 7.3 million shares of common stock to Goldman, Sachs &
Co., raising approximately $400 million to partially fund The Hartford's
purchase of the publicly held shares of Hartford Life Inc. (NYSE: HLI). On May
24, The Hartford commenced a previously announced cash tender offer for all of
the publicly held shares of Hartford Life Class A Common Stock for $50.50 per
share.
Goldman Sachs will re-offer The Hartford's shares to investors.
Closing of the common stock sale to Goldman Sachs is expected to occur June 9.
Following the transaction, The Hartford will have 222.8 million shares
outstanding.
Copies of a prospectus relating to the offer can be obtained from
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004.
The Hartford's Internet address is www.thehartford.com
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