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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
(Amendment No. 4)
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.
HARTFORD LIFE, 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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2
This Amendment No. 4 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"),
as amended.
ITEM 12. EXHIBITS
Item 12 is hereby amended by the following:
(a)(1)(O) Text of press release issued by The Hartford Financial Services
Group, Inc., dated June 22, 2000.
<PAGE>
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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 22, 2000
