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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
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HARTFORD LIFE, INC.
(Name of Subject Company (Issuer))
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
[X] 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
THE 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.
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3
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 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.
