<PAGE>
As filed with the Securities and Exchange Commission July 7, 1998
File No. 333-52707
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No.__1__ /X/
Post-Effective Amendment No._____ / /
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. _9_ /X/
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT THREE
(Exact Name of Registrant)
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)
P.O. BOX 2999
HARTFORD, CT 06104-2999
(Address of Depositor's Principal Offices)
(860) 843-6731
(Depositor's Telephone Number, Including Area Code)
LESLIE T. SOLER
HARTFORD LIFE
P.O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.
It is proposed that this filing will become effective:
____ immediately upon filing pursuant to paragraph (b) of Rule 485
____ on May 1, 1998 pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
____ on 1998 pursuant to paragraph (a)(1) of Rule 485
____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
PURSUANT TO RULE 24F-2(a) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.
The registrant hereby amends this registrant statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
N-4 ITEM NO. PROSPECTUS HEADING
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1. Cover Page Hartford, The Separate Account and
The Portfolios
2. Definitions Glossary of Special Terms
3. Synopsis or Highlights Summary
4. Condensed Financial Not Applicable
Information
5. General Description of Hartford, The Separate Account, and
Registrant The Portfolios
6. Deductions Contract Fees and Charges
7. General Description of Description of the Contracts, The
Annuity Contracts Separate Account, and Surrenders
8. Annuity Period Settlement Provisions
9. Death Benefit Death Before the Annuity Commencement
Date, Death On or After the Annuity
Commencement Date, and Distribution
Requirements: Prior to the Annuity
Commencement Date
10. Purchases and Contract Value Description of the Contracts
11. Redemptions Surrenders
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Matters, Experts
14. Table of Contents of the Table of Contents to
Statement of Additional Statement of Additional
Information Information
<PAGE>
15. Cover Page Part B; Statement of Additional
Information
16. Table of Contents Table of Contents
17. General Information and History Description of Hartford Life and Annuity
Insurance Company
18. Services None
19. Purchase of Securities Distribution of the Contracts
being Offered
20. Underwriters Distribution of the Contracts
21. Calculation of Performance Data Calculation of Yield and Return
22. Annuity Payments Settlement Provisions
23. Financial Statements Financial Statements
24. Financial Statements and Financial Statements and
Exhibits Exhibits
25. Directors and Officers of the Directors and Officers of the
Depositor Depositor
26. Persons Controlled by or Under Persons Controlled by or Under
Common Control with the Common Control with the
Depositor or Registrant Depositor or Registrant
27. Number of Contract Owners Number of Contract Owners
28. Indemnification Indemnification
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Location of Accounts and
Records Records
31. Management Services Management Services
32. Undertakings Undertakings
<PAGE>
PART A
<PAGE>
SELECT DIMENSIONS ASSETMANAGER
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY -
SEPARATE ACCOUNT THREE
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
1-800-862-4397 (Account Executive)
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This Prospectus describes an individual and group tax-deferred variable annuity
contract designed for retirement planning purposes (each, a "Contract" and
collectively, the "Contracts").
The Contracts are issued by Hartford Life and Annuity Insurance Company
("Hartford"). Payments for the Contracts will be held in Sub-Accounts of
Hartford Life and Annuity Insurance Company Separate Account Three (the
"Separate Account").
There are currently eighteen Sub-Accounts available under the Contract.
Underlying investment portfolios ("Portfolios") are available through the Dean
Witter Select Dimensions Investment Series, the Morgan Stanley Universal Funds,
Inc. and the Van Kampen American Capital Life Investment Trust (individually, a
"Fund", collectively, the "Funds"). The following Portfolios are available under
the Contract: the Money Market Portfolio, the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Balanced Growth
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the
Value-Added Market Portfolio, the Growth Portfolio, the American Value
Portfolio, the Mid-Cap Growth Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio, and the Emerging Markets Portfolio of the Dean
Witter Select Dimensions Investment Series, the High Yield Portfolio, the
Mid-Cap Value Portfolio and the Emerging Markets Debt Portfolio of the Morgan
Stanley Universal Funds, Inc. and the Strategic Stock Portfolio and the
Enterprise Portfolio of the Van Kampen American Capital Life Investment Trust.
This Prospectus sets forth the basic information concerning the Contract and the
Separate Account that a prospective investor should know before purchasing a
Contract. You should keep this Prospectus for future reference. A Statement of
Additional Information providing additional information about the Contract and
the Separate Account has been filed with the Securities and Exchange Commission
and is available without charge upon request. To obtain the Statement of
Additional Information, call (800) 862-6668 or send a written request to
Hartford Life and Annuity Insurance Company, Attn: Individual Annuity Services,
P.O. Box 5085, Hartford, CT 06102-5085. The Table of Contents for the Statement
of Additional Information may be found on page 30 of this Prospectus. The
Statement of Additional Information is incorporated by reference in this
Prospectus.
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus Dated: July , 1998
Statement of Additional Information Dated: July , 1998
1 - PROSPECTUS
<PAGE>
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
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<S> <C>
Glossary of Special Terms 3
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Fee Table 5
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Summary 7
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Hartford, The Separate Account and The Portfolios 8
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Hartford Life and Annuity Insurance Company 8
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The Separate Account 8
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The Portfolios 9
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Performance Related Information 12
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Description of the Contracts 13
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Contracts Offered 13
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Purchasing a Contract 13
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Right to Examine the Contract 13
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Crediting and Allocating the Premium Payment 13
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Contract Value -- Before the Annuity Commencement Date 14
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Sub-Account Value Transfers Before and After the Annuity
Commencement Date 14
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Surrenders 15
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Contract Fees and Charges 16
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Death Before the Annuity Commencement Date 17
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Death On or After the Annuity Commencement Date 18
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Distribution Requirements: Prior to the Annuity Commencement Date 18
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Settlement Provisions 19
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Annuity Payment Options 19
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Annuity Proceeds Settlement Option 20
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<CAPTION>
PAGE
<S> <C>
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Annuity Calculation Date and Annuity Commencement Date 20
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Income Payment Dates 20
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Variable Annuity Payments 20
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Additional Contract Information 22
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Assignment 22
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Misstatement of Age or Sex 22
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Contract Modification 22
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Federal Tax Considerations 22
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A. General 22
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B. Taxation of Hartford and the Separate Account 22
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C. Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans 23
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D. Federal Income Tax Withholding 25
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E. General Provisions Affecting Tax-Qualified Retirement Plans 25
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F. Annuity Purchases by Nonresident Aliens and Foreign
Corporations 26
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Other Information 26
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Distribution of the Contracts 26
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Legal Matters 26
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Experts 26
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Additional Information 26
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Appendix I -- Information Regarding Tax-qualified Retirement Plans 27
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Table of Contents for Statement of Additional Information 30
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</TABLE>
2 - PROSPECTUS
<PAGE>
GLOSSARY OF SPECIAL TERMS
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ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account before Annuity payments begin.
ADMINISTRATIVE OFFICE OF THE COMPANY: Currently located at 200 Hopmeadow Street,
Simsbury, Connecticut 06089. Except for correspondence sent overnight, all
correspondence concerning the Contract should be sent to Hartford Life and
Annuity Insurance Company, Attn: Individual Annuity Services, P.O. Box 5085,
Hartford, CT 06102-5085. Overnight correspondence should be sent to 200
Hopmeadow Street, Simsbury, Connecticut 06089.
ANNUAL MAINTENANCE FEE: An annual $30 charge on a Contract having a Contract
Value of less than $100,000, as determined on the most recent Contract
Anniversary or upon full surrender of the Contract. The charge is deducted
proportionally from the investment options in use at the time of the deduction.
ANNUITANT: The person on whose life the Contract is issued. The Annuitant may
not be changed.
ANNUITY: A contract issued by an insurance company that provides, in exchange
for premium payments, a series of income payments. This Prospectus describes a
deferred Annuity contract in which premium payments accumulate tax-deferred
until a partial or full surrender is taken or until the Annuity Commencement
Date. Annuity payments under the Contract will begin as of the Annuity
Commencement Date in accordance with the Annuity payment option selected.
ANNUITY CALCULATION DATE: The date as of which the first Annuity payment is
calculated. It will be no more than five Valuation Days prior to the Annuity
Commencement Date.
ANNUITY COMMENCEMENT DATE: The date as of which Annuity payments will begin. The
Annuity Commencement Date will not be deferred beyond the Annuitant's age 90 or
the end of Contract Year 10, whichever is later. If the Contract is sold as part
of a Charitable Remainder Trust, the Annuity Commencement Date may be deferred
to the end of the Annuitant's age 100.
ANNUITY UNIT: An accounting unit of measure used to calculate the dollar amount
of Variable Annuity payments.
ANNUITY UNIT FACTOR: The factor applied in computing Annuity Unit values to
neutralize the effect of the Assumed Investment Return.
ASSUMED INVESTMENT RETURN (AIR): The annual rate of return shown on the
specification page of the Contract. This rate is used to determine the degree of
fluctuation in the amount of Variable Annuity payments in response to
fluctuations in the net investment return of selected Sub-Accounts. The AIR
assumes (among other things) that the assets in the Sub-Accounts supporting the
Contract will have a net annual return over the anticipated Annuity payment
period equal to the rate of return selected. If the actual performance in the
net investment return of the selected Sub-Accounts is equal to the AIR, the
payment will be constant. If the actual performance in the net investment return
of the selected Sub-Accounts is greater than the AIR, the Annuity payment will
increase. If the actual performance is less than the AIR, the Annuity payment
amount will be lower.
BENEFICIARY: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant, as applicable.
CODE: The Internal Revenue Code of 1986, as amended.
COMMISSION: The U.S. Securities and Exchange Commission.
COMMUTED VALUE: The present value of remaining guaranteed Annuity payments under
the Payment for a Period Certain Annuity payment option.
CONTINGENT ANNUITANT: The person a Contract Owner may designate, who, if the
Annuitant dies prior to the Annuity Commencement Date, becomes the Annuitant.
CONTRACT: For an Annuity issued to an individual, the Contract is the individual
Annuity and any endorsements or riders. For a group Annuity, the Contract is a
certificate evidencing a participating interest in a group Annuity and any
endorsements or riders. Any reference in this Prospectus to a Contract includes
the certificate.
CONTRACT ANNIVERSARY: The anniversary of the Contract Issue Date.
CONTRACT ISSUE DATE: The date as of which an account is established for the
Contract Owner.
CONTRACT OWNER(S): The owner(s) of the Contract (or a certificate in certain
states), trustee or other entity, sometimes herein referred to as "you" or
"your."
CONTRACT VALUE: The aggregate value of the Sub-Accounts on any Valuation Day.
CONTRACT YEAR: A period of 12 months commencing with the Contract Issue Date or
any anniversary thereof.
DEATH BENEFIT: The amount payable upon the death of a Contract Owner(s) or
Annuitant before Annuity payments have commenced and, under Annuity payment
options Payment for a Period Certain and Life Annuity with a Cash Refund, after
annuity payments have commenced.
DUE PROOF OF DEATH: A certified copy of a death certificate, an order of a court
of competent jurisdiction, a statement from a physician who attended the
deceased or any other proof acceptable to Hartford.
FIXED ANNUITY: An Annuity with payments which remain fixed as to dollar amount
throughout the payment period.
3 - PROSPECTUS
<PAGE>
FUNDS: Currently, the Dean Witter Select Dimensions Investment Series, the
Morgan Stanley Universal Funds, Inc. and the Van Kampen American Capital Life
Investment Trust.
GENERAL ACCOUNT: The General Account of Hartford which consists of all assets of
Hartford other than those allocated to the separate accounts of Hartford.
HARTFORD: Hartford Life and Annuity Insurance Company.
INCOME PAYMENT DATE: The date each month, quarter, semi-annual period, or year
as of which Hartford computes the Annuity payments.
JOINT ANNUITANT: Upon annuitization, a person, other than the Annuitant, on
whose continuation of life Annuity payments may be made. The contract will have
a Joint Annuitant only if the Annuity payment option selected provides for a
survivor. The Joint Annuitant may not be changed.
MAXIMUM ANNIVERSARY VALUE: Value used in determining the Death Benefit prior to
the Annuity Commencement Date. It is based on a series of calculations on
Contract Anniversaries of Contract Values, Premium Payments and partial
surrenders, as described on page 17 of this Prospectus.
NET ASSET VALUE: The value per share of any Portfolio on any Valuation Day. The
method of computing the Net Asset Value is described in the prospectus for each
Fund.
NET INVESTMENT FACTOR: The Net Investment Factor for each of the Sub-Accounts,
equal to the Net Asset Value of the corresponding Fund at the end of the
Valuation Period (plus the per share amount of any dividends or capital gains
distributed by that Fund if the ex-dividend date occurs in the Valuation Period
then ended) divided by the Net Asset Value of the corresponding Fund at the
beginning of the Valuation Period.
NON-QUALIFIED CONTRACT: A Contract which is not classified as a tax-qualified
retirement plan funded with pre-tax dollars under the Code.
PAYEE: The person or party designated by the Contract Owner to receive Annuity
payments.
PLAN: A voluntary plan of an employer which qualifies for special tax treatment
under a section of the Code.
PORTFOLIOS: Currently, the portfolios of Dean Witter Select Dimensions
Investment Series, the Morgan Stanley Universal Funds, Inc. and Van Kampen
American Capital Life Investment Trust described on page 9 of this Prospectus.
PREMIUM PAYMENT: A payment made to Hartford pursuant to the terms of the
Contract.
PREMIUM TAX: The amount of tax, if any, charged by a federal, state or other
governmental entity on Premium Payments or Contract Value.
QUALIFIED CONTRACT: A Contract which qualifies as a tax-qualified retirement
plan using pre-tax dollars under the Code, such as an employer-sponsored 401(k)
or an Individual Retirement Annuity (IRA).
SEPARATE ACCOUNT: An account that Hartford established to separate the assets
funding the variable benefits for the class of contracts to which the Contract
belongs from the other assets of Hartford. The Hartford separate account is
entitled "Hartford Life and Annuity Insurance Company -- Separate Account
Three."
SUB-ACCOUNT: A subdivision established within the Separate Account used to
allocate the Contract Owner's Contract Value to the corresponding Fund.
SUB-ACCOUNT VALUE: On or before the Annuity Calculation Date, the amount is
determined on any day by multiplying the number of Accumulation Units
attributable to the Contract in that Sub-Account by the Accumulation Unit value
for that Sub-Account.
SURRENDER VALUE: Prior to the Annuity Commencement Date, the Surrender Value is
the Contract Value, less any applicable Premium Taxes, and/or the Annual
Maintenance Fee. After the Annuity Commencement Date, the Surrender Value under
the Payment for a Period Certain Annuity payment option is equal to the Commuted
Value.
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.
4 - PROSPECTUS
<PAGE>
FEE TABLE
SUMMARY
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CONTRACT OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)
<TABLE>
<CAPTION>
PRIOR TO AFTER
ANNUITIZATION ANNUITIZATION
<S> <C> <C>
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Sales Load Imposed on Purchases (as a percentage of premium payments) None None
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Exchange Fee $0 $0
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DEFERRED SALES LOAD (as a percentage of amounts withdrawn) None None
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Annual Maintenance Fee (1) $30 $30
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ANNUAL EXPENSES -- SEPARATE ACCOUNT (as percentage of average account value)
Mortality and Expense Risk 1.50% 1.25%
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Administration Fees 0.15% 0.15%
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Other Account Fees 0% 0%
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Total 1.65% 1.40%
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</TABLE>
(1) The Annual Maintenance Fee is an annual $30 charge on a Contract having a
Contract Value of less than $100,000, as determined on the most recent
Contract Anniversary or upon full surrender of the Contract. The charge is
deducted proportionally from the investment options in use at the time of
the deductions.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
<TABLE>
<CAPTION>
TOTAL FUND
OTHER OPERATING EXPENSES
MANAGEMENT EXPENSES (AFTER ANY FEE
FEES (AFTER ANY WAIVERS AND
(AFTER ANY EXPENSE EXPENSE
FEE WAIVERS) REIMBURSEMENT) REIMBURSEMENT)(1)
<S> <C> <C> <C>
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DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:
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Money Market Portfolio 0.500% 0.050% 0.550%
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North American Government Securities Portfolio 0.650% 0.610% 1.260%
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Diversified Income Portfolio 0.400% 0.150% 0.550%
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Balanced Growth Portfolio (1) 0.620% 0.110% 0.730%
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Utilities Portfolio 0.650% 0.110% 0.760%
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Dividend Growth Portfolio 0.625% 0.025% 0.650%
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Value-Added Market Portfolio 0.500% 0.080% 0.580%
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Growth Portfolio (1) 0.810% 0.160% 0.970%
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American Value Portfolio 0.625% 0.055% 0.680%
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Mid-Cap Growth Portfolio (2) 0.750% 0.370% 1.120%
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Global Equity Portfolio 1.000% 0.130% 1.130%
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Developing Growth Portfolio 0.500% 0.100% 0.600%
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Emerging Markets Portfolio 1.250% 0.460% 1.710%
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MORGAN STANLEY UNIVERSAL FUNDS, INC.:
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High Yield Portfolio (3) 0.000% 0.800% 0.800%
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Mid-Cap Value Portfolio (3) 0.000% 1.050% 1.050%
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Emerging Markets Debt Portfolio (3) 0.090% 1.210% 1.300%
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VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
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Strategic Stock Portfolio (4) 0.000% 0.650% 0.650%
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Enterprise Portfolio (4) 0.430% 0.170% 0.600%
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</TABLE>
(1) On March 2, 1998, the Balanced Portfolio was renamed the Balanced Growth
Portfolio. As of that date, its Management Fee was lowered from 0.75% to
0.60%. Also, on March 2, 1998, the Core Equity Portfolio was renamed the
Growth Portfolio. As of that date, its Management Fee was lowered from 0.85%
to 0.80%.
(2) The investment manager has undertaken to assume all expenses of the Mid-Cap
Growth Portfolio and waive the compensation provided for that Portfolio in
its management agreement with the Portfolio until such time as the Portfolio
has $50 million of net assets or until July 31, 1998, whichever occurs
first.
(3) With respect to the High Yield, Mid-Cap Value and Emerging Markets Debt
Portfolios, the investment advisers have voluntarily agreed to waive their
investment advisory fees and to reimburse the Portfolios if such fees would
cause their respective "Total Fund Operating Expenses" to exceed those set
5 - PROSPECTUS
<PAGE>
forth in the table above. Absent such reductions, it is estimated that
"Management Fees," "Other Expenses" and "Total Fund Operating Expenses" for
the Portfolios would have been as follows:
<TABLE>
<CAPTION>
TOTAL FUND
PORTFOLIO MANAGEMENT FEE OTHER EXPENSES OPERATING EXPENSES
<S> <C> <C> <C>
High Yield 0.50% 1.18% 1.68%
Mid-Cap Value 0.75% 1.38% 2.13%
Emerging Markets Debt 0.80% 1.26% 2.06%
</TABLE>
(4) With respect to the Strategic Stock Portfolio and the Enterprise Portfolio,
the investment adviser, Van Kampen American Capital Asset Management, Inc.,
has voluntarily agreed to waive its investment advisory fees and to
reimburse the Portfolios if such fees would cause their respective "Total
Fund Operating Expenses" to exceed those set forth in the table above.
Absent such reductions, it is estimated that "Management Fees," "Other
Expenses" and "Total Fund Operating Expenses" for the Portfolios would have
been as follows:
<TABLE>
<CAPTION>
TOTAL FUND
PORTFOLIO MANAGEMENT FEE OTHER EXPENSES OPERATING EXPENSES
<S> <C> <C> <C>
Strategic Stock 0.50% 2.09% 2.59%
Enterprise 0.50% 0.17% 0.67%
</TABLE>
The purpose of these tables is to assist the Contract Owner in understanding the
various costs and expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and the current
management fees, other expenses and total expenses for each Fund. Premium Taxes,
ranging from 0% to 4%, may also be applicable. For a more complete description
of the various costs and expenses, see "Contract Fees and Charges," page 16 and
the prospectus for the Funds which accompanies this Prospectus.
EXAMPLE
<TABLE>
<CAPTION>
IF YOU SURRENDER YOUR CONTRACT IF YOU ANNUITIZE YOUR CONTRACT
AT THE END OF THE APPLICABLE AT THE END OF THE APPLICABLE
TIME PERIOD, YOU WOULD PAY THE TIME PERIOD, YOU WOULD PAY THE
FOLLOWING EXPENSES ON A $1,000 FOLLOWING EXPENSES ON A $1,000
INVESTMENT, ASSUMING A 5% INVESTMENT, ASSUMING A 5%
ANNUAL RETURN ON ASSETS: ANNUAL RETURN ON ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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<CAPTION>
SUB-ACCOUNT 1 YR. 3 YRS. 5 YRS. 10 YRS. 1 YR. 3 YRS. 5 YRS. 10 YRS.
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Portfolio $23 $71 $122 $262 $20 $63 $109 $235
- ---------------------------------------------------------------------------------------------------------------
North American Government Securities
Portfolio 30 93 158 333 27 85 145 308
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Diversified Income Portfolio 23 71 122 262 20 63 109 235
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Balanced Growth Portfolio 25 77 131 280 22 69 118 254
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Utilities Portfolio 25 78 133 283 22 69 119 257
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Dividend Growth Portfolio 24 74 127 272 21 66 114 245
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Value-Added Market Portfolio 23 72 124 265 20 64 110 238
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Growth Portfolio 27 84 144 304 24 76 130 278
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American Value Portfolio 24 75 129 275 21 67 115 248
- ---------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio 29 89 151 319 26 81 138 294
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Global Equity Portfolio 29 89 152 320 26 81 138 295
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Developing Growth Portfolio 24 73 125 267 21 65 111 240
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Emerging Markets Portfolio 35 107 181 375 32 99 168 351
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High Yield Portfolio 26 79 135 287 23 71 122 261
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Mid-Cap Value Portfolio 28 87 148 312 25 78 134 287
- ---------------------------------------------------------------------------------------------------------------
Emerging Markets Debt Portfolio 31 94 160 337 28 86 147 311
- ---------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 24 74 127 272 21 66 114 245
- ---------------------------------------------------------------------------------------------------------------
Enterprise Portfolio 24 73 125 267 21 65 111 240
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Pursuant to requirements of the Investment Company Act of 1940, as amended
("1940 Act"), the Annual Maintenance Fee has been reflected in the EXAMPLE by a
method intended to show the average impact of the fee on an investment in the
Separate Account. The Annual Maintenance Fee is deducted only when the Contract
Value is less than $100,000. In the EXAMPLE, the Annual Maintenance Fee is
approximated as a % annual asset charge based on the experience of the
Contracts.
This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
6 - PROSPECTUS
<PAGE>
SUMMARY
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WHAT IS THE CONTRACT?
The Contract is an individual and group tax-deferred variable annuity contract
designed for retirement planning purposes. This Prospectus is designed to
provide prospective Contract Owners with information necessary to decide whether
or not to purchase a Contract. This summary provides a concise description of
the more significant aspects of the Contract. Further detail is provided in this
Prospectus, the related Statement of Additional Information, the Contract, and
the prospectus for the Funds. For further information, contact Hartford at the
Administrative Office of the Company or your registered representative.
WHO MAY PURCHASE A CONTRACT?
The Contracts are available for purchase by individuals and groups on both a
non-qualified and qualified basis. The maximum issue age for the Contract is 85
years old. (See "Description of the Contracts," page 13.) A prospective Contract
Owner may purchase a Contract by completing and submitting an application or an
order request along with the initial Premium Payment to Hartford for its
approval. Generally, the minimum initial Premium Payment is $20,000. Thereafter,
the minimum Premium Payment is $500. Certain plans may be allowed to make
smaller periodic payments. There is no deduction for sales expenses from Premium
Payments when made. A deduction will be made for state Premium Taxes for
Contracts sold in certain states. (See "Contract Fees and Charges," page 16.)
Subject to certain minimum allocation requirements that may be in effect from
time to time, the initial Premium Payment, less any applicable Premium Taxes, is
allocated to each Sub-Account as specified on the application or order request.
All percentage allocations must be in whole numbers (e.g., 1%).
IS THERE A RIGHT TO EXAMINE THE CONTRACT?
Contract Owners may cancel the Contract during the cancellation period and
receive a refund equal to the Contract Value plus any applicable Premium Taxes.
The cancellation period is a ten-day period of time beginning when the Contract
is received by a Contract Owner. Some states require a longer cancellation
period or return of the Premium Payment. (See "Right to Examine the Contract,"
page 13.)
WHAT ARE THE INVESTMENT
OPTIONS AVAILABLE UNDER THE
CONTRACT?
The underlying investments for the Contract are shares of the Portfolios of the
Dean Witter Select Dimensions Investment Series, the Morgan Stanley Universal
Funds, Inc. and Van Kampen American Capital Life Investment Trust, open-end
management investment companies as follows: the Money Market Portfolio, the
North American Government Securities Portfolio, the Diversified Income
Portfolio, the Balanced Growth Portfolio, the Utilities Portfolio, the Dividend
Growth Portfolio, the Value-Added Market Portfolio, the Growth Portfolio, the
American Value Portfolio, the Mid-Cap Growth Portfolio, the Global Equity
Portfolio, the Developing Growth Portfolio, and the Emerging Markets Portfolio
of the Dean Witter Select Dimensions Investment Series, the High Yield
Portfolio, the Mid-Cap Value Portfolio and the Emerging Markets Debt Portfolio
of the Morgan Stanley Universal Funds, Inc. and the Strategic Stock Portfolio
and the Enterprise Portfolio of the Van Kampen American Capital Life Investment
Trust and such other Portfolios as shall be offered from time to time. (See "The
Portfolios," page 9.) With certain limitations, Contract Owners may allocate
their Premium Payments and Contract Values to one or a combination of
Sub-Accounts which invest in these investment options, and may transfer among
the corresponding Sub-Accounts. (See "Sub-Account Value Transfers Before and
After the Annuity Commencement Date," page 14.)
CAN I GET MY MONEY IF I NEED IT?
The Contracts may be surrendered, or portions of the value of the Contracts may
be surrendered, at any time prior to the Annuity Commencement Date without
charge. (See "Surrenders," page 15). The Contract may also be surrendered after
the Annuity Commencement Date under the Payment for a Period Certain Annuity
payment option. Surrenders may have adverse federal income tax consequences
including the possibility of being subject to a penalty tax. (See "Federal Tax
Considerations," page 22.)
DOES THE CONTRACT PAY ANY DEATH BENEFITS?
The Contract provides for a minimum Death Benefit in the event of the death of
the Annuitant or Contract Owner before the Annuity Commencement Date and, under
some Annuity payment options, after the Annuity Commencement Date. (See Death
Before the Annuity Commencement Date" and "Death On or After the Annuity
Commencement Date," pages 17 and 18.)
WHAT ARE THE CONTRACT FEES AND CHARGES?
The following fees and charges are assessed under the Contracts:
ANNUAL MAINTENANCE FEE. An Annual Maintenance Fee in the amount of $30 is
deducted from Contract Values each Contract Year (not applicable to Contracts
with Contract Values of $100,000 or more, as determined on the most recent
Contract Anniversary). (See "Contract Fees and Charges," page 16).
7 - PROSPECTUS
<PAGE>
ADMINISTRATION CHARGE. The Contract provides an administration of .15% per annum
against all Contract Values held in the Separate Account. (See "Administration
Charge," page 16.)
MORTALITY AND EXPENSE RISK CHARGE. Prior to annuitization, Hartford applies a
1.50% per annum mortality and expense risk charge against all Contract Values
held in the Separate Account. After annuitization, the mortality and expense
risk charge will decrease to 1.25% per annum of the Contract Values held in the
Separate Account. (See "Contract Fees and Charges," page 16.)
PREMIUM TAX CHARGE. On any Contract subject to a Premium Tax, Hartford may
deduct the tax on a pro-rata basis from the Sub-Accounts at the time Hartford
pays the tax to the applicable government authorities, at the time the Contract
is surrendered, at the time Death Benefits are paid or on the Annuity
Commencement Date. (See "Contract Fees and Charges," page 16).
EXPENSES OF THE PORTFOLIOS. The investment experience of each Sub-Account
reflects the investment experience of the Portfolio whose shares it holds. The
investment experience of each Portfolio, in turn, reflects its fees and other
operating expenses. (See "Annual Fund Operating Expenses," page 5 of this
Prospectus and the prospectus for the Funds attached hereto).
WHAT ARE THE ANNUITY PAYMENT OPTIONS?
The following Annuity payment options are available under the Contract on either
a fixed or variable basis: Life Annuity; Life Annuity with a Cash Refund; Life
Annuity with Payments For a Period Certain; Joint and Last Survivor Life
Annuity; Joint and Last Survivor Life Annuity with Payments for a Period
Certain; and Payment for a Period Certain. In the absence of an Annuity payment
option election, and depending on state law, the Contract Value (less applicable
Premium Taxes) will be applied on the Annuity Commencement Date to provide a
Fixed Annuity with payments guaranteed for 10 years. (See "Settlement
Provisions," page 18.)
In addition, the Annuity Proceeds Settlement Option is offered to a Beneficiary
who opt to leave the Death Benefit invested in the Sub-Accounts.
HARTFORD, THE SEPARATE ACCOUNT AND THE PORTFOLIOS
--------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States and the District of Columbia,
except New York. Hartford's name changed from ITT Hartford Life and Annuity
Insurance Company to Hartford Life and Annuity Insurance Company on January 1,
1998. Hartford was originally incorporated under the laws of Wisconsin on
January 9, 1956, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately controlled by The Hartford Financial
Services Group, Inc., a Delaware corporation.
HARTFORD RATINGS
<TABLE>
<CAPTION>
EFFECTIVE
RATING DATE OF
AGENCY RATING RATING BASIS OF RATING
- ------------------- --------- ----------- --------------------------
<S> <C> <C> <C>
A.M. Best and A+ Financial soundness and
Company, Inc....... 9/9/97 operating performance
Standard & Poor's.. 1/23/98 AA Insurer financial strength
Duff & Phelps...... 1/23/98 AA+ Claims paying ability
</TABLE>
THE SEPARATE ACCOUNT
The Separate Account was established on June 13, 1994, in accordance with
authorization by the Board of Directors of Hartford. It is the Separate Account
in which Hartford sets aside and invests the assets attributable to variable
annuity contracts, including the contracts sold under this Prospectus. Although
the Separate Account is an integral part of Hartford, it is registered as a unit
investment trust under the 1940 Act. This registration does not, however,
involve supervision by the Commission of the management or the investment
practices or policies of the Separate Account or Hartford. The Separate Account
meets the definition of separate account under federal securities law.
Under Connecticut law, the assets of the Separate Account attributable to the
Contracts offered under this Prospectus are held for the benefit of the owners
of, and the persons entitled to payments under, those Contracts. Income, gains,
and losses, whether or not realized, from assets allocated to the Separate
Account, are, in accordance with the Contracts, credited to or charged against
the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business Hartford may
conduct. So Contract Values allocated to the Sub-Accounts will not be affected
by the rate of return of Hartford's General Account, nor by the investment
performance of any of Hartford's other separate accounts. However, the
obligations arising under the Contracts are general obligations of Hartford.
Your investment in the Separate Account is allocated to one or more Sub-Accounts
as per your specifications. Each Sub-Account is invested exclusively in the
shares of one underlying Portfolio. Premium Payments, less any applicable
Premium Taxes, and proceeds of transfers between Portfolios are applied to
purchase shares in the appropriate Fund at net asset value determined as of the
end of the Valuation Period during which
8 - PROSPECTUS
<PAGE>
the payments were received or the transfer made. All distributions from the
Portfolios are reinvested at net asset value. The value of your investment will
therefore vary in accordance with the net income and the market value of the
Portfolios of the underlying Portfolio. During the variable Annuity payout
period, both your Annuity payments and reserve values will vary in accordance
with these factors.
Hartford does not guarantee the investment results of the Portfolios or any of
the underlying investments. There is no assurance that the value of a Contract
during the years prior to retirement or the aggregate amount of the variable
Annuity payments will equal the total of Premium Payments made under the
Contract. Since each underlying Portfolio has different investment objectives
and policies, each is subject to different risks. These risks are more fully
described in the accompanying Funds Prospectuses.
Hartford reserves the right, subject to compliance with the law, to substitute
the shares of any other registered investment company for the shares of any
Portfolio already purchased or to be purchased in the future by the Separate
Account provided that the substitution has been approved by the Commission.
Current law requires notification to you of any such substitution. Hartford
reserves the right to add new Portfolios or close Portfolios.
The Separate Account may be subject to liabilities arising from the Separate
Account assets which are attributable to other variable annuity contracts
offered by the Separate Account which are not described in this Prospectus.
THE PORTFOLIOS
The underlying investment for the Contracts are shares of the Dean Witter Select
Dimensions Investment Series, the Morgan Stanley Universal Funds, Inc. and Van
Kampen American Capital Life Investment Trust, all open-end management
investment companies. The underlying Portfolios corresponding to each
Sub-Account and their investment objectives are described below. Hartford
reserves the right, subject to compliance with the law, to offer additional
portfolios with differing investment objectives. The Portfolios may not be
available in all states.
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:
MONEY MARKET PORTFOLIO
Seeks high current income, preservation of capital and liquidity by investing in
the following money market instruments: U.S. Government securities, obligations
of U.S. regulated banks and savings institutions having total assets of more
than $1 billion, or less than $1 billion if such are fully federally insured as
to principal (the interest may not be insured) and high grade corporate debt
obligations maturing in thirteen months or less.
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
Seeks to earn a high level of current income while maintaining relatively low
volatility of principal, by investing primarily in investment grade fixed-income
securities issued or guaranteed by the U.S., Canadian or Mexican governments.
DIVERSIFIED INCOME PORTFOLIO
Seeks, as a primary objective, to earn a high level of current income and, as a
secondary objective, to maximize total return, but only to the extent consistent
with its primary objective, by equally allocating its assets among three
separate groupings of fixed-income securities. Up to one-third of the securities
in which the Diversified Income Portfolio may invest will include securities
rated Baa/BBB or lower. See the special considerations for investments for high
yield securities disclosed in the Funds prospectuses.
BALANCED GROWTH PORTFOLIO
Seeks to provide capital growth with reasonable current income by investing,
under normal market conditions, at least 60% of its total assets in a
diversified portfolio of common stocks of companies which have a record of
paying dividends and, in the opinion of the Investment Manager, have the
potential for increasing dividends and in securities convertible into common
stock, and at least 20% of its total assets in investment grade fixed-income
(fixed-rate and adjustable-rate) securities such as corporate notes and bonds
and obligations issued or guaranteed by the U.S. Government, its agencies and
its instrumentalities.
UTILITIES PORTFOLIO
Seeks to provide current income and long-term growth of income and capital by
investing in equity and fixed-income securities of companies in the public
utilities industry.
DIVIDEND GROWTH PORTFOLIO
Seeks to provide reasonable current income and long-term growth of income and
capital by investing primarily in common stock of companies with a record of
paying dividends and the potential for increasing dividends.
VALUE-ADDED MARKET PORTFOLIO
Seeks to achieve a high level of total return on its assets through a
combination of capital appreciation and current income, by investing, on an
equally-weighted basis, in a diversified portfolio of common stocks of the
companies which are represented in the Standard & Poor's 500 Composite Stock
Price Index.
GROWTH PORTFOLIO
Seeks long-term growth of capital by investing primarily in common stocks and
securities convertible into common stocks issued by domestic and foreign
companies.
9 - PROSPECTUS
<PAGE>
AMERICAN VALUE PORTFOLIO
Seeks long-term capital growth consistent with an effort to reduce volatility,
by investing principally in common stock of companies in industries which, at
the time of the investment, are believed to be attractively valued given their
above average relative earnings growth potential at that time.
MID-CAP GROWTH PORTFOLIO
Seeks long-term capital growth by investing primarily in equity securities of
mid-cap companies (that is, companies whose equity market capitalization falls
within the range of $250 million to $5 billion).
GLOBAL EQUITY PORTFOLIO
Seeks a high level of total return on its assets primarily through long-term
capital growth and, to a lesser extent, from income, through investments in all
types of common stocks and equivalents (such as convertible securities and
warrants), preferred stocks and bonds and other debt obligations of domestic and
foreign companies, governments and international organizations.
DEVELOPING GROWTH PORTFOLIO
Seeks long-term capital growth by investing primarily in common stocks of
smaller and medium-sized companies that, in the opinion of the Investment
Manager, have the potential for growing more rapidly than the economy and which
may benefit from new products or services, technological developments or changes
in management.
EMERGING MARKETS PORTFOLIO
Seeks long-term capital appreciation by investing primarily in equity securities
of companies in emerging market countries. The Emerging Markets Portfolio may
invest up to 35% of its total assets in high risk fixed-income securities that
are rated below investment grade or are unrated (commonly referred to as "junk
bonds"). See the special considerations for investments in high yield securities
disclosed in the Fund prospectus.
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
HIGH YIELD PORTFOLIO
Seeks above-average total return over a market cycle of three to five years by
investing primarily in a diversified portfolio of high yield securities,
including corporate bonds and other fixed income securities and derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds". The Portfolio's average weighted maturity will ordinarily
exceed five years and will usually be between five and fifteen years. See the
special considerations for investments in high yield securities disclosed in the
Fund prospectus.
MID-CAP VALUE PORTFOLIO
Seeks above-average total return over a market cycle of three to five years by
investing in common stocks and other equity securities of issuers with equity
capitalizations in the range of the companies represented in the S&P MidCap 400
Index.
EMERGING MARKETS DEBT PORTFOLIO
Seeks high total return by investing primarily in fixed income securities of
government and government related issues located in emerging market countries
which securities provide a high level of current income while at the same time
holding the potential for capital appreciation if the perceived creditworthiness
of the issuer improves due to the improving economic, financial, political,
social or other conditions in the country in which the issuer is located.
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
STRATEGIC STOCK PORTFOLIO
Seeks to provide investors with an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital by investing primarily in a portfolio
of dividend paying equity securities included in the Dow Jones Industrial
Average or in the Morgan Stanley Capital International USA Index.
ENTERPRISE PORTFOLIO
Seeks capital appreciation through investments in securities believed by the
investment adviser to have above average potential for capital appreciation.
The Portfolios are available only to serve as the underlying investment for
variable annuity and variable life contracts. A full description of the
Portfolios, including their investment objectives, policies and restrictions,
risks, charges and expenses and other aspects of their operation, is contained
in the accompanying Funds prospectuses which should be read in conjunction with
this Prospectus before investing, and in the Funds' Statement of Additional
Information which may be ordered without charge from the Funds.
It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Portfolios simultaneously. Although Hartford and the Funds do not
currently foresee any such disadvantages either to variable annuity contract
owners or to variable life insurance policyowners, the Funds' Boards of Trustees
would monitor events in order to identify any material conflicts between such
Contract Owners and policyowners and to determine what action, if any, should be
taken in response thereto. If the Board of Trustees of a Fund were to conclude
that separate Portfolios should be established for variable life and
10 - PROSPECTUS
<PAGE>
variable annuity separate accounts, the variable annuity Contract holders would
not bear any expenses attendant upon establishment of such separate funds.
THE INVESTMENT ADVISERS
Dean Witter InterCapital Inc. (InterCapital), a Delaware Corporation, whose
address is Two World Trade Center, New York, New York 10048, is the Investment
Manager for the Money Market Portfolio, the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Balanced Growth Portfolio, the
Utilities Portfolio, the Dividend Growth Portfolio, the Value-Added Market
Portfolio, the Growth Portfolio, the American Value Portfolio, the Mid-Cap
Growth Portfolio, the Global Equity Portfolio, the Developing Growth Portfolio,
and the Emerging Markets Portfolio of the Dean Witter Select Dimensions
Investment Series (the "Dean Witter Portfolios"). InterCapital was incorporated
in July, 1992 and is a wholly-owned subsidiary of Morgan Stanley, Dean Witter,
Discover, Co. ("MSDWD")
InterCapital provides administrative services, manages the Dean Witter
Portfolios' business affairs and manages the investment of the Dean Witter
Portfolios' assets, including the placing of orders for the purchase and sales
of portfolio securities. InterCapital has retained Dean Witter Services Company
Inc., its wholly-owned subsidiary, to perform the aforementioned administrative
services for the Dean Witter Portfolios. For its services, the Dean Witter
Portfolios pay InterCapital a monthly fee. See the accompanying Fund prospectus
for a more complete description of InterCapital and the respective fees of the
Dean Witter Portfolios.
With regard to the North American Government Securities Portfolio and the
Emerging Markets Portfolio, TCW Funds Management ("TCW"), under a sub-advisory
agreement with InterCapital, provides these Portfolios with investment advice
and portfolio management, in each case subject to the overall supervision of the
InterCapital. TCW's address is 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017.
With regard to the Growth Portfolio, Morgan Stanley Asset Management Inc.
("MSAM"), under a sub-advisory agreement with InterCapital, provides the Growth
Portfolio with investment advice and portfolio management, subject to the
overall supervision of InterCapital. MSAM, like InterCapital, is a wholly-owned
subsidiary of MSDWD. MSAM's address is 1221 Avenue of the Americas, New York,
New York 10020.
In addition to acting as the sub-advisor for the Growth Portfolio, MSAM,
pursuant to an Investment Advisory Agreement with the Morgan Stanley Universal
Funds, Inc., is the investment advisor for the Emerging Markets Debt Portfolio.
As the investment advisor, MSAM, provides investment advice and portfolio
management services for the Emerging Markets Debt Portfolio, subject to the
supervision of the Morgan Stanley Universal Fund's Board of Directors.
The investment advisor for the High Yield Portfolio and the Mid-Cap Value
Portfolio is Miller, Anderson & Sherrerd, LLP ("MAS"). MAS is a Pennsylvania
limited liability partnership founded in 1969 with its principal offices at One
Tower Bridge, West Conshohocken, Pennsylvania 19428. MAS provides investment
advisory services to employee benefit plans, endowment funds, foundations and
other institutional investors and has served as an investment advisor to several
open-end investment companies. MAS is a indirect wholly owned subsidiary of
MSDWD.
The investment advisor with respect to the Strategic Stock Portfolio and the
Enterprise Portfolio is Van Kampen American Capital Asset Management, Inc., a
wholly-owned subsidiary of Van Kampen American Capital, Inc. Van Kampen American
Capital, Inc. is an indirect wholly-owned subsidiary of MSDWD. Van Kampen
American Capital, Inc. is a diversified asset management company with more than
two million retail investor accounts, extensive capabilities for managing
institutional portfolios, and more than $60 billion under management or
supervision. Van Kampen American Capital Inc.'s more than 50 open-end and 38
closed end funds and more than 2,500 unit investment trusts are professionally
distributed by leading financial advisers nationwide.
VOTING RIGHTS. Hartford is the legal owner of all shares of the Funds held in
the Separate Account. As the owner, Hartford has the right to vote at the Funds'
shareholder meetings. However, to the extent required by federal securities laws
or regulations, Hartford will:
1. Vote all Fund shares attributable to a Contract according to instructions
received from the Contract Owner, and
2. Vote all Fund shares attributable to a Contract for which no voting
instructions are received in the same proportion as shares for which
instructions are received.
If any federal securities laws or regulations, or their present interpretation,
change to permit Hartford to vote Fund shares in its own right, Hartford may
elect to do so.
Hartford will notify you of any Fund shareholders' meeting if the shares held
for your account may be voted at such meetings. Hartford will send proxy
materials and a form of instruction by means of which you can instruct Hartford
with respect to the voting of the Fund shares held for your account.
In connection with the voting of Fund shares held by it, Hartford will arrange
for the handling and tallying of proxies received from Contract Owners. Hartford
as such, shall have no right, except as described below, to vote any Fund shares
held by it under the Contract which may be registered in its name or the names
of its nominees. Hartford will, however, vote the Fund shares held by it in
accordance with the instructions received from the Contract Owners for whose
accounts the Fund shares are held. If a Contract Owner desires to attend any
meeting at which shares held for the Contract Owner's benefit may be
11 - PROSPECTUS
<PAGE>
voted, the Contract Owner may request Hartford to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Contract Owner's account. Hartford will vote shares for which no
instructions have been given and shares which are not attributable to Contract
Owners (i.e. shares owned by Hartford) in the same proportion as it votes shares
of that Fund for which it has received instructions. During the Annuity period
under a Contract, the number of votes will decrease as the assets held to fund
Annuity benefits decrease.
The Funds are available only to serve as the underlying investment vehicles for
variable annuity and variable life insurance contracts, including the Contracts
described in this Prospectus, issued by Hartford. It is conceivable that in the
future it may be disadvantageous for variable annuity separate accounts and
variable life insurance separate accounts to invest in the Funds simultaneously.
Although Hartford and the Funds do not currently foresee any such disadvantages
either to variable annuity contract owners or to variable life insurance policy
owners, the Funds' Board of Directors intends to monitor events in order to
identify any material conflicts between such contract owners and policy owners
and to determine what action, if any, should be taken in response thereto. If
the Board of Directors of the Funds were to conclude that separate funds should
be established for variable life and variable annuity separate accounts, the
variable annuity contract owners would not bear any expense related to the
establishment of such separate funds.
SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF INVESTMENTS. Hartford retains the
right, subject to any applicable law, to make certain changes to the investment
options offered under the Contract. Hartford reserves the right to eliminate the
shares of any of the Funds and to substitute shares of another registered
investment company for the shares of any Fund already purchased or to be
purchased in the future by the Separate Account, if the shares of the Funds are
no longer available for investment, or, if in Hartford's judgment, investment in
any Fund would be inappropriate in view of the purposes of the Separate Account.
To the extent required by the 1940 Act, substitutions of shares attributable to
a Contract Owner's interest in a Fund will not be made until Commission approval
has been obtained and the Contract Owner has been notified of the change.
New Funds may be established at the discretion of Hartford. Any new Fund will be
made available to existing Contract Owners on a basis to be determined by
Hartford. Hartford may also close one or more Funds to additional Premium
Payments or transfers from existing Sub-Accounts.
In the event of any substitution or change, Hartford may, by appropriate
endorsement, make such changes in the Contract as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if deemed to be
in the best interest of persons having voting rights in the Contracts, the
Separate Account may be operated as a management company under the 1940 Act or
any other form permitted by law, may be de-registered under the 1940 Act in the
event such registration is no longer required, or may be combined with one or
more other separate accounts.
PERFORMANCE RELATED INFORMATION
--------------------------------------------------------------------
The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.
All of the Sub-Accounts may include total return in advertisements or other
sales material.
When a Sub-Account advertises its standardized total return, it will usually be
calculated to the date of effectiveness of the Separate Account. This figure
will usually be calculated for one year, 5 years, and 10 years or some other
relevant period if the Separate Account has not been in existence for one, five
or 10 years. Total return is measured by comparing the value of an investment in
the Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period.
In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated for one
year, 5 years, and 10 years or other periods, and may predate the inception of
the Separate Account. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the Annual
Maintenance Fee is not deducted. Therefore, non-standardized total return for a
Sub-Account is higher than standardized total return for a Sub-Account.
The North American Government Securities Portfolio, Balanced Growth Portfolio,
High Yield Portfolio and Diversified Income Portfolio may advertise yield in
addition to total return. The yield will be computed in the following manner:
The net investment income per unit earned during a recent one month period is
divided by the unit value on the last day of the period. This figure reflects
the recurring charges at the Separate Account level including the Annual
Maintenance Fee.
The Money Market Portfolio Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e. the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be reinvested
in Sub-Account units and thus compounded in the course of a 52-week period.
Yield
12 - PROSPECTUS
<PAGE>
reflects the recurring charges at the Separate Account level including the
Annual Maintenance Fee.
The Separate Account may also disclose yield, standard total return, and
non-standard total return. For periods prior to the date the Separate Account
commenced operations, performance information for the Sub-Accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-Accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-Accounts.
Hartford may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in
tax-advantaged and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
other investment alternatives, including comparisons between the Contracts and
the characteristics of and market for such alternatives.
DESCRIPTION OF THE CONTRACTS
--------------------------------------------------------------------
CONTRACTS OFFERED
The Contracts are individual or group tax-deferred Variable Annuity Contracts
designed for retirement planning purposes and may be purchased by any
individual, group or trust, including any trustee or custodian for a retirement
plan qualified under Sections 401(a) or 403(a) of the Internal Revenue Code;
annuity purchase plans adopted by public school systems and certain tax-exempt
organizations according to Section 403(b) of the Code; Individual Retirement
Annuities adopted according to Section 408 of the Code; employee pension plans
established for employees by a state, a political subdivision of a state, or an
agency or instrumentality of either a state or a political subdivision of a
state, and certain eligible deferred compensation plans as defined in Section
457 of the Code ("Qualified Contracts").
PURCHASING A CONTRACT
A prospective Contract Owner may purchase a Contract by completing and
submitting an application or an order request along with an initial Premium
Payment to the Administrative Office of the Company. The maximum age for
Annuitants on the Contract Issue Date is 85. Generally, the minimum Premium
Payment is $20,000. Thereafter, the minimum Premium Payment is $500. Certain
plans may be allowed to make smaller periodic payments. Unless Hartford gives
its prior approval, it will not accept a Premium Payment in excess of
$1,000,000. Each Premium Payment may be split among the various Sub-Accounts
subject to minimum amounts then in effect. Hartford will send Contract Owners a
confirmation notice upon receipt and acceptance of the Contract Owner's Premium
Payment.
RIGHT TO EXAMINE THE CONTRACT
If you are not satisfied with your purchase, you may cancel the Contract by
returning it within 10 days (or longer in some states) after you receive it. A
written request for cancellation must accompany the Contract. In such event,
Hartford will, without deduction for any charges normally assessed thereunder,
pay you an amount equal to the Contract Value plus any applicable Premium Tax on
the date of receipt of the request for cancellation. You bear the investment
risk during the period prior to Hartford's receipt of request for cancellation.
Hartford will refund the premium paid only for Individual Retirement Annuities
(if returned within seven days of receipt) and in those states where required by
law.
CREDITING AND ALLOCATING THE PREMIUM PAYMENT
The initial Premium Payment, less any applicable Premium Tax, will be credited
to your Contract within 2 business days of receipt of the initial Premium
Payment and a properly completed application or an order to purchase a Contract
by Hartford at the Administrative Office of the Company. It will be credited to
the Sub-Account(s) in accordance with your election. If the application, order
request, or other required information is incomplete when received, Hartford
reserves the right to retain the Premium Payment for up to five business days
while it attempts to complete the information. If the information cannot be made
complete within 5 business days, the applicant will be informed of the reasons
for the delay and the Premium Payment will be returned unless the applicant
specifically consents to Hartford retaining the Premium Payment until the
information is made complete. The Premium Payment will then be allocated within
two business days after receipt of the complete information.
Subsequent Premium Payments received by Hartford in the Administrative Office of
the Company, or other designated administrative offices are priced on the
Valuation Day prior to the close of the New York Stock Exchange (generally 4:00
p.m. E.T.). Unless otherwise specified, Hartford will allocate any subsequent
Premium Payment to Sub-Accounts in accordance with the most recent premium
allocation instructions received by Hartford.
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CONTRACT VALUE -- BEFORE THE ANNUITY COMMENCEMENT DATE
SUB-ACCOUNT VALUE. The Contract Value is the sum of all Sub-Account Values and
therefore reflects the investment performance of the Sub-Accounts to which it is
allocated. The Sub-Account Value for any Sub-Account as of the Contract Issue
Date is equal to the amount of the Premium Payment allocated to that
Sub-Account. The Sub-Account Value for a Contract is determined on any given day
by the multiplying the number of Accumulation Units attributable to the Contract
in that Sub-Account by the Accumulation Unit value for that Sub-Account.
Therefore, on any Valuation Day the Contract Owner's Sub-Account Value reflects
any variation of the interest income, dividends, net capital gains or losses,
realized or unrealized, and any amounts transferred into or out of that
Sub-Account.
ACCUMULATION UNITS. The portions of the Premium Payments allocated to a
Sub-Account or amounts of Contract Value transferred to a Sub-Account are
converted into Accumulation Units. For any Contract, the number of Accumulation
Units credited to a Sub-Account is determined by dividing the dollar amount
directed to the Sub-Account by the value of the Accumulation Unit for that
Sub-Account for the Valuation Day as of which the portion of the Premium Payment
or transferred Contract Value is invested in the Sub-Account. Transferred
Contract Value is invested in a Sub-Account as of the end of the Valuation
Period during which the transfer request was received. Therefore, a Premium
Payment or portion of a Premium Payment allocated to or amounts transferred to a
Sub-Account under a Contract increase the number of Accumulation Units of that
Sub-Account credited to the Contract.
Surrenders, transfers out of a Sub-Account, the death of any Contract Owner or
the Annuitant before the Annuity Commencement Date, and the application of
Contract Value less Premium Tax to an Annuity payment option on the Annuity
Calculation Date all result in a decrease in the number of Accumulation Units of
one or more Sub-Accounts. Accumulation Units are valued as of the end of the
Valuation Period.
The Accumulation Unit value for each Sub-Account was arbitrarily set initially
at $1 when the Sub-Account began operations. Thereafter, the Accumulation Unit
value for each Sub-Account will equal (a) the Accumulation Unit value at the end
of the preceding Valuation Day multiplied by (b) the Net Investment Factor for
the Valuation Day for which the Accumulation Unit value is being calculated.
(See "Net Investment Factor," below.)
The Sub-Account Value as of each Valuation Day is then determined by
multiplying: (a) the number of Accumulation Units in the Sub-Account by (b) the
Accumulation Unit value for that Sub-Account as of that Valuation Day.
You will be advised, at least semiannually, of the number of Accumulation Units
credited to each Sub-Account, the current Accumulation Unit values, and the
total value of your Contract.
THE NET INVESTMENT FACTOR (BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE) The
Net Investment Factor is an index applied to measure the investment performance
of a Sub-Account from one Valuation Period to the next. For each Sub-Account,
the Net Investment Factor reflects the investment performance of the Fund in
which that Sub-Account invests and the charges assessed against that Sub-Account
for a Valuation Period. The Net Investment Factor is calculated by dividing (a)
by (b) and subtracting (c) from the result, where:
(a) is the Net Asset Value of the Fund held in that Sub-Account, determined at
the end of the current Valuation Period (plus the per share amount of any
dividends or capital gains distributions made by that Fund);
(b) is the Net Asset Value of the Fund held in the Sub-Account, determined at
the beginning of the Valuation Period;
(c) is a daily factor representing the mortality and expense risk charge and any
applicable administration charge deducted from the Sub-Account, adjusted for
the number of days in the Valuation Period.
SUB-ACCOUNT VALUE TRANSFERS BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE
You may transfer the your Sub-Account Values from one or more Sub-Accounts to
another Sub-Account free of charge. However, Hartford reserves the right to
limit the number of transfers to 12 per Contract Year, with no 2 transfers
occurring on consecutive Valuation Days. Transfers by telephone may be made by a
Contract Owner or by the attorney-in-fact pursuant to a power of attorney by
calling Hartford at (800) 862-6668 or by the agent of record by calling (800)
862-7155. Telephone transfers may not be permitted by some states.
The policy of Hartford and its agents and affiliates is that they will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. Hartford will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. The procedures Hartford
follows for transactions initiated by telephone include requirements that
callers provide certain information for identification purposes. All transfer
instructions by telephone are tape recorded.
Hartford may permit the Contract Owner to preauthorize transfers among
Sub-Accounts and between Sub-Accounts under certain circumstances. Transfers
between the Sub-Accounts may be made both before and after the Annuity
Commencement Date. Generally, the minimum allocation to any Sub-Account may not
be less than $500. All percentage (%) allocations must be in whole numbers
(e.g., 1%). No minimum balance is presently required in any Sub-Account.
It is the responsibility of the Contract Owner to verify the accuracy of all
confirmations of transfers and to promptly advise
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Hartford of any inaccuracies within 30 days of receipt of the confirmation.
Subject to the exceptions set forth in the following paragraph, the right to
reallocate Contract Values is subject to modification if Hartford determines, in
its sole opinion, that the exercise of that right by one or more Contract Owners
is, or would be, to the disadvantage of other Contract Owners. Any modification
could be applied to transfers to or from some or all of the Sub-Accounts and
could include, but not be limited to, the requirement of a minimum time period
between each transfer, not accepting transfer requests of an agent acting under
a power of attorney on behalf of more than one Contract Owner, or limiting the
dollar amount that may be transferred between the Sub-Accounts by a Contract
Owner at any one time. Such restrictions may be applied in any manner reasonably
designed to prevent any use of the transfer right which is considered by
Hartford to be to the disadvantage of other Contract Owners.
For Contracts issued in the State of New York, the reservation of rights set
forth in the preceding paragraph is limited to: (i) requiring up to a maximum of
10 Valuation Days between each transfer; (ii) limiting the amount to be
transferred on any one Valuation Day to no more than $2 million; and (iii) upon
30 days prior written notice, to only accepting transfer instructions from the
Contract Owner and not from the Contract Owner's representative, agent or person
acting under a power of attorney for the Contract Owner.
Currently, and with respect to Contracts issued in all states, the only
restriction in effect is that Hartford will not accept instructions from agents
acting under a power of attorney of multiple Contract Owners whose accounts
aggregate more than $2 million, unless the agent has entered into a third party
transfer services agreement with Hartford.
SURRENDERS
FULL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE. At any time prior to the
Annuity Commencement Date, the Contract Owner has the right to fully surrender
the Contract. In such event, the Surrender Value of the Contract may be taken in
the form of a lump sum cash settlement. With the exception of Annuity payment
options 6, no surrenders are permitted after the Annuity Commencement Date.
The Surrender Value of the Contract is equal to the Contract Value less any
Premium Taxes, and the Annual Maintenance Fee, if applicable. The Surrender
Value may be more or less than the amount of the Premium Payments made to a
Contract.
PARTIAL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE. The Contract Owner
may make a partial surrender of Contract Values at any time prior to the Annuity
Commencement Date so long as the amount surrendered is at least equal to
Hartford's minimum amount rules then in effect. Additionally, if the remaining
Contract Value following a surrender is less than $500, Hartford may terminate
the Contract and pay the Surrender Value. For Contracts issued in Texas, the
Contract will not be terminated when the remaining Contract Value after a
surrender is less than $500 unless there were no Premium Payments made during
the previous 2 Contract Years.
When requesting a partial surrender, you should specify the Sub-Account(s) from
which the partial surrender will be taken. Otherwise, the surrender will be
effected on a pro rata basis according to the value in each Sub-Account.
Hartford may permit the Contract Owner to preauthorize partial surrenders
subject to certain limitations then in effect.
SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE. A Contract Owner may fully
surrender the Contract on or after the Annuity Commencement Date if the Payment
For a Period Certain Annuity payment option is in effect. Under the Payments For
a Period Certain option, Hartford pays the Contract Owner the Commuted Value
upon surrender. This surrender charge is computed as of the date Hartford
receives the written request for surrender at the Administrative Office of the
Company. No partial surrenders are permitted after the Annuity Commencement
Date.
A Contract Owner may request in writing a partial and full surrender of the
Contract. Partial surrenders may be requested by telephone provided certain
requirements are met. (See "Telephone Surrender Privileges," below.)
CONTRACT OWNERS SHOULD CONSULT THEIR TAX ADVISER REGARDING THE TAX CONSEQUENCES
OF A SURRENDER. A surrender made before age 59 1/2 may result in adverse tax
consequences, including the imposition of a penalty tax of 10% of the taxable
portion of the Surrender Value. (See "Federal Tax Considerations," page 22.)
TELEPHONE SURRENDER PRIVILEGES. Hartford permits partial surrenders by telephone
subject to dollar amount limitations in effect at the time a Contract Owner
requests the surrender. To request partial surrenders by telephone, a Contract
Owner must have completed and returned to Hartford a Telephone Redemption
Program Enrollment Form authorizing telephone surrenders. If there are joint
Contract Owners, both must authorize Hartford to accept telephone instructions
and agree that Hartford may accept telephone instructions for partial surrenders
from either Contract Owner. Partial surrender requests will not be honored until
Hartford receives all required documents in proper form.
Telephone authorization will remain valid until (a) Hartford receives written
notice of revocation by a Contract Owner, or, in the case of joint Contract
Owners, written notice from either Contract Owner; (b) Hartford discontinues the
privilege; or (c) Hartford has reason to believe that a Contract Owner has
entered into a market timing agreement with an investment adviser and/or
broker/dealer.
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Hartford may record any telephone calls to verify data concerning transactions
and may adopt other procedures to confirm that telephone instructions are
genuine. Hartford will not be liable for losses or expenses arising out of
telephone instructions reasonably believed to be genuine.
In order to obtain that day's unit values on surrender, Hartford must receive
telephone surrender instructions prior to the close of trading on the New York
Stock Exchange (generally 4:00 p.m. Eastern Time).
Hartford may modify, suspend, or terminate telephone transaction privileges at
any time.
PAYMENT OF SURRENDER AMOUNTS. Payment of any request for a full or partial
surrender from the Sub-Accounts will be made as soon as possible and in any
event no later than seven days after the request is received by Hartford at the
Administrative Office of the Company.
There may be postponement in the payment of Surrender Amounts whenever (a) the
New York Stock Exchange is closed; (b) trading on the New York Stock Exchange is
restricted as determined by the Commission; (c) the Commission permits
postponement and so orders; or (d) the Commission determines that an emergency
exists making valuation of the amounts or disposal of securities not reasonably
practicable.
CERTAIN QUALIFIED CONTRACT SURRENDERS -- THERE ARE CERTAIN RESTRICTIONS ON
SECTION 403(b) TAX SHELTERED ANNUITIES. AS OF DECEMBER 31, 1988, ALL SECTION
403(b) ANNUITIES HAVE LIMITS ON FULL AND PARTIAL SURRENDERS. CONTRIBUTIONS TO
THE CONTRACT MADE AFTER DECEMBER 31, 1988 AND ANY INCREASES IN CASH VALUE AFTER
DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED UNLESS THE CONTRACT OWNER/EMPLOYEE HAS
A) ATTAINED AGE 59 1/2, B) SEPARATED FROM SERVICE, C) DIED, D) BECOME DISABLED
OR E) EXPERIENCED FINANCIAL HARDSHIP (CASH VALUE INCREASES MAY NOT BE
DISTRIBUTED FOR HARDSHIPS PRIOR TO AGE 59 1/2).
DISTRIBUTIONS PRIOR TO AGE 59 1/2 DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM
SERVICE MAY STILL BE SUBJECT TO A PENALTY TAX OF 10%.
HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY FOR DETERMINING WHETHER A WITHDRAWAL
IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR SITUATION; OR IN
MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1, 1989 CONTRACT
VALUES.
ANY FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE CONTINUING
TAX-QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS OR HER TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS," PAGE 22.)
CONTRACT FEES AND CHARGES
ANNUAL MAINTENANCE FEE. Each year, on each Contract Anniversary on or before the
Annuity Commencement Date, Hartford will deduct an Annual Maintenance Fee, if
applicable, from Contract Values to reimburse it for expenses relating to the
maintenance of the Contract and the Sub-Account(s) thereunder. The Annual
Maintenance Fee is $30 per Contract Year for Contracts with less than $100,000
Contract Value on the Contract Anniversary. If, during a Contract Year, the
Contract is surrendered for its full value, Hartford will deduct the Annual
Maintenance Fee, if applicable, at the time of such surrender. The fee is a flat
fee which will be due in the full amount regardless of the time of the Contract
Year that Contract Values are surrendered. The deduction will be made pro rata
according to the value in each Sub-Account under a Contract.
The types of expenses covered by the Annual Maintenance Fee include, but are not
limited to, expenses of issuing the Contract and expenses for confirmations,
Contract quarterly statements, processing of transfers and surrenders,
responding to Contract Owner inquiries, reconciling and depositing cash
receipts, calculation and monitoring daily Sub-Account unit values, Separate
Account reporting, including semiannual and annual reports and mailing and
tabulation of shareholder proxy solicitations.
Annual Maintenance Fees are waived for Contracts with Contract Value equal to or
greater than $100,000. Hartford reserves the right to waive the Annual
Maintenance Fee under certain conditions.
ADMINISTRATION CHARGE. For administration, Hartford makes a daily charge at the
rate of .15% per annum against all Contract Values held in the Separate Account
during both the accumulation and annuity phases of the Contract. There is not
necessarily a relationship between the amount of administrative charge imposed
on a given Contract and the amount of expenses that may be attributable to that
Contract; expenses may be more or less than the charge. The types of expenses
incurred by the Separate Account include, but are not limited to, expenses of
issuing the Contract and expenses for confirmations, Contract quarterly
statements, processing of transfers and surrenders, responding to Contract Owner
inquiries, reconciling and depositing cash receipts, calculation and monitoring
daily Sub-Account unit values, Separate Account reporting, including semiannual
and annual reports and mailing and tabulation of shareholder proxy
solicitations.
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MORTALITY AND EXPENSE RISK CHARGE. Although Variable Annuity payments made under
the Contracts will vary in accordance with the investment performance of the
underlying Fund shares held in the Sub-Account(s), the payments will not be
affected by (a) Hartford's actual mortality experience before or after the
Annuity Commencement Date or (b) Hartford's actual expenses, if greater than the
deductions provided for in the Contracts because of the expense and mortality
undertakings by Hartford.
Prior to the Annuity Commencement Date, Hartford will, for assuming these risks
under the Contracts, make a daily charge at the rate of 1.50% per annum against
all Contract Values (estimated at 0.95% for mortality and 0.55% for expense).
After the Annuity Commencement Date, Hartford will make a daily charge of 1.25%
per annum (estimated at .90% for mortality and .35% for expense) against all
Sub-Account Values.
The mortality undertaking provided by Hartford under the Contracts, assuming the
selection of one of the forms of life Annuities, is to make monthly Annuity
payments (determined in accordance with the 1983a Individual Annuity Mortality
Table projected to the year 2000 using Projection Scale G and other provisions
contained in the Contract) to Annuitants regardless of how long an Annuitant may
live, and regardless of how long all Annuitants as a group may live. Hartford
also assumes the liability for payment of a minimum Death Benefit under the
Contract.
The mortality undertakings are based on Hartford's determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
during the Annuity payment period deviates from Hartford's actuarial
determination of expected mortality rates among Annuitants because, as a group,
their longevity is longer than anticipated, Hartford must provide amounts from
its general funds to fulfill its Contract obligations. Hartford will bear the
loss in such a situation. Also, in the event of the death of an Annuitant or
Contract Owner before the Annuity Commencement Date, whichever is earlier,
Hartford can, in periods of declining value, experience a loss resulting from
the assumption of the mortality risk relative to the guaranteed Death Benefit.
In providing an expense undertaking, Hartford assumes the risk that the Annual
Maintenance Fee and Administrative Charge for maintaining the Contracts prior to
the Annuity Commencement Date may be insufficient to cover the actual cost of
providing such items.
PREMIUM TAXES. A deduction is also made for Premium Tax, if applicable, imposed
by a federal, state or other governmental entity. Certain states impose a
Premium Tax, currently ranging up to 4%. Some states assess the tax at the time
Premium Payments are made; others assess the tax at the time of annuitization.
Hartford will pay Premium Taxes at the time imposed under applicable law. At its
sole discretion, Hartford may deduct Premium Taxes at the time Hartford pays
such taxes to the applicable government authorities, at the time the Contract is
surrendered, at the time the Death Benefit is paid, or on the Annuity
Commencement Date.
EXCEPTIONS. Hartford may offer, in its discretion, reduced fees and charges
including, but not limited to, the mortality and expense risk charge and the
Annual Maintenance Fee for certain sales (including employer sponsored savings
plans) under circumstances which may result in savings of certain costs and
expenses. Reductions in these fees and charges will not be unfairly
discriminatory against any Contract Owner.
DEATH BEFORE THE ANNUITY COMMENCEMENT DATE
If the Contract Owner or the Annuitant dies before the Annuity Commencement
Date, Hartford will pay a Death Benefit.
If the deceased had not attained age 81, the Death Benefit is the greatest of:
(a) the Contract Value, or
(b) 100% of the total Premium Payments made to such Contract, reduced by any
prior surrenders, or
(c) the Maximum Anniversary Value immediately preceding the date of death.
The Maximum Anniversary Value is equal to the greatest Contract Anniversary
value attained from the following: Hartford will calculate a Contract
Anniversary value for each Contract Anniversary prior to the deceased's attained
age 81. The Contract Anniversary value is equal to the Contract Value on a
Contract Anniversary, increased by the dollar amount of any Premium Payments
made since that anniversary and reduced by the dollar amount of any partial
surrenders since that anniversary.
If the deceased had attained age 81, then the Death Benefit is the greatest of:
(a) the Contract Value, or
(b) 100% of the total Premium Payments made to such Contract, reduced by any
prior surrenders, or
(c) the Maximum Anniversary Value at the deceased's attained age 80, reduced by
any prior surrenders and increased by premiums paid.
If the Contract Owner or Annuitant dies before the Annuity Commencement Date and
a Death Benefit is payable to the Beneficiary, the Death Benefit will be
calculated as of the date Hartford receives written notification of Due Proof of
Death. Any Annuity payments made or after the date of death, but before receipt
of written notification of Due Proof of Death will be recovered by Hartford from
the Payee.
The calculated Death Benefit will remain invested in accordance with the last
allocation instructions given by the Contract Owner until new complete
settlement instructions are received
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from the beneficiary(s). During the time period between Hartford's receipt of
written notification of Due Proof of Death and Hartford's receipt of complete
settlement instructions, the calculated Death Benefit will be subject to market
fluctuations.
IF THE CONTRACT OWNER DIES before the Annuity Commencement Date, any surviving
joint Contract Owner becomes the Beneficiary. If there is no surviving joint
Contract Owner, the designated Beneficiary will be the Beneficiary. If the
Contract Owner's spouse is the sole Beneficiary and the Annuitant is living, the
spouse may elect, in lieu of receiving the Contract Value, to be treated as the
Contract Owner. If no Beneficiary designation is in effect or if the Beneficiary
has predeceased the Contract Owner, the Contract Owner's estate will be the
Beneficiary.
IF THE ANNUITANT DIES before the Annuity Commencement Date, the Contingent
Annuitant will become the Annuitant. If either (a) there is no Contingent
Annuitant, (b) the Contingent Annuitant predeceases the Annuitant, or (c) if any
sole Contract Owner dies before the Annuity Commencement Date, the Beneficiary,
as determined under the Contract control provisions, will receive the Death
Benefit. However, if the Annuitant dies prior to the Annuity Commencement Date
and the Contract Owner is living, the Contract Owner shall be the Beneficiary.
In that case, the rights of any designated Beneficiary shall be void.
DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE
If the Annuitant dies on or after the Annuity Commencement Date, Hartford will
pay the Death Benefit under the following Annuity payment options: Life Annuity
with Cash Refund and Life Annuity with Payment for a Period Certain.
PAYMENT FOR A PERIOD CERTAIN. The Death Benefit on or after the Annuity
Commencement Date, under the Payment for a Period Certain Annuity payment option
is as follows:
IF THE ANNUITANT DIES on or after the Annuity Commencement Date, the Beneficiary
will have the option of having payments continue to the Beneficiary for the
remainder of the period or taking the Death Benefit in one sum. If the
Beneficiary opts to take the Death Benefit in one sum, the Death Benefit will
equal the Commuted Value.
IF A CONTRACT OWNER WHO IS NOT THE ANNUITANT DIES on or after the Annuity
Commencement Date, any surviving joint Contract Owner becomes the sole Contract
Owner. If there is no surviving Contract Owner, the Payee becomes the new
Contract Owner. If any Contract Owner dies, the remaining Annuity payments will
be distributed at least as rapidly as under the method of distribution being
used as of the date of such death.
LIFE ANNUITY WITH CASH REFUND. The Death Benefit on or after the Annuity
Commencement Date, under the Life Annuity with Cash Refund Annuity payment
option equals the Contract Value less Premium Tax used to purchase Annuity Units
on the Annuity Calculation Date minus the sum of all Annuity payments made.
DISTRIBUTION REQUIREMENTS: PRIOR TO THE ANNUITY COMMENCEMENT DATE
The Death Benefit will be distributed based on the Contract Owner's or
Annuitant's date of death and the Beneficiary's election:
(a) in a single lump sum, within 5 years from the death
(b) under an Annuity payment option provided that:
(1) Annuity payments begin within one year of the date of death, and
(2) Annuity payments are made in substantially equal installments over the
life of the Beneficiary, or
(3) Annuity payments are made in substantially equal installments over a
period not greater than the life expectancy of the Beneficiary;
(c) if the sole Beneficiary is the spouse of the deceased Contract Owner, he or
she may by written notice within one year of the Contract Owner's death,
elect to continue the Contract as the new Contract Owner. If the spouse so
elects, all of his or her rights as Beneficiary cease and if the deceased
Contract Owner was also the sole Annuitant and appointed no Contingent
Annuitant, he or she will become the Annuitant (For qualified plans, see
"Appendix I," page 27); or
(d) if the Contract Owner is not an individual, then the "primary Annuitant"
shall be treated as the Contract Owner under (a) and (b) above. For this
purpose, the "primary Annuitant" means the individual, the events in the
life of whom are of primary importance in affecting the timing or amount of
the payout under the Contract.
The Death Benefit will only be paid after Hartford has received Due Proof of
Death.
There may be postponement in the payment of Death Benefits whenever (a) the New
York Stock Exchange is closed, including for holidays and weekends, or trading
on the New York Stock Exchange is restricted as determined by the Commission;
(b) the Commission permits postponement and so orders; or (c) the Commission
determines that an emergency exists making valuation of the amounts or disposal
of securities not reasonably practicable.
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SETTLEMENT PROVISIONS
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You select an Annuity Commencement Date and an Annuity payment option which may
be on a fixed or variable basis, or a combination thereof. The Annuity
Commencement Date will not be deferred beyond the end of Annuitant's age 90 or
the end of Contract Year 10, whichever is later. (If the Contract is sold as
part of a Charitable Remainder Trust, the Annuity Commencement Date may be
deferred to the end of the Annuitant's age 100.) The Annuity Commencement Date
and/or the Annuity payment option may be changed from time to time, but any
change must be at least 30 days prior to the date on which Annuity payments are
scheduled to begin.
The Contract contains the 6 Annuity payment options described below and Option
7, the Annuity Proceeds Settlement Option. Annuity payment options 3, 5, 6 and
the Annuity Proceeds Settlement Option are each available to Qualified Contracts
only if the guaranteed payment period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life expectancy shall
be computed on the basis of the mortality table prescribed by the IRS, or if
none is prescribed, the mortality table then in use by Hartford. With respect to
Non-Qualified Contracts, if you do not elect otherwise, Fixed Annuity payments
will automatically begin on the Annuity Commencement Date under Annuity payment
option 3 with Annuity payments guaranteed for 10 years. For Qualified Contracts
and Contracts issued in Texas, if you do not elect otherwise, Fixed Annuity
payments will begin automatically on the Annuity Commencement Date, under option
1 to provide a life Annuity.
With the exception of Annuity payment option 6, no surrenders are permitted
after Annuity payments commence.
ANNUITY PAYMENT OPTIONS
OPTION 1: LIFE ANNUITY.
Hartford makes Annuity payments for as long as the Annuitant lives. Under this
option, a Payee would receive only one Annuity payment if the Annuitant dies
after the first such payment, two Annuity payments if the Annuitant dies after
the second payment, etc.
OPTION 2: LIFE ANNUITY WITH A CASH REFUND.
Hartford makes Variable Annuity payments as long as the Annuitant lives. If the
Annuitant dies and the sum of all Annuity payments made are less than the
Contract Value less Premium Tax on the Annuity Calculation Date, the Beneficiary
is entitled to a Death Benefit. The Death Benefit equals the Contract Value less
Premium Tax on the Annuity Calculation Date minus the sum of all Annuity
payments made. This option is only available when for Variable Annuity payment
using the 5% A.I.R.
OPTION 3: LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN.
Hartford makes Annuity payments for as long as the Annuitant lives. At the time
this option is selected, the Contract Owner must select a specific number of
years (a minimum of 5 years and maximum of 100 minus the Annuitant's age). If
the Annuitant dies before the specified number of years has passed, the
Beneficiary will have the option of either having the payments continue to the
Beneficiary for the remainder of the period or receiving the present value of
the remaining payments in one sum. Some restrictions apply to Qualified
Contracts with regards to the specified number of years for which payments are
guaranteed. (See first paragraph under "Settlement Provisions," page 18.)
OPTION 4: JOINT AND LAST SURVIVOR LIFE ANNUITY.
Hartford makes Annuity payments while the Annuitant and Joint Annuitant are
living. After the death of either Annuitant, payments continue for as long as
the other Annuitant lives. Under this option, a Payee would receive only one
Annuity payment if the Annuitant and Joint Annuitant die after the first such
payment, etc. At the time of purchase the Contract Owner must elect to have
Annuity payments after the death of the first Annuitant made in amounts equal to
100%, 66.67% or 50% of the amount that would otherwise be paid.
OPTION 5: JOINT AND LAST SURVIVOR LIFE ANNUITY WITH
PAYMENTS FOR A PERIOD CERTAIN.
Hartford makes Annuity payments to the Payee while the Annuitant and Joint
Annuitant are living. After the death of either Annuitant, Annuity payments
continue to the Payee for as long as the Joint Annuitant lives. At the time of
purchase, the Contract Owner must elect to have Annuity payments after the death
of the first Annuitant made in amounts equal to 100%, 66.67% or 50% of the
amount that would otherwise be paid. At the time this Option is selected, the
Contract Owner must select a specific number of years (a minimum of five years
and maximum of 100 minus the younger Annuitant's age). If the Annuitant and
Joint Annuitant die before the specified number of years has passed, the
Beneficiary will have the option of either having the payments continue to the
Beneficiary for the remainder of the period or receiving the present value of
the remaining payments in one sum. Some restrictions apply to Qualified
Contracts with regards to the specified number of years for which payments are
guaranteed. (See first paragraph under "Settlement Options," page 18.)
OPTION 6: PAYMENTS FOR A PERIOD CERTAIN.
Hartford makes Annuity payments for the number of years (a minimum of 5 years
and maximum of 100 minus the Annuitants age) selected by the Contract Owner. If
the Annuitant dies before the specified number of years have passed, Annuity
payments to
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the Beneficiary will continue until the specified number of years have elapsed.
After the death of the Annuitant, the Beneficiary will have the option of either
having the payments continue to the Beneficiary for the remainder of the period
or receiving the present value of the remaining payments in one sum. Some
restrictions apply to Qualified Contracts with regards to the specified number
of years for which payments are guaranteed. (See first paragraph under
"Settlement Provisions," page 18.)
ANNUITY PROCEEDS SETTLEMENT OPTION
OPTION 7: ANNUITY PROCEEDS SETTLEMENT OPTION.
Proceeds from the Death Benefit may be left with Hartford for a period not to
exceed 5 years from the date of the Contract Owner's death prior to the Annuity
Commencement Date. These proceeds will remain in the Sub-Account(s) to which
they were allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial surrenders may be made at any time. In the
event of surrenders, the remaining value will equal the Contract Value of the
proceeds left with Hartford, minus any surrenders. This option may not be
available under certain Contracts issued in connection with Qualified Plans.
Hartford may offer other Annuity payment options from time to time.
VARIABLE AND FIXED ANNUITY PAYMENTS. When an Annuity is effected under a
Contract, unless otherwise specified, Contract Values (less applicable Premium
Taxes) held in the Sub-Accounts will be applied to provide a Variable Annuity
based on the pro rata amount in the various Sub-Accounts. YOU SHOULD CONSIDER
THE QUESTION OF ALLOCATION OF CONTRACT VALUES (LESS APPLICABLE PREMIUM TAXES)
AMONG SUB-ACCOUNTS OF THE SEPARATE ACCOUNT AND THE GENERAL ACCOUNT OF HARTFORD
TO MAKE CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT ALTERNATIVE
BEST SUITED TO YOUR NEEDS FOR RETIREMENT.
The minimum Annuity payment is $50. No election may be made which results in a
first payment of less than $50. If at any time Annuity payments are or become
less than $50, Hartford has the right to change the frequency of payment to
intervals that will result in payments of at least $50. For New York Contracts,
the minimum monthly Annuity payment is $20. If any amount due is less than the
minimum amount per year, Hartford may make such other settlement as may be
equitable to the Payee.
When Annuity payments are to commence, the value of the Contract is determined
as the sum of the product of the value of the Accumulation Unit of each
Sub-Account on that same day, and the number of Accumulation Units credited to
each Sub-Account as of the date the Annuity is to commence.
All Annuity payments under any option will occur the same day of the month as
the Annuity Commencement Date, based on the payment frequency selected by the
Contract Owner. Available payment frequencies include monthly, quarterly,
semi-annual and annual. The payment frequency may not be changed after payout
has begun.
ANNUITY CALCULATION DATE AND
ANNUITY COMMENCEMENT DATE
The Contract Owner selects the Annuity Commencement Date in the application or
order request. The Annuity Calculation Date will be no more than five Valuation
Days before the Annuity Commencement Date. The Contract Value less any
applicable Premium Tax is applied to purchase Annuity Units of the Sub-Accounts
selected by the Contract Owner as of the Annuity Calculation Date. The first
Annuity payment is computed using the value of such Annuity Units as of the
Annuity Calculation Date.
INCOME PAYMENT DATES
All Annuity payments after the first Annuity payment are computed and payable as
of the Income Payment Dates. These dates are the same day of the month as the
Annuity Commencement Date based on the Annuity payment frequency selected by the
Contract Owner and shown on the specification page of the Contract. Available
Annuity payment frequencies includes monthly, quarterly, semi-annual and annual.
The Annuity payment frequency may not be changed once selected by the Contract
Owner.
In the event that the Contract Owner does not select a payment frequency,
Annuity payments will be made monthly.
VARIABLE ANNUITY PAYMENTS
THE FIRST VARIABLE ANNUITY PAYMENT. Variable Annuity payments are periodic
payments from Hartford to the designated Payee, the amount of which varies from
one Income Payment Date to the next as a function of the net investment
performance of the Sub-Accounts selected by the Contract Owner to support such
Annuity payments. The dollar amount of the first Variable Annuity payment
depends on the Annuity payment option chosen, the age of the Annuitant, the
gender of the Annuitant (if applicable), the amount of Contract Value applied to
purchase the Annuity payments, and the applicable annuity purchase rates based
on the 1983a Individual Annuity Mortality table using projection scale G
projected to the year 2000 and an AIR of not less than 3.0%.
The dollar amount of the first Variable Annuity payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable Premium Tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the payment factor in
the Contract for the selected Annuity payment option. The dollar
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value of the first Variable Annuity payment is the sum of the first Variable
Annuity payments attributable to each Sub-Account.
ANNUITY UNITS. The number of Annuity Units attributable to a Sub-Account is
derived by dividing the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date. The
number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between Sub-Accounts.
SUBSEQUENT VARIABLE ANNUITY PAYMENTS. The dollar amount of each subsequent
Variable Annuity payment attributable to each Sub-Account is calculated on the
Income Payment Date. It is determined by multiplying (a) by (b) and adding (c),
where:
(a) is the number of Annuity Units of each Sub-Account credited under the
Contract;
(b) is the Annuity Unit value (described below) for that Sub-Account; and
(c) is the results of each Sub-Account calculation.
The total subsequent Variable Annuity payments equal the sum of the amounts
attributable to each Sub-Account.
Notwithstanding the foregoing, when an Income Payment Date would fall on a day
that is not a Valuation Day, the Income Payment is computed as of the next
Valuation Day. If the date of the month elected does not occur in a given month,
i.e., the 29th, 30th, or 31st of a month, the payments will be computed as of
the last Valuation Day of the month.
The Annuity Unit value of each Sub-Account for any Valuation Period is equal to
(a) multiplied by (b) multiplied by (c) where:
(a) is the Net Investment Factor for the Valuation Period for which the Annuity
Unit value is being calculated;
(b) is the Annuity Unit value for the preceding Valuation Period; and
(c) is the Annuity Unit Factor
The Annuity Unit Factor neutralizes the AIR percentage (3%, 5%, or 6%). The
daily Annuity Unit Factor corresponding to the AIR percentages of 3%, 5%, and 6%
are 0.999919, 0.999866, and 0.999840, respectively.
THE ASSUMED INVESTMENT RETURN (AIR). The Annuity Unit value will increase or
decrease from one Income Payment Date to the next in direct proportion to the
net investment return of the Sub-Account or Sub-Accounts supporting the Variable
Annuity payments, less an adjustment to neutralize the selected AIR. Dividing
what would otherwise be the Annuity Unit value by the AIR factor is necessary in
order to adjust the change in the Annuity Unit value (resulting from the Net
Investment Factor) so that the Annuity Unit value only changes to the extent
that the Net Investment Factor represents a rate of return greater than or less
than the AIR selected by the Contract Owner. Without this adjustment, the Net
Investment Factor would decrease the Annuity Unit value to the extent that such
value represented an annualized rate of return of less than 0.0% and increase
the Annuity Unit value to the extent that such value represented an annualized
rate of return of greater than 0.0%.
Subject to state approval, the Contract permits Contract Owners to select one of
three AIRs: 3%, 5% or 6%. A higher AIR will result in a higher initial payment,
a more slowly rising series of subsequent payments when actual investment
performance (minus any deductions and expenses) exceeds the AIR, and a more
rapid drop in subsequent payments when actual investment performance (minus any
deductions and expenses) is less than the AIR. The following examples may help
clarify the impact of selecting one AIR over another:
1. If a Contract Owner selects a 3% AIR and if the net investment return of the
Sub-Account for an Annuity payment period is equal to the pro-rated portion
of the 3% AIR, the Variable Annuity payment attributable to that Sub-Account
for that period will equal the Annuity payment for the prior period. To the
extent that such net investment return exceeds an annualized rate of return
of 3% for a payment period, the Annuity payment for that period will be
greater than the Annuity payment for the prior period and to the extent that
such return for a period falls short of an annualized rate of 3%, the
Annuity payment for that period will be less than the Annuity payment for
the prior period.
2. If a Contract Owner selects a 5% AIR and if the net investment return of the
Sub-Account for an Annuity payment period is equal to the pro-rated portion
of the 5% AIR, the Variable Annuity payment attributable to that Sub-Account
for that period will equal the Annuity payment for the prior period. To the
extent that such net investment return exceeds an annualized rate of return
of 5% for a payment period, the Annuity payment for that period will be
greater than the Annuity payment for the prior period and to the extent that
such return for a period falls short of an annualized rate of 5%, the
Annuity payment for that period will be less than the Annuity payment for
the prior period.
3. If a Contract Owner selects a 6% AIR and if the net investment return of the
Sub-Account for an Annuity payment period is equal to the pro-rated portion
of the 6% AIR, the Variable Annuity payment attributable to that Sub-Account
for that period will equal the Annuity payment for the prior period. To the
extent that such net investment return exceeds an annualized rate of return
of 6% for a payment period, the Annuity payment for that period will be
greater than the Annuity Payment for the prior period and to the extent that
such return for a period
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falls short of an annualized rate of 6%, the Annuity payment for that period
will be less than the Annuity payment for the prior period.
LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE RETURNS
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
EXCHANGE ("TRANSFER") OF ANNUITY UNITS. After the Annuity Calculation Date, the
Contract Owner may exchange (i.e.,"transfer") the dollar value of a designated
number of Annuity Units of a particular Sub-Account for an equivalent dollar
amount of Annuity Units of another Sub-Account. On the date of the transfer, the
dollar amount of a Variable Annuity payment generated from the Annuity Units of
either Sub-Account would be the same. Transfers are executed as of the day
Hartford receives a written request for a transfer. For guidelines refer to
"Sub-Account Value Transfers Before and After the Annuity Commencement Date,"
page 14.
FIXED ANNUITY. Fixed Annuity payments are determined at annuitization by
multiplying the Contract Value (less applicable Premium Taxes) by a rate to be
determined by Hartford which is no less than the rate specified in the Fixed
Annuity option tables in the Contract. The Annuity payment will remain level for
the duration of the Annuity. Any Fixed Annuity allocation may not be changed.
ADDITIONAL CONTRACT INFORMATION
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ASSIGNMENT
Ownership of a Contract described herein is generally assignable. However, if
the Contracts are issued pursuant to some form of Qualified Plan, it is possible
that the ownership of the Contracts may not be transferred or assigned depending
on the type of qualified retirement plan involved. An assignment of a Non-
Qualified Contract may be deemed a distribution which subjects the assignment
proceeds to income taxes and certain penalty taxes.
MISSTATEMENT OF AGE OR SEX
If the Annuitant's stated age and/or sex in the Contract are incorrect, Hartford
will change the benefits payable to those which the Premium Payments would have
purchased for the correct age and sex. Sex is not a factor when Annuity Benefits
are based on unisex annuity payment rate tables. If Annuity payments were made
based on incorrect age or sex, we will increase or reduce a later Annuity
payment or payments to adjust for the error. Any adjustment will include
interest, at a rate of 4% per year, from the date of wrong payment to the date
the adjustment is made.
CONTRACT MODIFICATION
Hartford reserves the right to modify the Contract, but only if such
modification: (a) is necessary to make the Contract or the Separate Account
comply with any law or regulation issued by a governmental agency to which
Hartford is subject; or (b) is necessary to assure continued qualification of
the Contract under the Code or other federal or state laws relating to
retirement annuities or annuity Contracts; or (c) is necessary to reflect a
change in the operation of the Separate Account or the Sub-Account(s) or (d)
provides additional Separate Account options or (e) withdraws Separate Account
options. In the event of any such modification Hartford will provide notice to
the Contract Owner or to the payee(s) during the Annuity period. Hartford may
also make appropriate endorsement to the Contract to reflect such modification.
FEDERAL TAX CONSIDERATIONS
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What are some of the federal tax consequences which affect these Contracts?
A. GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.
It should be understood that any detailed description of the federal income tax
consequences regarding the purchase of these Contracts cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. The discussion here and in
Appendix I, commencing on page 27, is based on Hartford's understanding of
existing federal income tax laws as they are currently interpreted.
B.TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT
The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly,
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the Separate Account will not be taxed as a "regulated investment company" under
subchapter M of Chapter 1 of the Code. Investment income and any realized
capital gains on the assets of the Separate Account are reinvested and are taken
into account in determining the value of the Accumulation and Annuity Units (See
"Contract Value -- Before the Annuity Commencement Date" commencing on page 13).
As a result, such investment income and realized capital gains are automatically
applied to increase reserves under the Contract.
No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.
C. TAXATION OF ANNUITIES -- GENERAL
PROVISIONS AFFECTING PURCHASERS
OTHER THAN QUALIFIED
RETIREMENT PLANS
Section 72 of the Code governs the taxation of annuities in general.
1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions for
Contract Owners which are non-natural persons. Non-natural persons include
corporations, trusts, and partnerships. The annual net increase in the value of
the Contract is currently includable in the gross income of a non-natural person
unless the non-natural person holds the Contract as an agent for a natural
person. There is an exception from current inclusion for certain annuities held
in tax-qualified retirement arrangements, certain annuities held by structured
settlement companies, certain annuities held by an employer with respect to a
terminated tax-qualified retirement plan and certain immediate annuities. A
non-natural person which is a tax-exempt entity for federal tax purposes will
not be subject to income tax as a result of this provision.
If the Contract Owner is not an individual, the primary Annuitant shall be
treated as the Contract Owner for purposes of making distributions which are
required to be made upon the death of the Contract Owner. If there is a change
in the primary Annuitant, such change shall be treated as the death of the
Contract Owner.
2. OTHER CONTRACT OWNERS (NATURAL PERSONS). A Contract Owner is not taxed on
increases in the value of the Contract until an amount is received or deemed
received, e.g., in the form of a lump sum payment (full or partial value of a
Contract) or as Annuity payments under the settlement option elected.
The provisions of Section 72 of the Code concerning distributions are summarized
briefly below. Also summarized are special rules affecting distributions from
Contracts obtained in a tax-free exchange for other annuity contracts or life
insurance contracts which were purchased prior to August 14, 1982.
A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
I. Total premium payments less amounts received which were not includable in
gross income equal the "investment in the contract" under Section 72 of the
Code.
II. To the extent that the value of the Contract (ignoring any surrender charges
except on a full surrender) exceeds the "investment in the contract," such
excess constitutes the "income on the contract."
III. Any amount received or deemed received prior to the Annuity Commencement
Date (e.g., upon a partial surrender) is deemed to come first from any such
"income on the contract" and then from "investment in the contract," and for
these purposes such "income on the contract" shall be computed by reference to
any aggregation rule in subparagraph 2.c. below. As a result, any such amount
received or deemed received (1) shall be includable in gross income to the
extent that such amount does not exceed any such "income on the contract," and
(2) shall not be includable in gross income to the extent that such amount does
exceed any such "income on the contract." If at the time that any amount is
received or deemed received there is no "income on the contract" (e.g., because
the gross value of the Contract does not exceed the "investment in the contract"
and no aggregation rule applies), then such amount received or deemed received
will not be includable in gross income, and will simply reduce the "investment
in the contract."
IV. The receipt of any amount as a loan under the Contract or the assignment or
pledge of any portion of the value of the Contract shall be treated as an amount
received for purposes of this subparagraph a. and the next subparagraph b.
V. In general, the transfer of the Contract, without full and adequate
consideration, will be treated as an amount received for purposes of this
subparagraph a. and the next subparagraph b. This transfer rule does not apply,
however, to certain transfers of property between spouses or as a result of
divorce.
B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.
Annuity payments made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the amount
determined by the application of the ratio of the "investment in the contract"
to the total amount of the payments to be made after the Annuity Commencement
Date (the "exclusion ratio").
I. When the total of amounts excluded from income by application of the
exclusion ratio is equal to the investment in the contract as of the Annuity
Commencement Date, any additional payments (including surrenders) will be
entirely includable in gross income.
II. If the annuity payments cease by reason of the death of the Annuitant and,
as of the date of death, the amount of annuity payments excluded from gross
income by the exclusion ratio does not exceed the investment in the contract as
of the Annuity
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Commencement Date, then the remaining portion of unrecovered investment shall be
allowed as a deduction for the last taxable year of the Annuitant.
III. Generally, nonperiodic amounts received or deemed received after the
Annuity Commencement Date are not entitled to any exclusion ratio and shall be
fully includable in gross income. However, upon a full surrender after such
date, only the excess of the amount received (after any surrender charge) over
the remaining "investment in the contract" shall be includable in gross income
(except to the extent that the aggregation rule referred to in the next
subparagraph c. may apply).
C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.
Contracts issued after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year (other than
certain contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new Contract for this
purpose. Hartford believes that for any annuity subject to such aggregation, the
values under the Contracts and the investment in the contracts will be added
together to determine the taxation under subparagraph 2.a., above, of amounts
received or deemed received prior to the Annuity Commencement Date. Withdrawals
will first be treated as withdrawals of income until all of the income from all
such Contracts is withdrawn. As of the date of this Prospectus, there are no
regulations interpreting this provision.
D. 10% PENALTY TAX-- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS.
I. If any amount is received or deemed received on the Contract (before or after
the Annuity Commencement Date), the Code applies a premature distribution
penalty tax equal to ten percent of the portion of the amount includable in
gross income, unless an exception applies.
II. The 10% penalty tax will not apply to the following distributions
(exceptions vary based upon the precise plan involved):
1. Distributions made on or after the date the Contract Owner has attained the
age of 59 1/2.
2. Distributions made on or after the death of the holder or where the holder is
not an individual, the death of the primary annuitant.
3. Distributions attributable to a Contract Owner's becoming disabled.
4. A distribution that is part of a scheduled series of substantially equal
periodic payments for the life (or life expectancy) of the Contract Owner (or
the joint lives or life expectancies of the Contract Owner and the Contract
Owner's Beneficiary).
5. Distributions of amounts which are allocable to the investment in the
contract prior to August 14, 1982 (see next subparagraph e.).
E. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE EXCHANGE
OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO AUGUST 14, 1982.
If the Contract was obtained by a tax-free exchange of a life insurance or
annuity contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income. In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.
F. REQUIRED DISTRIBUTIONS
I. DEATH OF CONTRACT OWNER OR PRIMARY ANNUITANT
Subject to the alternative election or spouse beneficiary provisions in ii or
iii below:
1. If any Contract Owner dies on or after the Annuity Commencement Date and
before the entire interest in the Contract has been distributed, the
remaining portion of such interest shall be distributed at least as rapidly
as under the method of distribution being used as of the date of such death;
2. If any Contract Owner dies before the Annuity Commencement Date, the entire
interest in the Contract will be distributed within 5 years after such
death; and
3. If the Contract Owner is not an individual, then for purposes of 1. or 2.
above, the primary annuitant under the Contract shall be treated as the
Contract Owner, and any change in the primary annuitant shall be treated as
the death of the Contract Owner. The primary annuitant is the individual,
the events in the life of whom are of primary importance in affecting the
timing or amount of the payout under the Contract.
II. ALTERNATIVE ELECTION TO SATISFY DISTRIBUTION REQUIREMENTS
If any portion of the interest of a Contract Owner described in 1. above is
payable to or for the benefit of a designated beneficiary, such beneficiary may
elect to have the portion distributed over a period that does not extend beyond
the life or life expectancy of
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the beneficiary. The election and payments must begin within a year of the
death.
III. SPOUSE BENEFICIARY
If any portion of the interest of a Contract Owner is payable to or for the
benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
living, such spouse shall be treated as the Contract Owner of such portion for
purposes of section 1. above.
3. DIVERSIFICATION REQUIREMENTS. Section 817 of the Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period during which the investments made by the separate account or underlying
fund are not adequately diversified in accordance with regulations prescribed by
the Treasury Department. If a Contract is not treated as an annuity contract,
the Contract Owner will be subject to income tax on the annual increases in cash
value.
The Treasury Department has issued diversification regulations which generally
require, among other things, that no more than 55% of the value of the total
assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.
A separate account must be in compliance with the diversification standards on
the last day of each calendar quarter or within 30 days after the quarter ends.
If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of contract income on an ongoing basis. However, either the company or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
Hartford monitors the diversification of investments in the separate accounts
and tests for diversification as required by the Code. Hartford intends to
administer all contracts subject to the diversification requirements in a manner
that will maintain adequate diversification.
4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT. In order for a variable
annuity contract to qualify for tax deferral, assets in the segregated asset
accounts supporting the variable contract must be considered to be owned by the
insurance company and not by the variable contract owner for tax purposes. The
Internal Revenue Service (IRS) has issued several rulings which discuss investor
control. The IRS has ruled that certain incidents of ownership by the contract
owner, such as the ability to select and control investments in a separate
account, could cause the contract owner to be treated as the owner of the assets
for tax purposes.
Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that the "temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the separate accounts.
D. FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding, pursuant to Section 3405 of the Code.
The application of this provision is summarized below:
1. NON-PERIODIC DISTRIBUTIONS. The portion of a non-periodic distribution which
constitutes taxable income will be subject to federal income tax withholding
unless the recipient elects not to have taxes withheld. If an election not to
have taxes withheld is not provided, 10% of the taxable distribution will be
withheld as federal income tax. Election forms will be provided at the time
distributions are requested. If the necessary election forms are not submitted
to Hartford, Hartford will automatically withhold 10% of the taxable
distribution.
2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR). The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding as if the recipient were
married claiming three exemptions unless the recipient elects otherwise. A
recipient may elect not to have income taxes withheld or to have income taxes
withheld at a different rate by providing a completed election form. Election
forms will be provided at the time distributions are requested.
E. GENERAL PROVISIONS AFFECTING TAX-QUALIFIED RETIREMENT PLANS
The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I
25 - PROSPECTUS
<PAGE>
commencing on page 27 for information relative to the types of plans for which
it may be used and the general explanation of the tax features of such plans.
F. ANNUITY PURCHASES BY
NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.
OTHER INFORMATION
--------------------------------------------------------------------
DISTRIBUTION OF THE CONTRACTS
Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of Hartford. The principal business address of HSD
is the same as that of Hartford.
The securities will be sold by salespersons of HSD who represent Hartford as
insurance and by variable annuity agents who are registered representatives of
Broker-Dealers who have entered into distribution agreements with HSD.
HSD is registered with the Commission under the Securities Exchange Act of 1934
as a Broker-Dealer and is a member of the National Association of Securities
Dealers, Inc.
Commissions will be paid by Hartford and will not be more than 1% of Premium
Payments. Trail commissions of 1% annually will be paid on a quarterly basis
beginning after the first Contract Year. From time to time, Hartford may pay or
permit other promotional incentives, in cash or credit or other compensation.
Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on premium payments made by
policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
The securities may also be sold directly to employees of Hartford and Hartford
Fire Insurance Company, an affiliate of Hartford, without compensation to HSD
salespersons. The securities will be credited with an additional 5% of the
employee's Premium Payment by Hartford. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
Contract Values of other Contract Owners.
LEGAL MATTERS
There are no material legal proceedings to which the Separate Account is a
party.
Counsel with respect to federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
General Counsel, Hartford Life, P.O. Box 2999, Hartford, Connecticut 06104-2999.
EXPERTS
The audited financial statements included in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory-basis financial statements of
Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life and
Annuity Insurance Company) which states the statutory-basis financials are
presented in accordance with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners and the State
of Connecticut Insurance Department, and are not presented in accordance with
generally accepted accounting principles. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
ADDITIONAL INFORMATION
Inquiries will be answered by calling your representative or by writing:
Hartford Life and Annuity Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 521-0538 (Contract Owners)
26 - PROSPECTUS
<PAGE>
APPENDIX I
--------------------------------------------------------------------
INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS
THE TAX RULES APPLICABLE TO TAX-QUALIFIED CONTRACT OWNERS, INCLUDING
RESTRICTIONS ON CONTRIBUTIONS AND DISTRIBUTIONS, TAXATION OF DISTRIBUTIONS AND
TAX PENALTIES, VARY ACCORDING TO THE TYPE OF PLAN AS WELL AS THE TERMS AND
CONDITIONS OF THE PLAN ITSELF. VARIOUS TAX PENALTIES MAY APPLY TO CONTRIBUTIONS
IN EXCESS OF SPECIFIED LIMITS, TO DISTRIBUTIONS IN EXCESS OF SPECIFIED LIMITS,
TO DISTRIBUTIONS WHICH DO NOT SATISFY CERTAIN REQUIREMENTS AND TO CERTAIN OTHER
TRANSACTIONS WITH RESPECT TO QUALIFIED PLANS. ACCORDINGLY, THIS SUMMARY PROVIDES
ONLY GENERAL INFORMATION ABOUT THE TAX RULES ASSOCIATED WITH USE OF THE CONTRACT
BY A QUALIFIED PLAN. CONTRACT OWNERS, PLAN PARTICIPANTS AND BENEFICIARIES ARE
CAUTIONED THAT THE RIGHTS AND BENEFITS OF ANY PERSON TO BENEFITS ARE CONTROLLED
BY THE TERMS AND CONDITIONS OF THE PLAN REGARDLESS OF THE TERMS AND CONDITIONS
OF THE CONTRACT. SOME QUALIFIED PLANS ARE SUBJECT TO DISTRIBUTION AND OTHER
REQUIREMENTS, WHICH ARE NOT INCORPORATED INTO HARTFORD'S ADMINISTRATIVE
PROCEDURES. OWNERS, PARTICIPANTS AND BENEFICIARIES ARE RESPONSIBLE FOR
DETERMINING THAT CONTRIBUTIONS, DISTRIBUTIONS AND OTHER TRANSACTIONS COMPLY WITH
APPLICABLE LAW. BECAUSE OF THE COMPLEXITY OF THESE RULES, OWNERS, PARTICIPANTS
AND BENEFICIARIES ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
SPECIFIC TAX CONSEQUENCES.
A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS
Provisions of the Code permit eligible employers to establish tax-qualified
pension or profit sharing plans (described in Section 401(a) and 401(k), if
applicable, and exempt from taxation under Section 501(a) of the Code), and
Simplified Employee Pension Plans (described in Section 408(k)). Such plans are
subject to limitations on the amount that may be contributed, the persons who
may be eligible and the time when distributions must commence. Employers
intending to use these contracts in connection with such plans should seek
competent tax and other legal advice.
B. TAX SHELTERED ANNUITIES
UNDER SECTION 403(b)
Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts, and, subject to
certain limitations, exclude such contributions from gross income. Generally,
such contributions may not exceed the lesser of $10,000 (indexed) or 20% of the
employees "includable compensation" for his most recent full year of employment,
subject to other adjustments. Special provisions may allow some employees to
elect a different overall limitation.
Tax-sheltered annuity programs under Section 403(b) are subject to a PROHIBITION
AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO CONTRIBUTIONS MADE
PURSUANT TO A SALARY REDUCTION AGREEMENT unless such distribution is made:
(1) after the participating employee attains age 59 1/2;
(2) upon separation from service;
(3) upon death or disability; or
(4) in the case of hardship (and, in the case of hardship, any income
attributable to such contributions may not be distributed).
Generally, the above restrictions do not apply to distributions attributable to
cash values or other amounts held under a section 403(b) contract as of December
31, 1988.
C. DEFERRED COMPENSATION PLANS
UNDER SECTION 457
Employees and independent contractors performing services for eligible employers
may have contributions made to the Deferred Compensation Plan of their employer
in accordance with the employer's plan and Section 457 of the Code. Section 457
places limitations on contributions to Eligible Deferred Compensation Plans
maintained by a State ("State" means a State, a political sub-division of a
State, and an agency or instrumentality of a State or political sub-division of
a State) or other tax-exempt organization. Generally, the limitation is 33 1/3%
of includable compensation (typically 25% of gross compensation) or $7,500
(indexed), whichever is less. Such a plan may also provide for additional
"catch-up" deferrals during the three taxable years ending before a participant
attains normal retirement age.
An employee electing to participate in an Eligible Deferred Compensation Plan
should understand that his or her rights and benefits are governed strictly by
the terms of the plan and that the employer is the legal owner of any contract
issued with respect to the plan. The employer, as owner of the contract(s),
retains all voting and redemption rights which may accrue to the contract(s)
issued with respect to the plan. The participating employee should look to the
terms of his or her plan for any charges in regard to participating therein
other than those disclosed in this Prospectus. Participants should also be aware
that effective August 20, 1996, the Small Business Job Protection Act of 1996
requires that all assets and income of an Eligible Deferred Compensation Plan
established by a governmental employer which is a State, a political subdivision
of a State, or any agency or instrumentality of a State or political subdivision
of a State, must be held in trust (or under certain specified annuity
27 - PROSPECTUS
<PAGE>
contracts or custodial accounts) for the exclusive benefit of participants and
their beneficiaries. Special transition rules apply to such governmental
Eligible Deferred Compensation Plans already in existence on August 20, 1996,
and provide that such plans need not establish a trust before January 1, 1999.
However, this requirement of a trust does not apply to amounts under an Eligible
Deferred Compensation Plan of a tax-exempt (non-governmental) organization and
such amounts will be subject to the claims of such tax-exempt employer's general
creditors.
In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 unless made after the participating employee
attains age 70 1/2, separates from service, dies, or suffers an unforeseeable
financial emergency. Present federal tax law does not allow tax-free transfers
or rollovers for amounts accumulated in a Section 457 plan except for transfers
to other Section 457 plans in limited cases.
D. INDIVIDUAL RETIREMENT ANNUITIES
UNDER SECTION 408
Section 408 of the Code permits eligible individuals to establish individual
retirement programs through the purchase of Individual Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who may
be eligible and the time when distributions may commence. Also, distributions
from certain qualified plans may be "rolled-over" on a tax-deferred basis into
an IRA.
IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide a death benefit that equals the greater of
the premiums paid and the annuity's cash value. The Contract offers an enhanced
Death Benefit that may exceed the greater of the Contract Value and total
Premium Payments less prior surrenders. For Contracts issued in most states,
Hartford has obtained approval from the Internal Revenue Service to use the
Contract as an IRA. For Contracts issued in New York, Hartford has asked the
Internal Revenue Service to approve use of the Contract as an IRA, but there is
no assurance that approval will be granted.
Special rollover rules apply to SIMPLE IRAs. Amounts can be rolled over from one
SIMPLE IRA to another SIMPLE IRA. However, amounts can be rolled over from a
SIMPLE IRA to a regular IRA only after two years have expired since the
participant first commenced participation in the SIMPLE IRA. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a regular IRA. Hartford is
a non-designated financial institution.
Effective after December 31, 1997, the Contract can be offered as ROTH IRAs
under Section 408A of the Code. Contributions to a ROTH IRA are not deductible.
Subject to special limitations, a distribution from a regular IRA may be rolled
over to a ROTH IRA. However, a rollover to a ROTH IRA is not excludable from
gross income. If certain specified conditions are met, qualified distributions
from a ROTH IRA are tax-free.
E. TAX PENALTIES
Distributions from retirement plans are generally taxed under Section 72 of the
Code. Under these rules, a portion of each distribution may be excludable from
income. The excludable amount is the portion of the distribution which bears the
same ratio as the after-tax contributions bear to the expected return.
1. PREMATURE DISTRIBUTION
Distributions from an IRA or a qualified plan before an participant attains age
59 1/2 are generally subject to an additional tax equal to 10% of the taxable
portion of the distribution. The 10% penalty does not apply to distributions
made after the employee's death, on account of disability, for eligible medical
expenses and distributions in the form of a life annuity and, except in the case
of an IRA, certain distributions after separation from service after age 55. For
these purposes, a life annuity means a scheduled series of substantially equal
periodic payments for the life or life expectancy of the participant (or the
joint lives or life expectancies of the participant and Beneficiary).
In addition, effective for distributions made from an IRA after December 31,
1997, there is no such penalty tax on distributions that do not exceed the
amount of certain qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time home buyer distributions
meeting the requirements of Section 72(t)(8) of the Code.
If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax described above is increased to 25% with respect to non-exempt
premature distributions made from your SIMPLE IRA during the first two years
following the date you first commenced participation in any SIMPLE IRA plan of
your employer.
2. MINIMUM DISTRIBUTION TAX
If the amount distributed is less than the minimum required distribution for the
year, the participant is subject to a 50% tax on the amount that was not
properly distributed.
An individual's interest in a tax-qualified retirement plan must generally be
distributed, or begin to be distributed, not later than April 1 of the calendar
year following the later of (i) the calendar year in which the individual
attains age 70 1/2 or (ii) the calendar year in which the individual retires
from service with the employer sponsoring the plan ("required beginning date").
However, the required beginning date for an individual who is a five (5) percent
owner (as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2. The entire interest of the participant must be distributed beginning no
later than this required beginning date over a period which may not extend
beyond a maximum of the life expectancy of the participant and a designated
Beneficiary. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by dividing the account balance by the
28 - PROSPECTUS
<PAGE>
applicable life expectancy. This account balance is generally based upon the
account value as of the close of business on the last day of the previous
calendar year. In addition, minimum distribution incidental benefit rules may
require a larger annual distribution.
If an individual dies before reaching his or her required beginning date, the
individual's entire interest must generally be distributed within five years of
the individual's death. However, this rule will be deemed satisfied, if
distributions begin before the close of the calendar year following the
individual's death to a designated Beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary). If the Beneficiary is the
individual's surviving spouse, distributions may be delayed until the individual
would have attained age 70 1/2.
If an individual dies after reaching his or her required beginning date or after
distributions have commenced, the individual's interest must generally be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.
3. WITHHOLDING
In general, distributions from IRAs and plans described in Section 457 of the
Code are subject to regular wage withholding rules.
Periodic distributions from other tax-qualified retirement plans that are made
for a specified period of 10 or more years or for the life or life expectancy of
the participant or the joint lives or life expectancies of the participant and
beneficiary are generally subject to federal income tax withholding as if the
recipient were married claiming three exemptions. The recipient of periodic
distributions may generally elect not to have withholding apply or to have
income taxes withheld at a different rate by providing a completed election
form.
Other distributions from such other tax-qualified plans are generally subject to
mandatory income tax withholding at the flat rate of 20% unless such
distributions are:
(a) the non-taxable portion of the distribution;
(b) required minimum distributions; or
(c) direct transfer distributions.
Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).
29 - PROSPECTUS
<PAGE>
TABLE OF CONTENTS TO
STATEMENT OF ADDITIONAL
INFORMATION
<TABLE>
<CAPTION>
SECTION PAGE
- -----------------------------------------------------------
<S> <C>
Description of Hartford Life and Annuity
Insurance Company
- -----------------------------------------------------------
Safekeeping of Assets
- -----------------------------------------------------------
Independent Public Accountants
- -----------------------------------------------------------
Distribution of Contracts
- -----------------------------------------------------------
Calculation of Yield and Return
- -----------------------------------------------------------
Performance Comparisons
- -----------------------------------------------------------
Financial Statements
- -----------------------------------------------------------
</TABLE>
30 - PROSPECTUS
<PAGE>
This form must be completed for all tax sheltered annuities.
SECTION 403(b)(11) ACKNOWLEDGMENT FORM
- ---------------------------------------------------------------
The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
a. attained age 59 1/2,
b. separated from service,
c. died, or
d. become disabled.
Distributions of post December 31, 1988 contributions, excluding any income
thereon, may also be made if you have experienced a financial hardship.
Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.
Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford variable annuity. Please refer to your
Plan.
Please complete the following and return to:
Hartford Life and Annuity Insurance Company
Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085
Name of Contract Owner/Participant ______________________
Address _________________________________________________
City or Plan/School District ____________________________
Date: ___________________________________________________
Contract No: ____________________________________________
Signature: ______________________________________________
<PAGE>
To obtain a Statement of Additional Information, please complete the form below
and mail to:
Hartford Life and Annuity Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085
Please send a Statement of Additional Information for the Select Dimensions
AssetManager to me at the following address:
- -------------------------------------------------------
Name
- -------------------------------------------------------
Address
- -------------------------------------------------------
City/State Zip Code
<PAGE>
PART B
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT THREE
SELECT DIMENSIONS ASSETMANAGER
This Statement of Additional Information is not a prospectus. The information
contained herein should be read in conjunction with the Prospectus.
To obtain a Prospectus, send a written request to Hartford Life and Annuity
Insurance Company Attn: Individual Annuity Services, P.O. Box 5085, Hartford,
CT 06102-5085.
Date of Prospectus: July __, 1998
Date of Statement of Additional Information: July __, 1998
<PAGE>
-2-
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
<S> <C>
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY . . . . . . .
SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . .
DISTRIBUTION OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . .
CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . . . . . .
PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE>
-3-
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States and the District of Columbia,
except New York. Hartford's name changed from ITT Hartford Life and Annuity
Insurance Company to Hartford Life and Annuity Insurance Company on January 1,
1998. Hartford was originally incorporated under the laws of Wisconsin on
January 9, 1956, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately controlled by The Hartford Financial
Services Group, Inc., a Delaware corporation.
HARTFORD RATINGS
<TABLE>
<CAPTION>
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE OF
RATING
<S> <C> <C> <C>
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.
Standard & Poor's 1/23/98 AA Insurer financial strength
Duff & Phelps 1/23/98 AA+ Claims paying ability
</TABLE>
SAFEKEEPING OF ASSETS
Title to the assets of the Separate Account is held by Hartford. The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.
INDEPENDENT PUBLIC ACCOUNTANTS
The audited financial statements included in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory-basis financial statements of
Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life and
Annuity Insurance Company) which states the statutory-basis financials are
presented in accordance with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners and the State
of Connecticut Insurance Department, and are not presented in accordance with
generally accepted accounting principles. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
<PAGE>
-4-
DISTRIBUTION OF CONTRACTS
Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account
and will offer the Contracts on a continuous basis.
HSD is a wholly-owned subsidiary of Hartford. The principal business address
of HSD is the same as that of Hartford.
The securities will be sold by salespersons of HSD, who represent Hartford as
insurance and Variable Annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.
HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").
Hartford currently pay HSD underwriting commissions for its role as principal
underwriter of this variable annuity contract. For the past three years, the
aggregate dollar amount of underwriting commissions paid to and retained by
HSD in its role as principal underwriter for this contract has been: 1997:
$2,256,552.18, 1996: $2,328,296.26 and 1995: $996,727.81.
CALCULATION OF YIELD AND RETURN
YIELD OF THE MONEY MARKET FUND SUB-ACCOUNT. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the Money
Market Fund Sub-Account for a seven day period (the "base period") will be
computed by determining the "net change in value" (calculated as set forth
below) of a hypothetical account having a balance of one accumulation unit of
the Sub-Account at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from Contract Owner accounts, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then multiplying the base period return by
(365/7) with the resulting yield figure carried to the nearest hundredth of
one percent. Net changes in value of a hypothetical account will include net
investment income of the account (accrued daily dividends as declared by the
underlying funds, less daily expense charges of the account) for the period,
but will not include realized gains or losses or unrealized appreciation or
depreciation on the underlying fund shares.
The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7 and
subtracting 1 from the result, according to the following formula:
Effective Yield = [(Base Period Return + 1) (365/7)] - 1
The yield and effective yield for the seven day period ending March 31,
1998 for the Money Market Portfolio Sub-Account is as follows:
($30 Annual Maintenance Fee)
Yield: 3.44%
Effective Yield: 3.50%
<PAGE>
-5-
THE MONEY MARKET PORTFOLIO SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY
IN RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.
YIELDS OF NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO AND DIVERSIFIED
INCOME PORTFOLIO SUB-ACCOUNTS. As summarized in the Prospectus under the
heading "Performance Related Information," yields of the above Sub-Accounts
will be computed by annualizing a recent month's net investment income,
divided by a Portfolio share's net asset value on the last trading day of
that month. Net changes in the value of a hypothetical account will assume
the change in the underlying mutual fund's "net asset value per share" for
the same period in addition to the daily expense charge assessed, at the
sub-account level for the respective period. The Sub-Accounts' yields will
vary from time to time depending upon market conditions and, the composition
of the underlying funds' portfolios. Yield should also be considered relative
to changes in the value of the Sub-Accounts' shares and to the relative risks
associated with the investment objectives and policies of the underlying
Portfolio.
THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.
Yield calculations of the North American Government Securities Portfolio and
Diversified Income Portfolio Sub-Accounts used for illustration purposes
reflect the interest earned by the Sub-Accounts, less applicable asset based
charges assessed under the Contract over the base period. Yield quotations
based on a 30 day period ended March 31, 1998 were computed by dividing
the dividends and interests earned during the period by the maximum offering
price per unit on the last day of the period, according to the following
formula:
Example:
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 1)(6) - 1]
Where A = Dividends and interest earned during the
period.
B = Expenses accrued for the period (net of
reimbursements).
C = The average daily number of units outstanding
during the period that were entitled to
receive dividends.
D = The maximum offering price per unit on the
last day of the period.
<TABLE>
<CAPTION>
SUB-ACCOUNTS YIELD
<S> <C>
North American Government Securities Portfolio* 2.93%
Diversified Income Portfolio* 5.35%
* Yield based on a thirty day period ending March 31, 1998.
</TABLE>
<PAGE>
-6-
At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.
CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered.
The formula for total return used herein includes three steps: (1)
calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of units owned at the
end of the period by the unit value per unit on the last trading day of the
period; (2) assuming redemption at the end of the period and deducting any
applicable contingent deferred sales charge and (3) dividing this account
value for the hypothetical investor by the initial $1,000 investment and
annualizing the result for periods of less than one year. Total return will
be calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.
The following are the standardized average annual total return quotations for
the Sub-Accounts for the 1, 5, and 10 year periods ended March 31, 1998.
(These returns assume a mortality and risk expense charge of 1.50% and an
Annual Maintenance Fee of $30.)
STANDARDIZED ANNUALIZED TOTAL RETURN
FOR YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR INCEPTION*
<S> <C> <C> <C>
North American Government
Securities Portfolio 11/8/94 1.54% .14%
Diversified Income Portfolio 11/8/94 5.27% 2.81%
Balanced Growth Portfolio 11/8/94 27.31% 13.86%
Utilities Portfolio 11/8/94 40.27% 17.13%
Dividend Growth Portfolio 11/8/94 34.30% 25.42%
Value Added Market Portfolio 11/8/94 34.21% 18.97%
Growth Portfolio 11/8/94 37.18% 16.08%
American Value Portfolio 11/8/94 47.21% 23.29%
Mid-Cap Growth Portfolio 1/21/97 30.29% 14.36%
Global Equity Portfolio 11/8/94 15.91% 8.32%
</TABLE>
<PAGE>
-7-
<TABLE>
<CAPTION>
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR INCEPTION*
<S> <C> <C> <C>
Developing Growth Portfolio 11/8/94 37.86% 21.35%
Emerging Markets Portfolio 11/8/94 -10.92% -.11%
Money Market Portfolio 11/8/94 .54% .21%
High Yield Portfolio 1/2/97 12.90% 7.41%
Mid-Cap Value Portfolio 1/2/97 50.69% 37.63%
Emerging Markets Debt Portfolio 6/6/97 na 1.44%
Strategic Stock Portfolio 11/3/97 na 10.65%
Enterprise Portfolio 4/7/86 44.78% %
</TABLE>
In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated for
one year, five years, and ten years or other periods. Non-standardized total
return is measured in the same manner as the standardized total return
described above, except that the Annual Maintenance Fee is not deducted.
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.
The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the 1, 5, and 10 year periods ended March 31, 1998.
(These returns assume a mortality and risk expense charge of 1.50% and an
Annual Maintenance Fee of $30.)
NON-STANDARDIZED ANNUALIZED TOTAL RETURN
FOR YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
INCEPTION SINCE
SUB-ACCOUNTS DATE 1 YEAR 5 YEAR 10 YEAR INCEPTION
- ------------ --------- ------ ------ ------- ---------
<S> <C> <C> <C> <C> <C>
North American Government
Securities Portfolio 11/8/94 4.54% na na 3.55%
Diversified Income Portfolio 11/8/94 8.27% na na 6.14%
Balanced Growth Portfolio 11/8/94 30.31% na na 16.82%
Utilities Portfolio 11/8/94 43.27% na na 20.11%
</TABLE>
<PAGE>
-8-
<TABLE>
<CAPTION>
INCEPTION SINCE
SUB-ACCOUNTS DATE 1 YEAR 5 YEAR 10 YEAR INCEPTION*
- ------------ --------- ------ ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Dividend Growth Portfolio 11/8/94 37.30% na na 28.05%
Value Added Market Portfolio 11/8/94 37.21% na na 21.86%
Growth Portfolio 11/8/94 40.18% na na 19.09%
American Value Portfolio 11/8/94 50.21% na na 25.99%
Mid-Cap Growth Portfolio 1/21/97 33.29% na na 19.10%
Global Equity Portfolio 11/8/94 18.91% na na 11.55%
Developing Growth Portfolio 11/8/94 49.86% na na 23.86%
Emerging Markets Portfolio 11/8/94 -7.92% na na 3.40%
Money Market Portfolio 11/8/94 3.54% na na 3.62%
High Yield Portfolio 1/2/97 15.90% na na 12.17%
Mid-Cap Value Portfolio 1/2/97 53.69% na na 42.40%
Emerging Markets Debt
Portfolio 6/6/97 na na na 4.44%
Strategic Stock Portfolio 11/3/97 na na na 13.65%
Enterprise Portfolio 4/7/86 19.23% 19.23% 16.62% 11.89%
</TABLE>
PERFORMANCE COMPARISONS
YIELD AND TOTAL RETURN. Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders. Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present
or prospective shareholders. Each Sub-Account may from time to time include
in advertisements its total return (and yield in the case of certain
Sub-Accounts) the ranking of those performance figures relative to such
figures for groups of other annuities analyzed by Lipper Analytical Services
and Morningstar, Inc. as having the same investment objectives.
The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market
<PAGE>
-9-
performance. The Standard & Poor's Composite Index of 500 Stocks (the "S&P
500") is a market value-weighted and unmanaged index showing the changes in
the aggregate market value of 500 stocks relative to the base period 1941-43.
The S&P 500 is composed almost entirely of common stocks of companies listed
on the New York Stock Exchange, although the common stocks of a few companies
listed on the American Stock Exchange or traded over-the-counter are
included. The 500 companies represented include about 400 industrial, 60
transportation and 40 financial services concerns. The S&P 500 represents
about 80% of the market value of all issues traded on the New York Stock
Exchange.
The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate
market value of approximately 3,500 stocks relative to the base measure of
100.00 on February 5, 1971. The NASDAQ Index is composed entirely of common
stocks of companies traded over-the-counter and often through the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system.
Only those over-the-counter stocks having only one market maker or traded on
exchanges are excluded.
The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East. The EAFE Index
is weighted by market capitalization, and therefore, it has a heavy
representation in countries with large stock markets, such as Japan.
The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury;
all publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.
The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the SL Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "Baa" or higher ("investment grade") by a nationally
recognized rating agency.
The Composite Index for Hartford Advisers Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned
above, and 90 Day U.S. Treasury Bills (10%).
<PAGE>
DEAN WITTER SELECT DIMENSIONS SEPARATE ACCOUNT THREE
Hartford Life & Annuity Insurance
Statement of Assets & Liabilities (Unaudited)
March 31, 1998
<TABLE>
<CAPTION>
North
American
Government Balanced Dividend Value Added
Money Market Securities Growth Utilities and Growth Market Growth
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
DWS Money Market Fund
Shares 71,889,684
Cost $ 71,889,684
Market Value: $71,889,684
DWS North American Gov't Securities Fund
Shares 507,058
Cost $ 5,117,080
Market Value: $5,151,710
DWS Balanced Growth Fund
Shares 4,693,863
Cost $ 60,615,034
Market Value: $77,073,223
DWS Utilities Fund
Shares 3,290,035
Cost $ 41,274,736
Market Value: $58,562,616
DWS Dividend and Growth Fund
Shares 25,197,964
Cost $402,965,785
Market Value: $557,378,961
DWS Value-Added Market Fund
Shares 7,189,296
Cost $ 99,615,933
Market Value: $141,197,769
DWS Core Equity Fund
Shares 2,399,181
Cost $ 33,133,907
Market Value: $44,480,815
Due from Hartford Life and
Annuity Insurance Company 46,872 186 541,391 103,760 9,148
Receivable from fund shares sold 677,591 730
------------ ----------- ----------- ----------- ------------ ----------- -----------
Total Assets 72,567,275 5,152,440 77,120,095 58,562,802 557,920,352 141,301,529 44,489,963
------------ ----------- ----------- ----------- ------------ ----------- -----------
Liabilities
Due to Hartford Life Insurance Company
Due to Hartford Life and
Annuity Insurance Company 677,237 741
Payable for fund shares purchased 45,517 575 541,037 103,737 9,153
------------ ----------- ----------- ----------- ------------ ----------- -----------
Total Liabilities 677,237 741 45,517 575 541,037 103,737 9,153
------------ ----------- ----------- ----------- ------------ ----------- -----------
Net Assets (variable annuity
contract liabilities) $71,890,038 $5,151,699 $77,074,578 $58,562,227 $557,379,315 $141,197,792 $44,480,810
------------ ----------- ----------- ----------- ------------ ----------- -----------
------------ ----------- ----------- ----------- ------------ ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Global
American Equity Developing Emerging Diversified
Value Value Growth Markets Income Mid Cap
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
DWS American Value Fund
Shares 11,242,837
Cost $170,497,412
Market Value: $250,377,990
DWS Global Equity Fund
Shares 7,007,272
Cost $ 83,295,183
Market Value: $102,236,102
DWS Developing Growth Fund
Shares 3,923,883
Cost $ 62,853,680
Market Value: $84,677,398
DWS Emerging Markets Fund
Shares 1,851,463
Cost $ 20,147,255
Market Value: $20,865,984
DWS Diversified Income Fund
Shares 5,956,442
Cost $ 60,798,927
Market Value: $61,172,664
DWS Mid Cap Fund
Shares 1,767,512
Cost $18,827,734
Market Value: $22,093,901
Due from Hartford Life and
Annuity Insurance Company 101,890 34,933 19,910 74,073 29,637
Receivable from fund shares sold 35,653 11,304
------------ ----------- ----------- ----------- ----------- -----------
Total Assets 250,479,880 102,271,035 84,713,051 20,885,894 61,246,737 22,134,842
------------ ----------- ----------- ----------- ----------- -----------
Liabilities
Due to Hartford Life Insurance Company 40,997
Due to Hartford Life and
Annuity Insurance Company 32,829
Payable for fund shares purchased 102,327 35,140 19,923 74,073
------------ ----------- ----------- ----------- ----------- -----------
Total Liabilities 102,327 35,140 32,829 19,923 74,073 40,997
------------ ----------- ----------- ----------- ----------- -----------
Net Assets (variable annuity
contract liabilities) $250,377,553 $102,235,895 $84,680,222 $20,865,971 $61,172,664 $22,093,845
------------ ----------- ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SELECT DIMENSIONS SEPARATE ACCOUNT THREE
Hartford Life & Annuity Insurance Company
Statement of Operations (Unaudited)
For the Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
North
American
Government Balanced Dividend Value Added
Money Market Securities Growth Utilities and Growth Market Growth
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $923,058 $ 49,829 $ 320,001 $ 293,686 $ 2,447,083 $ 393,337
Expenses:
Mortality and expense undertakings (251,274) (17,037) (244,141) (177,799) (1,728,214) (443,177) (139,396)
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net Investment Income (Loss) 671,784 32,792 75,860 115,887 718,869 (49,840) (139,396)
------------ ----------- ----------- ----------- ----------- ----------- -----------
Capital gains income
Net Realized and unrealized gain (loss)
on investments:
Net realized gain (loss) on
security transactions 267 1,702 7,226 (2,660) 3,417 1,867
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net unrealized appreciation (depreciation)
of investments during (5,027) 6,329,841 6,299,717 63,040,734 14,726,056 4,603,409
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net gain (losses) on investments - (4,760) 6,331,543 6,306,943 63,038,074 14,729,473 4,605,276
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations: $671,784 $ 28,032 $6,407,403 $6,422,830 $63,756,943 $14,679,633 $ 4,465,880
------------ ----------- ----------- ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Global
American Equity Developing Emerging Diversified
Value Value Growth Markets Income Mid Cap
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 317,710 $ 113,920 $ 51,723 $ 10,692 $ 1,096,892 $ 49,260
Expenses:
Mortality and expense undertakings (775,813) (325,205) (267,417) (70,141) (203,381) (66,039)
------------ ------------ ----------- ----------- ----------- -----------
Net Investment Income (Loss) (458,103) (211,285) (215,694) (59,449) 893,511 (16,779)
------------ ------------ ----------- ----------- ----------- -----------
Capital gains income
Net Realized and unrealized gain (loss)
on investments:
Net realized gain (loss) on
security transactions (2,115) 43,052 15,434 (235,982) 728 553
Net unrealized appreciation (depreciation)
of investments during the period 28,605,137 11,222,223 9,493,267 107,077 (115,403) 1,885,319
------------ ------------ ----------- ----------- ----------- -----------
Net gain (losses) on investments 28,603,022 11,265,275 9,508,701 (128,905) (114,675) 1,885,872
------------ ------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations: 28,144,919 11,053,990 9,293,007 (188,354) 778,836 1,869,093
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
</TABLE>
<PAGE>
DEAN WITTER SELECT DIMENSIONS SEPARATE ACCOUNT THREE
Hartford Life & Annuity Insurance Company
Statement of Changes in Net Assets (Unaudited)
For the Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
North
American
Government Balanced Dividend Value Added
Money Market Securities Growth Utilities and Growth Market Growth
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 671,784 $ 32,792 $ 75,860 $ 115,887 $ 718,869 $ (49,840) $ (139,396)
Capital gains income
Net realized gain (loss) on
security transactions 267 1,702 7,226 (2,660) 3,417 1,867
Net unrealized appreciation (depreciation)
of investments during the period (5,027) 6,329,841 6,299,717 63,040,734 14,726,056 4,603,409
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 671,784 28,032 6,407,403 6,422,830 63,756,943 14,679,633 4,465,880
------------ ----------- ----------- ----------- ----------- ----------- -----------
Unit transactions:
Purchases 5,183,287 365,388 2,961,738 2,851,011 19,682,480 4,384,065 2,097,735
Net transfers (6,563,306) 181,540 3,546,433 1,866,896 15,860,147 3,265,986 1,971,662
Surrenders (2,460,007) (136,519) (1,144,913) (848,202) (6,578,239) (1,572,134) (686,776)
Net annuity transactions 139,919 34,486 (1,572) (587) 301,538 (2,451) (333)
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from unit transactions (3,700,107) 444,895 5,361,686 3,869,118 29,265,926 6,075,466 3,382,288
------------ ----------- ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets (3,028,323) 472,927 11,769,089 10,291,948 93,022,869 20,755,099 7,848,168
Net Assets:
Beginning of period 74,918,361 4,678,772 65,305,489 48,270,279 464,356,446 120,442,693 36,632,642
End of Period 71,890,038 5,151,699 77,074,578 58,562,227 557,379,315 141,197,792 44,480,810
------------ ----------- ----------- ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Global
American Equity Developing Emerging Diversified
Value Value Growth Markets Income Mid Cap
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ (458,103) $ (211,285) $ (215,694) $ (59,449) $ 893,511 $ (16,779)
Capital gains income
Net realized gain (loss) on
security transactions (2,115) 43,052 15,434 (235,982) 728 553
Net unrealized appreciation (depreciation)
of investments during the period 28,605,137 11,222,223 9,493,267 107,077 (115,403) 1,885,319
------------ ------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 28,144,919 11,053,990 9,293,007 (188,354) 778,836 1,869,093
------------ ------------ ----------- ----------- ----------- -----------
Unit transactions:
Purchases 9,153,526 1,995,884 1,829,725 322,911 3,500,248 1,809,907
Net transfers 7,307,951 1,096,386 (822,420) (647,196) 3,495,798 1,496,915
Surrenders (3,100,616) (1,489,167) (1,267,867) (436,798) (1,721,560) (284,485)
Net annuity transactions (2,010) (90) (930) (850) 10,932
------------ ------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from unit transactions 13,358,851 1,603,013 (261,492) (761,933) 5,285,418 3,022,337
------------ ------------ ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 41,503,770 12,657,003 9,031,515 (950,287) 6,064,254 4,891,430
Net Assets:
Beginning of period 208,873,783 89,578,892 75,648,707 21,816,258 55,108,410 17,202,415
End of Period $250,377,553 $102,235,895 $84,680,222 $20,865,971 $61,172,664 $22,093,845
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SELECT DIMENSIONS SEPARATE ACCOUNT THREE
Hartford Life & Annuity Insurance Company
Statement of Changes in Net Assets (Unaudited)
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
North
American
Government Balanced Dividend Value Added
Money Market Securities Growth Utilities and Growth Market Growth
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 3,091,495 $ 145,013 $ 349,565 $ 567,984 $ 2,299,595 $ 28,854 $ (332,587)
Capital gains income 153,577 134,400 12,570,055 189,721 117,643
Net realized gain (loss) on
security transactions (263) (30,616) 7,972 (17,569) 30,754 (18,550)
Net unrealized appreciation (depreciation)
of investments during the period 38,369 6,868,859 8,330,451 57,370,303 19,452,060 5,016,132
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 3,091,495 183,119 7,341,385 9,040,807 72,222,384 19,701,389 4,782,638
------------ ----------- ----------- ----------- ----------- ----------- -----------
Unit transactions:
Purchases 64,717,334 1,138,836 18,839,623 8,183,839 132,652,810 27,666,361 12,427,733
Net transfers (63,595,299) (44,078) 6,155,476 175,689 35,404,176 11,734,255 3,567,836
Surrenders (10,838,772) (426,779) (3,322,915) (3,224,364) (16,271,820) (3,984,638) (1,013,872)
Net annuity transactions 8,967 9,844 3,406 1,734 6,199
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from unit transactions (9,716,737) 667,979 21,681,151 5,145,008 151,788,572 35,417,712 14,987,896
------------ ----------- ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets (6,625,242) 851,098 29,022,536 14,185,815 224,010,956 55,119,101 19,770,534
Net Assets:
Beginning of period 81,543,603 3,827,674 36,282,953 34,084,464 240,345,490 65,323,592 16,862,108
End of Period $74,918,361 $4,678,772 $65,305,489 $48,270,279 $464,356,446 $120,442,693 $36,632,642
</TABLE>
<TABLE>
<CAPTION>
Global
American Equity Developing Emerging Diversified
Value Value Growth Markets Income Mid Cap
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ (1,697,234) $ (412,774) $ (784,298) $ (214,476) $ 2,714,644 $ 10,736
Capital gains income 3,034,595 115,160 85,168
Net realized gain (loss) on
security transactions (68,035) 36,445 (5,287) (289,528) (5,596) (7,656)
Net unrealized appreciation (depreciation)
of investments during the period 39,904,216 4,176,748 8,288,212 (422,890) 109,953 1,380,848
------------ ------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 41,173,542 3,915,579 7,498,627 (926,894) 2,904,169 1,383,928
------------ ------------ ----------- ----------- ----------- -----------
Unit transactions:
Purchases 45,122,601 27,675,147 13,609,919 7,234,504 20,848,788 9,195,939
Net transfers 17,691,903 8,014,517 1,398,815 665,359 4,855,360 6,858,060
Surrenders (6,922,611) (3,499,654) ( 3,560,130) (1,087,778) (3,059,195) (235,512)
Net annuity transactions (6,552) (252) (3,225) 3,713 12,363
------------ ------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from unit transactions 55,885,341 32,189,758 11,445,379 6,815,798 22,657,316 15,818,487
------------ ------------ ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 97,058,883 36,105,337 18,944,006 5,888,904 25,561,485 17,202,415
Net Assets:
Beginning of period 111,814,900 53,473,555 56,704,701 15,927,354 29,546,925 -
End of Period $208,873,783 $89,578,892 $75,648,707 $21,816,258 $55,108,410 $17,202,415
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
</TABLE>
[cad 240]
<PAGE>
Report of Independent Public Accountants
To ITT Hartford Life and Annuity Insurance Company
Separate Account Three and to the
Owners of Units of Interest Therein:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of ITT
Hartford Life and Annuity Insurance Company Separate Account Three (the
Account) as of December 31, 1997, and the related statement of operations for
the year then ended and statements of changes in net assets for each of the two
years in the period then ended. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ITT Hartford Life and Annuity
Insurance Company Separate Account Three as of December 31, 1997, the results
of its operations for the year then ended and the changes in its net assets for
each of the two years in the period then ended in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 16, 1998
<PAGE>
Separate Account Three
ITT Hartford Life & Annuity Insurance Company
Statement of Assets & Liabilities
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
North American
Money Market Government
Portfolio Securities Portfolio
Sub-Account Sub-Account
---------------- ----------------------
<S> <C> <C>
Assets:
Investments in Dean Witter Select Dimensions Investment Series:
Money Market Portfolio
Shares 74,918,009
Cost $ 74,918,009
Market Value ................................................ $ 74,918,009 --
North American Government Securities Portfolio
Shares 460,057
Cost $ 4,639,126
Market Value ................................................ -- $ 4,678,783
Balanced Portfolio
Shares 4,344,922
Cost $ 55,175,825
Market Value ................................................ -- --
Utilities Portfolio
Shares 3,049,315
Cost $ 37,282,496
Market Value ................................................ -- --
Dividend Growth Portfolio
Shares 23,727,955
Cost $372,983,644
Market Value ................................................ -- --
Value-Added Market Portfolio
Shares 6,858,923
Cost $ 93,586,915
Market Value ................................................ -- --
Core-Equity Portfolio
Shares 2,212,116
Cost $ 29,889,147
Market Value ................................................ -- --
American Value Portfolio
Shares 10,608,128
Cost $157,598,597
Market Value ................................................ -- --
Global Equity Portfolio
Shares 6,906,622
Cost $ 81,860,184
Market Value ................................................ -- --
Developing Growth Portfolio
Shares 3,948,115
Cost $ 63,315,432
Market Value ................................................ -- --
Emerging Markets Portfolio
Shares 1,928,937
Cost $ 21,204,620
Market Value ................................................ -- --
Diversified Income Portfolio
Shares 5,355,531
Cost $ 54,619,270
Market Value ................................................ -- --
Mid-Cap Growth Portfolio
Shares 1,508,987
Cost $ 15,821,601
Market Value ................................................ -- --
Due from ITT Hartford Life and Annuity Insurance Company ...... 506,181 --
Receivable from fund shares sold .............................. -- 180
------------ -----------
Total Assets ................................................. 75,424,190 4,678,963
------------ -----------
Liabilities:
Due to Hartford Life Insurance Company ........................ -- --
Due to ITT Hartford Life and Annuity Insurance Company ........ -- 191
Payable for fund shares purchased ............................. 505,829 --
------------ -----------
Total Liabilities ............................................. 505,829 191
------------ -----------
Net Assets (variable annuity contract liabilities) ............ $ 74,918,361 $ 4,678,772
============ ===========
Deferred annuity contracts in the accumulation period:
Group Sub-Accounts:
Units Owned by Contractholders ............................... 6,624,502 413,249
Unit Price ................................................... $ 11.309282 $ 11.321926
Annuity Contracts in the annuity period:
Group Sub-Accounts:
Units Owned by Contractholders ............................... -- --
Unit Price ................................................... -- --
<CAPTION>
Dividend
Balanced Utilities Growth
Portfolio Portfolio Portfolio
Sub-Account Sub-Account Sub-Account
---------------- ---------------- -----------------
<S> <C> <C> <C>
Assets:
Investments in Dean Witter Select Dimensions Investment Series:
Money Market Portfolio
Shares 74,918,009
Cost $ 74,918,009
Market Value ................................................ -- -- --
North American Government Securities Portfolio
Shares 460,057
Cost $ 4,639,126
Market Value ................................................ -- -- --
Balanced Portfolio
Shares 4,344,922
Cost $ 55,175,825
Market Value ................................................ $ 65,304,172 -- --
Utilities Portfolio
Shares 3,049,315
Cost $ 37,282,496
Market Value ................................................ -- $ 48,270,659 --
Dividend Growth Portfolio
Shares 23,727,955
Cost $372,983,644
Market Value ................................................ -- -- $ 464,356,086
Value-Added Market Portfolio
Shares 6,858,923
Cost $ 93,586,915
Market Value ................................................ -- -- --
Core-Equity Portfolio
Shares 2,212,116
Cost $ 29,889,147
Market Value ................................................ -- -- --
American Value Portfolio
Shares 10,608,128
Cost $157,598,597
Market Value ................................................ -- -- --
Global Equity Portfolio
Shares 6,906,622
Cost $ 81,860,184
Market Value ................................................ -- -- --
Developing Growth Portfolio
Shares 3,948,115
Cost $ 63,315,432
Market Value ................................................ -- -- --
Emerging Markets Portfolio
Shares 1,928,937
Cost $ 21,204,620
Market Value ................................................ -- -- --
Diversified Income Portfolio
Shares 5,355,531
Cost $ 54,619,270
Market Value ................................................ -- -- --
Mid-Cap Growth Portfolio
Shares 1,508,987
Cost $ 15,821,601
Market Value ................................................ -- -- --
Due from ITT Hartford Life and Annuity Insurance Company ...... 33,105 12,112 387,991
Receivable from fund shares sold .............................. -- -- --
------------ ------------ -------------
Total Assets ................................................. 65,337,277 48,282,771 464,744,077
------------ ------------ -------------
Liabilities:
Due to Hartford Life Insurance Company ........................ -- -- --
Due to ITT Hartford Life and Annuity Insurance Company ........ -- -- --
Payable for fund shares purchased ............................. 31,788 12,492 387,631
------------ ------------ -------------
Total Liabilities ............................................. 31,788 12,492 387,631
------------ ------------ -------------
Net Assets (variable annuity contract liabilities) ............ $ 65,305,489 $ 48,270,279 $ 464,356,446
============ ============ =============
Deferred annuity contracts in the accumulation period:
Group Sub-Accounts:
Units Owned by Contractholders ............................... 4,124,239 2,852,564 22,061,872
Unit Price ................................................... $ 15.828958 $ 16.917905 $ 21.045231
Annuity Contracts in the annuity period:
Group Sub-Accounts:
Units Owned by Contractholders ............................... 1,459 642 2,815
Unit Price ................................................... $ 15.828958 $ 16.917905 $ 21.045231
</TABLE>
The accompanying notes are an integral part of these financial statements.
- ----------------------------------------2--------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value-Added Core-Equity American Global Equity
Market Portfolio Portfolio Value Portfolio Value Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account
- - ------------------ ---------------- ----------------- -----------------
<S> <C> <C> <C>
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
$ 120,442,696 -- -- --
-- $ 36,632,647 -- --
-- -- $ 208,874,038 --
-- -- -- $ 89,578,881
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- 40,124 22,169 15,931
21,088 -- -- --
------------- ------------ ------------- ------------
120,463,784 36,672,771 208,896,207 89,594,812
------------- ------------ ------------- ------------
-- -- -- --
21,091 -- -- --
-- 40,129 22,424 15,920
------------- ------------ ------------- ------------
21,091 40,129 22,424 15,920
------------- ------------ ------------- ------------
$ 120,442,693 $ 36,632,642 $ 208,873,783 $ 89,578,892
============= ============ ============= ============
6,713,291 2,206,662 10,468,383 6,816,205
$ 17.936035 $ 16.595943 $ 19.950549 $ 13.141711
1,833 663 1,193 175
$ 17.936035 $ 16.595943 $ 19.950549 $ 13.141711
<CAPTION>
Developing Emerging Diversified Mid-Cap
Growth Portfolio Markets Portfolio Income Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account
- - ------------------ ------------------- ------------------ -----------------
<S> <C> <C> <C>
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
-- -- -- --
$ 75,645,883 -- -- --
-- $ 21,816,272 -- --
-- -- $ 55,108,410 --
-- -- -- $17,202,449
-- -- 49,368 84,868
294,958 20,041 -- --
------------ ------------ ------------ -----------
75,940,841 21,836,313 55,157,778 17,287,317
------------ ------------ ------------ -----------
-- -- -- 40,997
292,134 20,055 -- --
-- -- 49,368 43,905
------------ ------------ ------------ -----------
292,134 20,055 49,368 84,902
------------ ------------ ------------ -----------
$ 75,648,707 $ 21,816,258 $ 55,108,410 $17,202,415
============ ============ ============ ===========
4,002,674 1,911,572 4,502,157 1,504,670
$ 18.896418 $ 11.404653 $ 12.237687 $ 11.432686
662 1,354 1,015 --
$ 18.896418 $ 11.404653 $ 12.237687 --
</TABLE>
- ----------------------------------------3---------------------------------------
<PAGE>
Separate Account Three
ITT Hartford Life & Annuity Insurance Company
Statement of Operations
For the Year Ended December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
North American
Money Market Government
Portfolio Securities Portfolio
Sub-Account Sub-Account
--------------- ----------------------
<S> <C> <C>
Investment income:
Dividends ................................................. $ 4,267,837 $ 204,407
Expenses:
Mortality and expense undertakings ........................ (1,176,342) (59,394)
------------- ---------
Net investment income (loss) .............................. 3,091,495 145,013
------------- ---------
Capital gains income ....................................... -- --
------------- ---------
Net realized and unrealized gain (loss) on investments:
Net realized (loss) gain on security transactions ......... -- (263)
Net unrealized appreciation (depreciation) of
investments during the period ............................ -- 38,369
------------- ---------
Net realized and unrealized gain (loss)
on investments .......................................... -- 38,106
------------- ---------
Net increase (decrease) in net assets resulting from
operations .............................................. $ 3,091,495 $ 183,119
============= =========
<CAPTION>
Balanced Utilities Dividend
Portfolio Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account
------------- ------------- -----------------
<S> <C> <C> <C>
Investment income:
Dividends ................................................. $1,072,401 $1,105,814 $ 7,367,899
Expenses:
Mortality and expense undertakings ........................ (722,836) (537,830) (5,068,304)
---------- ---------- ------------
Net investment income (loss) .............................. 349,565 567,984 2,299,595
---------- ---------- ------------
Capital gains income ....................................... 153,577 134,400 12,570,055
---------- ---------- ------------
Net realized and unrealized gain (loss) on investments:
Net realized (loss) gain on security transactions ......... (30,616) 7,972 (17,569)
Net unrealized appreciation (depreciation) of
investments during the period ............................ 6,868,859 8,330,451 57,370,303
---------- ---------- ------------
Net realized and unrealized gain (loss)
on investments .......................................... 6,838,243 8,338,423 57,352,734
---------- ---------- ------------
Net increase (decrease) in net assets resulting from
operations .............................................. $7,341,385 $9,040,807 $ 72,222,384
========== ========== ============
</TABLE>
*From inception, January 21, 1997 to December 31, 1997.
The accompanying notes are an integral part of these financial statements.
- ----------------------------------------4---------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value-Added Core-Equity American Global
Market Portfolio Portfolio Value Portfolio Equity Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account
- - ------------------ ------------- ----------------- ------------------
<S> <C> <C> <C>
$ 1,356,495 $ 51,453 $ 535,247 $ 653,755
(1,327,641) (384,040) (2,232,481) (1,066,529)
------------ ---------- ------------ -------------
28,854 (332,587) (1,697,234) (412,774)
------------ ---------- ------------ -------------
189,721 117,643 3,034,595 115,160
------------ ---------- ------------ -------------
30,754 (18,550) (68,035) 36,445
19,452,060 5,016,132 39,904,216 4,176,748
------------ ---------- ------------ -------------
19,482,814 4,997,582 39,836,181 4,213,193
------------ ---------- ------------ -------------
$ 19,701,389 $4,782,638 $ 41,173,542 $ 3,915,579
============ ========== ============ =============
<CAPTION>
Developing Emerging Diversified Mid-Cap
Growth Portfolio Markets Portfolio Income Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account*
- - ------------------ ------------------- ------------------ -----------------
<S> <C> <C> <C>
$ 134,565 $ 105,189 $3,306,076 $ 122,846
(918,863) (319,665) (591,432) (112,110)
---------- ---------- ---------- ----------
(784,298) (214,476) 2,714,644 10,736
---------- ---------- ---------- ----------
-- -- 85,168 --
---------- ---------- ---------- ----------
(5,287) (289,528) (5,596) (7,656)
8,288,212 (422,890) 109,953 1,380,848
---------- ---------- ---------- ----------
8,282,925 (712,418) 104,357 1,373,192
---------- ---------- ---------- ----------
$7,498,627 $ (926,894) $2,904,169 $1,383,928
========== ========== ========== ==========
</TABLE>
- ----------------------------------------5---------------------------------------
<PAGE>
Separate Account Three
ITT Hartford Life & Annuity Insurance Company
Statement of Changes in Net Assets
For the Year Ended December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
North American
Money Government
Market Portfolio Securities Portfolio
Sub-Account Sub-Account
------------------ ----------------------
<S> <C> <C>
Operations:
Net investment income (loss) .............................. $ 3,091,495 $ 145,013
Capital gains income ...................................... -- --
Net realized (loss) gain on security transactions ......... -- (263)
Net unrealized appreciation (depreciation) of
investments during the period ............................ -- 38,369
-------------- ----------
Net increase (decrease) in net assets resulting from
operations ............................................... 3,091,495 183,119
-------------- ----------
Unit transactions:
Purchases ................................................. 64,717,334 1,138,836
Net transfers ............................................. (63,595,299) (44,078)
Surrenders ................................................ (10,838,772) (426,779)
Net annuity transactions .................................. -- --
-------------- ----------
Net (decrease) increase in net assets resulting from unit
transactions ............................................. (9,716,737) 667,979
-------------- ----------
Total (decrease) increase in net assets ................... (6,625,242) 851,098
Net Assets:
Beginning of period ....................................... 81,543,603 3,827,674
-------------- ----------
End of period ............................................. $ 74,918,361 $4,678,772
============== ==========
<CAPTION>
Balanced Utilities Dividend
Portfolio Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account
--------------- --------------- -----------------
<S> <C> <C> <C>
Operations:
Net investment income (loss) .............................. $ 349,565 $ 567,984 $ 2,299,595
Capital gains income ...................................... 153,577 134,400 12,570,055
Net realized (loss) gain on security transactions ......... (30,616) 7,972 (17,569)
Net unrealized appreciation (depreciation) of
investments during the period ............................ 6,868,859 8,330,451 57,370,303
------------ ------------ -------------
Net increase (decrease) in net assets resulting from
operations ............................................... 7,341,385 9,040,807 72,222,384
------------ ------------ -------------
Unit transactions:
Purchases ................................................. 18,839,623 8,183,839 132,652,810
Net transfers ............................................. 6,155,476 175,689 35,404,176
Surrenders ................................................ (3,322,915) (3,224,364) (16,271,820)
Net annuity transactions .................................. 8,967 9,844 3,406
------------ ------------ -------------
Net (decrease) increase in net assets resulting from unit
transactions ............................................. 21,681,151 5,145,008 151,788,572
------------ ------------ -------------
Total (decrease) increase in net assets ................... 29,022,536 14,185,815 224,010,956
Net Assets:
Beginning of period ....................................... 36,282,953 34,084,464 240,345,490
------------ ------------ -------------
End of period ............................................. $ 65,305,489 $ 48,270,279 $ 464,356,446
============ ============ =============
</TABLE>
*From inception, January 21, 1997 to December 31, 1997.
- --------------------------------------------------------------------------------
ITT Hartford Life and Annuity Insurance Company
Statement of Changes in Net Assets
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
North American
Money Government
Market Portfolio Securities Portfolio
Sub-Account Sub-Account
------------------ ----------------------
<S> <C> <C>
Operations:
Net investment income (loss) ................................. $ 2,015,660 $ 91,770
Capital gains income ......................................... -- --
Net realized gain (loss) on security transactions ............ -- 146
Net unrealized (depreciation) appreciation of
investments during the period ............................... -- (7,752)
-------------- ----------
Net increase in net assets resulting from operations ......... 2,015,660 84,164
-------------- ----------
Unit transactions:
Purchases .................................................... 87,509,584 2,449,165
Net transfers ................................................ (44,621,372) 203,409
Surrenders ................................................... (4,023,173) (41,335)
Net annuity transactions ..................................... -- --
-------------- ----------
Net increase in net assets resulting from unit
transactions ................................................ 38,865,039 2,611,239
-------------- ----------
Total increase (decrease) in net assets ...................... 40,880,699 2,695,403
Net Assets:
Beginning of period .......................................... 40,662,904 1,132,271
-------------- ----------
End of period ................................................ $ 81,543,603 $3,827,674
============== ==========
<CAPTION>
Balanced Utilities Dividend
Portfolio Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account
-------------- -------------- -----------------
<S> <C> <C> <C>
Operations:
Net investment income (loss) ................................. $ 291,816 $ 516,486 $ 1,329,294
Capital gains income ......................................... 133,324 19,659 171,162
Net realized gain (loss) on security transactions ............ (2,137) (9,700) (18,644)
Net unrealized (depreciation) appreciation of
investments during the period ............................... 2,434,571 1,346,860 27,743,616
----------- ----------- ------------
Net increase in net assets resulting from operations ......... 2,857,574 1,873,305 29,225,428
----------- ----------- ------------
Unit transactions:
Purchases .................................................... 16,974,073 16,024,407 125,692,963
Net transfers ................................................ 2,397,686 (75,687) 16,517,648
Surrenders ................................................... (792,598) (938,935) (5,468,368)
Net annuity transactions ..................................... 11,286 -- 39,927
----------- ----------- ------------
Net increase in net assets resulting from unit
transactions ................................................ 18,590,447 15,009,785 136,782,170
----------- ----------- ------------
Total increase (decrease) in net assets ...................... 21,448,021 16,883,090 166,007,598
Net Assets:
Beginning of period .......................................... 14,834,932 17,201,374 74,337,892
----------- ----------- ------------
End of period ................................................ $36,282,953 $34,084,464 $240,345,490
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
- ----------------------------------------6---------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value-Added Core-Equity American Global Equity
Market Portfolio Portfolio Value Portfolio Value Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account
- ------------------ --------------- ----------------- -----------------
<S> <C> <C> <C>
$ 28,854 $ (332,587) $ (1,697,234) $ (412,774)
189,721 117,643 3,034,595 115,160
30,754 (18,550) (68,035) 36,445
19,452,060 5,016,132 39,904,216 4,176,748
------------ ------------ ------------ ------------
19,701,389 4,782,638 41,173,542 3,915,579
------------ ------------ ------------ ------------
27,666,361 12,427,733 45,122,601 27,675,147
11,734,255 3,567,836 17,691,903 8,014,517
(3,984,638) (1,013,872) (6,922,611) (3,499,654)
1,734 6,199 (6,552) (252)
------------ ------------ ------------ ------------
35,417,712 14,987,896 55,885,341 32,189,758
------------ ------------ ------------ ------------
55,119,101 19,770,534 97,058,883 36,105,337
65,323,592 16,862,108 111,814,900 53,473,555
------------ ------------ ------------ ------------
$120,442,693 $ 36,632,642 $208,873,783 $ 89,578,892
============ ============ ============ ============
<CAPTION>
Developing Emerging Diversified Mid-Cap
Growth Portfolio Markets Portfolio Income Portfolio Growth Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account*
- ------------------ ------------------- ------------------ -----------------
<S> <C> <C> <C>
$ (784,298) $ (214,476) $ 2,714,644 $ 10,736
-- -- 85,168 --
(5,287) (289,528) (5,596) (7,656)
8,288,212 (422,890) 109,953 1,380,848
------------ ------------ ------------ -----------
7,498,627 (926,894) 2,904,169 1,383,928
------------ ------------ ------------ -----------
13,609,919 7,234,504 20,848,788 9,195,939
1,398,815 665,359 4,855,360 6,858,060
(3,560,130) (1,087,778) (3,059,195) (235,512)
(3,225) 3,713 12,363 --
------------ ------------ ------------ -----------
11,445,379 6,815,798 22,657,316 15,818,487
------------ ------------ ------------ -----------
18,944,006 5,888,904 25,561,485 17,202,415
56,704,701 15,927,354 29,546,925 --
------------ ------------ ------------ -----------
$ 75,648,707 $ 21,816,258 $ 55,108,410 $17,202,415
============ ============ ============ ===========
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value-Added Core-Equity American Global Equity Developing Emerging Diversified
Market Portfolio Portfolio Value Portfolio Value Portfolio Growth Portfolio Markets Portfolio Income Portfolio
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
- - ------------------ -------------- ----------------- ----------------- ------------------ ------------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
$ 107,879 $ (68,420) $ (592,660) $ (46,532) $ (465,111) $ (10,378) $ 1,113,077
22,962 23,882 343,751 38,052 39,359 -- 19,526
(9,711) (19,763) (18,375) 3,232 (2,418) 2,901 (14,054)
6,274,483 1,628,841 8,398,356 2,977,064 2,663,616 1,086,487 258,517
------------ ----------- ------------ ------------ ------------ ----------- ------------
6,395,613 1,564,540 8,131,072 2,971,816 2,235,446 1,079,010 1,377,066
------------ ----------- ------------ ------------ ------------ ----------- ------------
29,831,198 10,134,999 61,308,203 30,438,241 34,425,443 9,543,061 16,710,309
8,058,083 1,785,696 8,928,691 5,422,580 5,020,629 1,898,163 4,393,264
(1,128,293) (166,416) (2,457,975) (1,262,709) (1,291,832) (429,144) (1,150,693)
23,528 1,831 23,364 2,008 16,307 11,920 --
------------ ----------- ------------ ------------ ------------ ----------- ------------
36,784,516 11,756,110 67,802,283 34,600,120 38,170,547 11,024,000 19,952,880
------------ ----------- ------------ ------------ ------------ ----------- ------------
43,180,129 13,320,650 75,933,355 37,571,936 40,405,993 12,103,010 21,329,946
22,143,463 3,541,458 35,881,545 15,901,619 16,298,708 3,824,344 8,216,979
------------ ----------- ------------ ------------ ------------ ----------- ------------
$ 65,323,592 $16,862,108 $111,814,900 $ 53,473,555 $ 56,704,701 $15,927,354 $ 29,546,925
============ =========== ============ ============ ============ =========== ============
</TABLE>
- ----------------------------------------7---------------------------------------
<PAGE>
Separate Account Three
ITT Hartford Life & Annuity Insurance Company
Notes to Financial Statements
December 31, 1997
- --------------------------------------------------------------------------------
1. Organization:
Separate Account Three (the Account) is a separate investment account
within ITT Hartford Life & Annuity Insurance Company (the Company) and is
registered with the Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act of 1940, as amended. Both
the Company and the Account are subject to supervision and regulation by
the Department of Insurance of the State of Connecticut and the SEC. The
Account invests deposits by variable annuity contractholders of the Company
in various mutual funds (the Portfolios) as directed by the
contractholders.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting
principles in the investment company industry:
a) Security Transactions--Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments
sold is determined on the basis of identified cost. Dividend and capital
gains income are accrued as of the ex-dividend date. Capital gains
income represents dividends from the Funds which are characterized as
capital gains under tax regulations.
b) Security Valuation--The investment in shares of the Dean Witter Select
Dimensions Investment Series Mutual Funds are valued at the closing net
asset value per share as determined by the appropriate Fund as of
December 31, 1997.
c) Federal Income Taxes--The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as
an insurance company under the Internal Revenue Code. Under current law,
no federal income taxes are payable with respect to the operations of
the Account.
d) Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements and
the reported amounts of income and expenses during the period. Operating
results in the future could vary from the amounts derived from
management's estimates.
3. Administration of the Account and Related Charges:
a) Mortality and Expense Undertakings--The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and,
with respect to the Account, receives a maximum annual fee of up to
1.25% of the Account's average daily net assets. The Company also
provides administrative services and receives an annual fee of 0.15% of
the Account's average daily net assets.
b) Deduction of Annual Maintenance Fee--Annual maintenance fees are
deducted through termination of units of interest from applicable
contract owners' accounts, in accordance with the terms of the
contracts.
- ----------------------------------------8---------------------------------------
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
(IN MILLIONS) 1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
REVENUES
Premiums and other considerations $ 563 $ 310
Net investment income 352 337
Net realized capital gains -- 4
- --------------------------------------------------------------------------------
TOTAL REVENUES 915 651
- --------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses 398 342
Amortization of deferred policy acquisition costs 94 81
Dividends to policyholders 107 54
Other insurance expenses 188 73
- --------------------------------------------------------------------------------
TOTAL BENEFITS, CLAIMS AND EXPENSES 787 550
- --------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE 128 101
Income tax expense 45 38
- --------------------------------------------------------------------------------
NET INCOME $ 83 $ 63
- --------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
(IN MILLIONS, EXCEPT FOR SHARE DATA) 1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
INVESTMENTS
Fixed maturities, available for sale, at fair
value (amortized cost of $14,336 and $13,885) $ 14,609 $ 14,176
Equity securities, available for sale, at
fair value 188 180
Policy loans, at outstanding balance 3,760 3,756
Other investments, at cost 235 47
- --------------------------------------------------------------------------------
Total investments 18,792 18,159
Cash 52 54
Premiums and amounts receivable 23 18
Accrued investment income 353 330
Reinsurance recoverable 6,040 6,325
Deferred policy acquisition costs 3,430 3,315
Deferred income tax 454 348
Other assets 207 352
Separate account assets 77,457 69,055
- --------------------------------------------------------------------------------
TOTAL ASSETS $106,808 $ 97,956
- --------------------------------------------------------------------------------
LIABILITIES
Future policy benefits $ 3,325 $ 3,270
Other policyholder funds 20,980 21,034
Other liabilities 2,622 2,254
Separate account liabilities 77,457 69,055
- --------------------------------------------------------------------------------
TOTAL LIABILITIES 104,384 95,613
- --------------------------------------------------------------------------------
STOCKHOLDER'S EQUITY
Common stock - authorized 1,000; issued and
outstanding, par value $5,690 6 6
Capital surplus 1,045 1,045
Accumulated other comprehensive income
Net unrealized capital gains on securities,
net of tax 177 179
Total accumulated other comprehensive income 177 179
Retained earnings 1,196 1,113
- --------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 2,424 2,343
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $106,808 $ 97,956
- --------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
THREE MONTHS ENDED MARCH 31, 1998 (unaudited)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE
INCOME
----------------------
NET
UNREALIZED CAPITAL TOTAL
COMMON CAPITAL GAINS (LOSSES) ON RETAINED STOCKHOLDERS'
(IN MILLIONS) (UNAUDITED) STOCK SURPLUS SECURITIES, NET OF TAX EARNINGS EQUITY
- ----------------------------------------- -------- -------- ---------------------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 $ 6 $ 1,045 $ 179 $ 1,113 $ 2,343
COMPREHENSIVE INCOME
Net income -- -- -- 83 83
-----------
Other comprehensive income, net of tax:
Change in unrealized capital gains
(losses) on securities (1) (2) -- -- (2) -- (2)
-----------
Total other comprehensive income (2)
-----------
TOTAL COMPREHENSIVE INCOME 81
------- -------- -------------------- --------- -----------
BALANCE, MARCH 31, 1998 $ 6 $ 1,045 $ 177 $ 1,196 $ 2,424
------- -------- -------------------- --------- -----------
------- -------- -------------------- --------- -----------
</TABLE>
THREE MONTHS ENDED MARCH 31, 1997 (unaudited)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE
INCOME
----------------------
NET
UNREALIZED CAPITAL TOTAL
COMMON CAPITAL GAINS (LOSSES) ON RETAINED STOCKHOLDERS'
(IN MILLIONS) (UNAUDITED) STOCK SURPLUS SECURITIES, NET OF TAX EARNINGS EQUITY
- ----------------------------------------- -------- -------- ---------------------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 $ 6 $ 1,045 $ 30 $ 811 $ 1,892
COMPREHENSIVE INCOME
Net income -- -- -- 63 63
-----------
Other comprehensive income, net of tax:
Change in unrealized capital gains
(losses) on securities (1) (2) -- -- (87) -- (87)
-----------
Total other comprehensive income (87)
-----------
TOTAL COMPREHENSIVE INCOME 24
------- -------- -------------------- --------- -----------
BALANCE, MARCH 31, 1997 $ 6 $ 1,045 $ (57) $ 874 $ 1,868
------- -------- -------------------- --------- -----------
------- -------- -------------------- --------- -----------
</TABLE>
(1) UNREALIZED GAIN (LOSS) ON SECURITIES IS NET OF TAX EXPENSE (BENEFIT) OF $95
AND $(34) FOR MARCH 31, 1998 AND 1997, RESPECTIVELY.
(2) NET OF RECLASSIFICATION ADJUSTMENT FOR GAINS REALIZED IN NET INCOME OF $0
AND $4 FOR MARCH 31, 1998 AND 1997, RESPECTIVELY.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
(IN MILLIONS) 1998 1997
- --------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 83 $ 63
ADJUSTMENTS TO NET INCOME:
Depreciation and amortization (5) 5
Net realized capital gains -- (4)
(Increase) decrease in deferred income taxes (102) 21
Increase in deferred policy acquisition costs (115) (128)
(Increase) decrease in premiums receivable and agents'
balances (5) 32
(Increase) decrease in accrued investment income (23) 57
Decrease in other assets 104 25
Decrease (increase) in reinsurance recoverables 23 (112)
Increase in liabilities for future policy benefits 55 158
Increase in other liabilities 74 227
- --------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 89 344
- --------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of fixed maturity investments (2,014) (1,525)
Sales of fixed maturity investments 1,162 985
Maturities and principal paydowns of fixed maturity
investments 459 664
Net (purchases) sales of other investments (118) 111
Net sales (purchases) of short-term investments 211 (102)
- --------------------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES (300) 133
- --------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net receipts from (disbursements for) investment and universal
life-type contracts credited to (charged against) policyholder
accounts 209 (447)
- --------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 209 (447)
- --------------------------------------------------------------------------------------------
(Decrease) increase in cash (2) 30
Cash - beginning of period 54 43
- --------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 52 $ 73
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NET CASH PAID DURING THE PERIOD FOR:
Income taxes $ 56 $ 41
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR SHARE DATA UNLESS OTHERWISE STATED)
(UNAUDITED)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Hartford Life Insurance Company (the "Company") have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures which are normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. In the opinion of management, these
statements include all adjustments which were normal recurring adjustments
necessary to present fairly the financial position, results of operations and
cash flows for the periods presented.
For a description of accounting policies, see Note 2 of Notes to Consolidated
Financial Statements in the Company's 1997 Form 10-K Annual Report.
Certain reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.
(b) CHANGES IN ACCOUNTING PRINCIPLES
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". The SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income", which establishes
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. The objective of this
statement is to report a measure of all changes in equity of an enterprise that
result from transactions and other economic events of the period other than
transactions with owners. Comprehensive income is the total of net income and
all other nonowner changes in equity. Accordingly, the Company has reported
comprehensive income in the Condensed Consolidated Statement of Changes in
Stockholder's Equity.
NOTE 2. INITIAL PUBLIC OFFERING ("IPO")
On February 10, 1997, the Company's indirect parent, Hartford Life, Inc.
("Hartford Life"), filed a registration statement, as amended, with the
Securities and Exchange Commission, relating to the IPO of Hartford Life's
Class A Common Stock. Pursuant to the IPO on May 22, 1997, Hartford Life sold
to the public 26 million shares at $28.25 per share and received proceeds, net
of offering expenses, of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's promissory notes outstanding and line of credit. The
remaining $160 was contributed by Hartford Life to Hartford Life and Accident
Insurance Company, the Company's direct parent, to support growth in its core
businesses.
The 26 million shares sold in the IPO represent approximately 18.6% of the
equity ownership in Hartford Life and approximately 4.4% of the combined voting
power of Hartford Life's Class A and Class B Common Stock. The Hartford owns
all of the 114 million outstanding shares of Class B Common Stock of Hartford
Life, representing approximately 81.4% of the equity ownership in Hartford Life
and approximately 95.6% of the combined voting power of Hartford Life's Class A
and Class B Common Stock. Holders of Class A Common Stock generally have
identical rights to the holders of Class B Common Stock except that the holders
of Class A Common Stock are entitled to one vote per share while holders of
Class B Common Stock are entitled to five votes per share on all matters
submitted to a vote of Hartford Life's stockholders.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR PER SHARE DATA UNLESS OTHERWISE STATED)
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") addresses the financial condition of the Company as of March
31, 1998, compared with December 31, 1997, and its results of operations for the
three months ended March 31, 1998 compared with the equivalent 1997 period.
This discussion should be read in conjunction with the MD&A in the Company's
1997 Form 10-K Annual Report.
Certain statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty which are, in many instances, beyond the
Company's control and have been made based upon management's expectations and
beliefs concerning future developments and their potential effect on Hartford
Life Insurance Company and subsidiaries (the "Company"). There can be no
assurance that future developments will be in accordance with management's
expectations or that the effect of future developments on the Company will be
those anticipated by management. Actual results could differ materially from
those expected by the Company, depending on the outcome of certain factors,
including those described in the forward-looking statements.
Certain reclassifications have been made to prior year financial information to
conform to the current year presentation.
INDEX
Consolidated Results of Operations: Employee Benefits 10
Operating Summary 8 Guaranteed Investment Contracts 11
Annuity 9 Accounting Standards 11
Individual Life Insurance 10
CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY
OPERATING SUMMARY FIRST QUARTER ENDED
MARCH 31,
----------------------------
1998 1997
----------------------------
REVENUES $ 915 $ 651
EXPENSES 832 588
------ ------
NET INCOME $ 83 $ 63
------ ------
------ ------
The Company's insurance business operates in three principal segments: Annuity,
Individual Life Insurance, and Employee Benefits as well as a Guaranteed
Investments Contracts segment, which is primarily comprised of business written
prior to 1995. The Company also maintains a Corporate operation through which
it reports items that are not directly allocable to any of its business
segments.
The Annuity segment focuses on the savings and retirement needs of the growing
number of individuals who are preparing for retirement or have already retired.
This segment consists of two areas of operation: Individual Annuity and Group
Annuity. The variety of products sold within this segment reflects the diverse
nature of the market. These include, in the Individual Annuity area, individual
variable annuities, fixed market value adjusted ("MVA") annuities, and mutual
funds; and in the Group Annuity area, deferred compensation and retirement plan
services for municipal governments and corporations, structured settlement
contracts and other special purpose annuity contracts, and investment management
contracts. The Individual Life Insurance segment, which focuses on the high end
<PAGE>
estate and business planning markets, sells a variety of life insurance
products, including variable life and universal life insurance. The Employee
Benefits segment consists of two areas of operation: Group Insurance and
Specialty Insurance. Through Group Insurance, the Company offers products such
as group life insurance, group short- and long-term disability and accidental
death and dismemberment. Substantially all of the Group Insurance business
directly written by the Company is ceded to its direct parent, Hartford Life and
Accident Insurance Company. Specialty Insurance primarily consists of the
Company's corporate owned life insurance ("COLI") business. The Guaranteed
Investment Contracts segment consists of guaranteed rate contract ("GRC")
business that is supported by assets held in either the Company's general
account or a guaranteed separate account and includes a closed block of
guaranteed rate contracts ("Closed Book GRC"). The Company decided in 1995,
after a thorough review of its GRC business, that it would significantly de-
emphasize general account GRC, choosing to focus its distribution efforts on
other products sold through other divisions. Management expects no material
income or loss from the Guaranteed Investment Contracts segment in the future.
Revenues increased $264, or 41%, to $915 for the first quarter of 1998 from
$651 for the comparable period in 1997. This was partially due to COLI revenues
which increased $161 due to renewal premium on leveraged COLI and increased fees
associated with variable COLI sales. Excluding COLI, revenues increased $103, or
22%, over the first quarter of 1997. This increase was driven by the Annuity
segment whose revenues increased $101, or 36%, for the first quarter of 1998 as
compared to the first quarter of 1997. This increase was due to higher fee
income earned on growing annuity account values where the average account value
grew $18.9 billion, or 37%, to $70.6 billion at March 31, 1998 from $51.7
billion at March 31, 1997 due to market appreciation and new sales. Also,
Individual Life Insurance revenues increased $17, or 15%, for the first quarter
of 1998 as compared to the first quarter of 1997 due to increased cost of
insurance charges and other fee income on the Company's growing block of
variable life business. Partially offsetting the increases discussed above was
a $20 decline in revenues related to Closed Book GRC.
Expenses increased $244, or 41%, to $832 for the first quarter of 1998 from $588
for the comparable period in 1997. The increase was partially driven by COLI,
whose expenses increased $160 as a result of increased operating expenses
associated with significant renewal premium and variable COLI sales for the
quarter ended March 31, 1998. Excluding COLI, expenses increased $84, or 20%,
over the first quarter of 1997. Annuity expenses grew $81 primarily due to
higher amortization of deferred policy acquisition costs and operating expenses.
Individual Life Insurance expenses increased $15 primarily due to higher
benefits, claims, and claim adjustment expenses, which is consistent with the
growth in this blocks of business. Partially offsetting the increases discussed
above was a $20 decline in expenses related to Closed Book GRC.
Net income increased $20, or 32%, to $83 for the first quarter of 1998 from $63
for the first quarter of 1997 primarily due to growth in the Annuity and the
Individual Life Insurance segments. Annuity earnings increased $20, or 47%, due
to increasing account values resulting from significant stock market
appreciation and new sales, particularly in Individual Annuity. Individual
Life Insurance earnings increased $2, or 18%, as a result of strong sales and
growing account values. Guaranteed Investment Contracts had no net income in
the first quarter of 1998 or 1997, consistent with management's expectations.
SEGMENT RESULTS
The Company's reporting segments, which reflect the management structure of the
Company, consist of Annuity, Individual Life Insurance, Employee Benefits,
Guaranteed Investment Contracts and a Corporate Operation.
Below is a summary of net income by segment.
FIRST QUARTER ENDED
MARCH 31,
-------------------------
1998 1997
-------------------------
ANNUITY $ 63 $ 43
INDIVIDUAL LIFE INSURANCE 13 11
EMPLOYEE BENEFITS 6 6
GUARANTEED INVESTMENT CONTRACTS -- --
CORPORATE OPERATION 1 3
---------- ----------
NET INCOME $ 83 $ 63
---------- ----------
---------- ----------
The sections that follow analyze each segment's results.
<PAGE>
ANNUITY
FIRST QUARTER ENDED
MARCH 31,
-------------------------
1998 1997
-------------------------
REVENUES $ 381 $ 280
EXPENSES 318 237
------- -------
NET INCOME $ 63 $ 43
------- -------
------- -------
Revenues increased $101, or 36%, to $381 as of March 31, 1998 from $280 as of
March 31, 1997. Individual Annuity revenues increased $90, or 50%, over the
first quarter of 1997 primarily due to higher fee income earned on growth in
individual variable annuity account values. Average individual variable annuity
account values grew $16.9 billion, or 51%, to $50.2 billion as of March 31, 1998
from $33.3 billion as of March 31, 1997. This growth was the result of
significant market appreciation as well as strong sales of $2.4 billion in the
first quarter of 1998. Also, Group Annuity revenues increased $11, or 11%, as
of March 31, 1998 as compared to March 31, 1997 due to higher net investment
income resulting from growth in assets under management. Group Annuity average
account values grew $2.0 billion, or 22%, to $11.1 billion as March 31, 1998
from $9.1 billion as of March 31, 1997 due to market appreciation and new
deposits.
Expenses increased $81, or 34%, to $318 as of March 31, 1998 from $237 as of
March 31, 1997. Benefits, claims and claim adjustment expenses increased $14
primarily due to increased interest credited on Individual Annuity general
account values, which increased $1.3 billion, or 43%, to $4.2 billion at March
31, 1998 from $2.9 billion at March 31, 1997. Amortization of DPAC increased
$20 as prior and current year sales remained strong. Also, other business
expenses increased $37 as a result of the growth in this segment. However,
operating expenses as a percentage of average account value declined from 1997
levels.
Annuity net income increased $20, or 47%, to $63 as of March 31, 1998 from $43
as of March 31, 1997 as a result of growing average account values discussed
above and operating expense efficiencies.
INDIVIDUAL LIFE INSURANCE
FIRST QUARTER ENDED
MARCH 31,
------------------------
1998 1997
------------------------
REVENUES $ 128 $ 111
EXPENSES 115 100
------- -------
NET INCOME $ 13 $ 11
------- -------
------- -------
Revenues increased $17, or 15%, to $128 as of March 31, 1998 from $111 as of
March 31, 1997. This increase was primarily due to higher cost of insurance
charges and other fee income earned on the Company's growing block of variable
life insurance. Variable life average account values increased $540, or 84%, to
$1.2 billion as of March 31, 1998 from $640 as of March 31, 1997 due to market
appreciation and strong sales. Variable life product sales constituted 75%, or
$24, of total Individual Life Insurance new sales in the first quarter of 1998,
an increased of $9, or 60%, compared to the same period in 1997.
Expenses increased $15, or 15%, to $115 as of March 31, 1998 from $100 as of
March 31, 1997. This increase was primarily the result of higher benefits,
claims, and claim adjustment expenses of $20 due to the growth in this segment
as well as increased mortality experience in the first quarter of 1998. Net
income increased $2, or 18%, to $13 as of March 31, 1998 from $11 as of March
31, 1997.
EMPLOYEE BENEFITS
FIRST QUARTER ENDED
MARCH 31,
------------------------
1998 1997
------------------------
REVENUES $ 348 $ 179
EXPENSES 342 173
------- -------
NET INCOME $ 6 $ 6
------- -------
------- -------
Revenues increased $169, or 94%, to $348 as of March 31, 1998 from $179 as of
March 31, 1997. This was primarily due to COLI whose revenues increased $161,
or 90%, for the first quarter of 1998 as compared to the first quarter of 1997.
This increase was due to $80 of renewal premium on leveraged COLI as well as
increase in fee income of $78 related to new sales of variable COLI.
<PAGE>
Expenses increased $169, or 98%, to $342 as of March 31, 1998 from $173 as of
March 31, 1997. COLI expenses increased $160 primarily due to higher expenses
associated with the first quarter 1998 increased variable COLI sales and
leveraged COLI renewal premium. Net income was consistent with the prior year
results.
GUARANTEED INVESTMENT CONTRACTS
FIRST QUARTER ENDED
MARCH 31,
------------------------
1998 1997
------------------------
REVENUES $ 52 $ 72
EXPENSES 52 72
------- -------
NET INCOME $ -- $ --
------- -------
------- -------
This segment reported no net income for the first quarter of 1998 and 1997
consistent with management's expectations that net income (loss) from Closed
Book GRC in the years subsequent to 1996 will be immaterial based on the
Company's current projections for the performance of the assets and liabilities
associated with Closed Book GRC. However, no assurance can be given that, under
certain unanticipated economic circumstances which result in the Company's
assumptions being proven inaccurate, further losses in respect of Closed Book
GRC will not occur in the future.
ACCOUNTING STANDARDS
For a discussion of accounting standards, see Note 1 of Notes to Condensed
Consolidated Financial Statements
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibits Index
(b) Reports on Form 8-K - None
<PAGE>
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of ITT Hartford Life
and Annuity Insurance Company:
We have audited the accompanying statutory balance sheets of ITT Hartford Life
and Annuity Insurance Company (a Connecticut Corporation and wholly owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1997 and 1996, and the related statutory statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1 of notes to statutory financial
statements. When statutory financial statements are presented for purposes other
than for filing with a regulatory agency, generally accepted auditing standards
require that an auditors' report on them state whether they are presented in
conformity with generally accepted accounting principles. The accounting
practices used by the Company vary from generally accepted accounting principles
as explained and quantified in Note 1.
In our opinion, because the differences in accounting practices as described in
Note 1 are material, the statutory financial statements referred to above do not
present fairly, in accordance with generally accepted accounting principles, the
financial position of the Company as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for each of three years in the
period ended December 31, 1997.
However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1996, and the results of operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with statutory accounting practices as described in Note 1.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
January 27, 1998
<PAGE>
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
($000)
<S> <C> <C> <C>
Revenues
Premiums and annuity considerations............. $ 296,645 $ 250,244 $ 165,792
Annuity and other fund deposits................. 1,981,246 1,897,347 1,087,661
Net investment income........................... 102,285 98,441 78,787
Commissions and expense allowances on
reinsurance ceded.............................. 396,921 370,637 183,380
Reserve adjustment on reinsurance ceded......... 3,672,076 3,864,395 1,879,785
Other revenues.................................. 288,632 161,906 140,796
---------- ---------- ----------
Total Revenues................................ 6,737,805 6,642,970 3,536,201
---------- ---------- ----------
Benefits and Expenses
Death and annuity benefits...................... 66,013 60,111 53,029
Surrenders and other benefit payments........... 461,733 276,720 221,392
Commissions and other expenses.................. 564,240 491,720 236,202
Increase in aggregate reserves for future
benefits....................................... 33,213 27,351 94,253
Increase in liability for premium and other
deposit funds.................................. 640,006 207,156 460,124
Net transfers to Separate Accounts.............. 4,914,980 5,492,964 2,414,669
---------- ---------- ----------
Total Benefits and Expenses................... 6,680,185 6,556,022 3,479,669
---------- ---------- ----------
Net Gain from Operations Before Federal Income
Taxes............................................ 57,620 86,948 56,532
Federal income tax (benefit) expense............ (14,878) 19,360 14,048
---------- ---------- ----------
Net Gain from Operations.......................... 72,498 67,588 42,484
Net realized capital gains, after tax........... 1,544 407 374
---------- ---------- ----------
Net Income........................................ $ 74,042 $ 67,995 $ 42,858
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statutory financial
statements.
<PAGE>
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------
1997 1996
----------- -----------
($000)
<S> <C> <C>
Assets
Bonds........................................... $ 1,501,311 $ 1,268,480
Common stocks................................... 64,408 44,996
Mortgage loans.................................. 85,103 0
Policy loans.................................... 36,533 28,853
Cash and short-term investments................. 309,432 176,830
Other invested assets........................... 20,942 2,858
----------- -----------
Total cash and invested assets................ 2,017,729 1,522,017
----------- -----------
Investment income due and accrued............... 15,878 14,555
Premium balances receivable..................... 389 373
Receivables from affiliates..................... 1,269 257
Other assets.................................... 22,788 19,099
Separate Account assets......................... 23,208,728 14,619,324
----------- -----------
Total Assets.................................. $25,266,781 $16,175,625
----------- -----------
----------- -----------
Liabilities
Aggregate reserves for future benefits.......... $ 605,183 $ 571,970
Policy and contract claims...................... 5,672 6,806
Liability for premium and other deposit funds... 1,795,149 1,155,143
Asset valuation reserve......................... 13,670 7,442
Payable to affiliates........................... 20,972 10,022
Other liabilities............................... (754,393) (498,195)
Separate Account liabilities.................... 23,208,728 14,619,324
----------- -----------
Total liabilities............................. 24,894,981 15,872,512
----------- -----------
Capital and Surplus
Common stock.................................... 2,500 2,500
Gross paid-in and contributed surplus........... 226,043 226,043
Unassigned funds................................ 143,257 74,570
----------- -----------
Total capital and surplus..................... 371,800 303,113
----------- -----------
Total liabilities, capital and surplus.......... $25,266,781 $16,175,625
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these statutory financial
statements.
<PAGE>
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
--------- --------- ---------
($000)
<S> <C> <C> <C>
Capital and surplus -- beginning of year $ 303,113 $ 238,334 $ 91,285
--------- --------- ---------
Net income...................................... 74,042 67,995 42,858
Change in net unrealized capital gains (losses)
on common stocks and other invested assets..... 2,186 (5,171) 1,709
Change in asset valuation reserve............... (6,228) 568 (5,588)
Change in non-admitted assets................... (1,313) 1,387 (1,944)
Aggregate write-ins for surplus (See Note 3).... 0 0 8,080
Dividends to shareholder........................ 0 0 (10,000)
Paid-in surplus................................. 0 0 111,934
--------- --------- ---------
Change in capital and surplus................... 68,687 64,779 147,049
--------- --------- ---------
Capital and surplus -- end of year.............. $ 371,800 $ 303,113 $ 238,334
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statutory financial
statements.
<PAGE>
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
($000)
<S> <C> <C> <C>
Operations
Premiums, annuity considerations and fund
deposits....................................... $ 2,277,874 $ 2,147,627 $ 1,253,511
Investment income............................... 101,991 106,178 78,328
Other income.................................... 4,381,718 4,396,892 2,253,466
----------- ----------- -----------
Total income.................................. 6,761,583 6,650,697 3,585,305
----------- ----------- -----------
Benefits Paid................................... 529,733 338,998 277,965
Federal income taxes (received) paid on
operations..................................... (14,499) 28,857 208,423
Other expenses.................................. 5,754,725 6,254,139 2,664,385
----------- ----------- -----------
Total benefits and expenses..................... 6,269,959 6,621,994 3,150,773
----------- ----------- -----------
Net cash from operations........................ 491,624 28,703 434,532
----------- ----------- -----------
Proceeds from Investments
Bonds........................................... 614,413 871,019 287,941
Common stocks................................... 11,481 72,100 52
Other........................................... 152 10 28
----------- ----------- -----------
Net investment proceeds....................... 626,046 943,129 288,021
----------- ----------- -----------
Taxes Paid on Capital Gains....................... 0 936 226
Paid-In Surplus................................... 0 0 111,934
Other Cash Provided............................. 0 41,998 28,199
----------- ----------- -----------
Total Proceeds................................ 1,117,670 1,012,894 862,460
----------- ----------- -----------
Cost of Investments Acquired
Bonds........................................... 848,267 914,523 720,521
Common stocks................................... 28,302 82,495 35,794
Mortgage loans.................................. 85,103 0 0
Miscellaneous applications...................... 18,548 130 2,146
----------- ----------- -----------
Total Investments Acquired.................... 980,220 997,148 758,461
----------- ----------- -----------
Other Cash Applied
Dividends paid to stockholders.................. 0 0 10,000
Other........................................... 4,848 12,220 5,007
----------- ----------- -----------
Total other cash applied...................... 4,848 12,220 15,007
----------- ----------- -----------
Total applications.......................... 985,068 1,009,368 773,468
----------- ----------- -----------
Net Change in Cash and Short-Term Investments..... 132,602 3,526 88,992
Cash and Short-Term Investments, Beginning of
Year........................................... 176,830 173,304 84,312
----------- ----------- -----------
Cash and Short-Term Investments, End of Year.... $ 309,432 $ 176,830 $ 173,304
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statutory financial
statements.
<PAGE>
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
ITT Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Life Insurance Corporation, is a wholly owned subsidiary
of Hartford Life Insurance Company ("HLIC"), which is an indirect subsidiary of
Hartford Life, Inc. ("HLI"), which is majority owned by The Hartford Financial
Services Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, HLI filed a registration statement,
as amended, with the Securities and Exchange Commission relating to the initial
public offering of HLI Class A Common Stock (the "Offering"). Pursuant to the
Offering on May 22, 1997, HLI sold to the public 26 million shares, representing
18.6% of the equity ownership of HLI. On December 19, 1995, ITT Corporation
distributed all the outstanding shares of The Hartford to ITT shareholders of
record in an action known herein as the "Distribution". As a result of the
Distribution, The Hartford became an independent, publicly traded company.
During 1996, ILA re-domesticated from the State of Wisconsin to the State of
Connecticut.
ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.
BASIS OF PRESENTATION
The accompanying ILA statutory financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC") and the State of
Connecticut Department of Insurance.
The preparation of financial statements in conformity with statutory
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. The most significant estimates are
for determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.
Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:
(1) treatment of policy acquisition costs (commissions, underwriting and selling
expenses, premium taxes, etc.) which are charged to expense when incurred
for statutory purposes rather than on a pro-rata basis over the expected
life of the policy;
(2) recognition of premium revenues, which for statutory purposes are generally
recorded as collected or when due during the premium paying period of the
contract and which for GAAP purposes, for universal life policies and
investment products, generally, are only recorded for policy charges for the
cost of insurance, policy administration and surrender charges assessed to
policy account balances. Also, for GAAP purposes, premiums for traditional
life insurance policies are recognized as revenues when they are due from
policyholders and the retrospective deposit method is used in accounting for
universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit. The
prospective deposit method is used for GAAP purposes where investment
margins are the primary source of profit;
(3) development of liabilities for future policy benefits, which for statutory
purposes predominantly use interest rate and mortality assumptions
prescribed by the NAIC which may vary considerably from interest and
mortality assumptions used for GAAP financial reporting;
(4) providing for income taxes based on current taxable income (tax return) only
for statutory purposes, rather than establishing additional assets or
liabilities for deferred Federal income taxes to recognize the tax effect
related to reporting revenues and expenses in different periods for
financial reporting and tax return purposes;
(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
due agents' balances and furniture and equipment) from the balance sheet for
statutory purposes by directly charging surplus;
(6) establishing accruals for post-retirement and post-employment health care
benefits on an option basis, using a twenty year phase-in approach, whereas
GAAP liabilities are recorded upon adoption of the applicable standard;
<PAGE>
- --------------------------------------------------------------------------------
(7) establishing a formula reserve for realized and unrealized losses due to
default and equity risk associated with certain invested assets (Asset
Valuation Reserve); as well as the deferral and amortization of realized
gains and losses, motivated by changes in interest rates during the period
the asset is held, into income over the remaining life to maturity of the
asset sold (Interest Maintenance Reserve); whereas on a GAAP basis, no such
formula reserve is required and realized gains and losses are recognized in
the period the asset is sold;
(8) the reporting of reserves and benefits net of reinsurance ceded, where risk
transfer has taken place; whereas on a GAAP basis, reserves are reported
gross of reinsurance with reserve credits presented as recoverable assets;
(9) the reporting of fixed maturities at amortized cost, whereas GAAP requires
that fixed maturities be classified as "held-to-maturity",
"available-for-sale" or "trading", based on the Company's intentions with
respect to the ultimate disposition of the security and its ability to
affect those intentions. The Company's bonds were classified on a GAAP basis
as "available-for-sale" and accordingly, those investments and common stocks
were reflected at fair value with the corresponding impact included as a
component of Stockholder's Equity designated as "Net unrealized capital
gains (losses) on securities net of tax". For statutory reporting purposes,
Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
Invested Assets includes the change in unrealized gains (losses) on common
stock reported at fair value; and
(10) separate account liabilities are valued on the Commissioner's Annuity
Reserve Valuation Method ("CARVM"), with the surplus generated recorded as a
liability to the general account (and a contra liability on the balance
sheet of the general account), whereas GAAP liabilities are valued at
account value.
As of and for the years ended December 31, 1997, 1996 and 1995, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ---------- ----------
<S> <C> <C> <C>
GAAP Net Income............... $ 58,050 $ 41,202 $ 38,821
Amortization and
deferral of policy
acquisition costs............ (345,658) (341,572) (174,341)
Change in unearned revenue
reserve...................... 4,641 55,504 32,300
Deferred taxes................ 47,113 2,090 2,801
Separate accounts............. 282,818 306,978 146,635
Other, net.................... 27,078 3,793 (3,358)
------------ ---------- ----------
Statutory Net Income.......... $ 74,042 $ 67,995 $ 42,858
------------ ---------- ----------
------------ ---------- ----------
<CAPTION>
1997 1996 1995
------------ ---------- ----------
<S> <C> <C> <C>
GAAP Capital and
Surplus...................... $ 570,469 $ 503,887 $ 455,541
Deferred policy acquisition
costs........................ (1,283,771) (938,114) (596,542)
Unearned revenue reserve...... 134,789 130,148 74,644
Deferred taxes................ 64,522 12,823 1,493
Separate accounts............. 923,040 640,101 333,123
Asset valuation reserve....... (13,670) (7,442) (8,010)
Unrealized gains (losses) on
bonds........................ 13,943 5,112 (1,696)
Adjustment relating to Lyndon
contribution (see Note 3).... (41,277) (41,277) (41,277)
Other, net.................... 3,755 (2,125) 21,058
------------ ---------- ----------
Statutory Capital and
Surplus...................... $ 371,800 $ 303,113 $ 238,334
------------ ---------- ----------
------------ ---------- ----------
</TABLE>
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS
Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
CARVM. Accident and health reserves are established using a two year preliminary
term method and morbidity tables based on Company experience.
ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Premiums, benefits
and expenses of these contracts are reported in the Statutory Statements of
Income.
INVESTMENTS
Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO") are carried at the appropriate SVO published value. When a permanent
reduction in the value of publicly traded securities occurs, the decrease is
reported as a realized loss and the carrying value is adjusted accordingly.
Common stocks are carried at fair value with the current year change in the
difference from cost reflected in surplus. Other invested assets are generally
recorded at fair value.
The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The reserve increased by $6,228 in 1997,
decreased by $568 in 1996 and increased by $5,588 in 1995. Additionally, the
Interest Maintenance Reserve
<PAGE>
- --------------------------------------------------------------------------------
("IMR") captures net realized capital gains and losses, net of applicable income
taxes, resulting from changes in interest rates and amortizes these gains or
losses into income over the remaining life of the mortgage loan or bond sold.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the Statutory Statements of Income. Realized investment gains and losses are
determined on a specific identification basis. The amount of net capital losses
reclassified from the IMR was $719 in 1997 and the amount of net capital gains
reclassified was $1,413 and $39 in 1996 and 1995, respectively. The amount of
income amortized was $85, $392 and $256 in 1997, 1996 and 1995, respectively.
OTHER LIABILITIES
The amount reflected in other liabilities includes a receivable from the
separate accounts of $923 million and $640 million as of December 31, 1997 and
1996, respectively. The balances are classified in accordance with NAIC
accounting practices.
MORTGAGE LOANS
Mortgage loans, carried at cost, which approximates fair value, include
investments in assets backed by mortgage loan pools.
2. INVESTMENTS:
(A) COMPONENTS OF NET INVESTMENT INCOME
<TABLE>
<CAPTION>
1997 1996 1995
-------- ------- --------
<S> <C> <C> <C>
Interest income from bonds and
short-term investments....... $100,475 $89,940 $ 76,100
Interest income from policy
loans........................ 1,958 1,846 1,504
Interest and dividends from
other investments............ 1,005 7,864 2,288
-------- ------- --------
Gross investment income....... 103,438 99,650 79,892
Less: investment expenses..... 1,153 1,209 1,105
-------- ------- --------
Net investment income......... $102,285 $98,441 $ 78,787
-------- ------- --------
-------- ------- --------
</TABLE>
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
<TABLE>
<CAPTION>
1997 1996 1995
-------- ------- --------
<S> <C> <C> <C>
Gross unrealized capital gains at
end of year........................ $ 537 $ 713 $ 1,724
Gross unrealized capital losses at
end of year........................ (1,820) (4,160) 0
-------- ------- --------
Net unrealized capital (losses)
gains.............................. (1,283) (3,447) 1,724
Balance at beginning of year........ (3,447) 1,724 15
-------- ------- --------
Change in net unrealized capital
gains (losses) on common stocks.... $ 2,164 $(5,171) $ 1,709
-------- ------- --------
-------- ------- --------
</TABLE>
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
INVESTMENTS
<TABLE>
<CAPTION>
1997 1996 1995
------- -------- --------
<S> <C> <C> <C>
Gross unrealized capital gains at
end of year........................ $23,357 $ 11,821 $ 22,251
Gross unrealized capital losses at
end of year........................ (1,906) (3,842) (1,374)
------- -------- --------
Net unrealized capital gains........ 21,451 7,979 20,877
Balance at beginning of year........ 7,979 20,877 33,732
------- -------- --------
Change in net unrealized capital
gains (losses) on bonds and
short-term investments............. $13,472 $(12,898) $ 54,609
------- -------- --------
------- -------- --------
</TABLE>
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- ------
<S> <C> <C> <C>
Bonds and short-term investments......... $ (120) $ 2,756 $ 56
Common stocks............................ 0 0 52
Real estate and other.................... 114 0 0
------- ------- ------
Realized capital (losses) gains.......... (6) 2,756 208
Capital gains (benefit) tax.............. (831) 936 (205)
------- ------- ------
Net realized capital gains, after tax.... 825 1,820 413
Less: IMR capital (losses) gains......... (719) 1,413 39
------- ------- ------
Net realized capital gains............... $ 1,544 $ 407 $ 374
------- ------- ------
------- ------- ------
</TABLE>
(E) OFF-BALANCE SHEET INVESTMENTS
The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1997 and 1996.
(F) CONCENTRATION OF CREDIT RISK
Excluding U.S. government and government agency investments, the Company is
not exposed to any significant concentration of credit risk.
<PAGE>
- --------------------------------------------------------------------------------
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
1997 COST GAINS LOSSES VALUE
- --------------------------------------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and
authorities:
Guaranteed and sponsored................... $ 11,114 $ 55 $ (51) $ 11,118
Guaranteed and sponsored -- asset-backed... 55,506 1,056 (269) 56,293
States, municipalities and political
subdivisions................................ 26,404 329 0 26,733
International governments.................... 7,609 500 0 8,109
Public utilities............................. 73,024 754 (132) 73,646
All other corporate.......................... 517,715 14,110 (704) 531,121
All other corporate -- asset-backed.......... 630,069 5,005 (739) 634,335
Short-term investments....................... 277,330 33 (8) 277,355
Certificates of deposit...................... 93,770 1,515 (3) 95,282
Parents, subsidiaries and affiliates......... 86,100 0 0 86,100
----------- ---------- ---------- -----------
Total bonds and short-term investments....... $ 1,778,641 $23,357 $(1,906) $ 1,800,092
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED FAIR
1997 COST GAINS LOSSES VALUE
- --------------------------------------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................. $ 30,307 $ 537 $ 0 $ 30,844
Common stock -- affiliated................... 35,384 0 (1,820) 33,564
----------- ---------- ---------- -----------
Total common stocks.......................... $ 65,691 $ 537 $(1,820) $ 64,408
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
1997 COST GAINS LOSSES VALUE
- --------------------------------------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and
authorities:
Guaranteed and sponsored................... $ 58,761 $ 6 $ (195) $ 58,572
Guaranteed and sponsored -- asset-backed... 78,237 1,477 (609) 79,105
States, municipalities and political
subdivisions................................ 25,958 163 (2) 26,119
International governments.................... 7,447 205 0 7,652
Public utilities............................. 70,116 396 (424) 70,088
All other corporate.......................... 410,530 6,357 (1,355) 415,532
All other corporate -- asset-backed.......... 485,953 2,654 (1,081) 487,526
Short-term investments....................... 148,094 0 (66) 148,028
Certificates of deposit...................... 83,378 563 (110) 83,831
Parents, subsidiaries and affiliates......... 48,100 0 0 48,100
----------- ---------- ---------- -----------
Total bonds and short-term investments....... $ 1,416,574 $11,821 $(3,842) $ 1,424,553
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED FAIR
1997 COST GAINS LOSSES VALUE
- --------------------------------------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................. $ 13,064 $ 713 $ 0 $ 13,777
Common stock -- affiliated................... 35,379 0 (4,160) 31,219
----------- ---------- ---------- -----------
Total common stocks.......................... $ 48,443 $ 713 $(4,160) $ 44,996
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>
The amortized cost and estimated fair value of bonds and short-term
investments at December 31, 1997 by management's anticipated maturity are shown
below. Asset-backed securities are distributed to maturity year based on ILA's
estimate of the rate of future prepayments of principal
<PAGE>
- --------------------------------------------------------------------------------
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
MATURITY COST FAIR VALUE
- --------------------------------------------- ---------- -----------
<S> <C> <C>
Due in one year or less...................... $ 424,518 $ 696,203
Due after one year through five years........ 586,980 708,365
Due after five years through ten years....... 451,963 295,896
Due after ten years.......................... 315,180 99,628
---------- -----------
Total...................................... $1,778,641 $ 1,800,092
---------- -----------
---------- -----------
</TABLE>
Proceeds from sales of investments in bonds and short-term investments
during 1997, 1996 and 1995 were $367,626, $668,078 and $313,961, respectively,
resulting in gross realized gains of $964, $3,675 and $1,419, respectively, and
gross realized losses of $1,084, $919 and $1,263, respectively, before transfers
to IMR. The Company had realized gains of $52 during 1995 from a capital gain
distribution.
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS
BALANCE SHEET ITEMS (IN MILLIONS):
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
<S> <C> <C> <C> <C>
ASSETS
Bonds and short-term investments........... $1,778 $ 1,800 $1,417 $ 1,425
Common stocks.............................. 64 64 45 45
Policy loans............................... 37 37 29 29
Mortgage loans............................. 85 85 0 0
Other invested assets...................... 21 21 3 3
LIABILITIES
Liabilities on investment contracts........ $1,911 $ 1,835 $1,245 $ 1,191
</TABLE>
The carrying amounts for policy loans approximates fair value. The fair
value of liabilities on investment contracts are determined by forecasting
future cash flows and discounting the forecasted cash flows at current market
rates.
3. RELATED PARTY TRANSACTIONS:
Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends. The Company has also invested in bonds
of its subsidiaries, Hartford Financial Services Corporation and HL Investment
Advisors, Inc., and common stock of its subsidiary, ITT Hartford Life, LTD.
On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA. As a result, ILA received approximately $365 million in bonds and
short-term investments, common stocks and cash, $28 million in policy reserves,
$187 million of current tax liability, $26 million in IMR, $8 million in AVR
(offset by an aggregate write-in to surplus), and $4 million of other
liabilities. The assets in excess of liabilities of $112 million were recorded
as an increase to paid-in surplus.
For additional information, see Note 5.
4. FEDERAL INCOME TAXES:
The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will 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.
As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of HLI, the Company will be included for Federal
income tax purposes in the consolidated group of which The Hartford is the
common parent. It is the current intention of The Hartford and its subsidiaries
to continue to file a single consolidated Federal income tax return. The Company
will continue to remit (receive from) The Hartford a current income tax
provision (benefit) computed in accordance with such tax sharing agreement.
Federal income taxes (received) paid by the Company were $(14,499), $29,792 and
$215,921 in 1997, 1996 and 1995, respectively. The effective tax rate was (26)%,
22% and 25% in 1997, 1996 and 1995, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax (benefit) expense (in millions).
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Tax provision at U.S. Federal statutory
rate........................................ $ 20 $ 30 $ 20
Tax deferred acquisition costs............... 25 27 8
Statutory to tax reserve differences......... 1 0 3
Unrealized gain on separate accounts......... (44) (21) (13)
Investments and other........................ (17) (17) (4)
----- ----- -----
Federal income tax (benefit) expense......... $ (15) $ 19 $ 14
----- ----- -----
----- ----- -----
</TABLE>
5. CAPITAL AND SURPLUS AND SHAREHOLDER
DIVIDEND RESTRICTIONS:
The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as determined by
the Board of Directors and are not cumulative. No dividends were paid in 1997 or
1996. ILA paid dividends of $10 million to its parent, HLIC, in 1995. As a
result of the Distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
<PAGE>
- --------------------------------------------------------------------------------
exceeded liabilities at the contribution date ($112 million) was included in
paid-in surplus.
6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:
The Company's employees are included in The Hartford's non-contributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of HLIC's group pension contracts. Pension expense was
$265, $358, and $1,034 in 1997, 1996 and 1995, respectively. Liabilities for the
plan are held by The Hartford.
The Company also participates in The Hartford's Investment and Savings Plan,
which includes a deferred compensation option under IRC section 401(k) and an
ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of The Hartford. The cost to ILA was not
material in 1997, 1996 and 1995.
The Company's employees are included in The Hartford's contributory defined
health care and life insurance benefit plans. These plans provide health care
and life insurance benefits for retired employees. Substantially all employees
may become eligible for those benefits if they reach normal or early retirement
age while still working for the Company. The Company has prefunded a portion of
the health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Amounts allocated by
The Hartford for post-retirement health care and life insurance benefits expense
(not including provisions for accrual of post-retirement benefit obligations)
are immaterial. The assumed rate of future increases in the per capita cost of
health care (the health care trend rate) was 8.5% for 1997, decreasing ratably
to 6% in the year 2001. Increasing the health care trend rates by one percent
per year would have an immaterial impact on the accumulated post-retirement
benefit obligation and the annual expense. The cost to ILA was not material in
1997, 1996 and 1995.
Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long-term disability. Post-employment
benefit expense was not material in 1997, 1996 and 1995.
7. REINSURANCE:
The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.
Life insurance net retained premiums were comprised of the following:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Direct premiums................... $266,427 $226,612 $159,918
Premiums assumed.................. 51,630 33,817 13,299
Premiums ceded.................... (21,412) (10,185) (7,425)
-------- -------- --------
Premiums and annuity
considerations................... $296,645 $250,244 $165,792
-------- -------- --------
-------- -------- --------
</TABLE>
The Company cedes to RGA Reinsurance Company, on a modified coinsurance
basis, 80% of the variable annuity business written since 1994.
8. SEPARATE ACCOUNTS:
The Company maintains separate account assets and liabilities totaling $23.2
billion and $14.6 billion at December 31, 1997 and 1996, respectively. Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with CARVM, which approximates the market value less
applicable surrender charges. Separate account assets are segregated from other
investments, the policyholder assumes the investment risk, and the investment
income and gains and losses accrue directly to the policyholder. Separate
account management fees, net of minimum guarantees, were $252 million, $144
million and $72 million in 1997, 1996 and 1995, respectively, and are recorded
as a component of other revenues on the Statutory Statements of Income.
9. COMMITMENTS AND CONTINGENCIES:
As of December 31, 1997 and 1996, the Company had no material contingent
liabilities, nor had the Company committed any surplus funds for any contingent
liabilities or arrangements. The Company is involved in various legal actions
which have arisen in the normal course of its business. In the opinion of
management, the ultimate liability with respect to such lawsuits as well as
other contingencies is not considered to be material in relation to the results
of operations and financial position of the Company.
Under insurance guaranty laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the Company in certain states. ILA paid guaranty
fund assessments of $1,544, $1,262 and $1,684 in 1997, 1996 and 1995,
respectively. ILA incurred guaranteed fund expense of $548 in 1997 and 1996 and
$0 in 1995.
<PAGE>
PART C
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) All financial statements are included in Part A and Part B of the
Registration Statement.
(b) (1) Resolution of the board of directors of Hartford Life and Annuity
Insurance Company ("Hartford") authorizing the establishment of
the Separate Account.(1)
(2) Not applicable.
(3) (a) Principal Underwriter Agreement.(2)
(b) Form of Dealer Agreement.(2)
(4) Form of Individual Flexible Premium Variable Annuity
Contract.(1)
(5) Form of Application.(1)
(6) (a) Certificate of Incorporation of Hartford.(3)
(b) Bylaws of Hartford.(2)
(7) Not applicable.
(8) Not applicable.
(9) Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.
(10) Consent of Arthur Andersen LLP, Independent Public Accountants
- ------------------------------
(1) Incorporated by reference to Post-Effective Amendment No. 2, to the
Registration Statement File No. 33-80732, dated May 1, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 3, to the
Registration Statement File No. 33-80732, dated May 1, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 5, to the
Registration Statement File No. 33-80732, dated May 1, 1997.
<PAGE>
-2-
(11) No financial statements are omitted.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Copy of Power of Attorney.
(16) Organizational Chart.(3)
Item 25. Directors and Officers of the Depositor
NAME, AGE POSITION WITH HARTFORD
Wendell J. Bossen Vice President
Gregory A. Boyko Vice President and Controller
Peter W. Cummins Vice President
Ann M. de Raismes Vice President
James R. Dooley Vice President
Timothy M. Fitch Vice President and Actuary
Bruce D. Gardner Director*
Joseph H. Gareau Executive Vice President and Chief Investment
Officer, Director*
Donald J. Gillette Vice President
Lynda Godkin General Counsel, and Corporate Secretary
Lois W. Grady Vice President
Robert A. Kerzner Vice President
William B. Malchodi, Jr. Vice President and Director of Taxes
Thomas M. Marra Executive Vice President and Director
Individual Life and Annuity Division, Director*
Steven L. Mattieson Vice President
<PAGE>
-3-
NAME, AGE POSITION WITH HARTFORD
Joseph J. Noto Vice President
Craig D. Raymond Vice President and Chief Actuary
David T. Schrandt Vice President and Treasurer
Lowndes A. Smith President, Chief Executive Officer, Director*
Lizabeth H. Zlatkus Vice President, Director*
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
*Denotes date of election to Board of Directors.
Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant
Filed herewith as Exhibit 16.
Item 27. Number of Contract Owners
As of April 30, 1998, there were 22,428 Contract Owners.
Item 28. Indemnification
Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred
in the proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal proceeding, had no
reason to believe his conduct was unlawful. Conn. Gen. Stat. Section
33-771(a). Additionally, pursuant to Conn. Gen. Stat. Section 33-776,
the Registrant may indemnify officers and employees or agents for
liability incurred and for any expenses to which they becomes subject
by reason of being or having been an employees or officers of the
Registrant. Connecticut law does not prescribe standards for the
indemnification of officers, employees and agents and expressly states
that their indemnification may be broader than the right of
indemnification granted to directors.
<PAGE>
-4-
The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.
Notwithstanding the fact that Connecticut law obligates the Registrant
to indemnify a only a director that was successful on the merits in a
suit, under Article III, Section 1 of the Registrant's bylaws, the
Registrant must indemnify both directors and officers of the
Registrant for (1) any claims and liabilities to which they become
subject by reason of being or having been a directors or officers of
the company and legal and (2) other expenses incurred in defending
against such claims, in each case, to the extent such is consistent
with statutory provisions.
Additionally, the directors and officers of Hartford and Hartford
Securities Distribution Company, Inc. ("HSD") are covered under a
directors and officers liability insurance policy issued to The
Hartford Financial Services Group, Inc. and its subsidiaries. Such
policy will reimburse the Registrant for any payments that it shall
make to directors and officers pursuant to law and will, subject to
certain exclusions contained in the policy, further pay any other
costs, charges and expenses and settlements and judgments arising from
any proceeding involving any director or officer of the Registrant in
his past or present capacity as such, and for which he may be liable,
except as to any liabilities arising from acts that are deemed to be
uninsurable.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 29. Principal Underwriters
(a) HSD acts as principal underwriter for the following investment
companies:
Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two
(DC Variable Account I)
Hartford Life Insurance Company - Separate Account Two
(DC Variable Account II)
<PAGE>
-5-
Hartford Life Insurance Company - Separate Account Two
(QP Variable Account)
Hartford Life Insurance Company - Separate Account Two
(Variable Account "A")
Hartford Life Insurance Company - Separate Account Two
(NQ Variable Account)
Hartford Life Insurance Company - Putnam Capital Manager
Trust Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account One
Hartford Life and Annuity Insurance Company - Putnam Capital
Manager Trust
Separate Account Two
Hartford Life and Annuity Insurance Company - Separate Account Three
Hartford Life and Annuity Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account Six
American Maturity Life Insurance Company - Separate Account AMLVA
(b) Directors and Officers of HSD
Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ------------------------
Lowndes A. Smith President and Chief Executive Officer,
Director
John P. Ginnetti Executive Vice President, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Paul E. Olson Supervising Registered Principal
James Cubanski Assistant Secretary
Stephen T. Joyce Assistant Secretary
Glen J. Kvadus Assistant Secretary
Edward M. Ryan, Jr. Assistant Secretary
Unless otherwise indicated, the principal business address of each the
above individuals is P. O. Box 2999, Hartford, Connecticut 06104-2999.
Item 30. Location of Accounts and Records
All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder are maintained by Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.
<PAGE>
-6-
Item 31. Management Services
All management contracts are discussed in Part A and Part B of this
Registration Statement.
Item 32. Undertakings
(a) The Registrant hereby undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure
that the audited financial statements in the Registration Statement
are never more than 16 months old so long as payments under the
variable annuity contracts may be accepted.
(b) The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space
that an applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written communication
affixed to or included in the Prospectus that the applicant can remove
to send for a Statement of Additional Information.
(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be
made available under this Form promptly upon written or oral request.
(d) Hartford hereby represents that the aggregate fees and charges under
the Contract are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Hartford.
The Registrant is relying on the no-action letter issued by the
Division of Investment Management to American Counsel of Life
Insurance, Ref. No. IP-6-88, November 28, 1988. Registrant has
complied with conditions one through four of the no-action letter.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 6th day
of July, 1998.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT THREE
(Registrant)
*By:/s/ Thomas M. Marra *By:/s/ Marianne O'Doherty
------------------------------ -------------------
Thomas M. Marra, Executive Vice President Marianne O'Doherty
Attorney-in-Fact
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)
*By: /s/ Thomas M. Marra
-----------------------------------
Thomas M. Marra, Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.
Gregory A. Boyko, Senior Vice President,
Chief Financial Officer and Treasurer,
Director*
Lynda Godkin, Senior Vice President, *By: /s/ Marianne O'Doherty
General Counsel, and Corporate Secretary, Marianne O'Doherty
Director* Attorney-in-Fact
Thomas M. Marra, Executive Vice
President, Director* Dated: July 6, 1998
Lowndes A. Smith, President and
Chief Operating Officer, Director*
<PAGE>
EXHIBIT INDEX
(9) Opinion and Consent of Lynda Godkin, General Counsel
(10) Consent of Arthur Andersen LLP, Independent Public Accountants
(15) Copy of Power of Attorney
<PAGE>
[LOGO]
HARTFORD LIFE
July 6, 1998 Lynda Godkin
Senior Vice President, General
Counsel & Secretary
Law Department
Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089
RE: SEPARATE ACCOUNT THREE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
PRE-EFFECTIVE AMENDMENT NO. 1
FILE NO. 333-52707
Dear Sir/Madam:
I have acted as General Counsel to Hartford Life and Annuity Insurance
Company (the "Company"), a Connecticut insurance company, and Hartford Life
and Annuity Insurance Company Separate Account One (the "Account") in
connection with the registration of an indefinite amount of securities in the
form of tax-deferred variable annuity contracts (the "Contracts") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. I have examined such documents (including the Form N-4 Registration
Statement) and reviewed such questions of law as I considered necessary and
appropriate, and on the basis of such examination and review, it is my
opinion that:
1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Connecticut and is
duly authorized by the Insurance Department of the State of Connecticut to
issue the Contracts.
2. The Account is a duly authorized and validly existing separate account
established pursuant to the provisions of Section 38a-433 of the
Connecticut Statutes.
3. To the extent so provided under the Contracts, that portion of the assets
of the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising out
of any other business that the Company may conduct.
<PAGE>
Board of Directors
Hartford Life and Annuity Insurance Company
July 6, 1998
Page 2
4. The Contracts, when issued as contemplated by the Form N-4 Registration
Statement, will constitute legal, validly issued and binding obligations of
the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement for the Contracts and the Account.
Sincerely,
/s/ Lynda Godkin
Lynda Godkin
<PAGE>
EXHIBIT 10
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-52707 for Hartford Life and Annuity
Insuanace Company Separate Account Three on Form N-4.
Arthur Andersen LLP
Hartford, Connecticut
July 7, 1998
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
Gregory A. Boyko
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application for
exemptive relief of the Hartford Life and Annuity Insurance Company under the
Securities Act of 1933 and/or the Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.
/s/ Gregory A. Boyko Dated as of March 16, 1998
- ------------------------------ --------------------------
Gregory A. Boyko
/s/ Lynda Godkin Dated as of March 16, 1998
- ------------------------------ --------------------------
Lynda Godkin
/s/ Thomas M. Marra Dated as of March 16, 1998
- ------------------------------ --------------------------
Thomas M. Marra
/s/ Lowndes A. Smith Dated as of March 16, 1998
- ------------------------------ --------------------------
Lowndes A. Smith
/s/ David M. Znamierowski Dated as of March 16, 1998
- ------------------------------ --------------------------
David M. Znamierowski
