<PAGE>
As filed with the Securities and Exchange Commission on April 13, 1998.
File No. 33-80732
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
---
Post-Effective Amendment No. 5 [X]
---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7 [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) 843-6733
(Depositor's Telephone Number, Including Area Code)
MARIANNE O'DOHERTY, ESQ.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
-----
X on May 1, 1998 pursuant to paragraph (b) of Rule 485
-----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
-----
on May 1, 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)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
-----------------------
<TABLE>
<CAPTION>
N-4 ITEM NO. PROSPECTUS HEADING
- ---------------------------------------- ------------------------------------
<S> <C>
1. Cover Page Cover Page
2. Definitions Glossary of Special Terms
3. Synopsis or Highlights Summary
4. Condensed Financial Information Statement of Additional Information
5. General Description of Registrant, The Contract;
Depositor, and Portfolio Companies The Separate Account;
The Fixed Account;
Hartford Life and Annuity
Insurance Company;
The Portfolios; General Matters
6. Deductions Charges Under the Contract
7. General Description of Operation of the Contract
Annuity Contracts Accumulation Period;
Death Benefit;
The Contract;
The Separate Account;
General Matters
8. Annuity Period Annuity Benefits
9. Death Benefit Death Benefit
10. Purchases and Contract Value Operation of the Contract/
Accumulation Period
11. Redemptions Operation of the Contract/
Accumulation Period
12. Taxes Federal Tax Considerations
13. Legal Proceedings General Matters -- Legal
Proceedings
</TABLE>
<PAGE>
<TABLE>
<S> <C>
14. Table of Contents of the Statement Table of Contents to Statement
of Additional Information of Additional Information
15. Cover Page Part B; Statement of
Additional Information
16. Table of Contents Tables of Contents
17. General Information and None
History
18. Services None
19. Purchase of Securities Distribution of Contracts
being Offered
20. Underwriters Distribution of Contracts
21. Calculation of Performance Calculation of Yield and
Data Return
22. Annuity Payments None
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 Depositor Common Control with the Depositor
or Registrant or Registrant
27. Number of Contract Owners Number of Contract Owners
28. Indemnification Indemnification
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Records Location of Accounts and Records
31. Management Services Management Services
32. Undertakings Undertakings
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY -
SEPARATE ACCOUNT THREE
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owner)
1-800-862-4397 (Account Executive)
- --------------------------------------------------------------------------------
This Prospectus describes the Dean Witter Select Dimensions, a tax deferred
variable annuity contract ("Contract") issued by Hartford Life and Annuity
Insurance Company ("Hartford"). Payments for the Contract will be held in the
Fixed Account and Hartford Life and Annuity Insurance Company Separate Account
Three (the "Separate Account"). Allocations to and transfers to and from the
Fixed Account are not permitted in certain states.
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 information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the Statement
of Additional Information send a written request to or call Hartford Life and
Annuity Insurance Company, Attn: Annuity Marketing Services, P.O. Box 5085,
Hartford, CT 06102-5085. The Table of Contents for the Statement of Additional
Information may be found on page 34 of this Prospectus. The Statement of
Additional Information is incorporated by reference into this Prospectus.
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.
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.
THIS PROSPECTUS IS ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE FUNDS AND IS
VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE FUNDS.
Prospectus Dated: May 1, 1998
Statement of Additional Information Dated: May 1, 1998
1 - PROSPECTUS
<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----------------------------------------------------------------------------
<S> <C>
Glossary of Special Terms 3
----------------------------------------------------------------------------
Fee Table 5
----------------------------------------------------------------------------
Accumulation Unit Values 8
----------------------------------------------------------------------------
Summary 9
----------------------------------------------------------------------------
Performance Related Information 10
----------------------------------------------------------------------------
Introduction 11
----------------------------------------------------------------------------
The Contract 11
----------------------------------------------------------------------------
Right to Cancel Period 11
----------------------------------------------------------------------------
The Separate Account 12
----------------------------------------------------------------------------
The Fixed Account 12
----------------------------------------------------------------------------
Hartford Life and Annuity Insurance Company 13
----------------------------------------------------------------------------
The Portfolios 14
----------------------------------------------------------------------------
Operation of the Contract/Accumulation Period 16
----------------------------------------------------------------------------
Premium Payments 16
----------------------------------------------------------------------------
Value of Accumulation Units 16
----------------------------------------------------------------------------
Value of the Fixed Account 17
----------------------------------------------------------------------------
Value of the Contract 17
----------------------------------------------------------------------------
Transfers Among Sub-Accounts 17
----------------------------------------------------------------------------
Transfers Between the Fixed Account and the Sub-Accounts 17
----------------------------------------------------------------------------
Redemption/Surrender of a Contract 17
----------------------------------------------------------------------------
Death Benefit 18
----------------------------------------------------------------------------
Charges under the Contract 19
----------------------------------------------------------------------------
Contingent Deferred Sales Charges 19
----------------------------------------------------------------------------
Payments Not Subject to Sales Charges 20
----------------------------------------------------------------------------
Waivers of Sales Charges 20
----------------------------------------------------------------------------
Mortality and Expense Risk Charge 20
----------------------------------------------------------------------------
Administration Charge 21
----------------------------------------------------------------------------
Annual Maintenance Fee 21
----------------------------------------------------------------------------
<CAPTION>
PAGE
<S> <C>
----------------------------------------------------------------------------
Premium Taxes 21
----------------------------------------------------------------------------
Settlement Provisions 21
----------------------------------------------------------------------------
Annuity Options 21
----------------------------------------------------------------------------
Annuity Proceeds Settlement Option 22
----------------------------------------------------------------------------
The Annuity Unit and Valuation 22
----------------------------------------------------------------------------
Determination of Payment Amount 22
----------------------------------------------------------------------------
Federal Tax Considerations 23
----------------------------------------------------------------------------
A. General 23
----------------------------------------------------------------------------
B. Taxation of Hartford and the Separate Account 23
----------------------------------------------------------------------------
C. Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans 23
----------------------------------------------------------------------------
D. Federal Income Tax Withholding 26
----------------------------------------------------------------------------
E. General Provisions Affecting Qualified Retirement Plans 26
----------------------------------------------------------------------------
F. Annuity Purchases By Nonresident Aliens and Foreign
Corporations 26
----------------------------------------------------------------------------
General Matters 27
----------------------------------------------------------------------------
Assignment 27
----------------------------------------------------------------------------
Modification 27
----------------------------------------------------------------------------
Delay of Payments 27
----------------------------------------------------------------------------
Voting Rights 27
----------------------------------------------------------------------------
Distribution of the Contracts 27
----------------------------------------------------------------------------
Other Contracts Offered 27
----------------------------------------------------------------------------
Custodian of Separate Account Assets 27
----------------------------------------------------------------------------
Legal Proceedings 28
----------------------------------------------------------------------------
Legal Counsel 28
----------------------------------------------------------------------------
Experts 28
----------------------------------------------------------------------------
Additional Information 28
----------------------------------------------------------------------------
Appendix I 29
----------------------------------------------------------------------------
Table of Contents to Statement of Additional Information 34
----------------------------------------------------------------------------
</TABLE>
2 - PROSPECTUS
<PAGE>
GLOSSARY OF SPECIAL TERMS
--------------------------------------------------------------------
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
ADMINISTRATIVE OFFICE: Currently located at 200 Hopmeadow Street, Simsbury, CT.
All correspondence concerning this Contract should be sent to P.O. Box 5085,
Hartford, CT 06102-5085, Attn: Individual Annuity Services, except for overnight
or express mail packages, which should be sent to: 200 Hopmeadow Street,
Simsbury, CT.
ANNUAL MAINTENANCE FEE: An annual $30 charge on a Contract having a Contract
Value of less than $50,000, as determined on the most recent Contract
Anniversary or upon full surrender of the Contract. The charge is deducted
proportionately from the investment options in use at the time of such
deduction.
ANNUAL WITHDRAWAL AMOUNT: The amount which can be withdrawn in any Contract Year
without surrender charges.
ANNUITANT: The person or participant upon whose life the Contract is issued.
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 COMMENCEMENT DATE: The date on which Annuity payments are to commence.
Under a group unallocated Contract, the date for each participant is determined
by the Contract Owner in accordance with the terms of the Plan.
ANNUITY UNIT: An accounting unit of measure used to calculate the value of
Annuity payments.
BENEFICIARY: The person(s) who receive Contract Values in the event of the
Annuitant's or Contract Owner's death under certain conditions. Under a group
unallocated Contract, the person named within the Plan documents/enrollment
forms by each Participant entitled to receive benefits as per the terms of the
Contract in case of the death of the Participant.
CODE: The Internal Revenue Code of 1986, as amended.
COMMISSION: Securities and Exchange Commission.
CONTINGENT ANNUITANT: The person so designated by the Contract Owner, who upon
the Annuitant's death, 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 participatory 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 Date.
CONTRACT OWNER(S): The owner(s) of the Contract, trustee or other entity,
sometimes herein referred to as "you".
CONTRACT VALUE: The aggregate value of any Sub-Account Accumulation Units held
under the Contract plus the value of the Fixed Account.
CONTRACT YEAR: A period of 12 months commencing with the Contract Date or any
anniversary thereof.
DEATH BENEFIT: The amount payable upon the death of a Contract Owner or
Annuitant (or Participant in the case of a group unallocated Contract) before
annuity payments have started.
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 ACCOUNT: Part of the General Account of Hartford to which a Contract Owner
may allocate all or a portion of his Premium Payment or Contract Value.
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
the Hartford Life and Annuity Insurance Company other than those allocated to
the separate accounts of the Hartford Life and Annuity Insurance Company.
HARTFORD: Hartford Life and Annuity Insurance Company.
MAXIMUM ANNIVERSARY VALUE: A value used in determining the death benefit. It is
based on a series of calculations of Contract Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page 17.
NON-QUALIFIED CONTRACT: A Contract which is not part of a tax-qualified
retirement plan of arrangement which qualifies for special tax treatment under
the Code.
PARTICIPANT: (For Group Unallocated Contracts Only). Any eligible employee of an
employer/Contract Owner participating in the Plan.
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
Capital Life Investment Trust described on page 14 of this Prospectus.
PREMIUM PAYMENT: A payment made to Hartford pursuant to the terms of the
Contract.
3 - PROSPECTUS
<PAGE>
PREMIUM TAX: A tax charged by a state or municipality on Premium Payments or
Contract Values.
QUALIFIED CONTRACT: A Contract which is part of a tax-qualified retirement plan
or arrangement which qualifies for special tax treatment under the Code, such as
an employer-sponsored 401(k) plan or an Individual Retirement Annuity (IRA).
SEPARATE ACCOUNT: The Hartford separate account entitled "Hartford Life and
Annuity Insurance Company Separate Account Three".
SUB-ACCOUNT: Accounts established within the Separate Account with respect to a
Portfolio.
TERMINATION VALUE: The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.
UNALLOCATED CONTRACTS: Contracts issued to employers or such other entities as
Contract Owners with no allocation to a specific Participant, as defined herein.
The Plans will be responsible for the individual allocations.
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.
4 - PROSPECTUS
<PAGE>
FEE TABLES
SUMMARY
--------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)
<TABLE>
<S> <C>
Sales Load Imposed on Purchases
(as a percentage of premium payments) None
- -------------------------------------------------------------------------------
Exchange Fee $0
- -------------------------------------------------------------------------------
DEFERRED SALES LOAD (as a percentage of amounts withdrawn)
First Year (1) 6%
- -------------------------------------------------------------------------------
Second Year 6%
- -------------------------------------------------------------------------------
Third Year 5%
- -------------------------------------------------------------------------------
Fourth Year 5%
- -------------------------------------------------------------------------------
Fifth Year 4%
- -------------------------------------------------------------------------------
Sixth Year 3%
- -------------------------------------------------------------------------------
Seventh Year 2%
- -------------------------------------------------------------------------------
Eighth Year 0%
- -------------------------------------------------------------------------------
Annual Maintenance Fee (2) $30
- -------------------------------------------------------------------------------
ANNUAL EXPENSES-SEPARATE ACCOUNT (as percentage of average account
value)
- -------------------------------------------------------------------------------
Mortality and Expense Risk 1.250%
- -------------------------------------------------------------------------------
Administration Fees 0.150%
- -------------------------------------------------------------------------------
Total 1.400%
- -------------------------------------------------------------------------------
</TABLE>
(1) Length of time from premium payment.
(2) The Annual Maintenance Fee is a single $30 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to requirements of the Investment Company Act of 1940
("1940 Act"), the Annual Maintenance Fee has been reflected in the Examples
by a method intended to show the "average" impact of the Annual Maintenance
Fee on an investment in the Separate Account. The Annual Maintenance Fee is
deducted only when the accumulated value is less than $50,000. In the
Example, the Annual Maintenance Fee is approximated as a 0.08% annual asset
charge based on the experience of the Contracts.
5 - PROSPECTUS
<PAGE>
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
<TABLE>
<CAPTION>
TOTAL FUND
OPERATING
OTHER EXPENSES
MANAGEMENT EXPENSES (AFTER ANY
FEES (AFTER ANY FEE WAIVERS
(AFTER ANY EXPENSE AND EXPENSE
FEE WAIVERS) REIMBURSEMENT) REIMBURSEMENT)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:
Money Market Portfolio 0.500% 0.050% 0.550%
- -------------------------------------------------------------------------------------------------
North American Government Securities Portfolio 0.650% 0.610% 1.260%
- -------------------------------------------------------------------------------------------------
Diversified Income Portfolio 0.400% 0.150% 0.550%
- -------------------------------------------------------------------------------------------------
Balanced Growth Portfolio (1) 0.620% 0.110% 0.730%
- -------------------------------------------------------------------------------------------------
Utilities Portfolio 0.650% 0.110% 0.760%
- -------------------------------------------------------------------------------------------------
Dividend Growth Portfolio 0.625% 0.025% 0.650%
- -------------------------------------------------------------------------------------------------
Value-Added Market Portfolio 0.500% 0.080% 0.580%
- -------------------------------------------------------------------------------------------------
Growth Portfolio (1) 0.810% 0.160% 0.970%
- -------------------------------------------------------------------------------------------------
American Value Portfolio 0.625% 0.055% 0.680%
- -------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio (2) 0.750% 0.370% 1.120%
- -------------------------------------------------------------------------------------------------
Global Equity Portfolio 1.000% 0.130% 1.130%
- -------------------------------------------------------------------------------------------------
Developing Growth Portfolio 0.500% 0.100% 0.600%
- -------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 1.250% 0.460% 1.710%
- -------------------------------------------------------------------------------------------------
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
High Yield Portfolio (3) 0.000% 0.800% 0.800%
- -------------------------------------------------------------------------------------------------
Mid-Cap Value Portfolio (3) 0.000% 1.050% 1.050%
- -------------------------------------------------------------------------------------------------
Emerging Markets Debt Portfolio (3) 0.090% 1.210% 1.300%
- -------------------------------------------------------------------------------------------------
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Strategic Stock Portfolio (4) 0.000% 0.650% 0.650%
- -------------------------------------------------------------------------------------------------
Enterprise Portfolio (4) 0.430% 0.170% 0.600%
- -------------------------------------------------------------------------------------------------
</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
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
MANAGEMENT OTHER OPERATING
PORTFOLIO FEE EXPENSES 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
MANAGEMENT OTHER OPERATING
PORTFOLIO FEE EXPENSES EXPENSES
- ------------------------------------------------------- --------------- ----------- -------------
<S> <C> <C> <C>
Strategic Stock 0.50% 2.09% 2.59%
Enterprise 0.50% 0.17% 0.67%
</TABLE>
6 - PROSPECTUS
<PAGE>
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:
- ----------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10
SUB-ACCOUNT YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Money Market Portfolio $75 $112 $149 $236 $20 $63 $109 $235
- ----------------------------------------------------------------------------------------------
The North American Government
Securities Portfolio 82 134 186 308 27 85 145 308
- ----------------------------------------------------------------------------------------------
The Diversified Income
Portfolio 75 112 149 236 20 63 109 235
- ----------------------------------------------------------------------------------------------
The Balanced Portfolio 82 117 159 254 22 69 118 254
- ----------------------------------------------------------------------------------------------
The Utilities Portfolio 77 118 160 258 22 69 119 257
- ----------------------------------------------------------------------------------------------
The Dividend Growth Portfolio 76 115 154 246 21 66 114 245
- ----------------------------------------------------------------------------------------------
The Value-Added Market
Portfolio 75 113 151 239 20 64 110 238
- ----------------------------------------------------------------------------------------------
The Growth Portfolio 79 125 171 279 24 76 130 278
- ----------------------------------------------------------------------------------------------
The American Value Portfolio 76 116 156 249 21 67 115 248
- ----------------------------------------------------------------------------------------------
The Mid-Cap Growth Portfolio 80 129 179 294 26 81 138 294
- ----------------------------------------------------------------------------------------------
The Global Equity Portfolio 81 130 179 295 26 81 138 295
- ----------------------------------------------------------------------------------------------
The Developing Growth
Portfolio 75 113 152 241 21 65 111 240
- ----------------------------------------------------------------------------------------------
The Emerging Markets Portfolio 86 147 208 352 32 99 168 351
- ----------------------------------------------------------------------------------------------
The High Yield Portfolio 77 119 162 262 23 71 122 261
- ----------------------------------------------------------------------------------------------
The Mid-Cap Value Portfolio 80 127 175 287 25 78 134 287
- ----------------------------------------------------------------------------------------------
The Emerging Markets Debt
Portfolio 82 135 188 312 28 86 147 311
- ----------------------------------------------------------------------------------------------
The Strategic Stock Portfolio 76 115 154 246 21 66 114 245
- ----------------------------------------------------------------------------------------------
The Enterprise Portfolio 75 113 152 241 21 65 111 240
- ----------------------------------------------------------------------------------------------
<CAPTION>
IF YOU DO NOT SURRENDER YOUR
CONTRACT, YOU WOULD PAY THE
FOLLOWING EXPENSES ON A $1,000
INVESTMENT, ASSUMING A 5%
ANNUAL RETURN ON ASSETS:
- ------------------------------ ------------------------------
1 3 5 10
SUB-ACCOUNT YEAR YEARS YEARS YEARS
- ------------------------------ ------------------------------
<S> <C> <C> <C> <C>
The Money Market Portfolio $21 $64 $109 $236
- ------------------------------ ------------------------------
The North American Government
Securities Portfolio 28 86 146 308
- ------------------------------ ------------------------------
The Diversified Income
Portfolio 21 64 109 236
- ------------------------------ ------------------------------
The Balanced Portfolio 22 69 119 254
- ------------------------------ ------------------------------
The Utilities Portfolio 23 70 120 258
- ------------------------------ ------------------------------
The Dividend Growth Portfolio 22 67 114 246
- ------------------------------ ------------------------------
The Value-Added Market
Portfolio 21 65 111 239
- ------------------------------ ------------------------------
The Growth Portfolio 25 77 131 279
- ------------------------------ ------------------------------
The American Value Portfolio 22 68 116 249
- ------------------------------ ------------------------------
The Mid-Cap Growth Portfolio 26 81 139 294
- ------------------------------ ------------------------------
The Global Equity Portfolio 27 82 139 295
- ------------------------------ ------------------------------
The Developing Growth
Portfolio 21 65 112 241
- ------------------------------ ------------------------------
The Emerging Markets Portfolio 32 99 168 352
- ------------------------------ ------------------------------
The High Yield Portfolio 23 71 122 262
- ------------------------------ ------------------------------
The Mid-Cap Value Portfolio 26 79 135 287
- ------------------------------ ------------------------------
The Emerging Markets Debt
Portfolio 28 87 148 312
- ------------------------------ ------------------------------
The Strategic Stock Portfolio 22 67 114 246
- ------------------------------ ------------------------------
The Enterprise Portfolio 21 65 112 241
- ------------------------------ ------------------------------
</TABLE>
The purpose of this table is to assist the Contract Owner in understanding
various costs and expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.
This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
7 - PROSPECTUS
<PAGE>
ACCUMULATION UNIT VALUES
(For an accumulation unit outstanding throughout the period)
The following information has been derived from the audited financial statements
of the separate account, which have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus. No information is shown for the High Yield
Portfolio, Mid-Cap Value Portfolio, Emerging Markets Debt Portfolio, Strategic
Stock Portfolio, and Enterprise Portfolio Sub-Account because as of December 31,
1997, the Sub-Account had not yet commenced operations.
<TABLE>
<CAPTION>
1997 1996 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 10.901 $ 10.521 $ 10.056 $ 10.000
Accumulation unit value at end of
period............................ $ 11.309 $ 10.901 $ 10.521 $ 10.056
Number accumulation units
outstanding at end of period (in
thousands)........................ 6,625 7,480 3,864 112
NORTH AMERICAN GOVERNMENT
SECURITIES PORTFOLIO SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 10.841 $ 10.536 $ 10.041 $ 10.000
Accumulation unit value at end of
period............................ $ 11.322 $ 10.841 $ 10.536 $ 10.041
Number accumulation units
outstanding at end of period (in
thousands)........................ 413 353 107 2
BALANCED GROWTH PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 13.618 $ 12.164 $ 10.040 $ 10.000
Accumulation unit value at end of
period............................ $ 15.829 $ 13.618 $ 12.164 $ 10.040
Number accumulation units
outstanding at end of period (in
thousands)........................ 4,124 2,663 1,220 69
UTILITIES PORTFOLIO SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 13.567 $ 12.685 $ 10.045 $ 10.000
Accumulation unit value at end of
period............................ $ 16.918 $ 13.567 $ 12.685 $ 10.045
Number accumulation units
outstanding at end of period (in
thousands)........................ 2,853 2,512 1,356 40
DIVIDEND GROWTH PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 16.921 $ 13.787 $ 9.975 $ 10.000
Accumulation unit value at end of
period............................ $ 21.045 $ 16.921 $ 13.787 $ 9.975
Number accumulation units
outstanding at end of period (in
thousands)........................ 22,062 14,201 5,393 128
VALUE-ADDED MARKET PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 14.422 $ 12.418 $ 9.904 $ 10.000
Accumulation unit value at end of
period............................ $ 17.936 $ 14.422 $ 12.418 $ 9.904
Number accumulation units
outstanding at end of period (in
thousands)........................ 6,713 4,528 1,783 25
<CAPTION>
1997 1996 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
GROWTH PORTFOLIO SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 13.675 $ 11.224 $ 10.047 $ 10.000
Accumulation unit value at end of
period............................ $ 16.596 $ 13.675 $ 11.224 $ 10.047
Number accumulation units
outstanding at end of period (in
thousands)........................ 2,207 1,233 316 21
AMERICAN VALUE PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 15.335 $ 13.770 $ 10.049 $ 10.000
Accumulation unit value at end of
period............................ $ 19.951 $ 15.335 $ 13.770 $ 10.049
Number accumulation units
outstanding at end of period (in
thousands)........................ 10,468 7,289 2,606 72
GLOBAL EQUITY PORTFOLIO SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 12.265 $ 11.162 $ 9.950 $ 10.000
Accumulation unit value at end of
period............................ $ 13.142 $ 12.265 $ 11.162 $ 9.950
Number accumulation units
outstanding at end of (in
thousands)........................ 6,816 4,360 1,424 110
DEVELOPING GROWTH PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at end of
period............................ $ 16.843 $ 15.123 $ 10.138 $ 10.000
Accumulation unit value at end of
period............................ $ 18.896 $ 16.843 $ 15.123 $ 10.138
Number accumulation units
outstanding at end of period (in
thousands)........................ 4,003 3,366 1,078 27
EMERGING MARKET PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 11.420 $ 9.841 $ 10.037 $ 10.000
Accumulation unit value at end of
period............................ $ 11.405 $ 11.420 $ 9.841 $ 10.037
Number accumulation units
outstanding at end of period (in
thousands)........................ 1,911 1,394 389 35
DIVERSIFIED INCOME PORTFOLIO
SUB-ACCOUNT
(Inception Date September 14, 1994)
Accumulation unit value at
beginning of period............... $ 11.456 $ 10.607 $ 10.056 10.000
Accumulation unit value at end of
period............................ $ 12.238 $ 11.456 $ 10.607 10.056
Number accumulation units
outstanding at end of period (in
thousands)........................ 4,502 2,579 775 30
MID-CAP PORTFOLIO SUB-ACCOUNT
(Inception Date January 21, 1997)
Accumulation unit value at
beginning of period............... $ 10.000
Accumulation unit value at end of
period............................ $ 11.433
Number accumulation units
outstanding at end of period (in
thousands)........................ 1,505
</TABLE>
8 - PROSPECTUS
<PAGE>
SUMMARY
--------------------------------------------------------------------
WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?
The Contract offered is a tax deferred variable annuity contract ("Contract")
(see "Taxation of Annuities in General," page 23). Generally, the Contract is
purchased by completing an application or an order to purchase a Contract and
submitting it, along with the initial Premium Payment, to Hartford for its
approval. Generally, the minimum initial Premium Payment is $1,000; the minimum
subsequent payment is $500, if you are in the Investease program the minimum
subsequent payment is $50. Generally, a Contract Owner may exercise his right to
cancel the Contract within 10 days of delivery of the Contract by returning the
Contract to Hartford at its Administrative Office. If the Contract Owner
exercises his right to cancel, Hartford will return either the Contract Value or
the original Premium Payments to the Contract Owner. The duration of the right
to cancel period and Hartford's obligation to either return the Contract Value
or the original Premium will depend on state law (see "Right to Cancel Period,"
page 11.)
WHO MAY PURCHASE THE CONTRACT?
Any individual, group or trust may purchase the Contract, including any trustee
or custodian for a retirement plan which qualifies for special federal tax
treatment under the Code ("Qualified Contracts"). These Contracts are also
available for IRAs. (See "Federal Tax Considerations," page 23 and Appendix I,
page 29.)
WHAT TYPES OF INVESTMENTS ARE 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, and the
Fixed Account, or a combination of the Portfolios and the Fixed Account. (See
"The Portfolios" commencing on page 14 and "The Fixed Account" commencing on
page 12.)
WHAT ARE THE CHARGES UNDER THE CONTRACTS?
CONTINGENT DEFERRED SALES CHARGE. There is no deduction for sales expenses from
Premium Payments when made. However, a contingent deferred sales charge may be
assessed against Contract Values when they are surrendered. (See "Contingent
Deferred Sales Charges" commencing on page 19.)
The length of time from receipt of a Premium Payment to the time of surrender
determines the contingent deferred sales charge. For this purpose, Premium
Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract Values. The charge is a percentage of the amount withdrawn (not
to exceed the aggregate amount of the Premium Payments made). The charge is as
follows:
<TABLE>
<CAPTION>
LENGTH OF TIME FROM PREMIUM PAYMENT
CHARGE (NUMBER OF YEARS)
- ---------- ------------------------------------
<S> <C>
6% 1
6% 2
5% 3
5% 4
4% 5
3% 6
2% 7
0% 8 or more
</TABLE>
No contingent deferred sales charge will be assessed in the event of death of
the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of Annuity Option Four will be
subject to a contingent deferred sales charge where applicable). (See
"Contingent Deferred Sales Charges" commencing on page 19.)
ANNUAL WITHDRAWAL AMOUNT. During the first seven years from each Premium
Payment, on a non-cumulative basis, a Contract Owner may make a partial
surrender of Contract Values of up to 10% of the aggregate Premium Payments, as
determined on the date of the requested surrender, without the application of
the Contingent Deferred Sales Charge. After the seventh year from each Premium
Payment, also on a non-cumulative basis, the Contract Owner may make a partial
surrender of 10% of Premium Payments made during the seven years prior to the
surrender and 100% of the Contract Value less the Premium Payments made during
the seven years prior to the surrender. (See "Annual Withdrawal Amount," page
20.)
MORTALITY AND EXPENSE RISKS. For assuming the mortality and expense risks under
the Contract, Hartford will impose a
9 - PROSPECTUS
<PAGE>
1.25% per annum charge against all Contract Values held in the Sub-Accounts.
(See "Mortality and Expense Risk Charge," page 20).
ADMINISTRATION CHARGE. The Contract provides for an administration charge of
.15% per annum against all Contract Values held in the Separate Account. (See
"Administration Charge," page 21.)
ANNUAL MAINTENANCE FEE. For Contract maintenance, the fee is $30 annually. (See
"Annual Maintenance Fees," page 21). Contracts with a Contract Value of $50,000
or more at time of Contract Anniversary or surrender will not be assessed this
charge.
PREMIUM TAXES. A deduction will be made for Premium Taxes for Contracts sold in
certain states. (See "Premium Taxes," page 21.)
CHARGES BY THE PORTFOLIOS. The Portfolios are subject to certain fees, charges
and expenses. (See the Funds' Prospectuses (accompanying this Prospectus.)
CAN I GET MY MONEY IF I NEED IT?
Subject to any applicable charges, the Contract or portion of the Contract may
be surrendered at any time prior to the Annuity Commencement Date. However, if
less than $500 remains in a Contract as a result of a surrender, Hartford may
terminate the Contract in its entirety. (See "Redemption/Surrender of a
Contract," page 17; see also "Federal Tax Considerations," page 23, for a
discussion of federal tax consequences, including a 10% penalty tax that may
apply upon surrender.)
DOES THE CONTRACT PAY ANY DEATH BENEFITS?
A Death Benefit is provided in the event of death of the Annuitant or Contract
Owner or Joint Contract Owner before Annuity payments have commenced. (See
"Death Benefit," page 18.)
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?
There are four available Annuity options and one Annuity Proceeds Settlement
Option under the Contract which are described on page 21. The Annuity
Commencement Date may not be deferred beyond the Annuitant's 90th birthday
except in certain states where the Annuity Commencement Date may not be deferred
beyond the Annuitant's 85th birthday. If a Contract Owner does not elect
otherwise, the Contract Value less applicable premium taxes will be applied on
the Annuity Commencement Date under the second option to provide a life annuity
with 120 monthly payments certain.
DOES THE CONTRACT OWNER HAVE ANY VOTING RIGHTS UNDER THE CONTRACT?
Contract Owners will have the right to vote on matters affecting an underlying
Portfolio to the extent that proxies are solicited by such Portfolio. If a
Contract Owner does not vote, Hartford shall vote such interests in the same
proportion as shares of the Portfolio for which instructions have been received
by Hartford. (See "Voting Rights," page 27.)
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.
Each Portfolio may include total return in advertisements or other sales
material.
When a Sub-Account advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods if the
Sub-Account has not been in existence for at least ten 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 (assuming the deduction of any contingent deferred sales charge which
would be payable if the investment were redeemed at the end of the period).
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 reflects the recurring charges at the Separate Account level including the
Annual Maintenance Fee.
Total return at the Separate Account level includes all Contract charges: sales
charges, mortality and expense risk charges, and the Annual Maintenance Fee, and
is therefore lower than total return at the Fund level, with no comparable
charges. Likewise, yield at the Separate Account level includes all recurring
charges (except sales charges), and is therefore lower than yield at the
Portfolio level, with no comparable charges.
10 - PROSPECTUS
<PAGE>
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.
INTRODUCTION
--------------------------------------------------------------------
This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing a tax deferred variable annuity contract
offered by Hartford and funded by the Fixed Account and/or Separate Account.
Please read the Glossary of Special Terms on page 3 prior to reading this
Prospectus to familiarize yourself with the terms being used.
THE CONTRACT
--------------------------------------------------------------------
The Dean Witter Select Dimensions is a tax deferred variable annuity contract
("Contract"). Payments for the Contract will be held in the Fixed Account and/or
the Separate Account. Initially there are no deductions from your Premium
Payments (except for Premium Taxes, if applicable) so your entire Premium
Payment is put to work in the investment Sub-Account(s) of your choice or the
Fixed Account. Each Sub-Account invests in a different underlying Portfolio with
its own distinct investment objectives. You pick the Sub-Account(s) with the
investment objectives that meet your needs. You may select one or more
Sub-Accounts and/ or the Fixed Account and determine the percentage of your
Premium Payment that is put into a Sub-Account or the Fixed Account. You may
also transfer assets among the Sub-Accounts and the Fixed Account so that your
investment program meets your specific needs over time. There are minimum
requirements for investing in each Sub-Account and the Fixed Account which are
described later in this Prospectus. In addition, there are certain other
limitations on withdrawals and transfers of amounts in the Sub-Accounts and the
Fixed Account as described in this Prospectus. See "Charges Under the Contract"
for a description of the charges for redeeming a Contract and other charges made
under the Contract.
Generally, the Contract contains the four optional forms of Annuity payments and
the Annuity Proceeds Settlement Option described later in this Prospectus.
Options 2, 4 and the Annuity Proceeds Settlement Option are available with
respect 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.
The Contract Owner may select an Annuity Commencement Date and an Annuity option
which may be on a fixed or variable basis, or a combination thereof. The Annuity
Commencement Date may not be deferred beyond the Annuitant's 90th birthday
except in certain states where the Annuity Commencement Date may not be deferred
beyond the Annuitant's 85th birthday.
The Annuity Commencement Date and/or the Annuity option may be changed from time
to time, but any such change must be made at least 30 days prior to the date on
which payments are scheduled to begin. If you do not elect otherwise, payments
will begin at the Annuitant's age 90 under Option 2 with 120 monthly payments
certain (Option 1 for Contracts issued in Texas).
When an Annuity is effected under a Contract, unless otherwise specified,
Contract Values held in the Sub-Accounts will be applied to provide a variable
Annuity based on the pro rata amount in the various Sub-Accounts. Fixed Account
Contract Values will be applied to provide a fixed Annuity. Variable Annuity
payments will vary in accordance with the investment performance of the
Sub-Accounts you have selected. The Contract allows the Contract Owner to change
the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any fixed Annuity allocation may not be
changed.
The Contract offered under this Prospectus may be purchased by any individual
("Non-Qualified Contract") or by an individual, trustee or custodian for a
retirement plan qualified under Sections 401(a) or 403(a) of the 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 Internal Revenue Code ("Qualified Contracts").
RIGHT TO CANCEL PERIOD
If you are not satisfied with your purchase you may surrender the Contract by
returning it within ten 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,
11 - PROSPECTUS
<PAGE>
pay you an amount equal to the Contract Value on the date of receipt of the
request for cancellation. You bear the investment risk during the period prior
to the Hartford's receipt of request for cancellation. Hartford will refund the
premium paid for individual retirement annuities (if returned within seven days
of receipt) and in those states where required by law.
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. Net Premium Payments 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 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 held by the Separate Account. Substitution may occur only if shares of
the Portfolio(s) become unavailable or if there are changes in applicable law or
interpretations of law. Current law requires notification to you of any such
substitution and approval of the Commission. Hartford reserves the right to add
new Portfolios or close Portfolios.
The Separate Account may be subject to liabilities arising from a series of the
Separate Account assets which are attributable to other variable annuity
contracts or variable life insurance policies offered by the Separate Account
which are not described in this Prospectus.
THE FIXED ACCOUNT
--------------------------------------------------------------------
THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.
Premium Payments and Contract Values allocated to the Fixed Account become a
part of the general assets of Hartford. Hartford invests the assets of the
General Account in accordance with applicable laws governing investments of
insurance company General Accounts.
Currently, Hartford guarantees that it will credit interest at a rate of not
less than 3% per year, compounded annually, to amounts allocated to the Fixed
Account under the Contracts. However, Hartford reserves the right to change the
rate according to state
12 - PROSPECTUS
<PAGE>
insurance law. Hartford may credit interest at a rate in excess of 3% per year;
however, Hartford is not obligated to credit any interest in excess of 3% per
year. There is no specific formula for the determination of excess interest
credits. Some of the factors that Hartford may consider in determining whether
to credit excess interest to amounts allocated to the Fixed Account and the
amount thereof, are general economic trends, rates of return currently available
and anticipated on the Hartford's investments, regulatory and tax requirements
and competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED
ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF
HARTFORD. THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT
ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
From time to time, Hartford may credit increased interest rates to Contract
Owners under certain programs established at the discretion of Hartford.
Contract Owners may currently enroll in a special pre-authorized transfer
program known as Hartford's Dollar Cost Averaging Bonus Program (the "Program").
Under this Program, Contract Owners who enroll may allocate a minimum of $5,000
of their Premium Payment into the Program (Hartford may allow a lower minimum
Premium Payment for qualified plan transfers or rollovers, including IRAs) and
pre-authorize transfers to any of the Sub-Accounts under either the 6 Month
Transfer Program or 12 Month Transfer Program. The 6 Month Transfer Program and
the 12 Month Transfer Program will generally have different credited interest
rates. Under the 6 Month Transfer Program, the interest rate can accrue up to 6
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 3 to 6 months. Under the 12 Month Transfer Program, the
interest rate can accrue up to 12 months and all Premium Payments and accrued
interest must be transferred to the selected Sub-Accounts in 7 to 12 months.
This will be accomplished by monthly transfers for the period selected and a
final transfer of the entire amount remaining in the Program.
The pre-authorized transfers will begin within 15 days after the initial Program
Premium Payment and complete enrollment instructions are received by Hartford.
If complete Program enrollment instructions are not received by Hartford within
15 days of receipt of the initial Program Premium Payment, the Program will be
voided and the entire balance in the Program will be credited with the
non-Program interest rate then in effect for the Fixed Account.
Any subsequent Premium Payments received by Hartford within the Program period
selected will be allocated to the Sub-Accounts over the remainder of that
Program transfer period, unless otherwise directed by the Contract Owner.
A Contract Owner may only have one dollar cost averaging program in place at one
time, this means one standard dollar cost averaging plan or one Dollar Cost
Averaging Bonus Program.
Contract Owners may elect to terminate the pre-authorized transfers by calling
or writing Hartford of their intent to cancel their enrollment in the Program.
Upon cancellation of enrollment in the Program, Contract Owners will no longer
receive the increased interest rate. Hartford reserves the right to discontinue,
modify or amend the Program or any other interest rate program established by
Hartford. Any change to the Program will not affect Contract Owners currently
enrolled in the Program. This Program may not be available in all states; please
contact Hartford to determine if it is available in your state.
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
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- -------------------- ----------- ----------- --------------------
<S> <C> <C> <C>
A.M. Best and 9/9/97 A+ Financial soundness
Company, Inc........ and operating
performance.
Standard & Poor's... 1/23/98 AA Claims paying
ability
Duff & Phelps....... 1/23/98 AA+ Claims paying
ability
</TABLE>
13 - PROSPECTUS
<PAGE>
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 Fund prospectus.
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.
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
14 - PROSPECTUS
<PAGE>
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 Fund 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 Fund do not
currently foresee any such disadvantages either to variable annuity contract
owners or to variable life insurance policyowners, the Funds' Board 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 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.
15 - PROSPECTUS
<PAGE>
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 adviser 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 Adviser 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.
OPERATION OF THE CONTRACT/ACCUMULATION PERIOD
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PREMIUM PAYMENTS
The balance of each initial Premium Payment remaining after the deduction of any
applicable Premium Tax is credited to your Contract within two business days of
receipt of a properly completed application or an order to purchase a Contract
and the initial Premium Payment by Hartford at its Administrative Office, P.O.
Box 5085, Hartford, CT 06102-5085. It will be credited to the Sub-Account(s)
and/or the Fixed Account in accordance with your election. If the application or
other information is incomplete when received, the balance of each initial
Premium Payment, after deduction of any applicable Premium Tax, will be credited
to the Sub-Account(s) or the Fixed Account within five business days of receipt
or the entire Premium Payment will be immediately returned unless you have been
informed of the delay and request that the Premium Payment not be returned.
Subsequent Premium Payments are priced on the Valuation Day received by Hartford
in its Administrative Office or other designated administrative office.
The number of Accumulation Units in each Sub-Account to be credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to each Sub-Account by the value of an Accumulation Unit in that
Sub-Account on that date.
The minimum initial Premium Payment is $1,000. Subsequent Premium Payments, if
made, must be a minimum of $500. Certain plans may make smaller initial and
subsequent periodic payments. Each Premium Payment may be split among the
various Sub-Accounts and the Fixed Account subject to minimum amounts then in
effect.
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. 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. The principal business
address of HSD is the same as Hartford.
VALUE OF ACCUMULATION UNITS
The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Portfolio and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Portfolio at the end of the Valuation Period (plus the per share
amount of any dividends or capital gains distributed by that Portfolio if the
ex-dividend date occurs in the Valuation Period then ended) divided by the net
asset value per share of the corresponding Portfolio at the beginning of the
Valuation Period. You should
16 - PROSPECTUS
<PAGE>
refer to the Funds' Prospectuses which accompanies this Prospectus for a
description of how the assets of each Portfolio are valued since each
determination has a direct bearing on the Accumulation Unit value of the
Sub-Account and therefore the value of a Contract. The Accumulation Unit value
is affected by the performance of the underlying Portfolio(s), expenses and
deduction of the charges described in this Prospectus.
The shares of the Portfolio are valued at net asset value on each Valuation Day.
A description of the valuation methods used in valuing Portfolio shares may be
found in the accompanying Funds Prospectuses.
VALUE OF THE FIXED ACCOUNT
Hartford will determine the value of the Fixed Account by crediting interest to
amounts allocated to the Fixed Account. The minimum Fixed Account interest rate
is 3%, compounded annually. Hartford may credit a lower minimum interest rate
according to state law. Hartford also may credit interest at rates greater than
the minimum Fixed Account interest rate.
VALUE OF THE CONTRACT
The value of the Sub-Account investments under your Contract at any time prior
to the commencement of Annuity payments can be determined by multiplying the
total number of Accumulation Units credited to your Contract in each Sub-Account
by the then current Accumulation Unit values for the applicable Sub-Account. The
value of the Fixed Account under your Contract will be the amount allocated to
the Fixed Account plus interest credited. You will be advised at least
semi-annually of the number of Accumulation Units credited to each Sub-Account,
the current Accumulation Unit values, the Fixed Account Value, and the total
value of your Contract.
TRANSFERS AMONG SUB-ACCOUNTS
You may transfer the values of your Sub-Account allocations from one or more
Sub-Accounts to another free of charge. However, Hartford reserves the right to
limit the number of transfers to twelve (12) per Contract Year, with no two (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 (800) 862-6668 or by the agent of record by calling (800)
862-4397. Telephone transfers may not be permitted by some states for their
residents who purchase variable annuities.
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; otherwise, Hartford may
be liable for any losses due to unauthorized or fraudulent instructions. 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 between the
Sub-Accounts and the Fixed Account under certain circumstances. Transfers
between the Sub-Accounts may be made both before and after Annuity payments
commence (limited to once a quarter) provided that the minimum allocation to any
Sub-Account may not be less than $500. No minimum balance is presently required
in any Sub-Account.
The right to reallocate Contract Values between the Sub-Accounts is subject to
modification if Hartford determines, in its sole discretion, 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 and the Fixed Account 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. It is the
responsibility of the Contract Owner or Participant to verify the accuracy of
all confirmations of transfers and to promptly advise Hartford of any
inaccuracies within 30 days of receipt of the confirmation. Hartford will send
the Contract Owner a confirmation of the transfer within five days from the date
of any instruction.
TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS
Subject to the restrictions set forth above, transfers from the Fixed Account
into a Sub-Account may be made at any time during the Contract Year. The maximum
amount which may be transferred from the Fixed Account during any Contract Year
is the greater of 30% of the Fixed Account balance as of the last Contract
Anniversary or the greatest amount of any prior transfer from the Fixed Account.
If Hartford permits preauthorized transfers from the Fixed Account to the
Sub-Accounts, this restriction is inapplicable. However, if any interest rate is
renewed at a rate at least one percentage point less than the previous rate, the
Contract Owner may elect to transfer up to 100% of the Portfolios receiving the
reduced rate within sixty days of notification of the interest rate decrease.
Generally, transfers may not be made from any Sub-Account into the Fixed Account
for the six-month period following any transfer from the Fixed Account into one
or more of the Sub-Accounts. Hartford reserves the right to modify the
limitations on transfers from the Fixed Account and to defer transfers from the
Fixed Account for up to six months from the date of request.
REDEMPTION/SURRENDER
OF A CONTRACT
At any time prior to the Annuity Commencement Date, you have the right, subject
to any Code provisions applicable thereto, to
17 - PROSPECTUS
<PAGE>
surrender the value of the Contract in whole or in part. Surrenders are not
permitted after Annuity payments commence except that a full surrender is
allowed when payments for a designated period (Option 4 or Annuity Proceeds
Settlement Option) are selected.
FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and after
the Annuity Commencement Date with respect to values applied to Option 4), the
Contract Owner has the right to terminate the Contract. In such event, the
Termination Value of the Contract may be taken in the form of a lump sum cash
settlement. The Termination Value of the Contract is equal to the Contract Value
less any applicable Premium Taxes, the Annual Maintenance Fee, if applicable,
and any applicable contingent deferred sales charges. The Termination Value may
be more or less than the amount of the Premium Payments made to a Contract.
PARTIAL SURRENDERS. 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 the minimum amount rules then in effect.
Currently, there is no minimum amount rule in effect. However, Hartford may
institute minimum amount rules at some future time. Additionally, if the
remaining Contract Value following a surrender is less than $500 (and, for Texas
contracts, there were no Premium Payments made during the preceding two contract
years), Hartford may terminate the Contract and pay the Termination Value.
Certain plans or programs may have different withdrawal privileges. Hartford may
permit the Contract Owner to preauthorize partial surrenders subject to certain
limitations then in effect.
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) TERMINATED
EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP.
(CASH VALUE INCREASES MAY NOT BE DISTRIBUTED FOR HARDSHIPS.)
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 IN 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 ACCOUNT
VALUES.
ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 23.)
Payment on any request for a full or partial surrender from the Sub-Accounts
and/or the Fixed Account will be made as soon as possible and in any event no
later than seven days after the written request is received by Hartford at its
Administrative Office, Attn: Individual Annuity Services, P.O. Box 5085,
Hartford, CT 06102-5085. Hartford may defer payment of any amounts from the
Fixed Account for up to six months from the date of the request for surrender.
If Hartford defers payment for more than 30 days, Hartford will pay interest of
at least 3% per annum on the amount deferred. In requesting a partial withdrawal
you should specify the Fixed Account and/or the Sub-Account(s) from which the
partial withdrawal is to be taken. Otherwise, such withdrawal and any applicable
contingent deferred sales charges will be effected on a pro rata basis according
to the value in the Fixed Account and each Sub-Account under a Contract. Within
this context, the contingent deferred sales charges are taken from the Premium
Payments in the order in which they were received: from the earliest Premium
Payments to the latest Premium Payments. (See "Contingent Deferred Sales
Charges," page 19.)
DEATH BENEFIT
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The Contracts provide that in the event the Annuitant dies before the Annuity
Commencement Date, the Contingent Annuitant will become the Annuitant. If the
Annuitant dies before the Annuity Commencement Date and either (a) there is no
designated Contingent Annuitant, (b) the Contingent Annuitant predeceases the
Annuitant, or (c) if any Contract Owner dies before the Annuity Commencement
Date, the Beneficiary as determined under the Contract Control Provisions will
receive the Death Benefit as determined on the date of receipt of Due Proof of
Death by Hartford in its Administrative Office. With regard to Joint Contract
Owners, after the death of a joint Contract Owner prior to the Annuity
Commencement Date, the Beneficiary will be the surviving Contract Owner
notwithstanding that the beneficiary designation may be different.
GUARANTEED DEATH BENEFIT. If the Annuitant dies before the Annuity Commencement
Date and there is no designated Contingent Annuitant surviving, or if the
Contract Owner dies before the Annuity Commencement Date, the Beneficiary will
receive the greatest of (a) the Contract Value determined as of the day written
proof of death of such person is received by Hartford, or
18 - PROSPECTUS
<PAGE>
(b) 100% of the total Premium Payments made to such Contract, reduced by the
dollar amount of any partial surrenders since the issue date, or (c) the Maximum
Anniversary Value immediately preceding the date of death. The Maximum
Anniversary Value is equal to the greatest Anniversary Value attained from the
following:
As of the date of receipt of Due Proof of Death, Hartford will calculate an
Anniversary Value for each Contract Anniversary prior to the deceased's attained
age 81. The 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.
PAYMENT OF DEATH BENEFIT. The calculated Death Benefit will remain invested in
the Separate Account in accordance with the allocation instructions given by the
Contract Owner until the proceeds are paid or Hartford receives new instructions
from the Beneficiary. During the time period between Hartford's receipt of
written notification of Due Proof of Death and Hartford's receipt of the
completed settlement instructions, the calculated Death Benefit will remain
invested in the Sub-Account(s) previously elected by the Contract Owner and will
be subject to market fluctuations. The Death Benefit may be taken in one sum,
payable within 7 days after the date Due Proof of Death is received, or under
any of the settlement options then being offered by the Company provided,
however, that: (a) in the event of the death of any Contract Owner prior to the
Annuity Commencement Date, the entire interest in the Contract will be
distributed within 5 years after the death of the Contract Owner and (b) in the
event of the death of any Contract Owner or Annuitant which occurs on or after
the Annuity Commencement Date, any remaining interest in the Contract will be
paid at least as rapidly as under the method of distribution in effect at the
time of death, or, if the benefit is payable over a period not extending beyond
the life expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death. The proceeds
due on the death may be applied to provide variable payments, fixed payments, or
a combination of variable and fixed payments. However, in the event of the
Contract Owner's death where the sole Beneficiary is the spouse of the Contract
Owner and the Annuitant or Contingent Annuitant is living, such spouse may
elect, in lieu of receiving the death benefit, to be treated as the Contract
Owner. The Contract Value and the Maximum Anniversary Value of the Contract will
be unaffected by treating the spouse as the Contract Owner.
If the Contract is owned by a corporation or other non-individual, the Death
Benefit payable upon the death of the Annuitant prior to the Annuity
Commencement Date will be payable only as one sum or under the same settlement
options and in the same manner as if an individual Contract Owner died on the
date of the Annuitant's death.
There may be postponement in the payment of Death Benefits whenever (a) the New
York Stock Exchange is closed, except for holidays or weekends, or trading on
the New York Stock Exchange is restricted as determined by the Securities and
Exchange 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.
GROUP UNALLOCATED CONTRACTS. For Group Unallocated Contracts, Hartford requires
that detailed accounting of cumulative purchase payments, cumulative gross
surrenders, and current Contract Value attached to each Plan Participant be
submitted on an annual basis by the Contract Owner. Failure to submit accurate
data satisfactory to Hartford will give Hartford the right to terminate this
extension of benefits.
CHARGES UNDER THE CONTRACT
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CONTINGENT DEFERRED SALES CHARGES ("SALES CHARGES")
PURPOSE OF SALES CHARGES. Sales Charges cover expenses relating to the sale and
distribution of the Contracts, including commissions paid to distributing
organizations and its sales personnel, the cost of preparing sales literature
and other promotional activities. If these charges are not sufficient to cover
sales and distribution expenses, Hartford will pay them from its general assets,
including surplus. Surplus might include profits resulting from unused mortality
and expense risk charges.
ASSESSMENT OF SALES CHARGES. There is no deduction for sales expenses from
Premium Payments when made, however, a Sales Charge may be assessed against
Premium Payments when surrendered. The length of time from receipt of a Premium
Payment to the time of surrender determines the percentage of the Sales Charge.
Premium payments are deemed to be surrendered in the order in which they were
received.
During the first seven years from each Premium Payment, a Sales Charge will be
assessed against the surrender of Premium Payments. During this time, all
surrenders in excess of the Annual Withdrawal Amount will be first from Premium
Payments and then from earnings. The Annual Withdrawal Amount is first from
earnings and then from Premium Payments. After the seventh Contract Year, all
surrenders will first be taken from earnings and then from Premium Payments and
a Sales Charge will not be assessed against the surrender of earnings. If an
amount equal to all earnings has been surrendered, a Sales Charge will not be
assessed against Premium Payments received more than seven years prior to
surrender, but will be assessed against Premium Payments received less than
seven years prior to surrender. For additional information, see Federal Tax
Considerations, page 23.
19 - PROSPECTUS
<PAGE>
Upon receipt of a request for a full surrender, Hartford will assess any
applicable Sales Charge against the surrender proceeds representing the lesser
of: (1) aggregate Premium Payments not previously withdrawn or (2) the Contract
Value, less the Annual Withdrawal Amount available at the time of the full
surrender, less the Annual Maintenance Fee, if applicable. Taking the Annual
Withdrawal Amount prior to the full surrender may, depending upon the amount of
investment gain experienced, reduce the amount of any Sales Charge paid.
The Sales Charge is a percentage of the amount surrendered (not to exceed the
aggregate amount of the Premium Payments made) and equals:
<TABLE>
<CAPTION>
LENGTH OF TIME FROM PREMIUM PAYMENT
CHARGE (NUMBER OF YEARS)
- ---------- ------------------------------------
<S> <C>
6% 1
6% 2
5% 3
5% 4
4% 5
3% 6
2% 7
0% 8 or more
</TABLE>
PAYMENTS NOT SUBJECT TO
SALES CHARGES
ANNUAL WITHDRAWAL AMOUNT. During the first seven years from each Premium
Payment, on a non-cumulative basis, a Contract Owner may make a partial
surrender of Contract Values of up to 10% of the aggregate Premium Payments, as
determined on the date of the requested surrender, without the application of
the Sales Charge. After the seventh year from each Premium Payment, also on a
non-cumulative basis, the Contract Owner may make a partial surrender of 10% of
Premium Payments made during the seven years prior to the surrender and 100% of
the Contract Value less the Premium Payments made during the seven years prior
to the surrender.
EXTENDED WITHDRAWAL PRIVILEGE. This privilege allows Annuitants who attain age
70 1/2 with a Contract held under an Individual Retirement Account or 403(b)
plan to surrender an amount equal to the required minimum distribution for the
stated Contract without incurring a Sales Charge or not subject to a Sales
Charge.
WAIVERS OF SALES CHARGES
CONFINEMENT IN A HOSPITAL, LONG TERM CARE FACILITY OR NURSING HOME. Hartford
will waive any Sales Charge applicable to a partial or full surrender if the
Annuitant is confined, at the recommendation of a physician for medically
necessary reasons, for at least 180 calendar days to: a hospital recognized as a
general hospital by the proper authority of the state in which it is located; or
a hospital recognized as a general hospital by the Joint Commission on the
Accreditation of Hospitals; or a facility certified as a hospital or long-term
care facility; or a nursing home licensed by the state in which it is located
and offers the services of a registered nurse 24 hours a day.
The Annuitant cannot be confined at the time the Contract was purchased in order
to receive this waiver and the Contract Owner(s) must have been the Contract
Owner(s) continuously since the Contract issue date; must provide written proof
of confinement satisfactory to Hartford; and must request the partial or full
surrender within 91 calendar days of the last day of confinement.
This waiver may not be available in all states. Please contact your registered
representative or Hartford to determine availability.
DEATH OF THE ANNUITANT OR CONTRACT OWNER OR PAYMENTS UNDER AN ANNUITY OPTION. No
Sales Charge otherwise applicable will be assessed in the event of death of the
Annuitant, death of the Contract Owner or if payments are made under an Annuity
option (other than a surrender out of Annuity Option 4) provided for under the
Contract.
OTHER PLANS OR PROGRAMS. Certain plans or programs established by Hartford from
time to time may have different surrender privileges.
MORTALITY AND EXPENSE
RISK CHARGE
For assuming these risks under the Contracts, Hartford will make a daily charge
at the rate of 1.25% per annum against all Contract Values held in the
Sub-Accounts during the life of the Contract (estimated at .90% for mortality
and .35% for expense). 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 among Annuitants 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.
There are two types of mortality undertakings: those made during the
accumulation or deferral phase and those made during the annuity payout phase.
The mortality undertaking made by Hartford in the accumulation phase is that
Hartford may experience a loss resulting from the assumption of the mortality
risk relative to the guaranteed death benefit in event of the death of an
Annuitant or Contract Owner before commencement of Annuity payments, in periods
of declining value or in periods where the contingent deferred sales charges
would have been applicable. The mortality undertakings provided by Hartford
during the annuity payout phase are to make monthly Annuity payments (determined
in accordance with the 1983a Individual Annuity Mortality Table 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
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death benefit under the Contract. These 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 contractual
obligations. Hartford will bear the loss in such a situation.
During the accumulation phase, Hartford also provides an expense undertaking.
Hartford assumes the risk that the contingent deferred sales charges and the
Annual Maintenance Fee for maintaining the Contracts prior to the Annuity
Commencement Date may be insufficient to cover the actual cost of providing such
items.
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.
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, the Fixed Account, and the Sub-Account(s) thereunder. If during a
Contract Year the Contract is surrendered for its full value, Hartford will
deduct the Annual Maintenance Fee 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 Annual Maintenance Fee
is $30.00 per Contract Year for Contracts with less than $50,000 Contract Value
on the Contract Anniversary. Fees will be deducted on a pro rata basis according
to the value in each Sub-Account and the Fixed Account under a Contract.
WAIVERS OF THE ANNUAL MAINTENANCE FEE. Annual Maintenance Fees are waived for
Contracts with Contract Value equal to or greater than $50,000. In addition,
Hartford will waive one Annual Maintenance Fee for Contract Owners who own one
or more Contracts with a combined Contract Value of $50,000 up to $100,000. If
the Contract Owner has multiple contracts with a combined Contract Value of
$100,000 or greater, Hartford will waive the Annual Maintenance Fee on all
Contracts. However, Hartford reserves the right to limit the number of Annual
Maintenance Fee waivers to a total of six Contracts. Hartford reserves the right
to waive the Annual Maintenance Fee under other circumstances.
PREMIUM TAXES
Charges are also deducted for premium tax, if applicable, imposed by state or
other governmental entity. Certain states impose a premium tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase 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 taxing authorities, at the time the Contract is surrendered, at the
time a death benefit is paid, or at the time the Contract annuitizes.
SETTLEMENT PROVISIONS
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You select an Annuity Commencement Date and an Annuity option which may be on a
fixed or variable basis, or a combination thereof. The Annuity Commencement Date
will not be deferred beyond the Annuitant's 90th birthday (85th birthday in some
states, 100th birthday if sold as a Charitable Remainder Trust, where approved).
The Annuity Commencement Date and/ or the Annuity 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 allows the Contract Owner
to change the Sub-Accounts on which variable payments are based after payments
have commenced once every three (3) months. Any Fixed Annuity allocation may not
be changed.
ANNUITY OPTIONS
The Contract contains the four optional Annuity forms and the Annuity Proceeds
Settlement Option described below. Options 2, 4 and Annuity Proceeds Settlement
Option are 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 the Hartford. With respect to Non-Qualified Contracts, if
you do not elect otherwise, payments in most states will automatically begin at
the Annuitant's age 90 (with the exception of states that do not allow deferral
past age 85) under Option 2 with 120 monthly payments certain. For Qualified
Contracts and contracts issued
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in Texas, if you do not elect otherwise, payments will begin automatically at
the Annuitant's age 90 under Option 1 to provide a life Annuity.
Under any of the Annuity options excluding Options 4 and Annuity Proceeds
Settlement Option, no surrenders are permitted after Annuity payments commence.
Only full surrenders are allowed out of Option 4 and any such surrender will be
subject to contingent deferred sales charges, if applicable. Full or partial
withdrawals may be made from Annuity Proceeds Settlement Option at any time and
contingent deferred sales charges will not be applied.
OPTION 1: LIFE ANNUITY
A life Annuity is an Annuity payable during the lifetime of the Annuitant and
terminating with the last payment preceding the death of the Annuitant. This
option offers the largest payment amount of any of the life Annuity options
since there is no guarantee of a minimum number of payments nor a provision for
a death benefit payable to a Beneficiary.
It would be possible under this option for an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity payment,
two if he died before the date of the third Annuity payment, etc.
OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
This Annuity option is an Annuity payable monthly during the lifetime of an
Annuitant with the provision that payments will be made for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments have
been made for less than the minimum elected number of months, then the present
value as of the date of the Annuitant's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by Hartford.
OPTION 3: JOINT AND LAST SURVIVOR ANNUITY
An Annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Hartford, the Annuitant may elect that
the payment to the survivor be less than the payment made during the joint
lifetime of the Annuitant and a designated second person.
It would be possible under this option for an Annuitant and designated second
person to receive only one payment in the event of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.
OPTION 4: PAYMENTS FOR A DESIGNATED PERIOD
An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, surrender the contract and
receive, within seven days, the Termination Value of the Contract as determined
by Hartford.
In the event of the Annuitant's death prior to the end of the designated period,
the present value as of the date of the Annuitant's death, of any remaining
guaranteed payments will be paid in one sum to the Beneficiary or Beneficiaries
designated unless other provisions have been made and approved by Hartford.
Option 4 is an option that does not involve life contingencies and thus no
mortality guarantee. Charges made for the mortality undertaking under the
contracts thus provide no real benefit to a Contract Owner.
ANNUITY PROCEEDS SETTLEMENT OPTION
Proceeds from the Death Benefit may be left with Hartford for a period not to
exceed five 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 withdrawals may be made at any time. In the
event of withdrawals, the remaining value will equal the Contract Value of the
proceeds left with Hartford, minus any withdrawals.
Hartford may offer other annuity or settlement options from time to time.
THE ANNUITY UNIT AND VALUATION
The value of the Annuity Unit for each Sub-Account in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (See "Valuation of Accumulation Units,"
commencing on page 16) for the day for which the Annuity Unit value is being
calculated and (2) a factor to neutralize the assumed investment rate of 5.00%
per annum discussed below.
DETERMINATION OF PAYMENT AMOUNT
When Annuity payments are to commence, the value of the Contract is determined
as the sum of the value of the Fixed Account no earlier than the close of
business on the fifth Valuation Day preceding the date the first Annuity payment
is due plus 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.
The Contract provides for both fixed and variable annuitization. A fixed annuity
is an Annuity providing for guaranteed payments which remain fixed in amount
throughout the payment period and which do not vary with the investment
experience of a separate account. A variable annuity is an Annuity providing for
payments varying in amount in accordance with the investment experience of the
assets of the Separate Account.
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The Contract contains tables indicating the minimum dollar amount of the first
monthly payment under the optional forms of Annuity for each $1,000 of value of
a Sub-Account under a Contract. The first monthly payment varies according to
the form and type of Annuity selected. The Contract contains Annuity tables
derived from the 1983(a) Individual Annuity Mortality Table with ages set back
one year and with an assumed investment rate ("A.I.R.") of 3% per annum for the
Fixed Annuity and 5% per annum for the Variable Annuity.
The total first monthly variable Annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Sub-Account (less any
applicable Premium Taxes) by the amount of the first monthly payment per $1,000
of value obtained from the tables in the Contracts.
Fixed Annuity payments are determined at annuitization by multiplying the values
allocated to the Fixed Account (less applicable Premium Taxes) by a rate to be
determined by Hartford which is no less than the rate specified in the Annuity
tables in the Contract. The Annuity payment will remain level for the duration
of the Annuity.
The amount of the first monthly variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity payment period, and in each subsequent month
the dollar amount of the Variable Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.
THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE ANNUITY
PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
The Annuity Unit value used in calculating the amount of the variable Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date of
the Annuity payment.
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 29, 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, 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 "Value of Accumulation Units" commencing
on page 16). 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
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persons. Non-natural persons include corporations, trusts, limited liability
companies 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
are additional exceptions from current inclusion for (i) certain annuities held
by structured settlement companies, (ii) certain annuities held by an employer
with respect to a terminated qualified retirement plan and (iii) 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 incident to
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 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
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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 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 recipient 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 recipient'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 recipient (or the
joint lives or life expectancies of the recipient and the recipient'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 i. 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 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 i. 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
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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. 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, will 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. A recipient may elect not to have income taxes
withheld or 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 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 commencing on page 29 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.
26 - PROSPECTUS
<PAGE>
GENERAL MATTERS
--------------------------------------------------------------------
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 subject the assignment proceeds to income taxes and
certain penalty taxes. (See "Taxation of Annuities in General Non-Tax Qualified
Purchasers," page 23.)
MODIFICATION
Hartford reserves the right to modify the Contract, but only if such
modification: (i) 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 (ii) 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 (iii) is necessary to reflect a
change in the operation of the Separate Account or the Sub-Account(s) or (iv)
provides additional Separate Account options or (v) 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 in the Contract to reflect such modification.
DELAY OF PAYMENTS
There may be postponement of a surrender payment or death benefit whenever (a)
the New York Stock Exchange is closed, except for holidays or 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 or disposal of
securities not reasonably practicable.
VOTING RIGHTS
Hartford is the legal owner of all Fund shares 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 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 Portfolio shareholders' meeting if the shares
held for your account may be voted at such meetings. Hartford will also send
proxy materials and a form of instruction by means of which you can instruct
Hartford with respect to the voting of the Portfolio shares held for your
account.
In connection with the voting of Portfolio shares held by it, Hartford will
arrange for the handling and tallying of voting instructions received from
Contract Owners. Hartford as such, shall have no right, except as hereinafter
provided, to vote any Fund shares held by it hereunder which may be registered
in its name or the names of its nominees. Hartford will, however, vote the
Portfolio 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 voted, the Contract Owner may request Hartford to furnish
a proxy or otherwise arrange for the exercise of voting rights with respect to
the Portfolio shares held for such Contract Owner's account. In the event that
the Contract Owner gives no instructions or leaves the manner of voting
discretionary, Hartford will vote such shares of the appropriate Portfolio in
the same proportion as shares of that Portfolio for which instructions have been
received. During the Annuity period under a Contract, the number of votes will
decrease as the assets held to Portfolio Annuity benefits decrease.
DISTRIBUTION OF THE CONTRACTS
The securities will be sold by insurance and variable annuity agents of Hartford
who are registered representatives of Dean Witter Reynolds Inc. ("Dean Witter").
Dean Witter 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 7% of Premium
Payments. 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
27 - PROSPECTUS
<PAGE>
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.
OTHER CONTRACTS OFFERED
In addition to the Contracts described in this Prospectus, it is contemplated
that other forms of group or individual variable Annuities may be sold providing
benefits which vary in accordance with the investment experience of the Separate
Account.
CUSTODIAN OF SEPARATE
ACCOUNT ASSETS
The assets of the Separate Account are held by Hartford under a safekeeping
arrangement.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Separate Account is
a party.
LEGAL COUNSEL
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,
Senior Vice President, General Counsel and Secretary, Hartford Life and Annuity
Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.
EXPERTS
The audited financial statements included in this Prospectus and elsewhere in
the 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 financial
statements 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, CT 06102-5085
Telephone: (800) 862-6668
28 - PROSPECTUS
<PAGE>
APPENDIX I
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INFORMATION REGARDING TAX-QUALIFIED 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 APPLICABLE LIMITS, DISTRIBUTIONS PRIOR TO AGE 59 1/2 (SUBJECT TO
CERTAIN EXCEPTIONS), DISTRIBUTIONS WHICH DO NOT CONFORM TO APPLICABLE
COMMENCEMENT AND MINIMUM DISTRIBUTION RULES, AND CERTAIN OTHER TRANSACTIONS WITH
RESPECT TO TAX-QUALIFIED PLANS. THEREFORE, THIS SUMMARY DOES NOT ATTEMPT TO
PROVIDE MORE THAN GENERAL INFORMATION ABOUT THE TAX RULES ASSOCIATED WITH USE OF
A CONTRACT BY A TAX-QUALIFIED RETIREMENT PLAN. CONTRACT OWNERS, PLAN
PARTICIPANTS AND BENEFICIARIES ARE CAUTIONED THAT THE RIGHTS AND BENEFITS OF ANY
PERSON TO BENEFITS MAY BE CONTROLLED BY THE TERMS AND CONDITIONS OF THE
TAX-QUALIFIED RETIREMENT PLAN ITSELF, REGARDLESS OF THE TERMS AND CONDITIONS OF
A CONTRACT, BUT THAT HARTFORD IS NOT BOUND BY THE TERMS AND CONDITIONS OF SUCH
PLANS TO THE EXTENT SUCH TERMS CONFLICT WITH A CONTRACT, UNLESS HARTFORD
SPECIFICALLY CONSENTS TO BE BOUND. ADDITIONALLY, SOME TAX-QUALIFIED RETIREMENT
PLANS ARE SUBJECT TO DISTRIBUTION AND OTHER REQUIREMENTS WHICH ARE NOT
INCORPORATED INTO HARTFORD'S ADMINISTRATIVE PROCEDURES. CONTRACT 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 to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with tax-qualified
pension or profit-sharing 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, as
specified in Section 501(c)(3) of the Code, to purchase annuity contracts, and,
subject to certain limitations, to exclude such contributions from gross income.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of an employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code 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 an Eligible 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 or other tax-exempt organization. For
these purposes, the term "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. Generally, the limitation is 33 1/3% of includable compensation
(typically 25% of gross compensation) or, for 1998, $8,000 (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
29 - PROSPECTUS
<PAGE>
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 contracts or custodial accounts) for
the exclusive benefit of participants and their beneficiaries. Special
transition rules apply to such Eligible governmental 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 of the Code 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.
The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA plan
of an employer. 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 your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.
Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section 408A
of the Code. Contributions to a ROTH IRA are not deductible. Subject to special
limitations, a regular IRA may be converted into a ROTH IRA or a distribution
from a regular IRA may be rolled over to a ROTH IRA. However, a conversion or a
rollover from a regular IRA to a ROTH IRA is not excludable from gross income.
If certain conditions are met, qualified distributions from a ROTH IRA are
tax-free.
E. FEDERAL TAX PENALTIES AND WITHHOLDING
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 a tax-qualified plan before the Participant attains age
59 1/2 are generally subject to an additional penalty 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 homebuyer 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 discussed 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 generally must 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 the 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
30 - PROSPECTUS
<PAGE>
or exceed a "minimum distribution amount" which is determined by dividing the
account balance by the 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 retirement 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).
31 - PROSPECTUS
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<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, 1989 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>
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>
34 - PROSPECTUS
<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 Operations
P.O. Box 5085
Hartford, CT 06102-5085
Please send a Statement of Additional Information for the Dean Witter Select
Dimensions Variable Annuity to me at the following address:
- -------------------------------------------------------
Name
- -------------------------------------------------------
Address
- -------------------------------------------------------
City/State Zip Code
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT THREE
DEAN WITTER SELECT DIMENSIONS VARIABLE ANNUITY
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: Annuity Marketing Services, P.O. Box 5085,
Hartford, CT 06102-5085.
Date of Prospectus: May 1, 1998
Date of Statement of Additional Information: May 1, 1998
33-80732
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
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. . . . . . . . . . . . . . . . . . . . .
<PAGE>
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. Effective on January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. 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
EFFECTIVE
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- --------------------------- -------- ------ ---------------------
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness
and operating performance.
Standard & Poor's 1/23/98 AA Claims paying ability
Duff & Phelps 1/23/98 AA+ Claims paying ability
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 prospectus and elsewhere in
the 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
financial statements 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
<PAGE>
principles. The principal business address of Arthur Andersen LLP is One
Financial Plaza, Hartford, Connecticut 06103.
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 continous basis.
HSD is a wholly-owned subsidiary of Hartford Life Insurance Company. The
principal business address of HSD is the same as 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").
Commissions will be paid by Hartford and will not be more than 7% of premium
payments. From time to time, Hartford may pay or permit other promotion
incentives in cash or other compensation.
CALCULATION OF YIELD AND RETURN
YIELD OF THE MONEY MARKET PORTFOLIO SUB-ACCOUNT. As summarized in the
Prospectus under the heading "Performance Related Information," the yield of the
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" of a hypothetical account having a balance
of one unit at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and 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 dividends as declared by the underlying funds, less expense
and Contract 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 365/7 and subtracting 1 from the
result, according to the following formula:
Effective Yield = [(Base Period Return + 1) 365/7] - 1
THE MONEY MARKET PORTFOLIO SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO
<PAGE>
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.
SUB-ACCOUNTS YIELD EFFECTIVE YIELD
- ---------------------------- ----- ---------------
The Money Market Portfolio * 3.74 3.87
* Yield and effective yield for the seven day period ending December 31, 1997.
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 Fund 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 Fund.
THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.
Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges assessed
against a Contract Owner's account over the base period. Yield quotations based
on a 30 day period 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.
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.
<PAGE>
SUB-ACCOUNTS YIELD
- -------------------------------------------------- -----
The North American Government Securities Portfolio 2.46
The Diversified Income Portfolio 5.98
The High Yield Portfolio 0.00%
The Emerging Markets Debt Portfolio 0.00%
** Yield quotation based on a 30 day period ended December 31, 1997.
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.
For the fiscal year ended December 31, 1997, standardized average annual total
return quotations for the Sub-Accounts listed were as follows. No information is
shown for the High Yield Portfolio, the Mid-Cap Value Portfolio, the Emerging
Markets Debt Portfolio, the Strategic Stock Portfolio, and the Enterprise
Portfolio Sub-Accounts because as of December 31, 1997 the Sub-Accounts had not
yet commenced operations.
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997
10 YEAR OR
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- ---------------------------- ---------------- ------ ------ -------------
The North American Government
Securities Portfolio 11/8/94 -4.56% na -1.25%
The Diversified Income Portfolio 11/8/94 -2.18% na 1.44%
The Balanced Growth Portfolio 11/8/94 7.23% na 11.19%
The Utilities Portfolio 11/8/94 15.69% na 13.71%
<PAGE>
10 YEAR OR
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- ---------------------------- ---------------- ------ ------ -------------
The Dividend Growth Portfolio 11/8/94 15.37% na 22.76%
The Value Added Market Portfolio 11/8/94 15.37% na 16.07%
The Growth Portfolio 11/8/94 12.36% na 12.93%
The American Value Portfolio 11/8/94 21.09% na 20.50%
The MidCap Growth Portfolio 1/21/97 na na 5.33%
The Global Equity Portfolio 11/8/94 -1.85% na 4.07%
The Developing Growth Portfolio 11/8/94 3.19% na 18.54%
The Emerging Markets Portfolio 11/8/94 -9.13% na -1.12%
The Money Market Portfolio 11/8/94 -5.25% na -1.29%
The High Yield Portfolio na na na na
The MidCap Value Portfolio na na na na
The Emerging Markets Debt Portfolio na na na na
The Strategic Stock Portfolio na na na na
The Enterprise Portfolio na na na na
*Figures represent performance since inception for Sub-Accounts in existence for
less than 10 years, or performance for 10 years for Sub-Accounts in existence
for more than 10 years.
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 contingent deferred sales charge and the Annual Maintenance Fee
are 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 fiscal year ended December 31, 1997. No information
is shown for the High Yield Portfolio, the Mid-Cap Value Portfolio, the
Emerging Markets Debt Portfolio, the Strategic Stock Portfolio, and the
Enterprise Portfolio Sub-Accounts because as of December 31, 1997 the
Sub-Accounts had not yet commenced operations.
<PAGE>
NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997
10 YEAR OR
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- ---------------------------- ---------------- ------ ------ -------------
The North American Government
Securities Portfolio 11/8/94 4.44% na 4.03%
The Diversified Income Portfolio 11/8/94 6.82% na 6.63%
The Balanced Growth Portfolio 11/8/94 16.23% na 15.72%
The Utilities Portfolio 11/8/94 24.69% na 18.20%
The Dividend Growth Portfolio 11/8/94 24.37% na 26.70%
The Value Added Market Portfolio 11/8/94 24.37% na 20.42%
The Growth Portfolio 11/8/94 21.36% na 17.48%
The American Value Portfolio 11/8/94 30.09% na 24.56%
The MidCap Growth Portfolio 1/21/97 na na 14.33%
The Global Equity Portfolio 11/8/94 7.15% na 9.08%
The Developing Growth Portfolio 11/8/94 12.19% na 22.43%
The Emerging Markets Portfolio 11/8/94 -.13% na 4.27%
The Money Market Portfolio 11/8/94 3.75% na 3.99%
The High Yield Portfolio na na na na
The MidCap Value Portfolio na na na na
The Emerging Markets Debt Portfolio na na na na
The Strategic Stock Portfolio na na na na
<PAGE>
10 YEAR OR
SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- ---------------------------- ---------------- ------ ------ -------------
The Enterprise Portfolio na na na na
*Figures represent performance since inception for Sub-Accounts in existence for
less than 10 years, or performance for 10 years for Sub-Accounts in existence
for more than 10 years.
PERFORMANCE COMPARISONS
YIELD AND TOTAL RETURN. 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 performance. Index performance
is not representative of the performance of the Sub-Account to which it is
compared and is not adjusted for commissions and other costs. Portfolio
holdings of the Sub-Account will differ from those of the index to which it
is compared. Performance comparison indices include the following:
The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is
a commonly used measure of the rate of inflation. The index shows the
average change in the cost of selected consumer goods and services and does
not represent a return on an investment vehicle.
The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance. Its
performance figures reflect changes of market prices and reinvestment of all
distributions.
Lehman Brothers Corporate Bond Index is an unmanaged list of publicly
issued, fixed-rate, non-convertible investment-grade domestic corporate debt
securities frequently used as a general measure of the performance of
fixed-income securities. The average quality of bonds included in the index
may be higher than the average quality of those bonds in which a Sub-Account
customarily invests. The index does not include bonds in certain of the
lower rating classifications in which the Fund may invest. The performance
figures of the index reflect changes in market prices and reinvestment of all
interest payments.
The Lehman Brothers 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 Lehman Brothers 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 index does not include bonds in certain of the
lower-rating classifications in which a Sub-Account may invest. Its
performance figures reflect changes in market prices and reinvestment of all
interest payments.
<PAGE>
Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with
all values expressed in U.S. dollars. Performance figures reflect changes in
market prices and reinvestment of distributions net of withholding taxes.
The securities in the index change over time to maintain representativeness.
The NASDAQ-OTC Industrial Average (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. Its performance figures reflect changes of market
prices but do not reflect reinvestment of cash dividends.
Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged
list of publicly traded corporate bonds having a rating of at least AA by
Standard & Poor's or Aa by Moody's and is frequently used as general measure
of the performance of fixed-income securities. The average quality of bonds
included in the index may be higher than the average quality of those bonds
in which PCM High Yield customarily invests. The index does not include
bonds in certain of the lower rating classifications in which the Fund may
invest. Performance figures for the index reflect changes of market prices
and reinvestment of all distributions.
The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years. Performance figures for the index reflect changes of market prices
and reinvestment of all interest payments.
The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") is a
market value-weighted and unmanaged index showing 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 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. Its performance
figures reflect changes of market prices and reinvestment of all regular cash
dividends.
The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility
stocks. The Index assumes reinvestment of all distributions and reflects
changes in market prices but does not take into account brokerage commissions
or other fees.
<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>
- --------------------------------------------------------------------------------
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>
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)
(3) (b) Form of Dealer Agreement. (2)
(4) Form of Individual Flexible Premium Variable Annuity. (1)
(5) Form of Application. (1)
(6) (a) Certificate of Incorporation of Hartford.
(6) (b) Bylaws of Hartford. (2)
(7) Not applicable.
(8) Participation Agreement. (1)
(9) Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.
(10) Consent of Arthur Andersen LLP, Independent Public Accountants.
(11) No financial statements are omitted.
(12) Not applicable.
(13) Not applicable
(14) Not applicable
- --------------
(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.
<PAGE>
-2-
(15) Copy of Power of Attorney.
(16) Organizational Chart.
Item 25. Directors and Officers of the Depositor
NAME, AGE POSITION WITH HARTFORD
---------------------- --------------------------------------------
Wendell J. Bossen Vice President
Gregory A. Boyko Senior Vice President, Chief Financial
Officer, and Treasurer, Director*
Peter W. Cummins Senior Vice President
Ann M. deRaismes Senior Vice President
James R. Dooley Vice President
Timothy M. Fitch Vice President
David T. Foy Vice President
J. Richard Garrett Vice President and Assistant Treasurer
Donald J. Gillette Vice President
John P. Ginnetti Executive Vice President
William A. Godfrey, III Senior Vice President
Lynda Godkin Senior Vice President, General
Counsel, and Corporate Secretary,
Director*
Lois W. Grady Senior Vice President
Christopher Graham Vice President
Mark E. Hunt Vice President
Stephen T. Joyce Vice President
Michael D. Keeler Vice President
Robert A. Kerzner Senior Vice President
David N. Levenson 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*
<PAGE>
-3-
NAME, AGE POSITION WITH HARTFORD
---------------------- --------------------------------------------
Steven L. Matthiesen Vice President
Michael C. O'Halloran Vice President
Daniel E. O'Sullivan Vice President
Craig D. Raymond Senior Vice President and Chief
Actuary
David T. Schrandt Vice President
Lowndes A. Smith President and Chief Executive
Officer, Director*
Raymond P. Welnicki Senior Vice President
Walter C. Welsh Senior Vice President
Lizabeth H. Zlatkus Senior Vice President
David M. Znamierowski Senior 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 February 28, 1998, there were 21,695 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
<PAGE>
-4-
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.
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 only a director that was successful on the merits in a suit, under
Article VIII, Section 2 of the Registrant's bylaws, the Registrant must
indemnify both directors and officers of the Registrant who are parties or
threatened to be parties to a legal proceeding by reason of his being or having
been a director or officer of the Registrant for any expenses 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 company, and with respect to criminal proceedings, had no
reason to believe his conduct was unlawful. Unless otherwise mandated by a
court, no indemnification shall be made if such officer or director is adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Registrant.
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 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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
(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 &
Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Unless otherwise indicated, the principal business address of each
of the above individuals is P. O. Box 2999, Hartford, Connecticut
06104-2999.
Item 30. Location of Accounts and Records
All 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.
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.
<PAGE>
-6-
(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 Contracts 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 Council of Life
Insurance, Ref. No. IP-6-88, November 28, 1988. The Registrant has
complied with conditions one through four of the no-action letter.
33-80732
IHLA/Sep. Acct. Three - DW
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and duly caused this Registration Statement to be
signed on its behalf, in the City of Hartford, and State of Connecticut on
this 10th day of April, 1998.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY --
SEPARATE ACCOUNT THREE
(Registrant)
*By: /s/ Thomas M. Marra *By: /s/ Lynda Godkin
----------------------------------- --------------------------------
Thomas M. Marra, Lynda Godkin
Executive Vice President 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, as amended, this
Registration Statement has been signed below by the following persons and in
the capacity and on the date indicated.
Gregory A. Boyko, Senior Vice
President, Chief Financial Officer
& Treasurer, Director*
Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary*
Thomas M. Marra, Executive Vice
President, Director*
Lowndes A. Smith, President &
Chief Operating Officer, Director*
David M. Znamierowski, Senior
Vice President, Director* By: /s/ Lynda Godkin
--------------------------------
Lynda Godkin
Attorney-In-Fact
DW/HL/33-80732 Dated: April 10, 1998
<PAGE>
EXHIBIT INDEX
(6)(a) Certificate of Incorporation of Hartford
(9) Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary
(10) Consent of Arthur Andersen LLP, Independent Public Accountants
(15) Copy of Power of Attorney
<PAGE>
EXHIBIT 6(a)
FILING #0001734855 PG 03 OF OS VOL B-00133
FILED 07/11/1997 11:32 AM PAGE 03683
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
FIRST AMENDMENT TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION BY ACTIONS OF THE
BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER
1. The name of the Corporation is ITT Hartford Life and Annuity Insurance
Company (the "Company").
2. The Amended and Restated Certificate of Incorporation of the Company (the
"Certificate of Incorporation") is further amended by the following
resolution:
RESOLVED, that the Certificate of Incorporation be further amended
by deleting Section 1 in its entirety and replacing it with the
following, such amendment to become effective at January 1, 1998.
All other sections of the Certificate of Incorporation shall remain
unchanged and continue in full force and effect:
Section 1. Effective January 1, 1998, the name of the Company
is HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.
3. The above resolution was adopted by each of the Company's Board of
Directors and its sole shareholder. The number of shares of the Company's
common capital stock entitled to vote thereon was 3,000 and the vote
required for adoption was 2,000 shares. The vote favoring adoption was
3,000 shares, which was the greatest vote required to pass the resolution.
Dated at Simsbury, Connecticut this 30 day of June, 1997.
We hereby declare, under penalty of false statement, that the statements made
in the foregoing Certificate are true.
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
/s/ Thomas M. Marra
-----------------------------------------
Thomas M. Marra, Executive Vice President
/s/ Lynda Godkin
-----------------------------------------
Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary
<PAGE>
FILING #0001681641 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:00 AM PAGE 00897
SECRETARY OF STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE AMENDING
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER
1. The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY.
2. The Amended and Restated Certificate of Incorporation is amended by the
following resolution of each of the Board of Directors and the Sole
Shareholder:
RESOLVED, that the Amended and Restated Certificate of
Incorporation of the Company, as supplemented and amended to
date, is hereby amended by striking out Section 9 in its entirety
and adding the following Sections 9 and 10. All other sections
of the Amended and Restated Certificate of Incorporation shall
remain unchanged and continue in full force and effect.
"Section 9. The Board of Directors may, at any time, appoint
from among its own members such committees as it
may deem necessary for the proper conduct of the
business of the Company. The Board of Directors
shall be unrestricted as to the powers it may
confer upon such committees."
"Section 10. So much of the charter of said corporation, as
amended, as is inconsistent herewith is repealed,
provided that such repeal shall not invalidate or
otherwise affect any action taken pursuant to the
charter of the corporation, in accordance with its
terms, prior to the effective date of such
repeal."
3. The above resolutions were passed by the Board of Directors and the Sole
Shareholder of the Corporation. The number of shares of the Corporation's
common capital stock entitled to vote thereon was 3,000 and the vote
required for adoption was 2,000 shares. The vote favoring adoption was
3,000 shares, which was the greatest vote required to pass the resolution.
<PAGE>
2
Dated at Simsbury, Connecticut this 30th day of December, 1996.
We hereby declare, under penalty of false statement, that the statements made in
the foregoing Certificate are true.
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
/s/Thomas M. Marra
------------------------------------
Thomas M. Marra, Executive Vice
President and Director - Individual
Life and Annuity Division
/s/Lynda Godkin
------------------------------------
Lynda Godkin, General Counsel and
Corporate Secretary
<PAGE>
CERTIFICATE AMENDING AND RESTATING
THE CERTIFICATE OF INCORPORATION BY
ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS
The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.
2. The Certificate of Incorporation is amended and restated by the following
resolution of the Board of Directors and Shareholder of the Corporation.
RESOLVED, that the Certificate of Incorporation of the Corporation, as
supplemented and amended to date, is further amended and restated to read
as follows:
Section 1. The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY.
Section 2. The address of the Registered Office of the Corporation is
Hartford Plaza, Hartford, Connecticut 06104-2999.
Section 3. The Corporation is a body politic and corporate and shall
have all the powers granted by the general statutes, as now
enacted or hereinafter amended, to corporations formed under
the Stock Corporation Act.
Section 4. The Corporation shall have the purposes and powers to write
any and all forms of insurance which any other corporation
now or hereafter chartered in Connecticut and empowered to
do an insurance business may now or hereafter lawfully do;
to accept and to cede reinsurance; to issue policies and
contracts for any kind or combination of kinds of insurance;
to issue policies or contracts either with or without
participation in profits; to acquire and hold any or all of
the shares or other securities of any insurance corporation
or any other kind of corporation; and to engage in any
lawful act or activity for which corporations may be formed
under the Stock Corporation Act. The corporation is
authorized to exercise the powers herein granted in any
state, territory or jurisdiction of the United States or
in any foreign country.
Section 5. The Corporation shall obtain a license from the insurance
commissioner prior to the commencement of business and
shall be subject to all general statutes applicable to
insurance companies.
Section 6. The aggregate number of shares which the corporation shall
have authority to issue is 3,000 shares consisting of one
class only, designated as Common Shares, of the par value
of $1,250.
Section 7. No shareholder shall, because of his ownership of shares,
have a preemptive or other right to purchase, subscribe for,
or take any part of any shares or any
<PAGE>
2
part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase
shares of this corporation issued, optioned, or sold by it
after its incorporation.
Section 8. The minimum amount of stated capital with which the
corporation shall commence business is One Thousand
Dollars ($1,000.00).
Section 9. So much of the charter of said corporation is amended, as is
inconsistent herewith is repealed, provided such repeal shall
not invalidate or otherwise affect any action taken pursuant
to the charter of the corporation, in accordance with its
terms, prior to the effective date of such repeal.
3. The above resolution was passed by the Board of Directors and the
Shareholder of the Corporation. The number of shares entitled to vote
thereon was 3,000 and the vote required for adoption was 2,000 shares.
The vote favoring adoption was 3,000 which was the greatest vote needed to
pass the resolution.
Dated at Simsbury, Connecticut this 30th day of April, 1996.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing Certificate are true.
ITT HARTFORD LIFE AND
ANNUITY INSURANCE COMPANY
/s/ Lowndes A. Smith
---------------------------------
Lowndes A. Smith, President
/s/ Lynda Godkin
----------------------------------
Lynda Godkin, General Counsel
and Corporate Secretary
<PAGE>
EXHIBIT 9
THE [LOGO]
HARTFORD
April 10, 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
FILE NO. 33-80732
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 Three (the "Account") in connection with the
registration of an indefinite amount of securities in the form of 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
April 10, 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 or made a part of this
Registration Statement File No. 33-80732 for Hartford Life and Annuity
Insurance Company Separate Account Three on Form N-4.
/s/ Arthur Andersen LLP
Hartford, Connecticut
April 13, 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
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
THE HARTFORD
The Hartford Financial Services Group, Inc.
(Delaware)
|
- -------------------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company |
(Connecticut) Hartford Investment
| Services, Inc.
Hartford Accident and Indemnity Company (Connecticut)
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Services Life Insurance Company Life Insurance Holdings, Inc.
Company Insurance Co. (Connecticut) Company (Canada)
(New Jersey) (Connecticut) | (Connecticut) |
| | |
| AML Financial, Inc. |
| (Connecticut) Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity ITT Hartford International Hartford Financial Services Royal Life
Insurance Company Life Reassurance Corporation Corporation Insurance
(Connecticut) (Connecticut) (Delaware) Company of
| | America
| | (Connecticut)
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities Hartford-Comp. Emp.
America Company, Inc. Advisors, Inc. Equity Sales Distribution Benefit Service
1993-K, Inc. (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Delaware) | (Connecticut) (Connecticut) (Connecticut)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>
