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EXHIBIT (a)(1)(B)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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HARTFORD LIFE, INC.
(NAME OF SUBJECT COMPANY)
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HARTFORD LIFE, INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
4165924
(CUSIP NUMBER OF CLASS OF SECURITIES)
XXXXX XXXXXX, ESQ.
HARTFORD LIFE, INC.
000 XXXXXXXXX XXXXXX
XXXXXXXX, XXXXXXXXXXX 00000
TELEPHONE: (000) 000-0000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
WITH COPIES TO:
XXXX X. XXXXXXX, ESQ. XXXXXX X. XXXXXXX, XX., ESQ.
XXXXXXX X. XXXXXXX, ESQ. CRAVATH, XXXXXX & XXXXX
XXXXXXX XXXX & XXXXXXXXX 000 XXXXXX XXXXXX
000 XXXXXXX XXXXXX XXX XXXX, XXX XXXX 00000
XXX XXXX, XXX XXXX 00000 TELEPHONE: (000) 000-0000
TELEPHONE: (000) 000-0000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.
NAME AND ADDRESS.
The name of the subject company is Hartford Life, Inc., a Delaware
corporation ("Hartford Life"). The address of the principal executive offices of
Hartford Life is 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, and its
telephone number is (000) 000-0000.
SECURITIES.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement (this "Statement") relates is the Class A
Common Stock, par value $.0l per share (the "Shares"), of Hartford Life. As of
May 16, 2000, there were 26,037,634 Shares (including 213,072 Shares of
restricted stock) issued and outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
NAME AND ADDRESS.
The name, business address and business telephone number of Hartford Life,
which is the subject company and the person filing this Statement, are set forth
in Item 1 above.
TENDER OFFER.
This Statement relates to the tender offer by Hartford Fire Insurance
Company, a Connecticut corporation ("Purchaser") and a wholly owned subsidiary
of The Hartford Financial Services Group, Inc., a Delaware corporation
("Parent"), to purchase all outstanding Shares at a purchase price of $50.50 per
Share, net to the seller in cash (less any required withholding taxes), without
interest thereon, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 24, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (the "Letter of Transmittal," which, together with
the Offer to Purchase, as they may be amended or supplemented from time to time,
constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2)
herewith, respectively, and are incorporated herein by reference in their
entirety. Parent and its subsidiaries already own 100% of the Class B Common
Stock, par value $.0l per share, of Hartford Life, which constitutes
approximately 81.5% of the outstanding Hartford Life common stock. The Offer is
described in a Tender Offer Statement on Schedule TO (which includes the
information required to be reported under Rule 13e-3) dated May 24, 2000 (the
"Schedule TO"), which was filed with the Securities and Exchange Commission on
May 24, 2000.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of May 18, 2000 (the "Merger Agreement"), by and among Parent, Purchaser, HLI
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Purchaser ("Merger Sub"), and Hartford Life. Following the consummation of the
Offer and the satisfaction or waiver of certain conditions, Hartford Life will
merge with Merger Sub (the "Merger"). Hartford Life will continue as the
surviving corporation. In the Merger, each outstanding Share (other than Shares
owned (or held in the treasury) by Hartford Life or any of its wholly owned
subsidiaries, or owned by Parent, Purchaser or Merger Sub or held by
stockholders who perfect and do not withdraw or otherwise lose their appraisal
rights under Delaware law or restricted shares issued pursuant to Hartford
Life's stock plans) will be converted into the right to receive the merger
consideration, which will be $50.50 per Share, net to the seller in cash (less
any required withholding taxes), or any higher price paid per Share in the
Offer. A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is
incorporated herein by reference in its entirety.
The Schedule TO states that the principal executive offices of Parent and
Purchaser are located at Hartford Plaza, Hartford, Connecticut 06115, and the
telephone number of each is (000) 000-0000.
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ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
CONFLICTS OF INTEREST.
Except as described or referred to in this Item 3, there exists on the date
hereof no material agreement, arrangement or understanding and no actual or
potential material conflict of interest between Hartford Life or its affiliates
and either (i) Hartford Life, its executive officers, directors or affiliates or
(ii) the Purchaser, Parent, Merger Sub or any of their respective executive
officers, directors or affiliates.
1. CERTAIN ARRANGEMENTS BETWEEN HARTFORD LIFE AND ITS EXECUTIVE OFFICERS,
DIRECTORS AND AFFILIATES.
Proxy Statement Disclosures. Certain contracts, agreements, arrangements
and understandings between Hartford Life and its executive officers, directors
and affiliates are described in Items 10 through 13, inclusive, of Hartford
Life's Form 10-K/A for the year ended December 31, 1999. Items 10 through 13,
inclusive, of the Form 10-K/A are filed herewith as Exhibit (e)(2) and are
incorporated herein by reference. The information incorporated by reference is
considered to be a part of this Statement, except for any information that is
superseded by information included directly in this Statement.
Company Benefit Plans. The information set forth under "INTRODUCTION,"
"SPECIAL FACTORS -- Background of the Offer," "SPECIAL FACTORS -- Recommendation
of the Special Committee and the Company Board; Fairness of the Offer and the
Merger," "SPECIAL FACTORS -- Opinion of the Financial Advisor," "SPECIAL
FACTORS -- Interests of Certain Persons in the Offer and the Merger," "SPECIAL
FACTORS -- The Merger Agreement," "SPECIAL FACTORS -- Beneficial Ownership of
Common Stock," "SPECIAL FACTORS -- Transactions and Arrangements Concerning the
Shares," "SPECIAL FACTORS -- Related Party Transactions," "THE TENDER
OFFER -- Section 7. Certain Information Concerning the Company" and "THE TENDER
OFFER -- Section 8. Certain Information Concerning Parent and Purchaser" in the
Offer to Purchase is incorporated herein by reference.
2. CERTAIN ARRANGEMENTS BETWEEN HARTFORD LIFE AND PARENT.
The information set forth under "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Offer," "SPECIAL FACTORS -- Recommendation of the
Special Committee and the Company Board; Fairness of the Offer and the Merger,"
"SPECIAL FACTORS -- Opinion of the Financial Advisor," "SPECIAL FACTORS -- The
Merger Agreement," "SPECIAL FACTORS -- Beneficial Ownership of Common Stock,"
"SPECIAL FACTORS -- Transactions and Arrangements Concerning the Shares,"
"SPECIAL FACTORS -- Related Party Transactions," "THE TENDER OFFER -- Section 7.
Certain Information Concerning the Company" and "THE TENDER OFFER -- Section 8.
Certain Information Concerning Parent and Purchaser" in the Offer to Purchase is
incorporated herein by reference.
3. INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER.
In considering the recommendations of the Hartford Life Board and the
Special Committee of independent Hartford Life directors with respect to the
Offer, the Merger and the Merger Agreement and the fairness of the consideration
to be received in the Offer and the Merger, stockholders should be aware that
certain officers and directors of Parent, Purchaser and Hartford Life have
interests in the Offer and the Merger which are described in the sections of the
Offer to Purchase listed below and which may present them with certain potential
conflicts of interest.
The information contained under "SPECIAL FACTORS -- Interests of Certain
Persons in the Offer and the Merger," "SPECIAL FACTORS -- Beneficial Ownership
of Common Stock," "SPECIAL FACTORS -- Transactions and Arrangements Concerning
the Shares," and "SPECIAL FACTORS -- Related Party Transactions" in the Offer to
Purchase is incorporated herein by reference.
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The Special Committee and the Hartford Life Board were aware of these
actual and potential conflicts of interest and considered them along with the
other matters described below in Item 4, "The Solicitation or
Recommendation -- Reasons for the Recommendation."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
RECOMMENDATION.
Recommendation of the Special Committee. At a meeting held on May 17,
2000, the Special Committee (i) unanimously determined that the terms of each of
the Offer, the Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of Hartford Life's stockholders
(other than Parent, Purchaser and Merger Sub); (ii) unanimously determined to
recommend that the Hartford Life Board approve the Merger Agreement and the
transactions contemplated by the Merger Agreement; and (iii) unanimously
determined to recommend that Hartford Life's stockholders accept the Offer and
tender their Shares pursuant to the Offer and, if applicable, adopt the Merger
Agreement.
Recommendation of the Hartford Life Board. At a meeting held on May 17,
2000, after hearing the Special Committee's recommendation, the Hartford Life
Board, by unanimous vote of all directors and based on, among other things, the
recommendation of the Special Committee, (i) determined that the terms of each
of the Offer, the Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of Hartford Life's stockholders
(other than Parent, Purchaser and Merger Sub); (ii) approved the Merger
Agreement and the transactions contemplated by the Merger Agreement; and (iii)
recommended that Hartford Life's stockholders accept the Offer and tender their
Shares pursuant to the Offer and adopt the Merger Agreement. ACCORDINGLY, THE
HARTFORD LIFE BOARD RECOMMENDS THAT THE STOCKHOLDERS OF HARTFORD LIFE ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER AND, IF APPLICABLE, ADOPT
THE MERGER AGREEMENT.
A letter to the stockholders of Hartford Life, a letter to brokers,
dealers, commercial banks, trust companies and other nominees, a letter to
clients for use by brokers, dealers, commercial banks, trust companies and other
nominees communicating the Hartford Life Board's recommendation, press releases
announcing the Offer and the Merger and letters instructing participants in The
Hartford Investment and Savings Plan and the 1997 Hartford Life, Inc. Employee
Stock Purchase Plan are filed herewith as Exhibits (a)(3), (a)(4), (a)(5),
(a)(6), (a)(7), (a)(8) and (a)(9), respectively, and are incorporated herein by
reference.
The Hartford Life Board's recommendation is based in part on the oral
opinion (which was subsequently confirmed in writing) delivered by Xxxxxxx Xxxxx
Xxxxxx Inc. ("Xxxxxxx Xxxxx Xxxxxx") to the Special Committee on May 17, 2000,
to the effect that, as of such date and based on and subject to the assumptions
and limitations described in the opinion, the price per Share of $50.50 to be
received pursuant to the Offer and the Merger by Hartford Life stockholders
(other than Parent and its affiliates) was fair, from a financial point of view,
to such stockholders. The full text of the written opinion, which sets forth the
assumptions made, the procedures followed, the matters considered and the
limitations on the review undertaken by Xxxxxxx Xxxxx Xxxxxx, is filed herewith
as Exhibit (a)(10) and is incorporated herein by reference.
REASONS FOR THE RECOMMENDATION.
The reasons for the recommendation stated in this Item 4 are set forth
under "INTRODUCTION," "SPECIAL FACTORS -- Background of the Offer," "SPECIAL
FACTORS -- Recommendation of the Special Committee and the Board; Fairness of
the Offer and the Merger" and "SPECIAL FACTORS -- Opinion of the Financial
Advisor" in the Offer to Purchase, and are incorporated herein by reference.
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INTENT TO TENDER.
To the best knowledge of Hartford Life, after making reasonable inquiry,
each of Hartford Life's executive officers, directors, affiliates and
subsidiaries, other than those individuals, if any, for whom the tender of
Shares could cause them to incur liability under the provisions of Section 16(b)
of the Securities Exchange Act of 1934, as amended, or to the extent their
Shares are restricted shares, and other than those individuals who intend to
make charitable contributions of Shares, currently intends to tender pursuant to
the Offer or sell all Shares held of record or beneficially owned by them as of
the date hereof.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information contained under "SPECIAL FACTORS -- Background of the
Offer," "SPECIAL FACTORS -- Recommendation of the Special Committee and the
Board; Fairness of the Offer and the Merger" and "SPECIAL FACTORS -- Opinion of
the Financial Advisor" in the Offer to Purchase is incorporated herein by
reference.
Neither Hartford Life nor any person acting on its behalf has employed,
retained or compensated, or currently intends to employ, retain or compensate,
any person to make solicitations or recommendations to the stockholders of
Hartford Life on its behalf with respect to the Offer or the Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "SPECIAL FACTORS -- Transactions and
Arrangements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference.
Except as set forth in this Item 6, no transactions in the Shares during
the past 60 days have been effected by Hartford Life or, to the best of Hartford
Life's knowledge, by any executive officer, director, affiliate or subsidiary of
Hartford Life.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as described or referred to in this Statement, no negotiation is
being undertaken or engaged in by Hartford Life which relates to or would result
in (i) a tender offer or other acquisition of the Shares by Hartford Life, any
of its subsidiaries or any other person, (ii) an extraordinary transaction, such
as a merger, reorganization, or liquidation, involving Hartford Life or any of
its subsidiaries, (iii) a purchase, sale, or transfer of a material amount of
assets by Hartford Life or any of its subsidiaries or (iv) any material change
in the present dividend rate or policy, or indebtedness or capitalization of
Hartford Life.
Except as described or referred to in this Statement, there are no
transactions, Hartford Life Board resolutions, agreements in principle, or
signed contracts entered into in response to the Offer that would relate to one
or more of the matters referred to in this Item 7.
ITEM 8. ADDITIONAL INFORMATION.
The information contained in the Offer to Purchase filed as Exhibit (a)(1)
herewith is incorporated herein by reference.
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ITEM 9. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase dated May 24, 2000.*+
(a)(2) Letter of Transmittal.*+
(a)(3) Letter from the Chairman of Hartford Life to Hartford Life's
Stockholders, dated May 24, 2000.+
(a)(4) Letter from the Dealer Managers to Brokers, Dealers,
Commercial Banks, Trust Companies, and Nominees.*
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Nominees.*
(a)(6) Text of press release issued by Parent, dated May 18, 2000.*
(a)(7) Text of press release issued by Hartford Life, dated May 18,
2000.*
(a)(8) Instruction Letter to Participants in The Hartford
Investment and Savings Plan.*
(a)(9) Instruction Letter to Participants in the 1997 Hartford
Life, Inc. Employee Stock Purchase Plan.*
(a)(10) Opinion of Xxxxxxx Xxxxx Xxxxxx Inc., dated May 17, 2000
(included as Annex A hereto).+
(e)(1) Agreement and Plan of Merger dated as of May 18, 2000, among
Parent, Purchaser, Merger Sub and Hartford Life.*
(e)(2) Items 10 through 13 of the Form 10-K/A of Hartford Life for
the year ended December 31, 1999 (incorporated by reference
to the Form 10-K/A of Hartford Life, filed on April 28, 2000
(File No. 1-12749)).
(e)(3) Amended and Restated Certificate of Incorporation of
Hartford Life, Inc. as amended (incorporated by reference to
Exhibit 3.1 of the Form S-1 of Hartford Life, Inc. dated
February 10, 1997 (Registration No. 333-21459)).
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* Incorporated by reference to the Schedule TO filed by Xxxxxx and Purchaser on
May 24, 2000.
+ Mailed to Hartford Life's stockholders.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
HARTFORD LIFE, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
Dated: May 24, 2000
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ANNEX A
May 17, 2000
Special Committee of the Board of Directors
Hartford Life, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the Class A Common Stock, par value $0.01 per share
(the "Company Class A Stock"), of Hartford Life, Inc. (the "Company"), other
than The Hartford Financial Services Group, Inc. (the "Parent") and its
affiliates, of the consideration to be received by such holders in connection
with the proposed acquisition by Parent of all outstanding shares of Company
Class A Stock as contemplated by the Agreement and Plan of Merger (the
"Agreement") to be entered into by and among the Company, Parent, Hartford Fire
Insurance Company ("Purchaser"), a wholly owned subsidiary of Parent, and HLI
Acquisition, Inc. ("MergerSub"), a wholly owned subsidiary of Purchaser.
As more specifically set forth in the Agreement, and subject to the terms
and conditions thereof, (i) Parent will cause Purchaser to commence a tender
offer (the "Proposed Tender Offer") to purchase all outstanding shares of
Company Class A Stock, at a purchase price of $50.50 per share, net to the
seller in cash (the "Per Share Amount"), and (ii) following consummation of the
Proposed Tender Offer, MergerSub will be merged with and into the Company (the
"Proposed Merger" and, together with the Proposed Tender Offer, the "Proposed
Transaction") and each then outstanding share of Company Class A Stock (other
than certain shares specified in the Agreement) will be converted into the right
to receive, in cash, the Per Share Amount, or any higher price that may have
been paid pursuant to the Proposed Tender Offer.
In arriving at our opinion, we reviewed the Agreement, dated as of May 18,
2000, and held discussions with certain senior officers, directors and other
representatives and advisors of the Company and certain senior officers and
other representatives and advisors of Parent concerning the businesses,
operations and prospects of the Company. We examined certain publicly available
business and financial information relating to the Company as well as certain
financial forecasts and other information and data for the Company which were
provided to or otherwise discussed with us by the management of the Company and
Parent. We reviewed the financial terms of the Proposed Transaction as set forth
in the Agreement in relation to, among other things: current and historical
market prices and trading volumes of Company Class A Stock; the historical and
projected earnings and other operating data of the Company; and the
capitalization and financial condition of the Company. We considered, to the
extent publicly available, the financial terms of certain other similar
transactions recently effected that we considered relevant in evaluating the
Proposed Transaction and analyzed certain financial, stock market and other
publicly available information relating to the businesses of other companies
whose operations we considered relevant in evaluating those of the Company. We
also have taken into consideration that Parent owns all of the outstanding
shares of the Class B Common Stock, par value $0.01 per share, of the Company,
which represents approximately 81% of the outstanding shares of the common stock
of the Company. In addition to the foregoing, we conducted such other analyses
and examinations and considered such other information and financial, economic
and market criteria as we deemed appropriate in arriving at our opinion.
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed by
or discussed with us and have further relied upon the assurances of management
of the Company and Parent that they are not aware of any facts that
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would make any of such information inaccurate or misleading. With respect to
financial forecasts and other information and data provided to or otherwise
reviewed by or discussed with us, we have been advised by the management of the
Company and Parent that such forecasts and other information and data were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the management of the Company and Parent as to the future
financial performance of the Company. We express no view with respect to such
forecasts and other information and data or the assumptions on which they were
based. We have not made or been provided with an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of the Company
nor have we made any physical inspection of the properties or assets of the
Company. We have further assumed that the Proposed Transaction will be
consummated in accordance with the terms of the Agreement, without waiver of any
of the conditions precedent to the Proposed Tender Offer or the Proposed Merger
contained in the Agreement. For purposes of this opinion, we have assumed that
the consideration paid per share of Company Class A Stock in the Proposed
Transaction will be the Per Share Amount.
We were not requested to consider, and our opinion does not address, the
relative merits of the Proposed Transaction as compared to any alternative
business strategies that might exist for the Company or the effect of any other
transaction in which the Company might engage. Our opinion necessarily is based
upon information available to us and financial, stock market and other
conditions and circumstances existing and disclosed to us as of the date hereof.
Xxxxxxx Xxxxx Xxxxxx Inc. is acting as financial advisor to the Special
Committee of the Board of Directors of the Company in connection with the
Proposed Transaction and will receive a fee for our services, a significant
portion of which is contingent upon consummation of the Proposed Transaction. We
have in the past provided investment banking services to the Company and Parent
unrelated to the Proposed Transaction, for which we have received compensation.
In the ordinary course of our business, we and our affiliates may actively trade
or hold the securities of the Company and Parent for our own account or for the
account of our customers and, accordingly, may at any time hold a long or short
position in such securities. Xxxxxxx Xxxxx Xxxxxx Inc. and its affiliates
(including Citigroup Inc. and its affiliates) may maintain relationships with
the Company, Parent and their respective affiliates.
Our advisory services and the opinion expressed herein are provided for the
information of the Special Committee of the Board of Directors of the Company in
its evaluation of the Proposed Transaction and our opinion is not intended to be
and does not constitute a recommendation of the Proposed Transaction to the
Company or a recommendation to any stockholder as to whether such stockholder
should tender shares of Company Class A Stock in the Proposed Tender Offer or
how such stockholder should vote on any matters relating to the Proposed Merger.
Based upon and subject to the foregoing, our experience as investment
bankers, our work as described above and other factors we deemed relevant, we
are of the opinion that, as of the date hereof, the consideration to be received
in the Proposed Transaction by the holders of Company Class A Stock (other than
Parent and its affiliates) is fair, from a financial point of view, to such
holders.
Very truly yours,
/s/ XXXXXXX XXXXX XXXXXX INC.
XXXXXXX XXXXX XXXXXX INC.
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