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EXHIBIT (a)(3)
[HARTFORD LIFE, INC. LETTERHEAD]
May 24, 2000
Dear Stockholder:
On May 18, 2000, Hartford Life, Inc., The Hartford Financial Services
Group, Inc., Hartford Fire Insurance Company ("Purchaser"), a wholly owned
subsidiary of The Hartford and the holder of approximately 81.5% of Hartford
Life's outstanding common stock, and HLI Acquisition, Inc., a wholly owned
subsidiary of Purchaser, entered into a merger agreement providing for the
acquisition of all of the outstanding Class A Common Stock of Hartford Life at
$50.50 per share, net to the seller in cash (less any required withholding
taxes), without interest thereon.
Purchaser has today commenced a cash tender offer for all outstanding
shares of Class A Common Stock, at a price of $50.50 per share, in cash (less
any required withholding taxes), without interest thereon. The merger agreement
provides that, following the tender offer, HLI Acquisition will merge with and
into Hartford Life and any remaining shares of common stock of Hartford Life
other than those owned by The Hartford, Hartford Life or Purchaser will be
converted into the right to receive the same price paid in the offer.
At a meeting on May 17, 2000, your Board of Directors, by unanimous vote
based on, among other things, the unanimous recommendation of a Special
Committee comprised of Hartford Life's independent directors, (i) determined
that the terms of each of the tender 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; (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, if applicable, the merger agreement.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Hartford Life's
Solicitation/Recommendation Statement on Schedule 14D-9. Included as Annex A to
the Schedule 14D-9 is the written opinion, dated May 17, 2000, of Xxxxxxx Xxxxx
Xxxxxx Inc., the Special Committee's financial advisor, to the effect that, as
of that date and subject to the assumptions and limitations described in the
opinion, the price per share of $50.50 to be received by the holders of shares
of Class A Common Stock (other than The Hartford and its affiliates) in the
tender offer and the merger, was fair, from a financial point of view, to those
holders.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and Hartford Life's Solicitation/Recommendation
Statement on Schedule 14D-9, which are being filed today with the Securities and
Exchange Commission. These documents should be read carefully.
Sincerely,
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
Chairman
