-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmJIe9zrvBDosLiMTgjXmginQOqbozzx+JESjWer+3WKFqnp1e71BjlGtTNllrn0 LEqmrSbDTxXvGhIdZr8kbA== 0000930413-04-004431.txt : 20040915 0000930413-04-004431.hdr.sgml : 20040915 20040915170535 ACCESSION NUMBER: 0000930413-04-004431 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040915 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD LIFE INSURANCE CO CENTRAL INDEX KEY: 0000045947 IRS NUMBER: 060941488 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32293 FILM NUMBER: 041032216 BUSINESS ADDRESS: STREET 1: 200 HOPMEADOW ST STREET 2: P O BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 BUSINESS PHONE: 8608435445 MAIL ADDRESS: STREET 1: 200 HOPMEADOW STREET STREET 2: BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 8-K 1 c33723_8k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 15, 2004 HARTFORD LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) CONNECTICUT 2-46577 06-0974148 (State or other jurisdiction (Commission File Number) (IRS Employer) of incorporation) Identification No.) 200 HOPMEADOW STREET SIMSBURY, CONNECTICUT 06089 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 547-5000 ---------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following documents are filed with reference to and are hereby incorporated by reference into the Registration Statement on Form S-3 (File No. 333-112244, as amended), of Hartford Life Insurance Company, filed with the Securities and Exchange Commission on January 27, 2004 and amended on March 16, 2004, May 4, 2004, and July 27, 2004. (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- Exhibit 5.1 Opinion of Sidley Austin Brown & Wood LLP. Exhibit 5.2 Opinion of Counsel of Hartford Life Insurance Company. Exhibit 8 Opinion of Sidley Austin Brown & Wood LLP. Consent 23.1 Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 and Exhibit 8). Consent 23.2 Consent of Counsel of Hartford Life Insurance Company (included in Exhibit 5.2). SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. HARTFORD LIFE INSURANCE COMPANY (REGISTRANT) DATE: SEPTEMBER 15, 2004 BY: /S/ KEN A. MCCULLUM ------------------------ Name: Ken A. McCullum Title: Vice President EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- Exhibit 5.1 Opinion of Sidley Austin Brown & Wood LLP. Exhibit 5.2 Opinion of Counsel of Hartford Life Insurance Company. Exhibit 8 Opinion of Sidley Austin Brown & Wood LLP. Consent 23.1 Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 and Exhibit 8). Consent 23.2 Consent of Counsel of Hartford Life Insurance Company (included in Exhibit 5.2). EX-5.1 2 c33723_ex5-1.txt [Letterhead of] SIDLEY AUSTIN BROWN & WOOD LLP September 15, 2004 Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2004-001 INCOMENOTES(sm) Ladies and Gentlemen: This opinion letter is delivered to you in connection with the issuance by Hartford Life Global Funding Trust 2004-001 (the "Trust") of $5,000,000 aggregate principal amount of the Trust's 3.75% IncomeNotes(sm) due 2009 (the "Notes") related to funding agreement No. FA-404001 (the "Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut life insurance company ("Hartford Life"). The Trust was formed on September 9, 2004 (the "Formation Date") and the Notes will be issued on September 15, 2004 (the "Issuance Date"). We have acted as special counsel to Bear Stearns & Co. Inc., in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Hartford Life, of a Registration Statement on Form S-3 (File Nos. 333-112244), as amended by Amendment No. 1 filed with the Commission on March 16, 2003, Amendment No. 2 filed with the Commission on May 4, 2004 and Amendment No. 3 filed with the Commission on July 27, 2004 (the "Registration Statement"), including a prospectus (the "Prospectus") relating to secured notes to be issued by newly formed statutory trusts formed under the laws of the State of Delaware, a prospectus supplement relating to secured medium-term notes to be issued by the trusts (the "Institutional Prospectus Supplement") and a prospectus supplement relating to Hartford Life IncomeNotes(sm) to be issued by the trusts (the "Retail Prospectus Supplement"). The Registration Statement provides for: (i) the registration of up to $2,000,000,000, or the equivalent amount in one or more foreign currencies, aggregate principal amount of notes to be issued by the trusts and (ii) the registration of up to $2,000,000,000, or the equivalent amount in one or more foreign currencies, of Hartford Life's funding agreements to be sold to the trusts in connection with the sale of notes. SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK Hartford Life Insurance Company September 15, 2004 Page 2 In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the Institutional Prospectus Supplement and the Retail Prospectus Supplement, and the pricing supplement related to the Notes dated as of the Formation Date, (ii) the trust agreement, dated as of the Formation Date (the "Trust Agreement"), between Wilmington Trust Company, as trustee, and AMACAR Pacific Corp., as trust beneficial owner, which adopts and incorporates the standard trust terms dated July 23, 2004, (iii) the indentures, dated as of the Issuance Date (the "Indenture"), between JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee") and the Trust, which adopts and incorporates the standard indenture terms dated July 23, 2004, (iv) the distribution agreement, dated as of the Formation Date (the "Distribution Agreement"), between Hartford Life, Bear Stearns & Co. Inc., on behalf of itself and each of the other agents, and the Trust, which adopts and incorporates the standard distribution agreement terms dated July 23, 2004, (v) the omnibus instrument, dated as of the Formation Date, which includes the Trust Agreement, Indenture and Distribution Agreement executed in connection with the creation of the Trust and the issuance by the Trust of the Notes, (vi) the closing instrument, dated as of the Issuance Date, related to the Trust, (vii) the Notes and (viii) the Funding Agreement. We have also reviewed the trust action of the Trust in connection with the issuance of the Notes, and have examined, and have relied as to matters of fact upon, originals or copies certified or otherwise identified to our satisfaction, of such records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Trust, and have made such other further investigations as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies submitted to us for our examination. We have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representations of all persons whom we have deemed appropriate. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that upon the execution, issuance, authentication and delivery of the Notes, the Notes will be the valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms. The above opinions with regard to the enforceability of the Notes: (i) are qualified by the effects of bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law), and (ii) are subject to the further qualification that, to the extent that the Notes are denominated in a currency other than United States dollars, a claim thereunder (or foreign currency judgment in respect to such claim) would be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law. SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK Hartford Life Insurance Company September 15, 2004 Page 3 We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, as currently in effect. This opinion is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this letter to reflect any circumstances which may hereafter come to our attention with respect to the opinion and statements set forth above, including any changes in applicable law which may hereafter occur. We hereby consent to the filing of this letter as an exhibit to the Current Report on Form 8-K filed by Hartford Life in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD LLP EX-5.2 3 c33723_ex5-2.txt (The Hartford Logo) CHRISTINE HAYER REPASY SENIOR VICE PRESIDENT AND GENERAL COUNSEL HARTFORD LIFE INSURANCE COMPANIES DIRECT DIAL: (860) 843-3560 FAX: (860) 843-8328 INTERNET: CREPASY@HARTFORDLIFE.COM September 15, 2004 To: Board of Directors of Hartford Life Insurance Company RE: Enforceability of Funding Agreements Issued to Certain Trusts Ladies and Gentlemen: I am the General Counsel to Hartford Life Insurance Company ("Hartford Life"), a Connecticut life insurance corporation. I am furnishing this opinion in connection with the issuance by Hartford Life of the funding agreement listed below (the "Contract") to the trust (the "Trust") listed below on or about the date of this letter: CONTRACT CONTRACTHOLDER Funding Agreement FA-404001 Hartford Life Global Funding Trust 2004-001 The Trust was established pursuant to the Hartford Life Global Funding note issuance program (the "Program") described in that certain registration statement on Form S-3 (File No. 333-112244) filed on January 27, 2004 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), as amended by Amendment No. 1 thereto, filed with the SEC on March 16,2004; by Amendment No. 2 thereto, filed with the SEC on May 4, 2004 and by Amendment No. 3 thereto, filed with the SEC on July 27, 2004. The Registration Statement describes (i) the registration and public offering of up to $2 billion, in the aggregate principal amount of notes (the "Notes") to be issued by a series of trusts and (ii) the registration of up to $2,000,000,000, or the equivalent amount in one or more foreign or composite currencies, aggregate principal amount of Hartford Life's funding agreement (such as the Contract) to be sold to the Trust described below in connection with the issuance and sale of the Notes. The Trust is intended to be a trust described in the prospectus (including the prospectus supplement relating to IncomeNotes(sm)), both dated September 7, 2004, and included in the Registration Statement (together, the "Prospectus"). Once duly formed, the Trust is authorized to issue no more than a single series of Notes and to take certain other actions necessary or appropriate to such issuance. The proceeds from the sale of each series of Notes are to be used by the Trust to purchase separately from Hartford Life a funding agreement, such as the Contract listed above. As described in the Prospectus, the Notes issued by the Trust are to be secured by the assignment to an indenture trustee of its Contract and all proceeds from its Contract. In connection with the foregoing, I, or persons under my supervision, have examined an original or copies certified to my satisfaction as being a true copy of the certificate of incorporation and bylaws of Hartford Life, and have reviewed such other corporate records, instruments and other documents as deemed necessary or appropriate in order to render the opinions set forth herein. I, or persons under my supervision, have also reviewed, in unexecuted form, the Contract. In the examination of various documents, instruments and records, including without limitation any referred to in this opinion letter, and in connection with the opinions herein expressed, I have assumed the competency of all individual signatories, the genuineness of all signatures, submitted as certified, photostatic or electronic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that, as of the date of this letter: (a) Hartford Life is a Connecticut domiciled insurance company duly organized, validly existing and in good standing under the laws of Connecticut as a corporation formed for the purposes of conducting the business of a life insurance company. Hartford Life has the necessary corporate authority to enter into each of the Contracts and to perform its respective obligations thereunder. (b) Hartford Life has obtained licenses from the states of Connecticut and Delaware, which authorize Hartford Life to conduct life insurance business and to issue insurance contracts (including the Contract) in those states. Hartford Life has all necessary authority to execute and to issue such Contracts under applicable Connecticut and Delaware insurance laws and regulations and orders and interpretations of the Connecticut Insurance Department and the Delaware Insurance Department. (c) The issuance of the Contract has been approved by all necessary corporate action on the part of Hartford Life; and the Contract constitutes the legal, valid and binding obligation of Hartford Life, enforceable in accordance with its terms, except to the extent enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, fraudulent transfers, reorganization, or moratorium or other similar laws now or hereafter in effect relating to or effecting the enforcement of creditors' rights or remedies generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing. I consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Current Report of Hartford Life on Form 8-K and to the use of my name under the heading "Legal Matters" in the Prospectus and to the incorporation by reference of this opinion and consent as exhibits to the Registration Statement filed in accordance with Rule 462(b) under the Act. In giving the foregoing consents, I do not thereby admit that I come within the category of persons, whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Christine Hayer Repasy Christine Hayer Repasy General Counsel Hartford Life Insurance Company Hartford Life Insurance Companies 200 Hopmeadow Street Simsbury, CT 06089 Mail: P.O. Box 2999 Hartford, CT 06104-2999 EX-8 4 c33723_ex8.txt [Letterhead of] SIDLEY AUSTIN BROWN & WOOD LLP September 15, 2004 Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, Connecticut 06089 Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2004-001 INCOMENOTES(sm) Ladies and Gentlemen: This opinion letter is delivered to you in connection with the issuance by Hartford Life Global Funding Trust 2004-001 (the "Trust") of $5,000,000 aggregate principal amount of the Trust's 3.75% IncomeNotes(sm) due 2009 (the "Notes") related to funding agreement No. FA-404001 (the "Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut life insurance company ("Hartford Life"). The Trust was formed on September 9, 2004 (the "Formation Date") and the Notes will be issued on September 15, 2004 (the "Issuance Date"). We have acted as special counsel to Bear Stearns & Co. Inc., in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Hartford Life, of a Registration Statement on Form S-3 (File Nos. 333-112244) filed with the Commission on January 27, 2004, as amended by Amendment No. 1 filed with the Commission on March 16, 2004, Amendment No. 2 filed with the Commission on May 4, 2004 and Amendment No. 3 filed with the Commission on July 27, 2004 (the "Registration Statement"), including a prospectus (the "Prospectus") relating to secured notes to be issued by newly formed statutory trusts formed under the laws of the State of Delaware, a prospectus supplement relating to secured medium-term notes to be issued by the trusts (the "Institutional Prospectus Supplement") and a prospectus supplement relating to Hartford Life IncomeNotes(sm) to be issued by the trusts (the "Retail Prospectus Supplement"). The Registration Statement provides for: (i) the registration of up to $2,000,000,000, or the equivalent amount in one or more foreign currencies, aggregate principal amount of notes to be issued by the trusts and (ii) the registration of up to $2,000,000,000, or the SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO Hartford Life Insurance Company September 15, 2004 Page 2 equivalent amount in one or more foreign currencies, of Hartford Life's funding agreements to be sold to the trusts in connection with the sale of notes. In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus, the Institutional Prospectus Supplement, the Retail Prospectus Supplement and the pricing supplement related to the Notes, dated as of the Formation Date, (ii) the trust agreement, dated as of the Formation Date (the "Trust Agreement"), between Wilmington Trust Company, as trustee, and AMACAR Pacific Corp., as trust beneficial owner, which adopts and incorporates the standard trust terms dated July 23, 2004, (iii) the indenture, dated as of the Issuance Date (the "Indenture"), between JPMorgan Chase Bank, as indenture trustee, and the Trust, which adopts and incorporates the standard indenture terms dated July 23, 2004, (iv) the distribution agreement, dated as of the Formation Date (the "Distribution Agreement"), between Hartford Life, Bear Stearns & Co. Inc., on behalf of itself and each of the other agents, and the Trust, which adopts and incorporates the standard distribution agreement terms dated July 23, 2004, (v) the omnibus instrument, dated as of the Formation Date, which includes the Trust Agreement, Indenture and Distribution Agreement executed in connection with the creation of the Trust and the issuance by the Trust of the Notes, (vi) the closing instrument, dated as of the Issuance Date, related to the Trust, (vii) the Notes, (viii) the Funding Agreement and (ix) such other records, documents, certificates or other instruments as in our judgment were necessary or appropriate to enable us to render the opinion expressed below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies submitted to us for our examination. We have also assumed that the transactions described in the Registration Statement are performed in the manner described therein. Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the discussions set forth in the Institutional Prospectus Supplement and the Retail Prospectus Supplement under the heading "Material United States Federal Income Tax Considerations," to the extent describing matters of United States federal income tax law or legal conclusions with respect thereto, is our opinion. In rendering the opinion set forth above, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated thereunder by the United States Treasury Department (the "Regulations"), pertinent judicial authorities, rulings and other administrative interpretations of the Internal Revenue Service and such other authorities as we have considered relevant. It should be noted that the Code, the Regulations and such judicial authorities, rulings, and administrative interpretations and other authorities are subject to change at any time and, in some circumstances, with retroactive effect; and any such change could affect the opinion stated herein. This opinion is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this letter to reflect any SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO Hartford Life Insurance Company September 15, 2004 Page 3 circumstances which may hereafter come to our attention with respect to the opinion and statements set forth above, including any changes in applicable law which may hereafter occur. We hereby consent to the filing of this letter as an exhibit to the Current Report on Form 8-K filed by Hartford Life in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD LLP -----END PRIVACY-ENHANCED MESSAGE-----