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) March 1, 1994
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The Travelers Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
65 East 55th Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 891-8900
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(Registrant's telephone number, including area code)
THE TRAVELERS INC.
Current Report on Form 8-K
Item 5. Other Events.
The Travelers Inc. (the "Company") has filed a
registration statement with the Securities and Exchange
Commission, to register for sale certain securities of the
Company held by American Express Company. In order to update the
information incorporated by reference into that registration
statement, as well as the Company's other shelf registration
statements, the Company is including in this Current Report on
Form 8-K the following information regarding legal proceedings,
which otherwise would be filed as part of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
By virtue of the merger on December 31, 1993, of The
Travelers Corporation ("old Travelers") with and into the Company
(the "Merger"), the Company has succeeded to the liabilities of
old Travelers. Old Travelers or its subsidiaries are involved in
the following pending matters.
As previously disclosed by the Company, in response to
the announcement in September 1993 of the merger between the
Company and old Travelers, a number of purported class action
lawsuits were filed in state court in Connecticut and New York
against old Travelers, its directors and the Company and certain
of its directors. For information concerning these cases, see
the description that appears in the last paragraph on page 2 and
the first two paragraphs on page 3 of the Company's Current
Report on Form 8-K dated September 23, 1993, and the third
paragraph on page 26 of the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1993, which
descriptions are incorporated by reference herein. A copy of the
pertinent paragraphs of such filings is included as Exhibit 99.01
to this Form 8-K. These cases are now consolidated in
Connecticut in a case entitled Robert Brandt, IRA, et al. v. The
Travelers Corporation, et al. The consolidated amended complaint
generally seeks damages on behalf of shareholders of old
Travelers based on the alleged inadequacy of the merger
consideration offered by the Company under the terms of the
merger agreement. In January 1994, the defendants filed a motion
to dismiss the case based on, among other things, Connecticut law
limiting claims by dissenting shareholders to statutory appraisal
rights.
In a case entitled United States v. Travelers Insurance
Co., filed in the United States District Court for the District
of Connecticut in April 1989, the federal government alleges that
old Travelers improperly handled health benefit claims for
individuals who are actively employed and eligible for Medicare
coverage. In November 1992, the Court ruled on cross motions for
summary judgment, and found that old Travelers had no liability
for actions taken in its capacity as a claims administrator.
However, the Court also recognized that the government's right of
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recovery is independent of the rights of the insured, and is not
governed by procedural limitations in the plans.
In a case entitled The Travelers Insurance Company et
al. v. Richard John Ratcliffe Keeling et al., filed in New York
Supreme Court in June 1991, old Travelers seeks to enforce
reinsurance contracts with certain underwriters at Lloyd's of
London with respect to recoveries for certain asbestos claims.
In January 1994, the Court stayed litigation of this matter in
favor of arbitration. The issues before the arbitration panel
include the underwriters' breach of contract and anticipated
breach of their agreement with the Company on asbestos-related
reinsurance claims.
Certain of the subsidiaries that the Company acquired
in the Merger are involved in defending against claims asserting
alleged injuries and damages from asbestos and other hazardous
and toxic substances. For additional information with respect
to these claims, reference is made to the discussion of asbestos
and environmental litigation contained on pages 27 through 30
of the Quarterly Report on Form 10-Q of old Travelers for the
fiscal quarter ended September 30, 1993, which discussion is
incorporated by reference herein. A copy of the pertinent part
of that filing is included as Exhibit 99.02 hereto.
The Securities and Exchange Commission (the
"Commission") has been conducting a nonpublic inquiry pursuant to
an order of investigation with respect to old Travelers'
accounting, reporting and disclosure treatment of certain matters
in connection with its lending and loss recognition practices
pertaining to real estate investments and related matters going
back to January 1, 1988. The Company is cooperating fully with
the Commission's staff.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.01 The last paragraph on page 2 and
the first two paragraphs on page 3
of the Company's Current Report on
Form 8-K dated September 23, 1993,
and the third paragraph on page 26
of the Company's Quarterly Report
on Form 10-Q for the fiscal quarter
ended September 30, 1993.
99.02 Pages 27 through 30 of the
Quarterly Report on Form 10-Q of
old Travelers for the fiscal
quarter ended September 30, 1993.
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SIGNATURE
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.
Dated: March 1, 1994 THE TRAVELERS INC.
By: /s/ Charles O. Prince, III
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Charles O. Prince, III
Senior Vice President
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EXHIBIT INDEX
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Exhibit No.
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99.01 The last paragraph on page 2 and
the first two paragraphs on page 3
of the Company's Current Report on
Form 8-K dated September 23, 1993,
and the third paragraph on page 26
of the Company's Quarterly Report
on Form 10-Q for the fiscal quarter
ended September 30, 1993.
99.02 Pages 27 through 30 of the
Quarterly Report on Form 10-Q of
old Travelers for the fiscal
quarter ended September 30, 1993.
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