SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
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Commission file number 1-9924
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THE TRAVELERS INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
65 East 55th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 891-8900
(Registrant's telephone number, including area code)
_______________
Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on which
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Title of each class registered
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Common Stock, par value $ .01 per New York Stock Exchange and
share Pacific Stock Exchange
Depositary Shares, each representing New York Stock Exchange
1/10th of a share of 8.125%
Cumulative Preferred Stock, Series A
5.50% Convertible Preferred Stock, New York Stock Exchange
Series B
Depositary Shares, each representing 1/2 New York Stock Exchange
of a share of 9.25% Preferred Stock,
Series D
7 3/4% Notes Due June 15, 1999 New York Stock Exchange
7 5/8% Notes Due January 15, 1997 New York Stock Exchange
1998 Warrants to Purchase Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _______
---------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of May 31, 1994 was approximately $10.13 billion.
As of May 31, 1994, 324,544,023 shares of the registrant's common stock, par
value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 1993 are incorporated by reference into Part II
of this Form 10-K/A-1.
Certain portions of the registrant's Proxy Statement for the 1994 Annual
Meeting of Stockholders held on April 27, 1994 are incorporated by
reference into Part III of this Form 10-K/A-1.
EXPLANATORY NOTE
This Form 10--K/A-1 is being filed to include as exhibits to the
Form 10-K financial statements for certain of the Company's employee
savings plans, pursuant to Rule 15d-21 of the Securities Exchange Act
of 1934, as amended. Other than the related additions to the Exhibit
Index, the text of Item 14 has not been amended and speaks as of the
date of the original filing of the Form 10-K.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial
Statements and Schedules on page F-1 hereof. Also filed as a
part of this report are the preacquisition consolidated
balance sheets of The Travelers Corporation and Subsidiaries
as of December 31, 1993 and 1992, and the related consolidated
statements of operations and retained earnings and cash flows
for each of the three years in the period ended December 31,
1993, together with the notes thereto and the related report
of Independent Accountants. See Exhibit 99.01.
(2) Financial Statement Schedules. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On October 1, 1993, the Company filed a Current Report on Form 8-K
dated September 23, 1993, reporting under Item 5 thereof its
agreement to acquire the remaining approximately 73% of the common
stock of The Travelers Corporation that it did not already own, and
certain legal proceedings arising out of the announcement of that
agreement.
On October 21, 1993, the Company filed a Current Report on Form 8-K,
dated October 18, 1993, reporting under Item 5 thereof the results
of its operations for the three months and nine months ended
September 30, 1993, and certain other selected financial data.
On December 2, 1993, the Company filed a Current Report on Form 8-K
dated November 29, 1993, including under Items 5 and 7 thereof
certain historical financial information of The Travelers
Corporation and certain pro forma financial information with respect
to its merger with The Travelers Corporation.
No other reports on Form 8-K have been filed by the Company during
the last quarter of the period covered by this report; however, on
January 13, 1994, the Company filed a Current Report on Form 8-K,
dated December 31, 1993, reporting under Item 2 thereof the
consummation of the merger of The Travelers Corporation into the
Company; and on January 26, 1994, the Company filed a Current Report
on Form 8-K, dated January 24, 1994, reporting under Item 5 thereof
the results of its operations for the three months and year ended
December 31, 1993; and on March 1, 1994, the Company filed a Current
Report on Form 8-K, dated March 1, 1994, reporting under Item 5
thereof certain information with respect to legal proceedings in
order to update the information incorporated by reference into its
shelf registration statements.
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of
The Travelers Inc., as filed with the
Delaware Secretary of State on March 30,
1994.
3.02 By-Laws of the Company as amended effective
December 17, 1992, incorporated by
reference to Exhibit 3.02 to the Company's
Registration Statement on Form S-3 (No. 33-
55542).
10.01* Employment Protection Agreement, dated as
of December 31, 1987, between the Company
(as successor to Commercial Credit Company)
and Sanford I. Weill, incorporated by
reference to Exhibit 10.03 to CCC's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02.1* Stock Option Plan of the Company, as
amended through April 26, 1989,
incorporated by reference to Annex A to the
prospectus contained in the Company's
Registration Statement on Form S-8 (No. 33-
29711).
10.02.2* Amendment to the Company's Stock Option
Plan, dated October 23, 1991, incorporated
by reference to Exhibit 10.02.2 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991
(File No. 1-9924) (the "Company's 1991 10-
K").
10.02.3* Amendments to the Company's Stock Option
Plan, approved by the Company's
stockholders on April 22, 1992,
incorporated by reference to Exhibit
10.02.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992 (File No.1-9924) (the
"Company's 1992 10-K").
10.02.4* Amendment to the Company's Stock Option
Plan, dated July 22, 1992, incorporated by
reference to Exhibit 10.02.4 to the
Company's 1992 10-K.
10.02.5* Amendment No. 11 to the Company's Stock
Option Plan.
10.02.6* Amendment No. 12 to the Company's Stock
Option Plan.
10.03* Retirement Benefit Equalization Plan of
Primerica Corporation (as successor to
Primerica Holdings, Inc.), as amended.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.04* Letter Agreement between Joseph A.
Califano, Jr. and the Company, dated
December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988
(File No. 1-9924) (the "Company's 1988 10-
K").
10.05.1* The Company's Deferred Compensation Plan
for Directors, incorporated by reference to
Exhibit 10.21.2 to the Company's 1988 10-K.
10.05.2* Amendment to the Company's Deferred
Compensation Plan for Directors, dated July
22, 1992, incorporated by reference to
Exhibit 10.06.2 of the Company's 1992 10-K.
10.06.1* Supplemental Retirement Plan of the
Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-9924)
(the "Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental
Retirement Plan.
10.07* Long-Term Incentive Plan of Primerica
Corporation, as amended, incorporated by
reference to Exhibit 10.08 to the Company's
1992 10-K.
10.08.1* Capital Accumulation Plan of the Company
(the "CAP Plan"), as amended to January 31,
1993, incorporated by reference to Exhibit
10.09 to the Company's 1992 10-K.
10.08.2* Amendment No. 8 to the Company's CAP Plan.
10.09.1* Employment Agreement dated as of December
16, 1988 among Smith Barney Shearson Inc.
(formerly Smith Barney, Harris Upham & Co.
Incorporated; hereinafter "SBS"), the
Company and Frank G. Zarb (the "FGZ
Employment Agreement"), incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1989 (File
No. 1-9924).
10.09.2* Assignment Agreement and Amendment No. One
to FGZ Employment Agreement.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.10 Restated Stockholder Rights and Support
Agreement dated as of November 1, 1989 by
and among the Company and Arthur L.
Williams, Jr., Angela H. Williams, A.L.
Williams & Associates, Inc. and The A.L.
Williams & Associates, Inc. Pension and
Profit Sharing Plan, incorporated by
reference to Exhibit 10.13 to the Company's
1990 10-K.
10.11 Amended and Restated Exclusive Marketing
Agreement dated as of November 1, 1989 by
and among the Company, A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.14 to the Company's 1990 10-K.
10.12 Restated Second Amended General Agency
Agreement ("SAGAA") dated as of November 1,
1989 by and among Primerica Life Insurance
Company (formerly Massachusetts Indemnity
Life Insurance Company; hereinafter
"Primerica Life"), A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.15 to the Company's 1990 10-K.
10.13 Restated First Amendment to SAGAA dated as
of November 1, 1989 by and among Primerica
Life, A.L. Williams & Associates, Inc. and
Arthur L. Williams, Jr., incorporated by
reference to Exhibit 10.16 to the Company's
1990 10-K.
10.14 Restated and Amended Agreement of Charles
D. Adams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.17 to the Company's
1990 10-K.
10.15 Restated and Amended Agreement of Angela H.
Williams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.18 to the Company's
1990 10-K.
10.16.1 Asset Purchase Agreement dated as of March
12, 1993, by and among Shearson Lehman
Brothers Inc., SBS, the Company, American
Express Company and Shearson Lehman
Brothers Holdings Inc. (the "SLB
Agreement"), incorporated by reference to
Exhibit 10.21 to the Company's 1992 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.16.2 Amendment No. 1, dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File
No. 1-9924) (the "Company's June 30, 1993
10-Q").
10.16.3 Amendment No. 2 dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.02 to the Company's
June 30, 1993 10-Q.
10.17.1* Employment Agreement dated June 23, 1993,
by and among SBS, the Company and Robert F.
Greenhill (the "RFG Employment Agreement"),
incorporated by reference to Exhibit 10.01
to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September
30, 1993 (File No. 1-9924) (the "Company's
September 30, 1993 10-Q").
10.17.2* Form of Amendment to the RFG Employment
Agreement.
10.18* Memorandum of Sale dated June 23, 1993,
between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.19* Registration Rights Agreement dated June
23, 1993, between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.03 to the Company's September
30, 1993 10-Q.
10.20* Restricted Shares Agreement dated June 23,
1993, by and between the Company and Robert
F. Greenhill, incorporated by reference to
Exhibit 10.04 to the Company's September
30, 1993 10-Q.
10.21 Agreement and Plan of Merger, dated as of
September 23, 1993, between the Company and
The Travelers Corporation ("old
Travelers"), incorporated by reference to
Exhibit 2.1 to the Current Report on Form
8-K of old Travelers, dated September 23,
1993 and filed with the Commission on
October 8, 1993 (File No. 1-5799).
10.22* Agreement dated December 21, 1993 between
the Company and Edward H. Budd.
10.23* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Richard H. Booth.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.24* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Robert W. Crispin.
10.25* The Travelers Corporation 1982 Stock Option
Plan, as amended January 10, 1992,
incorporated by reference to Exhibit 10(a)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1991 (File No. 1-5799) (the
"old Travelers' 1991 10-K").
10.26* The Travelers Corporation 1988 Stock
Incentive Plan, as amended April 7, 1992,
incorporated by reference to Exhibit 10(b)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1992 (File No. 1-5799) (the
"old Travelers' 1992 10-K").
10.27* The Travelers Corporation 1984 Management
Incentive Plan, as amended effective
January 1, 1991, incorporated by reference
to Exhibit 10(c) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1990 (File No. 1-
5799).
10.28* The Travelers Corporation Supplemental
Benefit Plan, effective December 20, 1992,
incorporated by reference to Exhibit 10(d)
to the Annual Report on the old Travelers'
1992 10-K.
10.29* The Travelers Corporation TESIP Restoration
and Non-Qualified Savings Plan, effective
January 1, 1991, incorporated by reference
to Exhibit 10(e) to the old Travelers' 1991
10-K.
10.30* The Travelers Severance Plan of Officers,
as amended September 23, 1993.
10.31* The Travelers Corporation Directors'
Deferred Compensation Plan, as amended
November 7, 1986, incorporated by reference
to Exhibit 10(d) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1986 (File No. 1-
5799).
11.01 Computation of Earnings Per Share.
12.01** Computation of Ratio of Earnings to Fixed Electronic
Charges.
13.01 Pages 24 through 57 of the 1993 Annual Report
to Stockholders of the Company.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick, Independent
Certified Public Accountants.
23.02 Consent of Coopers & Lybrand, Independent
Accountants.
23.03** Accountants' consents to incorporation Electronic
by reference of reports filed with
Exhibits 99.11, 99.12 and 99.13.
24.01 Powers of Attorney.
28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule
P of the Consolidated Annual Statement of
The Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers.
99.01 Consolidated balance sheets of The
Travelers Corporation and Subsidiaries as
of December 31, 1993 and 1992, and the
related consolidated statements of
operations and retained earnings and cash
flows for each of the three years in the
period ended December 31, 1993, together
with the notes thereto and the related
report of Independent Accountants.
99.02 The last paragraph of page 2 and the first
two paragraphs of page 3 of the Company's
Current Report on Form 8-K dated September
23, 1993 (File No. 1-9924), the third
paragraph of page 26 of the Company's
September 30, 1993 10-Q, and the third
paragraph of page 2 of the Company's
Current Report on Form 8-K dated
March 1, 1994 (File No. 1-9924) (the
"Company's March 1, 1994 8-K").
99.03 The third and fourth paragraphs of page 30
of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989
(File No. 1-9924) (the "Company's 1989 10-
K").
99.04 The first, second and third paragraphs of
page 31 of the Company's 1989 10-K, and the
first paragraph of page 30 of the Company's
1990 10-K.
99.05 The fourth paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.06 The fourth paragraph of page 31 of the
Company's 1989 10-K, and the fourth full
paragraph of page 26 of the Company's 1991
10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.07 The first full paragraph of page 26 of the
Company's 1992 10-K.
99.08 The fourth paragraph of page 2 of the
Company's March 1, 1994 8-K.
99.09 The paragraph that begins on page 2 and
ends on page 3 of the Company's March 1,
1994 8-K.
99.10 The second paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.11** 1993 Financial Statements of The Travelers Electronic
Inc. 401(k) Savings Plan.
99.12** 1993 Financial Statements of The Travelers Electronic
Savings, Investment and Stock Ownership
Plan.
99.13** 1993 Financial Statements of the American Electronic
Capital Management & Research, Inc. Profit
Sharing and Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument
to the Commission upon request.
The financial statements required by Form 11-K for 1993 for the
Company's employee savings plans are being filed as exhibits to
this Form 10-K/A-1 pursuant to Rule 15d-21 of the Securities
Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at
a cost of $.25 per page (except that no charge will be made for the
1993 Annual Report on Form 10-K) to security holders who make written
request therefor to Corporate Communications and Investor Relations
Department, The Travelers Inc., 65 East 55th Street, New York, New
York 10022.
______________________________
* Denotes a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the
initial filing of the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 24th day of
June, 1994.
THE TRAVELERS INC.
(Registrant)
By: /s/ IRWIN ETTINGER
. . . . . . . . . . . . . . . . . . . .
Irwin Ettinger
Senior Vice President
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of
The Travelers Inc., as filed with the
Delaware Secretary of State on March 30,
1994.
3.02 By-Laws of the Company as amended effective
December 17, 1992, incorporated by
reference to Exhibit 3.02 to the Company's
Registration Statement on Form S-3 (No. 33-
55542).
10.01* Employment Protection Agreement, dated as
of December 31, 1987, between the Company
(as successor to Commercial Credit Company)
and Sanford I. Weill, incorporated by
reference to Exhibit 10.03 to CCC's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02.1* Stock Option Plan of the Company, as
amended through April 26, 1989,
incorporated by reference to Annex A to the
prospectus contained in the Company's
Registration Statement on Form S-8 (No. 33-
29711).
10.02.2* Amendment to the Company's Stock Option
Plan, dated October 23, 1991, incorporated
by reference to Exhibit 10.02.2 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991
(File No. 1-9924) (the "Company's 1991 10-
K").
10.02.3* Amendments to the Company's Stock Option
Plan, approved by the Company's
stockholders on April 22, 1992,
incorporated by reference to Exhibit
10.02.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992 (File No.1-9924) (the
"Company's 1992 10-K").
10.02.4* Amendment to the Company's Stock Option
Plan, dated July 22, 1992, incorporated by
reference to Exhibit 10.02.4 to the
Company's 1992 10-K.
10.02.5* Amendment No. 11 to the Company's Stock
Option Plan.
10.02.6* Amendment No. 12 to the Company's Stock
Option Plan.
10.03* Retirement Benefit Equalization Plan of
Primerica Corporation (as successor to
Primerica Holdings, Inc.), as amended.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.04* Letter Agreement between Joseph A.
Califano, Jr. and the Company, dated
December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988
(File No. 1-9924) (the "Company's 1988 10-
K").
10.05.1* The Company's Deferred Compensation Plan
for Directors, incorporated by reference to
Exhibit 10.21.2 to the Company's 1988 10-K.
10.05.2* Amendment to the Company's Deferred
Compensation Plan for Directors, dated July
22, 1992, incorporated by reference to
Exhibit 10.06.2 of the Company's 1992 10-K.
10.06.1* Supplemental Retirement Plan of the
Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-9924)
(the "Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental
Retirement Plan.
10.07* Long-Term Incentive Plan of Primerica
Corporation, as amended, incorporated by
reference to Exhibit 10.08 to the Company's
1992 10-K.
10.08.1* Capital Accumulation Plan of the Company
(the "CAP Plan"), as amended to January 31,
1993, incorporated by reference to Exhibit
10.09 to the Company's 1992 10-K.
10.08.2* Amendment No. 8 to the Company's CAP Plan.
10.09.1* Employment Agreement dated as of December
16, 1988 among Smith Barney Shearson Inc.
(formerly Smith Barney, Harris Upham & Co.
Incorporated; hereinafter "SBS"), the
Company and Frank G. Zarb (the "FGZ
Employment Agreement"), incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1989 (File
No. 1-9924).
10.09.2* Assignment Agreement and Amendment No. One
to FGZ Employment Agreement.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.10 Restated Stockholder Rights and Support
Agreement dated as of November 1, 1989 by
and among the Company and Arthur L.
Williams, Jr., Angela H. Williams, A.L.
Williams & Associates, Inc. and The A.L.
Williams & Associates, Inc. Pension and
Profit Sharing Plan, incorporated by
reference to Exhibit 10.13 to the Company's
1990 10-K.
10.11 Amended and Restated Exclusive Marketing
Agreement dated as of November 1, 1989 by
and among the Company, A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.14 to the Company's 1990 10-K.
10.12 Restated Second Amended General Agency
Agreement ("SAGAA") dated as of November 1,
1989 by and among Primerica Life Insurance
Company (formerly Massachusetts Indemnity
Life Insurance Company; hereinafter
"Primerica Life"), A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.15 to the Company's 1990 10-K.
10.13 Restated First Amendment to SAGAA dated as
of November 1, 1989 by and among Primerica
Life, A.L. Williams & Associates, Inc. and
Arthur L. Williams, Jr., incorporated by
reference to Exhibit 10.16 to the Company's
1990 10-K.
10.14 Restated and Amended Agreement of Charles
D. Adams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.17 to the Company's
1990 10-K.
10.15 Restated and Amended Agreement of Angela H.
Williams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.18 to the Company's
1990 10-K.
10.16.1 Asset Purchase Agreement dated as of March
12, 1993, by and among Shearson Lehman
Brothers Inc., SBS, the Company, American
Express Company and Shearson Lehman
Brothers Holdings Inc. (the "SLB
Agreement"), incorporated by reference to
Exhibit 10.21 to the Company's 1992 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.16.2 Amendment No. 1, dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File
No. 1-9924) (the "Company's June 30, 1993
10-Q").
10.16.3 Amendment No. 2 dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.02 to the Company's
June 30, 1993 10-Q.
10.17.1* Employment Agreement dated June 23, 1993,
by and among SBS, the Company and Robert F.
Greenhill (the "RFG Employment Agreement"),
incorporated by reference to Exhibit 10.01
to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September
30, 1993 (File No. 1-9924) (the "Company's
September 30, 1993 10-Q").
10.17.2* Form of Amendment to the RFG Employment
Agreement.
10.18* Memorandum of Sale dated June 23, 1993,
between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.19* Registration Rights Agreement dated June
23, 1993, between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.03 to the Company's September
30, 1993 10-Q.
10.20* Restricted Shares Agreement dated June 23,
1993, by and between the Company and Robert
F. Greenhill, incorporated by reference to
Exhibit 10.04 to the Company's September
30, 1993 10-Q.
10.21 Agreement and Plan of Merger, dated as of
September 23, 1993, between the Company and
The Travelers Corporation ("old
Travelers"), incorporated by reference to
Exhibit 2.1 to the Current Report on Form
8-K of old Travelers, dated September 23,
1993 and filed with the Commission on
October 8, 1993 (File No. 1-5799).
10.22* Agreement dated December 21, 1993 between
the Company and Edward H. Budd.
10.23* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Richard H. Booth.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.24* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Robert W. Crispin.
10.25* The Travelers Corporation 1982 Stock Option
Plan, as amended January 10, 1992,
incorporated by reference to Exhibit 10(a)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1991 (File No. 1-5799) (the
"old Travelers' 1991 10-K").
10.26* The Travelers Corporation 1988 Stock
Incentive Plan, as amended April 7, 1992,
incorporated by reference to Exhibit 10(b)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1992 (File No. 1-5799) (the
"old Travelers' 1992 10-K").
10.27* The Travelers Corporation 1984 Management
Incentive Plan, as amended effective
January 1, 1991, incorporated by reference
to Exhibit 10(c) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1990 (File No. 1-
5799).
10.28* The Travelers Corporation Supplemental
Benefit Plan, effective December 20, 1992,
incorporated by reference to Exhibit 10(d)
to the Annual Report on the old Travelers'
1992 10-K.
10.29* The Travelers Corporation TESIP Restoration
and Non-Qualified Savings Plan, effective
January 1, 1991, incorporated by reference
to Exhibit 10(e) to the old Travelers' 1991
10-K.
10.30* The Travelers Severance Plan of Officers,
as amended September 23, 1993.
10.31* The Travelers Corporation Directors'
Deferred Compensation Plan, as amended
November 7, 1986, incorporated by reference
to Exhibit 10(d) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1986 (File No. 1-
5799).
11.01 Computation of Earnings Per Share.
12.01** Computation of Ratio of Earnings to Fixed Electronic
Charges.
13.01 Pages 24 through 57 of the 1993 Annual Report
to Stockholders of the Company.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick, Independent
Certified Public Accountants.
23.02 Consent of Coopers & Lybrand, Independent
Accountants.
23.03** Accountants' consents to incorporation Electronic
by reference of reports filed with
Exhibits 99.11, 99.12 and 99.13.
24.01 Powers of Attorney.
28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule
P of the Consolidated Annual Statement of
The Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers.
99.01 Consolidated balance sheets of The
Travelers Corporation and Subsidiaries as
of December 31, 1993 and 1992, and the
related consolidated statements of
operations and retained earnings and cash
flows for each of the three years in the
period ended December 31, 1993, together
with the notes thereto and the related
report of Independent Accountants.
99.02 The last paragraph of page 2 and the first
two paragraphs of page 3 of the Company's
Current Report on Form 8-K dated September
23, 1993 (File No. 1-9924), the third
paragraph of page 26 of the Company's
September 30, 1993 10-Q, and the third
paragraph of page 2 of the Company's
Current Report on Form 8-K dated
March 1, 1994 (File No. 1-9924) (the
"Company's March 1, 1994 8-K").
99.03 The third and fourth paragraphs of page 30
of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989
(File No. 1-9924) (the "Company's 1989 10-
K").
99.04 The first, second and third paragraphs of
page 31 of the Company's 1989 10-K, and the
first paragraph of page 30 of the Company's
1990 10-K.
99.05 The fourth paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.06 The fourth paragraph of page 31 of the
Company's 1989 10-K, and the fourth full
paragraph of page 26 of the Company's 1991
10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.07 The first full paragraph of page 26 of the
Company's 1992 10-K.
99.08 The fourth paragraph of page 2 of the
Company's March 1, 1994 8-K.
99.09 The paragraph that begins on page 2 and
ends on page 3 of the Company's March 1,
1994 8-K.
99.10 The second paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.11** 1993 Financial Statements of The Travelers Electronic
Inc. 401(k) Savings Plan.
99.12** 1993 Financial Statements of The Travelers Electronic
Savings, Investment and Stock Ownership
Plan.
99.13** 1993 Financial Statements of the American Electronic
Capital Management & Research, Inc. Profit
Sharing and Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument
to the Commission upon request.
The financial statements required by Form 11-K for 1993 for the
Company's employee savings plans are being filed as exhibits to
this Form 10-K/A-1 pursuant to Rule 15d-21 of the Securities
Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at
a cost of $.25 per page (except that no charge will be made for the
1993 Annual Report on Form 10-K) to security holders who make written
request therefor to Corporate Communications and Investor Relations
Department, The Travelers Inc., 65 East 55th Street, New York, New
York 10022.
______________________________
* Denotes a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the
initial filing of the Form 10-K.