EXHIBIT NO. 99.02
COMPANY'S FORM 8-K
September 23, 1993
Pages 2 & 3
Item 5. Other Events.
On September 22, 1993, Primerica and TC issued a joint
press release announcing that they were engaged in discussions
concerning a possible business merger. On that day,
complaints with respect to seven purported class actions were
filed in the Connecticut Superior Court for the Judicial
District of Hartford at Hartford/ New Britain, generally
naming TC, Primerica and the individual directors of TC as
defendants. On September 23, 1993, complaints with respect to
six purported class actions were filed with that court and two
actions were brought in the Connecticut Superior Court for the
Judicial District of New Haven at New Haven, and on September
24, 1993, four such complaints were filed, two in the Superior
Court for the Judicial District of Hartford and two in the
Superior Court for the Judicial District of New Haven.
Primerica was named as a defendant in all but two of these
nineteen actions. It is possible that additional actions of
this nature may be filed.
Each of the plaintiffs in these cases alleges, among
other things, that (i) such plaintiff is a holder of TC stock;
(ii) the defendants have by their wrongful acts deprived the
plaintiffs of the opportunity to maximize the value of their
TC Common Stock; (iii) the individual defendants have, as
directors of TC, breached their fiduciary duties of good
faith, fair dealing, due care and candor to the public
stockholders of TC; and (iv) that the exchange ratio of
Primerica Common Stock for TC Common Stock contemplated by the
Merger is grossly inadequate and unfair.
The plaintiffs request, in each case, certification of
the action as a class action and of the plaintiffs as class
representatives, and seek relief in various forms, including:
declaratory judgment that the defendants have breached their
fiduciary duties to the plaintiffs and other members of the
class of TC's shareholders; an order that the defendants take
appropriate measures to assure an open and vigorous auction
for TC; to maximize shareholder value; preliminary and
permanent injunctive relief against the defendants' proceeding
with the merger, or alternatively if the merger shall be
consummated, its rescission; compensatory damages, costs and
counsel fees for the plaintiffs; and/or such other relief as
the court may deem just and equitable.
COMPANY'S FORM 10-Q
September 30, 1993
Page 26
Item 1. Legal Proceedings.
For information concerning purported class action
lawsuits arising from the announcement of the proposed merger
between the Company and Travelers, reference is made to the
description that appears in Item 5 of the Company's Current
Report on Form 8-K dated September 23, 1993. Since the filing
of that report, one additional purported class action suit
arising from the announcement of the proposed merger has been
brought in the New York State Supreme Court.
COMPANY'S FORM 8-K
March 1, 1994
Page 2
Item 5. OTHER EVENTS.
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 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.