SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994
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
TRAVELERS GROUP 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)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (zip Code)
(212) 816-8000
(Registrant's telephone number, including area code)
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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
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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 March 10, 1995 was approximately $11.84 billion.
As of March 10, 1995, 320,960,465 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, 1994 are incorporated by reference
into Part II of this Form 10-K/A-2.
Certain portions of the registrant's Proxy Statement for the 1994
Annual Meeting of Stockholders held on April 26, 1995 are incorporated by
reference into Part III of this Form 10-K/A-2.
EXPLANATORY NOTE
This Form 10-K/A-2 is being filed to correct errors contained
in the Form 10-K/A-1, which was 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, and to make certain
additional changes to the exhibits. 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.
PART IV
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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:
No reports on Form 8-K have been filed by the
Company during the last quarter of the period covered
by this report.
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of The Travelers Inc.
(the "Company") and Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series Y,
incorporated by reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994 (File No. 1-9924) (the "Company's March 31,
1994 10-Q").
3.02 By-Laws of the Company as amended through April 27, 1994,
incorporated by reference to Exhibit 3.02 to the Company's
March 31, 1994 10-Q.
10.01* Employment Protection Agreement, dated as of December 31,
1987, between the Company (as successor to Commercial Credit
Company ("CCC")) 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,
incorporated by reference to Exhibit 10.02.5 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K").
10.02.6* Amendment No. 12 to the Company's Stock Option Plan,
incorporated by reference to Exhibit 10.02.6 to the
Company's 1993 10-K.
10.03* Retirement Benefit Equalization Plan of the
Company (as successor to Primerica Holdings, Inc.), as
amended, incorporated by reference to Exhibit 10.03 to
to the Company's 1993 10-K.
Exhibit Filing
Number Description of Exhibit Method
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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,
incorporated by reference to Exhibit 10.06.2 to the Company's
1993 10-K.
10.07* Long-Term Incentive Plan of the Company, as amended,
incorporated by reference to Exhibit 10.08 to the
Company's 1992 10-K.
10.08* Capital Accumulation Plan of the Company (the "CAP Plan"),
as amended to May 16, 1994.
10.09* Agreement dated December 21, 1993 between the Company and
Edward H. Budd, incorporated by reference to Exhibit 10.22
to the Company's 1993 10-K.
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., Smith Barney Inc.
("SBI"; formerly Smith Barney, Harris Upham & Co.
Incorporated), 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 SBI,
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* Amendment to the RFG Employment Agreement, incorporated by
reference to Exhibit 10.17.2 to the Company's March 31, 1994
Form 10-Q.
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* Employment Agreement effective January 1, 1995 between the
Company and Michael A. Carpenter.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.23.1* 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").
10.23.2* Amendment to The Travelers Corporation 1982 Stock Option Plan.
10.24.1* 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").
10.24.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan.
10.25* 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).
10.26* 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.
10.27* 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.
10.28* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to Exhibit
10.30 to the Company's 1993 Form 10-K.
10.29* 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).
10.30* Employment Agreement dated as of December 30, 1994, between
SBI and Joseph J. Plumeri, II.
10.31* ** The Travelers Inc. Deferred Compensation and
Partnership Participation Plan.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
Exhibit Filing
Number Description of Exhibit Method
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13.01 Pages 29 through 68 of the 1994 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1994 Annual Report to
Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.02 Consent of Coopers & Lybrand L.L.P, Independent Accountants.
23.03+ Accountants' consents to incorporation by Electronic
reference of reports filed with Exhibits 99.10 and 99.11.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01** Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
Annual Statement of The Travelers Insurance Group Inc. and
its affiliated property 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.
Exhibit Filing
Number Description of Exhibit Method
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99.05 The fourth paragraph of page 26 of the Company's September
30, 1993 10-Q.
99.06 The first full paragraph of page 26 of the Company's 1992
10-K.
99.07 The fourth paragraph of page 2 of the Company's March 1,
1994 8-K.
99.08 The paragraph that begins on page 2 and ends on page 3 of
the Company's March 1, 1994 8-K.
99.09 The second paragraph of page 29 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1994 (File No. 1-9924).
99.10++ 1994 Financial Statements of The Travelers Savings,
Investment and Stock Ownership Plan.
99.11+ 1994 Financial Statements of Travelers Group 401(k) Savings Electronic
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 1994 for the
Company's employee savings plans were filed as exhibits to
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 1994 Annual Report on Form 10-K) to security holders who
make written request therefor to Corporate Communications and
Investor Relations Department, Travelers Group Inc., 388
Greenwich Street, New York, New York 10013.
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* 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.
+ Filed with Form 10-K/A-2.
++ Filed with Form 10-K/A-1, but incorrectly designated as Exhibit 99.11
in that filing.
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 11th day
of July, 1995.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ William T. Bozarth
. . . . . . . . . . . . . . . . . . .
William T. Bozarth
Vice President
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
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3.01 Restated Certificate of Incorporation of The Travelers Inc.
(the "Company") and Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series Y,
incorporated by reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994 (File No. 1-9924) (the "Company's March 31,
1994 10-Q").
3.02 By-Laws of the Company as amended through April 27, 1994,
incorporated by reference to Exhibit 3.02 to the Company's
March 31, 1994 10-Q.
10.01* Employment Protection Agreement, dated as of December 31,
1987, between the Company (as successor to Commercial Credit
Company ("CCC")) 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,
incorporated by reference to Exhibit 10.02.5 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K").
10.02.6* Amendment No. 12 to the Company's Stock Option Plan,
incorporated by reference to Exhibit 10.02.6 to the
Company's 1993 10-K.
10.03* Retirement Benefit Equalization Plan of the
Company (as successor to Primerica Holdings, Inc.), as
amended, incorporated by reference to Exhibit 10.03 to
to the Company's 1993 10-K.
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,
incorporated by reference to Exhibit 10.06.2 to the Company's
1993 10-K.
10.07* Long-Term Incentive Plan of the Company, as amended,
incorporated by reference to Exhibit 10.08 to the
Company's 1992 10-K.
10.08* Capital Accumulation Plan of the Company (the "CAP Plan"),
as amended to May 16, 1994.
10.09* Agreement dated December 21, 1993 between the Company and
Edward H. Budd, incorporated by reference to Exhibit 10.22
to the Company's 1993 10-K.
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., Smith Barney Inc.
("SBI"; formerly Smith Barney, Harris Upham & Co.
Incorporated), 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 SBI,
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* Amendment to the RFG Employment Agreement, incorporated by
reference to Exhibit 10.17.2 to the Company's March 31, 1994
Form 10-Q.
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* Employment Agreement effective January 1, 1995 between the
Company and Michael A. Carpenter.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.23.1* 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").
10.23.2* Amendment to The Travelers Corporation 1982 Stock Option Plan.
10.24.1* 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").
10.24.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan.
10.25* 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).
10.26* 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.
10.27* 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.
10.28* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to Exhibit
10.30 to the Company's 1993 Form 10-K.
10.29* 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).
10.30* Employment Agreement dated as of December 30, 1994, between
SBI and Joseph J. Plumeri, II.
10.31* ** The Travelers Inc. Deferred Compensation and
Partnership Participation Plan.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
13.01 Pages 29 through 68 of the 1994 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1994 Annual Report to
Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.02 Consent of Coopers & Lybrand L.L.P, Independent Accountants.
23.03+ Accountants' consents to incorporation by Electronic
reference of reports filed with Exhibits 99.10 and 99.11.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01** Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
Annual Statement of The Travelers Insurance Group Inc. and
its affiliated property 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.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.05 The fourth paragraph of page 26 of the Company's September
30, 1993 10-Q.
99.06 The first full paragraph of page 26 of the Company's 1992
10-K.
99.07 The fourth paragraph of page 2 of the Company's March 1,
1994 8-K.
99.08 The paragraph that begins on page 2 and ends on page 3 of
the Company's March 1, 1994 8-K.
99.09 The second paragraph of page 29 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1994 (File No. 1-9924).
99.10++ 1994 Financial Statements of The Travelers Savings,
Investment and Stock Ownership Plan.
99.11+ 1994 Financial Statements of Travelers Group 401(k) Savings Electronic
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 1994 for the
Company's employee savings plans were being filed as exhibits to
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 1994 Annual Report on Form 10-K) to security holders who
make written request therefor to Corporate Communications and
Investor Relations Department, Travelers Group Inc., 388
Greenwich Street, New York, New York 10013.
-----------------
* 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.
+ Filed with Form 10-K/A-2.
++ Filed with Form 10-K/A-1, but incorrectly designated as Exhibit 99.11
in that filing.
Except as otherwise indicated, all other exhibits were filed with the
initial filing of the Form 10-K.