SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 2, 1996
---------------------
Travelers Group Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
---------------- -------------- ----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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)
Explanatory Note
This amendment to Travelers Group Inc.'s Form 8-K dated April 2, 1996,
is being filed to restate the historical and pro forma financial information
contained therein to conform to the presentation of that information in the
Registration Statement on Form S-1 of Travelers/Aetna Property Casualty Corp.,
a majority-owned subsidiary of Travelers Group Inc. The amendment also
includes certain information under Item 5 of Form 8-K.
TRAVELERS GROUP INC.
CURRENT REPORT ON FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 2, 1996, Travelers/Aetna Property Casualty Corp. ("TAP"), an
indirect majority-owned subsidiary of Travelers Group Inc. (the "Registrant"),
purchased from Aetna Life and Casualty Company ("Aetna") all of the outstanding
capital stock of The Aetna Casualty and Surety Company ("ACSC") and The Standard
Fire Insurance Company ("SFIC") for $4.16 billion in cash. TAP also owns The
Travelers Indemnity Company ("Travelers Indemnity"), and is the primary vehicle
through which the Registrant engages in the property and casualty insurance
industry.
To finance the purchase of ACSC and SFIC, TAP borrowed $2.65 billion
from a syndicate of banks under a five-year revolving credit facility that
expires on March 15, 2001 (the "Credit Facility"). TAP also sold shares of its
Class A Common Stock representing approximately 9% of its outstanding common
stock to four private investors, including Aetna, for an aggregate of $525
million. Aetna owns approximately 3% of TAP's outstanding common stock. The
Travelers Insurance Group Inc. ("TIGI"), a wholly owned subsidiary of the
Registrant, acquired approximately 328 million shares of Class B Common Stock of
TAP in exchange for contributing the outstanding capital stock of Travelers
Indemnity and a capital contribution of approximately $1.14 billion. In
addition, the Registrant purchased from TAP $540 million of Series Z Preferred
Stock of TAP.
The Registrant funded its purchase of Series Z Preferred Stock of TAP
and the capital contribution made by TIGI from the issuance of $920 million of
senior debt, and from $760 million of cash on hand.
Annexed hereto as Exhibit 99.01 and incorporated by reference herein
are the audited historical combined financial statements of ACSC and SFIC and
their subsidiaries as of December 31, 1995 and 1994 and for the years ended
December 31, 1995 and 1994, including the report of KPMG Peat Marwick LLP.
Annexed hereto as Exhibit 99.02 and incorporated by reference herein are the
unaudited pro forma condensed combined statement of income for the year ended
December 31, 1995 and the unaudited pro forma condensed combined statement of
financial position as of December 31, 1995 of the Registrant.
ITEM 5. OTHER EVENTS.
The allocation of the purchase price to the assets and liabilities of
ACSC and SFIC and their subsidiaries is subject to valuations as of the date
of the Registrant's acquisition of those companies based on appraisals and other
studies, which are not yet completed. Accordingly, the final allocations will
differ from the amounts reflected in the pro forma financial information
included herein. Adjustments of claims and claims adjustment expenses reserves
and certain other insurance accounts resulting from the valuation of these
accounts will be recorded in operations in the period or periods determined.
TAP is continuing to review the insurance reserves of ACSC, SFIC and their
subsidiaries, including the effect of applying TAP'S strategies, policies and
practices in determining such reserves. Based on the reviews at this stage, it
is possible that additional reserves of up to approximately $750 million in the
aggregate may be recorded upon completion of these reviews, which would result
in after-tax charges to income of up to approximately $488 million in the
aggregate, primarily relating to reserves for cumulative injury claims,
insurance products involving financial guarantees based on the fair value of
underlying collateral and certain insurance receivables. Stockholders' equity
would be correspondingly reduced by an equivalent after-tax amount as a result
of these charges. The Registrant believes that TAP'S reviews are likely to be
completed in 1996, although there can be no assurance as to the ultimate timing
thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Audited historical combined financial statements of The Aetna
Casualty and Surety Company and The Standard Fire Insurance Company
and their subsidiaries as of
2
December 31, 1995 and 1994 and for the years ended December 31, 1995
and 1994, including the report of KPMG Peat Marwick LLP, filed as
Exhibit 99.01 hereto.
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined statement of income for the
year ended December 31, 1995 and the unaudited pro forma condensed
combined statement of financial position as of December 31, 1995 of
the Registrant, together with the notes thereto, filed as Exhibit
99.02 hereto.
(c) Exhibits
Exhibit No. Description
----------- -----------
23.01 Consent of KPMG Peat Marwick
LLP.
99.01 Audited historical combined financial
statements of The Aetna Casualty and
Surety Company and The Standard Fire
Insurance Company and their subsidiaries
as of December 31, 1995 and 1994 and for
the years ended December 31, 1995 and
1994, including the report of KPMG Peat
Marwick LLP.
99.02 Unaudited pro forma condensed
combined statement of income for the
year ended December 31, 1995 and the
unaudited pro forma condensed combined
statement of financial position as of
December 31, 1995 of the Registrant,
together with the notes thereto.
3
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: April 23, 1996
TRAVELERS GROUP INC.
By: /s/ William T. Bozarth
--------------------------------
William T. Bozarth
Vice President
4
EXHIBIT INDEX
-------------
Exhibit
No. Description Filing Method
------- ----------- -------------
23.01 Consent of KPMG Peat Marwick LLP Electronic
99.01 Audited historical combined financial Electronic
statements of The Aetna Casualty and
Surety Company and The Standard Fire
Insurance Company and their subsidiaries
as of December 31, 1995 and 1994 and for
the years ended December 31, 1995 and
1994, including the report of KPMG Peat
Marwick LLP
99.02 Unaudited pro forma condensed Electronic
combined statement of income for the
year ended December 31, 1995 and the
unaudited pro forma condensed combined
statement of financial position as of
December 31, 1995 of the Registrant,
together with the notes thereto.