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Registration Statement No. 333-49462
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TRAVELERS LIFE AND ANNUITY COMPANY
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(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number: 06-0904249
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One Tower Square, Hartford, Connecticut 06183 (860) 277-0111
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(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
Ernest J. Wright
Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
(860) 277-4345
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code of Agent for Service)
Approximate date of commencement of proposed sale to the public: The investment
option interests covered by this registration statement are to be issued from
time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. X
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If the Registrant elects to deliver its latest Annual Report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. ___
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering ____.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering ____.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ___
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PART I
INFORMATION REQUIRED IN PROSPECTUS
THE TRAVELERS LIFE AND ANNUITY COMPANY
Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
Item
No. Form S-2 Caption Heading in Prospectus
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1. Forepart of the Registration Outside Front Cover Page of Registration
Statement and Outside Front Statement and Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Available Information, Incorporation of
Cover Pages of Prospectus Certain Documents by Reference;
Table of Contents
3. Summary Information, Risk Prospectus Summary; Outside Front
Factors and Ratio of Earnings Cover Page
to Fixed Charges
4. Use of Proceeds Investments by the Company
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of the Contract
9. Description of Securities Outside Front Cover Page of Prospectus;
to be Registered Description of Contracts
10. Interests of Named Experts Not Applicable
and Counsel
11. Information with Respect to Outside Front Cover Page; Incorporation
the Registrant of Certain Documents by Reference to Form 10-K
12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
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THE TRAVELERS LIFE AND ANNUITY COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS
The Fixed Account Option described in this prospectus is available only in
conjunction with certain variable annuity contracts (the "Contracts" and/or
"Certificates") issued by The Travelers Life and Annuity Company (the "Company")
and funded by The Travelers Separate Account Six for Variable Annuities (the
"Separate Account"). The Company may, in the future, offer the Fixed Account
option to additional contracts funded through other separate accounts. The
Separate Account in turn purchases shares in certain underlying mutual funds.
The underlying mutual funds are described in the mutual fund prospectuses. The
specific features of the Contract and the Separate Account are disclosed in
greater detail in the Contract prospectus. This prospectus must be accompanied
by and read in conjunction with the Contract prospectus and the underlying fund
prospectuses.
This prospectus explains:
- the Fixed Account Option
- Travelers Life and Annuity Company
- the Interest Rates
- Transfers to and from the Fixed Account Option
- Surrenders
- Market Value Adjustment
- other aspects of the Fixed Account Option
The Travelers Life and Annuity Company, One Tower Square, Hartford, Connecticut
06183, is the issuer of the Contracts; Travelers Distribution LLC, One Tower
Square, Hartford, Connecticut 06183 is the principal underwriter and distributor
of the Contracts.
THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE COMPANY'S LATEST ANNUAL REPORT
ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 2000, WHICH CONTAIN ADDITIONAL
INFORMATION ABOUT THE COMPANY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK, AND
ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED MAY 1, 2001
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TABLE OF CONTENTS
PAGE
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Glossary of Special Terms................................... 3
Summary..................................................... 4
The Insurance Company....................................... 5
The Fixed Account Option.................................... 5
The Accumulation Period................................... 5
Purchase Payments...................................... 5
Declared Interest Rates of the Initial and Subsequent
Renewal Periods....................................... 5
Cash Values............................................ 6
Transfers.............................................. 6
Transfers from the Fixed Account....................... 6
Transfers to the Fixed Account......................... 6
Surrenders............................................. 7
General.............................................. 7
Payment of Full or Partial Surrenders................ 7
Contract Termination................................. 7
Annuity Period............................................ 8
Investments by the Company.................................. 8
Distribution of the Contracts............................... 8
Federal Income Tax Considerations........................... 9
Taxation of the Company................................... 9
Information Regarding the Contracts....................... 9
Available Information....................................... 9
Incorporation of Certain Documents by Reference............. 9
Legal Opinion............................................... 10
Experts..................................................... 10
Financial Statements
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GLOSSARY OF SPECIAL TERMS
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ACCUMULATION PERIOD: The period before annuity payments begin.
ANNUITANT: A Participant on whose life Annuity payments are to be made under a
contract.
ANNUITY: Payment of income for a stated period or amount.
ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to begin.
ANNUITY PERIOD: The period during which Annuity payments are made.
CASH SURRENDER VALUE: The Cash Value less any amounts deducted upon surrender,
any applicable premium tax and any outstanding loans.
CASH VALUE: The Purchase Payment(s) plus all interest earned, minus all
surrenders, charges and applicable premium taxes previously deducted.
CERTIFICATE ANNIVERSARY: Each anniversary of the Certificate Date.
CERTIFICATE DATE: The date an individual Certificate of Participation is issued
under a group Contract.
CERTIFICATE YEAR: Each 12-month period beginning with the date an individual
certificate of participation is issued under a group contract.
COMPETING FUND: Any investment option under the Plan, which in our opinion,
consists primarily of fixed income securities and/or money market instruments.
CONTRACT ANNIVERSARY: Each anniversary of the Contract Date.
CONTRACT/CERTIFICATE VALUE: The amount of all purchase payments, plus any
applicable credits, plus or minus any investment experience or interest.
CONTRACT DATE: The date shown on the Contract specifications page on which the
Contract is issued.
CONTRACT OWNER: The employer or entity owning the contract.
CONTRACT YEAR: Each 12-month period beginning with the effective date of the
contract.
DECLARED INTEREST RATE(S): One or more rates of interest which may be declared
by the Company. Such rates will never be less than the guaranteed interest rate
stated in the contract and may apply to some or all of the values under the
Fixed Account Option for periods of time determined by the Company.
FIXED ACCOUNT OPTION: An annuity option which does not vary with the investment
experience of a Separate Account as described in this Prospectus.
GENERAL ACCOUNT: The General Account of the Company that holds values
attributable to the Fixed Account Option.
GUARANTEE PERIOD: The period between the initial Premium Payment or Renewal Date
and the Maturity Date during which a Guaranteed Interest Rate is credited.
HOME OFFICE: The Travelers Life and Annuity Company located at One Tower Square,
Hartford, Connecticut 06183.
IN WRITING: A written form satisfactory to us and received at our Home Office.
MARKET VALUE ADJUSTMENT: The Market Value Adjustment reflects the relationship,
at the time of surrender, between the rate of interest credited to funds on
deposit under the Fixed Account Option at the time of discontinuance to the rate
of interest credited on new deposits at the time of discontinuance.
MARKET ADJUSTED VALUE: The value of funds held in the Fixed Account Option
increased or decreased by the Market Value Adjustment.
OPTIONAL DEATH BENEFIT AND CREDIT: An optional feature available under Travelers
Retirement Account Contracts where, for an additional charge, we will add a
credit to each purchase payment equal to 2% of that purchase payment. Refer to
the Travelers Retirement Account prospectus for more details.
PARTICIPANT: An eligible person who is a member in a tax qualified Plan under
Sections 401, 403(b) or 457 of the Internal Revenue Code of 1986, as amended
(the "Code"), or a nonqualified deferred Compensation Plan.
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PARTICIPANT'S INDIVIDUAL ACCOUNT: An account to which amounts are credited to a
Participant or Beneficiary under the contract.
PREMIUM TAX: A tax charged by a state or municipality on premiums, Purchase
Payments or contract values.
PURCHASE PAYMENT: The premium payment applied to the Contract.
SALES CHARGE: Any applicable surrender charge or contingent deferred sales
charge, as defined in the Contract.
SEPARATE ACCOUNT: The Travelers Separate Account Six for Variable Annuities.
SEPARATE ACCOUNT OPTION: A Funding option which varies with the investment
experience of the separate account.
SUMMARY
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This prospectus describes the Fixed Account Option available as a companion
contract with variable annuity contracts of Separate Account Six. The contracts
are used with:
-- qualified pension and profit-sharing plans,
-- tax-deferred annuity plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)
and
-- deferred compensation plans of state and local governments and
nonqualified deferred compensation plans.
The Travelers Life and Annuity Company ("we" or the "Company") issues the
contracts. Purchase Payments made under the contracts and directed to the Fixed
Account Option become a part of the Company's General Account. Purchase Payments
may also be allocated to one or more Separate Account Options. The variable
annuity contract and underlying mutual funds are described in separate
prospectuses and will always accompany this prospectus. Please read all
prospectuses carefully.
During the Accumulation Period, the Fixed Account Option provides for Purchase
Payments to be credited with an initial interest rate for a 12-month period. The
initial interest rate will be declared monthly.
At the end of the 12-month guarantee period, a renewal interest rate (of at
least 3%) will be determined by the Company. At the end of the initial guarantee
period, the first renewal rate will be guaranteed to the end of the calendar
year. The second and all subsequent renewal rates will be declared each January
1 thereafter, and will be guaranteed through December 31 of that year. The rates
of interest credited will affect a contract or account's Cash Value (see "Cash
Values"). Such rates may also be used to determine amounts payable upon
termination of the contracts. (See "Surrenders -- Contract Termination.")
Generally, the Company intends to invest assets directed to the Fixed Account
Option in investment-grade securities. The Company has no specific formula for
determining the initial interest rates or renewal interest rates. However, such
determination will generally reflect interest rates available on the types of
debt instruments in which the Company intends to invest the amounts directed to
the Fixed Account Option. In addition, the Company's management may also
consider various other factors in determining these rates for a given period,
including regulatory and tax requirements; sales commission and administrative
expenses borne by the Company; general economic trends; and competitive factors.
(See "Investments by the Company.")
The Contract Owner may, during the Accumulation Period, direct all or a portion
of a contract or account's Cash Value under the Fixed Account Option to one or
more of the investment options of the Separate Account. No Sales Charges will be
deducted on such transfers. However, there are restrictions which may limit the
amount that may be so directed and transfers may be deferred in certain cases.
(See "Transfers from the Fixed Account.")
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Distributions and transfers from the Fixed Account Option are made on a last-in,
first-out basis. We will determine the Cash Surrender Value as of the next
valuation date after we receive a written request at our Home Office. We reserve
the right to defer payment of the Fixed Account Option for up to six months from
the date we receive the written request. If a payment is deferred for more than
30 days after we receive the request, we will pay a minimum interest rate of 3%
on the amount.
THE INSURANCE COMPANY
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The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in the state of Connecticut and has been continuously engaged in the
insurance business since that time. The Company is licensed to conduct life
insurance business in a majority of the states of the United States, the
District of Columbia and Puerto Rico, and intends to seek licensure in the
remaining states, except New York. The Company is an indirect wholly owned
subsidiary of Citigroup Inc. The Company's home office is located at One Tower
Square, Hartford, Connecticut 06183.
THE FIXED ACCOUNT OPTION
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The Fixed Account Option is available only in conjunction with the purchase of a
variable annuity Contract (Separate Account Six) issued by the Company. This
Contract is available as an individual or group Contract. Participants under
group Contracts are issued Certificates summarizing the provisions of the group
Contract. For convenience, we refer to both individual Contract Owners and
Participants as Contract Owners.
The contracts provide for both an Accumulation Period and an Annuity Period.
During the Accumulation Period, the Contract Owner may direct Purchase Payments
of the Fixed Account (part of the Company's general account). During the Annuity
Period, the value of the Annuity contract is used to purchase Fixed or Variable
Annuities. The operation of the contract during the Annuity Period described in
the contract prospectus accompanying this prospectus.
THE ACCUMULATION PERIOD
PURCHASE PAYMENTS
During the Accumulation Period, all or a portion of Purchase Payments (less any
premium taxes), may be allocated to the Fixed Account Option.
DECLARED INTEREST RATES OF THE INITIAL AND SUBSEQUENT RENEWAL PERIODS
The Fixed Account guarantees an initial interest rate for a 12-month period.
Initial interest rates are declared monthly.
At the end of the 12-month guarantee period, a renewal interest rate will be
determined. The rate will never be less than 3%. At the end of the initial
guarantee period, the first renewal rate will be guaranteed to the end of that
calendar year. The second and all future renewal rates will be declared each
subsequent January 1 and guaranteed through December 31 of each year.
The interest rates are compounded, that is, all interest earned is credited
daily.
The Company has no specific formula for determining the rate(s) of interest that
it will declare. Generally, the rates we determine will reflect interest rates
available on the types of debt
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instruments in which we intend to invest the amounts directed to the Fixed
Account Option (see "Investments by the Company"). In addition, the Company's
management may also consider various other factors in determining interest rates
for a given period, including regulatory and tax requirements; sales commission
and administrative expenses borne by the Company; general economic trends; and
competitive factors. THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION
AS TO ANY DECLARED INTEREST RATES AND ANY INTEREST IN EXCESS OF THE GUARANTEED
RATE OF 3%. THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY FUTURE
DECLARED INTEREST IN EXCESS OF 3%.
CASH VALUES
We will credit amounts held under the Fixed Account Option with interest. The
minimum guaranteed interest rate is 3%. Interest is credited daily. Purchase
Payments (other than the initial Purchase Payment) are allocated to the Fixed
Account Option as of the close of the business day on which we receive the
Purchase Payment at the Home Office. Therefore, Purchase Payments begin earning
interest the day after we receive the Purchase Payment in good order.
TRANSFERS
No transfers are allowed between the Fixed Account Option and any Competing
Fund.
The charges for transfers are described in the contract prospectus which
accompanies this prospectus. No Sales Charges apply when a transfer is made.
TRANSFERS FROM THE FIXED ACCOUNT
The Contract Owner may transfer amounts in the Fixed Account Option to one or
more of the Separate Account Options subject to the Competing Fund restrictions
described in your Contract. All transfers will be made on a last-in, first-out
basis. That is, the money most recently deposited or transferred into the
account will be transferred or surrendered first.
Amounts transferred from the Fixed Account to the Separate Account Options or to
Contracts not issued by us are limited in any calendar year to 20% of the
Contract/Certificate Value directed to the Fixed Account Option as of the end of
the preceding certificate year.
TRANSFERS TO THE FIXED ACCOUNT
The Contract Owner may transfer amounts in the Separate Account Options to the
Fixed Account Option subject to the Competing Fund restrictions described in
your Contract. In addition:
- Amounts previously transferred from the Fixed Account Option to the
Separate Account Options may not be transferred back to the Fixed
Account Option or any Competing Fund for a period of at least 3 months
from the date of the transfer.
- Amounts previously transferred from a Competing Fund to a Separate
Account Option which is not a competing fund may not be transferred to
the Fixed Account Option for a period of at least 3 months from the
date of transfer.
In addition, if the Contract Owner selects the Optional Death Benefit and Credit
under the Contract, the following additional restrictions apply:
- Purchase Payments allocated to a Separate Account Option which is not
a Competing Fund may not be transferred to the Fixed Account for a
period of at least 3 months from the date of the Purchase Payment.
- If a Purchase Payment has been made within the last five
Contract/Certificate years, transfers from the Separate Account
Options to the Fixed Account Option may not exceed 20% per year of the
Contract/Certificate value in the Separate Account Options on the
Contract/Certificate anniversary.
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SURRENDERS
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GENERAL
Subject to the termination provisions described below, the Contract Owner may
request a full or partial surrender of Cash Values at any time from the Fixed
Account Option.
Payment of Full or Partial Surrenders
In the event of a partial surrender from the Fixed Account Option, we will pay
the requested value less any applicable Sales Charges. All partial surrenders
will be made on a last-in, first-out basis. If an allocated account is
surrendered for reasons other than contract termination, we will pay the Cash
Value less any Premium Tax, the administrative charge, and any Sales Charges, as
applicable. PLEASE CONSULT THE ACCOMPANYING VARIABLE ANNUITY CONTRACT PROSPECTUS
FOR ANY APPLICABLE SALES CHARGES.
CONTRACT TERMINATION
If the Contract is discontinued, no further Purchase Payments or transfers will
be allowed. On the date we receive a written request to terminate the Contract,
or within 31 days after we notify you of our intent to terminate the contract,
any amounts transferred from the Fixed Account Option to the Separate Account
Options during the 30 days before the date of discontinuance will be transferred
back to the Fixed Account Option.
If the Contract is discontinued because of Plan termination due to the
dissolution or liquidation of the employer under US Code Title 11 procedures,
the Cash Surrender Value will be distributed directly to the employees entitled
to share in such distributions pursuant to the plan. Distribution may be in the
form of cash payments, annuity options or deferred annuities. This provision
does not apply to plans established under Section 457 of the Code.
Market Value Adjustment
The following discussion of Market Adjusted Value applies only to Contract
Owners who are not individuals.
If the Contract Owner requests a full surrender of the Contract or of all cash
values held in the Fixed Account Option for reasons other than listed above; or
if the Company discontinues the contract, the Company will determine the Market
Adjusted Value of the Fixed Account Option.
The amount payable to the Contract Owner if a Contract is discontinued may be
increased or decreased by the application of the Market Value Adjustment
formula. The formula is the following:
Market Adjusted Value = Cash Value X (1 + R0)(5)/(1 + R1 + .0025)(5)
Where:
R0 is the interest rate credited to amounts in the Fixed Account
Option at the time of termination,
R1 is the interest rate credited on new deposits for this class of
contracts at the time of termination.
If, as of the date of discontinuance, the Market Adjusted Value is less than the
Cash Value of the Fixed Account Option, the Contract Owner may select one of the
payment methods described below:
1) the Market Adjusted Value (less any applicable Sales Charge) in one lump
sum within 60 days of the date of discontinuance, or
2) The Cash Surrender Value of the Fixed Account Option in installments
over a 5-year period. The amount deducted on Surrender, if any, is
determined as of the date of discontinuance, and will apply to all
installment payments. Interest will be credited to the remaining Cash
Value of the Fixed Account Option during this installment period at a
fixed effective annual interest rate of not less than 3%. The first
payment will be made no later
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than 60 days following the Contract Owner's request for surrender or our
written notification of our intent to discontinue the contract. The
remaining payments will be mailed on each anniversary of the
discontinuance for four years. During that period, no additional
surrenders are allowed.
If, as of the date of discontinuance, the Market Adjusted Value is greater than
the Cash Value of the Fixed Account Option, the Contract Owner may select one of
the payment methods as described below:
1) the Cash Surrender Value of the Fixed Account Option, in one lump sum
within 60 days of the date of discontinuance, or
2) The Cash Value of the Fixed Account Option in installments over a 5-year
period. Interest will be credited to the remaining Cash Value of the
Fixed Account Option during this installment period at a fixed effective
annual interest rate of not less than 3%. The first payment will be made
no later than 60 days following the Contract Owner's request for
surrender or our written notification of our intent to discontinue the
contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.
ANNUITY PERIOD
We will normally make annuity payments within fifteen business days after we
receive a settlement claim, or any other later specified date. Subsequent
payments will be made periodically on the anniversaries of the first payment.
The Separate Account contract prospectus describes more fully the Annuity Period
and annuity options under the contracts. Please note, however, that
annuitization is irrevocable; once fixed Annuity payments have begun, the
annuity benefit cannot be surrendered for a lump sum settlement.
INVESTMENTS BY THE COMPANY
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We must invest our assets according to applicable state laws regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within specified
limits and subject to certain qualifications, in federal, state, and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. All General Account assets
of the Company would be available to meet the Company's guarantee under the
Fixed Account Option. The proceeds from the Fixed Account Option will become
part of the Company's general assets and are available to fund the claims of all
classes of customers of the Company.
In establishing Declared Interest Rates, the Company will consider the yields
available on the instruments in which it intends to invest the amounts directed
to the Fixed Account Option. The current investment strategy for the Contracts
is to invest in investment-grade fixed income securities, including public
bonds, privately placed bonds, and mortgages, some of which may be zero coupon
securities. While this generally describes our investment strategy, we are not
obligated to follow any particular strategy except as may be required by federal
and state laws.
DISTRIBUTION OF THE CONTRACTS
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Travelers Distribution LLC (TDC), an affiliate of the Company, is the principal
underwriter of the Contracts. TDC is registered with the Securities and Exchange
Commission under the 1934 Act as a broker-dealer, and is a member of the
National Association of Securities Dealers, Inc.
The principal underwriter enters into selling agreements with certain
broker-dealers registered under the 1934 Act. Under the selling agreements such
broker-dealers may offer Contracts to persons who have established an account
with the broker-dealer.
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Up-front compensation paid to sales representatives will not exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. From time to time,
the Company may or permit other promotional incentives in cash, credit or other
compensation.
From time to time, the Company may offer customers of certain broker-dealers
special Guaranteed Interest Rates and negotiated commissions. In addition, the
Company may offer Contracts to members of certain other eligible groups through
trusts or otherwise.
FEDERAL INCOME TAX CONSIDERATIONS
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Taxation of the Company
The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. The assets underlying the Fixed Account Option under the contracts
will be owned by the Company. The income earned on such assets will be the
Company's income.
Information Regarding the Contracts
Tax information of the Contracts/Certificates and distributions is briefly
described in the accompanying Contract Prospectus.
AVAILABLE INFORMATION
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The Company files reports and other information with the Securities and Exchange
Commission ("Commission"), as required by law. You may read and copy this
information and other information at the following locations:
- public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C.
- the Commission's Regional Offices located at Seven World Trade Center,
New York, New York 10048,
- the Commission's Regional Offices located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Under the Securities Act of 1933, the Company has filed with the Commission a
registration statement (the "Registration Statement") relating to the Fixed
Account Option offered by this Prospectus. This Prospectus has been filed as a
part of the Registration Statement and does not contain all of the information
set forth in the Registration Statement and the exhibits, and reference is
hereby made to such Registration Statement and exhibits for further information
relating to the Company and the Contracts. The Registration Statement and the
exhibits may be inspected and copied as described above. Although the Company
does furnish the Annual Report on Form 10-K for the year ended December 31, 2000
to owners of contracts or certificates, the Company does not plan to furnish
subsequent annual reports containing financial information to the annuity
contract or certificate owners described in this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Company's latest Annual Report on Form 10-K has been filed with the
Commission. It is incorporated by reference into this Prospectus and a copy must
accompany this Prospectus.
The Form 10-K for the fiscal year ended December 31, 2000 contains additional
information about the Company, including audited financial statements for the
Company's latest fiscal year. The Form 10-K was filed on March 14, 2001 via
EDGAR No. 33-33691.
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If requested, the Company will furnish, without charge, a copy of any and all of
the documents incorporated by reference, other than exhibits to those documents
(unless such exhibits are specifically incorporated by reference in those
documents). You may direct your requests to The Travelers Life and Annuity
Company, One Tower Square, Hartford, Connecticut 06183-5030, Attention: Annuity
Services. The telephone number is (860) 422-3985. You may also obtain copies of
any documents, incorporated by reference into this prospectus by accessing the
SEC's website (http://www.sec.gov).
LEGAL OPINION
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Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Fixed Account Option described in this Prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law, and the validity of the forms such Contracts under Connecticut
law have been passed on by the General Counsel of the Company.
EXPERTS
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The financial statements and schedules of The Travelers Life and Annuity Company
as of December 31, 2000 and 1999, and for each of the years in the three-year
period ended December 31, 2000, have been incorporated by reference herein and
in the registration statement in reliance upon the reports of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
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THE TRAVELERS LIFE AND ANNUITY COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS
L-12918 5/2001
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fees: $52,800 for $200,000,000 in interests of Fixed Annuity
Contracts
Estimate of Printing Costs: $4,000
Cost of Independent Auditors: $ 4,000
Item 15. Indemnification of Directors and Officers
Sections 33-770 et seq inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.
Citigroup Inc. also provides liability insurance for its directors and officers
and the directors and officers of its subsidiaries, including the Registrant.
This insurance provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
16
Item 16. Exhibits
(a) Exhibits
1. Distribution and Principal Underwriting Agreement. (Incorporated
hereby by reference to Exhibit No. 1 to the Registration Statement
on Form S-2, File No. 333-51800 filed December 14, 2000.)
2. None
3(a). Charter of The Travelers Life and Annuity Company, as amended on
April 10, 1990. (Incorporated herein by reference to Exhibit 6(a)
to the Registration Statement on Form N-4, File No. 333-40191
filed November 13, 1997).
3(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit
6(b) to the Registration Statement on Form N-4, File No. 333-40191
filed November 13, 1997.)
4. Contracts. (Incorporated herein by reference to Exhibit 4 to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-4, File No. 333-58809 filed November 3, 1998.)
5. Opinion Re: Legality, Including Consent. (Incorporated herein by
reference to Exhibit 5 to the Registration Statement on Form S-2,
File No. 333-49462 filed November 7, 2000.)
10. None.
23(a). Consent of KPMG LLP, Independent Certified Public Accountants.
23(b). Consent of Counsel (see Exhibit 5). (Incorporated herein by
reference to Exhibit 5 to the Registration Statement on Form S-2,
File No. 333-49462 filed November 7, 2000.)
24. Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for George C. Kokulis, Katherine M. Sullivan,
Glenn Lammey and Marla Berman Lewitus. (Incorporated herein by
reference to Exhibit 24(b) to the Registration Statement on Form
S-2, File No. 333-49462 filed November 7, 2000.)
24(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for William R. Hogan.
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:
1. To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:
i. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation
17
from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price set represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement, and
iii. to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes as follows, pursuant to Item 512(h)
of Regulation S-K:
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this amendment to this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on March 30,
2001.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)
By:*GLENN D. LAMMEY
---------------------------------------
Glenn D. Lammey
Chief Financial Officer,
Chief Accounting Officer and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on March 30, 2001.
*GEORGE C. KOKULIS Director, President and Chief Executive Officer
- ----------------------
(George C. Kokulis)
*GLENN D. LAMMEY Director, Chief Financial Officer
- ----------------------
(Glenn D. Lammey) Chief Accounting Officer and Controller
(Principal Financial Officer)
*MARLA BERMAN LEWITUS Director
- ----------------------
(Marla Berman Lewitus)
*WILLIAM R. HOGAN Director
- ----------------------
(William R. Hogan)
*By: /s/Ernest J. Wright, Attorney-in-Fact
19
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
23(a). Consent of KPMG LLP, Independent Electronically
Certified Public Accountants.
24(b) Power of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for William R. Hogan