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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 1, 2005
The Travelers Insurance Company
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(Exact Name of Registrant as Specified in Its Charter)
Connecticut
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(State or Other Jurisdiction of Incorporation)
33-03094 06-0566090
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(Commission File Number) (IRS Employer Identification No.)
One Cityplace, Hartford, Connecticut 06103-3415
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(Address of Principal Executive Offices) (Zip Code)
860-308-1000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.01 CHANGES IN CONTROL OF THE REGISTRANT
On July 1, 2005 (the "Closing Date"), MetLife, Inc., a Delaware corporation
("MetLife"), acquired all of the outstanding shares of capital stock (the
"Acquisition") of certain indirect subsidiaries held by Citigroup Inc.
("Citigroup"), including The Travelers Insurance Company ("TIC"), The Travelers
Life and Annuity Company, a wholly-owned subsidiary of TIC ("TLAC"), and certain
other domestic insurance companies of Citigroup and substantially all of
Citigroup's international insurance businesses (collectively, the "Travelers
Insurers") for $11.8 billion. Consideration paid by MetLife to Citigroup for the
Travelers Insurers consisted of approximately 22.4 million shares of MetLife
common stock with a value of approximately $1 billion and $10.8 billion in cash
from a combination of dividends from MetLife's insurance subsidiaries and
proceeds from the offering of various forms of securities, including fixed and
floating rate non-cumulative preferred stock, mandatorily convertible common
equity units and US dollar- and sterling-denominated senior notes.
ITEM 8.01 OTHER EVENTS
As a result of the Acquisition, TIC has become subject to the MetLife Financial
Management Code of Professional Conduct (the "Code"), a code of ethics as
defined under Regulation S-K, that applies to TIC's chief executive officer,
chief financial officer, chief accounting officer and all professionals in
finance and finance-related departments. This Code is available on MetLife's
website at www.metlife.com on the corporate governance portion of the site.
SIGNATURES
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.
THE TRAVELERS INSURANCE COMPANY
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: July 8, 2005