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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): September 29, 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) As a result of the acquisition on July 1, 2005 of The Travelers Insurance
Company (the "Company") by MetLife, Inc., on September 29, 2005, the
Company dismissed KPMG LLP ("KPMG") as its independent auditors for all
periods subsequent to June 30, 2005. This dismissal was approved by the
Company's Board of Directors.
KPMG's audit report on the Company's financial statements for the fiscal
years ended December 31, 2004 and 2003 did not contain an adverse opinion
or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and any subsequent interim period
preceding September 29, 2005, there were no (i) disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of KPMG, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with
its reports, and (ii) "reportable events," as defined in Item 304(a)(i)(v)
of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A letter from KPMG to the U.S. Securities and Exchange Commission is
attached as Exhibit 16.1 to this Form 8-K.
(b) On September 29, 2005, the Company engaged Deloitte & Touche LLP ("D&T")
to serve as its independent auditors for all interim periods in 2005
subsequent to June 30, 2005 and for the year ended December 31, 2005.
During the two most recent fiscal years and any subsequent interim period
preceding September 29, 2005, neither the Company nor anyone on its behalf
consulted D&T regarding either the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, nor
has D&T provided to the Company a written report or oral advice regarding
such principles or audit opinion.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) 16.1 Letter regarding change in certifying accountant.
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: October 5, 2005
EXHIBIT INDEX
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Exhibit Exhibit
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16.1 Letter regarding change in certifying accountant