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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 25, 1995
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THE TRAVELERS INSURANCE COMPANY
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(Exact name of registrant as specified in its charter)
Connecticut 33-33691 06-0566090
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
One Tower Square, Hartford, Connecticut 06183
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 277-0111
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Item 5. Other Events
On June 25, 1995, The Travelers Insurance Group Inc. ("TIGI") and The Travelers
Insurance Company (the "Company"), both wholly owned subsidiaries of Travelers
Group Inc. ("Travelers"), entered into a definitive agreement with MetLife
HealthCare Holdings, Inc. ("MHH"), a subsidiary of Metropolitan Life Insurance
Company ("MetLife"), The MetraHealth Companies, Inc. ("Metra") and United
HealthCare Corporation ("United") and its acquisition subsidiary for the
acquisition by merger of Metra by United. The Travelers entities and MHH each
own 48.25% of Metra.
The terms of the transaction call for United to pay initial consideration to the
stockholders of Metra of $1.65 billion, of which $1.15 billion is to be paid in
cash and $500 million is to be paid in the form of convertible preferred stock
of United. In addition, United will pay up to $350 million to the Metra
stockholders, based on the operating results of Metra for 1995. In the event
that Company Earnings (as that term is defined in the merger agreement) of Metra
for 1995 are at least $190 million, the stockholders of Metra will be entitled
to receive the full contingency payment. If Company Earnings for 1995 are less
than $190 million, the contingency payment will be reduced ratably, and no
payment will be due if such earnings are $155 million or less. The merger
agreement provides that United will also pay two additional payments to the
stockholders of Metra of up to $175 million each based on the earnings of the
combined Metra and United for 1996 and 1997. In a related agreement, the
Travelers entities have agreed to sell their right to the 1996 and 1997
additional payments to the MetLife entities for $35 million.
According to the terms of the merger agreement, the Travelers entities have
elected to receive all cash for their portion of the initial consideration, and
accordingly will receive a total of $831 million as a result of the merger and
the related sale to the MetLife entities of the Travelers entities' share of the
1996 and 1997 additional payments. In addition, the Travelers entities will
receive up to $169 million if a contingency payment for 1995 is made. Of these
amounts, the Company will be entitled to receive approximately $708 million of
the initial consideration and $144 million of the contingent consideration, with
the balance to be received by TIGI.
The Boards of Directors of the Travelers entities and of MetLife and United have
approved the merger. The merger is subject to customary regulatory approvals,
including approvals from a number of state insurance commissions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.01 Unaudited Pro Forma Consolidated Financial
Information.
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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: June 30, 1995 THE TRAVELERS INSURANCE COMPANY
(Registrant)
By: /s/Christine B. Mead
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Christine B. Mead
Vice President - Finance and Controller
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EXHIBIT INDEX
Exhibit No. Description
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99.01 Unaudited Pro Forma Consolidated Financial
Information.