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FILE NOS: 2-76358
811-3409
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
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(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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THE TRAVELERS MONEY MARKET ACCOUNT
FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF ANNUAL MEETING
March 4, 1996
To Variable Annuity Contract Owners:
Notice is hereby given that the Annual Meeting of Variable Annuity Contract
Owners of The Travelers Money Market Account for Variable Annuities ("Account
MM") will be held at its offices at One Tower Square, Hartford, Connecticut, on
Friday, April 19, 1996 at 8:30 a.m. for the following purposes:
1. To elect five (5) members of the Board of Managers to serve until
the next annual meeting and until their successors are elected and qualify.
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants of Account MM for the year ending December 31, 1996.
3. To act on any and all other business as may properly come before
the meeting.
The close of business on February 16, 1996 has been fixed as the record
date for the determination of Variable Annuity Contract Owners entitled to
notice of and to vote at said meeting.
By order of the Board of Managers.
/s/ ERNEST J. WRIGHT
ERNEST J. WRIGHT, SECRETARY
Please complete and return the enclosed proxy card as soon as possible in
the post-paid envelope provided. Your prompt response is appreciated.
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THE TRAVELERS MONEY MARKET ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON FRIDAY, APRIL 19, 1996
THE BOARD OF MANAGERS OF THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT MM) SOLICITS YOUR PROXY FOR USE AT THE ANNUAL MEETING OF
CONTRACT OWNERS AND AT ANY ADJOURNMENT OF IT. The annual meeting will be held at
8:30 a.m. on Friday, April 19, 1996, at the offices of Account MM, One Tower
Square, Hartford, Connecticut. This proxy material is expected to be mailed to
Contract Owners on or about March 4, 1996.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to Account MM's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any. If no specification is made, the proxy card will be voted for the election
of the five nominees for members of the Board of Managers listed in this proxy
statement and for the ratification of the selection of Coopers & Lybrand L.L.P.
as independent accountants for the fiscal year ending December 31, 1996.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by The Travelers
Insurance Company ("Travelers Insurance"), the issuer of the variable annuity
contracts that use Account MM as an investment alternative. Proxies may be
solicited by directors, officers or employees of Travelers Insurance on behalf
of the Board of Managers of Account MM, either in person, by telephone or by
telegram.
CONTRACT OWNERS AND THE VOTE
Only Contract Owners of record at the close of business on February 16,
1996 (the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 32,699,600 units of Account MM
outstanding and entitled to be voted at the meeting. The number of full and
fractional votes, which you as a Contract Owner are entitled to cast is set
forth on the enclosed proxy card. As of January 31, 1996, no single person or
entity owned beneficially a contract or contracts entitling it to cast more than
5% of the total outstanding votes.
VOTE REQUIRED
Approval of Proposals 1 and 2 requires the affirmative vote of the holders
of a majority of the voting securities present at the meeting.
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ANNUAL REPORT
Account MM's Annual Report containing financial statements for the fiscal
year ended December 31, 1995 was mailed to Contract Owners of record as of
December 31, 1995. Copies of the Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030, or by calling (860) 277-3525.
1. ELECTION OF THE BOARD OF MANAGERS
At the meeting, five members of the Board of Managers are to be elected to
hold office until the next annual meeting and until their successors shall have
been elected and qualify. Unless this authority has been withheld on the proxy
card, it is intended that the proxy card will be voted for the election of the
five nominees named below. If any of the nominees are unable to serve at the
time of the meeting, and there is no reason to believe they will not serve, the
persons named as proxies may vote for any other person or persons as they may
determine at their discretion. The following nominees are recommended by the
Nominating Committee pursuant to their meeting held on January 18, 1996.
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/95
- ------------------- ---------------------------------------------------------- ---------
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 62 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President (1994-present), Smith
Barney Mutual Funds Management Inc.; Chairman and Director
of forty-one investment companies associated with Smith
Barney; Chairman, Board of Trustees, Drew University;
Trustee, The East New York Savings Bank; Advisory
Director, First Empire State Corporation; Chairman, Board
of Managers, seven Variable Annuity Separate Accounts of
The Travelers Insurance Company+; Chairman, Board of
Trustees, five Mutual Funds sponsored by The Travelers
Insurance Company++; prior to July 1993, Senior Executive
Vice President of Shearson Lehman Brothers Inc.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 72 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1982 thirty-one mutual funds sponsored by Keystone Group,
Inc.; Member, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers
Insurance Company++.
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), None
Age 64 Executive Vice President (1989-1994) and Senior Vice
Member Since 1982 President, Finance and Administration (1983-1989), The
Dexter Corporation (manufacturer of specialty chemicals
and materials); Vice Chairman (1990-1992), Director
(1983-1995), Life Technologies, Inc. (life
science/biotechnology products); Director
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CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/95
- ------------------- ---------------------------------------------------------- ---------
(1994-present), The Connecticut Surety Corporation (insur-
ance); Director (1995-present) Calbiochem Novachem Inter-
national (life science/biotechnology products); Director
(1995-present), Chemfab Corporation (specialty materials
manufacturer); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance Com-
pany+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 53 Marquette University; Professor of Finance (1980-1995) and
Member Since 1990 Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, None
Age 48 Inc. (investment management); Assistant Treasurer, Pen-
Member Since 1991 sions and Benefits Management (1989-1992), United
Technologies Corporation (broad-based designer and
manufacturer of high technology products); Member, Board
of Managers, seven Variable Annuity Separate Accounts of
The Travelers Insurance Company+; Trustee, five Mutual
Funds sponsored by The Travelers Insurance Company++.
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+ These seven Variable Annuity Separate Accounts are: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Growth and Income Stock Account for
Variable Annuities; The Travelers Timed Short-Term Bond Account for Variable
Annuities; The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the Investment
Company Act of 1940, as amended ("1940 Act") by virtue of his position as
Managing Director of Smith Barney and Director of The Travelers Investment
Management Company, the investment adviser to some of the Separate Accounts,
both indirect wholly owned subsidiaries of Travelers Group Inc. Mr. McLendon
also owns shares and options to purchase shares of Travelers Group Inc., the
indirect parent of The Travelers Insurance Company.
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Prior to each annual meeting of Contract Owners at which members of the
Board of Managers are to be elected, or if a vacancy in the Board of Managers
occurs between such meetings, the Nominating Committee of the Board of Managers
recommends candidates for nomination as members of the Board of Managers.
Account MM's Nominating Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. During the fiscal year ended December 31, 1995, the
Nominating Committee held one meeting. The Committee will consider potential
nominees recommended by Contract Owners. Any Contract Owner desiring to present
a candidate to the Committee for consideration should submit the name of the
candidate, in writing, to Account MM's Secretary prior to December 31, 1996.
MEETINGS
There were four meetings of the Board of Managers of Account MM during
1995. All members of the Board of Managers attended at least 75% of the
aggregate of its meetings and the meetings of the committees of which they were
members.
REMUNERATION OF THE BOARD OF MANAGERS
Members of the Board of Managers who are also employees of Travelers Group
Inc., or its subsidiaries are not entitled to any fee. Members of the Board of
Managers who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $17,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,000 for each meeting of such Boards attended. As
indicated under "Distribution and Management Agreement" on page 7, such
compensation is currently paid by Travelers Insurance.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Contract Owners ratify the action of the Board of
Managers, taken on January 18, 1996, by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account MM, to select the firm of Coopers & Lybrand L.L.P. as the independent
accountants of Account MM for the fiscal year ending December 31, 1996. A
representative from Coopers & Lybrand L.L.P. is expected to be present at the
meeting with the opportunity to make a statement if desired, and is expected to
be available to respond to appropriate questions.
The services provided to Account MM by Coopers & Lybrand L.L.P. were in
connection with the audit function for the year 1995 and included primarily the
examination of Account MM's financial statements and the review of filings made
with the Securities and Exchange Commission.
Account MM's Audit Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. The Audit Committee reviews
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the services performed by Coopers & Lybrand L.L.P. During the fiscal year ended
December 31, 1995, the Audit Committee held one meeting.
ADDITIONAL INFORMATION
CONTRACT OWNER PROPOSALS
All Contract Owner proposals to be included in the Proxy Statement for the
next annual meeting must be received by Account MM's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 1, 1996.
It is suggested that Contract Owners submit their proposals by Certified
Mail -- Return Receipt Requested. The Securities and Exchange Commission has
adopted certain requirements which apply to any proposals of Contract Owners.
THE INVESTMENT ADVISER
Travelers Asset Management International Corporation ("TAMIC"), One Tower
Square, Hartford, Connecticut, serves as investment adviser to Account MM
pursuant to an Investment Advisory Agreement dated December 30, 1992 (the
"Advisory Agreement"). The Advisory Agreement was approved by a vote of Contract
Owners at their annual meeting held on April 23, 1993.
Under the terms of the Advisory Agreement, TAMIC is paid an amount
equivalent to 0.3233% on an annual basis of the value of Account MM's assets.
The advisory fees paid by Account MM for the fiscal year ended December 31,
1995, were $254,985.
As required by the 1940 Act, the Advisory Agreement will continue in effect
for a period of more than two years from the date of its execution only so long
as its continuance is specifically approved at least annually (i) by a vote of a
majority of the Board of Managers, or (ii) by a vote of a majority of the
outstanding voting securities of Account MM. In addition, and in either event,
the terms of the Advisory Agreement must be approved annually by a vote of a
majority of the Board of Managers who are not parties to, or interested persons
of any party to, the Advisory Agreement, cast in person at a meeting called for
the purpose of voting on such approval and at which the Board of Managers is
furnished such information as may be reasonably necessary to evaluate the terms
of the Advisory Agreement. The Advisory Agreement further provides that it will
terminate automatically upon assignment; may be amended only with prior approval
of a majority of the outstanding voting securities of Account MM; may be
terminated without the payment of any penalty at any time upon sixty days'
notice by the Board of Managers or by a vote of a majority of the outstanding
voting securities of Account MM; and may not be terminated by TAMIC without
prior approval of a new investment advisory agreement by a vote of a majority of
the outstanding voting securities of Account MM.
TAMIC is a registered investment adviser which has provided investment
advisory services since its incorporation in 1978. TAMIC currently manages
assets of over $4.6 billion. TAMIC is a wholly owned subsidiary of The Travelers
Insurance Group, Inc. (One Tower Square, Hartford,
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Connecticut), an indirectly wholly owned subsidiary of Travelers Group Inc. (388
Greenwich Street, New York, New York). As of December 31, 1995, no person or
entity was known to be a beneficial owner of 10% or more of the voting
securities of Travelers Group Inc.
The principal executive officers and directors of TAMIC are set forth in
the following table along with their addresses and principal occupations, as
well as their respective positions with registered investment companies for
which TAMIC currently acts as investment adviser.
NAME AND ADDRESS OF POSITION WITH TRAVELERS POSITION WITH
PRINCIPAL EXECUTIVE ASSET MANAGEMENT OTHER INVESTMENT
OFFICER AND DIRECTORS(1) INTERNATIONAL CORPORATION COMPANIES(2) PRINCIPAL OCCUPATION
- ------------------------ ------------------------- ---------------- --------------------------
Marc P. Weill Director, Chairman Chief Investment Officer,
and President Travelers Insurance
David A. Tyson Director and Senior Vice Senior Vice President,
President Investments
Travelers Insurance
Joseph E. Rueli, Jr. Director Vice President
Travelers Insurance
F. Denney Voss Director Senior Vice President
Travelers Group Inc.
388 Greenwich Street
New York, New York
John R. Britt Director and Corporate Counsel and
Secretary Assistant Secretary
Travelers Insurance
- ---------------
(1) The address for all of the named persons is The Travelers Insurance Company,
One Tower Square, Hartford, Connecticut.
(2) Investment companies currently managed by TAMIC: The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Bond Account for Variable Annuities;
Cash Income Trust; High Yield Bond Trust; Managed Assets Trust and the U.S.
Government Securities Portfolio and three Zero Coupon Bond Fund Portfolios
(Series 1998, 2000 and 2005) of The Travelers Series Trust.
- --------------------------------------------------------------------------------
Investment advice and decisions for each of TAMIC's clients are made in
accordance with their investment objectives and policies. Securities considered
for investment by Account MM are also usually considered appropriate for
investment by other clients served by TAMIC. When the same investment advice or
decision is made for more than one client at or about the same time and
purchases or sales are made pursuant thereto, transactions in such securities
are generally allocated daily among the clients pro rata in relation to the size
of the order, using the daily average price. It is recognized that in some cases
this practice could have a detrimental effect on the price or volume of
securities being bought or sold by Account MM, while in other cases it may
produce better executions or lower brokerage rates.
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DISTRIBUTION AND MANAGEMENT AGREEMENT
Tower Square Securities, Inc. ("Tower Square") (formerly Travelers Equities
Sales, Inc.), One Tower Square, Hartford, Connecticut, is the principal
underwriter for Account MM. Tower Square is a wholly owned subsidiary of The
Travelers Insurance Group Inc., which is an indirectly wholly owned subsidiary
of Travelers Group Inc.
Under the terms of the Distribution and Management Agreement, Travelers
Insurance provides all administrative services and mortality and expense risk
guarantees related to variable annuity contracts issued by Travelers Insurance
and funded by Account MM. For providing mortality and expense risk guarantees,
Travelers Insurance receives compensation in an amount equivalent to 1.0017% on
an annual basis of the value of the net assets of Account MM for variable
annuity contracts issued on or before May 16, 1983, and 1.25% for variable
annuity contracts issued after May 16, 1983. Tower Square performs all sales
functions relative to the sale and distribution of the Contracts. Tower Square
receives no compensation for its services as principal underwriter.
During 1995, Travelers Insurance received $142,783 for sales and
administrative expenses and $980,050 for mortality and expense guarantees, for a
total of $1,122,833 under the Distribution and Management Agreement. Travelers
Insurance pays all sales costs and costs of qualifying Account MM and its
contracts with regulatory authorities, as well as all printing costs and costs
of proxy solicitation, sales literature, custodian, accountants' and legal fees,
and compensation of the Board of Managers. Travelers Insurance also provides
without cost to Account MM all necessary office space, facilities and personnel
to manage its affairs.
The Distribution and Management Agreement will, as required by the 1940
Act, continue in effect for a period more than two years from the date of its
execution only so long as its continuance is specifically approved at least
annually (i) by a vote of a majority of the Board of Managers, or (ii) by a vote
of a majority of the outstanding voting securities of Account MM. In addition,
and in either event, the terms of the Distribution and Management Agreement must
be approved annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the Distribution and
Management Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Board of Managers of Account MM, including those
members of the Board of Managers who are not interested persons of Account MM,
voting in person on January 18, 1996, at a meeting called for the purpose of
voting on such approval, by unanimous action voted to approve continuance of the
Distribution and Management Agreement.
3. OTHER BUSINESS
The Board of Managers knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy discretion to vote
according to their best judgment if any other business properly comes before the
meeting.
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THE TRAVELERS
MONEY MARKET ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT
VG-128 1996
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THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Annual Meeting of Contract Owners to be held on April 19, 1996
The undersigned, revoking all proxies heretofore given, hereby appoints Heath
B. McLendon, Robert E. McGill, III, or either one of them, as Proxies, with
full power of substitution, to vote on behalf of the undersigned all units of
The Travelers Money Market Account for Variable Annuities which the undersigned
is entitled to vote at the Annual Meeting of Contract Owners to be held at 8:30
a.m. on Friday, April 19, 1996 at One Tower Square, Hartford, Connecticut, and
at any adjournment thereof, in the manner directed below with respect to the
matters described in the Proxy Statement for the Annual Meeting, receipt of
which is hereby acknowledged, and in their discretion, upon such other matters
as may properly come before the Annual Meeting or any adjournment thereof.
FOR FOR, except WITHHOLD
Please vote by filling in the appropriate box below, as shown, using blue or all vote withheld AUTHORITY
black ink or dark pencil. Do not use red ink. /X/ nominees for nominees for all
listed below nominees
1. Election of the Board of Managers - Nominees: / / / / / /
Heath B. McLendon, Knight Edwards, Robert E. McGill, III, Lewis Mandell,
and Frances M. Hawk.
FOR AGAINST ABSTAIN
/ / / / / /
2. Ratification of the selection of Coopers & Lybrand L.L.P. as
independent accountants for the fiscal year ending December 31, 1996.
In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD. 005
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD OF
MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. THE UNITS REPRESENTED HEREBY
WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
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PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
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PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE:_________________,1996
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If signing in a representative capacity (as attorney, executor
or administrator, trustee, guardian or custodian, corporate
officer or general partner), please indicate such capacity
following signature. Proxies for custodian accounts must
be signed by the named custodian, not by the minor.
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Signature(s) if held jointly (Title(s), if required) 005