1
Registration Statement No. 333-15687
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TRAVELERS LIFE AND ANNUITY COMPANY
and
THE TRAVELERS INSURANCE COMPANY
(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
I.R.S. Employer Identification Number: 06-0566090
One Tower Square, Hartford, Connecticut 06183 (860) 277-0111
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
Ernest J. Wright
The Travelers Life and Annuity Company
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
(860) 277-4345
(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 annuities
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
---
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 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
THE TRAVELERS INSURANCE COMPANY
Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
-------------------------------------------------------------
Item
No. Form S-2 Caption Heading in Prospectus
- ---- ---------------- ---------------------
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 Contracts
9. Description of Securities Outside Front Cover Page of Prospectus;
to be Registered Description of the Contracts;
Limited Guarantee
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;
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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This registration statement incorporates by reference Post-Effective Amendment
No. 1, filed on April 21, 1997.
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PART II
-------
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
Registration Fees: $51,724.14 for 150,000,000 in interests of Modified
Guaranteed Annuity Contracts.
Estimate of Printing Costs: $15,000
Cost of Independent Auditors: Approximately $8,000
Item 15. Indemnification of Directors and Officers
-----------------------------------------
Section 33-320a 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 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; 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.
C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.
Travelers Group Inc. provides liability insurance for its directors and officers
and the directors and officers of its subsidiaries, including the Registrants.
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
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have 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 Registrants 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 Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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Item 16. Exhibits
--------
(a) Exhibits
1. Underwriting Agreement. (Incorporated herein by reference
to Exhibit 1 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-2, File No. 58677, filed
on July 11, 1995.)
2. Agreement and Plan of Merger dated June 25, 1995, by and
among United HealthCare Corporation, Montana Acquisition,
Inc., The MetraHealth Companies, Inc. and Certain Other
Persons. (Incorporated herein by reference to Exhibit 2 to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-2, File No. 58677, filed on July 11,
1995.)
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. 33-58131, filed on March 17, 1995.)
3(a)(i) Charter of The Travelers Insurance Company as amended on
October 19, 1994. (Incorporated herein by reference to
Exhibit 3(a)(i) to the Registration Statement on Form S-2,
File No. 33-58677, filed on April 18, 1995.)
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. 33-58131, filed on March 17, 1995.)
3(b)(i) By-Laws of The Travelers Insurance Company, as amended on
October 20, 1994. (Incorporated herein by reference to
Exhibit 3(b)(i) to the Registration Statement on Form S-2,
File No. 33-58677, filed on April 18, 1995.)
4(a). Contracts. (Incorporated herein by reference to Exhibit 4
(a) to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-2, File No. 58677, filed on July 11,
1995.)
4(b). Limited Guarantee.
4(b)(i). Approval from State of Connecticut.
5. Opinion Re: Legality, Including Consent.
10. Material Contracts.
a. Master Agreement, dated as of September 1, 1994,
between the Company and Metropolitan Life Insurance
Company ("MetLife"), incorporated by reference to
Exhibit 10.03 to The Travelers Insurance Company's
Form 10-Q for the quarter ended September 30, 1994,
File No. 33-33691, filed on November 14, 1994.
b. Group Life Insurance and Related Businesses
Acquisition Agreement, dated as of September 1,
1994, among MetLife, the Company, The Travelers
Indemnity Company of Rhode Island and The Travelers
Insurance Company of Illinois, incorporated by
reference to Exhibit 10.04 to The Travelers
Insurance Company's Form 10-Q for the quarter ended
September 30, 1994, File No. 33-33691, filed on
November 14, 1994.
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23(a). Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23(b). Consent of Counsel (see Exhibit 5).
24(a). Powers of Attorney for Separate Account MGA II authorizing
Jay S. Fishman or Ernest J. Wright as signatory for Marc
P. Weill and Christine B. Mead. (Incorporated herein by
reference to Exhibit 24(a) to Pre-Effective Amendment No.
1 to the Registration Statement on Form S-2, File No.
58677, filed on July 11, 1995.)
24(b). Powers of Attorney for Separate Account MGA II authorizing
Jay S. Fishman or Ernest J. Wright as signatory for Robert
I. Lipp, Charles O. Prince, III, Donald T. DeCarlo, Irwin
R. Ettinger, and Michael A. Carpenter. (Incorporated
herein by reference to the Registration Statement on Form
S-2, File No. 33-58677, filed on April 18, 1995.)
24(c). Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Robert I. Lipp, Charles O. Prince,
III, Marc P. Weill, Irwin R. Ettinger, Michael A.
Carpenter, Donald T. DeCarlo and Christine B. Mead.
(Incorporated herein by reference to Exhibit 24(c) to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-2, File No. 58677, filed on July 11,
1995.)
24(d) Powers of Attorney for Separate Account MGA II authorizing
Ernest J. Wright or Kathleen A. McGah as signatory for
Michael A. Carpenter, Jay S. Benet, George C. Kokulis,
Katherine M. Sullivan and Ian R. Stuart. (Incorporated
herein by reference to Exhibit 24(d) to the Registration
Statement on Form S-2, filed November 6, 1996.)
24(e) Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Michael A. Carpenter,
Jay S. Benet, George C. Kokulis, Katherine M. Sullivan and
Ian R. Stuart. (Incorporated herein by reference to
Exhibit 24(e) to the Registration Statement on Form S-2,
filed November 6, 1996.)
24(f) Power of Attorney authorizing Ernest J. Wright or Kathleen
A. McGah as signatory for Ian R. Stuart.
27(a). Financial Data Schedule of The Travelers Life and Annuity
Company.
27(b). Financial Data Schedule of The Travelers Insurance
Company.
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Item 17. Undertakings
------------
The undersigned registrants hereby undertake as follows, pursuant to Item 512 of
Regulation S-K:
(a) Rule 415 offerings:
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:
a. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
b. 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; and
c. 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 the 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.
(h) Requests 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 registrants pursuant to the provisions described under
Item 15 above or otherwise, the Registrants have 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
registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted against the registrants by such
director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant named
below certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on May 1, 1997.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)
By: *Ian R. Stuart
----------------------------------------------
Ian R. Stuart
Senior Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
Pursuant to the requirements of the Securities Act of 1933, this amendment to
this registration statement has been signed by the following persons in the
capacities indicated on May 1, 1997.
*MICHAEL A. CARPENTER Director and Chairman of the Board,
- -------------------------------- President and Chief Executive Officer
(Michael A. Carpenter)
*ROBERT I. LIPP Director
- --------------------------------
(Robert I. Lipp)
*JAY S. BENET Director
- --------------------------------
(Jay S. Benet)
*GEORGE C. KOKULIS Director
- --------------------------------
(George C. Kokulis)
*KATHERINE M. SULLIVAN Director, Senior Vice President and
- -------------------------------- General Counsel
(Katherine M. Sullivan)
*IAN R. STUART Director, Senior Vice President, Chief
- -------------------------------- Financial Officer, Chief Accounting Officer
(Ian R. Stuart) and Controller
*MARC P. WEILL Director
- --------------------------------
(Marc P. Weill)
* By: Ernest J. Wright, Attorney-in-Fact
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant named
below 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
May 1, 1997.
THE TRAVELERS INSURANCE COMPANY
(Registrant)
By: *Ian R. Stuart
---------------------------------------------
Ian R. Stuart
Senior Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
Pursuant to the requirements of the Securities Act of 1933, this amendment to
this registration statement has been signed by the following persons in the
capacities indicated on May 1, 1997.
*MICHAEL A. CARPENTER Director, Chairman of the Board, President
- -------------------------------- and Chief Executive Officer
(Michael A. Carpenter)
*ROBERT I. LIPP Director
- --------------------------------
(Robert I. Lipp)
*JAY S. BENET Director
- --------------------------------
(Jay S. Benet)
*GEORGE C. KOKULIS Director
- --------------------------------
(George C. Kokulis)
*KATHERINE M. SULLIVAN Director, Senior Vice President and
- -------------------------------- General Counsel
(Katherine M. Sullivan)
*IAN R. STUART Director, Senior Vice President,
- -------------------------------- Chief Financial Officer,
(Ian R. Stuart) Chief Accounting Officer and Controller
*MARC P. WEILL Director
- --------------------------------
(Marc P. Weill)
*By: Ernest J. Wright, Attorney-in-Fact
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EXHIBIT INDEX
-------------
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
1. Underwriting Agreement. (Incorporated herein by reference
to Exhibit 1 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-2, File No. 58677,
filed on July 11, 1995.)
2. Agreement and Plan of Merger dated June 25, 1995, by and
among United HealthCare Corporation, Montana Acquisition,
Inc., The MetraHealth Companies, Inc. and Certain Other
Persons. (Incorporated herein by reference to Exhibit 2 to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form S-2, File No. 58677, filed on July 11, 1995.)
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. 33-58131, filed on March 17, 1995.)
3(a)(i) Charter of The Travelers Insurance Company, as amended
on October 19, 1994. (Incorporated herein by reference
to Exhibit 3(a)(i) to the Registration Statement on Form S-2,
File No. 33-58677, filed on April 18, 1995.)
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. 33-58131, filed on March 17, 1995.)
3(b)(i) By-Laws of The Travelers Insurance Company, as amended
on October 20, 1994. (Incorporated herein by reference
to Exhibit 3(b)(i) to the Registration Statement on Form S-2,
File No. 33-58677, filed on April 18, 1995.)
4(a). Contracts. (Incorporated herein by reference to Exhibit 4(a)
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-2, File No. 58677, filed on July 11, 1995.)
4(b). Limited Guarantee. Electronically
4(b)(i). Approval from State of Connecticut. Electronically
5. Opinion Re: Legality, Including Consent. (Incorporated herein
by reference to Exhibit 5 to Post-Effective Amendment
No. 1 to the Registration Statement on Form S-2
filed on April 21, 1997)
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Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
10. Material Contracts.
a. Master Agreement, dated as of September 1, 1994,
between the Company and Metropolitan Life Insurance
Company ("MetLife"), incorporated by reference to
Exhibit 10.03 to Form 10-Q for the quarter ended
September 30, 1994, File No. 33-33691, filed on
November 14, 1994.
b. Group Life Insurance and Related Businesses
Acquisition Agreement, dated as of September 1, 1994,
among MetLife, the Company, The Travelers Indemnity
Company of Rhode Island and The Travelers Insurance
Company of Illinois, incorporated by reference to
Exhibit 10.04 to Form 10-Q for the quarter ended
September 30, 1994, File No. 33-33691, filed on
November 14, 1994.
23(a). Consent of KPMG Peat Marwick LLP, Independent Electronically
Certified Public Accountants.
23(b). Consent of Counsel (see Exhibit 5). (Incorporated herein
by reference to Exhibit 23(b)
to Post-Effective Amendment
No. 1 to the Registration Statement on Form S-2
filed on April 21, 1997)
24(a). Powers of Attorney for Separate Account MGA II authorizing
Jay S. Fishman or Ernest J. Wright as signatory for Marc P.
Weill and Christine B. Mead. (Incorporated herein by reference
to Exhibit 24(a) to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-2, File No. 58677, filed on
July 11, 1995.)
24(b). Powers of Attorney for Separate Account MGA II authorizing
Jay S. Fishman or Ernest J. Wright as signatory for Robert I.
Lipp, Charles O. Prince, III, Donald T. DeCarlo, Irwin R.
Ettinger and Michael A. Carpenter. (Incorporated herein by
reference to the Registration Statement on Form S-2,
File No. 33-58677, filed on April 18, 1995.)
24(c). Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Robert I. Lipp, Charles O. Prince, III,
Marc P. Weill, Irwin R. Ettinger, Michael A. Carpenter,
Donald T. DeCarlo and Christine B. Mead. (Incorporated
herein by reference to Exhibit 24 to Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-2,
File No. 58677, filed on July 11, 1995.)
24(d) Powers of Attorney for Separate Account MGA II
authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for Michael A. Carpenter, Jay S. Benet,
George C. Kokulis, Katherine M. Sullivan and Ian R. Stuart.
(Incorporated herein by reference to Exhibit 24(d) to the
Registration Statement on Form S-2, filed November 6, 1996.)
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Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
24(e) Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Michael A. Carpenter,
Jay S. Benet, George C. Kokulis, Katherine M. Sullivan
and Ian R. Stuart. (Incorporated herein by reference to
Exhibit 24(e) to the Registration Statement on Form S-2,
filed November 6, 1996.)
24(f) Power of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Ian R. Stuart.
(Incorporated herein by reference to Exhibit 24(f)
to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-2 filed on April 21, 1997)
27(a). Financial Data Schedule of The Travelers Life and
Annuity Company. (Incorporated herein by reference to Exhibit
27(a) to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-2 filed on April 21, 1997)
27(b). Financial Data Schedule of The Travelers Insurance
Company. (Incorporated herein by reference to Exhibit
27(b) to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-2 filed on April 21, 1997)