<PAGE> 1
Registration No. 33-65343
811-07465
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
---------------------------------------------
(Exact name of Registrant)
THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Depositor)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
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(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including area code: (860) 277-0111
--------------
ERNEST J. WRIGHT
Assistant Secretary
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b) of Rule 485
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X on August 19, 1996 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a)(1) of Rule 485
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on ___________ pursuant to paragraph (a)(1) of Rule 485
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
- ------- previously filed post-effective amendment.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
hereby declares that an indefinite amount of Variable Annuity Contracts is
being registered under the Securities Act of 1933.
<PAGE> 2
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
Cross-Reference Sheet
Form N-4
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
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<S> <C> <C>
1. Cover Page Prospectus
2. Definitions Glossary of Special Terms
3. Synopsis Prospectus Summary
4. Condensed Financial Information Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account and the Funding Options; Voting
Rights
6. Deductions (and Expenses) Fee Table; Charges and Deductions;
Distribution of Variable Annuity Contracts
7. General Description of Variable The Contract; Ownership Provisions; Transfers
Annuity Contracts
8. Annuity Period The Annuity Period; Payment Options
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Contract
11. Redemptions Surrenders and Redemptions; Miscellaneous
Contract Provisions; The Contract
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix D
of Additional Information
<CAPTION>
CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
---------------------------------------------------
<S> <C> <C>
15. Cover Page Statement of Additional Information
16. Table of Contents Table of Contents
17. General Information and History The Insurance Company
18. Services Principal Underwriter; Distribution and
Management Agreement
19. Purchase of Securities Being Offered Valuation of Assets
20. Underwriters Principal Underwriter
21. Calculation of Performance Data Performance Information
22. Annuity Payments Not Applicable
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 3
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 4
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
PROSPECTUS
This Prospectus describes an individual flexible premium variable annuity
contract (the "Contract") offered by The Travelers Insurance Company (the
"Company"). The Contract is currently available for use in connection with (1)
individual nonqualified purchases; (2) Individual Retirement Annuities (IRAs)
pursuant to Section 408 of the Internal Revenue Code of 1986, as amended (the
"Code"); and (3) qualified retirement plans. Qualified contracts include
contracts qualifying under Section 401(a), 403(b), or 408(b) of the Code.
Purchase Payments made under the Contract will accumulate on a fixed and/or a
variable basis, as selected by you. If on a variable basis, the value of the
Contract prior to the Maturity Date will vary continuously to reflect the
investment experience of the underlying funds (the "Funding Options") available
under The Travelers Fund ABD for Variable Annuities ("Fund ABD"). The Funding
Options currently available are: Capital Appreciation Fund; Cash Income Trust;
Alliance Growth Portfolio, MFS Total Return Portfolio and Putnam Diversified
Income Portfolio of The Travelers Series Fund, Inc. and Travelers Quality Bond
Portfolio, Lazard International Stock Portfolio, MFS Emerging Growth Portfolio,
Federated Stock Portfolio, Federated High Yield Portfolio, Large Cap Portfolio
and Equity Income Portfolio of The Travelers Series Trust. A Fixed Account
Option is also available and is described in Appendix A. The Fixed Account
option may not be available in some jurisdictions. Unless specified otherwise,
this prospectus refers to the Funding Options.
This Prospectus provides the information about Fund ABD that you should know
before investing. Please read it and retain it for future reference. Additional
information about Fund ABD is contained in a Statement of Additional Information
("SAI") dated August 19, 1996 which has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference into this
Prospectus. A copy may be obtained, without charge, by writing to The Travelers
Insurance Company, Annuity Investor Services, One Tower Square, Hartford,
Connecticut 06183-9061, or by calling (860) 277-0111. The Table of Contents of
the SAI appears in Appendix D of this Prospectus.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
THE UNDERLYING FUNDS. BOTH THIS CONTRACT PROSPECTUS AND THE UNDERLYING FUND
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.
THIS PROSPECTUS IS DATED AUGUST 19, 1996.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS.............................................................. 4
PROSPECTUS SUMMARY..................................................................... 5
FEE TABLE.............................................................................. 7
THE INSURANCE COMPANY.................................................................. 10
THE SEPARATE ACCOUNT AND THE FUNDING OPTIONS........................................... 10
The Travelers Fund ABD For Variable Annuities (Fund ABD)............................. 10
The Funding Options.................................................................. 10
The Travelers Series Trust........................................................... 11
Funding Option Investment Managers................................................... 12
Substitutions and Additions.......................................................... 12
PERFORMANCE INFORMATION................................................................ 12
THE CONTRACT........................................................................... 13
Purchase Payments.................................................................... 13
Right to Return...................................................................... 13
Accumulation Units................................................................... 13
CHARGES AND DEDUCTIONS................................................................. 14
Contingent Deferred Sales Charge..................................................... 14
Administrative Charges............................................................... 14
Mortality and Expense Risk Charge.................................................... 15
Reduction or Elimination of Contract Charges......................................... 15
Funding Option Charges............................................................... 15
Premium Tax.......................................................................... 15
Changes in Taxes Based Upon Premium or Value......................................... 16
OWNERSHIP PROVISIONS................................................................... 16
Types of Ownership................................................................... 16
Beneficiary.......................................................................... 16
Annuitant............................................................................ 16
TRANSFERS.............................................................................. 17
Dollar Cost Averaging (Automated Transfers).......................................... 17
Telephone Transfers.................................................................. 17
SURRENDERS AND REDEMPTIONS............................................................. 18
Systematic Withdrawals............................................................... 18
DEATH BENEFIT.......................................................................... 18
Death Proceeds Prior to the Maturity Date............................................ 19
Death Proceeds After the Maturity Date............................................... 19
THE ANNUITY PERIOD..................................................................... 19
Maturity Date........................................................................ 19
Allocation of Annuity................................................................ 20
Variable Annuity..................................................................... 20
Fixed Annuity........................................................................ 20
PAYMENT OPTIONS........................................................................ 21
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
Election of Options.................................................................. 21
Annuity Options...................................................................... 21
Income Options....................................................................... 22
MISCELLANEOUS CONTRACT PROVISIONS...................................................... 22
Termination.......................................................................... 22
Misstatement......................................................................... 22
Required Reports..................................................................... 22
Suspension of Payments............................................................... 23
Transfers of Contract Values to Other Annuities...................................... 23
FEDERAL TAX CONSIDERATIONS............................................................. 23
General Taxation of Annuities........................................................ 23
Tax Law Diversification Requirements for Variable Annuities.......................... 23
Ownership of the Investments......................................................... 23
Penalty Tax for Premature Distributions.............................................. 24
Mandatory Distributions for Qualified Plans.......................................... 24
Nonqualified Annuity Contracts....................................................... 24
Individual Retirement Annuities...................................................... 25
Qualified Pension and Profit-Sharing Plans........................................... 25
Federal Income Tax Withholding....................................................... 25
VOTING RIGHTS.......................................................................... 26
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS............................................. 26
Conformity with State and Federal Laws............................................... 27
LEGAL PROCEEDINGS AND OPINIONS......................................................... 27
APPENDIX A: THE FIXED ACCOUNT.......................................................... 28
APPENDIX B: Contracts Issued in the State of Florida................................... 29
APPENDIX C: Contracts Issued in the State of New York.................................. 30
APPENDIX D: Table of Contents of the Statement of Additional Information............... 31
</TABLE>
3
<PAGE> 7
GLOSSARY OF SPECIAL TERMS
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ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value
of a Contract before Annuity Payments begin.
ACCUMULATION UNIT VALUE -- the dollar amount of an Accumulation Unit.
ANNUITANT -- the person on whose life this contract is issued and the amount of
the monthly Annuity Payments depend.
ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life
with either a minimum number of payments or a determinable sum assured; or (c)
for the joint lifetime of the Annuitant and another person ("Contingent
Annuitant") and thereafter during the lifetime of the survivor.
ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of
Annuity Payments.
CASH SURRENDER VALUE -- the amount payable to the Contract Owner or other payee
upon full or partial surrender of the Contract during the lifetime of the
Annuitant. The amount will be the contract value, less any applicable surrender
charge and any premium tax not previously deducted.
COMPANY (WE, OUR) -- The Travelers Insurance Company.
COMPANY'S HOME OFFICE -- the principal offices of The Travelers Insurance
Company located at One Tower Square, Hartford, Connecticut 06183-9061.
CONTRACT DATE -- the date on which the Contract, benefits and the contract
provisions become effective.
CONTRACT OWNER (YOU, YOUR) -- the person or entity to whom the Contract is
issued or assigned. A married spouse may be designated as the joint owner.
CONTRACT VALUE -- the current value of Accumulation Units credited to the
Contract and the Fixed Account less any administrative charges.
CONTRACT YEARS -- twelve-month periods beginning on the Contract Date.
FIXED ACCOUNT -- an additional account into which Purchase Payments may be
allocated and which is included in the Contract Value. Purchase Payments
allocated to the Fixed Account will earn interest at a rate guaranteed by the
Company; this rate will change from time to time.
FUNDING OPTION(S) -- the investment option(s) available under the Separate
Account.
HOME OFFICE -- The Travelers Insurance Company, One Tower Square, Hartford, CT
06183.
INCOME PAYMENTS -- optional forms of payments made by the Company which are
based on an agreed-upon number of payments or payment amount.
MATURITY DATE -- the date on which the first Annuity or Income Payment is to
begin under a Contract.
PURCHASE PAYMENT -- a gross amount paid to the Company during the accumulation
period.
SEPARATE ACCOUNT -- assets set aside by the Company, the investment experience
of which is kept separate from that of other assets of the Company (Fund ABD).
SUB-ACCOUNT -- the portion of the assets of the Separate Account which is
allocated to a particular Funding Option.
VALUATION DATE -- a day on which the Separate Account is valued. A Valuation
Date is any day on which the New York Stock Exchange is open for trading. The
value of Accumulation Units and Annuity Units will be determined as of the close
of trading on the New York Stock Exchange.
VALUATION PERIOD -- the period between the close of business on successive
Valuation Dates.
VARIABLE ANNUITY -- an annuity contract which provides for accumulation and for
Annuity Payments which vary in amount in accordance with the investment
experience of a Separate Account.
Certain changes and elections must be made in writing to the Company. Where the
term "written request" is used, it means that written information must be sent
to the Company's Home Office in a form and content satisfactory to the Company.
4
<PAGE> 8
PROSPECTUS SUMMARY
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INTRODUCTION
The Contract described in this Prospectus is both an insurance policy and a
security. As an insurance policy, it is subject to the insurance laws and
regulations of each state in which it is available for distribution. As a
security, it is subject to the federal securities laws. The Contract is an
individual flexible premium variable annuity. It allows you to allocate Purchase
Payments to any or all of the Funding Options currently available under Fund
ABD, as well as to the Fixed Account. (See "The Funding Options" on page 10.) An
initial lump-sum Purchase Payment of at least $5,000 must be made to the
Contract; additional Purchase Payments of at least $500 may be made. In some
states, subsequent Purchase payments may not be allowed. (See "Purchase
Payments," page 13.)
RIGHT TO RETURN
You may return the Contract and receive a full refund of the Contract Value
(including charges) within twenty days after the Contract is delivered to you,
unless state law requires a longer period. (See "Right to Return," page 13.)
CHARGES AND EXPENSES
No sales charges are deducted from Purchase Payments when they are received.
However, a Contingent Deferred Sales Charge ("CDSC" or "surrender charge") may
apply if you make a full or partial surrender of the Contract Value during the
first seven years following each Purchase Payment. The maximum surrender charge
that could be assessed is 6% of the aggregate Purchase Payments made under the
Contract. (See "Contingent Deferred Sales Charge," page 14.)
Other charges include the contract administrative expense charge ($30 annually)
and a Sub-Account administrative expense charge (0.15% on an annual basis of the
average daily net assets allocated to each of the Funding Options). (See
"Administrative Charges," page 14.) A mortality and expense risk charge,
equivalent on an annual basis to 1.25% of the daily net assets of amounts
allocated to each Funding Option will also be charged. (See "Mortality and
Expense Risk Charge," page 15.) If applicable, state premium taxes will also be
deducted and paid when due. (See "Premium Tax," page 15.)
TRANSFERS
Prior to the Maturity Date, you may reallocate the Contract Value among the
Fixed Account and any of the Funding Options available under Fund ABD. Transfers
between the variable Sub-Accounts are unlimited. Transfers between the Fixed
Account and any of the variable Funding Options are subject to certain
restrictions. (See "Transfers," page 17, and "Appendix A," page 28.) Dollar-Cost
Averaging, or automated transfers, are also available. The minimum automated
transfer amount is $400. (See "Dollar Cost Averaging (Automated Transfers)," on
page 17.)
SURRENDERS
Prior to the Maturity Date, you may surrender all or part of the Contract Value
subject to certain charges and limitations. You will be liable for income tax on
the taxable portion of any full or partial surrender, and you may incur a 10%
tax penalty if such surrender is made prior to the age of 59 1/2. (See
"Surrenders and Redemptions," page 18 and "Penalty Tax for Premature
Distributions" page 24.)
Systematic withdrawals of at least $100 on a monthly, quarterly, semiannual or
annual basis may be elected if your Contract Value is at least $15,000. All
applicable surrender charges and premium taxes will be deducted. (See
"Systematic Withdrawals," on page 18.)
5
<PAGE> 9
DEATH BENEFIT
A death benefit is payable to the Beneficiary upon the death of the Annuitant
prior to the Maturity Date with no Contingent Annuitant surviving. The death
benefit will vary based on the Annuitant's age at the time of death. (See "Death
Benefit," page 18.)
THE ANNUITY PERIOD
On the Maturity Date, or other agreed-upon payment date, the Company will
provide Annuity or Income Payments as described in the section entitled "The
Annuity Period." (See page 19.)
THE FIXED ACCOUNT
Although this Prospectus specifically applies only to the variable features of
the Contract, the Contract also allows you to allocate Purchase Payments to a
Fixed Account where they will earn interest at a rate guaranteed by the Company,
which interest rate will not be less than 3% per year. (See "Appendix A," page
28.)
6
<PAGE> 10
FEE TABLE
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FUND ABD AND THE UNDERLYING FUNDING OPTIONS
The purpose of the Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly, under the Contract. Additional information regarding the charges and
deductions assessed under the Contract can be found on page 14. Expenses shown
do not include premium taxes, which may be applicable.
CONTRACT OWNER TRANSACTION EXPENSES
Contingent Deferred Sales Charge (as a percentage of purchase payments):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
LENGTH OF TIME FROM PURCHASE PAYMENT
(NUMBER OF YEARS) SURRENDER CHARGE
----------------------------------------------------------------------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and thereafter 0%
Annual Contract Administrative Charge
(Waived if Contract Value is $40,000 or more) $ 30
</TABLE>
ANNUAL SEPARATE ACCOUNT CHARGES
(As a percentage of average daily net asset value of amounts held in the
Separate Account)
<TABLE>
<S> <C> <C>
Mortality and Expense Risk Fee 1.25%
Sub-Account Administrative Charge 0.15%
----
TOTAL FUNDING OPTION CHARGES 1.40%
</TABLE>
7
<PAGE> 11
FUNDING OPTION EXPENSES
(as a percentage of average daily net assets of the Funding Option)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
MANAGEMENT FEE OTHER EXPENSES TOTAL FUNDING
PORTFOLIO NAME (AS A PERCENTAGE OF ASSETS) (AFTER EXPENSES ARE REIMBURSED) OPTION EXPENSES
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund 0.75% 0.10% 0.85%
Cash Income Trust 0.32% 0.28%(1) 0.60%
Alliance Growth 0.80% 0.10%(2) 0.90%
MFS Total Return 0.80% 0.15%(2) 0.95%
Putnam Diversified Income 0.75% 0.22%(2) 0.97%
Travelers Quality Bond 0.32% 0.43%* 0.75%
Lazard International Stock 0.83% 0.43%* 1.25%
MFS Emerging Growth 0.75% 0.20%* 0.95%
Federated Stock 0.63% 0.33%* 0.95%
Federated High Yield 0.65% 0.30%* 0.95%
Large Cap 0.75% 0.20%* 0.95%
Equity Income 0.75% 0.20%* 0.95%
</TABLE>
(1) Other Expenses take into account the current expense reimbursement
arrangement with the Company. The Company has agreed to reimburse the Fund
for the amount by which its aggregate expenses (including the management
fee, but excluding brokerage commissions, interest charges and taxes)
exceeds 0.60%. Without such arrangement, Other Expenses would have been
8.02% for Cash Income Trust.
(2) Other expenses are as of October 31, 1995, (the Fund's fiscal year end)
taking into account the current expense limitations agreed to by the
Manager. The Manager waived all of its fees for the period and reimbursed
the Portfolios for their expenses. If such fees were not waived and expenses
were not reimbursed, Total Underlying Fund Expenses would have been as
follows: Alliance Growth Portfolio, 0.97%; Putnam Diversified Income
Portfolio, 1.31% and MFS Total Return Portfolio, 1.06%.
* Other expenses are based on an estimate of anticipated expenses, since these
portfolios have no investment history. They became effective on July 31, 1996.
8
<PAGE> 12
EXAMPLE*
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Assuming a 5% annual return, a $1,000 investment would be subject to the
following expenses, if surrendered or withdrawn at the end of the period shown.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund $ 83 $ 121 $ 161 $260
Cash Income Trust 80 113 149 234
Alliance Growth 83 122 164 265
MFS Total Return 84 124 166 270
Putnam Diversified Income 84 124 167 272
Travelers Quality Bond** 82 118 n/a n/a
Lazard International Stock** 87 133 n/a n/a
MFS Emerging Growth** 84 124 n/a n/a
Federated Stock** 84 124 n/a n/a
Federated High Yield** 84 124 n/a n/a
Large Cap** 84 124 n/a n/a
Equity Income** 84 124 n/a n/a
</TABLE>
** For new investment options, expenses are estimated for 1 and 3 years only.
If annuitized, or if no withdrawals are made at the end of the period shown, a
$1,000 investment would be subject to the following expenses:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund $ 23 $ 71 $ 121 $260
Cash Income Trust 20 63 109 234
Alliance Growth 23 72 124 265
MFS Total Return 24 74 126 270
Putnam Diversified Income 24 74 127 272
Travelers Quality Bond** 22 68 n/a n/a
Lazard International Stock** 27 83 n/a n/a
MFS Emerging Growth** 24 74 n/a n/a
Federated Stock** 24 74 n/a n/a
Federated High Yield** 24 74 n/a n/a
Large Cap** 24 74 n/a n/a
Equity Income** 24 74 n/a n/a
</TABLE>
* The Example reflects the $30 Annual Contract Fee as an annual charge of .016%
assets.
** For new investment options, expenses are estimated for 1 and 3 years only.
9
<PAGE> 13
THE INSURANCE COMPANY
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The Travelers Insurance Company (the "Company"), is a stock insurance company
chartered in 1864 in Connecticut and continuously engaged in the insurance
business since that time. It is licensed to conduct life insurance business in
all states of the United States, the District of Columbia, Puerto Rico, Guam,
the U.S. and British Virgin Islands and the Bahamas. The Company is an indirect
wholly owned subsidiary of Travelers Group Inc. The Company's Home Office is
located at One Tower Square, Hartford, Connecticut 06183.
THE SEPARATE ACCOUNT AND THE FUNDING OPTIONS
- --------------------------------------------------------------------------------
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES ("FUND ABD")
Fund ABD was established on October 17, 1995 and is registered with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940, as amended (the "1940 Act"). The assets of Fund
ABD will be invested exclusively in the shares of the Funding Options.
The assets of Fund ABD are held for the exclusive benefit of the owners of this
separate account, according to the laws of Connecticut. Income, gains and
losses, whether or not realized, from assets allocated to Fund ABD are, in
accordance with the Contracts, credited to or charged against Fund ABD without
regard to other income, gains and losses of the Company. The assets held by Fund
ABD are not chargeable with liabilities arising out of any other business which
the Company may conduct. Obligations under the Contract are obligations of the
Company.
All investment income and other distributions of the Funding Options are payable
to Fund ABD. All such income and/or distributions are reinvested in shares of
the respective Funding Option at net asset value. Shares of the Funding Options
listed above are currently sold only to life insurance company separate accounts
to fund variable annuity and variable life insurance contracts. Fund shares are
not sold to the general public.
THE FUNDING OPTIONS
Purchase Payments are allocated to the Funding Options in accordance with the
selections made by the Contract Owner.
More detailed information about the options and their inherent risks may be
found in the current prospectuses for the Funding Options. These prospectuses
are included with and must accompany this Prospectus. Since there are varying
degrees of risk inherent in each option, please read them carefully before
investing. Additional copies of the prospectuses may be obtained by contacting
your registered representative or by calling (860) 277-0111. Some of the Funding
Options may not be available in every state due to various insurance
regulations.
The current Funding Options are:
CAPITAL APPRECIATION FUND. The objective of the Capital Appreciation Fund is
growth of capital through the use of common stocks. Income is not an objective.
The Fund invests principally in common stocks of small to large companies which
are expected to experience wide fluctuations in price in both rising and
declining markets.
CASH INCOME TRUST. Cash Income Trust seeks to provide high current income while
emphasizing preservation of capital and maintaining a high degree of liquidity
by investing in short-term money market securities deemed to present minimal
credit risks.
THE TRAVELERS SERIES FUND, INC.
ALLIANCE GROWTH PORTFOLIO. The objective of the Growth Portfolio is long-term
growth of capital by investing predominantly in equity securities of companies
with a favorable outlook for earnings and whose rate of growth is expected to
exceed that of the U.S. economy over time. Current income is only an incidental
consideration.
10
<PAGE> 14
PUTNAM DIVERSIFIED INCOME PORTFOLIO. The objective of the Diversified Income
Portfolio is to seek high current income consistent with preservation of
capital. The Portfolio will allocate its investments among the U.S. Government
Sector, the High Yield Sector, and the International Sector of the fixed income
securities markets.
MFS TOTAL RETURN PORTFOLIO. The Total Return Portfolio's objective is to obtain
above-average income (compared to a portfolio entirely invested in equity
securities) consistent with the prudent employment of capital. Generally, at
least 40% of the Portfolio's assets will be invested in equity securities.
THE TRAVELERS SERIES TRUST
TRAVELERS QUALITY BOND PORTFOLIO. The basic investment objective of Travelers
Bond Portfolio is to seek current income, moderate capital volatility and total
return.
LAZARD INTERNATIONAL STOCK PORTFOLIO. The investment objective of the
International Stock Portfolio is to seek capital appreciation through investing
primarily in the equity securities of non-United States companies (i.e.,
incorporated or organized outside the United States).
MFS EMERGING GROWTH PORTFOLIO. MFS Portfolio's investment objective is to seek
to provide long-term growth of capital. Dividend and interest income from
portfolio securities, if any, is incidental to the MFS Portfolio's investment
objective.
FEDERATED STOCK PORTFOLIO. The investment objective of the Portfolio is to
provide growth of income and capital by investing principally in a
professionally managed and diversified portfolio of common stock of high-quality
companies. These companies generally are leaders in their industries and are
characterized by sound management and the ability to finance expected growth.
While there is no assurance that the Portfolio will achieve its investment
objective, it endeavors to do so by following the investment policies described
in this prospectus. Unless otherwise noted the investment policies and
limitations described below can be changed without the approval of shareholders.
FEDERATED HIGH YIELD PORTFOLIO. The investment objective of the Federated High
Yield Portfolio is to seek high current income by investing primarily in a
professionally managed, diversified portfolio of fixed income securities. The
investment objective cannot be changed without approval of shareholders. The
investment policies and limitations described below may be changed without
approval of shareholders, unless otherwise noted.
LARGE CAP PORTFOLIO. Large Cap Portfolio seeks long-term growth of capital by
investing primarily in equity securities of companies with large market
capitalizations. Normally, at least 65% of the Portfolio's total assets will be
invested in these securities. The Portfolio has the flexibility, however, to
invest the balance in other market capitalizations and security types.
EQUITY INCOME PORTFOLIO. The Portfolio seeks reasonable income by investing
primarily in income-producing equity securities. Normally, at least 65% of the
Portfolio's total assets will be invested in these securities. The Portfolio has
the flexibility, however, to invest the balance in all types of domestic and
foreign securities, including bonds. The Portfolio seeks to achieve a yield that
exceeds that of the securities comprising the S&P 500. The Portfolio does not
expect to invest in debt securities of companies that do not have proven
earnings or credit. When choosing the Portfolio's investments, the Subadviser
also considers the potential for capital appreciation.
11
<PAGE> 15
FUNDING OPTION INVESTMENT MANAGERS:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
FUNDING OPTION INVESTMENT ADVISER SUB-ADVISER
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund Travelers Asset Management Janus Capital Corporation
International Corporation
("TAMIC")
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Cash Income Trust TAMIC
- ----------------------------------------------------------------------------------------------
Alliance Growth Portfolio Travelers Investment Advisers, Alliance Capital Management
Inc. ("TIA") L.P.
- ----------------------------------------------------------------------------------------------
MFS Total Return Portfolio TIA Massachusetts Financial
Services Company
- ----------------------------------------------------------------------------------------------
Putnam Diversified Income TIA Putnam Investment Management,
Portfolio Inc
- ----------------------------------------------------------------------------------------------
Travelers Quality Bond TAMIC
Portfolio
- ----------------------------------------------------------------------------------------------
Lazard International Stock TIA Lazard Freres Asset
Portfolio Management
- ----------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio TIA MFS
- ----------------------------------------------------------------------------------------------
Federated Stock Portfolio TIA Federated Investment
Counseling, Inc.
- ----------------------------------------------------------------------------------------------
Federated High Yield TIA Federated Investment
Portfolio Counseling, Inc.
- ----------------------------------------------------------------------------------------------
Large Cap Portfolio TIA Fidelity Management &
Research Company
- ----------------------------------------------------------------------------------------------
Equity Income Portfolio TIA Fidelity Management &
Research Company
- ----------------------------------------------------------------------------------------------
</TABLE>
SUBSTITUTIONS AND ADDITIONS
If any of the Funding Options become unavailable for allocating Purchase
Payments, or if, in our judgment further investment in a Funding Option becomes
inappropriate for the purposes of the Contract, we may substitute another
registered, open-end management investment company. Substitution may be made
with respect to both existing investments and the investment of any future
Purchase Payments. However, no such substitution will be made without notice to
Contract Owners, state approval if applicable, and without prior approval of the
SEC, to the extent required by the 1940 Act, or other applicable law. Additional
Funding Options may also be added.
PERFORMANCE INFORMATION
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From time to time, the Company may advertise different types of historical
performance for the Funding Options available through Fund ABD. The Company may
advertise the "standardized average annual total returns" of each, calculated in
a manner prescribed by the SEC, as well as the "non-standardized total return,"
both described below.
"Standardized average annual total return" will show the percentage rate of
return of a hypothetical initial investment of $1,000 for the most recent one-,
five- and ten-year periods (or fractional periods thereof). This standardized
calculation reflects the deduction of all applicable charges made to the
Contract, except for premium taxes which may be imposed by certain states.
"Non-standardized total return" will be calculated in a similar manner, except
non-standardized total returns will not reflect the deduction of any applicable
Contingent Deferred Sales Charge or the $30 annual contract administrative
charge, which would decrease the level of performance shown if reflected in
these calculations.
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<PAGE> 16
Performance information may be quoted numerically or may be presented in a
table, graph or other illustration. Advertisements may include data comparing
performance to well-known indices of market performance (including, but not
limited to, the Dow Jones Industrial Average, the Standard & Poor's (S&P) 500
Index and the S&P 400 Index, the Lehman Brothers Long T-Bond Index, the Russell
1000, 2000 and 3000 Indices, the Value Line Index, and the Morgan Stanley
Capital International's EAFE Index). Advertisements may also include published
editorial comments and performance rankings compiled by independent
organizations (including, but not limited to, Lipper Analytical Services, Inc.
and Morningstar, Inc.) and publications that monitor the performance of Fund ABD
and the Funding Options.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance. A Contract Owner's Contract
Value at redemption may be more or less than original cost. The SAI contains
more detailed information about these performance calculations, including actual
examples of each type of performance advertised.
THE CONTRACT
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Purchase Payments are paid to the Company and credited to the Contract to
accumulate until the Maturity Date. The Contract Owner assumes the risk of gain
or loss according to the performance of the Sub-Account(s). There is generally
no guarantee that the Contract Value at the Maturity Date will equal or exceed
the total Purchase Payments made under the Contract, except as specified or
elected under the Death Benefit provisions described on page 18.
PURCHASE PAYMENTS
The initial Purchase Payment must be at least $5,000. Additional payments of at
least $500 may be made under the Contract at any time. Under certain
circumstances, the Company may change the size of minimum initial Purchase
Payments and subsequent payments. In some states, subsequent Purchase Payments
may not be allowed.
The Company will apply the initial Purchase Payment within two business days
after its receipt at the Company's Home Office. Subsequent Purchase Payments
will be credited to a Contract on the basis of Accumulation Unit Values next
determined after receipt of the Purchase Payment.
RIGHT TO RETURN
You may return the Contract for a full refund of the Contract Value (including
charges) within twenty days after you receive it (the "free-look period"). Where
state law requires a longer free-look period, or the return of Purchase
Payments, the Company will comply. The Contract Owner bears the investment risk
during the free-look period; therefore, the Contract Value returned may be
greater or less than your Purchase Payment. If the Contract is purchased as an
Individual Retirement Annuity, and is returned within the first seven days after
delivery, your Purchase Payment will be refunded in full; during the remainder
of the free-look period, the Contract Value (including charges) will be
refunded. All Contract Values will be determined as of the next valuation
following the Company's receipt of the Owner's written request for refund.
ACCUMULATION UNITS
The number of Accumulation Units to be credited to the Contract once a Purchase
Payment has been received by the Company is determined by dividing the amount
allocated to each Funding Option by the current applicable Accumulation Unit
Value. The value of an Accumulation Unit may increase or decrease. The value of
an Accumulation Unit on any date other than a Valuation Date will be equal to
its value as of the next succeeding Valuation Date.
The initial Accumulation Unit Value applicable to each Funding Option was
established at $1.00. The value of an Accumulation Unit on any Valuation Date is
determined by multiplying the value on the preceding Valuation Date by the net
investment factor for the Valuation Period just ended. The net investment
factor, calculated for each Funding Option takes into account the investment
performance, expenses and the deduction of certain expenses. The net investment
factor equation is described more fully in the SAI.
13
<PAGE> 17
CHARGES AND DEDUCTIONS
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CONTINGENT DEFERRED SALES CHARGE
No sales charges are deducted from Purchase Payments when they are applied under
the Contract. However, a CDSC will be assessed if a full or partial surrender of
the Contract Value is made during the first seven years following a Purchase
Payment. The length of time from receipt of the Purchase Payment to the time of
surrender determines the amount of the charge.
The CDSC is equal to a percentage of the amount withdrawn from the Contract (not
to exceed the aggregate amount of Purchase Payments made) and is calculated as
follows:
<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT CONTINGENT DEFERRED
(NUMBER OF YEARS) SALES CHARGE
- ----------------------------------------------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and thereafter 0%
</TABLE>
For purposes of determining the amount of any CDSC, surrenders will be deemed to
be taken first from any applicable free withdrawal amount (as described below);
next from remaining Purchase Payments (on a first-in, first-out basis); and then
from contract earnings (in excess of the free withdrawal amount). Unless the
Company receives other instructions, the CDSC will be deducted from the amount
requested.
No CDSC will be assessed (1) in the event of distributions resulting from the
death of the Contract Owner or the death of the Annuitant with no Contingent
Annuitant surviving; (2) if an annuity payout has begun; or (3) if an income
option of at least five years' duration is begun after the first Contract Year.
The purpose of this charge is to help defray expenses incurred in the sale of
the Contract, including commissions and other expenses associated with the
printing and distribution of prospectuses and sales material. However, the
Company expects that the CDSC assessed under the Contract will be insufficient
to cover these expenses; the difference will be covered by the general assets of
the Company which are attributable, in part, to mortality and expense risk
charges under the Contract which are described below.
FREE WITHDRAWAL ALLOWANCE. After the first Contract Year, surrenders of up to
10% of the Contract Value as of the end of the previous Contract Year are
available without the imposition of a CDSC. The free withdrawal allowance
applies to partial surrenders of any amount and to full surrenders, except those
full surrenders transferred directly to annuity contracts issued by other
financial institutions. In the state of Washington, the free withdrawal
allowance applies to all surrenders.
ADMINISTRATIVE CHARGES
CONTRACT ADMINISTRATIVE CHARGE. An administrative charge of $30 will be
deducted annually from the Contract to compensate the Company for expenses
incurred in establishing and administering the Contract. The contract
administrative charge will be deducted from the Contract Value on the fourth
Friday of each August by cancelling Accumulation Units applicable to each
Funding Option on a pro rata basis. This charge will be prorated from the date
of purchase to the next date of assessment of charge. A prorated charge will
also be assessed upon voluntary or involuntary surrender of the Contract. The
contract administrative charge will not be assessed if (1) the distribution
results from the death of the Contract Owner or the Annuitant with no Contingent
14
<PAGE> 18
Annuitant surviving, (2) after an annuity payout has begun, or (3) if the
Contract Value is equal to or greater than $40,000 on the charge assessment
date.
SUB-ACCOUNT ADMINISTRATIVE CHARGE. An administrative charge is deducted on each
Valuation Date from amounts allocated to the variable Funding Options in order
to compensate the Company for certain related administrative and operating
expenses. The charge is equivalent, on an annual basis, to 0.15% of the daily
net asset value allocated to each of the Funding Options.
Neither administrative charge can be increased. The charges are set at a level
which does not exceed the average expected cost of the administrative services
to be provided while the Contract is in force, and the Company does not expect
to profit from these charges.
MORTALITY AND EXPENSE RISK CHARGE
A mortality and expense risk charge is deducted on each Valuation Date from
amounts held in the Separate Account. This charge is equivalent, on an annual
basis, to 1.25% of the amounts allocated to each Funding Option. The Company
reserves the right to lower this charge at any time. The mortality risk portion
compensates the Company for guaranteeing to provide Annuity Payments according
to the terms of the Contract regardless of how long the Annuitant lives and for
guaranteeing to provide the death benefit if an Annuitant dies prior to the
Maturity Date. The expense risk charge compensates the Company for the risk that
the charges under the Contract, which cannot be increased during the duration of
the Contract, will be insufficient to cover actual costs.
If the amount deducted for mortality and expense risks is not sufficient to
cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess will be a profit
to the Company. The Company expects to make a profit from the mortality and
expense risk charge.
REDUCTION OR ELIMINATION OF CONTRACT CHARGES
The CDSC, the administrative charges, and the mortality and expense risk charge
under the Contract may be reduced or eliminated when certain sales of the
Contract result in savings or reduction of sales expenses, administrative or
mortality and expenses. The entitlement to such a reduction in the CDSC, the
administrative charges, or the mortality and expense risk charge will be based
on the following: (1) the size and type of group to which sales are to be made;
(2) the total amount of Purchase Payments to be received; and (3) any prior or
existing relationship with the Company. There may be other circumstances, of
which the Company is not presently aware, which could result in fewer sales
expenses, administrative charges, or mortality and expense risk charges. The
reduction or elimination of the CDSC, the administrative charge, or the
mortality expense charges will be permitted only where such reduction or
elimination will not be unfairly discriminatory to any person.
FUNDING OPTION CHARGES
Fund ABD purchases shares of the Funding Options at net asset value. The net
asset value of each Funding Option reflects investment management fees and other
expenses deducted from the assets of the Funding Options. For a complete
description of these investment advisory fees and other expenses, refer to the
prospectuses for the Funding Options.
PREMIUM TAX
Certain state and local governments impose premium taxes. These taxes currently
range from 0.5% to 5.0%, depending upon jurisdiction. The Company, in its sole
discretion and in compliance with any applicable state law, will determine the
method used to recover premium tax expenses incurred. Where required, the
Company will deduct any applicable premium taxes from the Contract Value either
upon death, surrender, annuitization, or at the time Purchase Payments are made
to the Contract, but no earlier than when the Company has a tax liability under
state law.
15
<PAGE> 19
CHANGES IN TAXES BASED UPON PREMIUM OR VALUE
If there is any change in a law assessing taxes against the Company based upon
premiums, contract gains, or value of the Contract, we reserve the right to
charge you proportionately for this tax.
OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------
TYPES OF OWNERSHIP
CONTRACT OWNER. The Contract belongs to the Contract Owner designated on the
Contract Specifications page, or to any other person subsequently named pursuant
to a valid assignment. An assignment of ownership or a collateral assignment may
be made only for nonqualified contracts. The Contract Owner has sole power
during the Annuitant's lifetime to exercise any rights and to receive all
benefits given in the contract provided the Contract Owner has not named an
irrevocable beneficiary and provided the Contract is not assigned.
The Contract Owner is the recipient of all payments while the Annuitant is alive
unless the Contract Owner directs them to an alternate recipient. An alternate
recipient under a payment direction does not become the Contract Owner.
JOINT OWNER. For nonqualified contracts only, Joint Owners (i.e., married
spouses) may be named in a written request prior to the Contract Date. Joint
Owners may independently exercise transfers allowed under the Contract. All
other rights of ownership must be exercised by joint action. Joint owners own
equal shares of any benefits accruing or payments made to them. All rights of a
Joint Owner end at death if the other Joint Owner survives. The entire interest
of the deceased Joint Owner in the Contract will pass to the surviving Joint
Owner.
BENEFICIARY
The Beneficiary is the party named by the Owner in a written request. The
Beneficiary has the right to receive any remaining contractual benefits upon the
death of the Annuitant or the Owner. If there is more than one Beneficiary
surviving the Annuitant, the Beneficiaries will share equally in benefits unless
different shares are recorded with the Company by written request prior to the
death of the Annuitant or Owner.
With nonqualified contracts, the Beneficiary may differ from the designated
beneficiary as defined in the Contract. The designated beneficiary may take the
contract benefits in lieu of the Beneficiary upon the death of the Contract
Owner.
Unless an irrevocable Beneficiary has been named, the Owner has the right to
change any Beneficiary by written request during the lifetime of the Annuitant
and while the Contract continues.
ANNUITANT
The Annuitant is designated on the Contract Specifications page, and is the
individual on whose life the Maturity Date and the amount of the monthly annuity
payments depend. The Annuitant may not be changed after the Contract Date.
For nonqualified contracts only, the Contract Owner may also name one individual
as a Contingent Annuitant by written request prior to the Contract Date. A
Contingent Annuitant may not be changed, deleted or added to the Contract after
the Contract Date.
See Appendix C for Contracts issued in New York.
If an Annuitant who is not also an Owner or a Joint Owner dies prior to the
Maturity Date while this Contract is in effect and while the Contingent
Annuitant is living:
1) the Contract Value will not be payable upon the Annuitant's death;
2) the Contingent Annuitant becomes the Annuitant; and
3) all other rights and benefits provided by this Contract will continue in
effect.
16
<PAGE> 20
When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the
same as previously in effect, unless otherwise provided.
TRANSFERS
- --------------------------------------------------------------------------------
Prior to the Maturity Date, the Contract Owner may transfer all or part of the
Contract Value between Sub-Accounts. There are no charges or restrictions on the
amount or frequency of transfers currently; however, the Company reserves the
right to charge a fee for any transfer request, and to limit the number of
transfers to no more than one in any six-month period. Since different Funding
Options have different expenses, a transfer of Contract Values from one Sub-
Account to another could result in a Contract Owner's investment becoming
subject to higher or lower expenses.
DOLLAR COST AVERAGING (AUTOMATED TRANSFERS)
Dollar cost averaging permits the Contract Owner to transfer a fixed dollar
amount to other Sub-Accounts on a monthly or quarterly basis so that more
Accumulation Units are purchased in a Sub-Account if the value per unit is low
and less Accumulation Units are purchased if the value per unit is high.
Therefore, a lower-than-average value per unit may be achieved over the long
run.
You may elect automated transfers through written request or other method
acceptable to the Company. (See Appendix C for Contracts issued in New York.)
You must have a minimum total Contract Value of $5,000 to enroll in the Dollar
Cost Averaging program. The minimum total automated transfer amount is $400.
Certain restrictions apply for automated transfers from the Fixed Account that
do not apply to automated transfers from any of the other Sub-Accounts. You may
establish automated transfers of Contract Values from the Fixed Account.
Automated transfers from the Fixed Account may not deplete your Fixed Account
Value in a period of less than twelve months from your enrollment in the Dollar
Cost Averaging program.
You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. Automated transfers
are subject to all of the other provisions and terms of the Contract, including
provisions relating to the transfer of money between investment options. The
Company reserves the right to suspend or modify transfer privileges at any time
and to assess a processing fee for this service.
Before transferring any part of the Contract Value, Contract Owners should
consider the risks involved in switching between investments available under
this Contract. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses in a
declining market. Potential investors should consider their financial ability to
continue purchases through periods of low price levels.
TELEPHONE TRANSFERS
A Contract Owner may place a transfer request via telephone. The telephone
transfer privilege is available once authorized in a form acceptable to the
Company. All transfers must be in accordance with the terms of the Contract.
Transfer instructions are currently accepted on each Valuation Date between 9:00
a.m. and 4:00 p.m., Eastern time. Once instructions have been accepted, they may
not be rescinded; however, new telephone instructions may be given the following
day. If the transfer instructions are not in good order, the Company will not
execute the transfer and will promptly notify the caller.
The Company will make a reasonable effort to record each telephone transfer
conversation, but in the event that no recording is effective or available, the
Contract Owner will remain liable for each telephone transfer effected.
Additionally, the Company is not liable for acting upon instructions believed to
be genuine and in accordance with the procedures described above. As a result of
this policy, the Contract Owner may bear the risk of loss in the event that the
Company follows instructions that prove to be fraudulent.
17
<PAGE> 21
SURRENDERS AND REDEMPTIONS
- --------------------------------------------------------------------------------
A Contract Owner may redeem all or any portion of the Cash Surrender Value at
any time prior to the Maturity Date. The Contract Owner must submit a written
request specifying the investment option(s) from which the surrender is to be
made. The Cash Surrender Value will be determined as of the next valuation
following receipt of the Owner's surrender request at the Company's Home Office.
The Cash Surrender Value may be more or less than the Purchase Payments made
depending on the Contract Value at the time of surrender.
The Company may defer payment of any Cash Surrender Value for a period of not
more than seven days after the request is received in the mail, but it is our
intent to pay as soon as possible. Requests for surrender that are not in good
order will not be processed until the deficiencies are corrected. The Company
will contact the Contract Owner to advise of the reason for the delay and what
is needed to act upon the surrender request.
SYSTEMATIC WITHDRAWALS
Prior to the Maturity Date, a Contract Owner may elect to take systematic
withdrawals by surrendering a specified dollar amount (at least $100) on a
monthly, quarterly, semiannual or annual basis. Any applicable surrender charges
above the free withdrawal allowance and any applicable premium taxes will be
deducted. The minimum Contract Value required to elect systematic withdrawals is
$15,000 and the election must be made on the form provided by the Company. The
Company will process the withdrawals by surrendering on a pro-rata basis
Accumulation Units from all investment options in which the Contract Owner has
an interest, unless otherwise directed. The Contract Owner may begin or
discontinue systematic withdrawals at any time by notifying the Company in
writing, but at least 30 days' notice must be given to change any systematic
withdrawal instructions that are currently in place.
The Company reserves the right to discontinue offering systematic withdrawals or
to assess a processing fee for this service upon 30 days' written notice to
Contract Owners. See Appendix C for Contracts issued in the State of New York.
Each systematic withdrawal is subject to federal income taxes on the taxable
portion. In addition, a 10% federal penalty tax may be assessed on systematic
withdrawals if the Contract Owner is under age 59 1/2. Contract owners should
consult with their tax adviser regarding the tax consequences of systematic
withdrawals.
DEATH BENEFIT
- --------------------------------------------------------------------------------
Prior to the Maturity Date, a Death Benefit is payable to the Beneficiary when
either the Annuitant, you or the first of Joint Owners, dies and there is no
Contingent Annuitant. Death Benefits are payable upon the Company's receipt at
its Home Office of due proof of death. If the Company is notified of the
Annuitant's, Contract Owner's, or first of the Joint Owner's death more than six
months after the death, the Death Benefit will be the Contract Value. A
Beneficiary may request that a death benefit payable under the Contract be
applied to one of the settlement options available under the Contract. (See also
"Nonqualified Annuity Contracts," page 24.) See Appendix B and C, respectively,
for Contracts issued in Florida and New York.
For nonqualified contracts, if the Contract Owner (including the first of joint
owners) dies before the Maturity Date, a distribution may be required under the
minimum distribution requirements of the federal tax law. If so required, the
Company will recalculate the value of the Death Benefit under the provisions of
"Death Proceeds Prior to the Maturity Date," below. The value of the Death
Benefit, as recalculated, will be credited to the party taking distributions
upon the death of the Contract Owner with the Annuitant or Contingent Annuitant
surviving. This will generally be the surviving joint owner or otherwise the
Beneficiary in accordance with all the circumstances and the terms of the
Contract. This party may differ from the Beneficiary who was named by the Owner
in a written request and who would receive any remaining contractual benefits
upon the
18
<PAGE> 22
death of the Annuitant. This party may be paid in a single lump sum, or by other
options, but should take distributions as required by minimum distribution
requirements of the federal tax law.
If the Contract Owner's spouse is the surviving joint owner, the spouse may
elect to continue the Contract as owner in lieu of taking a distribution under
the Contract. (See, "Nonqualified Annuity Contracts," page 24.) In either case,
all references to age in the "Death Proceeds Prior to the Maturity Date" section
will be based on the Contract Owner's age rather than the Annuitant's age.
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant dies before age 75 and before the Maturity Date, the Company
will pay to the Beneficiary an amount equal to the greatest of (1), (2) or (3)
below, each reduced by any applicable premium tax or prior surrenders not
previously deducted:
1) the Contract Value;
2) the total Purchase Payments made under the Contract; or
3) the Contract Value on the latest fifth contract year anniversary
immediately preceding the date on which the Company receives due proof
of death.
If the Annuitant dies on or after age 75, but before age 85 (90 in Florida) and
before the Maturity Date, the Company will pay to the Beneficiary a death
benefit in an amount equal to the greatest of (1), (2) or (3) below, each
reduced by any applicable premium tax or prior surrenders not previously
deducted:
1) the Contract Value;
2) the total Purchase Payments made under the Contract; or
3) the Contract Value on the latest fifth contract year anniversary
occurring on or before the Annuitant's 75th birthday.
If the Annuitant dies on or after age 85 and before the Maturity Date, the
Company will pay to the Beneficiary a death benefit in an amount equal to the
Contract Value, less any applicable premium tax. (This provision does not apply
in Florida.)
DEATH PROCEEDS AFTER THE MATURITY DATE
If the Annuitant dies on or after the Maturity Date, the Company will pay the
Beneficiary a death benefit consisting of any benefit remaining under the
Annuity or Income Option then in effect.
THE ANNUITY PERIOD
- --------------------------------------------------------------------------------
MATURITY DATE
Annuity Payments will ordinarily begin on the Maturity Date stated in the
Contract. If no Maturity Date is elected, the Maturity Date will be the
Annuitant's 70th birthday for qualified contracts and the Annuitant's 75th
birthday, or ten years after the Contract Date, if later, for nonqualified
contracts. The Maturity Date is the date on which the Company will begin paying
the first of a series of Annuity or Income Payments in accordance with the
Settlement Option selected by the Contract Owner. Annuity or Income Payments
will begin on the Maturity Date unless the Contract has been fully surrendered
or the proceeds have been paid to the Beneficiary prior to that date. The
Company may require proof that the Annuitant is alive before Annuity Payments
are made.
For nonqualified Contracts, at least 30 days before the original Maturity Date,
a Contract Owner may elect to extend the Maturity Date to any time prior to the
Annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the Maturity Date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the Contract
Owner, or with qualified contracts upon either the Contract Owner's attainment
of age 70 1/2 or the death of the Contract
19
<PAGE> 23
Owner. Independent tax advice should be sought regarding the election of minimum
required distributions.
See Appendix B and C, respectively, for Contracts issued in Florida and New
York.
ALLOCATION OF ANNUITY
When an Annuity Option is elected, it may be elected as a Variable Annuity, a
Fixed Annuity, or a combination of both. If, at the time Annuity Payments begin,
no election has been made to the contrary, the Cash Surrender Value shall be
applied to provide an annuity funded by the same investment options. At least 15
days prior to the Maturity Date, you may reallocate the Contract Value among the
investment options in order to reallocate the basis on which Annuity Payments
will be determined. (See "Transfers," page 17.)
VARIABLE ANNUITY
ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each Funding
Option was established at $1. An Annuity Unit Value as of any Valuation Date is
equal to (a) the value of the Annuity Unit on the immediately preceding
Valuation Date, multiplied by (b) the corresponding net investment factor for
the Valuation Period just ended, divided by (c) the assumed net investment
factor for the Valuation Period. (For example, the assumed net investment factor
based on an annual assumed net investment rate of 3.0% for a Valuation Period of
one day is 1.000081 and, for a period of two days, is 1.000081 x 1.000081.) The
value of an Annuity Unit as of any date other than a Valuation Date is equal to
its value on the next succeeding Valuation Date.
The number of Annuity Units credited to the Contract is determined by dividing
the first monthly Annuity Payment attributable to each Sub-Account by the
corresponding Annuity Unit Value as of 14 days prior to the date Annuity
Payments commence. The number of Annuity Units remains fixed during the annuity
period.
DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used to
determine the first monthly Annuity Payment. The amount applied to effect a
variable annuity will be the value of the Sub-Account as of 14 days before the
date Annuity Payments commence less any applicable premium taxes not previously
deducted.
The amount of the first monthly payment depends on the Annuity Option elected. A
formula for determining the adjusted age is contained in the Contract. The total
first monthly Annuity Payment is determined by multiplying the benefit per
$1,000 of value shown in the tables of the Contract by the number of thousands
of dollars of value of the Contract applied to that Annuity Option. The Company
reserves the right to require satisfactory proof of age of any person on whose
life Annuity Payments are based before making the first payment under any of the
Settlement Options.
DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
the second and subsequent Annuity Payments is not predetermined and may change
from month to month based on the investment experience of the applicable Funding
Option. The total amount of each Annuity Payment will be equal to the sum of the
basic payments in each Funding Option. The actual amounts of these payments are
determined by multiplying the number of Annuity Units credited to each Funding
Option by the corresponding Annuity Unit Value as of the date 14 days prior to
the date before payment is due.
See Appendix B for Contracts issued in Florida.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not vary during the Annuity
period. The minimum guaranteed amount of the Fixed Annuity Payments will be
calculated as described under "Variable Annuity: Determination of First Annuity
Payment," except that the Cash Surrender Value will be determined as of the day
annuity payments commence. If it would produce a larger payment, the Fixed
Annuity Payments will be determined using the Life Annuity Tables in effect on
the Maturity Date.
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<PAGE> 24
PAYMENT OPTIONS
- --------------------------------------------------------------------------------
ELECTION OF OPTIONS
On the Maturity Date, or other agreed-upon date, the Company will pay the amount
due under the Contract in one lump sum, or in accordance with the payment option
selected by the Contract Owner. Election of an option must be made in writing in
a form satisfactory to the Company. Any election made during the lifetime of the
Annuitant must be made by the Contract Owner. While the Annuitant is alive, the
Contract Owner may change a Settlement Option election by written request at any
time prior to the Maturity Date. Once Annuity or Income Payments have begun, no
further election changes are allowed. During the Annuitant's lifetime, if no
election has been made prior to the Maturity Date, the Company will pay to the
Contract Owner (or other designated Payee) the first of a series of monthly
Annuity Payments based on the life of the Annuitant, in accordance with Annuity
Option 2 (Life Annuity with 120 monthly payments assured). For certain qualified
contracts, Annuity Option 4 (Joint and Last Survivor Joint Life
Annuity -- Annuity Reduced on Death of Primary Payee) will be the automatic
option as described in the contract.
The minimum amount that can be placed under an Annuity or Income Option will be
$2,000 unless the Company consents to a lesser amount. If any monthly periodic
payment due any payee is less than $100, the Company reserves the right to make
payments at less frequent intervals, or to pay the Cash Surrender Value in one
lump-sum payment.
See Appendix B for Contracts issued in Florida.
ANNUITY OPTIONS
Subject to the conditions described in "Election of Options" above, all or any
part of the Cash Surrender Value of the Contract may be paid under one or more
of the following Annuity Options. Payments under the Annuity Options may be
elected on a monthly, quarterly, semiannual or annual basis.
OPTION 1 -- LIFE ANNUITY -- NO REFUND. The Company will make Annuity Payments
during the lifetime of the Annuitant, terminating with the last payment
preceding death. This option offers the maximum periodic payment, since there is
no assurance of a minimum number of payments or provision for a death benefit
for beneficiaries.
OPTION 2 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED. The
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, payments will be continued
during the remainder of the period to the Beneficiary.
OPTION 3 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- NO REFUND. The Company will
make Annuity Payments during the joint lifetime of the two persons on whose
lives payments are based, and during the lifetime of the survivor. No further
payments will be made following the death of the survivor.
OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- ANNUITY REDUCED ON DEATH OF
PRIMARY PAYEE. The Company will make Annuity Payments during the lifetimes of
the two persons on whose lives payments are based. One of the two persons will
be designated as the primary payee, the other will be designated as the
secondary payee. On the death of the secondary payee, if survived by the primary
payee, the Company will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons. On the death of the primary payee, if survived by the
secondary payee, the Company will continue to make Annuity Payments to the
secondary payee in an amount equal to 50% of the payments which would have been
made during the lifetime of the primary payee. No further payments will be made
following the death of the survivor.
OPTION 5 -- OTHER ANNUITY OPTIONS. The Company will make any other arrangements
for Annuity Payments as may be mutually agreed upon.
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INCOME OPTIONS
Instead of one of the Annuity Options described above, and subject to the
conditions described under "Election of Options," all or part of the Cash
Surrender Value of the Contract may be paid under one or more of the following
Income Options, provided that they are consistent with federal tax law
qualification requirements. Payments under the Income Options may be elected on
a monthly, quarterly, semiannual or annual basis:
OPTION 1 -- PAYMENTS OF A FIXED AMOUNT. The Company will make equal payments of
the amount elected until the Cash Surrender Value applied under this option has
been exhausted. The first payment and all later payments will be paid from
amounts attributable to each investment option in proportion to the Cash
Surrender Value attributable to each. The final payment will include any amount
insufficient to make another full payment.
OPTION 2 -- PAYMENTS FOR A FIXED PERIOD. The Company will make payments for the
fixed period selected based on the Cash Surrender Value as of the date payments
commence. If, at the death of the Annuitant, the total number of fixed payments
has not been made, the payments will be made to the Beneficiary.
OPTION 3 -- OTHER INCOME OPTIONS. The Company will make any other arrangements
for Income Payments as may be mutually agreed upon.
The amount applied to effect an Income Option will be the Cash Surrender Value
as of the date Income Payments commence, less any applicable premium taxes not
previously deducted plus any applicable contingent deferred sales charge. The
Contract Value used to determine the amount of any Income Payment will be
determined on the same basis as the Contract Value during the Accumulation
Period, including the deduction for mortality and expense risks and the
Sub-Account Administrative Charge. Income Options differ from Annuity Options in
that the amount of the payments made under Income Options are unrelated to the
length of life of any person. Although the Company continues to deduct the
charge for mortality and expense risks, it assumes no mortality risks for
amounts applied under any Income Option. Moreover, payments are unrelated to the
actual life span of any person. Thus, the Annuitant may outlive the payment
period.
MISCELLANEOUS CONTRACT PROVISIONS
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TERMINATION
No Purchase Payments after the first are required to keep the Contract in
effect. However, the Company reserves the right to terminate the Contract on any
Valuation Date if the Contract Value as of that date is less than $1,000 and no
Purchase Payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the Contract Owner at his or her
last known address and to any assignee of record. If the Contract is terminated,
the Company will pay to the Contract Owner the Cash Surrender Value (Contract
Value, in the states of Washington, New Jersey and New York), less any
applicable administrative charge or premium tax.
See Appendix C for Contracts issued in the State of New York.
MISSTATEMENT
If the Annuitant's or Contract Owner's sex or date of birth was misstated, all
benefits under the Contract are what the Purchase Payment paid would have
purchased at the correct sex and age. Proof of the Annuitant's or Contract
Owner's age may be filed at any time at the Company's Home Office.
REQUIRED REPORTS
As often as required by law, but at least once in each Contract Year before the
due date of the first Annuity Payment, the Company will furnish a report showing
the number of Accumulation Units credited to the Contract and the corresponding
Accumulation Unit Value(s) as of the date of
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the report for each Funding Option to which the Contract Owner has allocated
amounts during the applicable period. The Company will keep all records required
under federal or state laws.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment of
any benefit or values for any Valuation Period (1) when the New York Stock
Exchange ("the Exchange") is closed; (2) when trading on the Exchange is
restricted; (3) when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the securities held in the Separate
Account is not reasonably practicable or it is not reasonably practicable to
determine the value of the Separate Accounts' net assets; or (4) during any
other period when the Securities and Exchange Commission, by order, so permits
for the protection of security holders.
TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES
The Company may permit Contract Owners to transfer their Contract Values into
other annuities offered by the Company or its affiliated insurance Companies
under rules then in effect.
FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
The following description of the federal income tax consequences under this
Contract is not exhaustive and is not intended to cover all situations. Because
of the complexity of the law and the fact that the tax results will vary
according to the factual status of the individual involved, tax advice may be
needed by a person contemplating purchase of an annuity contract and by a
Contract Owner or Beneficiary who may make elections under a contract. For
further information, a qualified tax adviser should be consulted.
GENERAL TAXATION OF ANNUITIES
Amounts credited to the Contract are not generally taxable until they are
received by the Contract Owner or the Beneficiary, either in the form of Annuity
Payments or other distributions. Distributions from annuities that include
previously taxed amounts may be taxed on either an income-first basis or an
income-last basis, or on a pro-rata basis according to the type of plan or due
to other circumstances.
TAX LAW DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES
The Code requires that any nonqualified variable annuity contracts based on a
segregated asset account shall not be treated as an annuity for any period if
investments made in the account are not adequately diversified. Final tax
regulations define how segregated asset accounts must be diversified. The
Company monitors the diversification of investments constantly and believes that
its accounts are adequately diversified. The consequence of any failure is
essentially the loss to the contract owner of tax deferred treatment. The
Company intends to administer all contracts subject to this provision of law in
a manner that will maintain adequate diversification.
OWNERSHIP OF THE INVESTMENTS
Assets in the segregated asset accounts must be owned by the Company and not by
the contract owner for federal income tax purposes. Otherwise, the deferral of
taxes is lost and income and gains from the accounts would be includible
annually in the contract owner's gross income.
The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets of the account."
This announcement, dated September 15, 1986, also stated that the guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without
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being treated as owners of the underlying assets." As of the date of this
prospectus, no such guidance has been issued.
The Company does not know if such guidance will be issued, or if it is, what
standards it may set. Furthermore, the Company does not know if such guidance
may be issued with retroactive effect. New regulations are generally issued with
a prospective-only effect as to future sales or as to future voluntary
transactions in existing contracts. The Company therefore reserves the right to
modify the contract as necessary to attempt to prevent contract owners from
being considered the owner of the assets of the accounts.
PENALTY TAX FOR PREMATURE DISTRIBUTIONS
Taxable distributions taken before the Contract Owner has attained the age of
59 1/2 will be subject to a 10% additional tax penalty unless the distribution
is taken in a series of periodic distributions for life or life expectancy, or
unless the distribution follows the death or disability of the Contract Owner.
Other exceptions may be available in certain tax-qualified plans.
MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which a participant under a
qualified plan, a Section 403(b) annuity, or an IRA attains age 70 1/2.
Distributions must also begin or be continued according to required patterns
following the death of the Owner or the Annuitant.
NONQUALIFIED ANNUITY CONTRACTS
Individuals may purchase tax-deferred annuities without tax law funding limits.
The Purchase Payments receive no tax benefit, deduction or deferral, but
increases in the value of the contract are generally deferred from tax until
distribution. If a nonqualified annuity is owned by other than an individual,
however, (e.g., by a corporation), the increases in value attributable to
Purchase Payments made after February 28, 1986 are includible in income
annually. Furthermore, for contracts issued after April 22, 1987, all deferred
increases in value will be includable in the income of a Contract Owner when the
Contract Owner transfers the contract without adequate consideration.
If two or more annuity contracts are purchased from the same insurer within the
same calendar year, distributions from any of them will be taxed based upon the
amount of income in all of the same calendar year series of annuities. This will
generally have the effect of causing taxes to be paid sooner on the deferred
gain in the contracts.
Those receiving partial distributions made before the Maturity Date will
generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035 of
the Code may be withdrawn first without income tax liability. This information
on deposits must be provided to the Company by the other insurance company at
the time of the exchange. There is income in the contract generally to the
extent the Cash Value exceeds the investment in the contract. The investment in
the contract is equal to the amount of premiums paid less any amount received
previously which was excludable from gross income. Any direct or indirect
borrowing against the value of the contract or pledging of the contract as
security for a loan will be treated as a cash distribution under the tax law.
The federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the Contract Owner,
including the first of joint owners. Failure to meet these requirements will
cause the surviving joint owner, or the Beneficiary to lose the tax benefits
associated with annuity contracts, i.e., primarily the tax deferral prior to
distribution. The distribution required depends, among other things, upon
whether an Annuity Option is elected or whether the new Contract Owner is the
surviving spouse. Contracts will be administered by the Company in accordance
with these rules and the Company will make a notification when payments should
be commenced.
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INDIVIDUAL RETIREMENT ANNUITIES
To the extent of earned income for the year and not exceeding $2,000 per
individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase Payments may then be made annually into IRAs for
both spouses in the maximum amount of 100% of earned income up to a combined
limit of $2,250.
The Code provides for the purchase of a Simplified Employee Pension (SEP) plan.
A SEP is funded through an IRA with an annual employer contribution limit of 15%
of compensation up to $30,000 for each participant.
QUALIFIED PENSION AND PROFIT-SHARING PLANS
Under a qualified pension or profit-sharing plan, Purchase Payments made by an
employer are not currently taxable to the participant and increases in the value
of a contract are not subject to taxation until received by a participant or
Beneficiary.
Distributions are taxable to the participant or Beneficiary as ordinary income
in the year of receipt. Any distribution that is considered the participant's
"investment in the contract" is treated as a return of capital and is not
taxable. Certain lump-sum distributions may be eligible for special forward
averaging tax treatment for certain classes of individuals.
FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding as follows:
1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS
There is a mandatory 20% tax withholding for plan distributions that are
eligible for rollover to an IRA or to another retirement plan but that
are not directly rolled over. A distribution made directly to a
participant or Beneficiary may avoid this result if:
(a) a periodic settlement distribution is elected based upon a life or
life expectancy calculation, or
(b) a term-for-years settlement distribution is elected for a period of
ten years or more, payable at least annually, or
(c) a minimum required distribution as defined under the tax law is
taken after the attainment of the age of 70 1/2 or as otherwise
required by law.
A distribution including a rollover that is not a direct rollover will
be subject to the 20% withholding, and a 10% additional tax penalty may
apply to any amount not added back in the rollover. The 20% withholding
may be recovered when the participant or Beneficiary files a personal
income tax return for the year if a rollover was completed within 60
days of receipt of the funds, except to the extent that the participant
or spousal Beneficiary is otherwise underwithheld or short on estimated
taxes for that year.
2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)
To the extent not described as requiring 20% withholding in 1 above, the
portion of a non-periodic distribution which constitutes taxable income
will be subject to federal income tax withholding, if the aggregate
distributions exceed $200 for the year, unless the recipient elects not
to have taxes withheld. If no such election is made, 10% of the taxable
distribution will be withheld as federal income tax. Election forms will
be provided at the time distributions are requested. This form of
withholding applies to all annuity programs.
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3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PE IOD GREATER THAN
ONE YEAR)
The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage
withholding tables as if the recipient were married claiming three
exemptions. A recipient may elect not to have income taxes withheld or
have income taxes withheld at a different rate by providing a completed
election form. Election forms will be provided at the time distributions
are requested. This form of withholding applies to all annuity programs.
As of January 1, 1996, a recipient receiving periodic payments (e.g.,
monthly or annual payments under an Annuity Option) which total $14,350
or less per year, will generally be exempt from periodic withholding.
Recipients who elect not to have withholding made are liable for payment of
federal income tax on the taxable portion of the distribution. All recipients
may also be subject to penalties under the estimated tax payment rules if
withholding and estimated tax payments are not sufficient to cover tax
liabilities.
Recipients who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding.
Additionally, United States citizens residing outside of the country, or U.S.
legal residents temporarily residing outside the country, are not permitted to
elect out of withholding.
VOTING RIGHTS
- --------------------------------------------------------------------------------
The Contract Owner has certain voting rights in Fund ABD and the Funding
Options. The number of votes which a Contract Owner may cast in the accumulation
period is equal to the number of Accumulation Units credited under the Contract.
During the annuity period, the Contract Owner may cast the number of votes equal
to (i) the reserve related to the Contract divided by (ii) the value of an
Accumulation Unit. A Contract Owner's voting rights will decline as the reserve
for the Contract declines.
Each person having a voting interest in Fund ABD will receive periodic reports
relating to the Funding Options in which he or she has an interest, as well as
any proxy materials, including a form on which to give voting instructions with
respect to the proportion of the Funding Option shares held by Fund ABD which
correspond to his or her interest in the Funding Option.
Upon the death of the Contract Owner, all voting rights will vest in the
Beneficiary of the Contract, except in the case of Contracts where the surviving
spouse becomes the owner.
The Company will vote shares of Funding Options held by Fund ABD at regular and
special meetings of the Funding Option shareholders in accordance with
instructions received from persons having a voting interest in Fund ABD. The
Company will vote shares for which it has not received instructions in the same
proportion as it votes shares for which it has received instructions. If the
1940 Act or any regulation thereunder should be amended, or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the Funding Options in its own right, it
may elect to do so.
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------
The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. The compensation paid to sales representatives will not exceed
8.5% of the payments made under the Contracts.
From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.
Any sales representative or employee will have been qualified to sell Variable
Annuities under applicable federal and state laws. Each broker-dealer is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, and all are members of the National
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Association of Securities Dealers, Inc. Tower Square Securities, Inc., an
affiliate of the Company, is the principal underwriter for the Contracts;
however, it is currently anticipated that an affiliated broker-dealer may become
the principal underwriter for the Contracts during 1997.
CONFORMITY WITH STATE AND FEDERAL LAWS
The Contract is governed by the laws of the state in which it is delivered. Any
paid-up Annuity, Cash Surrender Value or death benefits that are available under
the Contract are not less than the minimum benefits required by the statutes of
the state in which the Contract is delivered. The Company may at any time make
any changes, including retroactive changes, in the Contract to the extent that
the change is required to meet the requirements of any law or regulation issued
by any governmental agency to which the Company, the Contract or the Contract
Owner is subject.
LEGAL PROCEEDINGS AND OPINIONS
- --------------------------------------------------------------------------------
There are no pending material legal proceedings affecting Fund ABD. Legal
matters in connection with the federal laws and regulations affecting the issue
and sale of the Contract described in this Prospectus, as well as the
organization of the Company, its authority to issue variable annuity contracts
under Connecticut law and the validity of the forms of the variable annuity
contracts under Connecticut law, have been reviewed by the General Counsel of
the Life and Annuity Division of the Company.
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APPENDIX A
THE FIXED ACCOUNT
- --------------------------------------------------------------------------------
Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of Fund ABD or any of the Funding
Options does not affect the Fixed Account portion of the Contract Owner's
Contract Value, or the dollar amount of fixed annuity payments made under any
payout option. The Fixed Account may not be available in some jurisdictions.
The Company guarantees that, at any time, the Fixed Account Contract Value will
not be less than the amount of the Purchase Payments allocated to the Fixed
Account, plus interest credited as described below, less any applicable premium
taxes or prior surrenders. If the Contract Owner effects a surrender, the amount
available from the Fixed Account will be reduced by any applicable surrender
charge as described under "Charges and Deductions" in this prospectus.
Purchase Payments allocated to the Fixed Account and any transfers made to the
Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of the Securities Act
of 1933 or 1940 Acts. The Company will invest the assets of the Fixed Account at
its discretion. Investment income from such Fixed Account assets will be
allocated to the Company and to the Contracts participating in the Fixed
Account.
Investment income from the Fixed Account allocated to the Company includes
compensation for mortality and expense risks borne by the Company in connection
with Fixed Account Contracts. The amount of such investment income allocated to
the Contracts will vary from year to year in the sole discretion of the Company
at such rate or rates as the Company prospectively declares from time to time.
The initial rate for any allocations to the Fixed Account is guaranteed for one
year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. The Company also guarantees that for the
life of the Contract it will credit interest at not less than 3% per year. Any
interest credited to amounts allocated to the Fixed Account in excess of 3% per
year will be determined in the sole discretion of the company. The contract
owner assumes the risk that interest credited to the Fixed Account may not
exceed the minimum guarantee of 3% for any given year.
TRANSFERS
Transfers from the Fixed Account to any other available investment option(s)
will be permitted twice a year during the 30 days following the semiannual
Contract Date anniversary in an amount of up to 15% of the Fixed Account Value
on the semiannual Contract Date anniversary. (This restriction does not apply to
transfers from the Dollar Cost Averaging Program.) Amounts previously
transferred from the Fixed Account to other investment options may not be
transferred back to the Fixed Account for a period of at least six months from
the date of transfer. The Company reserves the right to waive either of these
restrictions in its discretion.
Automated transfers from the Fixed Account to any of the investment options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed Account value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging Program.
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APPENDIX B
CONTRACTS ISSUED IN THE STATE OF FLORIDA
- --------------------------------------------------------------------------------
THE ANNUITY PERIOD
MATURITY DATE
The maturity date may not be any date beyond the Annuitant's 90th birthday.
THE VARIABLE ANNUITY
Variable payouts are not permitted in Florida. Contract Owners may only have
their Contract Values applied to provide a Fixed Annuity.
Disregard the "Variable Annuity" section described on page 20.
ELECTION OF OPTIONS
On the Maturity Date, or other agreed-upon date, the Company will pay an amount
payable under the Contract in accordance with the payment option selected by the
Contract Owner. Election of an option must be made in writing in a form
satisfactory to the Company. Any election made during the lifetime of the
Annuitant must be made by the Contract Owner. While the Annuitant is alive, the
Contract Owner may change a Settlement Option election by Written Request at any
time prior to the Maturity Date. Once Annuity or Income Payments have begun, no
further election changes are allowed. During the Annuitant's lifetime, if no
election has been made prior to the Maturity Date, the Company will pay to the
Contract Owner the first of a series of monthly Annuity Payments based on the
life of the Annuitant, in accordance with Annuity Option 2 (Life Annuity with
120 monthly payments assured). For certain tax-qualified contracts, Annuity
Option 4 (Joint and Last Survivor Joint Life Annuity -- Annuity Reduced on Death
of Primary Payee) will be the automatic option as described in the contract.
The minimum amount that can be placed under an Annuity or Income Option will be
$2,000 unless the Company consents to a lesser amount. If any monthly periodic
payment due any payee is less than $100, the Company reserves the right to make
payments at less frequent intervals, or to pay the Cash Surrender Value in one
lump-sum payment.
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APPENDIX C
CONTRACTS ISSUED IN THE STATE OF NEW YORK
- --------------------------------------------------------------------------------
RIGHT TO RETURN
The Contract may be returned for a full refund of the Contract Value (including
charges) within twenty days after delivery of the Contract to the Contract Owner
(the "free-look period"). For purposes of determining the refund amount, all
Contract Values will be determined as of the Return Date, which is the next
valuation after the date you mail or deliver the Written Request to the
Company's Home Office or to your Agent. If the Contract is returned within the
first 7 days of the free-look period, we will calculate the Contract Value by
using the investment experience of the Smith Barney Money Market Portfolio
Sub-Account as of the Return Date. If the Contract is returned during the last 8
to 20 days of the free-look period, we will calculate the Contract Value Date by
using the investment experience of the Sub-Account(s) selected on your
application, or as you have instructed us more recently. If Purchase Payments
are allocated to the Fixed Account during the free-look period, then the full
Contract Value will be returned. After the Contract is returned, it will be
considered as if never in effect.
ANNUITANT
If the Owner of a Contract is also the Annuitant, a Contingent Annuitant may not
be named.
DOLLAR-COST AVERAGING (AUTOMATED TRANSFERS)
You may establish automated transfers of Contract Values on a monthly or
quarterly basis from the Fixed Account and certain of the Sub-Accounts to other
Sub-Accounts only through written request.
SYSTEMATIC WITHDRAWALS
The Company waives the right to discontinue offering systematic withdrawals or
to assess a processing fee for this service.
MATURITY DATE
The Maturity Date may not be any date beyond the Annuitant's 85th birthday.
TERMINATION
No Purchase Payments after the first are required to keep the Contract in
effect. However, the Company reserves the right to terminate the Contract on any
Valuation Date if the Contract Value as of that date is less than $1,000 and no
Purchase Payments have been made for at least three years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the Contract Owner at his or her
last known address and to any assignee of record. If the Contract is terminated,
the Company will pay to the Contract Owner the Contract Value, if any, less any
applicable administrative charge or premium tax. No Contingent Deferred Sales
Charge will apply in the event of termination by the Company.
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APPENDIX D
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
The Statement of Additional Information contains more specific information and
financial statements relating to the Separate Account and The Travelers
Insurance Company. A list of the contents of the Statement of Additional
Information is set forth below:
The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Performance Information
Independent Accountants
Financial Statements
- --------------------------------------------------------------------------------
COPIES OF THE STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 19, 1996 (FORM
NO. L-12547S) ARE AVAILABLE WITHOUT CHARGE. TO REQUEST A COPY, PLEASE CLIP THIS
COUPON ON THE DOTTED LINE ABOVE, ENTER YOUR NAME AND ADDRESS IN THE SPACES
PROVIDED BELOW, AND MAIL TO: THE TRAVELERS INSURANCE COMPANY, ANNUITY INVESTOR
SERVICES, ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183-9061.
Name:
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Address:
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PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 36
STATEMENT OF ADDITIONAL INFORMATION
dated
August 19, 1996
for
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
ISSUED BY
THE TRAVELERS INSURANCE COMPANY
This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, the Individual Variable
Annuity Contract Prospectus dated August 19, 1996. A copy of the Prospectus
may be obtained by writing to The Travelers Insurance Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-9061, or by calling
1-860-277-0111.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 37
THE INSURANCE COMPANY
The Travelers Insurance Company (the "Company"), is a stock insurance
companychartered in 1864 in Connecticut and continuously engaged in the
insurancebusiness since that time. It is licensed to conduct life insurance
business inall states of the United States, the District of Columbia, Puerto
Rico, Guam,the U.S. and British Virgin Islands and the Bahamas. The Company
is an indirect wholly owned subsidiary of Travelers Group, a financial services
holding company. The Company's Home Office is located at One Tower Square,
Hartford, Connecticut 06183.
STATE REGULATION. The Company is subject to the laws of the state of
Connecticut governing insurance companies and to regulation by the Insurance
Commissioner of the state of Connecticut. An annual statement covering the
operations of the Company for the preceding year, as well as its financial
conditions as of December 31 of such year, must be filed with the Commissioner
in a prescribed format on or before March 1 of each year. The Company's books
and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted at
least once every four years.
The Company is also subject to the insurance laws and regulations of all
other states in which it is licensed to operate. However, the insurance
departments of each of these states generally apply the laws of the
jurisdiction of domicile in determining the field of permissible investments.
THE SEPARATE ACCOUNT. Fund ABD meets the definition of a separate account under
the federal securities laws, and will comply with the provisions of the 1940
Act. Additionally, the operations of Fund ABD are subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Connecticut Insurance Commissioner to adopt regulations under it. Section
38a-433 contains no restrictions on the investments of the Separate Account,
and the Commissioner has adopted no regulations under the Section that affect
the Separate Account.
THE FIXED ACCOUNT. The Fixed Account is secured by part of the general assets
of the Company. The general assets of the Company include all assets of the
Company other than those held in Fund ABD or any other separate account
sponsored by the Company or its affiliates.
The staff of the Securities and Exchange Commission does not generally review
the disclosure in the prospectus relating to the Fixed Account. Disclosure
regarding the Fixed Account and the general account may, however, be subject to
certain provisions of the federal securities laws relating to the accuracy and
completeness of statements made in the prospectus.
PRINCIPAL UNDERWRITER
Tower Square Securities, Inc. ("Tower Square"), an affiliate of the
Company, serves as principal underwriter for Fund ABD and the Contracts. The
offering is continuous. Tower Square is an indirect wholly owned subsidiary of
Travelers Group Inc. and its principal executive offices are located at One
Tower Square, Hartford, Connecticut.
1
<PAGE> 38
DISTRIBUTION AND MANAGEMENT AGREEMENT
Under the terms of the Distribution and Management Agreement among
Fund ABD, the Company and Tower Square, the Company provides all administrative
services and mortality and expense risk guarantees related to variable annuity
contracts sold by the Company in connection with the Fund ABD. Tower Square
performs the sales functions related to the Contracts. The Company reimburses
Tower Square for commissions paid, other sales expenses and certain overhead
expenses connected with sales functions. The Company also pays all costs
(including costs associated with the preparation of sales literature); all
costs of qualifying the Fund ABD and the variable annuity contract with
regulatory authorities; the costs of proxy solicitation; and all custodian,
accountant's and legal fees. The Company also provides without cost to the Fund
ABD all necessary office space, facilities, and personnel to manage its
affairs.
VALUATION OF ASSETS
FUNDING OPTIONS: The value of the assets of each Underlying Fund is determined
on each Valuation Date as of the close of the New York Stock Exchange. Each
security traded on a national securities exchange is valued at the last
reported sale price on the Valuation Date. If there has been no sale on that
day, then the value of the security is taken to be the mean between the
reported bid and asked prices on the Valuation Date or on the basis of
quotations received from a reputable broker or any other recognized source.
Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available
is valued at the mean between the quoted bid and asked prices on the Valuation
Date or on the basis of quotations received from a reputable broker or any
other recognized source.
Securities traded on the over-the-counter-market and listed securities
with no reported sales are valued at the mean between the last reported bid and
asked prices or on the basis of quotations received from a reputable broker or
other recognized source.
Short-term investments for which a quoted market price is available
are valued at market. Short-term investments maturing in more than sixty days
for which there is no reliable quoted market price are valued by "marking to
market" (computing a market value based upon quotations from dealers or issuers
for securities of a similar type, quality and maturity.) "Marking to market"
takes in account unrealized appreciation or depreciation due to changes in
interest rates or other factors which would influence the current fair values
of such securities. Short-term investments maturing in sixty days or less for
which there is no reliable quoted market price are valued at amortized cost
which approximates market.
THE CONTRACT VALUE: The value of an Accumulation Unit on any Valuation Date is
determined by multiplying the value on the immediately preceding Valuation Date
by the net investment factor for the Valuation Period just ended. The net
investment factor is used to measure the investment performance of a Funding
Option from one Valuation Period to the next. The net investment factor for a
Funding Option for any Valuation Period is equal to the sum of 1.000000 plus
the net investment rate (the gross investment rate less any applicable Funding
Option deductions during the Valuation Period relating to
2
<PAGE> 39
the Insurance Charge and the Funding Option Administrative Charge). The gross
investment rate of a Funding Option is equal to (a) minus (b), divided by (c)
where:
(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the Funding Option at the beginning of the
Valuation Period.
The gross investment rate may be either positive or negative. A Funding
Option's investment income includes any distribution whose ex-dividend date
occurs during the Valuation Period.
PERFORMANCE INFORMATION
From time to time, the Company may advertise several types of
historical performance for the Funding Options of Fund ABD. The Company may
advertise the "standardized average annual total returns" of the Funding
Option, calculated in a manner prescribed by the Securities and Exchange
Commission, as well as the "non-standardized total return," as described below:
STANDARDIZED METHOD. Quotations of average annual total return are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the Funding Option, and then related to ending redeemable values
over one-, five-, and ten-year periods, or for a period covering the time
during which the Funding Option has been in existence, if less. These
quotations reflect the deduction of all recurring charges during each period
(on a pro rata basis in the case of fractional periods). The deduction for the
annual administrative charge ($30) is converted to a percentage of assets based
on the actual fees collected, (or anticipated, in the case of a new product)
divided by the average net assets for contracts sold under the Prospectus (or
anticipated to be sold) to which this Statement of Additional Information
relates. Each quotation assumes a total redemption at the end of each period
with the assessment of any applicable Contingent Deferred Sales Charge at that
time.
NON-STANDARDIZED METHOD. Non-standardized "average annual total
returns" will be calculated in a similar manner based on the performance of the
Funding Options over a period of time, usually for the calendar year-to-date,
and for the past one-, three-, five- and ten-year periods. Non-standardized
total returns will not reflect the deduction of any applicable Contingent
Deferred Sales Charge or the $30 annual contract administrative charge, which,
if reflected, would decrease the level of performance shown. The Contingent
Deferred Sales Charge is not reflected because the Contract is designed for
long-term investment.
GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may
be quoted numerically or may be presented in a table, graph or other
illustration. Advertisements may include data comparing performance to
well-known indices of market performance (including, but not limited to, the
Dow Jones Industrial Average, the Standard & Poor's (S&P) 500 Index and the S&P
400 Index, the Lehman Brothers Long T-Bond Index, the Russell 1000, 2000 and
3000 Indices, the Value Line Index, and the Morgan Stanley Capital
International's EAFE Index). Advertisements may also include published
editorial comments and performance rankings compiled by independent
organizations (including, but not limited to, Lipper Analytical Services, Inc.
and Morningstar, Inc.) and publications that monitor the performance of Fund
ABD and the Underlying Funds.
3
<PAGE> 40
For Funding Options that were in existence prior to the date they became
available under Fund ABD, the standardized and non-standardized average annual
total return quotations will show the investment performance that such Funding
Options would have achieved (reduced by the applicable charges) had they been
held under the Contract for the period quoted. The total return quotations are
based upon historical earnings and are not necessarily representative of future
performance. An Owner's Contract Value at redemption may be more or less than
original cost.
Average annual total returns for each of the Funding Options
(excluding Cash Income Trust) computed according to the standardized and
non-standardized methods for the period ending December 31, 1995 (beginning at
inception date) are set forth in the following table.
TOTAL RETURN CALCULATIONS
FUNDING OPTIONS OF FUND ABD II
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
STANDARDIZED NON-STANDARDIZED
Inception
Date
- -----------------------------------------------------------------------------------------------------------
1-YR 5-YR 10-YR 1-YR 3-YR 5-YR 10-YR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation
Fund 28.45% 16.57% 9.52% 34.47% 12.73% 17.02% 9.53% 3/18/82
Alliance Growth 26.97% 20.50%* -- 32.99% 24.04%* -- -- 6/20/94
MFS Total Return 17.93% 9.64%* -- 23.95% 13.36%* -- -- 6/20/94
Putnam Diversified
Income 9.74% 6.78%* -- 15.76% 10.55%* -- -- 6/20/94
</TABLE>
* Since inception.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., certified public accountants, 100 Pearl
Street, Hartford, Connecticut, are the independent auditors for Fund ABD. The
services provided to Fund ABD will include primarily the audit of the Fund's
financial statements. Financial Statements for Fund ABD are not available since
the Fund had no assets as of the effective date of this SAI.
The consolidated balance sheet of the Travelers Insurance Company and
Subsidiaries (the "Company") as of December 31, 1995 and 1994 and the
consolidated statements of operation and retained earnings and cash flows for
each of the years then ended, have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1995 consolidated
financial statements of the Company refers to a change in the accounting for
investments in accordance with provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," in 1994.
The consolidated statements of operations and retained earnings and
cash flows of the Company for the year ended December 31, 1993, have been
included herein in reliance upon the report dated January 24, 1994 of Coopers &
Lybrand, L.L.P., certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.
4
<PAGE> 41
Independent Auditors' Report
The Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:
We have audited the accompanying consolidated balance sheet of The Travelers
Insurance Company and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations and retained earnings and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Travelers
Insurance Company and Subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
As discussed in note 3 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.
/s/KPMG Peat Marwick LLP
------------------------
Hartford, Connecticut
January 16, 1996
14
<PAGE> 42
Report of Independent Accountants
To the Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:
We have audited the consolidated statements of operations and retained earnings
and cash flows of The Travelers Insurance Company and Subsidiaries for the year
ended December 31, 1993. These consolidated financial statements are the
responsibility of Company management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of The Travelers Insurance Company and Subsidiaries for the year
ended December 31, 1993 in conformity with generally accepted accounting
principles.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Hartford, Connecticut
January 24, 1994
15
<PAGE> 43
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(for the year ended December 31, in millions) 1995 1994 | 1993
- ---------------------------------------------------------------------------------------------|-------
<S> <C> <C> | <C>
REVENUES |
Premiums $1,496 $1,492 | $ 330
Net investment income 1,824 1,702 | 1,730
Realized investment gains (losses) 106 13 | (39)
Other 221 199 | 153
- ---------------------------------------------------------------------------------------------|-------
3,647 3,406 | 2,174
- ---------------------------------------------------------------------------------------------|-------
|
BENEFITS AND EXPENSES |
Current and future insurance benefits 1,185 1,216 | 792
Interest credited to contractholders 967 961 | 1,200
Amortization of deferred acquisition costs and |
value of insurance in force 290 281 | 56
Other operating expenses 368 351 | 211
- ---------------------------------------------------------------------------------------------|-------
2,810 2,809 | 2,259
- ---------------------------------------------------------------------------------------------|-------
|
Income (loss) from continuing operations before |
federal income taxes 837 597 | (85)
- ---------------------------------------------------------------------------------------------|-------
|
Federal income taxes: |
Current 233 (96) | (58)
Deferred 57 307 | (48)
- ---------------------------------------------------------------------------------------------|-------
290 211 | (106)
- ---------------------------------------------------------------------------------------------|-------
|
Income from continuing operations 547 386 | 21
|
Discontinued operations, net of income taxes |
Income from operations (net of taxes of $18, $83 and $48) 72 150 | 120
Gain on disposition (net of taxes of $68, $18 and $0) 131 9 | -
- ---------------------------------------------------------------------------------------------|-------
Income from discontinued operations 203 159 | 120
- ---------------------------------------------------------------------------------------------|-------
|
Net income 750 545 | 141
Retained earnings beginning of year 1,562 1,017 | 888
Dividend to parent - - | (14)
Preference stock tax benefit allocated by parent - - | 2
- ---------------------------------------------------------------------------------------------|-------
Retained earnings end of year $2,312 $1,562 | $1,017
- -----------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
16
<PAGE> 44
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(at December 31, in millions) 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Fixed maturities, available for sale at market (cost, $18,187; $18,579) $18,842 $17,260
Equity securities, at market (cost, $182; $173) 224 169
Mortgage loans 3,626 4,938
Real estate held for sale, net of accumulated depreciation of $9; $9 293 383
Policy loans 1,888 1,581
Short-term securities 1,554 2,279
Other investments 874 885
- -------------------------------------------------------------------------------------------------------------
Total investments 27,301 27,495
- -------------------------------------------------------------------------------------------------------------
Cash 73 102
Investment income accrued 338 362
Premium balances receivable 107 215
Reinsurance recoverables 4,107 2,915
Deferred acquisition costs and value of insurance in force 1,962 1,939
Deferred federal income taxes - 950
Separate and variable accounts 6,949 5,160
Other assets 1,464 1,397
- -------------------------------------------------------------------------------------------------------------
Total assets $42,301 $40,535
- -------------------------------------------------------------------------------------------------------------
LIABILITIES
Contractholder funds $14,525 $16,354
Future policy benefits 11,783 11,480
Policy and contract claims 571 1,222
Separate and variable accounts 6,916 5,128
Short-term debt 73 74
Deferred federal income taxes 32 -
Other liabilities 2,173 1,923
- -------------------------------------------------------------------------------------------------------------
Total liabilities 36,073 36,181
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million
shares authorized, issued and outstanding 100 100
Additional paid-in capital 3,134 3,452
Retained earnings 2,312 1,562
Unrealized investment gains (losses), net of taxes 682 (760)
- -------------------------------------------------------------------------------------------------------------
Total shareholder's equity 6,228 4,354
- -------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $42,301 $40,535
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
17
<PAGE> 45
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(for the year ended December 31, in millions) 1995 1994 | 1993
- -------------------------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
CASH FLOWS FROM OPERATING ACTIVITIES |
Premiums collected $ 1,346 $ 1,394 | $ 551
Net investment income received 1,855 1,719 | 1,638
Other revenues received 90 (2) | 2
Benefits and claims paid (846) (1,115) | (960)
Interest credited to contractholders (960) (868) | (1,097)
Operating expenses paid (615) (536) | (231)
Income taxes (paid) refunded (63) (27) | 25
Trading account investments, (purchases) sales, net - - | (1,585)
Other (137) (81) | 308
- -------------------------------------------------------------------------------------------------|----------
Net cash provided by (used in) operating activities 670 484 | (1,349)
Net cash provided by (used in) discontinued operations (596) 233 | (23)
- -------------------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) operations 74 717 | (1,372)
- -------------------------------------------------------------------------------------------------|-----------
CASH FLOWS FROM INVESTING ACTIVITIES |
Investment repayments |
Fixed maturities 1,974 2,528 | 2,369
Mortgage loans 680 1,266 | 1,103
Proceeds from investments sold |
Fixed maturities 6,773 1,316 | 99
Equity securities 379 357 | 75
Mortgage loans 704 546 | 290
Real estate held for sale 253 728 | 949
Investments in |
Fixed maturities (10,748) (4,594) | (2,968)
Equity securities (305) (340) | (51)
Mortgage loans (144) (102) | (246)
Policy loans, net (325) (193) | (2)
Short-term securities, (purchases) sales, net 291 (367) | 850
Other investments, (purchases) sales, net (267) (299) | 41
Securities transactions in course of settlement 258 24 | (7)
Net cash provided by (used in) investing activities of |
discontinued operations 1,425 (261) | 113
- -------------------------------------------------------------------------------------------------|----------
Net cash provided by investing activities 948 609 | 2,615
- -------------------------------------------------------------------------------------------------|----------
CASH FLOWS FROM FINANCING ACTIVITIES |
Issuance (redemption) of short-term debt, net (1) 73 | -
Contractholder fund deposits 2,705 1,951 | 2,884
Contractholder fund withdrawals (3,755) (3,357) | (4,264)
Dividends to parent company - - | (14)
Return of capital to parent company - (23) | -
Net cash provided by financing activities |
of discontinued operations - 84 | 121
Other - (2) | 6
- -------------------------------------------------------------------------------------------------|----------
Net cash used in financing activities (1,051) (1,274) | (1,267)
- -------------------------------------------------------------------------------------------------|----------
Net increase (decrease) in cash $ (29) $ 52 | $ (24)
- ------------------------------------------------------------------------------------------------------------
Cash at December 31 $ 73 $ 102 $ 50
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
18
<PAGE> 46
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
The Travelers Insurance Company is a wholly owned subsidiary of The
Travelers Insurance Group Inc. (TIGI), which is an indirect, wholly owned
subsidiary of Travelers Group Inc. (Travelers).
The Travelers Insurance Company and its subsidiaries (the Company)
principally operates through one major business segment: Life and
Annuity, which offers individual life, long-term care, annuities and
investment products to individuals and small businesses, and investment
products to employer-sponsored retirement and savings plans. The
Company's Corporate and Other Operations segment manages the investment
portfolio of the Company.
Individual products are primarily marketed through independent agents and
through two of the Company's affiliates, The Copeland Companies and the
financial consultants of Smith Barney, Inc. (Smith Barney). Group pension
products and annuities are marketed by the Company's salaried staff
directly to plan sponsors and are also placed through independent
consultants and investment advisers.
The Company sold group life and health insurance through its Managed Care
and Employee Benefits Operations (MCEBO) through 1994. See note 4.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies used in the preparation of the
accompanying financial statements follow.
Basis of presentation
The consolidated financial statements include the accounts of the
Company and its insurance and noninsurance subsidiaries. Significant
intercompany transactions have been eliminated.
In December 1992, Primerica Corporation (Primerica) acquired
approximately 27% of the common stock of the Company's then parent, The
Travelers Corporation (the 27% Acquisition). The 27% Acquisition was
accounted for as a purchase. Effective December 31, 1993, Primerica
acquired the approximately 73% of The Travelers Corporation common stock
which it did not already own, and The Travelers Corporation was merged
into Primerica, which was renamed Travelers Group Inc. This was effected
through the exchange of .80423 shares of Travelers common stock for each
share of The Travelers Corporation common stock (the Merger). All
subsidiaries of The Travelers Corporation were contributed to TIGI. In
conjunction with the Merger, Travelers contributed Travelers Insurance
Holdings Inc. (formerly Primerica Insurance Holdings, Inc.) and its
subsidiaries (TIHI) to TIGI, which in turn contributed TIHI to the
Company.
TIHI is an intermediate holding company whose primary subsidiaries are
Primerica Life Insurance Company and its subsidiary National Benefit
Life Insurance Company, which primarily offers individual life
insurance. Through September 1995 it also sold specialty accident and
health insurance through its subsidiary Transport Life Insurance Company
(see note 4).
19
<PAGE> 47
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
The consolidated financial statements and the accompanying notes reflect
the historical operations of the Company for the year ended December 31,
1993. The results of operations of TIHI and its subsidiaries are not
included in the 1993 financial statements.
The 27% Acquisition and the Merger were accounted for as a "step
acquisition", and the purchase accounting adjustments were "pushed down"
as of December 31, 1993 to the subsidiaries of TIGI, including the
Company, and reflect adjustments of assets and liabilities of the Company
(except TIHI) to their fair values determined at each acquisition date
(i.e., 27% of values at December 31, 1992 as carried forward and 73% of
the values at December 31, 1993). These assets and liabilities were
recorded at December 31, 1993 based upon management's then best estimate
of their fair values at the respective dates. Evaluation and appraisal of
assets and liabilities, including investments, the value of insurance in
force, other insurance assets and liabilities and related deferred
federal income taxes was completed during 1994. The excess of the 27%
share of assigned value of identifiable net assets over cost at December
31, 1992, which was allocated to the Company through "pushdown"
accounting, was approximately $56 million and is being amortized over ten
years on a straight-line basis. The excess of the purchase price of the
common stock over the fair value of the 73% of net assets acquired at
December 31, 1993, which was allocated to the Company through "pushdown"
accounting, was approximately $340 million and is being amortized over 40
years on a straight-line basis.
The consolidated statements of operations and retained earnings and of
cash flows and the related accompanying notes for the years ended
December 31, 1995 and 1994, which are presented on a purchase accounting
basis, are separated from the corresponding 1993 information, which is
presented on a historical accounting basis, to indicate the difference in
valuation bases.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and benefits
and expenses during the reporting period. Actual results could differ
from those estimates.
As more fully described in note 4, all of the operations comprising MCEBO
are presented as a discontinued operation and, accordingly, prior year
amounts have been restated.
Certain prior year amounts have been reclassified to conform with the
1995 presentation.
Investments
Fixed maturities include bonds, notes and redeemable preferred stocks.
Fixed maturities are valued based upon quoted market prices, or if quoted
market prices are not available, discounted expected cash flows using
market rates commensurate with the credit quality and maturity of the
investment. Fixed maturities are classified as "available for sale" and
are reported at fair value, with unrealized investment gains and losses,
net of income taxes, charged or credited directly to shareholder's
equity.
20
<PAGE> 48
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Equity securities, which include common and nonredeemable preferred
stocks, are available for sale and carried at fair value based primarily
on quoted market prices. Changes in fair values of equity securities are
charged or credited directly to shareholder's equity, net of income
taxes.
Mortgage loans are carried at amortized cost. For mortgage loans that are
determined to be impaired, a reserve is established for the difference
between the amortized cost and fair market value of the underlying
collateral. Impaired loans were insignificant at December 31, 1995.
Real estate held for sale is carried at the lower of cost or fair value
less estimated costs to sell. Fair value was established at time of
foreclosure by appraisers, either internal or external, using discounted
cash flow analyses and other acceptable techniques. Thereafter, an
allowance for losses on real estate held for sale is established if the
carrying value of the property exceeds its current fair value less
estimated costs to sell. There was no such allowance at December 31,
1995.
Accrual of income is suspended on fixed maturities or mortgage loans that
are in default, or on which it is likely that future payments will not be
made as scheduled. Interest income on investments in default is
recognized only as payment is received.
Gains or losses arising from futures contracts used to hedge investments
are treated as basis adjustments and are recognized in income over the
life of the hedged investments.
Gains and losses arising from forward contracts used to hedge foreign
investments in the Company's U.S. portfolios are a component of realized
investment gains and losses. Gains and losses arising from forward
contracts used to hedge investments in Canadian operations are reflected
directly in shareholder's equity, net of income taxes.
Interest rate swaps are used to manage interest rate risk in the
investment portfolio and are marked to market with unrealized gains and
losses recorded as a component of shareholder's equity, net of income
taxes. Rate differentials on interest rate swap agreements are accrued
between settlement dates and are recognized as an adjustment to interest
income from the related investment.
Investment Gains and Losses
Realized investment gains and losses are included as a component of
pretax revenues based upon specific identification of the investments
sold on the trade date and, prior to the Merger, included adjustments to
investment valuation reserves. These adjustments reflected changes
considered to be other than temporary in the net realizable value of
investments. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company. The foreign exchange
effects of Canadian operations are included in unrealized gains and
losses.
21
<PAGE> 49
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Policy Loans
Policy loans are carried at the amount of the unpaid balances that are
not in excess of the net cash surrender values of the related insurance
policies. The carrying value of policy loans, which have no defined
maturities, is considered to be fair value.
Deferred Acquisition Costs and Value of Insurance in Force
Costs of acquiring individual life insurance, annuities and health
business, principally commissions and certain expenses related to policy
issuance, underwriting and marketing, all of which vary with and are
primarily related to the production of new business, are deferred.
Acquisition costs relating to traditional life insurance and guaranteed
renewable health contracts, including long-term care, are amortized over
the period of anticipated premiums; universal life in relation to
estimated gross profits; and annuity contracts employing a level yield
method. For life insurance, a 10- to 25-year amortization period is
used; for guaranteed renewable health, a 10- to 20-year period, and a
10- to 15-year period is employed for annuities. Deferred acquisition
costs are reviewed periodically for recoverability to determine if any
adjustment is required.
The value of insurance in force represents the actuarially determined
present value of anticipated profits to be realized from life insurance,
annuities and health contracts at the date of the Merger using the same
assumptions that were used for computing related liabilities where
appropriate. The value of insurance in force was the actuarially
determined present value of the projected future profits discounted at
interest rates ranging from 14% to 18% for the business acquired. The
value of the business in force is amortized over the contract period
using current interest crediting rates to accrete interest and using
amortization methods based on the specified products. Traditional life
insurance and guaranteed renewable health policies are amortized over
the period of anticipated premiums; universal life is amortized in
relation to estimated gross profits; and annuity contracts are amortized
employing a level yield method. The value of insurance in force is
reviewed periodically for recoverability to determine if any adjustment
is required.
Separate and Variable Accounts
Separate and variable accounts primarily represent funds for which
investment income and investment gains and losses accrue directly to,
and investment risk is borne by, the contractholders. Each account has
specific investment objectives. The assets of each account are legally
segregated and are not subject to claims that arise out of any other
business of the Company. The assets of these accounts are carried at
market value. Certain other separate accounts provide guaranteed levels
of return or benefits and the assets of these accounts are carried at
amortized cost. Amounts assessed to the contractholders for management
services are included in revenues. Deposits, net investment income and
realized investment gains and losses for these accounts are excluded
from revenues, and related liability increases are excluded from
benefits and expenses.
22
<PAGE> 50
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Goodwill
The excess of the 27% share of assigned value of identifiable assets
over cost at December 31, 1992 allocated to the Company as a result of
the 27% Acquisition amounted to approximately $56 million and is being
amortized over 10 years on a straight-line basis. Goodwill resulting
from the excess of the purchase price over the fair value of the 73% of
net assets acquired related to the Merger amounted to approximately $340
million at December 31, 1993 and is being amortized over 40 years on a
straight-line basis. TIHI has goodwill of $239 million.
Contractholder Funds
Contractholder funds represent receipts from the issuance of universal
life, pension investment and certain individual annuity contracts. Such
receipts are considered deposits on investment contracts that do not
have substantial mortality or morbidity risk. Account balances are also
increased by interest credited and reduced by withdrawals, mortality
charges and administrative expenses charged to the contractholders.
Calculations of contractholder account balances for investment contracts
reflect lapse, withdrawal and interest rate assumptions based on
contract provisions, the Company's experience and industry standards.
Interest rates credited to contractholder funds range from 3.8% to 8.6%.
Contractholder funds also include other funds that policyholders leave
on deposit with the Company.
Future Policy Benefits
Benefit reserves represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance, annuities, and accident
and health policies have been computed based upon mortality, morbidity,
persistency and interest assumptions applicable to these coverages,
which range from 2.5% to 10.0%, including adverse deviation. These
assumptions consider Company experience and industry standards and may
be revised if it is determined that the future experience will differ
substantially from that previously assumed. The assumptions vary by
plan, age at issue, year of issue and duration. Appropriate recognition
has been given to experience rating and reinsurance.
Operating Lease Obligations
At December 31, 1993, operating lease obligations were recorded at the
value assigned at the acquisition dates and included in the consolidated
balance sheet as a component of other liabilities. This liability is
being amortized over the respective lease periods.
23
<PAGE> 51
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Permitted Statutory Accounting Practices
The Company, domiciled principally in Connecticut and Massachusetts,
prepares statutory financial statements in accordance with the accounting
practices prescribed or permitted by the insurance departments of those
states. Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners as
well as state laws, regulations, and general administrative rules.
Permitted statutory accounting practices encompass all accounting
practices not so prescribed. The impact of any permitted accounting
practices on statutory surplus of the Company is not material.
Premiums
Premiums are recognized as revenues when due. Reserves are established
for the portion of premiums that will be earned in future periods and for
deferred profits on limited-payment policies that are being recognized in
income over the policy term.
Other Revenues
Other revenues include surrender, mortality and administrative charges
and fees as earned on investment, universal life and other insurance
contracts. Other revenues also include gains and losses on dispositions
of assets and operations other than realized investment gains and losses,
revenues of noninsurance subsidiaries, and the pretax operating results
of real estate joint ventures.
Interest Credited to Contractholders
Interest credited to contractholders represents amounts earned by
universal life, pension investment and certain individual annuity
contracts in accordance with contract provisions.
Federal Income Taxes
The provision for federal income taxes is comprised of two components,
current income taxes and deferred income taxes. Deferred federal income
taxes arise from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and
liabilities. The deferred federal income tax asset is recognized to the
extent that future realization of the tax benefit is more likely than
not, with a valuation allowance for the portion that is not likely to be
recognized.
24
<PAGE> 52
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Accounting Standards not yet Adopted
Statement of Financial Accounting Standards No. 121, "Accounting for
Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to
be held and used and for long-lived assets and certain identifiable
intangibles to be disposed of. This statement requires the write down to
fair value when long-lived assets to be held and used are impaired. It
also requires long-lived assets to be disposed of (e.g., real estate held
for sale) to be carried at the lower of cost or fair value less cost to
sell and does not allow such assets to be depreciated. The adoption of
this statement, effective January 1, 1996, did not have a material effect
on the Company's results of operations, financial condition or liquidity.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (FAS 123). This statement addresses alternative
accounting treatments for stock-based compensation, such as stock options
and restricted stock. FAS 123 permits either expensing the value of
stock-based compensation over the period earned or disclosing in the
financial statement footnotes the pro forma impact to net income as if
the value of stock-based compensation awards had been expensed. The value
of awards would be measured at the grant date based upon estimated fair
value, using option pricing models. The requirements of this statement
will be effective for 1996 financial statements, although earlier
adoption is permissible if an entity elects to expense the cost of
stock-based compensation. The Company, along with affiliated companies,
participates in stock option and incentive plans sponsored by Travelers.
The Company is currently evaluating the disclosures requirements and
expense recognition alternatives addressed by this statement.
3. CHANGES IN ACCOUNTING PRINCIPLES
Accounting by Creditors for Impairment of a Loan
Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of
a Loan," and Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan - Income Recognition
and Disclosures," which describe how impaired loans should be measured
when determining the amount of a loan loss accrual. These statements
amended existing guidance on the measurement of restructured loans in a
troubled debt restructuring involving a modification of terms. Their
adoption did not have a material impact on the Company's financial
condition, results of operations or liquidity.
25
<PAGE> 53
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
3. CHANGES IN ACCOUNTING PRINCIPLES, Continued
Accounting for Certain Debt and Equity Securities
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" (FAS 115), which addresses accounting and
reporting for investments in equity securities that have a readily
determinable fair value and for all debt securities. Investment
securities have been classified as "available for sale" and are reported
at fair value, with unrealized gains and losses, net of income taxes,
charged or credited directly to shareholder's equity. Previously,
securities classified as available for sale were carried at the lower of
aggregate cost or market value. Initial adoption of this standard
resulted in an increase of approximately $232 million (net of taxes) to
net unrealized gains which is included in shareholder's equity.
This increase included an unrealized gain of $133 million (net of income
taxes) on TIHI's investment in the common stock of Travelers. See note
15.
4. ACQUISITIONS AND DISPOSITIONS
In December 1994, the Company and its affiliates sold their group dental
insurance business to Metropolitan Life Insurance Company (MetLife) and
realized a gain on the sale of $9 million (aftertax). On January 3, 1995,
the Company and its affiliates completed the sale of their group life and
related non-medical group insurance businesses to MetLife for $350
million and realized a gain on the sale of $20 million (aftertax). In
connection with the sale, the Company ceded 100% of its risks in the
group life and related businesses to MetLife on an indemnity reinsurance
basis, effective January 1, 1995. In connection with the reinsurance
transaction, the Company transferred assets with a fair market value of
approximately $1.5 billion to MetLife, equal to the statutory reserves
and other liabilities transferred.
On January 3, 1995, the Company and MetLife and certain of their
affiliates formed The MetraHealth Companies, Inc. (MetraHealth) joint
venture by contributing their group medical businesses to MetraHealth, in
exchange for shares of common stock of MetraHealth. No gain was
recognized upon the formation of the joint venture. Upon formation of the
joint venture, the Company owned 42.6% of the outstanding capital stock
of MetraHealth, TIGI owned 7.4% and the other 50% was owned by MetLife
and its affiliates. In March 1995, MetraHealth acquired HealthSpring,
Inc. for common stock of MetraHealth, resulting in a reduction in the
ownership interests of the Company to 41.10%, TIGI to 7.15%, and MetLife
to 48.25%.
In connection with the formation of the joint venture, the transfer of
the fee-based medical business (Administrative Services Only) and other
noninsurance business to MetraHealth was completed on January 3, 1995. As
the medical insurance business of the Company came due for renewal, the
risks were transferred to MetraHealth and the related operating results
for this medical insurance business were reported by the Company in 1995
as part of discontinued operations.
26
<PAGE> 54
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. ACQUISITIONS AND DISPOSITIONS, continued
On October 2, 1995, the Company and its affiliates completed the sale of
their ownership in MetraHealth to United HealthCare Corporation. Gross
proceeds to the Company were $708 million in cash, and could increase by
up to $144 million if a contingency payment based on 1995 results is
made. The gain to the Company, not including the contingency payment,
was $111 million (aftertax) and was recognized in the fourth quarter of
1995.
All of the businesses sold to MetLife or contributed to MetraHealth were
included in the Company's MCEBO segment in 1994. In 1995 the Company's
results reflect the medical insurance business not yet transferred, plus
its equity interest in the earnings of MetraHealth through the date of
the sale. These operations have been accounted for as a discontinued
operation. Revenues from discontinued operations for the years ended
December 31, 1995, 1994 and 1993 amounted to $1.2 billion, $3.3 billion
and $3.3 billion, respectively. The assets and liabilities of the
discontinued operations have not been segregated in the consolidated
balance sheet as of December 31, 1995 and 1994. The assets and
liabilities of the discontinued operations consist primarily of
investments and insurance-related assets and liabilities. At December
31, 1995, these assets and liabilities each amounted to $1.8 billion. At
December 31, 1994, these assets and liabilities amounted to $3.4 billion
and $3.2 billion, respectively.
In September 1995, Travelers made a pro rata distribution to its
stockholders of shares of Class A Common Stock of Transport Holdings
Inc., which at the time was a wholly owned subsidiary of Travelers and
was the indirect owner of the business of Transport Life Insurance
Company (Transport). Immediately prior to this distribution, the Company
dividended Transport, an indirect, wholly owned subsidiary of the
Company, to its parent, resulting in a reduction in additional paid-in
capital of $334 million. The results of Transport through September 1995
are included in income from continuing operations.
On December 31, 1993, in conjunction with the Merger, Travelers
contributed TIHI to TIGI, which TIGI then contributed to the Company at
a carrying value of $2.1 billion. Through its subsidiaries, TIHI
primarily offers individual life insurance and, until the dividend of
Transport, specialty accident and health insurance.
5. COMMERCIAL PAPER AND LINES OF CREDIT
The Company issues commercial paper directly to investors and had $73
million outstanding at December 31, 1995. The Company maintains unused
credit availability under bank lines of credit at least equal to the
amount of the outstanding commercial paper.
Travelers, Commercial Credit Company (CCC) (an indirect wholly owned
subsidiary of Travelers) and the Company have an agreement with a
syndicate of banks to provide $1.0 billion of revolving credit, to be
allocated to any of Travelers, CCC or the Company. The Company's
participation in this agreement is limited to $250 million. The
revolving credit facility consists of a five-year revolving credit
facility which expires in 1999. At December 31, 1995, $125 million was
allocated to the Company. Under this facility the Company is required to
maintain certain minimum equity and risk-based capital levels. At
December 31, 1995, the Company was in compliance with these provisions.
27
<PAGE> 55
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
6. REINSURANCE
The Company participates in reinsurance in order to limit losses,
minimize exposure to large risks, provide additional capacity for future
growth and to effect business-sharing arrangements. Reinsurance is
accomplished through various plans of reinsurance, primarily
coinsurance, modified coinsurance and yearly renewable term. The Company
remains primarily liable as the direct insurer on all risks reinsured.
It is the policy of the Company to obtain reinsurance for amounts above
certain retention limits on individual life policies which vary with age
and underwriting classification. Generally, the maximum retention on an
ordinary life risk is $1.5 million. The Company writes workers'
compensation business through its Accident Department. This business is
ceded 100% to an affiliate, The Travelers Indemnity Company.
A summary of reinsurance financial data reflected within the
consolidated statement of operations and retained earnings is presented
below (in millions):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
1995 1994 | 1993
-------------------------------------------------------------------------------|---------
<S> <C> <C> | <C>
Written Premiums: |
Direct $2,166 $2,153 | $ 854
|
Assumed from: |
Non-affiliated companies - - | 13
|
Ceded to: |
Affiliated companies (374) (358) | (480)
Non-affiliated companies (302) (306) | (57)
-------------------------------------------------------------------------------|---------
Total net written premiums $1,490 $1,489 | $ 330
===============================================================================|=========
|
Earned Premiums: |
Direct $2,067 $2,301 | $ 850
|
Assumed from: |
Non-affiliated companies - - | 13
|
|
Ceded to: |
Affiliated companies (283) (384) | (480)
Non-affiliated companies (298) (305) | (58)
-------------------------------------------------------------------------------|---------
Total net earned premiums $1,486 $1,612 | $ 325
=========================================================================================
</TABLE>
28
<PAGE> 56
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
6. REINSURANCE, Continued
Reinsurance recoverables at December 31 include amounts recoverable on
unpaid and paid losses and were as follows (in millions):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
1995 1994
----------------------------------------------------------------------------
<S> <C> <C>
Reinsurance Recoverables:
Life and accident and health business:
Non-affiliated companies $1,744 $ 661
Affiliated companies - 3
Property-casualty business:
Affiliated companies 2,363 2,251
----------------------------------------------------------------------------
Total Reinsurance Recoverables $4,107 $2,915
============================================================================
</TABLE>
Total reinsurance recoverable at December 31, 1995 includes $929 million
recoverable from MetLife in connection with the sale of the Company's
group life and related businesses. See note 4.
7. SHAREHOLDER'S EQUITY
Additional Paid-In Capital
The decrease of $318 million in additional paid-in capital during 1995 is
due primarily to the dividend of Transport to the Company's parent (see
note 4).
The increase of $273 million in additional paid-in capital during 1994 is
due primarily to the finalization of the evaluations and appraisals used
to assign fair values to assets and liabilities under purchase
accounting.
The increase of $1.7 billion in additional paid-in capital during 1993
arose from a contribution of $400 million from The Travelers Corporation
and the contribution of TIHI (see notes 2 and 4). This was partially
offset by the impact of the initial evaluations and appraisals used to
assign fair values to assets and liabilities under purchase accounting.
Unrealized Investment Gains (Losses)
An analysis of the change in unrealized gains and losses on investments
is shown in note 15.
Shareholder's Equity and Dividend Availability
Statutory net income, including TIHI, was $235 million and $100 million
for the years ended December 31, 1995 and 1994, respectively. Statutory
net loss, excluding TIHI, was $648 million for the year ended December
31, 1993.
Statutory capital and surplus was $3.2 billion and $2.1 billion at
December 31, 1995 and 1994, respectively.
29
<PAGE> 57
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
7. SHAREHOLDER'S EQUITY, Continued
The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $506 million is available in 1996 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.
Dividend payments to the Company from its insurance subsidiaries are
subject to similar restrictions and are limited to $16 million in 1996.
8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative Financial Instruments with Off-Balance Sheet Risk
The Company uses derivative financial instruments, including financial
futures, interest rate swaps and forward contracts, as a means of hedging
exposure to foreign currency and/or interest rate risk on anticipated
transactions or existing assets and liabilities. Also, in the normal
course of business, the Company has fixed and variable rate loan
commitments and unfunded commitments to partnerships. The Company does
not hold or issue derivative instruments for trading purposes.
These derivative financial instruments have off-balance-sheet risk.
Financial instruments with off-balance-sheet risk involve, to varying
degrees, elements of credit and market risk in excess of the amount
recognized in the consolidated balance sheet. The contract or notional
amounts of these instruments reflect the extent of involvement the
Company has in a particular class of financial instrument. However, the
maximum loss or cash flow associated with these instruments can be less
than these amounts. For forward contracts and interest rate swaps, credit
risk is limited to the amounts calculated to be due the Company on such
contracts. For unfunded commitments to partnerships, credit exposure is
the amount of the unfunded commitments. For fixed and variable rate loan
commitments, credit exposure is represented by the contractual amount of
these instruments.
The Company monitors creditworthiness of counterparties to these
financial instruments by using criteria of acceptable risk that are
consistent with on-balance-sheet financial instruments. The controls
include credit approvals, limits and other monitoring procedures. Some
transactions include the use of collateral to minimize credit risk and
lower the effective cost to the borrower.
The Company uses exchange traded financial futures contracts to manage
its exposure to changes in interest rates which arises from the sale of
certain insurance and investment products. To hedge against adverse
changes in interest rates, the Company enters short positions in
financial futures contracts which offset asset price changes resulting
from changes in market interest rates until an investment is purchased.
30
<PAGE> 58
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued
Futures contracts have little credit risk since organized exchanges are
the counterparties. Margin payments are required to enter a futures
contract and contract gains or losses are settled daily in cash. The
contract amount of futures contracts represents the extent of the
Company's involvement, but not future cash requirements, as open
positions are typically closed out prior to the delivery date of the
contract. At December 31, 1995, the Company's futures contracts have no
fair value because these contracts are marked to market and settled in
cash.
The Company may occasionally enter into interest rate swaps in connection
with other financial instruments to provide greater risk diversification
and better match an asset with a corresponding liability. Under interest
rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed-rate and floating rate
interest amounts calculated by reference to an agreed notional principal
amount. Generally, no cash is exchanged at the outset of the contract and
no principal payments are made by either party. A single net payment is
usually made by one counterparty at each due date. Swap agreements are
not exchange traded so they are subject to the risk of default by the
counterparty. In all cases, counterparties under these agreements are
major financial institutions with the risk of non-performance considered
remote.
The off-balance-sheet risks of interest rate swaps, financial futures
contracts, forward contracts, fixed and variable rate loan commitments
and unfunded commitments to partnerships were not significant at December
31, 1995 and 1994.
Derivative Financial Instruments without Off-Balance Sheet Risk
The Company purchased a 5-year interest rate cap, with a notional amount
of $200 million, from Travelers Group Inc. in 1995 to hedge against
losses that could result from increasing interest rates. This instrument,
which does not have off-balance sheet risk, gives the Company the right
to receive payments if interest rates exceed specific levels at specified
dates. The premium of $2 million paid for this instrument is being
amortized over its life. The interest rate cap asset is reported at fair
value which is $1 million at December 31, 1995.
Fair Value of Certain Financial Instruments
The Company uses various financial instruments in the normal course of
its business. Fair values of financial instruments which are considered
insurance contracts are not required to be disclosed and are not included
in the amounts discussed.
At December 31, 1995, investments in fixed maturities had a carrying
value and a fair value of $18.8 billion, compared with a carrying value
and a fair value of $17.3 billion at December 31, 1994. See note 15.
At December 31, 1995, mortgage loans had a carrying value of $3.6
billion, which approximated fair value, compared with a carrying value of
$4.9 billion, which approximated fair value at December 31, 1994. In
estimating fair value, the Company used interest rates reflecting the
higher returns required in the real estate financing market.
31
<PAGE> 59
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued
The carrying values of $647 million and $417 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1995 and 1994, respectively. The carrying values of $1.3
billion and $1.2 billion of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1995 and
1994, respectively. Fair value is determined using various methods
including discounted cash flows, as appropriate for the various financial
instruments.
At December 31, 1995, contractholder funds with defined maturities had a
carrying value of $2.4 billion and a fair value of $2.5 billion, compared
with a carrying value of $4.2 billion and a fair value of $4.0 billion at
December 31, 1994. The fair value of these contracts is determined by
discounting expected cash flows at an interest rate commensurate with the
Company's credit risk and the expected timing of cash flows.
Contractholder funds without defined maturities had a carrying value of
$9.3 billion and a fair value of $9.0 billion at December 31, 1995,
compared with a carrying value of $9.1 billion and a fair value of $8.8
billion at December 31, 1994. These contracts generally are valued at
surrender value.
The assets of separate accounts providing a guaranteed return had a
carrying value and a fair value of $1.5 billion and $1.6 billion,
respectively, at December 31, 1995, compared with a carrying value and a
fair value of $1.5 billion and $1.4 billion, respectively, at December
31, 1994. The liabilities of separate accounts providing a guaranteed
return had a carrying value and a fair value of $1.5 billion and $1.4
billion, respectively, at December 31, 1995, compared with a carrying
value and a fair value of $1.5 billion and $1.3 billion, respectively, at
December 31, 1994.
The carrying values of cash, short-term securities and investment income
accrued approximated their fair values.
The carrying value of policy loans, which have no defined maturities, was
considered to be fair value.
9. COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance-Sheet Risk
See note 8 for a discussion of financial instruments with
off-balance-sheet risk.
Litigation
The Company is a defendant or codefendant in various litigation matters.
Although there can be no assurances, as of December 31, 1995, the Company
believes, based on information currently available, that the ultimate
resolution of these legal proceedings would not be likely to have a
material adverse effect on its results of operations, financial condition
or liquidity.
32
<PAGE> 60
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
10. BENEFIT PLANS
Pension Plans
The Company participates in qualified and nonqualified, noncontributory
defined benefit pension plans sponsored by an affiliate covering the
majority of the Company's U.S. employees. Benefits for the qualified plan
are based on an account balance formula. Under this formula, each
employee's accrued benefit can be expressed as an account that is
credited with amounts based upon the employee's pay, length of service
and a specified interest rate, all subject to a minimum benefit level.
This plan is funded in accordance with the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code. For the nonqualified
plan, contributions are based on benefits paid.
Certain subsidiaries of TIHI participate in a noncontributory defined
benefit plan sponsored by their ultimate parent, Travelers.
The Company's share of net pension expense was not significant for 1995,
1994 and 1993.
Through plans sponsored by TIGI, the Company also provides defined
contribution pension plans for certain agents. Company contributions are
primarily a function of production. The expense for these plans was not
significant in 1995, 1994 and 1993.
Other Benefit Plans
In addition to pension benefits, the Company provides certain health care
and life insurance benefits for retired employees through a plan
sponsored by TIGI. This plan does not include employees of TIHI. Covered
employees may become eligible for these benefits if they reach retirement
age while working for the Company. These retirees may elect certain
prepaid health care benefit plans. Life insurance benefits generally are
set at a fixed amount. The cost recognized by the Company for these
benefits represents its allocated share of the total costs of the plan,
net of employee contributions. The Company's share of the total cost of
the plan for 1995, 1994 and 1993 was not significant.
The Merger resulted in a change in control of The Travelers Corporation
as defined in the applicable plans, and provisions of some employee
benefit plans secured existing compensation and benefit entitlements
earned prior to the change in control, and provided a salary and benefit
continuation floor for employees whose employment was affected. These
merger-related costs were assumed by TIGI.
Savings, Investment and Stock Ownership Plan
Under the savings, investment and stock ownership plan available to
substantially all employees of TIGI (except TIHI), the Company matches a
portion of employee contributions. Effective April 1, 1993, the match
decreased from 100% to 50% of an employee's first 5% contribution and a
variable match based on the profitability of TIGI and its subsidiaries
was added. The Company's matching obligation was not significant in 1995,
1994 and 1993.
33
<PAGE> 61
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
11. RELATED PARTY TRANSACTIONS
The principal banking functions, including payment of salaries and
expenses, for certain subsidiaries and affiliates of TIGI (excluding
TIHI) are handled by the Company. Settlements for these payments between
the Company and its affiliates are made regularly. The Company provides
various employee benefits coverages to employees of certain subsidiaries
of TIGI. The premiums for these coverages were charged in accordance with
cost allocation procedures based upon salaries or census. In addition,
investment advisory and management services, data processing services and
claims processing services are shared with affiliated companies. Charges
for these services are shared by the companies on cost allocation methods
based generally on estimated usage by department.
TIGI and its subsidiaries maintain a short-term investment pool in which
the Company participates. The position of each company participating in
the pool is calculated and adjusted daily. At December 31, 1995 and 1994,
the pool totaled approximately $2.2 billion and $1.5 billion,
respectively. The Company's share of the pool amounted to $1.4 billion
and $1.1 billion at December 31, 1995 and 1994, respectively, and is
included in short-term securities in the consolidated balance sheet.
The Company sells structured settlement annuities to its affiliates, The
Travelers Indemnity Company and its subsidiaries. Such deposits were $38
million, $39 million and $50 million for 1995, 1994 and 1993,
respectively.
The Company markets individual annuity products through The Copeland
Companies, a subsidiary of TIGI. Deposits related to these products were
$684 million, $635 million and $581 million in 1995, 1994 and 1993,
respectively.
The Company markets variable annuity products and life and accident and
health insurance through its affiliate, Smith Barney. Premiums and
deposits related to these products were $580 million and $161 million in
1995 and 1994, respectively.
The Company leases new furniture and equipment from a noninsurance
subsidiary of TIGI. The rental expense charged to the Company for this
furniture and equipment was not significant in 1995, 1994 and 1993.
At December 31, 1995 and 1994, TIC had an investment of $24 million and
$23 million, respectively, in bonds of its affiliate, Commercial Credit
Company. This is included in fixed maturities in the consolidated balance
sheet.
TIHI had an investment of $445 million and $231 million in common stock
of Travelers at December 31, 1995 and 1994, respectively. This is carried
at fair value. At December 31, 1994, Transport had an investment of $35
million in nonredeemable preferred stock of Travelers which was carried
at fair value. TIHI had notes receivable from Travelers of $30 million at
December 31, 1994, which were carried at cost. The notes were paid during
1995. These assets are included in other investments in the consolidated
balance sheet.
34
<PAGE> 62
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
12. LEASES
The Company has entered into various operating and capital lease
agreements for office space and data processing and certain other
equipment. Rental expense under operating leases was $22 million, $23
million and $26 million, in 1995, 1994 and 1993, respectively. Future net
minimum rental and lease payments are estimated as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Minimum operating Sublease
(in millions) rental payments rental income
--------------------------------------------------------------------------------------
<S> <C> <C>
Year ending December 31,
1996 $103 $26
1997 88 19
1998 77 10
1999 71 6
2000 64 6
Thereafter 310 28
--------------------------------------------------------------------------------------
$713 $95
--------------------------------------------------------------------------------------
</TABLE>
The Company is reimbursed by affiliates of TIGI for utilization of space
and equipment.
35
<PAGE> 63
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. FEDERAL INCOME TAXES
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
(in millions) 1995 1994 | 1993
----------------------------------------------------------------------------|---------
<S> <C> <C> | <C>
Effective tax rate |
|
Income before federal income taxes $837 $ 597 | $ (85)
Statutory tax rate 35% 35% | 35%
----------------------------------------------------------------------------|---------
|
Expected federal income taxes $293 $ 209 | $ (30)
Tax effect of: |
Nontaxable investment income (4) (4) | (1)
Adjustments to benefit and other reserves - - | (50)
Adjustment to deferred tax asset for |
enacted change in tax rates from |
34% to 35% - - | (18)
Other, net 1 6 | (7)
----------------------------------------------------------------------------|---------
Federal income taxes (benefit) $290 $ 211 | $(106)
----------------------------------------------------------------------------|---------
|
Effective tax rate 35% 35% | 125%
----------------------------------------------------------------------------|---------
|
Composition of federal income taxes |
Current: |
United States $220 $(108) | $ (61)
Foreign 13 12 | 3
----------------------------------------------------------------------------|---------
Total 233 (96) | (58)
----------------------------------------------------------------------------|---------
|
Deferred: |
United States 52 302 | (48)
Foreign 5 5 | -
----------------------------------------------------------------------------|-----------
Total 57 307 | (48)
----------------------------------------------------------------------------|-----------
Federal income taxes $290 $ 211 | $ (106)
----------------------------------------------------------------------------------------
</TABLE>
Tax benefits allocated directly to shareholder's equity for the years
ended December 31, 1995 and 1994 were $7 million and $2 million,
respectively.
36
<PAGE> 64
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. FEDERAL INCOME TAXES, Continued
The net deferred tax liability at December 31, 1995 and the net deferred
tax asset at December 31, 1994 were comprised of the tax effects of
temporary differences related to the following assets and liabilities:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(in millions) 1995 1994
--------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Benefit, reinsurance and other reserves $ 447 $ 453
Contractholder funds 54 158
Investments - 690
Other employee benefits 83 87
Other 264 257
--------------------------------------------------------------------------------------------
Total 848 1,645
--------------------------------------------------------------------------------------------
Deferred tax liabilities:
Deferred acquisition costs and value of insurance in force 538 529
Investments 152 -
Prepaid pension expense 9 5
Other 81 61
--------------------------------------------------------------------------------------------
Total 780 595
--------------------------------------------------------------------------------------------
Net deferred tax asset before valuation allowance 68 1,050
Valuation allowance for deferred tax assets (100) (100)
--------------------------------------------------------------------------------------------
Net deferred tax (liability) asset after valuation allowance $ (32) $ 950
--------------------------------------------------------------------------------------------
</TABLE>
Starting in 1994 and continuing for at least five years, the Company and
its life insurance subsidiaries will file a consolidated federal income
tax return. Federal income taxes are allocated to each member of the
consolidated return on a separate return basis adjusted for credits and
other amounts required by the consolidation process. Any resulting
liability will be paid currently to the Company. Any credits for losses
will be paid by the Company to the extent that such credits are for tax
benefits that have been utilized in the consolidated federal income tax
return.
37
<PAGE> 65
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. FEDERAL INCOME TAXES, Continued
A net deferred tax asset valuation allowance of $100 million has been
established to reduce the deferred tax asset on investment losses to the
amount that, based upon available evidence, is more likely than not to be
realized. Reversal of the valuation allowance is contingent upon the
recognition of future capital gains in the Company's consolidated life
insurance company federal income tax return through 1998, and the
consolidated federal income tax return of Travelers commencing in 1999,
or a change in circumstances which causes the recognition of the benefits
to become more likely than not. There was no change in the valuation
allowance during 1995. The initial recognition of any benefit produced by
the reversal of the valuation allowance will be recognized by reducing
goodwill.
At December 31, 1995, the Company has no ordinary or capital loss
carryforwards.
The "policyholders surplus account", which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account,
which, under provisions of the Tax Reform Act of 1984, will not increase
after 1983, is estimated to be $932 million. This amount has not been
subjected to current income taxes but, under certain conditions that
management considers to be remote, may become subject to income taxes in
future years. At current rates, the maximum amount of such tax (for which
no provision has been made in the financial statements) would be
approximately $326 million.
14. NET INVESTMENT INCOME
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
--------------------------------------------------------------------------------|-----------
<S> <C> <C> | <C>
Gross investment income |
Fixed maturities $1,191 $1,082 | $1,069
Mortgage loans 419 511 | 655
Policy loans 163 110 | 104
Real estate held for sale 111 174 | 371
Other 97 52 | 8
--------------------------------------------------------------------------------|-----------
1,981 1,929 | 2,207
--------------------------------------------------------------------------------|-----------
|
Investment expenses 157 227 | 477
--------------------------------------------------------------------------------|-----------
Net investment income $1,824 $1,702 | $1,730
--------------------------------------------------------------------------------------------
</TABLE>
38
<PAGE> 66
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES)
Realized investment gains (losses) for the periods were as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
-------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
Realized |
Fixed maturities $(43) $(3) | $ 159
Equity securities 36 18 | 12
Mortgage loans 47 - | (35)
Real estate held for sale 18 - | (212)
Other 48 (2) | 37
-------------------------------------------------------------------------------|----------
Realized investment gains (losses) $106 $13 | $ (39)
------------------------------------------------------------------------------------------
</TABLE>
Changes in net unrealized investment gains (losses) that are included as
a separate component of shareholder's equity were as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
---------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
Unrealized |
Fixed maturities $1,974 $(1,319) | $(235)
Equity securities 46 (25) | (17)
Other 200 165 | 28
---------------------------------------------------------------------------------|----------
2,220 (1,179) | (224)
Related taxes 778 (412) | (83)
---------------------------------------------------------------------------------|----------
Change in unrealized investment gains (losses) 1,442 (767) | (141)
Contribution of TIHI - - | 5
Balance beginning of year (760) 7 | 143
--------------------------------------------------------------------------------------------
Balance end of year $ 682 $ (760) $ 7
--------------------------------------------------------------------------------------------
</TABLE>
The initial adoption of FAS 115 resulted in an increase of approximately
$232 million (net of taxes) to net unrealized gains in 1994.
Fixed Maturities
Proceeds from sales of fixed maturities classified as available for sale
were $6.8 billion and $1.3 billion in 1995 and 1994, respectively. Gross
gains of $80 million and $14 million and gross losses of $124 million and
$26 million in 1995 and 1994, respectively, were realized on those sales.
Prior to December 31, 1993, fixed maturities that were intended to be
held to maturity were recorded at amortized cost and classified as held
for investment. Sales from the amortized cost portfolios have been made
periodically. Such sales were $99 million in 1993, resulting in gross
realized gains of $6 million and gross realized losses of $1 million.
39
<PAGE> 67
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
Prior to December 31, 1993, the carrying values of the trading portfolio
fixed maturities were adjusted to market value as it was likely they
would be sold prior to maturity. Sales of trading portfolio fixed
maturities were $4.0 billion in 1993. Gross gains of $139 million and
gross losses of $2 million were realized on those sales.
The amortized cost and market value of investments in fixed maturities
were as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
December 31, 1995
-------------------------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Market
(in millions) cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale:
Mortgage-backed securities -
CMOs and pass through
securities $ 4,174 $103 $15 $ 4,262
U.S. Treasury securities
and obligations of U.S.
Government and
government agencies
and authorities 1,327 116 - 1,443
Obligations of states,
municipalities and
political subdivisions 91 2 - 93
Debt securities issued by
foreign governments 311 17 - 328
All other corporate bonds 12,283 442 10 12,715
Redeemable preferred stock 1 - - 1
-------------------------------------------------------------------------------------------------
Total $18,187 $680 $25 $18,842
-------------------------------------------------------------------------------------------------
</TABLE>
40
<PAGE> 68
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
December 31, 1994
-------------------------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Market
(in millions) cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale:
Mortgage-backed securities -
CMOs and pass through
securities $ 3,779 $ 3 $ 304 $ 3,478
U.S. Treasury securities
and obligations of U.S.
Government and
government agencies
and authorities 3,080 3 306 2,777
Obligations of states,
municipalities and
political subdivisions 87 - 7 80
Debt securities issued by
foreign governments 398 - 26 372
All other corporate bonds 11,225 14 696 10,543
Redeemable preferred stock 10 - - 10
-------------------------------------------------------------------------------------------------
Total $18,579 $20 $1,339 $17,260
-------------------------------------------------------------------------------------------------
</TABLE>
The amortized cost and market value of fixed maturities at December 31,
1995, by contractual maturity, are shown below. Actual maturities will
differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Maturity Amortized Market
(in millions) cost value
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Due in one year or less $ 788 $ 792
Due after 1 year through 5 years 5,053 5,156
Due after 5 years through 10 years 5,176 5,416
Due after 10 years 2,996 3,216
-----------------------------------------------------------------------------------------------
14,013 14,580
Mortgage-backed securities 4,174 4,262
-----------------------------------------------------------------------------------------------
Total $18,187 $18,842
-----------------------------------------------------------------------------------------------
</TABLE>
41
<PAGE> 69
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
The Company makes significant investments in collateralized mortgage
obligations (CMOs). CMOs typically have high credit quality, offer good
liquidity, and provide a significant advantage in yield and total return
compared to U.S. Treasury securities. The Company's investment strategy
is to purchase CMO tranches which are protected against prepayment risk,
primarily planned amortization class (PAC) tranches. Prepayment protected
tranches are preferred because they provide stable cash flows in a
variety of scenarios. The Company does invest in other types of CMO
tranches if a careful assessment indicates a favorable risk/return
tradeoff. The Company does not purchase residual interests in CMOs.
At December 31, 1995 and 1994, the Company held CMOs with a market value
of $2.3 billion and $2.2 billion, respectively. Approximately 89% of the
Company's CMO holdings are fully collateralized by GNMA, FNMA or FHLMC
securities at December 31, 1995 and 1994. In addition, the Company held
$917 million and $1.3 billion of GNMA, FNMA or FHLMC mortgage-backed
securities at December 31, 1995 and 1994, respectively. Virtually all of
these securities are rated AAA. The Company also held $1.3 billion and
$927 million of securities that are backed primarily by credit card or
car loan receivables at December 31, 1995 and 1994, respectively.
Equity Securities
The cost and market values of investments in equity securities were as
follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
December 31, 1995
-------------------------------------------------------------------------------------------------
Gross Gross
unrealized unrealized Market
(in millions) Cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stocks $138 $48 $5 $181
Nonredeemable preferred stocks 44 2 3 43
-------------------------------------------------------------------------------------------------
Total $182 $50 $8 $224
-------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
December 31, 1994
---------------------------------------------------------------------------------------------------
Gross Gross
unrealized unrealized Market
(in millions) Cost gains losses value
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stocks $ 133 $ 19 $ 21 $ 131
Nonredeemable preferred stocks 40 - 2 38
---------------------------------------------------------------------------------------------------
Total $ 173 $ 19 $ 23 $ 169
---------------------------------------------------------------------------------------------------
</TABLE>
42
<PAGE> 70
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
Proceeds from sales of equity securities were $379 million and $357
million in 1995 and 1994, respectively. Gross gains of $27 million and
$24 million and gross losses of $2 million and $6 million in 1995 and
1994, respectively, were realized on those sales.
Mortgage loans and real estate held for sale
Underperforming assets include delinquent mortgage loans, loans in the
process of foreclosure, foreclosed loans and loans modified at interest
rates below market. The Company continues its strategy, adopted in
conjunction with the Merger, to dispose of these real estate assets and
some of the mortgage loans and to reinvest the proceeds to obtain current
market yields.
At December 31, 1995 and 1994, the Company's mortgage loan and real
estate held for sale portfolios consisted of the following (in millions):
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
1995 1994
---------------------------------------------------------------------------------
<S> <C> <C>
Current mortgage loans $ 3,385 $ 4,467
Underperforming mortgage loans 241 471
---------------------------------------------------------------------------------
Total 3,626 4,938
---------------------------------------------------------------------------------
Real estate held for sale 293 383
---------------------------------------------------------------------------------
Total $ 3,919 $ 5,321
---------------------------------------------------------------------------------
</TABLE>
Aggregate annual maturities on mortgage loans at December 31, 1995 are
as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------
(in millions)
-------------------------------------------------------
<S> <C>
Past maturity $ 189
1996 462
1997 398
1998 589
1999 339
2000 382
Thereafter 1,267
-------------------------------------------------------
Total $ 3,626
-------------------------------------------------------
</TABLE>
43
<PAGE> 71
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
Concentrations
At December 31, 1995 and 1994, the Company had no concentration of credit
risk in a single investee exceeding 10% of consolidated shareholder's
equity.
The Company participates in a short-term investment pool maintained by
TIGI and its subsidiaries. See note 11.
Included in fixed maturities are below investment grade assets totaling
$1.0 billion and $922 million at December 31, 1995 and 1994,
respectively. The Company defines its below investment grade assets as
those securities rated "Ba1" or below by external rating agencies, or the
equivalent by internal analysts when a public rating does not exist. Such
assets include publicly traded below investment grade bonds and certain
other privately issued bonds that are classified as below investment
grade loans.
The Company also had significant concentrations of investments, primarily
fixed maturities, in the following industries:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finance $ 1,491 $ 1,241
Banking 1,226 953
Electric utilities 1,023 1,222
Oil and gas 861 859
---------------------------------------------------------------------------------------------------
</TABLE>
Below investment grade assets included in the totals above, were as
follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finance $ 56 $ 75
Banking 8 21
Electric utilities 26 32
Oil and gas 66 33
---------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1995 and 1994, significant concentrations of mortgage
loans were for properties located in highly populated areas in the states
listed below:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
California $ 736 $ 929
New York 400 558
---------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE> 72
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
Other mortgage loan investments are fairly evenly dispersed throughout
the United States, with no holdings in any state exceeding $332 million
and $432 million at December 31, 1995 and 1994, respectively.
Concentrations of mortgage loans by property type at December 31, 1995
and 1994 were as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Office $ 1,513 $ 2,065
Apartment 580 1,029
Agricultural 556 540
Retail 426 606
---------------------------------------------------------------------------------------------------
</TABLE>
The Company monitors creditworthiness of counterparties to all financial
instruments by using controls that include credit approvals, limits and
other monitoring procedures. Collateral for fixed maturities often
includes pledges of assets, including stock and other assets, guarantees
and letters of credit. The Company's underwriting standards with respect
to new mortgage loans generally require loan to value ratios of 75% or
less at the time of mortgage origination.
Investment Valuation Reserves
There were no investment valuation reserves at December 31, 1995 and
1994. Investment valuation reserve activity during 1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1994 | 1993
--------------------------------------------------------------------------------------|------------
<S> <C> | <C>
Beginning of year $ 67 | $ 1,417
Increase - | 195
Impairments, net of gains/recoveries - | (602)
FAS 115/Purchase accounting adjustment (67) | (943)
---------------------------------------------------------------------------------------------------
End of year $ - $ 67
---------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1993, investment valuation reserves were comprised of $67
million for securities. Increases in the investment valuation reserves
were reflected as realized investment losses.
45
<PAGE> 73
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued
Nonincome Producing
Investments included in the consolidated balance sheets that were
nonincome producing for the preceding 12 months were as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage loans $ 65 $ 127
Real estate 18 73
Fixed maturities 4 6
---------------------------------------------------------------------------------------------------
Total $ 87 $ 206
---------------------------------------------------------------------------------------------------
</TABLE>
Restructured Investments
The Company had mortgage loans and debt securities which were
restructured at below market terms totaling approximately $67 million and
$259 million at December 31, 1995 and 1994, respectively. The new terms
typically defer a portion of contract interest payments to varying future
periods. The accrual of interest is suspended on all restructured assets,
and interest income is reported only as payment is received. Gross
interest income on restructured assets that would have been recorded in
accordance with the original terms of such loans amounted to $16 million
in 1995 and $52 million in 1994. Interest on these assets, included in
net investment income, aggregated $8 million and $17 million in 1995 and
1994, respectively.
16. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES
At December 31, 1995, the Company had $22.4 billion of life and annuity
deposit funds and reserves. Of that total, $11.4 billion were not subject
to discretionary withdrawal based on contract terms and related market
conditions. The remaining $11.0 billion were for life and annuity
products that were subject to discretionary withdrawal by the
contractholders. Included in the amount that were subject to
discretionary withdrawal were $1.5 billion of liabilities that are
surrenderable with market value adjustments. An additional $5.8 billion
of the life insurance and individual annuity liabilities are subject to
discretionary withdrawals with an average surrender charge of 5.2%.
Another $870 million of liabilities are surrenderable at book value over
5 to 10 years. In the payout phase, these funds are credited at
significantly reduced interest rates. The remaining $2.8 billion of
liabilities are surrenderable without charge. Approximately 25% of these
liabilities relate to individual life products. These risks would have to
be underwritten again if transferred to another carrier, which is
considered a significant deterrent for long-term policyholders. Insurance
liabilities that are surrendered or withdrawn from the Company are
reduced by outstanding policy loans and related accrued interest prior to
payout.
46
<PAGE> 74
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
17. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
The following table reconciles net income to net cash provided by (used
in) operating activities:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
---------------------------------------------------------------------------------------|-----------
<S> <C> <C> | <C>
Net income from continuing operations $ 547 $ 386 | $ 21
Reconciling adjustments |
Realized (gains) losses (106) (13) | 39
Deferred federal income taxes 57 307 | (48)
Amortization of deferred policy acquisition |
costs and value of insurance in force 290 281 | 56
Additions to deferred policy acquisition costs (454) (435) | 51
Trading account investments, |
(purchases) sales, net - - | (1,585)
Investment income accrued (9) (47) | 3
Premium balances receivable (8) 5 | (5)
Insurance reserves and accrued expenses 291 212 | 166
Restructuring reserves - - | (79)
Other, including investment valuation reserves |
in 1993 62 (212) | 32
---------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) |
operating activities 670 484 | (1,349)
Net cash provided by (used in) |
discontinued operations (596) 233 | (23)
---------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) |
operations $ 74 $ 717 | $ (1,372)
---------------------------------------------------------------------------------------------------
</TABLE>
47
<PAGE> 75
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
18. NONCASH INVESTING AND FINANCING ACTIVITIES
Significant noncash investing and financing activities include: a) the
1995 transfer of assets with a fair market value of approximately $1.5
billion and statutory reserves and other liabilities of approximately
$1.5 billion to MetLife (see note 4); b) the 1995 dividend of Transport
Life Insurance Company to the Company's parent (see note 4); c) the
acquisition of real estate through foreclosures of mortgage loans
amounting to $97 million, $229 million and $563 million in 1995, 1994 and
1993, respectively; d) the acceptance of purchase money mortgages for
sales of real estate aggregating $27 million, $96 million and $190
million in 1995, 1994 and 1993, respectively; e) the 1994 exchange of $23
million of TIHI's investment in Travelers common stock for $35 million of
Travelers nonredeemable preferred stock; f) the 1993 contribution of TIHI
by Travelers (see note 4); g) the 1993 contribution of $400 million of
bond investments by The Travelers Corporation (see note 7); h) increases
in investment valuation reserves in 1993 for real estate held for sale
(see note 15); and i) the 1993 transfer of $352 million of mortgage loans
and bonds from the Company's general account to two separate accounts.
48
<PAGE> 76
STATEMENT OF ADDITIONAL INFORMATION
FUND ABD
Individual Variable Annuity Contract
issued by
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
L-12547S 8/96
5
<PAGE> 77
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The financial statements of the Registrant are not provided since the
Registrant had no assets as of the effective date of the Registration
Statement.
The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries and the Reports of Independent Accountants,
are contained in the Statement of Additional Information. The
consolidated financial statements of The Travelers Insurance Company
and Subsidiaries include:
Consolidated Statement of Operations and Retained Earnings for the
years ended December 31, 1995, 1994 and 1993
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended December
31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(b) Exhibits
1. Resolution of The Travelers Insurance Company Board of Directors
authorizing the establishment of the Registrant. (Incorporated
herein by reference to Exhibit 1 to the Registration Statement
on Form N-4, filed December 22, 1995.)
2. Exempt.
3(a). Distribution and Management Agreement among the Registrant, The
Travelers Insurance Company and Tower Square Securities, Inc.
(Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form N-4, filed December 22, 1995.)
3(b). Form of Selling Agreement. (Incorporated herein by reference to
Exhibit 3(b) to the Registration Statement on Form
N-4, filed December 22, 1995.)
4. Form of Variable Annuity Contract(s). (Incorporated herein by
reference to Exhibit 4 to the Registration Statement on Form
N-4, filed June 17, 1996.)
5. None.
6(a). Charter of The Travelers Insurance Company, as amended on
October 19, 1994. (Incorporated herein by reference to Exhibit
3(a)(i) to Registration Statement on Form S-2, File No.
33-58677, filed via Edgar on April 18, 1995.)
<PAGE> 78
6(b). 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 via Edgar on April 18, 1995.)
7. None.
8. None.
9. Opinion of Counsel as to the legality of securities being
registered. (Incorporated herein by reference to Exhibit 9 to
the Registration Statement on Form N-4, filed December 22,
1995.)
10(a). Consent of Coopers & Lybrand, L.L.P., Certified Public
Accountants.
10(b). Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
13. Schedule for computation of each performance quotation.
15. Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Robert I. Lipp, Michael A. Carpenter,
Charles O. Prince III, Marc P. Weill, Irwin R. Ettinger, Donald
T. DeCarlo and Christine B. Mead. (Incorporated herein by
reference to Exhibit 15 to the Registration Statement on Form
N-4, filed December 22, 1995.)
15(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Ian R. Stuart and
Katherine M. Sullivan. (Incorporated herein by reference to
Exhibit 15(b) to the Registration Statement on Form N-4, filed
June 17, 1996.)
15(c). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Jay S. Benet and George C. Kokulis.
<PAGE> 79
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Depositor
- ---------------- -------------------------
<S> <C>
Michael A. Carpenter* Chairman of the Board, President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President
George C. Kokulis* Director and Senior Vice President
Robert I. Lipp* Director
Katherine M. Sullivan* Director, Senior Vice President and General Counsel
Ian R. Stuart* Director, Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
Marc P. Weill** Director, Senior Vice President and Chief Investment Officer
Stuart L. Baritz** Senior Vice President
Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Warren H. May* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss** Senior Vice President
Kathleen A. D'Auria* Vice President
Elizabeth Charron* Vice President
Robert Hamilton* Vice President
Charles N. Vest* Vice President and Actuary
William H. White* Vice President and Treasurer
Ernest J. Wright* Vice President and Secretary
Charles O. Prince III** Assistant Counsel
Kathleen A. McGah* Assistant Secretary
William D. Wilcox* Assistant Secretary
</TABLE>
Principal Business Address:
* The Travelers Insurance Company **Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
<PAGE> 80
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
OWNERSHIP OF THE TRAVELERS INSURANCE COMPANY
<TABLE>
<CAPTION>
Company State of Organization Ownership Principal Business
- ------- ---------------------- --------- ------------------
<S> <C> <C> <C>
Travelers Group Inc. Delaware Publicly Held ----------------
Associated Madison Companies Inc. Delaware 100.00 ----------------
The Travelers Insurance Group, Inc. Connecticut 100.00 ----------------
The Travelers Insurance Company Connecticut 100.00 Insurance
</TABLE>
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
THE TRAVELERS INSURANCE COMPANY
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
AC Health Ventures, Inc. Delaware 100.00 Inactive
AMCO Biotech, Inc. Delaware 100.00 Inactive
Associated Madison Companies, Inc. Delaware 100.00 Holding company.
American National Life Insurance (T & C), Ltd. Turks and 100.00 Insurance
Caicos Islands
ERISA Corporation New York 100.00 Inactive
Mid-America Insurance Services, Inc. Georgia 100.00 Third party administrator
National Marketing Corporation Pennsylvania 100.00 Inactive
PFS Services, Inc. Georgia 100.00 General partner
The Travelers Insurance Group Inc. Connecticut 100.00 Holding company
Constitution Plaza, Inc. Connecticut 100.00 Real estate brokerage
KP Properties Corporation Massachusetts 100.00 Real estate
KPI 85, Inc. Massachusetts 100.00 Real estate
</TABLE>
<PAGE> 81
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
KRA Advisers Corporation Massachusetts 100.00 Real estate
KRP Corporation Massachusetts 100.00 Real estate
La Metropole S.A. Belgium 98.83 P-C insurance/reinsurance
Principal Financial Associates, Inc. Delaware 100.00 Inactive
Winthrop Financial Group, Inc. Delaware 100.00 Leasing company.
The Prospect Company Delaware 100.00 Investments
89th & York Avenue Corporation New York 100.00 Real estate
979 Third Avenue Corporation Delaware 100.00 Real estate
Meadow Lane, Inc. Georgia 100.00 Real estate development
Panther Valley, Inc. New Jersey 100.00 Real estate management
Prospect Management Services Company Delaware 100.00 Real estate management
The Travelers Asset Funding Corporation Connecticut 100.00 Investment adviser
Travelers Capital Funding Corporation Connecticut 100.00 Furniture/equipment
The Travelers Corporation of Bermuda Limited Bermuda 99.99 Pensions
The Travelers Insurance Company Connecticut 100.00 Insurance
The Plaza Corporation Connecticut 100.00 Holding company
Joseph A. Wynne Agency California 100.00 Inactive
The Copeland Companies New Jersey 100.00 Holding company
American Odyssey Funds Management, Inc. New Jersey 100.00 Investment advisor
American Odyssey Funds, Inc. Maryland 100.00 Investment management
Copeland Administrative Services, Inc. New Jersey 100.00 Administrative services
Copeland Associates, Inc. Delaware 100.00 Fixed/variable annuities
Copeland Associates Agency of Ohio, Inc. Ohio 99.00 Fixed/variable annuities
Copeland Associates of Alabama, Inc. Alabama 100.00 Fixed/variable annuities
Copeland Associates of Montana, Inc. Montana 100.00 Fixed/variable annuities
Copeland Benefits Management Company New Jersey 51.00 Investment marketing
Copeland Equities, Inc. New Jersey 100.00 Fixed/variable annuities
H.C. Copeland Associates, Inc. of Massachusetts Massachusetts 100.00 Fixed annuities
Copeland Financial Services, Inc. New Jersey 100.00 Investment advisory
services.
Copeland Healthcare Services, Inc. New Jersey 100.00 Life insurance marketing
</TABLE>
2
<PAGE> 82
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
H.C. Copeland and Associates, Inc. of Texas Texas 100.00 Fixed/variable annuities
Tower Square Securities, Inc. Connecticut 100.00 Broker dealer
Travelers/Net Plus Insurance Agency, Inc. Massachusetts 100.00
Travelers/Net Plus, Inc. Connecticut 100.00
The Travelers Life and Annuity Company Connecticut 100.00 Life insurance
Three Parkway Inc. - I Pennsylvania 100.00 Investment real estate
Three Parkway Inc. - II Pennsylvania 100.00 Investment real estate
Three Parkway Inc. - III Pennsylvania 100.00 Investment real estate
Travelers Insurance Holdings Inc. Georgia 100.00 Holding company
AC RE, Ltd. Bermuda 100.00 Reinsurance
American Financial Life Insurance Company Texas 100.00 Insurance
Primerica Life Insurance Company Massachusetts 100.00 Life insurance
National Benefit Life Insurance Company New York 100.00 Insurance
Primerica Financial Services (Canada) Ltd. Canada 100.00 Holding company
PFSL Investments Canada Ltd. Canada 100.00 Mutual fund dealer
Primerica Financial Services Ltd. Canada 82.82 General agent
Primerica Life Insurance Company of Canada Canada 100.00 Life insurance
The Travelers Insurance Corporation Proprietary Limited Australia 100.00 Inactive
Travelers Asset Management International Corporation New York 100.00 Investment adviser
Travelers Canada Corporation Canada 100.00 Inactive
Travelers Mortgage Securities Corporation Delaware 100.00 Collateralized obligations
Travelers of Ireland Limited Ireland 99.90 Data processing
Travelers/Aetna Property Casualty Corp. Delaware 100.00 Holding company
The Aetna Casualty and Surety Company Connecticut 100.00 Insurance company
AE Development Group, Inc. Connecticut 100.00
Aetna Casualty & Surety Company of Canada Canada 100.00
Aetna Casualty and Surety Company of America Connecticut 100.00 Insurance company
Aetna Casualty and Surety Company of Illinois Illinois 100.00 Insurance company
Aetna Commercial Insurance Company Connecticut 100.00 Insurance company
Aetna Financial Futures, Inc. Connecticut 100.00
</TABLE>
3
<PAGE> 83
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Aetna Lloyds of Texas Insurance Company Texas 100.00 Insurance company
Aetna National Accounts U.K. Limited United Kingdom 100.00 Insurance company
Aetna Opportunity Corporation Connecticut 100.00
Aetna Property Services, Inc. Delaware 100.00
Axia Services, Inc. New York 100.00
Farmington Casualty Company Connecticut 100.00 Insurance company
Farmington Management, Inc. Connecticut 100.00
Urban Diversified Properties, Inc. Connecticut 100.00
The Standard Fire Insurance Company Connecticut 100.00
AE Properties, Inc. California 100.00
Aetna Insurance Company Connecticut 100.00 Insurance company
Aetna Insurance Company of Illinois Illinois 100.00 Insurance company
Aetna Personal Security Insurance Company Connecticut 100.00 Insurance company
Community Rehabilitation Investment Corporation Connecticut 100.00
The Automobile Insurance Company of Hartford, Connecticut Connecticut 100.00 Insurance company
The Travelers Indemnity Company Connecticut 100.00 P-C insurance
Commercial Insurance Resources, Inc. Delaware 100.00 Holding company
Gulf Insurance Company Missouri 100.00 P-C insurance
Atlantic Insurance Company Texas 100.00 P-C insurance
Gulf Risk Services, Inc. Delaware 100.00 Claims/risk management
Gulf Underwriters Insurance Company North Carolina 100.00 P-C ins/surplus lines
Select Insurance Company Texas 100.00 P-C insurance
Countersignature Agency, Inc. Florida 100.00 Countersign ins policies
First Floridian Auto and Home Insurance Company Florida 100.00 Insurance company
First Trenton Indemnity Company New Jersey 100.00 P-C insurance
Laramia Insurance Agency, Inc. North Carolina 100.00 Flood insurance
Lynch, Ryan & Associates, Inc. Massachusetts 100.00 Cost containment
The Charter Oak Fire Insurance Company Connecticut 100.00 P-C insurance
The Parker Realty and Insurance Agency, Inc. Vermont 58.00 Real estate
The Phoenix Insurance Company Connecticut 100.00 P-C insurance
</TABLE>
4
<PAGE> 84
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Constitution State Service Company Montana 100.00 Service company
The Travelers Indemnity Company of America Georgia 100.00 P-C insurance
The Travelers Indemnity Company of Connecticut Connecticut 100.00 Insurance
The Travelers Indemnity Company of Illinois Illinois 100.00 P-C insurance
The Premier Insurance Company of Massachusetts Massachusetts 100.00 Insurance
The Travelers Home and Marine Insurance Company Indiana 100.00 P-C insurance
The Travelers Indemnity Company of Missouri Missouri 100.00 P-C insurance
The Travelers Lloyds Insurance Company Texas 100.00 Non-life insurance
The Travelers Marine Corporation California 100.00 General insurance
brokerage
TI Home Mortgage Brokerage, Inc. Delaware 100.00 Mortgage brokerage
services
TravCo Insurance Company Indiana 100.00 P-C insurance
Travelers Bond Investments, Inc. Connecticut 100.00 Bond investments
Travelers General Agency of Hawaii, Inc. Hawaii 100.00 Insurance agency
Travelers Medical Management Services Inc. Delaware 100.00 Managed care
Travelers Specialty Property Casualty Connecticut 100.00 Insurance management
Company, Inc.
VIPortfolio Agency, Inc. Delaware 100.00 Insurance agency
Primerica Finance Corporation Delaware 100.00 Holding company
PFS Distributors, Inc. Georgia 100.00 General partner
PFS Investments Inc. Georgia 100.00 Broker dealer
PFS T.A., Inc. Delaware 100.00 Joint venture partner
Primerica Financial Services Home Mortgages, Inc. Georgia 100.00 Mortgage loan broker
Primerica Financial Services, Inc. Nevada 100.00 General agency
Primerica Financial Services Agency of New York, Inc. New York 100.00 General agency
licensing
Primerica Financial Services Insurance Marketing of Connecticut 100.00 General agency
Connecticut, Inc. licensing
Primerica Financial Services Insurance Marketing of Idaho 100.00 General agency
Idaho, Inc. licensing
Primerica Financial Services Insurance Marketing of Nevada 100.00 General agency
Nevada, Inc. licensing
Primerica Financial Services Insurance Marketing of Pennsylvania 100.00 General agency
Pennsylvania, Inc. licensing
Primerica Financial Services Insurance Marketing of the United States 100.00 General agency
Virgin Islands, Inc. Virgin Islands licensing
Primerica Financial Services Insurance Marketing of Wyoming 100.00 General agency
Wyoming, Inc. licensing
Primerica Financial Services Insurance Marketing, Inc. Delaware 100.00 General agency
licensing
</TABLE>
5
<PAGE> 85
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Primerica Financial Services of Alabama, Inc. Alabama 100.00 General agency
licensing
Primerica Financial Services of New Mexico, Inc. New Mexico 100.00 General agency
licensing
Primerica Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 General agency
licensing
Primerica Insurance Marketing Services of Puerto Rico, Inc. Puerto Rico 100.00 Insurance agency
Primerica Insurance Services of Louisiana, Inc. Louisiana 100.00 General agency
licensing
Primerica Insurance Services of Maryland, Inc. Maryland 100.00 General agency
licensing
Primerica Services, Inc. Georgia 100.00 Print operations
RCM Acquisition Inc. Delaware 100.00 Investments
SCN Acquisitions Company Delaware 100.00 Investments
SL&H Reinsurance, Ltd. Nevis 100.00 Reinsurance
Southwest Service Agreements, Inc. North Carolina 100.00 Warranty/service
agreements
Southwest Warranty Corporation Florida 100.00 Extended automobile
warranty
CCC Holdings, Inc. Delaware 100.00 Holding company
Commercial Credit Company Delaware 100.00 Holding company.
American Health and Life Insurance Company Maryland 100.00 LH&A Insurance
Brookstone Insurance Company Vermont 100.00 Insurance managers
CC Finance Company, Inc. New York 100.00 Consumer lending
CC Financial Services, Inc. Hawaii 100.00 Financial services
CCC Fairways, Inc. Delaware 100.00 Investment company
Chesapeake Appraisal and Settlement Services Inc. Maryland 100.00
City Loan Financial Services, Inc. Ohio 100.00 Consumer finance
Commercial Credit Banking Corporation Oregon 100.00 Consumer finance
Commercial Credit Consumer Services, Inc. Minnesota 100.00 Consumer finance
Commercial Credit Corporation (AL) Alabama 100.00 Consumer finance
Commercial Credit Corporation (CA) California 100.00 Consumer finance
Commercial Credit Corporation (HI) Hawaii 100.00
Commercial Credit Corporation (IA) Iowa 100.00 Consumer finance
Commercial Credit of Alabama, Inc. Delaware 100.00 Consumer lending
Commercial Credit of Mississippi, Inc. Delaware 100.00
Commercial Credit Corporation (KY) Kentucky 100.00 Consumer finance
</TABLE>
6
<PAGE> 86
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Certified Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Investment, Inc. Kentucky 100.00 Investment company
National Life Insurance Agency of Kentucky, Inc. Kentucky 100.00 Insurance agency
Union Casualty Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Corporation (MD) Maryland 100.00 Consumer finance
Action Data Services, Inc. Missouri 100.00 Data processing
Commercial Credit Plan, Incorporated (OK) Oklahoma 100.00 Consumer finance
Commercial Credit Corporation (NY) New York 100.00 Consumer finance
Commercial Credit Corporation (SC) South Carolina 100.00 Consumer finance
Commercial Credit Corporation (WV) West Virginia 100.00 Consumer finance
Commercial Credit Corporation NC North Carolina 100.00 Consumer finance
Commercial Credit Europe, Inc. Delaware 100.00 Inactive
Commercial Credit Far East Inc. Delaware 100.00 Inactive
Commercial Credit Insurance Services, Inc. Maryland 100.00 Insurance broker
Commercial Credit Insurance Agency (P&C) of Mississippi, Inc. Mississippi 100.00 Insurance agency
Commercial Credit Insurance Agency of Alabama, Inc. Alabama 100.00 Insurance agency
Commercial Credit Insurance Agency of Kentucky, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 Insurance agency
Commercial Credit Insurance Agency of Nevada, Inc. Nevada 100.00 Credit LH&A, P-C insurance
Commercial Credit Insurance Agency of New Mexico, Inc. New Mexico 100.00 Insurance agency/Broker
Commercial Credit Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance agency/broker
Commercial Credit International, Inc. Delaware 100.00 Holding company
Commercial Credit International Banking Corporation Oregon 100.00 International lending
Commercial Credit Corporation CCC Limited Canada 100.00 Second mortgage loans
Commercial Credit Services do Brazil Ltda. Brazil 99.00 Inactive
Commercial Credit Services Belgium S.A. Belgium 100.00 Inactive
Commercial Credit Limited Delaware 100.00 Inactive
Commercial Credit Loan, Inc. (NY) New York 100.00 Consumer finance
Commercial Credit Loans, Inc. (DE) Delaware 100.00 Consumer finance
Commercial Credit Loans, Inc. (OH) Ohio 100.00 Consumer finance
</TABLE>
7
<PAGE> 87
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Commercial Credit Loans, Inc. (VA) Virginia 100.00 Consumer finance
Commercial Credit Management Corporation Maryland 100.00 Intercompany services
Commercial Credit Plan Incorporated (TN) Tennessee 100.00 Consumer finance
Commercial Credit Plan Incorporated (UT) Utah 100.00 Consumer finance
Commercial Credit Plan Incorporated of Georgetown Delaware 100.00 Consumer finance
Commercial Credit Plan Industrial Loan Company Virginia 100.00 Consumer finance
Commercial Credit Plan, Incorporated (CO) Colorado 100.00 Consumer finance
Commercial Credit Plan, Incorporated (DE) Delaware 100.00 Consumer finance
Commercial Credit Plan, Incorporated (GA) Georgia 100.00 Consumer finance
Commercial Credit Plan, Incorporated (MO) Missouri 100.00 Consumer finance
Commercial Credit Securities, Inc. Delaware 100.00 Broker dealer
DeAlessandro & Associates, Inc. Delaware 100.00 Insurance consulting
Park Tower Holdings, Inc. Delaware 100.00 Holding company
CC Retail Services, Inc. Delaware 100.00 Leasing, financing
Troy Textiles, Inc. Delaware 100.00 Factoring. Company is inactive.
COMCRES, Inc. Delaware 100.00 Inactive
Commercial Credit Development Corporation Delaware 100.00 Direct loan
Myers Park Properties, Inc. Delaware 100.00 Inactive
Penn Re, Inc. North Carolina 100.00 Management company
Plympton Concrete Products, Inc. Delaware 100.00 Inactive
Resource Deployment, Inc. Texas 100.00 Management company
The Travelers Bank Delaware 100.00 Banking services
The Travelers Bank USA Delaware 100.00 Credit card bank
Travelers Home Equity, Inc. North Carolina 100.00 Financial services
CC Consumer Services of Alabama, Inc. Alabama 100.00 Financial services
CC Home Lenders Financial, Inc. Georgia 100.00 Financial services
CC Home Lenders, Inc. Ohio 100.00 Financial services
Commercial Credit Corporation (TX) Texas 100.00 Consumer finance
Commercial Credit Financial of Kentucky, Inc. Kentucky 100.00 Consumer finance
Commercial Credit Financial of West Virginia, Inc. West Virginia 100.00 Consumer finance
</TABLE>
8
<PAGE> 88
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Commercial Credit Plan Consumer Discount Company Pennsylvania 100.00 Financial services
Commercial Credit Services of Kentucky, Inc. Kentucky 100.00 Financial services.
Travelers Home Equity Services, Inc. North Carolina 100.00 Financial services
Triton Insurance Company Missouri 100.00 P-C insurance
Verochris Corporation Delaware 100.00 Joint venture company
AMC Aircraft Corp. Delaware 100.00 Aviation
World Service Life Insurance Company Colorado 100.00 Life insurance
Diversified Distributors Services, Inc. Delaware 100.00 Alternative marketing
Greenwich Street Capital Partners, Inc. Delaware 100.00 Investments
Greenwich Street Investments, Inc. Delaware 100.00 Investments
Greenwich Street Capital Partners Offshore Holdings, Inc. Delaware 100.00 Investments
Margco Holdings, Inc. Delaware 100.00 Holding company
Berg Associates New Jersey 100.00 Inactive
Berg Enterprises Realty, Inc. (NY) New York 100.00 Inactive
Dublin Escrow, Inc. California 100.00 Inactive
M.K.L. Realty Corporation New Jersey 66.67 Holding company
MRC Holdings, Inc. Delaware 100.00 Real estate
The Berg Agency, Inc. (NJ) New Jersey 100.00 Inactive
Mirasure Insurance Company, Ltd. Bermuda 100.00 Inactive
Pacific Basin Investments Ltd. Delaware 100.00 Inactive
Primerica Corporation (WY) Wyoming 100.00 Inactive
Primerica, Inc. Delaware 100.00 Name saver
Smith Barney Corporate Trust Company Delaware 100.00 Trust company
Smith Barney Holdings Inc. Delaware 100.00 Holding company
Mutual Management Corp. New York 100.00 Inactive
R-H Capital, Inc. Delaware 100.00 Investments
R-H Sports Enterprises Inc Georgia 100.00 Sports representation
SB Cayman Holdings I Inc. Delaware 100.00 Holding company
Greenwich (Cayman) I Limited Cayman Islands 100.00 Corporate services
Greenwich (Cayman) II Limited Cayman Islands 100.00 Corporate services
</TABLE>
9
<PAGE> 89
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Greenwich (Cayman) III Limited Cayman Islands 100.00 Corporate services
SB Cayman Holdings II Inc. Delaware 100.00 Holding company
SB Cayman Holdings III Inc. Delaware 100.00 Holding company
SB Cayman Holdings IV Inc. Delaware 100.00 Holding company
Smith Barney (Delaware) Inc. Delaware 100.00 Holding company
1345 Media Corp. Delaware 100.00 Holding company
Americas Avenue Corporation Delaware 100.00 Inactive
Corporate Realty Advisors, Inc. Delaware 100.00 Realty trust adviser
IPO Holdings Inc. Delaware 100.00 Holding company
Institutional Property Owners, Inc. V Delaware 100.00 Investments
Institutional Property Owners, Inc. VI Delaware 100.00 General partner
MLA 50 Corporation Delaware 100.00 Limited partner
MLA GP Corporation Delaware 100.00 General partner
Smith Barney Acquisition Corporation Delaware 100.00 Offshore fund adviser
Smith Barney Global Capital Management, Inc. Delaware 100.00 Investment management
Smith Barney Investment, Inc. Delaware 100.00 Inactive
Smith Barney Realty, Inc. Delaware 100.00 Investments
Smith Barney Risk Investors, Inc. Delaware 100.00 Investments
Smith Barney Venture Corp. Delaware 100.00 Investments
Smith Barney (Ireland) Limited Ireland 100.00 Fund management
Smith Barney Asia Inc. Delaware 100.00 Investment banking
Smith Barney Asset Management Group (Asia) Pte. Ltd. Singapore 100.00 Asset management
Smith Barney Canada Inc. Canada 100.00 Investment dealer
Smith Barney Capital Services Inc. Delaware 100.00 Derivative product
transactions
Smith Barney Cayman Islands, Ltd. Cayman Islands 100.00 Securities trading
Smith Barney Commercial Corp. Delaware 100.00 Commercial credit
Smith Barney Commercial Corporation Asia Limited Hong Kong 99.00 Commodities trading
Smith Barney Europe Holdings, Ltd. United Kingdom 100.00 Holding corp.
Smith Barney Europe, Ltd. United Kingdom 100.00 Securities brokerage
Smith Barney Shearson Futures, Ltd. United Kingdom 100.00 Inactive
</TABLE>
10
<PAGE> 90
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Smith Barney Futures Management Inc. Delaware 100.00 Commodities pool
operator
Smith Barney Offshore Fund Ltd. Delaware 100.00 Commodity pool
Smith Barney Overview Fund PLC Dublin 100.00 Commodity fund
Smith Barney Inc. Delaware 100.00 Broker dealer
Institutional Property Owners, Inc. VII Delaware 100.00 Never activated
SBHU Life Agency, Inc. Delaware 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services Inc. Georgia 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services of Alabama, Inc. Alabama 100.00 Insurance brokerage
SBHU Life & Health Agency, Inc. Delaware 100.00 Insurance brokerage
SBHU Life Agency of Arizona, Inc. Arizona 100.00 Insurance brokerage
SBHU Life Agency of Indiana, Inc. Indiana 100.00 Insurance brokerage
SBHU Life Agency of Utah, Inc. Utah 100.00 Insurance brokerage
SBHU Life Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 Insurance brokerage
SBS Insurance Agency of Hawaii, Inc. Hawaii 100.00 Insurance brokerage
SBS Insurance Agency of Idaho, Inc. Idaho 100.00 Insurance brokerage
SBS Insurance Agency of Maine, Inc. Maine 100.00 Insurance brokerage
SBS Insurance Agency of Montana, Inc. Montana 100.00 Insurance brokerage
SBS Insurance Agency of Nevada, Inc. Nevada 100.00 Insurance brokerage
SBS Insurance Agency of North Carolina, Inc. North Carolina 100.00 Insurance brokerage
SBS Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance brokerage
SBS Insurance Agency of South Dakota, Inc. South Dakota 100.00 Insurance brokerage
SBS Insurance Agency of Wyoming, Inc. Wyoming 100.00 Insurance brokerage
SBS Insurance Brokerage Agency of Arkansas, Inc. Arkansas 100.00 Insurance brokerage
SBS Insurance Brokers of Kentucky, Inc. Kentucky 100.00 Insurance brokerage
SBS Insurance Brokers of Louisiana, Inc. Louisiana 100.00 Insurance brokerage
SBS Insurance Brokers of New Hampshire, Inc. New Hampshire 100.00 Insurance brokerage
SBS Insurance Brokers of North Dakota, Inc. North Dakota 100.00 Insurance brokerage
SBS Life Insurance Agency of Puerto Rico, Inc. Puerto Rico 100.00 Insurance brokerage
SLB Insurance Agency of Maryland, Inc. Maryland 100.00 Insurance brokerage
Smith Barney Life Agency Inc. Louisiana 100.00 Insurance brokerage
</TABLE>
11
<PAGE> 91
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
Smith Barney (France) S.A. France 100.00 Commodities trading
Smith Barney (Hong Kong) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Netherlands) Inc. Delaware 100.00 Broker dealer
Smith Barney International Incorporated Oregon 100.00 Broker dealer
Smith Barney (Singapore) Pte Ltd Singapore 100.00 Commodities
Smith Barney Pacific Holdings, Inc. British 100.00 Holding company
Virgin Islands
Smith Barney (Asia) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Pacific) Limited Hong Kong 100.00 Commodities dealer
Smith Barney Securities Pte Ltd Singapore 100.00 Securities brokerage
Smith Barney Research Pte. Ltd. Singapore 100.00 Inactive
The Robinson-Humphrey Company, Inc. Delaware 100.00 Broker dealer
Smith Barney Mortgage Brokers Inc. Delaware 100.00 Mortgage brokerage
Smith Barney Mortgage Capital Corp. Delaware 100.00 Mortgage-backed securities
Smith Barney Mortgage Capital Group, Inc. Delaware 100.00 Mortgage trading
Smith Barney Mutual Funds Management Inc. Delaware 100.00 Investment management
Smith Barney Strategy Advisers Inc. Delaware 100.00 Investment management
E.C. Tactical Management S.A. Luxembourg 100.00 Investment management
Smith Barney Offshore, Inc. Delaware 100.00 Decathlon Fund advisor
Decathlon Offshore Limited Cayman Islands 100.00 Commodity fund
Smith Barney S.A. France 100.00 Commodities trading
Smith Barney Asset Management France S.A. France 100.00 Com. based asset management
Smith Barney Securities Investment Consulting Co. Ltd. Taiwan 99.00 Investrment analysis
Smith Barney Shearson (Chile) Corredora de Seguro Limitada Chile 100.00 Insurance brokerage
Structured Mortgage Securities Corporation Delaware 100.00 Mortgage-backed securities
The Travelers Investment Management Company Connecticut 100.00 Investment advisor
Smith Barney Private Trust Company New York 100.00 Trust company.
Smith Barney Private Trust Company of Florida Florida 100.00 Trust company
Tinmet Corporation Delaware 100.00 Inactive
Travelers Services Inc. Delaware 100.00 Holding company
Tribeca Management Inc. Delaware 100.00
</TABLE>
12
<PAGE> 92
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
<S> <C> <C> <C>
TRV Employees Investments, Inc. Delaware 100.00 Investments
TRV/RCM Corp. Delaware 100.00 Inactive
TRV/RCM LP Corp. Delaware 100.00 Inactive
</TABLE>
13
<PAGE> 93
Item 27. Number of Contract Owners
Not Applicable.
Item 28. Indemnification
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. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Depositor. 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.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has 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 liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 94
Item 29. Principal Underwriter
(a) In addition to The Travelers Fund ABD for Variable Annuities, Tower
Square Securities, Inc. also serves as the principal underwriter for:
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
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund ABD II for Variable Annuities
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account QP II for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ ---------------- -----------------
<S> <C> <C>
Russell H. Johnson Chairman and Chief Executive -----
Officer
Donald R. Munson, Jr. Director, President and Chief -----
Operating Officer
William F. Scully, III Member, Board of Directors, -----
Senior Vice President, Treasurer
and Chief Financial Officer
Cynthia P. Macdonald Vice President, Chief Compliance -----
Officer, Assistant Secretary
Jay S. Benet Member, Board of Directors -----
George C. Kokulis Member, Board of Directors -----
Warren H. May Member, Board of Directors -----
Kathleen A. McGah General Counsel and Secretary Assistant Secretary
Robert C. Hamilton Vice President -----
Tracey Kiff-Judson Second Vice President -----
Robin A. Jones Second Vice President -----
Whitney F. Burr Second Vice President -----
Marlene M. Ibsen Second Vice President -----
John J. Williams, Jr. Director and Assistant Compliance -----
Officer
</TABLE>
<PAGE> 95
(cont'd)
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ -----------------------------------------------------------
<S> <C> <C>
Susan M. Curcio Director and Operations Manager -----
Thomas P. Tooley Director -----
Dennis D. D'Angelo Director -----
Nancy S. Waldrop Assistant Treasurer -----
</TABLE>
* Principal business address: One Tower Square, Hartford,
Connecticut 06183
(c) Not Applicable.
Item 30. Location of Accounts and Records
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The undersigned Registrant hereby undertakes:
(a) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen
months old for so long as payments under the variable annuity
contracts may be accepted;
(b) To include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a post
card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of
Additional Information; and
(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
<PAGE> 96
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this amendment to this Registration Statement
and has caused this amendment to this Registration Statement to be signed on
its behalf, in the City of Hartford, and State of Connecticut, on this 15th day
of August, 1996.
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
(Registrant)
THE TRAVELERS INSURANCE COMPANY
(Depositor)
By:* IAN R. STUART
---------------------------------------------------
Ian R. Stuart
Director, Vice President, Chief Financial Officer
Chief Accounting Officer and Controller
As required by the Securities Act of 1933, this amendment to this Registration
Statement has been signed below by the following persons in the capacities on
this 15th day of August, 1996.
<TABLE>
<S> <C>
*MICHAEL A. CARPENTER Chairman of the Board, President and Chief
- -------------------------------------- Executive Officer
(Michael A. Carpenter)
*JAY S. BENET Director
- --------------------------------------
(Jay S. Benet)
*GEORGE C. KOKULIS Director
- --------------------------------------
(George C. Kokulis)
*ROBERT I. LIPP Director
- --------------------------------------
(Robert I. Lipp)
*KATHERINE M. SULLIVAN Director, Senior Vice President and General
- -------------------------------------- Counsel
(Katherine M. Sullivan)
*IAN R. STUART Director, Vice President, Chief Financial Officer
- -------------------------------------- Chief Accounting Officer and Controller
(Ian R. Stuart)
*MARC P. WEILL Director
- --------------------------------------
(Marc P. Weill)
*By: /s/ ERNEST J. WRIGHT
------------------------------------------------
Ernest J. Wright, Attorney-in-Fact
</TABLE>
<PAGE> 97
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --------- ----------- ----------------
<S> <C> <C>
1. Resolution of The Travelers Insurance Company
Board of Directors authorizing the establishment
of the Registrant. (Incorporated herein by reference
to Exhibit 1 to the Registration Statement on Form N-4,
filed December 22, 1995.)
3(a). Form of Distribution and Management Agreement
among the Registrant, The Travelers Insurance
Company and Tower Square Securities, Inc.
(Incorporated herein by reference to Exhibit 3(a) to
the Registration Statement on Form N-4, filed
December 22, 1995.)
3(b). Form of Selling Agreement. (Incorporated herein by
reference to Exhibit 3(b) to the Registration Statement
on Form N-4, filed December 22, 1995.)
4. Form of Variable Annuity Contract(s). (Incorporated herein
by reference to Exhibit 4 to the Registration Statement on
Form N-4, filed June 17, 1996.)
6(a). 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 via
Edgar on April 18, 1995.)
6(b). 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 via
Edgar on April 18, 1995.)
9. Opinion of Counsel as to the legality of securities being
registered by Registrant. (Incorporated herein by reference
to Exhibit 9 to the Registration Statement on Form N-4,
filed December 22, 1995.)
10(a). Consent of Coopers & Lybrand, L.L.P., Certified Public Electronically
Accountants.
10(b). Consent of KPMG Peat Marwick LLP, Independent Electronically
Certified Public Accountants.
</TABLE>
<PAGE> 98
<TABLE>
<S> <C> <C>
13. Schedule of Computation of Total Return Calculations.
(Incorporated herein by reference to Exhibit 13 to the
Registration Statement on Form N-4 filed June 17, 1996.)
15. Powers of Attorney authorizing Jay S. Fishman or
Ernest J. Wright as signatory for Robert I. Lipp,
Michael A Carpenter, Charles O. Prince III,
Marc P. Weill, Irwin R. Ettinger, Donald T. DeCarlo
and Christine B. Mead. (Incorporated herein by
reference to Exhibit 15 to the Registration Statement
on Form N-4, filed December 22, 1995.)
15(b). Powers of Attorney authorizing Ernest J. Wright and
and Kathleen A. McGah as signatory for Michael A.
Carpenter, Ian R. Stuart and Katherine M. Sullivan.
(Incorporated herein by reference to Exhibit 15(b) to
the Registration Statement on Form N-4 filed
June 17, 1996.)
15(c). Powers of Attorney authorizing Ernest J. Wright and Electronically
and Kathleen A. McGah as signatory for Jay S. Benet
and George C. Kokulis.
</TABLE>
<PAGE> 1
EXHIBIT 10(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Post-Effective Amendment No. 1 of the
Registration Statement No. 33-65343 on Form N-4 of The Travelers Fund ABD for
Variable Annuities of our report dated January 24, 1994, on our audit of the
consolidated statements of operations and retained earnings and cash flows of
The Travelers Insurance Company and Subsidiaries for the year ended December
31, 1993. We also consent to the reference to our Firm as experts in
accounting and auditing under the caption "Independent Accountants" in the
Statement of Additional Information.
/S/ COOPERS & LYBRAND L.L.P
Hartford, Connecticut
August 12, 1996
<PAGE> 1
EXHIBIT 10(B)
Consent of Independent Certified Public Accountants
The Board of Directors
The Travelers Insurance Company:
We consent to the use of our report included herein and to the reference to our
firm as experts under the heading "Independent Accountants" in the Prospectus.
Our report refers to a change in accounting for investments in accordance with
the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.
/S/ KPMG Peat Marwick LLP
Hartford, Connecticut
August 13, 1996
<PAGE> 1
EXHIBIT 15(c)
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, JAY S. BENET of West Hartford, Connecticut, a director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and
KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of them
acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form N-4 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund ABD for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by the Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of July,
1996.
/s/Jay S. Benet
Director
The Travelers Insurance Company
<PAGE> 2
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, GEORGE C. KOKULIS of Simsbury, Connecticut, a director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and
KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of them
acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form N-4 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund ABD for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by the Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of July,
1996.
/s/George C. Kokulis
Director
The Travelers Insurance Company
