UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TRAVELERS PROPERTY CASUALTY CORP.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
89417510
(CUSIP Number)
Andrew Carr
President
Trident Corp., general partner of
The Trident Partnership, L.P.
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
(441) 292-8370
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Page 1 of 7 Pages
<PAGE>
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 89417510
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE TRIDENT PARTNERSHIP, L.P.
I.R.S. Employer Identification No.: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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- --------------------------------------- ------- -------------------------------
7 SOLE VOTING POWER
0
------- -------------------------------
------- -------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
------- -------------------------------
------- -------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 0
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------- -------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 3 of 7 Pages
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the Class A Common Stock
(the "Shares") of Travelers Property Casualty Corp., a Delaware corporation (the
"Company"), whose principal executive offices are located at One Tower Square,
Hartford, Connecticut 06183.
Item 2. Identity and Background.
This statement is filed by The Trident Partnership, L.P. ("Reporting
Person"). The Reporting Person is a Cayman Islands exempted limited partnership,
whose principal office and business address is Victoria Hall, 11 Victoria
Street, Hamilton HM 11, Bermuda. The Reporting Person is an investment
partnership formed by its general partner, Trident Corp., a Cayman Islands
company. The directors of Trident Corp. are John J. Byrne, Robert J. Newhouse,
Jr., David A. Olsen, Donaldson C. Pillsbury, John R. Ruffle, and A.J.C. Smith.
Each of the directors is a United Stated Citizen. The executive officers of
Trident Corp. are Andrew Carr, President; Rory Gorman, Chief Financial Officer;
Seamus Tivnan, Secretary; and Martine Purssell, Assistant Secretary. Mr. Carr is
a Bermuda citizen, Mr. Gorman is an Irish citizen, Mr. Tivnan is an Irish
citizen, and Ms. Purssell is a British citizen. The business address for Trident
Corp. and each individual named above is Victoria Hall, 11 Victoria Street,
Hamilton HM 11, Bermuda.
Neither the Reporting Person nor, to the best knowledge of the Reporting
Person, any other person identified pursuant to this Item 2, within the last
five years was (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to federal or state
securities laws or a finding of any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In November, 1997 the Reporting Person sold 2,028,601 Shares of the Company
pursuant to a secondary offering. On March 27, 1998 the Reporting Person sold
1,400,000 Shares pursuant to Rule 144 of the Securities Act of 1933 (the "Act").
Thereafter between April 6 and 13, 1998 the Reporting Person
Page 4 of 7 Pages
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sold the remainder of its Shares as set forth on Item 5(c), pursuant to Rule
144(k) under the Act.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares for investment purposes. Except as
described in this Statement, as of the date hereof, the Reporting Person has not
formulated any specific plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company or the
disposition of securities by the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company; (c) a sale or transfer of a material amount of assets of the Company;
(d) any change in the present board of directors or management of the Company
(e) any material change in the present capitalization or dividend policy of the
issuer; (f) any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940; (g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; (h) causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated above.
Item 5. Interests in Securities of the Issuer.
(a) The Reporting Persons no longer beneficially own any Shares.
No other persons identified in this filing currently owns, or has any right
to acquire, any Shares.
(b) Except as set forth below, the Reporting Person has not effected
transactions in the Shares within the preceding sixty days:
(1) March 27, 1998 sale of 1,400,000 Shares at a price of $43.50 per
Share.
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(2) April 6, 1998 sale of 2,000 Shares at a price of $44.50 per
Share.
(3) April 7, 1998 sale of 169,444 Shares at a price of $45.1563 per
Share.
(4) April 8, 1998 sale of 50,000 Shares at a price of $43.7188 per
Share.
(5) April 9, 1998 sale of 52,043 Shares at a price of $43.9028 per
Share.
(6) April 13, 1998 sale of 69,400 Shares at a price of $43.8137 per
Share.
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 14, 1998
By: THE TRIDENT PARTNERSHIP,
L.P.
By: Trident Corp., as sole
general partner
By: /s/ Martine Purssell
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Martine Purssell
Assistant Secretary
Page 7 of 7 Pages
