SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 1996
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Travelers/Aetna Property Casualty Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-14328 06-1445591
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Tower Square, Hartford, CT 06183
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(Address of principal executive offices) (Zip Code)
(860) 277-0111
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(Registrant's telephone number, including area code)
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TRAVELERS/AETNA PROPERTY CASUALTY CORP.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated November 12, 1996, among
the Company and Smith Barney Inc. and UBS
Securities LLC, as Underwriters, relating to the
offer and sale of the Company's 6 3/4% Notes due
November 15, 2006.
4.01 Form of Note for the Company's 6 3/4% Notes due
November 15, 2006.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 13, 1996 TRAVELERS/AETNA PROPERTY
CASUALTY CORP.
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Assistant Treasurer
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EXHIBIT 1.01
TERMS AGREEMENT
November 12, 1996
Travelers/Aetna Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Travelers/Aetna Property Casualty Corp., a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate
principal amount of its debt securities (the "Securities"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not jointly,
the principal amount of Securities set forth opposite our respective names on
the list attached hereto at 99.513% of the principal amount thereof, plus
accrued interest, if any, from November 15, 1996 to the date of payment and
delivery. The Closing Date shall be November 15, 1996 at 8:30 A.M. at the
offices of the Company, 388 Greenwich Street, New York, New York 10013.
The Securities shall have the following terms:
Title: 6-3/4% Notes due November 15, 2006
Maturity: November 15, 2006
Interest Rate: 6-3/4% per annum
Interest Payment
Dates: May 15 and November 15
commencing May 15, 1997
Initial Price to
Public: 99.827% of the principal amount
thereof, plus accrued interest, if
any, from November 15, 1996 to the
date of payment and delivery
Redemption
Provisions: The Notes will not be subject to
redemption prior to maturity and
will not be subject to any sinking
fund
5
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Additional terms: The Regular Record Dates are April 30 and
October 31. The Securities shall be issuable
as Registered Securities only. The Securities
will be initially represented by one or more
global Securities registered in the name of
The Depository Trust Company ("DTC") or its
nominee. Beneficial interests in the
Securities will be shown on, and transfers
thereof will be effected only through,
records maintained by DTC and its
participants. Owners of beneficial interests
in Securities will be entitled to physical
delivery of Securities in certificated form
only under the limited circumstances
described in the Company's Prospectus
Supplement dated November 12, 1996. Principal
and interest on the Securities shall be
payable in United States dollars.
All the provisions contained in the document entitled "Travelers/Aetna
Property Casualty Corp.-Debt Securities-Underwriting Agreement Basic Provisions"
and dated April 23, 1996 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
The Underwriters hereby agree in connection with the underwriting of the
Securities to comply with the requirements set forth in Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
James M. Michener, Esq. is counsel to the Company. Dewey Ballantine is
counsel to the Underwriters.
The Securities will be made available for checking and packaging at the
designated office of Citibank, N.A. at least 24 hours prior to the Closing Date.
Please accept this offer no later than 9:00 o'clock P.M. on November 12,
1996, by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
November 12, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
UBS SECURITIES LLC
By: SMITH BARNEY INC.
By: /s/ Michael K. Neborak
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Name: Michael K. Neborak
Title: Director
ACCEPTED:
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
By: /s/ Firoz Tarapore
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Name: Firoz Tarapore
Title: Assistant Treasurer
3
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Principal
Underwriter Amount
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Smith Barney Inc. ...................................... $ 75,000,000
UBS Securities LLC ..................................... 75,000,000
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Total ......................................... $150,000,000
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EXHIBIT 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY SUCH PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894175 AF 5
NO. R-___ U.S. $________________
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
6 3/4% Note due November 15, 2006
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Specimen, or registered assigns, the
principal sum of _____ Dollars ($_____) on November 15, 2006 and to pay interest
thereon from November 15, 1996, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on May 15 and
November 15 in each year, commencing May 15, 1997, at the rate of 6 3/4% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the April 30 or October 31 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
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of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: November 15, 1996
TRAVELERS/AETNA PROPERTY
CASUALTY CORP.
By: Specimen
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Jay S. Fishman
Vice Chairman and
Chief Administrative Officer
By: Specimen
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Firoz B. Tarapore
Assistant Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. CITIBANK, N.A., as Trustee
By: ___________________________
Authorized Signatory
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TRAVELERS/AETNA PROPERTY CASUALTY CORP.
6 3/4% Note due November 15, 2006
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of April 19, 1996 (the "Indenture"), between the Company and
Citibank, N.A. (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated as set forth above, limited in aggregate principal
amount to $150,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge and
defeasance as provided in Article 4 of the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
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The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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The following abbreviations, when used in the inscription on the first page
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
as Custodian for ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee:]
________________________________________________________________________________
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Travelers/Aetna Property Casualty Corp. and does hereby
irrevocably constitute and appoint
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Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ _____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the first page of the within
Security in every particular, without
alteration or enlargement or any change
whatever, and be guaranteed by the
endorser's bank or broker.
