UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRAVELERS P&C CAPITAL II
(Exact name of registrant as specified in its Charter)
Delaware 06-1448672
(State of incorporation or organization) (I.R.S. Employer Identification no.)
c/o Travelers/Aetna Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
(Address of principal executive offices) (zip code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please effective simultaneously with the
the following box [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
___% Trust Preferred Securities New York Stock Exchange
(and the Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See the information set forth under the headings "Description of
Preferred Securities" and "Description of Guarantees" in the Registration
Statement on Form S-3 of the Registrant, as amended, dated April 23, 1996.
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-2684) of the
Registrant, as amended (the "Registration Statement").
2.2 Certificate of Trust dated March 15, 1996, of Travelers P&C
Capital II, incorporated by reference to Exhibit 4.2 to the
Registration Statement.
2.3 Form of Amended and Restated Declaration of Trust for
Travelers P&C Capital II ("Declaration of Trust"),
incorporated by reference to Exhibit 4.5 to the Registration
Statement.
2.4 Form of Preferred Security, included in the Declaration of
Trust.
2.5 Form of Guarantee with respect to the Preferred Securities,
incorporated by reference to Exhibit 4.11 to the Registration
Statement.
2.6 Form of Indenture between Travelers/Aetna Property Casualty
Corp. and The Chase Manhattan Bank, N.A., as Trustee, relating
to the Junior Subordinated Debt Securities, incorporated by
reference to Exhibit 4.7 to the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRAVELERS P&C CAPITAL II
By /s/ William Hannon
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William Hannon, as Trustee
By /s/ George Ryan
--------------------------
George Ryan, as Trustee
TRAVELERS/AETNA PROPERTY
CASUALTY CORP.
By /s/ Jay S. Fishman
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