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) October 4, 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 October 4, 1996, among the Company and
Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities
Corporation and UBS Securities LLC, as Underwriters, relating
to the offer and sale of the Company's 6 1/4% Notes due
October 1, 1999.
4.01 Form of Note for the Company's 6 1/4%
Notes due October 1, 1999.
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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: October 7, 1996 TRAVELERS/AETNA PROPERTY
CASUALTY CORP.
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Assistant Treasurer
EXHIBIT 1.01
TERMS AGREEMENT
October 4, 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 $200,000,000
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 99.616% of the principal amount thereof,
plus accrued interest from October 1, 1996 to the date of payment and delivery.
The Closing Date shall be October 9, 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: 6-1/4% Notes due October 1, 1999
Maturity: October 1, 1999
Interest Rate: 6-1/4% per annum
Interest Payment
Dates: October 1 and April 1,
commencing April 1, 1997
Initial Price to
Public: 99.829% of the principal amount thereof,
plus accrued interest from October 1, 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
<PAGE>
Additional terms: The Regular Record Dates are March 15 and
September 15. 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
October 4, 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 October
4, 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:
<PAGE>
"We hereby accept your offer, set forth in the Terms Agreement,
dated October 4, 1996, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
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 B. Tarapore
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Name: Firoz B. Tarapore
Title: Assistant Treasurer
<PAGE>
Principal
Underwriter Amount
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Smith Barney Inc. . . . . . . . . . . . . $100,000,000
Donaldson, Lufkin
& Jenrette Securities Corporation. . . . . . . 50,000,000
UBS Securities LLC . . . . . . . . . . . . 50,000,000
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Total . . . . . . . . . . . . . . . . . . . $200,000,000
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EXHIBIT 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY SUCH PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894175 AE 8
NO. R-___ U.S.$__________________
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
6 1/4% NOTE DUE OCTOBER 1, 1999
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
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registered assigns, the principal sum of ________________ Dollars ($_________ )
on October 1, 1999 and to pay interest thereon from October 1, 1996, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 1 and October 1 in each year, commencing
April 1, 1997, at the rate of 6 1/4% 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 March 15 or September 15
(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 of this series
not less
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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: October 9, 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
<PAGE>
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
6 1/4% NOTE DUE OCTOBER 1, 1999
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 $200,000,000.
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.
<PAGE>
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 --
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(Cust)
as Custodian for
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(Minor)
under Uniform Gifts to Minors Act of
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(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:]
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[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
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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: ____________________
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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.
