<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-K/A-1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
----------------
COMMISSION FILE NUMBER 1-14328
----------------
TRAVELERS PROPERTY CASUALTY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 06-1445591
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION)
</TABLE>
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(860) 277-0111
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
CLASS A COMMON STOCK, PAR VALUE $ .01 PER NEW YORK STOCK EXCHANGE
SHARE
6-3/4% NOTES DUE APRIL 15, 2001 NEW YORK STOCK EXCHANGE
8.08% TRUST PREFERRED SECURITIES OF NEW YORK STOCK EXCHANGE
SUBSIDIARY TRUST (AND REGISTRANT'S
GUARANTY WITH RESPECT THERETO)
8% TRUST PREFERRED SECURITIES OF NEW YORK STOCK EXCHANGE
SUBSIDIARY TRUST (AND REGISTRANT'S
GUARANTY WITH RESPECT THERETO)
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT AS OF MARCH 5, 1997 WAS APPROXIMATELY $2.56 BILLION.
AS OF MARCH 5, 1997, 72,176,747 SHARES OF THE REGISTRANT'S CLASS A COMMON STOCK,
PAR VALUE $ .01 PER SHARE, AND 328,020,170 SHARES OF THE REGISTRANT'S CLASS B
COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING.
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
(FORMER NAME OF REGISTRANT)
DOCUMENTS INCORPORATED BY REFERENCE
CERTAIN PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 ARE INCORPORATED BY REFERENCE INTO PART II
OF THIS FORM 10-K/A-1.
CERTAIN PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1997 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 23, 1997 ARE INCORPORATED BY REFERENCE INTO
PART III OF THIS FORM 10-K/A-1.
<PAGE> 2
EXPLANATORY NOTE
This Form 10-K/A-1 is being filed to include as an exhibit to the Form
10-K financial statements for the Travelers Group 401(k) Savings Plan pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Other than
the related additions to the Exhibit Index, the text of Item 14 has not been
amended and speaks as of the date of the original filing of the Form 10-K.
2
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a) Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial Statements
and Schedules on page F-1 hereof. Also filed as a part of this report
are the combined financial statements of Aetna P&C as of December 31,
1995 and 1994 and for the years ended December 31, 1995, December 31,
1994 and December 31, 1993, together with the notes thereto and the
related report of Independent Accountants. See Exhibit 99.01.
(2) Financial Statement Schedules. See Index to Consolidated Financial
Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On October 8, 1996, the Company filed a Current Report on Form 8-K
dated October 4, 1996, filing certain exhibits under Item 7 thereof
relating to the offer and sale of the Company's 6 1/4% Notes due
October 1, 1999.
On November 14, 1996, the Company filed a Current Report on Form 8-K
dated November 12, 1996, filing certain exhibits under Item 7 thereof
relating to the offer and sale of the Company's 6 3/4% Notes due
November 15, 2006.
No other reports on Form 8-K were filed during the fourth quarter of
1996; however, on January 21, 1997, the Company filed a Current Report
on Form 8-K dated January 21, 1997, reporting under Item 5 thereof
certain additional financial information for the three months and the
year ended December 31, 1996, and on February 10, 1997, the Company
filed a Current Report on Form 8-K dated February 10, 1997, reporting
under Item 5 thereof certain additional financial information as of
December 31, 1996.
3
<PAGE> 4
EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
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<S> <C> <C>
3.01 Restated Certificate of Incorporation of Travelers Property
Casualty Corp. (formerly Travelers/Aetna Property Casualty
Corp.) (the "Company"), Certificate of Designations, Powers,
Preferences and Rights of 7.5% Redeemable Preferred Stock,
Series Z, of the Company, and Certificate of Amendment to the
Restated Certificate of Incorporation.
3.02 Restated By-Laws of the Company, effective March 29, 1996,
incorporated by reference to Exhibit 3.2 to the Company's Form
S-1.
4.01 Intercompany Agreement, dated as of April 2, 1996, between
Travelers Group Inc. and the Company, incorporated by
reference to Exhibit 4.1 to the Company's Form S-1.
4.02 Shareholders Agreement, dated as of April 2, 1996, by and
among the Company, Aetna Life and Casualty Company, J.P.
Morgan Capital Corporation, The Trident Partnership L.P. and
Fund American Enterprises Holdings, Inc., incorporated by
reference to Exhibit 4.2 to the Company's Form S-1.
10.01.1 Stock Purchase Agreement, dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna Life and
Casualty Company, incorporated by reference to Exhibit 10.1 to
the Annual Report on Form 10-K of Aetna Life and Casualty
Company for the fiscal year ended December 31, 1995 (File No.
1-5704).
10.01.2 Assignment of Stock Purchase Agreement, dated as of March 22,
1996, between the Company and The Travelers Insurance Group
Inc., incorporated by reference to Exhibit 2.2 to the
Company's Form S-1.
10.01.3 Amendment to Stock Purchase Agreement, dated as of April 2,
1996, between the Company and Aetna Life and
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
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<S> <C> <C>
Casualty Company, incorporated by reference to Exhibit 2.3 to
the Company's Form S-1.
10.02* Travelers Property Casualty Corp. Capital Accumulation Plan
(as amended through September 1, 1996), incorporated by
reference to Exhibit 10.01 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1996
(File No. 1-14328) (the "Company's 9/30/96 10-Q").
10.03* Travelers Property Casualty Corp. 1996 Executive Option Plan
(as amended through March 7, 1997).
10.04* Travelers Property Casualty Corp. Executive
Performance Compensation Plan (as amended through
March 7, 1997).
10.05* Travelers Property Casualty Corp. 1996 Deferred Compensation
Plan for Non-Employee Directors (as amended through September
25, 1996), incorporated by reference to Exhibit 10.02 to the
Company's 9/30/96 10-Q.
10.06* Travelers Group Capital Accumulation Plan (as
amended through September 25, 1996),
incorporated by reference to Exhibit 10.03 to
the Quarterly Report on Form 10-Q of Travelers
Group Inc. for the fiscal quarter ended
September 30, 1996 (File No. 1-9924) (the "TRV
9/30/96 10-Q").
10.07.1* Travelers Group Stock Option Plan (as amended
and restated as of April 24, 1996),
incorporated by reference to Exhibit 10.02.1 to
the Annual Report on Form 10-K of Travelers
Group Inc. for the fiscal year ended December
31, 1996 (File No. 1-9924).
10.07.2* Amendment No. 14 to the Travelers Group Stock
Option Plan, incorporated by reference to
Exhibit 10.01 to the TRV 9/30/96 10-Q.
10.08* Travelers Group 1996 Stock Incentive Plan (as
amended
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
------- ---------------------- ------
<S> <C> <C>
through November 22, 1996), incorporated by reference to
Exhibit 10.03 to the Annual Report on Form 10-K of Travelers
Group Inc. for the fiscal year ended December 31, 1996 (File
No. 1-9924).
10.09* Retirement Benefit Equalization Plan of Travelers Group Inc.
(as amended and restated as of January 1, 1994) incorporated
by reference to Exhibit 10.04 to the Annual Report on
Form 10-K of Travelers Group Inc. for the fiscal year ended
December 31, 1996 (File No. 1-9924).
10.10 License Agreement, dated November 28, 1995, by and between
Aetna Life and Casualty Company and The Aetna Casualty and
Surety Company and The Standard Fire Insurance Company,
incorporated by reference to Exhibit 10.7 to the Company's
Form S-1.
10.11* The Travelers Corporation Supplemental Benefit Plan, effective
December 20, 1992, incorporated by reference to Exhibit 10(d)
to the Annual Report on Form 10-K of The Travelers Corporation
("old Travelers") for the fiscal year ended December 31, 1992
(File No. 1-5799).
10.12 TAPC Tax Allocation Agreement, effective as of
January 1, 1996 between Travelers Group Inc.
and the Company, incorporated by reference to
Exhibit 10.9 to the Company's Form S-1.
10.13 Lease for office space at City Place, dated March 28, 1996, by
and between Aetna Life and Casualty Company and The Travelers
Indemnity Company, incorporated by reference to Exhibit 10.10
to the Company's Form S-1.
10.14 Lease for office space in Hartford,
Connecticut, dated as of April 2, 1996, by and
between The Travelers Insurance Company and The
Travelers Indemnity Company.
10.15* Letter Agreement, dated November 17, 1996,
between the Company and Stanton F. Long.
10.16* Letter Agreement, dated April 12, 1996, between the Company
and James M. Michener, incorporated by reference to Exhibit
10.01 to the Company's Quarterly
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
------- ---------------------- ------
<S> <C> <C>
Report on Form 10-Q for the
fiscal quarter ended June 30, 1996 (File No. 1-14328).
10.17* Letter Agreement, dated as of December 12, 1995, between
Travelers Insurance Companies and William Hannon, incorporated
by reference to Exhibit 10.12 to the Company's Form S-1.
10.18* Employment Agreement, dated as of October 27, 1995, between
Aetna Life and Casualty Company and Robert P. Restrepo, as
assumed by the Company, incorporated by reference to Exhibit
10.13 to the Company's Form S-1.
10.19* Employment Agreement, dated as of October 27, 1995, between
Aetna Life and Casualty Company and Joseph P. Kiernan, as
assumed by the Company, incorporated by reference to Exhibit
10.14 to the Company's Form S-1.
10.20* Employment Agreement, dated as of December 31,
1993, between The Travelers Insurance Group,
Inc. and Ronald E. Foley, incorporated by
reference to Exhibit 10.15 to the Company's
Form S-1.
10.21* The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan, effective January 1, 1991, incorporated by
reference to Exhibit 10(e) to the Annual Report on Form 10-K
of old Travelers for the fiscal year ended December 31, 1991
(File No. 1-5799).
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed
Charges.
13.01 Pages 17 through 55 of the 1996 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1996 Annual Report to
Stockholders).
21.01 Subsidiaries of the Registrant.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
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<S> <C> <C>
23.03** Accountants' consent to incorporation by reference of Electronic
report filed with Exhibit 99.05.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
99.01 Combined Financial Statements of The Aetna
Casualty and Surety Company and The Standard
Fire Insurance Company as of December 31, 1995
and 1994 and for the years ended December 31, 1995,
December 31, 1994 and December 31, 1993, together
with the notes thereto and the related reports of
Independent Accountants.
99.02 The fifth full paragraph on page 90 of the
Company's Prospectus dated April 22, 1996.
99.03 The paragraph that begins on page 90 and ends
on page 91 of the Company's Prospectus dated
April 22, 1996, the first paragraph on page 24
of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996 and
the first paragraph on page 25 of the Company's
9/30/96 10-Q.
99.04 The second full paragraph on page 91 of the
Company's Prospectus dated April 22, 1996.
99.05** 1996 Financial Statements of Travelers Group 401(k)
Savings Plan, incorporated by reference to Exhibit
99.07 to the Annual Report on Form 10-K/A-1 of
Travelers Group Inc. for the fiscal year ended
December 31, 1996 (File No. 1-9924).
</TABLE>
The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the Commission upon request.
The financial statements required by Form 11-K for 1996 for the Travelers Group
401(k) Savings Plan are being filed as an exhibit to this Form 10-K/A-1 pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at a cost of
$.25 per page (although no charge will be made for the 1996 Annual Report on
Form 10-K) to security holders who make written request therefor to Corporate
Communications, Travelers Property Casualty Corp., One Tower Square, Hartford,
Connecticut 06183.
- -------------------
* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the initial
filing of the Form 10-K.
8
<PAGE> 9
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 26th day of
June, 1997.
TRAVELERS PROPERTY CASUALTY CORP.
(Registrant)
By: /s/ William P. Hannon
--------------------------------------
William P. Hannon
Chief Financial Officer
9
<PAGE> 10
EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
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<S> <C> <C>
3.01 Restated Certificate of Incorporation of Travelers Property
Casualty Corp. (formerly Travelers/Aetna Property Casualty
Corp.) (the "Company"), Certificate of Designations, Powers,
Preferences and Rights of 7.5% Redeemable Preferred Stock,
Series Z, of the Company, and Certificate of Amendment to the
Restated Certificate of Incorporation.
3.02 Restated By-Laws of the Company, effective March 29, 1996,
incorporated by reference to Exhibit 3.2 to the Company's Form
S-1.
4.01 Intercompany Agreement, dated as of April 2, 1996, between
Travelers Group Inc. and the Company, incorporated by
reference to Exhibit 4.1 to the Company's Form S-1.
4.02 Shareholders Agreement, dated as of April 2, 1996, by and
among the Company, Aetna Life and Casualty Company, J.P.
Morgan Capital Corporation, The Trident Partnership L.P. and
Fund American Enterprises Holdings, Inc., incorporated by
reference to Exhibit 4.2 to the Company's Form S-1.
10.01.1 Stock Purchase Agreement, dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna Life and
Casualty Company, incorporated by reference to Exhibit 10.1 to
the Annual Report on Form 10-K of Aetna Life and Casualty
Company for the fiscal year ended December 31, 1995 (File No.
1-5704).
10.01.2 Assignment of Stock Purchase Agreement, dated as of March 22,
1996, between the Company and The Travelers Insurance Group
Inc., incorporated by reference to Exhibit 2.2 to the
Company's Form S-1.
10.01.3 Amendment to Stock Purchase Agreement, dated as of April 2,
1996, between the Company and Aetna Life and
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
------- ---------------------- ------
<S> <C> <C>
Casualty Company, incorporated by reference to Exhibit 2.3 to
the Company's Form S-1.
10.02* Travelers Property Casualty Corp. Capital Accumulation Plan
(as amended through September 1, 1996), incorporated by
reference to Exhibit 10.01 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1996
(File No. 1-14328) (the "Company's 9/30/96 10-Q").
10.03* Travelers Property Casualty Corp. 1996 Executive Option Plan
(as amended through March 7, 1997).
10.04* Travelers Property Casualty Corp. Executive
Performance Compensation Plan (as amended through
March 7, 1997).
10.05* Travelers Property Casualty Corp. 1996 Deferred Compensation
Plan for Non-Employee Directors (as amended through September
25, 1996), incorporated by reference to Exhibit 10.02 to the
Company's 9/30/96 10-Q.
10.06* Travelers Group Capital Accumulation Plan (as
amended through September 25, 1996),
incorporated by reference to Exhibit 10.03 to
the Quarterly Report on Form 10-Q of Travelers
Group Inc. for the fiscal quarter ended
September 30, 1996 (File No. 1-9924) (the "TRV
9/30/96 10-Q").
10.07.1* Travelers Group Stock Option Plan (as amended
and restated as of April 24, 1996),
incorporated by reference to Exhibit 10.02.1 to
the Annual Report on Form 10-K of Travelers
Group Inc. for the fiscal year ended December
31, 1996 (File No. 1-9924).
10.07.2* Amendment No. 14 to the Travelers Group Stock
Option Plan, incorporated by reference to
Exhibit 10.01 to the TRV 9/30/96 10-Q.
10.08* Travelers Group 1996 Stock Incentive Plan (as
amended
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
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<S> <C> <C>
through November 22, 1996), incorporated by reference to
Exhibit 10.03 to the Annual Report on Form 10-K of Travelers
Group Inc. for the fiscal year ended December 31, 1996 (File
No. 1-9924).
10.09* Retirement Benefit Equalization Plan of Travelers Group Inc.
(as amended and restated as of January 1, 1994) incorporated
by reference to Exhibit 10.04 to the Annual Report on
Form 10-K of Travelers Group Inc. for the fiscal year ended
December 31, 1996 (File No. 1-9924).
10.10 License Agreement, dated November 28, 1995, by and between
Aetna Life and Casualty Company and The Aetna Casualty and
Surety Company and The Standard Fire Insurance Company,
incorporated by reference to Exhibit 10.7 to the Company's
Form S-1.
10.11* The Travelers Corporation Supplemental Benefit Plan, effective
December 20, 1992, incorporated by reference to Exhibit 10(d)
to the Annual Report on Form 10-K of The Travelers Corporation
("old Travelers") for the fiscal year ended December 31, 1992
(File No. 1-5799).
10.12 TAPC Tax Allocation Agreement, effective as of
January 1, 1996 between Travelers Group Inc.
and the Company, incorporated by reference to
Exhibit 10.9 to the Company's Form S-1.
10.13 Lease for office space at City Place, dated March 28, 1996, by
and between Aetna Life and Casualty Company and The Travelers
Indemnity Company, incorporated by reference to Exhibit 10.10
to the Company's Form S-1.
10.14 Lease for office space in Hartford,
Connecticut, dated as of April 2, 1996, by and
between The Travelers Insurance Company and The
Travelers Indemnity Company.
10.15* Letter Agreement, dated November 17, 1996,
between the Company and Stanton F. Long.
10.16* Letter Agreement, dated April 12, 1996, between the Company
and James M. Michener, incorporated by reference to Exhibit
10.01 to the Company's Quarterly
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
------- ---------------------- ------
<S> <C> <C>
Report on Form 10-Q for the
fiscal quarter ended June 30, 1996 (File No. 1-14328).
10.17* Letter Agreement, dated as of December 12, 1995, between
Travelers Insurance Companies and William Hannon, incorporated
by reference to Exhibit 10.12 to the Company's Form S-1.
10.18* Employment Agreement, dated as of October 27, 1995, between
Aetna Life and Casualty Company and Robert P. Restrepo, as
assumed by the Company, incorporated by reference to Exhibit
10.13 to the Company's Form S-1.
10.19* Employment Agreement, dated as of October 27, 1995, between
Aetna Life and Casualty Company and Joseph P. Kiernan, as
assumed by the Company, incorporated by reference to Exhibit
10.14 to the Company's Form S-1.
10.20* Employment Agreement, dated as of December 31,
1993, between The Travelers Insurance Group,
Inc. and Ronald E. Foley, incorporated by
reference to Exhibit 10.15 to the Company's
Form S-1.
10.21* The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan, effective January 1, 1991, incorporated by
reference to Exhibit 10(e) to the Annual Report on Form 10-K
of old Travelers for the fiscal year ended December 31, 1991
(File No. 1-5799).
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed
Charges.
13.01 Pages 17 through 55 of the 1996 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1996 Annual Report to
Stockholders).
21.01 Subsidiaries of the Registrant.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION OF EXHIBIT METHOD
------- ---------------------- ------
<S> <C> <C>
23.03** Accountants' consent to incorporation by reference of Electronic
report filed with Exhibit 99.05.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
99.01 Combined Financial Statements of The Aetna
Casualty and Surety Company and The Standard
Fire Insurance Company as of December 31, 1995
and 1994 and for the years ended December 31, 1995,
December 31, 1994 and December 31, 1993, together
with the notes thereto and the related reports of
Independent Accountants.
99.02 The fifth full paragraph on page 90 of the
Company's Prospectus dated April 22, 1996.
99.03 The paragraph that begins on page 90 and ends
on page 91 of the Company's Prospectus dated
April 22, 1996, the first paragraph on page 24
of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996 and
the first paragraph on page 25 of the Company's
9/30/96 10-Q.
99.04 The second full paragraph on page 91 of the
Company's Prospectus dated April 22, 1996.
99.05** 1996 Financial Statements of Travelers Group 401(k)
Savings Plan, incorporated by reference to Exhibit
99.07 to the Annual Report on Form 10-K/A-1 of
Travelers Group Inc. for the fiscal year ended
December 31, 1996 (File No. 1-9924).
</TABLE>
The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the Commission upon request.
The financial statements required by Form 11-K for 1996 for the Travelers Group
401(k) Savings Plan are being filed as an exhibit to this Form 10-K/A-1 pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at a cost of
$.25 per page (although no charge will be made for the 1996 Annual Report on
Form 10-K) to security holders who make written request therefor to Corporate
Communications, Travelers Property Casualty Corp., One Tower Square, Hartford,
Connecticut 06183.
- -------------------
* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the initial
filing of the Form 10-K.
<PAGE> 1
Exhibit 23.03
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Plans Administration Committee
Travelers Group Inc.:
We consent to the incorporation by reference in the Registration Statement (No.
333-25605) on Form S-8 of Travelers Property Casualty Corp. of our report dated
June 23, 1997 relating to the statements of net assets available for plan
benefits of Travelers Group 401(k) Savings Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for plan
benefits for the years then ended, and the supplemental schedules of assets
held for investment purposes, assets held for investment purposes which were
both acquired and disposed within the plan year, and reportable transactions as
of and for the year ended December 31, 1996, which report is being filed with
Form-10-K/A-1 as an amendment to the 1996 Annual Report on Form 10-K of
Travelers Property Casualty Corp.
/s/ KPMG Peat Marwick LLP
----------------------------
New York, New York
June 26, 1997
