<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, 1997
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)
DELAWARE 06-1445591
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
CLASS A COMMON STOCK, PAR VALUE $ .01 PER SHARE NEW YORK STOCK EXCHANGE
6-3/4% NOTES DUE APRIL 15, 2001 NEW YORK STOCK EXCHANGE
8.08% TRUST PREFERRED SECURITIES OF SUBSIDIARY TRUST (AND NEW YORK STOCK EXCHANGE
REGISTRANT'S GUARANTY WITH RESPECT THERETO)
8% TRUST PREFERRED SECURITIES OF SUBSIDIARY TRUST (AND NEW YORK STOCK EXCHANGE
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 4, 1998 WAS APPROXIMATELY $2.76 BILLION.
AS OF MARCH 4, 1998, 65,828,627 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.
DOCUMENTS INCORPORATED BY REFERENCE
CERTAIN PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1997 ARE INCORPORATED BY REFERENCE INTO PART II
OF THIS FORM 10-K.
CERTAIN PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1998 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 22, 1998 ARE INCORPORATED BY REFERENCE INTO
PART III OF THIS FORM 10-K.
<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 Inc. 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 14, 1997, the Company filed a Current Report on
Form 8-K dated October 13, 1997, reporting under Item 5
thereof the results of its operations for the three and nine
months ended September 30, 1997, and certain other selected
financial data.
No other reports on Form 8-K were filed during the fourth
quarter of 1997.
3
<PAGE> 4
' EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3.01 Restated Certificate of Incorporation of Travelers Property
Casualty Corp. (the "Company"), Certificate of Designations,
Powers, Preferences and Rights of 7.5% Redeemable Preferred
Stock, Series Z, of the Company, Certificate of Amendment to
the Restated Certificate of Incorporation, filed March 7,
1997, and Certificate of Amendment to the Restated Certificate
of Incorporation, filed April 23, 1997, incorporated by
reference to Exhibit 3.01 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1997 (File
No.1-14328) (the "Company's 3/31/97 10-Q").
3.02 Restated By-Laws of the Company, effective April 23, 1997,
incorporated by reference to Exhibit 3.02 to the Company's
3/31/97 10-Q.
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.
4.02.1 Shareholders Agreement, dated as of April 2, 1996, by and
among the Company, The Travelers Insurance Group Inc., Aetna
Life and Casualty Company (now known as Aetna Services, Inc.),
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.
4.02.2 Amendment to Shareholders Agreement, dated June 20, 1997, by
and among the Company, Aetna Services, Inc., J.P. Morgan
Capital Corporation, The Trident Partnership L.P. and Fund
American Enterprises Holdings, Inc.
4
<PAGE> 5
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.01* Travelers Property Casualty Corp. Capital Accumulation Plan
(as amended through July 23, 1997), incorporated by reference
to Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1997 (File No.
1-14328).
10.02* Travelers Property Casualty Corp. 1996 Executive Option Plan
(as amended through March 7, 1997), incorporated by reference
to Exhibit 10.03 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 (File No.1-14328)
(the "Company's 1996 10-K").
10.03* Travelers Property Casualty Corp. Executive Performance
Compensation Plan (as amended through March 7, 1997),
incorporated by reference to Exhibit 10.04 to the Company's
1996 10-K.
10.04* 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 (File No.1-14328).
10.05* Travelers Group Capital Accumulation Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.02 to
the Quarterly Report on Form 10-Q of Travelers Group Inc. for
the fiscal quarter ended September 30, 1997 (File No. 1-9924)
(the "TRV 9/30/97 10-Q").
10.06.1* 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) (the "TRV 1996 10-K").
10.06.2* Amendment No. 14 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.01 to the Quarterly
Report on Form 10-Q of Travelers Group Inc. for the fiscal
quarter ended September 30, 1996 (File No. 1-9924).
10.06.3* Amendment No. 15 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.04 to the TRV 9/30/97
10-Q.
5
<PAGE> 6
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.07* Travelers Group 1996 Stock Incentive Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.03 to
the TRV 9/30/97 10-Q.
10.08* 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 TRV 1996 10-K.
10.09* 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).
10.10 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.
10.11 Lease for office space at CityPlace, 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.
10.12 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, incorporated by reference
to Exhibit 10.14 to the Company's 1996 10-K.
10.13* Letter Agreement, dated November 17, 1996, between the Company
and Stanton F. Long, incorporated by reference to Exhibit
10.15 to the Company's 1996 10-K.
10.14* The Travelers Insurance Deferred Compensation Plan (formerly
The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan) (as amended and restated through January 1,
1997).
10.15.1 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.
10.15.2 License Agreement Amendment, dated April 2, 1996, by and
between Aetna Life and Casualty Company and The Aetna Casualty
and Surety Company and The Standard Fire Insurance Company.
6
<PAGE> 7
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
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 1997 Annual Report to Stockholders
of the Company (pagination of exhibit does not correspond to
pagination in the 1997 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.
23.03+ Accountants' consent to incorporation by reference of report
filed with Exhibit 99.02.
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, incorporated by reference to Exhibit 99.01 to the
Company's 1996 10-K.
99.02+ 1997 Financial Statements of Travelers Group Inc. 401(k)
Savings Plan, incorporated by reference to Exhibit 99.05 to
the Annual Report on Form 10-K/A-1 of Travelers Group Inc.
for the fiscal year ended December 31, 1997 (File No. 1-9924).
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 1997 for the
Travelers Group 401(k) Savings Plan will be filed as an exhibit by
amendment to this Form 10-K 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 1997
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 exhibits were filed with the initial filing
of the Form 10-K.
7
<PAGE> 8
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 29th day of
June, 1998.
TRAVELERS PROPERTY CASUALTY CORP.
(Registrant)
By: /s/ William P. Hannon
---------------------------------
William P. Hannon
Chief Financial Officer
8
<PAGE> 9
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3.01 Restated Certificate of Incorporation of Travelers Property
Casualty Corp. (the "Company"), Certificate of Designations,
Powers, Preferences and Rights of 7.5% Redeemable Preferred
Stock, Series Z, of the Company, Certificate of Amendment to
the Restated Certificate of Incorporation, filed March 7,
1997, and Certificate of Amendment to the Restated Certificate
of Incorporation, filed April 23, 1997, incorporated by
reference to Exhibit 3.01 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1997 (File
No.1-14328) (the "Company's 3/31/97 10-Q").
3.02 Restated By-Laws of the Company, effective April 23, 1997,
incorporated by reference to Exhibit 3.02 to the Company's
3/31/97 10-Q.
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.
4.02.1 Shareholders Agreement, dated as of April 2, 1996, by and
among the Company, The Travelers Insurance Group Inc., Aetna
Life and Casualty Company (now known as Aetna Services, Inc.),
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.
4.02.2 Amendment to Shareholders Agreement, dated June 20, 1997, by
and among the Company, Aetna Services, Inc., J.P. Morgan
Capital Corporation, The Trident Partnership L.P. and Fund
American Enterprises Holdings, Inc.
<PAGE> 10
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.01* Travelers Property Casualty Corp. Capital Accumulation Plan
(as amended through July 23, 1997), incorporated by reference
to Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1997 (File No.
1-14328).
10.02* Travelers Property Casualty Corp. 1996 Executive Option Plan
(as amended through March 7, 1997), incorporated by reference
to Exhibit 10.03 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 (File No.1-14328)
(the "Company's 1996 10-K").
10.03* Travelers Property Casualty Corp. Executive Performance
Compensation Plan (as amended through March 7, 1997),
incorporated by reference to Exhibit 10.04 to the Company's
1996 10-K.
10.04* 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 (File No.1-14328).
10.05* Travelers Group Capital Accumulation Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.02 to
the Quarterly Report on Form 10-Q of Travelers Group Inc. for
the fiscal quarter ended September 30, 1997 (File No. 1-9924)
(the "TRV 9/30/97 10-Q").
10.06.1* 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) (the "TRV 1996 10-K").
10.06.2* Amendment No. 14 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.01 to the Quarterly
Report on Form 10-Q of Travelers Group Inc. for the fiscal
quarter ended September 30, 1996 (File No. 1-9924).
10.06.3* Amendment No. 15 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.04 to the TRV 9/30/97
10-Q.
<PAGE> 11
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.07* Travelers Group 1996 Stock Incentive Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.03 to
the TRV 9/30/97 10-Q.
10.08* 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 TRV 1996 10-K.
10.09* 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).
10.10 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.
10.11 Lease for office space at CityPlace, 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.
10.12 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, incorporated by reference
to Exhibit 10.14 to the Company's 1996 10-K.
10.13* Letter Agreement, dated November 17, 1996, between the Company
and Stanton F. Long, incorporated by reference to Exhibit
10.15 to the Company's 1996 10-K.
10.14* The Travelers Insurance Deferred Compensation Plan (formerly
The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan) (as amended and restated through January 1,
1997).
10.15.1 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.
10.15.2 License Agreement Amendment, dated April 2, 1996, by and
between Aetna Life and Casualty Company and The Aetna Casualty
and Surety Company and The Standard Fire Insurance Company.
<PAGE> 12
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
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 1997 Annual Report to Stockholders
of the Company (pagination of exhibit does not correspond to
pagination in the 1997 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.
23.03+ Accountants' consent to incorporation by reference of report
filed with Exhibit 99.02.
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, incorporated by reference to Exhibit 99.01 to the
Company's 1996 10-K.
99.02+ 1997 Financial Statements of Travelers Group Inc. 401(k)
Savings Plan, incorporated by reference to Exhibit 99.05 to
the Annual Report on Form 10-K/A-1 of Travelers Group Inc.
for the fiscal year ended December 31, 1997 (File No. 1-9924).
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 1997 for the
Travelers Group 401(k) Savings Plan will be filed as an exhibit by
amendment to this Form 10-K 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 1997
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 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, 1998 relating to the statements of net assets available for plan
benefits of Travelers Group 401(k) Savings Plan as of December 31, 1997 and
1996, 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 of within the plan year, and reportable transactions
as of and for the year ended December 31, 1997, which report is being filed
with Form-10-K/A-1 as an amendment to the 1997 Annual Report on Form 10-K of
Travelers Property Casualty Corp.
/s/ KPMG Peat Marwick LLP
New York, New York
June 29, 1998
