As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
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 06183
Hartford, Connecticut (Zip Code)
(Address of Principal Executive Offices)
Travelers Property Casualty Corp. 1999 Stock Incentive Plan
(Full Title of the Plan)
James M. Michener
General Counsel
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
(Name and Address of Agent For Service)
(860) 277-0111
(Telephone Number, Including Area
Code, of Agent For Service)
---------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
- ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 4,000,000 shares $35.0625(1) $140,250,000 $38,989.50(1)
per share (1)
- ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<FN>
(1) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average high and low sale price of the Class A Common Stock as
reported on the New York Stock Exchange on April 30, 1999.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K filed by Travelers Property Casualty
Corp. (the "Registrant") for the fiscal year ended December 31, 1998.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the end
of the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Registrant's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A (File No. 1-14328), including
any amendment or reports filed for the purpose of further updating such
description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the
<PAGE>
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided for
by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under
Section 145. Section 3 of Article V of the Registrant's Restated By-Laws
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the DGCL.
Citigroup Inc., the parent of the Registrant, also provides liability
insurance for its directors and officers and the directors and officers of its
subsidiaries, including the Registrant, which provides for coverage against loss
from claims made against directors and officers in their capacity as such,
including liabilities under the Securities Act of 1933, as amended.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article TWELFTH of the
Registrant's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
See Exhibit Index attached hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Property Casualty Corp. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Registration
Statement on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in The City
of Hartford, State of Connecticut, this 7th day of May, 1999.
TRAVELERS PROPERTY CASUALTY CORP.
(Registrant)
By /s/ William P. Hannon
---------------------
William P. Hannon
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 or amendment thereto has been signed
below by the following persons in the capacities indicated on this 7th day of
May, 1999.
Signature Capacity
--------- --------
President, Chief Executive
/s/ Jay S. Fishman Officer (Principal Executive
---------------------- Officer) and Director
Jay S. Fishman
/s/ William P. Hannon Chief Financial Officer
---------------------- (Principal Financial Officer)
William P. Hannon
/s/ Thomas P. Shugrue Chief Accounting Officer
---------------------- (Principal Accounting Officer)
Thomas P. Shugrue
*
---------------------- Director
Kenneth J. Bialkin
*
---------------------- Director
Leslie B. Disharoon
<PAGE>
---------------------- Director
Robert I. Lipp
*
---------------------- Director
Dudley C. Mecum
*
---------------------- Director
Frank J. Tasco
---------------------- Director
Sanford I. Weill
*
---------------------- Director
Arthur Zankel
*By: /s/ William P. Hannon
-------------------------
William P. Hannon, as
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of James M. Michener,
with respect to the legality of the securities
being registered
23.1 Consent of James M. Michener
(included in the opinion filed as Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney of certain directors of the Registrant.
Exhibit 5
May 7, 1999
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Ladies and Gentlemen:
I am General Counsel and Secretary of Travelers Property Casualty Corp., a
Delaware corporation (the "Company"). I have acted as counsel to the Company in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
for the registration of 4,000,000 shares of Class A common stock, $.01 per share
par value (the "Shares"), of the Company relating to the Travelers Property
Casualty Corp. 1999 Stock Incentive Plan (the "Plan").
In connection with the foregoing, I or attorneys under my supervision have
examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, as amended, the
Registration Statement, the Plans and resolutions duly adopted by the Board of
Directors of the Company relating to the Plans. In addition, I or attorneys
under my supervision have reviewed such other documents and instruments and have
conferred with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts as I have
deemed necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, I am of the opinion that the Shares to be issued
under the Plans have been duly authorized and, when issued and delivered in
accordance with the terms of the Plans, will be legally issued, fully paid and
non-assessable.
My opinion is limited to matters governed by the Federal laws of the
United States of America and the General Corporation Law of the state of
Delaware. I am not admitted to the practice of law in the state of Delaware.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ James M. Michener
-----------------------
James M. Michener
General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Travelers Property Casualty Corp.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Hartford, Connecticut
May 4, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"), does hereby
constitute and appoint Jay S. Fishman, William P. Hannon and James M. Michener,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
May, 1999.
/s/ Kenneth J. Bialkin
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"), does hereby
constitute and appoint Jay S. Fishman, William P. Hannon and James M. Michener,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
May, 1999.
/s/ Leslie B. Disharoon
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"), does hereby
constitute and appoint Jay S. Fishman, William P. Hannon and James M. Michener,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
May, 1999.
/s/ Dudley C. Mecum
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"), does hereby
constitute and appoint Jay S. Fishman, William P. Hannon and James M. Michener,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
May, 1999.
/s/ Frank J. Tasco
- --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"), does hereby
constitute and appoint Jay S. Fishman, William P. Hannon and James M. Michener,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
May, 1999.
/s/ Arthur Zankel
- --------------------------------------
(Signature)
