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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
April 21, 1998 (April 5, 1998)
________________________________________________
Date of report (Date of earliest event reported)
The Travelers Insurance Company
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 33-33691 06-0566090
______________ _____________________ __________________
(State or other juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
One Tower Square
Hartford, Connecticut 06183
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(Address of Principal Executive Offices and Zip Code)
(860) 277-0111
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 6, 1998, Travelers Group Inc. ("Parent"), the parent of The
Travelers Insurance Company (the "Company"), announced that it had entered into
a Merger Agreement with Citicorp, pursuant to which Citicorp will be merged with
and into Parent (the "Merger").
In order to consummate the Merger, Parent will apply to the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board") to
become a bank holding company under the provisions of the Bank Holding
Company Act of 1956 (the "BHCA"). A bank holding company and its affiliates
may not engage in activities that are not permissible under the BHCA,
including, generally, insurance underwriting. However, under present rules,
the Company's existing businesses can be retained and operated by Parent for
at least a two-year period after the Merger (the "BHCA Compliance Period"),
which may be extended for three additional one-year periods by the Federal
Reserve Board if, in its judgment, an extension would not be detrimental to
the public interest.
Upon consummation of the Merger, and as a direct result of Parent
becoming a bank holding company, the BHCA will impose certain restrictions on
the Company's operations going forward, including the ability to make
acquisitions of certain insurance underwriters. It is not expected that
such restrictions will impede the Company's existing businesses in any
material respect or preclude the Company from expanding its existing
insurance underwriting activities (other than by acquisition of certain
insurance underwriters). At this time, the Company believes that its
compliance with applicable law following the Merger will not have a material
adverse effect on the Company's financial condition or results of operations.
There is pending federal legislation that would, if enacted, amend
the BHCA to authorize a bank holding company to own certain insurance
underwriters. There is no assurance that such legislation will be enacted.
At the expiration of the BHCA Compliance Period, the Company and Parent will
evaluate their alternatives in order to comply with whatever laws are then
applicable.
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SIGNATURES
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: April 21, 1998
THE TRAVELERS INSURANCE COMPANY
By: /s/ Katherine McG. Sullivan
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Name: Katherine McG. Sullivan
Title: Senior Vice President
