Rule 424(b)(3)
File No. 33-54093
PROSPECTUS
THE TRAVELERS INC.
$185,000,000 principal amount of 7 5/8% Notes due January 15, 1997
$300,000,000 principal amount of 9 1/2% Senior Notes due March 1, 2002
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The Travelers Inc. (the "Company") has become the obligor
of certain securities originally issued by the Company's
predecessor by merger. The Travelers Corporation, a Connecticut
corporation ("old Travelers"), issued its 7 5/8% Notes due January 15,
1997 (the "7 5/8% Notes") and its 9 1/2% Senior Notes due March 1, 2002
(the "9 1/2% Notes"; the 7 5/8% Notes and the 9 1/2% Notes are hereinafter
referred to collectively from time to time as the "Notes"). On
December 31, 1993, old Travelers was merged (the "Merger") with and
into the Company and the Company assumed all of old Travelers'
obligations with respect to the Notes.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------------------------
This Prospectus may be used by Smith Barney Inc. ("Smith
Barney"), a subsidiary of the Company, in connection with offers
and sales of the Notes in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale.
Smith Barney may act as principal or agent in such transactions.
October 11, 1994
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No person is authorized to give any information or to
make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Company or Smith
Barney. This Prospectus does not constitute an offer of any
securities other than the securities to which this Prospectus
relates, or an offer to any person in any jurisdiction where such
offer would be unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create
any implication that there has not been any change in the affairs
of the Company or its subsidiaries since the date hereof.
For North Carolina purchasers: These securities have not
been approved or disapproved by the Commissioner of Insurance for
the State of North Carolina, nor has the Commissioner ruled upon
the accuracy or adequacy of this Prospectus.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at: Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Company's Common Stock is listed on the
New York Stock Exchange and the Pacific Stock Exchange, and such
reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and the Pacific Stock Exchange,
301 Pine Street, San Francisco, California 94104, and 233 South
Beaudry Avenue, Los Angeles, California 90012.
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The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Act") with respect to the Notes. Old Travelers has also
filed a Registration Statement on Form S-3 under the Act with
respect to the 7 5/8% Notes and a Registration Statement on Form S-4
with respect to the 9 1/2% Notes. For further information with
respect to the Notes, reference is made to those Registration
Statements and the exhibits thereto.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following
documents heretofore filed with the Commission pursuant to the
Exchange Act:
1. Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1993.
2. Quarterly Reports of the Company on Form 10-Q for
the fiscal quarters ended March 31, 1994 and June 30, 1994.
3. Current Reports of the Company on Form 8-K dated
December 31, 1993, January 24, 1994, March 1, 1994,
June 10, 1994 and September 26, 1994.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the date on which Smith Barney
ceases offering and selling Notes pursuant to this Prospectus shall
be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such
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statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or
superseded.
The Company will provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request
of any such person, a copy of any or all of the documents
incorporated by reference in the Registration Statement of which
this Prospectus forms a part other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into such documents. Requests should be directed to Corporate
Communications and Investor Relations, The Travelers Inc., 65 East
55th Street, New York, New York 10022; telephone (212) 891-8900.
THE COMPANY
The Company is a financial services holding company
engaged, through its subsidiaries, principally in four business
segments: Investment Services, Consumer Finance Services, Life
Insurance Services and Property & Casualty Insurance Services. In
December 1992, the Company, then known as Primerica Corporation,
acquired approximately 27% of the common stock of old Travelers in
a series of related transactions. This acquisition was accounted
for as a purchase with an effective accounting date of December 31,
1992. During 1993, this investment was accounted for on the equity
method. On December 31, 1993, the Company acquired the remaining
approximately 73% of old Travelers common stock it did not already
own through the merger of old Travelers into the Company (the
"Merger"). In the Merger, each share of old Travelers common stock
(other than shares held by the Company, old Travelers, or
shareholders who properly exercised dissenters' rights) was
exchanged for .80423 of a share of the Company's common stock. The
Company, as the surviving corporation of the Merger, changed its
name from Primerica Corporation to The Travelers Inc. The Company
also issued shares of its preferred stock in exchange for
outstanding shares of old Travelers preference stock. The total
purchase price in the Merger was approximately $3.4 billion. The
1992 acquisition and the Merger are being accounted for as a step
acquisition.
In July 1993, the Company and certain of its subsidiaries
acquired substantially all of the assets and assumed certain of the
liabilities of the domestic retail brokerage business and the asset
management business of Shearson Lehman Brothers Holdings Inc. As a
result of this acquisition, Smith Barney Holdings Inc., a wholly
owned subsidiary of the Company, became one of the largest retail
brokerage firms in the United States.
The Company's Investment Services segment consists of
investment banking, brokerage, asset management and other financial
services provided through Smith Barney Holdings Inc. and its
subsidiaries, mutual fund management and distribution services
provided through American Capital Management & Research, Inc. and
its subsidiaries, and investment management services provided by
RCM Capital Management, A California Limited Partnership.
The Company's Consumer Finance Services segment includes
consumer lending (including secured and unsecured personal loans,
real estate-secured loans and consumer goods financing), and credit
card and credit-related insurance services provided through
Commercial Credit Company and its subsidiaries.
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The Company's Life Insurance Services segment includes
individual life insurance, accident and health insurance, annuities
and investment products which is offered primarily through The
Travelers Insurance Company and its subsidiary and affiliated life
insurance companies. Such affiliated companies now include
Primerica Financial Services and its affiliates, Primerica Life
Insurance Company and National Benefit Life Insurance Company,
which primarily issue individual term life insurance and Transport
Life Insurance Company. Primerica Financial Services and its
affiliates are also engaged in securities brokerage consisting
primarily of mutual fund sales.
The Company's Property & Casualty Insurance Services
segment provides insurance products including workers compensation,
liability, automobile, property and multiple-peril to businesses
and other institutions and automobile and homeowners insurance to
individuals. Property and casualty insurance policies are issued
primarily by The Travelers Indemnity Company and its subsidiary and
affiliated property-casualty insurance companies which now includes
Gulf Insurance Company.
In addition to its four business segments, the Company's
Corporate and Other segment consists of unallocated expenses and
earnings primarily related to interest, corporate administration
and certain corporate investments.
The principal offices of the Company are located at 65
East 55th Street, New York, New York 10022, telephone (212) 891-
8900. The Company was incorporated in Delaware in 1988.
RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended Year Ended December 31,
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June 30, 1994 1993 1992 1991 1990 1989
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Ratio of earnings
to fixed charges ........2.76 2.79 2.63 1.85 1.56 1.49
The ratio of earnings to fixed charges has been computed
by dividing earnings available for fixed charges by fixed charges.
For the purpose of this ratio, earnings available for fixed charges
consist of pre-tax income from continuing operations adjusted for
undistributed equity earnings and minority interest and fixed
charges; and fixed charges consist of interest expense and that
portion of rentals deemed representative of the appropriate
interest factor.
DESCRIPTION OF THE NOTES
General
The 7 5/8% Notes and the 9 1/2% Notes are two outstanding
series of securities issued under an Indenture dated as of July
15, 1986, between old Travelers and Citibank, N.A., as trustee
(the "Trustee"). That indenture, as supplemented by a First
Supplemental Indenture dated as of December
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17, 1993 among old Travelers, the Company and the Trustee, is
hereinafter referred to as the "Indenture."
The following descriptions of the terms of the Notes
and the Indenture do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the
Indenture, a copy of which has been incorporated by reference or
filed as an exhibit to the Registration Statement. The Company
believes that all material terms of the Indenture are discussed
in this Prospectus. Capitalized terms used and not otherwise
defined in this section shall have the meanings assigned to them
in the Indenture. Parenthetical section references refer to
sections of the Indenture.
The Indenture does not limit the aggregate principal
amount of Notes of the Company which may be issued thereunder and
provides that Notes and other unsecured debt securities of the
Company (the "Debt Securities") may be issued thereunder from
time to time in one or more series, with the same or various
maturities and may be sold at par, a premium or an original issue
discount. The Debt Securities are unsecured obligations of the
Company.
Summary of Certain Provisions of the Indenture
Events of Default. The following are Events of Default
under the Indenture with respect to the Debt Securities of any
series: (a) failure to pay principal of any Debt Security of
that series when due; (b) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days; (c)
failure to make any sinking fund payment, when due, in respect of
any Debt Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of
series of Debt Securities other than that series), continued for
60 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization; and
(f) any other Event of Default provided with respect to Debt
Securities of that series. (Section 5.1) If an Event of Default
with respect to Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or
the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series (all affected series
to be treated as a single series in certain specified cases) may
declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that
series) of all Debt Securities of that series and the interest
accrued thereon to be due and payable immediately. However, at
any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or
decree based on such acceleration has been obtained, the Holders
of a majority in principal amount of Outstanding Debt Securities
of that series may, under certain circumstances, waive all
defaults with respect to such series and rescind and annul such
acceleration. (Section 5.1) For information as to waiver of
defaults, see "Modification and Waiver."
The Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care,
the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction
of any of the Holders, unless such Holders shall have offered to
the Trustee reasonable security or indemnity. (Section 6.2)
Subject to such provisions for security or indemnification of the
Trustee, the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series will have the right to
direct the time, method and place of
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conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series.
(Section 5.9)
The Company is required to furnish to the Trustee
annually a statement as to the performance by the Company of
certain of its obligations under the Indenture and as to any
default in such performance. (Section 3.5)
Modification and Waiver. Modifications and amendments
of the Indenture may be made by the Company and the Trustee
without the consent of Holders for the following purposes: (i) to
pledge to the Trustee any property or assets of the Company as
security for the Debt Securities; (ii) to evidence the succession
of another corporation to the Company; (iii) to add additional
covenants, restrictions, conditions or provisions with respect to
the Debt Securities and to make a default in respect thereof an
Event of Default; (iv) to cure any ambiguity or to correct or
supplement any provision of the Indenture; (v) to establish the
form or terms of Debt Securities of any series as permitted by
the Indenture; and (vi) to evidence and provide for the
acceptance of the appointment of a successor trustee or to change
the provisions of the Indenture to provide for the administration
of the trusts by more than one trustee.
Modifications and amendments of the Indenture may be
made by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of all series affected thereby
(voting as a single class); provided, however, that no such
modification or amendment may, without the consent of the Holder
of each Outstanding Debt Security affected thereby: (a) extend
the final maturity of any Debt Security; (b) reduce the principal
amount of any Debt Security; (c) reduce the rate or extend the
time of payment of interest on any Debt Security; (d) change the
currency of payment of principal or interest on any Debt
Security; (e) reduce any amount payable on redemption of any Debt
Security or reduce the amount of the principal of an Original
Issue Discount Security payable upon an acceleration of the
maturity thereof; (f) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt
Security; (g) impair any right of repayment at the option of the
Holder or (h) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of the
Holders of which is required for modification or amendment of the
Indenture. (Section 8.2)
The Holders of a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the
Holders of all Debt Securities of that series waive any past
default under the Indenture with respect to that series, except a
default in the payment of the principal of, or premium (if any)
or interest (if any) on any Debt Security of that series or in
respect of a provision which under the Indenture cannot be
modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected. (Section
5.10)
Consolidation, Merger and Sale of Assets. The Company
may not merge or consolidate with, or sell or convey all or
substantially all of its assets to, any Person, unless (i) the
Company is the continuing corporation in any such merger or
consolidation, or the Person (if other than the Company) that is
the continuing corporation in any such merger or consolidation or
that acquires all or substantially all of the assets of the
Company is a corporation organized under the laws of the United
States or any state thereof and expressly assumes the Company's
obligations on the Debt Securities and under the Indenture and
(ii) immediately after such transaction the Company or such other
Person, as the case may be, is not in default in the performance
of any of the covenants or conditions contained in the Indenture.
(Article 9)
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Defeasance. The Indenture provides that the Company,
at the Company's option, (a) will be discharged from any and all
obligations, including the Notes, (except for certain obligations
including the obligations to register the transfer or exchange of
Debt Securities, replace stolen, lost or mutilated Debt
Securities and hold moneys for payment in trust) in respect of
the Debt Securities of a series or (b) need not comply with
certain provisions, including restrictive covenants (if any) of
the Indenture, in each case if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations which,
through the payment of interest thereon and principal thereof in
accordance with their terms, will provide money in an amount
sufficient to pay all the principal (including any mandatory
sinking fund payments) of, and premium and interest, if any, on,
the Debt Securities of such series on the dates such payments are
due in accordance with the terms of such Debt Securities. To
exercise such option in case of defeasance described in clause
(b) above, the Company is required to deliver to the Trustee an
opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the Debt Securities of
such series to recognize income, gain or loss for Federal income
tax purposes. (Section 10.1)
Concerning the Trustee. Citibank, N.A. is the Trustee
under the Indenture. The Company has and may from time to time
in the future have banking relationships with the Trustee in the
ordinary course of business.
The 7 5/8% Notes
The 7 5/8% Notes mature on January 15, 1997 and bear
interest at 7 5/8% per annum. Such interest is payable semi-
annually on each July 15 and January 15 to the persons in whose
names the 7 5/8% Notes are registered on the next preceding July 1
and January 1, respectively. Principal of and interest on the
7 5/8% Notes is payable, and the 7 5/8% Notes may be presented for
registration of transfer and exchange, at the office or agency of
the Company maintained for such purposes in New York, New York.
Payment of interest may also be made by check mailed to the
registered holders, at the option of the Company.
The 7 5/8% Notes are not redeemable prior to maturity and
are not entitled to any sinking fund. The 7 5/8% Notes are currently
listed on the New York Stock Exchange.
The 7 5/8% Notes were issued only in fully registered form
without coupons, in denominations of $1,000 and integral
multiples thereof.
The 9 1/2% Notes
The 9 1/2% Notes mature on March 1, 2002 and bear interest
at 9 1/2% per annum. Such interest is payable semi-annually on each
March 1 and September 1 to the persons in whose names the 9 1/2%
Notes are registered on the next preceding February 15 or August
15, respectively. At the option of the Company, payment of
interest with respect to the 9 1/2% Notes may be made by check
mailed to the address of the Person entitled thereto as it
appears in the security register. (Sections 3.2 and 3.4)
The 9 1/2% Notes are not redeemable prior to maturity and
are not entitled to any sinking fund.
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The 9 1/2% Notes were issued only in fully registered form
in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
USE OF PROCEEDS
The Company will not receive any of the proceeds from
the sale of the Notes offered hereby. All offers and sales of
Notes pursuant to this Prospectus will be for the account of
Smith Barney in connection with market-making transactions.
MARKET-MAKING ACTIVITIES
This Prospectus may be used by Smith Barney in
connection with offers and sales of the Notes in market-making
transactions at negotiated prices related to prevailing market
prices at the time of sale. Smith Barney may act as principal or
agent in such transactions. Smith Barney has no obligation to
make a market in any of the Notes and may discontinue its market-
making activities at any time without notice, at its sole
discretion. No assurance can be made as to the existence or
liquidity of a trading market for any of the Notes.
Smith Barney, a member of the National Association of
Securities Dealers, Inc. (the "NASD") and an affiliate of the
Company, will participate in offers and sales of the Notes
covered by this Prospectus. Accordingly, such offers and sales
will conform with the requirements set forth in any applicable
sections of Schedule E to the By-Laws of the NASD.
ERISA MATTERS
By virtue of the Company's affiliation with certain of
its subsidiaries, including Smith Barney, that are involved in
investment advisory and asset management activities, the Company
and any direct or indirect subsidiary of the Company may each be
considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and a "disqualified person" under corresponding
provisions of the Internal Revenue Code of 1986 (the "Code"),
with respect to many employee benefit plans. "Prohibited
transactions" within the meaning of ERISA and the Code may result
if the Notes are acquired by an employee benefit plan with
respect to which the Company or any direct or indirect subsidiary
of the Company is a party in interest, unless such securities are
acquired pursuant to an applicable exemption. Any employee
benefit plan or other entity subject to such provisions of ERISA
or the Code proposing to acquire the Notes should consult with
its legal counsel.
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LEGAL MATTERS
The continuing validity of the Notes will be passed
upon for the Company by Charles O. Prince, III, Esq., General
Counsel of the Company, The Travelers Inc., 65 East 55th Street,
New York, New York 10022. Mr. Prince, Senior Vice President,
General Counsel and Secretary of the Company, beneficially owns,
or has rights to acquire under the Company's employee benefit
plans, an aggregate of less than 1% of the Company's Common
Stock.
EXPERTS
The consolidated financial statements and schedules of
the Company as of December 31, 1993 and 1992, and for each of the
years in the three-year period ended December 31, 1993, included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the year 1993, have been incorporated by reference
herein, in reliance upon the reports (also incorporated by
reference herein) of KPMG Peat Marwick, independent certified
public accountants, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat
Marwick covering the December 31, 1993 consolidated financial
statements refers to changes in the Company's methods of
accounting for postretirement benefits other than pensions and
accounting for postemployment benefits in 1993 and the Company's
method of accounting for income taxes in 1992. The preacquisition
consolidated balance sheets of The Travelers Corporation (old
Travelers) and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of operations and retained
earnings and cash flows for each of the three years in the period
ended December 31, 1993 (the preacquisition financial statements),
included in the Company's Annual Report on Form 10-K for the
year 1993, have been incorporated by reference herein, in
reliance upon the report which includes an explanatory
paragraph referring to changes in the method of accounting and
reporting for reinsurance in 1993, and its method of accounting
for postretirement benefits other than pensions, accounting for
income taxes and accounting for foreclosed assets in 1992 (also
incorporated by reference herein) of Coopers & Lybrand,
independent accountants, and upon the authority of said firm as
experts in accounting and auditing. The combined statement of
assets acquired and liabilities assumed of the Shearson Lehman
Brothers and SLB Asset Management Divisions ("SLBD") of Shearson
Lehman Brothers Holdings Inc. as of December 31, 1992 and 1991,
the related combined statement of operations of SLBD for the
years then ended and the combined statement of cash provided by
net income, as adjusted for non cash expenses and changes in
assets acquired and liabilities assumed, exclusive of investing
and financing activities for the year ended December 31, 1992,
included in the Company's Current Report on Form 8-K dated June
10, 1994 have been incorporated by reference herein, in reliance
upon the report (also incorporated by reference herein) of Ernst
& Young, independent auditors, given upon the authority of said
firm as experts in accounting and auditing.
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No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representations, other than
those contained in this
Prospectus or the documents
incorporated by reference
herein, in connection with the
offering contained in this
Prospectus, and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company or
Smith Barney. This Prospectus
shall not constitute an offer to
sell, or a solicitation in such
state. The delivery of this
Prospectus does not imply that
the information herein is
correct as of any time
subsequent to the date hereof.
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TABLE OF CONTENTS
Page
----
Available Information . . . . 3
Incorporation of Certain
Documents by Reference . . . . 3
The Company . . . . . . . . . 4
Ratio of Earnings to
Fixed Charges . . . . . . . . 5
Description of the Notes . . 5
Use of Proceeds . . . . . . . 9
Market-Making Activities . . 9
ERISA Matters . . . . . . . 9
Legal Matters . . . . . . . . 10
Experts . . . . . . . . . . . 10
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THE TRAVELERS INC.
$185,000,000 7 5/8% Notes due January 15, 1997
$300,000,000 9 1/2% Senior Notes due March 1, 2002
_______________
PROSPECTUS
October 11, 1994
_______________
Smith Barney Inc.
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