SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1993
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 1-9924
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THE TRAVELERS INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
65 East 55th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 891-8900
(Registrant's telephone number, including area code)
_______________
Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on which
------------------------------
Title of each class registered
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Common Stock, par value $ .01 per New York Stock Exchange and
share Pacific Stock Exchange
Depositary Shares, each representing New York Stock Exchange
1/10th of a share of 8.125%
Cumulative Preferred Stock, Series A
5.50% Convertible Preferred Stock, New York Stock Exchange
Series B
Depositary Shares, each representing 1/2 New York Stock Exchange
of a share of 9.25% Preferred Stock,
Series D
7 3/4% Notes Due June 15, 1999 New York Stock Exchange
7 5/8% Notes Due January 15, 1997 New York Stock Exchange
1998 Warrants to Purchase Common Stock New York Stock Exchange
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 May 31, 1994 was approximately $10.13 billion.
As of May 31, 1994, 324,544,023 shares of the registrant's 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, 1993 are incorporated by reference into Part II
of this Form 10-K/A-1.
Certain portions of the registrant's Proxy Statement for the 1994 Annual
Meeting of Stockholders held on April 27, 1994 are incorporated by
reference into Part III of this Form 10-K/A-1.
<PAGE>
EXPLANATORY NOTE
This Form 10--K/A-1 is being filed to include as exhibits to the
Form 10-K financial statements for certain of the Company's employee
savings plans, 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.
<PAGE>
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 preacquisition consolidated
balance sheets of The Travelers Corporation 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, 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:
<PAGE>
On October 1, 1993, the Company filed a Current Report on Form 8-K
dated September 23, 1993, reporting under Item 5 thereof its
agreement to acquire the remaining approximately 73% of the common
stock of The Travelers Corporation that it did not already own, and
certain legal proceedings arising out of the announcement of that
agreement.
On October 21, 1993, the Company filed a Current Report on Form 8-K,
dated October 18, 1993, reporting under Item 5 thereof the results
of its operations for the three months and nine months ended
September 30, 1993, and certain other selected financial data.
On December 2, 1993, the Company filed a Current Report on Form 8-K
dated November 29, 1993, including under Items 5 and 7 thereof
certain historical financial information of The Travelers
Corporation and certain pro forma financial information with respect
to its merger with The Travelers Corporation.
No other reports on Form 8-K have been filed by the Company during
the last quarter of the period covered by this report; however, on
January 13, 1994, the Company filed a Current Report on Form 8-K,
dated December 31, 1993, reporting under Item 2 thereof the
consummation of the merger of The Travelers Corporation into the
Company; and on January 26, 1994, the Company filed a Current Report
on Form 8-K, dated January 24, 1994, reporting under Item 5 thereof
the results of its operations for the three months and year ended
December 31, 1993; and on March 1, 1994, the Company filed a Current
Report on Form 8-K, dated March 1, 1994, reporting under Item 5
thereof certain information with respect to legal proceedings in
order to update the information incorporated by reference into its
shelf registration statements.
<PAGE>
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of
The Travelers Inc., as filed with the
Delaware Secretary of State on March 30,
1994.
3.02 By-Laws of the Company as amended effective
December 17, 1992, incorporated by
reference to Exhibit 3.02 to the Company's
Registration Statement on Form S-3 (No. 33-
55542).
10.01* Employment Protection Agreement, dated as
of December 31, 1987, between the Company
(as successor to Commercial Credit Company)
and Sanford I. Weill, incorporated by
reference to Exhibit 10.03 to CCC's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02.1* Stock Option Plan of the Company, as
amended through April 26, 1989,
incorporated by reference to Annex A to the
prospectus contained in the Company's
Registration Statement on Form S-8 (No. 33-
29711).
10.02.2* Amendment to the Company's Stock Option
Plan, dated October 23, 1991, incorporated
by reference to Exhibit 10.02.2 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991
(File No. 1-9924) (the "Company's 1991 10-
K").
10.02.3* Amendments to the Company's Stock Option
Plan, approved by the Company's
stockholders on April 22, 1992,
incorporated by reference to Exhibit
10.02.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992 (File No.1-9924) (the
"Company's 1992 10-K").
10.02.4* Amendment to the Company's Stock Option
Plan, dated July 22, 1992, incorporated by
reference to Exhibit 10.02.4 to the
Company's 1992 10-K.
10.02.5* Amendment No. 11 to the Company's Stock
Option Plan.
10.02.6* Amendment No. 12 to the Company's Stock
Option Plan.
10.03* Retirement Benefit Equalization Plan of
Primerica Corporation (as successor to
Primerica Holdings, Inc.), as amended.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.04* Letter Agreement between Joseph A.
Califano, Jr. and the Company, dated
December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988
(File No. 1-9924) (the "Company's 1988 10-
K").
10.05.1* The Company's Deferred Compensation Plan
for Directors, incorporated by reference to
Exhibit 10.21.2 to the Company's 1988 10-K.
10.05.2* Amendment to the Company's Deferred
Compensation Plan for Directors, dated July
22, 1992, incorporated by reference to
Exhibit 10.06.2 of the Company's 1992 10-K.
10.06.1* Supplemental Retirement Plan of the
Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-9924)
(the "Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental
Retirement Plan.
10.07* Long-Term Incentive Plan of Primerica
Corporation, as amended, incorporated by
reference to Exhibit 10.08 to the Company's
1992 10-K.
10.08.1* Capital Accumulation Plan of the Company
(the "CAP Plan"), as amended to January 31,
1993, incorporated by reference to Exhibit
10.09 to the Company's 1992 10-K.
10.08.2* Amendment No. 8 to the Company's CAP Plan.
10.09.1* Employment Agreement dated as of December
16, 1988 among Smith Barney Shearson Inc.
(formerly Smith Barney, Harris Upham & Co.
Incorporated; hereinafter "SBS"), the
Company and Frank G. Zarb (the "FGZ
Employment Agreement"), incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1989 (File
No. 1-9924).
10.09.2* Assignment Agreement and Amendment No. One
to FGZ Employment Agreement.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.10 Restated Stockholder Rights and Support
Agreement dated as of November 1, 1989 by
and among the Company and Arthur L.
Williams, Jr., Angela H. Williams, A.L.
Williams & Associates, Inc. and The A.L.
Williams & Associates, Inc. Pension and
Profit Sharing Plan, incorporated by
reference to Exhibit 10.13 to the Company's
1990 10-K.
10.11 Amended and Restated Exclusive Marketing
Agreement dated as of November 1, 1989 by
and among the Company, A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.14 to the Company's 1990 10-K.
10.12 Restated Second Amended General Agency
Agreement ("SAGAA") dated as of November 1,
1989 by and among Primerica Life Insurance
Company (formerly Massachusetts Indemnity
Life Insurance Company; hereinafter
"Primerica Life"), A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.15 to the Company's 1990 10-K.
10.13 Restated First Amendment to SAGAA dated as
of November 1, 1989 by and among Primerica
Life, A.L. Williams & Associates, Inc. and
Arthur L. Williams, Jr., incorporated by
reference to Exhibit 10.16 to the Company's
1990 10-K.
10.14 Restated and Amended Agreement of Charles
D. Adams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.17 to the Company's
1990 10-K.
10.15 Restated and Amended Agreement of Angela H.
Williams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.18 to the Company's
1990 10-K.
10.16.1 Asset Purchase Agreement dated as of March
12, 1993, by and among Shearson Lehman
Brothers Inc., SBS, the Company, American
Express Company and Shearson Lehman
Brothers Holdings Inc. (the "SLB
Agreement"), incorporated by reference to
Exhibit 10.21 to the Company's 1992 10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.16.2 Amendment No. 1, dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File
No. 1-9924) (the "Company's June 30, 1993
10-Q").
10.16.3 Amendment No. 2 dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.02 to the Company's
June 30, 1993 10-Q.
10.17.1* Employment Agreement dated June 23, 1993,
by and among SBS, the Company and Robert F.
Greenhill (the "RFG Employment Agreement"),
incorporated by reference to Exhibit 10.01
to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September
30, 1993 (File No. 1-9924) (the "Company's
September 30, 1993 10-Q").
10.17.2* Form of Amendment to the RFG Employment
Agreement.
10.18* Memorandum of Sale dated June 23, 1993,
between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.19* Registration Rights Agreement dated June
23, 1993, between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.03 to the Company's September
30, 1993 10-Q.
10.20* Restricted Shares Agreement dated June 23,
1993, by and between the Company and Robert
F. Greenhill, incorporated by reference to
Exhibit 10.04 to the Company's September
30, 1993 10-Q.
10.21 Agreement and Plan of Merger, dated as of
September 23, 1993, between the Company and
The Travelers Corporation ("old
Travelers"), incorporated by reference to
Exhibit 2.1 to the Current Report on Form
8-K of old Travelers, dated September 23,
1993 and filed with the Commission on
October 8, 1993 (File No. 1-5799).
10.22* Agreement dated December 21, 1993 between
the Company and Edward H. Budd.
10.23* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Richard H. Booth.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.24* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Robert W. Crispin.
10.25* The Travelers Corporation 1982 Stock Option
Plan, as amended January 10, 1992,
incorporated by reference to Exhibit 10(a)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1991 (File No. 1-5799) (the
"old Travelers' 1991 10-K").
10.26* The Travelers Corporation 1988 Stock
Incentive Plan, as amended April 7, 1992,
incorporated by reference to Exhibit 10(b)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1992 (File No. 1-5799) (the
"old Travelers' 1992 10-K").
10.27* The Travelers Corporation 1984 Management
Incentive Plan, as amended effective
January 1, 1991, incorporated by reference
to Exhibit 10(c) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1990 (File No. 1-
5799).
10.28* The Travelers Corporation Supplemental
Benefit Plan, effective December 20, 1992,
incorporated by reference to Exhibit 10(d)
to the Annual Report on the old Travelers'
1992 10-K.
10.29* The Travelers Corporation TESIP Restoration
and Non-Qualified Savings Plan, effective
January 1, 1991, incorporated by reference
to Exhibit 10(e) to the old Travelers' 1991
10-K.
10.30* The Travelers Severance Plan of Officers,
as amended September 23, 1993.
10.31* The Travelers Corporation Directors'
Deferred Compensation Plan, as amended
November 7, 1986, incorporated by reference
to Exhibit 10(d) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1986 (File No. 1-
5799).
11.01 Computation of Earnings Per Share.
12.01** Computation of Ratio of Earnings to Fixed Electronic
Charges.
13.01 Pages 24 through 57 of the 1993 Annual Report
to Stockholders of the Company.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick, Independent
Certified Public Accountants.
23.02 Consent of Coopers & Lybrand, Independent
Accountants.
23.03** Accountants' consents to incorporation Electronic
by reference of reports filed with
Exhibits 99.11, 99.12 and 99.13.
24.01 Powers of Attorney.
28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule
P of the Consolidated Annual Statement of
The Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers.
99.01 Consolidated balance sheets of The
Travelers Corporation 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, together
with the notes thereto and the related
report of Independent Accountants.
99.02 The last paragraph of page 2 and the first
two paragraphs of page 3 of the Company's
Current Report on Form 8-K dated September
23, 1993 (File No. 1-9924), the third
paragraph of page 26 of the Company's
September 30, 1993 10-Q, and the third
paragraph of page 2 of the Company's
Current Report on Form 8-K dated
March 1, 1994 (File No. 1-9924) (the
"Company's March 1, 1994 8-K").
99.03 The third and fourth paragraphs of page 30
of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989
(File No. 1-9924) (the "Company's 1989 10-
K").
99.04 The first, second and third paragraphs of
page 31 of the Company's 1989 10-K, and the
first paragraph of page 30 of the Company's
1990 10-K.
99.05 The fourth paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.06 The fourth paragraph of page 31 of the
Company's 1989 10-K, and the fourth full
paragraph of page 26 of the Company's 1991
10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.07 The first full paragraph of page 26 of the
Company's 1992 10-K.
99.08 The fourth paragraph of page 2 of the
Company's March 1, 1994 8-K.
99.09 The paragraph that begins on page 2 and
ends on page 3 of the Company's March 1,
1994 8-K.
99.10 The second paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.11** 1993 Financial Statements of The Travelers Electronic
Inc. 401(k) Savings Plan.
99.12** 1993 Financial Statements of The Travelers Electronic
Savings, Investment and Stock Ownership
Plan.
99.13** 1993 Financial Statements of the American Electronic
Capital Management & Research, Inc. Profit
Sharing and Savings Plan.
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 1993 for the
Company's employee savings plans are being filed as exhibits 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 (except that no charge will be made for the
1993 Annual Report on Form 10-K) to security holders who make written
request therefor to Corporate Communications and Investor Relations
Department, The Travelers Inc., 65 East 55th Street, New York, New
York 10022.
______________________________
* 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>
SIGNATURES
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 24th day of
June, 1994.
THE TRAVELERS INC.
(Registrant)
By: /s/ IRWIN ETTINGER
. . . . . . . . . . . . . . . . . . . .
Irwin Ettinger
Senior Vice President
<PAGE>
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of
The Travelers Inc., as filed with the
Delaware Secretary of State on March 30,
1994.
3.02 By-Laws of the Company as amended effective
December 17, 1992, incorporated by
reference to Exhibit 3.02 to the Company's
Registration Statement on Form S-3 (No. 33-
55542).
10.01* Employment Protection Agreement, dated as
of December 31, 1987, between the Company
(as successor to Commercial Credit Company)
and Sanford I. Weill, incorporated by
reference to Exhibit 10.03 to CCC's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02.1* Stock Option Plan of the Company, as
amended through April 26, 1989,
incorporated by reference to Annex A to the
prospectus contained in the Company's
Registration Statement on Form S-8 (No. 33-
29711).
10.02.2* Amendment to the Company's Stock Option
Plan, dated October 23, 1991, incorporated
by reference to Exhibit 10.02.2 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991
(File No. 1-9924) (the "Company's 1991 10-
K").
10.02.3* Amendments to the Company's Stock Option
Plan, approved by the Company's
stockholders on April 22, 1992,
incorporated by reference to Exhibit
10.02.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992 (File No.1-9924) (the
"Company's 1992 10-K").
10.02.4* Amendment to the Company's Stock Option
Plan, dated July 22, 1992, incorporated by
reference to Exhibit 10.02.4 to the
Company's 1992 10-K.
10.02.5* Amendment No. 11 to the Company's Stock
Option Plan.
10.02.6* Amendment No. 12 to the Company's Stock
Option Plan.
10.03* Retirement Benefit Equalization Plan of
Primerica Corporation (as successor to
Primerica Holdings, Inc.), as amended.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.04* Letter Agreement between Joseph A.
Califano, Jr. and the Company, dated
December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988
(File No. 1-9924) (the "Company's 1988 10-
K").
10.05.1* The Company's Deferred Compensation Plan
for Directors, incorporated by reference to
Exhibit 10.21.2 to the Company's 1988 10-K.
10.05.2* Amendment to the Company's Deferred
Compensation Plan for Directors, dated July
22, 1992, incorporated by reference to
Exhibit 10.06.2 of the Company's 1992 10-K.
10.06.1* Supplemental Retirement Plan of the
Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-9924)
(the "Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental
Retirement Plan.
10.07* Long-Term Incentive Plan of Primerica
Corporation, as amended, incorporated by
reference to Exhibit 10.08 to the Company's
1992 10-K.
10.08.1* Capital Accumulation Plan of the Company
(the "CAP Plan"), as amended to January 31,
1993, incorporated by reference to Exhibit
10.09 to the Company's 1992 10-K.
10.08.2* Amendment No. 8 to the Company's CAP Plan.
10.09.1* Employment Agreement dated as of December
16, 1988 among Smith Barney Shearson Inc.
(formerly Smith Barney, Harris Upham & Co.
Incorporated; hereinafter "SBS"), the
Company and Frank G. Zarb (the "FGZ
Employment Agreement"), incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1989 (File
No. 1-9924).
10.09.2* Assignment Agreement and Amendment No. One
to FGZ Employment Agreement.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.10 Restated Stockholder Rights and Support
Agreement dated as of November 1, 1989 by
and among the Company and Arthur L.
Williams, Jr., Angela H. Williams, A.L.
Williams & Associates, Inc. and The A.L.
Williams & Associates, Inc. Pension and
Profit Sharing Plan, incorporated by
reference to Exhibit 10.13 to the Company's
1990 10-K.
10.11 Amended and Restated Exclusive Marketing
Agreement dated as of November 1, 1989 by
and among the Company, A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.14 to the Company's 1990 10-K.
10.12 Restated Second Amended General Agency
Agreement ("SAGAA") dated as of November 1,
1989 by and among Primerica Life Insurance
Company (formerly Massachusetts Indemnity
Life Insurance Company; hereinafter
"Primerica Life"), A.L. Williams &
Associates, Inc. and Arthur L. Williams,
Jr., incorporated by reference to Exhibit
10.15 to the Company's 1990 10-K.
10.13 Restated First Amendment to SAGAA dated as
of November 1, 1989 by and among Primerica
Life, A.L. Williams & Associates, Inc. and
Arthur L. Williams, Jr., incorporated by
reference to Exhibit 10.16 to the Company's
1990 10-K.
10.14 Restated and Amended Agreement of Charles
D. Adams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.17 to the Company's
1990 10-K.
10.15 Restated and Amended Agreement of Angela H.
Williams dated as of November 1, 1989 for
the benefit of each of the Company, A.L.
Williams & Associates, Inc. and The A.L.
Williams Corporation, incorporated by
reference to Exhibit 10.18 to the Company's
1990 10-K.
10.16.1 Asset Purchase Agreement dated as of March
12, 1993, by and among Shearson Lehman
Brothers Inc., SBS, the Company, American
Express Company and Shearson Lehman
Brothers Holdings Inc. (the "SLB
Agreement"), incorporated by reference to
Exhibit 10.21 to the Company's 1992 10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.16.2 Amendment No. 1, dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993 (File
No. 1-9924) (the "Company's June 30, 1993
10-Q").
10.16.3 Amendment No. 2 dated as of July 31, 1993,
to the SLB Agreement, incorporated by
reference to Exhibit 10.02 to the Company's
June 30, 1993 10-Q.
10.17.1* Employment Agreement dated June 23, 1993,
by and among SBS, the Company and Robert F.
Greenhill (the "RFG Employment Agreement"),
incorporated by reference to Exhibit 10.01
to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September
30, 1993 (File No. 1-9924) (the "Company's
September 30, 1993 10-Q").
10.17.2* Form of Amendment to the RFG Employment
Agreement.
10.18* Memorandum of Sale dated June 23, 1993,
between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.19* Registration Rights Agreement dated June
23, 1993, between the Company and Robert F.
Greenhill, incorporated by reference to
Exhibit 10.03 to the Company's September
30, 1993 10-Q.
10.20* Restricted Shares Agreement dated June 23,
1993, by and between the Company and Robert
F. Greenhill, incorporated by reference to
Exhibit 10.04 to the Company's September
30, 1993 10-Q.
10.21 Agreement and Plan of Merger, dated as of
September 23, 1993, between the Company and
The Travelers Corporation ("old
Travelers"), incorporated by reference to
Exhibit 2.1 to the Current Report on Form
8-K of old Travelers, dated September 23,
1993 and filed with the Commission on
October 8, 1993 (File No. 1-5799).
10.22* Agreement dated December 21, 1993 between
the Company and Edward H. Budd.
10.23* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Richard H. Booth.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.24* Employment Agreement dated December 31,
1993 between The Travelers Insurance Group
Inc. and Robert W. Crispin.
10.25* The Travelers Corporation 1982 Stock Option
Plan, as amended January 10, 1992,
incorporated by reference to Exhibit 10(a)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1991 (File No. 1-5799) (the
"old Travelers' 1991 10-K").
10.26* The Travelers Corporation 1988 Stock
Incentive Plan, as amended April 7, 1992,
incorporated by reference to Exhibit 10(b)
to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended
December 31, 1992 (File No. 1-5799) (the
"old Travelers' 1992 10-K").
10.27* The Travelers Corporation 1984 Management
Incentive Plan, as amended effective
January 1, 1991, incorporated by reference
to Exhibit 10(c) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1990 (File No. 1-
5799).
10.28* The Travelers Corporation Supplemental
Benefit Plan, effective December 20, 1992,
incorporated by reference to Exhibit 10(d)
to the Annual Report on the old Travelers'
1992 10-K.
10.29* The Travelers Corporation TESIP Restoration
and Non-Qualified Savings Plan, effective
January 1, 1991, incorporated by reference
to Exhibit 10(e) to the old Travelers' 1991
10-K.
10.30* The Travelers Severance Plan of Officers,
as amended September 23, 1993.
10.31* The Travelers Corporation Directors'
Deferred Compensation Plan, as amended
November 7, 1986, incorporated by reference
to Exhibit 10(d) to the Annual Report on
Form 10-K of old Travelers for the fiscal
year ended December 31, 1986 (File No. 1-
5799).
11.01 Computation of Earnings Per Share.
12.01** Computation of Ratio of Earnings to Fixed Electronic
Charges.
13.01 Pages 24 through 57 of the 1993 Annual Report
to Stockholders of the Company.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick, Independent
Certified Public Accountants.
23.02 Consent of Coopers & Lybrand, Independent
Accountants.
23.03** Accountants' consents to incorporation Electronic
by reference of reports filed with
Exhibits 99.11, 99.12 and 99.13.
24.01 Powers of Attorney.
28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule
P of the Consolidated Annual Statement of
The Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers.
99.01 Consolidated balance sheets of The
Travelers Corporation 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, together
with the notes thereto and the related
report of Independent Accountants.
99.02 The last paragraph of page 2 and the first
two paragraphs of page 3 of the Company's
Current Report on Form 8-K dated September
23, 1993 (File No. 1-9924), the third
paragraph of page 26 of the Company's
September 30, 1993 10-Q, and the third
paragraph of page 2 of the Company's
Current Report on Form 8-K dated
March 1, 1994 (File No. 1-9924) (the
"Company's March 1, 1994 8-K").
99.03 The third and fourth paragraphs of page 30
of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989
(File No. 1-9924) (the "Company's 1989 10-
K").
99.04 The first, second and third paragraphs of
page 31 of the Company's 1989 10-K, and the
first paragraph of page 30 of the Company's
1990 10-K.
99.05 The fourth paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.06 The fourth paragraph of page 31 of the
Company's 1989 10-K, and the fourth full
paragraph of page 26 of the Company's 1991
10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.07 The first full paragraph of page 26 of the
Company's 1992 10-K.
99.08 The fourth paragraph of page 2 of the
Company's March 1, 1994 8-K.
99.09 The paragraph that begins on page 2 and
ends on page 3 of the Company's March 1,
1994 8-K.
99.10 The second paragraph of page 26 of the
Company's September 30, 1993 10-Q.
99.11** 1993 Financial Statements of The Travelers Electronic
Inc. 401(k) Savings Plan.
99.12** 1993 Financial Statements of The Travelers Electronic
Savings, Investment and Stock Ownership
Plan.
99.13** 1993 Financial Statements of the American Electronic
Capital Management & Research, Inc. Profit
Sharing and Savings Plan.
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 1993 for the
Company's employee savings plans are being filed as exhibits 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 (except that no charge will be made for the
1993 Annual Report on Form 10-K) to security holders who make written
request therefor to Corporate Communications and Investor Relations
Department, The Travelers Inc., 65 East 55th Street, New York, New
York 10022.
______________________________
* 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.
<TABLE><CAPTION>
EXHIBIT 12.01
The Travelers Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
ALL COMPANIES CONSOLIDATED
(In millions of dollars)
Year ended December 31,
------------------------------------------------------------------------------------
1993 1992 1991 1990 1989
- - - - - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income from continuing operations
before income taxes, minority
interests and cumulative effect of
changes in accounting principle... $1,523 $1,188 $ 791 $ 602 $513
Elimination of undistributed
equity earnings............. (116) (26) (5) (3) -
Pre-tax minority interest........... (32) - - - -
Add:
Interest.......................... 707 674 876 1,027 1,001
Interest portion of rentals....... 61 38 46 43 39
----- ----- ----- ----- -----
Income available for fixed charges.. $2,143 $1,874 $1,708 $1,669 $1,553
===== ===== ===== ===== =====
Fixed charges:
Interest.......................... $ 707 $ 674 $876 $1,027 $1,001
Interest portion of rentals....... 61 38 46 43 39
----- ----- ----- ----- -----
Fixed charges....................... $ 768 $ 712 $ 922 $1,070 $1,040
===== ===== ===== ===== =====
Ratio of earnings to fixed
charges ................. 2.79x 2.63x 1.85x 1.56x 1.49x
===== ===== ===== ===== =====
</TABLE>
EXHIBIT 23.03
Consent of Independent Auditors
-------------------------------
To the Annuity Board of The Travelers Inc. 401(k)
Savings Plan:
We consent to incorporation by reference in the Registration
Statements (Nos. 33-32130, 33-43997 and 33-59524) on Form S-8 of
The Travelers Inc. 401(k) Savings Plan of our report dated June
16, 1994 relating to the combining statements of financial
position of The Travelers Inc. 401(k) Savings Plan as of December
31, 1993 and 1992 and the related combining statements of
operations and changes in plan equity for the years then ended
which report is being filed with Form 10-K/A-1 as an amendment to
the 1993 Annual Report on Form 10-K of The Travelers Inc.
/s/ KPMG Peat Marwick
KPMG PEAT MARWICK
Baltimore, Maryland
June 24, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement
of The Travelers Inc. on Form S-8 (File No. 33-52027) of our report, which
includes an explanatory paragraph concerning the fact that in 1993 the Plan
changed its method of accounting for amounts allocated to participants who
have elected to withdraw from the Plan, but have not yet been paid, and an
explanatory paragraph concerning the fact that net assets available for
plan benefits include securities whose values have been estimated by the
trustee of ESOP (Fund 9) and that those values may differ significantly
from the values that would have been used had a ready market for the
securities existed, dated March 18, 1994 on our audits of the statements of
net assets available for plan benefits as of December 31, 1993 and 1992,
and the related statements of changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1993
of The Travelers Savings, Investment and Stock Ownership Plan, which report
is being filed with Form 10-K/A-1 as an amendment to the 1993 Annual Report
on Form 10-K of The Travelers Inc.
/s/ Coopers & Lybrand
Coopers & Lybrand
Hartford, Connecticut
June 24, 1994
<PAGE>
Exhibit 23.03
-------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
American Capital Management & Research, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-37399) of our report dated May 26,
1994 relating the financial statements of American Capital
Management & Research, Inc. Profit Sharing and Savings Plan as of
December 31, 1993 and 1992, and for each of the years in the two-
year period ended December 31, 1993, which report is being filed with
Form 10-K/A-1 as an amendment to the 1993 Annual Report on Form 10-K
of The Travelers Inc.
/s/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
Houston, Texas
June 22, 1994
EXHIBIT 99.11
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(Formerly Primerica Corporation Savings Plan)
December 31, 1993 and 1992
Index
Page
----
Independent Auditors' Report 1
Combining Financial Statements:
Combining Statement of Financial Position at
December 31, 1993 2
Combining Statement of Financial Position at
December 31, 1992 8
Combining Statement of Operations and Changes
in Plan Equity for the year ended
December 31, 1993 12
Combining Statement of Operations and Changes
in Plan Equity for the year ended
December 31, 1992 18
Notes to Financial Statements 23
Supplemental Schedules:
Item 27a -- Schedule of Assets Held for Investment
Purposes at December 31, 1993 36
Item 27d -- Schedule of Reportable Transactions for
the year ended December 31, 1993 37
The other schedules required by Item 27 of Form 5500 are
not applicable and are therefore omitted.
<PAGE>
Independent Auditors' Report
----------------------------
To the Annuity Board of
The Travelers Inc. 401(k) Savings Plan:
We have audited the accompanying combining statements of
financial position of The Travelers Inc. 401(k) Savings Plan
(formerly Primerica Corporation Savings Plan) as of December 31,
1993 and 1992, and the related combining statements of operations
and changes in plan equity for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the combining financial statements referred to
above present fairly, in all material respects, the financial
position of the Plan as of December 31, 1993 and 1992, and the
results of its operations and changes in plan equity for the
years then ended in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for purposes of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund
information in the combining statements of financial position
and the combining statements of operations and changes in plan
equity is presented for purposes of additional analysis rather
than to present the financial position and statements of
operations and changes in plan equity of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK
Baltimore, Maryland
June 16, 1994
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
The American American American American
Travelers Inc. Capital Capital Capital Capital
Common Stock Reserve Gov't. Securities Comstock Emerging Growth
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 110,793,540 12,022,631 4,780,310 7,306,554 11,146,795
Cash 167,082 -- -- -- --
Dividends and Other Receivables 40 -- -- -- --
----------- ---------- ---------- ---------- ----------
Total Assets $ 110,960,662 12,022,631 4,780,310 7,306,554 11,146,795
=========== ========== ========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ 9,397,268 -- -- -- --
----------- ---------- ---------- ---------- ----------
Total Liabilities $ 9,397,268 -- -- -- --
Plan Equity 101,563,394 12,022,631 4,780,310 7,306,554 11,146,795
----------- ---------- ---------- ---------- ----------
Total Liabilities and Plan Equity $ 110,960,662 12,022,631 4,780,310 7,306,554 11,146,795
=========== ========== ========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
2
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Common Common Common Common
Sense Sense Sense Sense
Money Market Government Growth & Income Growth Loan
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 2,996,511 785,330 2,060,532 2,750,817 12,345,844
Cash -- -- -- -- --
Dividends and Other Receivables -- -- -- -- --
---------- --------- ---------- ---------- ----------
Total Assets $ 2,996,511 785,330 2,060,532 2,750,817 12,345,844
========== ========== ========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
---------- --------- ---------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity $ 2,996,511 785,330 2,060,532 2,750,817 12,345,844
---------- --------- ---------- ---------- ----------
Total Liabilities and Plan Equity $ 2,996,511 785,330 2,060,532 2,750,817 12,345,844
========== ========== ========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
3
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney
Income and U.S. Government Income Smith Barney Money Fund/
Growth Securities Return Equity Government
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 78,563,180 21,888,499 10,210,027 9,148,249 14,480,197
Cash -- -- -- -- --
Dividends and Other Receivables -- -- -- -- --
------------- ---------- ---------- ---------- ----------
Total Assets $ 78,563,180 21,888,499 10,210,027 9,148,249 14,480,197
============= ========== ========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
------------- ---------- ---------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 78,563,180 21,888,499 10,210,027 9,148,249 14,480,197
------------- ---------- ---------- ---------- ----------
Total Liabilities and Plan Equity $ 78,563,180 21,888,499 10,210,027 9,148,249 14,480,197
============= ========== ========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
4
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
American American Salomon
Smith Barney Connecticut Capital Express Daily Brothers
World General Enterprise Dividend Capital
Assets Fund GIC Fund Fund Fund
------ ---- --- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 28,578,248 16,837,757 2,926,835 15,158,886 3,069,805
Cash -- -- -- -- --
Dividends and Other Receivables -- 138,785 -- 1,375 --
------------- ---------- ---------- ---------- ---------
Total Assets $ 28,578,248 16,976,542 2,926,835 15,160,261 3,069,805
============ ========== ========== ========== =========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
------------ ---------- ---------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 28,578,248 16,976,542 2,926,835 15,160,261 3,069,805
------------ ---------- ---------- ---------- ----------
Total Liabilities and Plan Equity $ 28,578,248 16,976,542 2,926,835 15,160,261 3,069,805
============ ========== ========== ========== =========
</TABLE>
(continued)
See notes to combining financial statements.
5
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Shearson Shearson Shearson Shearson
High Aggressive Shearson Diversified Global
Income Growth Appreciation Strategic Opportunities
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 15,665,918 36,915,197 116,965,850 8,361,643 22,440,353
Cash 5,883 7,739 21,115 2,600 3,412
Dividends and Other Receivables -- -- -- -- --
------------ ---------- ----------- --------- ----------
Total Assets $ 15,671,801 36,922,936 116,986,965 8,364,243 22,443,765
============ ========== =========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ 5,883 7,452 20,828 2,026 3,412
------------ ---------- ----------- --------- ----------
Total Liabilities 5,883 7,452 20,828 2,026 3,412
Plan Equity 15,665,918 36,915,484 116,966,137 8,362,217 22,440,353
------------ ---------- ----------- --------- ----------
Total Liabilities and Plan Equity $ 15,671,801 36,922,936 116,986,965 8,364,243 22,443,765
============ ========== =========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
6
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1993
----------------------------------------------------------------------
Shearson American Deferred
Shearson Fixed Express Profit
Utility Income Common Stock Sharing
Assets Fund Fund Fund Plan Total
------ ---- ---- ---- ------- -----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 14,409,854 111,716,118 86,886,244 80,655 781,292,379
Cash 2,576 29,446 -- -- 239,853
Dividends and Other Receivables -- 60 760 -- 141,020
---------- ----------- ---------- ------- -----------
Total Assets $ 14,412,430 111,745,624 86,887,004 80,655 781,673,252
========== =========== ========== ======= ===========
Liabilities and Plan Equity
- - - - - ---------------------------
Payable for Stock Purchases $ 2,576 -- -- -- 9,439,445
---------- ----------- ---------- ------- -----------
Total Liabilities 2,576 -- -- -- 9,439,445
Plan Equity 14,409,854 111,745,624 86,887,004 80,655 772,233,807
---------- ----------- ---------- ------- -----------
Total Liabilities and Plan Equity $ 14,412,430 111,745,624 86,887,004 80,655 781,673,252
========== =========== ========== ======= ===========
</TABLE>
See notes to combining financial statements.
7
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
The Travelers
Inc. American American American American
Common Capital Capital Capital Capital
Stock Reserve Gov't. Securities Comstock Emerging Growth
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 53,080,678 14,264,450 4,617,647 6,813,865 3,096,819
Cash -- -- -- -- --
Receivables from Smith Barney, Harris
Upham & Co., Incorporated 5,747 -- -- -- --
Dividends and Other Receivables 531 -- -- -- --
Employer Contributions Receivable -- -- -- -- --
---------- ---------- ----------- ---------- ----------
Total Assets $ 53,086,956 14,264,450 4,617,647 6,813,865 3,096,819
========== ========== =========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payables to Smith Barney, Harris
Upham & Co., Incorporated $ 35,262 -- -- -- --
Payable for Stock Purchases 3,155,834 -- -- -- --
---------- ---------- ----------- ---------- ----------
Total Liabilities 3,191,096 -- -- -- --
Plan Equity 49,895,860 14,264,450 4,617,647 6,813,865 3,096,819
---------- ---------- ----------- ---------- ----------
Total Liabilities and Plan Equity $ 53,086,956 14,264,450 4,617,647 6,813,865 3,096,819
========== ========== =========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
8
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
Common Common Common Common Bankers
Sense Sense Sense Sense Trust
Money Market Government Growth & Income Growth GIC
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 3,227,280 482,542 1,598,800 2,352,506 1,053,897
Cash -- -- -- -- --
Receivables from Smith Barney, Harris
Upham & Co., Incorporated -- -- -- -- --
Dividends and Other Receivables
Employer Contributions Receivable -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Assets $ 3,227,280 482,542 1,598,800 2,352,506 1,053,897
=========== ========== =========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payables to Smith Barney, Harris
Upham & Co., Incorporated $ -- -- -- -- --
Payable for Stock Purchases -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 3,227,280 482,542 1,598,800 2,352,506 1,053,897
----------- ---------- ----------- ---------- ----------
Total Liabilities and Plan Equity $ 3,227,280 482,542 1,598,800 2,352,506 1,053,897
=========== ========== =========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
9
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney
Income and U.S. Government Income Smith Barney Money Fund/
Growth Securities Return Equity Government
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 69,115,184 22,989,178 8,673,808 7,138,145 12,790,095
Cash -- -- -- -- --
Receivables from Smith Barney, Harris
Upham & Co., Incorporated -- 72,714 19,443 1,024 6
Dividends and Other Receivables 29 10 5 6 42,897
Employer Contributions Receivable -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Assets $ 69,115,213 23,061,902 8,693,256 7,139,175 12,832,998
============ ========== =========== ========== ==========
Liabilities and Plan Equity
- - - - - ---------------------------
Payables to Smith Barney, Harris
Upham & Co., Incorporated $ 12,867 2,062 186 159 335
Payable for Stock Purchases -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Liabilities 12,867 2,062 186 159 335
Plan Equity 69,102,346 23,059,840 8,693,070 7,139,016 12,832,663
----------- ---------- ----------- ---------- ----------
Total Liabilities and Plan Equity $ 69,115,213 23,061,902 8,693,256 7,139,175 12,832,998
============ ========== =========== ========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
10
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Financial Position
December 31, 1993 and 1992
December 31, 1992
----------------------------------------------------------------------
Deferred
Smith Barney Connecticut Profit
World General Loan Sharing
Assets Fund GIC Fund Plan Total
------ ---- --- ---- ------- -----
<S> <C> <C> <C> <C> <C>
Investments, at Fair Value (Notes 2 and 3) $ 13,691,273 17,392,077 10,384,942 78,585 252,841,771
Cash -- -- -- 11,548 11,548
Receivables from Smith Barney, Harris
Upham & Co., Incorporated 4,718 39 -- -- 103,691
Dividends and Other Receivables 7 148,535 -- -- 192,020
Employer Contributions Receivable -- -- -- -- --
------------ ---------- ---------- ------- -----------
Total Assets $ 13,695,998 17,540,651 10,384,942 90,133 253,149,030
============ ========== ========== ======= ===========
Liabilities and Plan Equity
- - - - - ---------------------------
Payables to Smith Barney, Harris
Upham & Co., Incorporated $ 326 470 -- -- 51,667
Payable for Stock Purchases -- -- -- -- 3,155,834
------------ ---------- ---------- ======= -----------
Total Liabilities 326 470 -- -- 3,207,501
Plan Equity 13,695,672 17,540,181 10,384,942 90,133 249,941,529
============ ========== ========== ======= ===========
Total Liabilities and Plan Equity $ 13,695,998 17,540,651 10,384,942 90,133 253,149,030
============ ========== ========== ======= ===========
</TABLE>
See notes to combining financial statements.
11
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
The American American American American
Travelers Inc. Capital Capital Capital Capital
Common Stock Reserve Gov't. Securities Comstock Emerging Growth
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 939,939 278,672 354,506 936,994 655,394
Interest 111,353 10,661 3,962 6,941 3,925
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) 30,486,208 -- (72,838) (329,994) 880,948
----------- ---------- ----------- ----------- ----------
31,537,500 289,333 285,630 613,941 1,540,267
Contributions:
Employer 8,469,800 -- -- -- --
Participants 7,267,646 1,066,910 792,071 969,348 2,575,544
Rollover 1,035,526 149,158 127,288 110,062 165,159
----------- ---------- ----------- ----------- ----------
16,772,972 1,216,068 919,359 1,079,410 2,740,703
Distributions to Participants (6,964,910) (1,521,535) (562,030) (625,127) (449,221)
Loan Activity, Net (774,138) (73,764) (41,805) (19,919) 72,721
Transfers From (To) Other Funds 11,096,110 (2,151,921) (438,491) (555,616) 4,145,506
----------- ---------- ----------- ----------- ----------
Increase (Decrease) in Plan Equity 51,667,534 (2,241,819) 162,663 492,689 8,049,976
Plan Equity, Beginning of Year 49,895,860 14,264,450 4,617,647 6,813,865 3,096,819
Transfer of Net Assets from
Shearson Plan -- -- -- -- --
----------- ---------- ----------- ----------- ----------
Plan Equity, End of Year $101,563,394 12,022,631 4,780,310 7,306,554 11,146,795
=========== ========== =========== =========== ==========
</TABLE>
See notes to combining financial statements.
12
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Common Common Common Common
Sense Sense Sense Sense
Money Market Government Growth & Income Growth Loan
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 77,799 80,149 172,491 212,036 --
Interest 10,038 3,398 7,970 8,807 --
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) -- (28,371) (7,658) 18,986 --
----------- ---------- ----------- ----------- ----------
87,837 55,176 172,803 239,829 --
Contributions:
Employer -- -- -- -- --
Participants 231,078 140,826 296,847 400,305 --
Rollover 81,372 -- 21,855 14,850 --
----------- ---------- ----------- ----------- ----------
312,450 140,826 318,702 415,155 --
Distributions to Participants (143,582) (9,105) (76,857) (109,341) (32,888)
Loan Activity, Net (80,511) (7,877) (35,470) (42,507) 556,428
Transfers From (To) Other Funds (406,963) 123,768 82,554 (104,825) --
----------- ---------- ----------- ----------- ----------
Increase (Decrease) in Plan Equity (230,769) 302,788 461,732 398,311 523,540
Plan Equity, Beginning of Year 3,227,280 482,542 1,598,800 2,352,506 10,384,942
Transfer of Net Assets from
Shearson Plan -- -- -- -- 42,487
----------- ---------- ----------- ----------- ----------
Plan Equity, End of Year $ 2,996,511 785,330 2,060,532 2,750,817 10,950,969
=========== ========== =========== =========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
13
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Bankers Smith Barney Smith Barney Smith Barney
Trust Income and U.S. Government Income Smith Barney
GIC Growth Securities Return Equity
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ -- 6,650,106 1,773,370 466,215 754,342
Interest -- 597 242 174 110
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) -- 4,865,423 (319,917) (115,400) 581,631
----------- ---------- ----------- ----------- ---------
-- 11,516,126 1,453,695 350,989 1,336,083
Contributions:
Employer -- -- -- -- --
Participants -- 8,616,298 1,544,304 1,611,230 1,017,992
Rollover -- 669,910 199,620 927,071 449,626
----------- ---------- ----------- ----------- ---------
-- 9,286,208 1,743,924 2,538,301 1,467,618
Distributions to Participants -- (4,512,150) (2,148,600) (696,235) (465,696)
Loan Activity, Net -- (188,709) 19,574 10,097 (28,715)
Transfers From (To) Other Funds (1,053,897) (6,640,641) (2,239,934) (686,195) (300,057)
----------- ---------- ----------- ----------- ---------
Increase (Decrease) in Plan Equity (1,053,897) 9,460,834 (1,171,341) 1,516,957 2,009,233
Plan Equity, Beginning of Year 1,053,897 69,102,346 23,059,840 8,673,070 7,139,016
Transfer of Net Assets from
Shearson Plan -- -- -- -- --
----------- ---------- ---------- ---------- ---------
Plan Equity, End of Year $ -- 78,563,180 21,888,499 10,210,027 9,148,249
=========== ========== ========== ========== =========
</TABLE>
(continued)
See notes to combining financial statements.
14
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Smith Barney American American
Money Fund/ Smith Barney Connecticut Capital Express Daily
Government World General Enterprise Dividend
Fund Fund GIC Fund Fund
---- ---- --- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 401,351 238,972 2,176,142 275,375 32,030
Interest 918 114 241 34 1,366
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) -- 8,802,796 -- (81,183) 191,115
----------- ---------- ----------- ----------- ---------
402,269 9,041,882 2,176,383 194,226 224,511
Contributions:
Employer -- -- -- -- --
Participants 4,452,470 3,154,580 -- 774,820 287,385
Rollover 70,705 577,342 -- 172,562 --
----------- ---------- ----------- ----------- ---------
4,523,175 3,731,922 -- 947,382 287,385
Distributions to Participants (1,746,251) (715,581) (1,362,611) (59,631) --
Loan Activity, Net 190,447 (34,241) (216,575) (1,712) --
Transfers From (To) Other Funds (1,722,106) 2,858,594 (1,160,836) 1,846,570 (232,948)
----------- ---------- ----------- ----------- ----------
Increase (Decrease) in Plan Equity 1,647,534 14,882,576 (563,639) 2,926,835 278,948
Plan Equity, Beginning of Year 12,832,663 13,695,672 17,540,181 -- --
Transfer of Net Assets from
Shearson Plan -- -- -- -- 14,881,313
----------- ---------- ----------- ----------- ----------
Plan Equity, End of Year $14,480,197 28,578,248 16,976,542 2,926,835 15,160,261
=========== ========== ========== =========== ==========
</TABLE>
(continued)
See notes to combining financial statements.
15
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Salomon Shearson Shearson Shearson
Brothers High Aggressive Shearson Diversified
Capital Income Growth Appreciation Strategic
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 2,288 123,224 444 1,852,550 56,216
Interest 278 -- -- -- --
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) 104,460 259,744 1,530,627 1,159,808 211,448
--------- ---------- ----------- ----------- ---------
107,026 382,968 1,531,071 3,012,358 267,664
Contributions:
Employer -- -- -- -- --
Participants -- 219,845 406,066 847,066 118,314
Rollover -- 22,927 7,799 100,594 295
--------- ---------- ----------- ----------- ---------
-- 242,772 413,865 947,660 118,609
Distributions to Participants -- -- -- -- --
Loan Activity, Net -- -- -- -- --
Transfers From (To) Other Funds (17,766) (235,776) (338,554) (547,055) (77,885)
--------- ---------- ----------- ----------- ---------
Increase (Decrease) in Plan Equity 89,260 389,964 1,606,382 3,412,963 308,388
Plan Equity, Beginning of Year -- -- -- -- --
Transfer of Net Assets from
Shearson Plan 2,980,545 15,275,954 35,309,102 113,553,174 8,053,829
--------- ---------- ----------- ----------- ---------
Plan Equity, End of Year $3,069,805 15,665,918 36,915,484 116,966,137 8,362,217
========== ========== =========== =========== =========
</TABLE>
(continued)
See notes to combining financial statements.
16
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1993
---------------------------------------------------------------------------------
Shearson Shearson American
Global Shearson Fixed Express
Opportunities Utility Income Common Stock
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment Activity:
Dividends $ 63,091 71,324 -- --
Interest -- -- 764,610 760
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) 1,486,106 186,019 -- (68,609)
--------- ---------- ----------- -----------
1,549,197 257,343 764,610 (67,849)
Contributions:
Employer -- -- -- --
Participants 262,464 282,713 915,919 --
Rollover 47,663 -- 129,460 607
--------- ---------- ----------- -----------
310,127 282,713 1,045,379 607
Distributions to Participants -- -- -- (348,535)
Loan Activity, Net -- -- -- --
Transfers From (To) Other Funds (231,789) (114,130) (544,490) (351,227)
--------- ---------- ----------- -----------
Increase (Decrease) in Plan Equity 1,627,535 425,926 1,265,499 (767,004)
Plan Equity, Beginning of Year -- -- -- --
Transfer of Net Assets from:
Shearson Plan 20,812,818 13,983,928 110,480,125 87,654,008
---------- ---------- ----------- ----------
Plan Equity, End of Year $22,440,353 14,409,854 111,745,624 86,887,004
=========== ========== =========== ==========
<CAPTION>
Deferred
Profit
Sharing
Plan Total
------- -----
<S> <C> <C>
Investment Activity:
Dividends -- 18,645,020
Interest 2,070 938,569
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) -- 49,741,349
------- ---------
2,070 69,324,938
Contributions:
Employer -- 8,469,800
Participants -- 38,252,141
Rollover -- 5,081,451
------- ---------
-- 51,803,292
Distributions to Participants (11,548) (22,561,434)
Loan Activity, Net -- 698,199
Transfers From (To) Other Funds -- --
-------- ---------
Increase (Decrease) in Plan Equity (9,478) 99,264,995
Plan Equity, Beginning of Year 90,133 249,941,529
Transfer of Net Assets from:
Shearson Plan -- 423,027,283
-------- -----------
Plan Equity, End of Year 80,655 772,233,807
======== ===========
</TABLE>
(continued)
See notes to combining financial statements.
17
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
The Travelers
Inc. American American American American
Common Capital Capital Capital Capital
Stock Reserve Gov't. Securities Comstock Emerging Growth
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 374,961 420,943 296,373 492,922 153,593
Interest 29,101 15,723 4,516 9,238 4,063
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) 4,786,994 -- (25,066) (118,894) 52,540
--------- ---------- ----------- ----------- ---------
5,191,056 436,666 275,823 383,266 210,196
Contributions:
Employer 1,146,079 -- -- -- --
Participants 2,139,631 1,535,668 767,464 1,015,378 654,927
Rollover -- 105,792 63,820 52,453 12,248
--------- ---------- ----------- ----------- ---------
3,285,710 1,641,460 831,284 1,067,831 667,175
Distributions to Participants (2,047,857) (1,722,913) (253,485) (644,771) (314,601)
Loan Activity, Net (314,040) (123,048) (24,370) (16,806) (13,783)
Transfers From (To) Other Funds 71,789 16,938,032 4,265,994 7,269,781 3,240,969
---------- ---------- --------- --------- ---------
Increase (Decrease) in Plan Equity 6,186,658 17,170,197 5,095,246 8,059,301 3,789,956
Plan Equity, Beginning of Year 19,131,253 -- -- -- --
Transfer of Net Assets to Margaretten Plan (1,988,085) (2,905,747) (477,599) (1,245,436) (693,137)
Transfer of Net Assets from:
PFS Plan 3,319,132 -- -- -- --
Smith Barney Plan 23,246,902 -- -- -- --
---------- ---------- --------- --------- ---------
Plan Equity, End of Year $49,895,860 14,264,450 4,617,647 6,813,865 3,096,819
=========== ========== ========== ========== =========
</TABLE>
(continued)
See notes to combining financial statements.
18
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
Common
T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price Sense
Prime Reserve New Income Equity Income New Horizons Money Market
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 437 -- -- 234 90,694
Interest -- -- -- -- 4,272
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) -- (58) (58) -- --
------------ ---------- ----------- ----------- ---------
437 (58) (58) 234 94,966
Contributions:
Employer -- -- -- -- --
Participants -- -- -- -- 280,426
Rollover -- -- -- -- --
------------ ---------- ----------- ----------- ---------
-- -- -- -- 280,426
Distributions to Participants -- -- -- -- (380,289)
Loan Activity, Net (511) -- -- -- (275,277)
Transfers From (To) Other Funds (22,593,929) (2,612,617) (7,793,379) (1,970,649) 3,507,454
------------ ---------- ----------- ----------- ---------
Increase (Decrease) in Plan Equity (22,594,003) (2,612,675) (7,793,437) (1,970,415) 3,227,280
Plan Equity, Beginning of Year 19,204,114 2,612,675 7,793,437 1,970,415 --
Transfer of Net Assets to Margaretten Plan -- -- -- -- --
Transfer of Net Assets from:
PFS Plan 3,389,889 -- -- -- --
Smith Barney Plan -- -- -- -- --
------------ ---------- ----------- ----------- ---------
Plan Equity, End of Year $ -- -- -- -- 3,227,280
=========== ========== =========== =========== =========
</TABLE>
(continued)
See notes to combining financial statements.
19
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
Common Common Common Bankers
Sense Sense Sense Pioneer II Trust
Government Growth & Income Growth Growth & Income GIC
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 19,128 62,166 262,043 3,213 --
Interest 1,733 3,736 4,246 -- 4,850
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments (Note 3) (8,615) 77,454 (69,020) 43,052 89,807
------------ ---------- ----------- ----------- ---------
12,246 143,356 197,269 46,265 94,657
Contributions:
Employer -- -- -- -- --
Participants 136,040 255,802 390,025 -- --
Rollover -- -- -- -- --
------------ ---------- ----------- ----------- ---------
136,040 255,802 390,025 -- --
Distributions to Participants (6,231) (94,140) (100,696) (191,098) (144,223)
Loan Activity, Net (7,274) (125,432) (116,159) (1,201) (70,880)
Transfers From (To) Other Funds 347,761 1,419,214 604,141 (1,934,401) (767,541)
------------ ---------- ----------- ----------- ----------
Increase (Decrease) in Plan Equity 482,542 1,598,800 974,580 (2,080,435) (887,987)
Plan Equity, Beginning of Year -- -- -- -- --
Transfer of Net Assets to Margaretten Plan -- -- -- -- --
Transfer of Net Assets from:
PFS Plan -- -- 1,377,926 2,080,435 1,941,884
Smith Barney Plan -- -- -- -- --
------------ ---------- ----------- ----------- ----------
Plan Equity, End of Year $ 482,542 1,598,800 2,352,506 -- 1,053,897
============= ========== =========== =========== =========
</TABLE>
(continued)
See notes to combining financial statements.
20
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statements of Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1992
---------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney
Income and U.S. Government Income Smith Barney Money Fund/
Growth Securities Return Equity Government
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ -- -- -- -- --
Interest -- -- -- -- --
Net Realized Gains (Losses) and -- -- -- -- --
Appreciation (Depreciation) in -- -- -- -- --
Current Value of Investments (Note 3) -- -- -- -- --
------------ ---------- --------- --------- ----------
Contributions:
Employer -- -- -- -- --
Participants -- -- -- -- --
Rollover -- -- -- -- --
------------ ---------- --------- --------- ----------
-- -- -- -- --
Distributions to Participants -- -- -- -- --
Loan Activity, Net -- -- -- -- --
Transfers From (To) Other Funds -- -- -- -- --
------------ ---------- --------- --------- ----------
Increase (Decrease) in Plan Equity -- -- -- -- --
Plan Equity, Beginning of Year -- -- -- -- --
Transfer of Net Assets to Margaretten Plan -- -- -- -- --
Transfer of Net Assets from:
PFS Plan -- -- -- -- --
Smith Barney Plan 69,102,346 23,059,840 8,693,070 7,139,016 12,832,663
------------ ---------- --------- --------- ----------
Plan Equity, End of Year $ 69,102,346 23,059,840 8,693,070 7,139,016 12,832,663
============ ========== ========= ========= ==========
</TABLE>
(continued)
See notes to combining financial statements.
21
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Combining Statement of
Operations and Changes in Plan Equity
Years Ended December 31, 1993 and 1992
December 31, 1992
-----------------------------------------------------------------
Deferred
Smith Barney Connecticut Profit
World General Loan Sharing
Fund GIC Fund Plan Total
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends -- -- -- -- 2,176,707
Interest -- -- -- -- 81,478
Net Realized Gains (Losses) and -- -- -- --
Appreciation (Depreciation) in -- -- -- --
Current Value of Investments (Note 3) -- -- -- -- 4,828,136
---------- --------- --------- ------- ----------
-- -- -- -- 7,086,321
Contributions:
Employer -- -- -- -- 1,146,079
Participants -- -- -- -- 7,175,361
Rollover -- -- -- -- 234,313
---------- --------- --------- ------- ----------
-- -- -- -- 8,888,753
Distributions to Participants -- -- (55,399) -- (5,955,703)
Loan Activity, Net -- -- 1,654,942 -- 566,161
Transfers From (To) Other Funds -- -- 7,381 -- --
---------- --------- --------- ------ ----------
Increase (Decrease) in Plan Equity -- -- 1,606,924 -- 10,252,532
Plan Equity, Beginning of Year -- -- -- -- 50,711,894
Transfer of Net Assets to Margaretten Plan -- -- (96,839) -- (7,406,843)
Transfer of Net Assets from:
PFS Plan -- -- -- -- 12,109,266
Smith Barney Plan 13,695,672 17,540,181 8,874,857 90,133 184,274,680
---------- --------- --------- ------- ----------
Plan Equity, End of Year 13,695,672 17,540,181 10,384,942 90,133 249,941,529
========== ========== ========== ======= ===========
</TABLE>
See notes to combining financial statements.
22
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
December 31, 1993 and 1992
1. Plan Description:
The following brief description of The Travelers Inc. 401(k)
Savings Plan ("Plan") (formerly Primerica Corporation
Savings Plan) is provided for general information
purposes only. Participants should refer to the
Summary Plan Description and its related Annex ("SPD")
dated November 1, 1993 for more complete information.
The Plan covers all eligible employees of The Travelers Inc.
("Travelers"), the Plan Sponsor and eligible employees of
subsidiaries and affiliates of Travelers ("Company")
as may become participating companies. The Plan is
administered by the Annuity Board of Travelers. Expenses
of administering the Plan are currently paid by Travelers.
Effective December 1, 1993, the Smith Barney Shearson 401(k)
Savings Plan ("Shearson Plan") was merged into the Plan and
as of that date, each participant's interest in the Shearson
Plan was transferred into the Plan in the manner described in
the Shearson Plan SPD dated November 1, 1993.
Effective December 31, 1992, the Smith Barney 401(k) Employee
Savings Plan ("Smith Barney Plan") was merged into the Plan
and as of that date, each participant's interest in the Smith
Barney Plan was transferred into the Plan in the manner
described in the Smith Barney Plan SPD dated November 1,
1992.
Effective February 1, 1992, in accordance with terms of a
public offering agreement between Primerica and its former
wholly owned subsidiary, Margaretten & Company, Inc.
("Margaretten"), amounts attributable to Margaretten
participants were transferred from the Plan to the
Margaretten Financial Corporation 401(k) Plan.
Effective January 1, 1992, the PFS Primerica Corporation
Savings and Retirement Plan ("PFS Plan") was merged into the
Plan. All participant balances in the PFS Plan on that date
became fully vested. Participant balances in the PFS Plan
were transferred into the Plan in the manner described in the
PFS Plan SPD dated November 1, 1991.
Effective with the December 31, 1993 merger of Primerica
Corporation (Primerica) and The Travelers Corporation,
Primerica changed its name to The Travelers Inc. and the
Primerica Common Stock Fund changed its name to The Travelers
Inc. Common Stock Fund which invests in shares of The
Travelers Inc. Common Stock.
The Plan is a defined contribution plan designed to encourage
savings on the part of eligible employees. Eligible
employees may elect to have a portion of their regular pay,
including overtime, reduced each pay period by an amount from
1% to 15% of their compensation (subject to statutory
limitations) as "pre-tax contributions" and the Company will
make a contribution in the same amount on their behalf as a
pre-tax contribution.
Pre-tax contributions and employer contributions, as well as
the earnings thereon, are taxed to the participant only at
the time of distribution. The Travelers Inc., for itself
or on behalf of the Company, as appropriate, contributed a
"matching employer contribution" on behalf of each
participant as of the last day of the Plan year in an amount
equal to 25% of the pre-tax contributions not in excess of
6% of the participant's compensation up to an annual maximum
($1,000 for 1992 and 1993) and The Travelers Inc., on
23
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
1. Plan Description (Continued):
behalf of the Company, makes contributions on behalf of
eligible employees who elect to have pre-tax contributions
invested in The Travelers Inc. Common Stock Fund by having
such contributions invested at a 5% discount from the fair
market value of such stock ("discount contributions"). The
Plan does not allow after-tax contributions.
The Travelers has the right to terminate the Plan subject to
the provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). In the event of termination
of the Plan, the account balances of all participants will
become fully vested.
Effective January 1, 1992, American Capital Trust Company, an
indirect wholly owned subsidiary of The Travelers Inc. was
named trustee of the Plan. Effective October 1, 1993, The
Travelers Insurance Company replaced American Capital Trust
Company as recordkeeper for The Travelers Inc. employees'
portion of the plan assets. However, American Capital Trust
Company maintains its role as Trustee for this portion of the
plan. The mutual funds continue to be offered as investment
vehicles by American Capital Asset Management, Inc. ("ACAM").
Fund Transfers and Allocation of Contributions
----------------------------------------------
Participants electing to divide their contribution among
funds must do so in increments divisible by 5%.
Matching employer contributions are invested in The Travelers
Inc. Common Stock Fund.
A participant may elect to suspend his pre-tax contributions,
as soon as administratively practicable, by filing prior
written notice with the Plan Administrator. Such participant
may thereafter resume pre-tax contributions as of the first
pay period beginning in any calendar month, subject to the
Plan's notice requirements. In addition, a participant may
change the rate of his pre-tax contributions as of the first
pay period beginning in any calendar month, subject to the
Plan's notice requirements.
A participant may elect to change the allocation of future
pre-tax contributions among the funds once each calendar
month as of the first day of any pay period, subject to the
Plan's notice requirements.
A participant may elect to transfer the value of his pre-tax
contributions in increments divisible by 5% or a specified
number of whole shares from one or more of the investment
funds to another investment fund or funds once each calendar
month. The transfer will be effective as of the last
business day of the calendar month subject to the Plan's
notice requirements.
24
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
1. Plan Description (Continued):
Contributions
-------------
The rights of a participant to his pre-tax contributions and
any earnings thereon are at all times fully vested and
non-forfeitable. Matching employer contributions for plan
years prior to 1992 are fully vested and non-forfeitable.
For plan years beginning on or after January 1, 1992,
matching employer contributions are 100% vested and
non-forfeitable for participants whose initial date of
employment is before January 1, 1992 and 100% vested and
non-forfeitable after five years of service for participants
whose initial date of employment is on or after January 1,
1992.
Rollover and Transfer Contributions
-----------------------------------
The Plan permits participants to have their interests in
other qualified profit-sharing plans transferred to the Plan
or to make rollover contributions into the Plan from an
individual retirement account (or similar arrangement)
resulting from a rollover from another qualified plan or
directly from another qualified plan. Such transfers or
rollovers to the Plan may only be made with the approval of
the Plan Administrator and do not affect any other
contributions made by or on behalf of a participant.
Loans
-----
Subject to the Plan's provisions and the requirements
contained within ERISA and the Internal Revenue Code of 1986,
as amended (the "Code"), a participant may apply for a loan
from the Plan at an annual interest rate equal to one
percentage point above the Prime Rate published in The Wall
Street Journal for the first business day of the month in
which the loan application is received. The loan repayment
by a participant who is employed by the Company is generally
made through payroll deductions.
Withdrawals
-----------
Prior to termination of employment, a participant may
withdraw, as of the last business day of any month, subject
to the Plan's notice requirements, all or a portion of the
value of his rollover contributions account, all or any
portion of the vested value of his accounts if the
participant has attained age 59-1/2 or become totally and
permanently disabled or all or any portion of the value of
his pre-tax contributions account in the event of
demonstrated financial hardship, subject to the Plan's
provisions.
Withdrawals to which a participant is entitled are the
amounts that can be provided by the contributions and income
thereon (including net realized and unrealized investment
gains or losses) allocated to each participant's account.
25
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
1. Plan Description (Continued):
Distributions
-------------
If the participant leaves the Company before retirement, he
may elect to receive the full value of his account (as of the
end of the month following his 65th birthday) in a lump sum.
Withdrawals or distributions from The Travelers Inc. Common
Stock Fund may be paid in shares of common stock or cash.
Fractional shares and distributions from other funds are paid
in cash.
2. Summary of Significant Accounting Policies:
The financial statements of the Plan have been prepared on
the accrual basis.
Security transactions are recorded on a trade date basis.
Ownership interest in the funds is represented by shares.
Fair Value of Investments:
-------------------------
The Travelers Inc. Common Stock Fund and American Express
Common Stock Fund are valued at the last reported sale price
on the New York Stock Exchange for the last business day of
the year.
The following are valued at the net asset value per share as
determined by ACAM:
<TABLE>
<S> <C>
American Capital Comstock Fund Common Sense Growth Fund
American Capital Emerging Growth Fund Common Sense Growth and Income Fund
American Capital Government Securities Common Sense Government Fund
Fund Common Sense Money Market Fund
American Capital Reserve Fund
American Capital Enterprise Fund
The following are valued at the net asset value per share as
determined by Smith Barney Shearson Holdings Inc.:
Smith Barney Income and Growth Fund Smith Barney Money Fund/Government
Smith Barney U.S. Government Securities Fund
Fund Smith Barney World Fund
Smith Barney Income Return Fund
Smith Barney Equity Fund
</TABLE>
Short-term money market investments, the Loan Fund, the
Deferred Profit Sharing Plan and Connecticut General and
Banker's Trust Guaranteed Investment Contracts are valued at
cost plus earned interest.
26
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued):
The following are valued at the net asset value per share as
determined by Smith Barney Shearson Holdings, Inc.:
<TABLE>
<S> <C>
American Express Daily Dividend Fund Shearson Diversified Strategic Fund
Salomon Brothers Capital Fund Shearson Global Opportunities Fund
Shearson High Income Fund Shearson Utility Fund
Shearson Aggressive Growth Fund Shearson Fixed Income Fund
Shearson Appreciation Fund
</TABLE>
3. Summary of Investments:
A summary of the investments in the Plan as of December 31,
1993 and 1992 is as follows:
<TABLE>
<CAPTION>
Current
1993 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
The Travelers Inc. Common Stock Fund
Common stock owned $67,310,682 108,549,274
Funds not yet invested 2,244,266 2,244,266
---------- -----------
Total
69,554,948 110,793,540
---------- -----------
American Capital Reserve Fund
Shares owned 12,029,191 12,022,631
Funds not yet invested -- --
---------- -----------
Total
12,029,191 12,022,631
---------- -----------
American Capital Gov't. Securities Fund
Shares owned 4,787,482 4,780,310
Funds not yet invested -- --
---------- -----------
Total 4,787,482 4,780,310
---------- -----------
American Capital Comstock Fund
Shares owned 7,734,882 7,306,554
Funds not yet invested -- --
---------- -----------
Total 7,734,882 7,306,554
---------- -----------
American Capital Emerging Growth Fund
Shares owned 10,222,203 11,146,795
Funds not yet invested -- --
---------- -----------
Total 10,222,303 11,146,795
---------- -----------
</TABLE>
27
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1993 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
Common Sense Money Market Fund
Shares owned $2,958,619 2,996,511
Funds not yet invested -- --
---------- -----------
Total 2,958,619 2,996,511
---------- -----------
Common Sense Government Fund
Shares owned 817,748 785,330
Funds not yet invested -- --
---------- -----------
Total 817,748 785,330
---------- -----------
Common Sense Growth & Income Fund
Shares owned 2,077,531 2,060,532
Funds not yet invested -- --
---------- -----------
Total 2,077,531 2,060,532
---------- -----------
Common Sense Growth Fund
Shares owned 2,760,947 2,750,817
Funds not yet invested -- --
---------- -----------
Total 2,760,947 2,750,817
---------- -----------
Loan Fund
Shares owned 12,345,844 12,345,844
Funds not yet invested -- --
---------- -----------
Total 12,345,844 12,345,844
---------- -----------
Smith Barney Income and Growth Fund
Shares owned 71,199,968 78,562,442
Funds not yet invested 738 738
---------- -----------
Total 71,200,706 78,563,180
---------- -----------
Smith Barney U.S. Government Securities Fund
Shares owned 21,701,544 21,888,140
Funds not yet invested 359 359
---------- -----------
Total 21,701,903 21,888,499
---------- -----------
</TABLE>
28
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1993 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
Smith Barney Income Return Fund
Shares owned $10,121,789 10,209,717
Funds not yet invested 310 310
---------- ----------
Total 10,122,099 10,210,027
---------- ----------
Smith Barney Equity Fund
Shares owned 9,363,456 9,147,999
Funds not yet invested 250 250
---------- ----------
Total 9,363,705 9,148,249
---------- ----------
Smith Barney Money Fund/Government Fund
Shares owned 14,433,199 14,433,199
Funds not yet invested 46,930 46,998
---------- ----------
Total 14,480,129 14,480,197
---------- ----------
American Capital Enterprise Fund
Shares owned 20,366,947 28,577,263
Funds not yet invested 985 985
---------- ----------
Total 20,367,932 28,578,248
---------- ----------
Connecticut General GIC
Guaranteed interest contracts owned 16,836,859 16,836,859
Funds not yet invested 898 898
---------- ----------
Total 16,837,757 16,837,757
---------- ----------
American Capital Enterprise Fund
Shares owned 3,015,751 2,926,107
Funds not yet invested 728 728
---------- ----------
Total 3,016,479 2,926,835
---------- ----------
American Express Daily Dividend Fund
Shares owned 15,158,886 15,158,886
Funds not yet invested -- --
---------- ----------
Total 15,158,886 15,158,886
---------- ----------
Salomon Brothers Capital Fund
Shares owned 3,070,119 3,069,805
Funds not yet invested -- --
---------- ----------
Total 3,070,119 3,069,805
---------- ----------
</TABLE>
29
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1993 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
Shearson High Income Fund
Shares owned $15,466,302 15,665,918
Funds not yet invested -- --
----------- ----------
Total 15,446,302 15,665,918
----------- ----------
Shearson Aggressive Growth Fund
Shares owned 28,225,877 36,915,197
Funds not yet invested -- --
----------- ----------
Total 28,225,877 36,915,197
----------- ----------
Shearson Appreciation Fund
Shares owned 93,402,612 116,965,850
Funds not yet invested -- --
----------- -----------
Total 93,402,612 116,965,850
----------- -----------
Shearson Diversified Strategic Fund
Shares owned 8,328,448 8,361,643
Funds not yet invested -- --
----------- -----------
Total 8,328,448 8,361,643
----------- -----------
Shearson Global Opportunities Fund
Shares owned 20,705,324 22,440,353
Funds not yet invested -- --
----------- -----------
Total 20,705,324 22,440,353
----------- -----------
Shearson Utility Fund
Shares owned 14,377,011 14,409,854
Funds not yet invested -- --
----------- -----------
Total 14,377,011 14,409,854
----------- -----------
Shearson Fixed Income Fund
Shares owned 111,716,118 111,716,118
Funds not yet invested -- --
----------- -----------
111,716,118 111,716,118
----------- -----------
</TABLE>
30
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1993 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
American Express Common Stock Fund
Shares owned $ 79,677,409 86,886,244
Funds not yet invested -- --
------------ -----------
Total 79,677,409 86,886,244
------------ -----------
Deferred Profit Sharing Plan
Short-term funds owned 80,655 80,655
Funds not yet invested -- --
------------ -----------
Total 80,655 80,655
------------ -----------
TOTAL $682,588,935 781,292,379
============ ===========
</TABLE>
<TABLE>
<CAPTION>
Current
1992 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
The Travelers Inc. Common Stock Fund
Common stock owned $ 34,267,528 49,912,237
Funds not yet invested 3,168,441 3,168,441
------------ -----------
Total 37,435,969 53,080,678
------------ -----------
American Capital Reserve Fund
Shares owned 14,264,450 14,264,450
Funds not yet invested -- --
------------ -----------
Total 14,264,450 14,264,450
------------ -----------
American Capital Gov't. Securities Fund
Shares owned 4,637,244 4,617,647
Funds not yet invested -- --
------------ -----------
Total 4,637,244 4,617,647
------------ -----------
American Capital Comstock Fund
Shares owned 6,887,942 6,813,865
Funds not yet invested -- --
------------ -----------
Total 6,887,942 6,813,865
------------ -----------
American Capital Emerging Growth Fund
Shares owned 2,983,674 3,096,819
Funds not yet invested -- --
------------ -----------
Total 2,983,674 3,096,819
------------ -----------
</TABLE>
31
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1992 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
Common Sense Money Market Fund
Shares owned $3,227,280 3,227,280
Funds not yet invested -- --
---------- ----------
Total 3,227,280 3,227,280
Common Sense Government Fund
Shares owned 490,242 482,542
Funds not yet invested -- --
---------- ----------
Total 490,242 482,542
---------- ----------
Common Sense Growth & Income Fund
Shares owned 1,520,135 1,598,800
Funds not yet invested -- --
---------- ----------
Total 1,520,135 1,598,800
---------- ----------
Common Sense Growth Fund
Shares owned 2,222,414 2,352,506
Funds not yet invested -- --
---------- ----------
Total 2,222,414 2,352,506
---------- ----------
Bankers Trust GIC Fund
Shares owned 1,015,246 1,053,897
Funds not yet invested -- --
---------- ----------
Total 1,015,246 1,053,897
---------- ----------
Smith Barney Income and Growth Fund
Shares owned 65,030,089 69,112,702
Funds not yet invested 2,482 2,482
---------- ----------
Total 65,032,571 69,115,184
---------- ----------
Smith Barney U.S. Government Securities Fund
Shares owned 22,252,831 22,988,119
Funds not yet invested 1,059 1,059
---------- ----------
Total 22,253,890 22,989,178
---------- ----------
</TABLE>
32
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
<TABLE>
<CAPTION>
Current
1992 Investment Funds Cost Value
--------------------- ---- -----
<S> <C> <C>
Smith Barney Income Return Fund
Shares owned $ 8,451,489 8,672,161
Funds not yet invested 1,647 1,647
------------ -----------
Total 8,453,136 8,673,808
Smith Barney Equity Fund
Shares owned 7,953,170 7,136,425
Funds not yet invested 1,720 1,720
------------ -----------
Total 7,954,890 7,138,145
------------ -----------
Smith Barney Money Fund/Government Fund
Shares owned 12,788,278 12,788,278
Funds not yet invested 1,817 1,817
------------ -----------
Total 12,790,095 12,790,095
------------ -----------
Smith Barney World Fund
Shares owned 14,055,740 13,690,129
Funds not yet invested 1,144 1,144
------------ -----------
Total 14,056,884 13,691,273
------------ -----------
Connecticut General GIC
Guaranteed interest contracts owned 17,391,518 17,391,518
Funds not yet invested 559 559
------------ -----------
Total 17,392,077 17,392,077
------------ -----------
Loan Fund
Shares owned 10,384,942 10,384,942
Funds not yet invested -- --
------------ -----------
Total 10,384,942 10,384,942
------------ -----------
Deferred Profit Sharing Plan
Short-term funds owned 78,585 78,585
Funds not yet invested -- --
------------ -----------
Total 78,585 78,585
------------ -----------
TOTAL $233,081,666 252,841,771
============ ===========
</TABLE>
33
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
3. Summary of Investments (Continued):
The value of the Plan's investments (including investments
bought, sold and held during the year) appreciated
(depreciated) by $49,741,349 and $4,828,136 during the years
ended December 31, 1993 and 1992, respectively as follows:
1993 1992
---- ----
The Travelers Inc. Common Stock Fund $30,486,208 4,786,994
American Capital Government Securities Fund (72,838) (25,066)
American Capital Comstock Fund (329,994) (118,894)
American Capital Emerging Growth Fund 880,948 52,540
Common Sense Government Fund (28,371) (8,615)
Common Sense Growth & Income Fund (7,658) 77,454
Common Sense Growth Fund 18,986 (69,020)
Smith Barney Income & Growth Fund 4,865,423 --
Smith Barney Government Securities Fund (319,917) --
Smith Barney Income Return Fund (116,400) --
Smith Barney Equity Fund 581,631 --
Smith Barney World Fund 8,802,796 --
American Capital Enterprise Fund (81,183) --
American Express Daily Dividend Fund 191,115 --
Pioneer II Growth & Income Fund -- 43,052
Salomon Brothers Capital Fund 104,460 --
Shearson High Income Fund 259,744 --
Shearson Aggressive Growth Fund 1,530,627 --
Shearson Appreciation Fund 1,159,808 --
Shearson Diversified Strategic Fund 211,448 --
Shearson Global Opportunities Fund 1,486,106 --
Shearson Utility Fund 186,019 --
American Express Common Stock Fund (68,609) --
T. Rowe Price Income Fund -- (58)
T. Rowe Price Equity Income Fund -- (58)
Bankers Trust GIC. -- 89,807
----------- ---------
Total $49,741,349 4,828,136
=========== =========
4. Federal Income Tax Consequences:
On February 2, 1989, the Plan received its latest favorable
determination from the Internal Revenue Service approving the
continued exemption of the Plan from Federal income taxes.
The Plan has been amended to incorporate certain operational
amendments since such date. In the opinion of the Plan
Sponsor, the Plan and its underlying Trust have operated
within the terms of the Plan and the Plan Sponsor intends to
apply for a determination letter on the status of the Plan
under Section 401(a) of the Code by June 30, 1994, regarding
the most recent amendments.
34
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
(FORMERLY PRIMERICA CORPORATION SAVINGS PLAN)
NOTES TO COMBINING FINANCIAL STATEMENTS
4. Federal Income Tax Consequences, Continued:
The merger of the Shearson Plan, Smith Barney Plan and the PFS
Plan did not give rise to a taxable event causing the recognition
of taxable income on the part of the participants. Prior to the
merger, the Shearson Plan, Smith Barney Plan and the PFS Plan
operated as plans exempt from Federal income taxes.
Matching employer contributions, pre-tax contributions and
discount contributions and the Plan earnings on all
contributions are not taxable to participants until they are
withdrawn by or distributed to the participants.
Unrealized appreciation on shares of Travelers common stock
distributed in a qualifying lump-sum distribution is also not
taxable at the time of distribution.
35
<PAGE>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
<TABLE><CAPTION>
December 31, 1993
Number Current
Investment Descriptions of Shares Cost Value
----------------------- --------- ---- -----
<S> <C> <C> <C>
Short Term Funds:
Smith Barney Liquid Reserve Fund 2,295,532 $2,295,532 2,295,532
Smith Barney Money Funds 80,655 80,655 80,655
Stock Fund:
The Travelers Inc. Common Stock Fund 2,792,264 67,310,682 108,549,274
American Express Common Stock Fund 2,542,906 79,677,409 86,886,244
Mutual Funds:
American Capital Reserve Fund 12,022,630 12,029,191 12,022,631
American Capital Gov't Securities Fund 442,621 4,787,482 4,780,310
American Capital Comstock Fund 445,763 7,734,882 7,306,554
American Capital Emerging Growth Fund 431,201 10,222,203 11,146,795
Common Sense Money Market Fund 2,958,619 2,958,619 2,996,511
Common Sense Government Fund 70,623 817,748 785,330
Common Sense Growth and Income Fund 129,187 2,077,531 2,060,532
Common Sense Growth Fund 180,263 2,760,947 2,750,817
Smith Barney Income and Growth Fund 5,902,513 71,199,968 78,562,442
Smith Barney U.S. Government Securities
Fund 1,602,353 21,701,544 21,888,140
Smith Barney Income Return Fund 1,064,653 10,121,789 10,209,717
Smith Barney Equity Fund 602,304 9,363,456 9,147,999
Smith Barney Money Fund/Government
Fund 14,433,199 14,433,199 14,433,199
Smith Barney World Fund 1,527,379 20,366,947 28,577,263
Connecticut General GIC 16,836,859 16,836,859 16,836,859
American Capital Enterprise Fund 239,257 3,015,751 2,926,107
American Express Daily Dividend Fund 15,153,806 15,158,886 15,158,886
Salomon Brothers Capital Fund 3,070,119 3,070,119 3,069,805
Shearson High Income Fund 1,293,635 15,466,302 15,665,918
Shearson Aggressive Growth Fund 1,372,312 28,225,877 36,915,197
Shearson Appreciation Fund 10,613,961 93,402,612 116,965,850
Shearson Diversified Strategic Fund 994,250 8,328,448 8,361,643
Shearson Global Opportunities fund 769,559 20,705,324 22,440,353
Shearson Utility Fund 954,927 14,377,011 14,409,854
Shearson Fixed Income Fund 1,117,060 111,716,118 111,716,118
Loan Fund 12,345,844 12,345,844 12,345,844
----------- -----------
Total Investments $682,588,935 781,292,379
============ ===========
</TABLE>
36
<PAGE>
The Travelers Inc. 401(k) Savings Plan
(Formerly Primerica Corporation Savings Plan)
Schedule to Form 5500: Item 27(d)
Schedule of Reportable Transactions
<TABLE><CAPTION>
For Year Ended December 31, 1993
Proceeds Current Gain
Investment Descriptions Purchases From Sale Cost Value (Loss)
----------------------- --------- --------- ---- ------- ------
<S> <C> <C> <C> <C> <C>
Smith Barney Liquid Reserve Fund $ 24,875,551(509) -- 24,875,551 24,875,551 --
Smith Barney Liquid Reserve Fund -- 25,757,227(464) 25,757,227 25,757,227 --
The Travelers Inc. Common Stock Fund 28,492,524(97) -- 28,492,524 28,492,524 --
Smith Barney Income & Growth Fund 16,657,282(86) -- 16,657,202 16,657,282 --
Note:
Where amount shown reflects multiple transactions, the number of transactions is shown parenthetically.
</TABLE>
37
EXHIBIT 99.12
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
CONTENTS
Page
----
Report of Independent Accountants 1
Financial Statements:
Fixed (Fund 2) 2
Common Stock-Employee (Fund 3) 4
Common Stock-Employer (Fund 5) 6
Fixed-IRA (Fund 6) 8
The S&P 500 Flagship Fund (Fund 7) 10
The Russell 2000 Fund (Fund 8) 12
ESOP (Fund 9) 14
Total of All Funds 16
Notes to Financial Statements 18 - 25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Trustees and Participants of
The Travelers Savings, Investment and Stock Ownership Plan:
We have audited the accompanying financial statements of The Travelers Savings,
Investment and Stock Ownership Plan as listed in the contents to the financial
statements as of December 31, 1993 and 1992, and for each of the three years in
the period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the statements of net assets available for plan benefits
as of December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1993, as listed in the contents to the financial statements
in conformity with generally accepted accounting principles.
As more fully described in Note 3 to the financial statements, in 1993 the Plan
changed its method of accounting for amounts allocated to participants who have
elected to withdraw from the Plan but have not yet been paid.
As explained in Note 3 to the financial statements, net assets available for
plan benefits of ESOP (Fund 9) and total net assets available for plan benefits
include securities valued at $264,385,860 (28.6% of total net assets available
for plan benefits) whose values have been estimated by the trustee of ESOP (Fund
9) in the absence of readily ascertainable market values. We have reviewed the
procedures used by the trustee in arriving at its estimate of value of such
securities and have inspected underlying documentation and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used had a ready market for the securities existed, and the differences could be
material.
/s/ Coopers & Lybrand
Hartford, Connecticut
March 18, 1994
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
FIXED
(FUND 2)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
AMOUNTS HELD BY THE TRAVELERS INSURANCE
COMPANY UNDER A GROUP ANNUITY CONTRACT $434,018,292 $393,597,171
LOANS RECEIVABLE FROM EMPLOYEES 21,493,743 18,575,200
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES - 10,699
INTERFUND TRANSFERS RECEIVABLE - 188,635
______________ ______________
TOTAL ASSETS 455,512,035 412,371,705
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 137,818,152
FORFEITURE CREDITS DUE TO EMPLOYER 62,489 32,443
INTERFUND TRANSFERS PAYABLE 1,722,943 -
OTHER LIABILITIES 53,908 -
______________ ______________
TOTAL LIABILITIES 1,839,340 137,850,595
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $453,672,695 $274,521,110
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
2
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
FIXED
(FUND 2)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $274,521,110 $255,219,182 $225,417,435
____________ ____________ ____________
INTEREST INCOME 31,497,860 31,756,494 29,341,945
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYEES 37,352,528 41,313,437 43,847,605
____________ ____________ ____________
DEDUCTIONS:
DISTRIBUTIONS TO EMPLOYEES (35,216,739) (61,213,882) (50,385,108)
EMPLOYER CONTRIBUTIONS
FORFEITED (30,046) (32,443) -
____________ ____________ ____________
(35,246,785) (61,246,325) (50,385,108)
____________ ____________ ____________
INTERFUND TRANSFERS 7,729,830 7,478,322 6,997,305
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 137,818,152 - -
____________ ____________ ____________
BALANCE, END OF YEAR $453,672,695 $274,521,110 $255,219,182
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
COMMON STOCK-EMPLOYEE
(FUND 3)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS INC. AT MARKET VALUE
(COST $84,933,735 AND $-) $84,933,735 $ -
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS CORPORATION AT MARKET VALUE
(COST $- AND $66,873,219) - 76,482,122
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES 79,268 37,000
RECEIVABLE FOR INVESTMENTS SOLD 2,674,359 2,205,933
INTERFUND TRANSFERS RECEIVABLE 1,550,061 -
______________ ______________
TOTAL ASSETS 89,237,423 78,725,055
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 17,624,131
INTERFUND TRANSFERS PAYABLE - 971,246
______________ ______________
TOTAL LIABILITIES - 18,595,377
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $89,237,423 $60,129,678
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
COMMON STOCK-EMPLOYEE
(FUND 3)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $60,129,678 $50,745,396 $38,401,604
____________ ____________ ____________
INVESTMENT INCOME:
DIVIDENDS 4,402,731 4,469,276 4,297,315
INTEREST 4,178 5,967 25,639
____________ ____________ ____________
4,406,909 4,475,243 4,322,954
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 10,449,980 15,745,894 13,251,040
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYEES 6,884,796 6,814,174 8,378,728
____________ ____________ ____________
DISTRIBUTIONS TO EMPLOYEES (4,988,090) (9,684,796) (6,375,968)
____________ ____________ ____________
INTERFUND TRANSFERS (5,269,981) (7,966,233) (7,232,962)
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 17,624,131 - -
____________ ____________ ____________
BALANCE, END OF YEAR $89,237,423 $60,129,678 $50,745,396
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
COMMON STOCK-EMPLOYER
(FUND 5)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS INC. AT MARKET VALUE
(COST $101,913,675 AND $-) $101,913,675 $ -
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS CORPORATION AT MARKET VALUE
(COST $- AND $100,989,650) - 92,809,680
INTERFUND TRANSFERS RECEIVABLE 131,706 -
______________ ______________
TOTAL ASSETS 102,045,381 92,809,680
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 30,001,430
FORFEITURE CREDITS DUE TO EMPLOYER 1,157,811 1,095,612
PAYABLE FOR INVESTMENTS PURCHASED 792,074 449,920
INTERFUND TRANSFERS PAYABLE - 171,634
______________ ______________
TOTAL LIABILITIES 1,949,885 31,718,596
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $100,095,496 $61,091,084
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
COMMON STOCK-EMPLOYER
(FUND 5)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $ 61,091,084 $ 49,977,746 $ 42,832,556
____________ ____________ ____________
DIVIDEND INCOME 5,262,451 5,343,129 5,255,381
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 13,567,481 19,484,718 16,495,669
____________ ____________ ____________
DEDUCTIONS:
DISTRIBUTIONS TO EMPLOYEES (6,064,684) (14,504,007) (11,232,267)
EMPLOYER CONTRIBUTIONS
REALLOCATED(FORFEITED) (372,080) 2,299,894 (2,652,130)
____________ ____________ ____________
(6,436,764) (12,204,113) (13,884,397)
____________ ____________ ____________
INTERFUND TRANSFERS (3,390,186) (1,510,396) (721,463)
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 30,001,430 - -
____________ ____________ ____________
BALANCE, END OF YEAR $100,095,496 $ 61,091,084 $ 49,977,746
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
FIXED - IRA
(FUND 6)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
AMOUNTS HELD BY THE TRAVELERS INSURANCE
COMPANY UNDER A GROUP ANNUITY CONTRACT $67,443,858 $67,260,710
______________ ______________
TOTAL ASSETS 67,443,858 67,260,710
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 2,697,788
______________ ______________
TOTAL LIABILITIES - 2,697,788
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $67,443,858 $64,562,922
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
FIXED - IRA
(FUND 6)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $64,562,922 $64,675,222 $63,644,820
____________ ____________ ____________
INTEREST INCOME 5,246,045 5,535,467 5,499,875
____________ ____________ ____________
DISTRIBUTIONS TO EMPLOYEES (5,062,897) (5,647,767) (4,469,473)
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 2,697,788 - -
____________ ____________ ____________
BALANCE, END OF YEAR $67,443,858 $64,562,922 $64,675,222
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
THE S & P 500
FLAGSHIP FUND
(FUND 7)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
INVESTMENT IN STATE STREET GLOBAL ADVISORS
FLAGSHIP FUND AT VALUE
(COST $44,908,010 AND $-) $44,908,010 $ -
INVESTMENT IN THE TRAVELERS
LARGE CAP INDEX FUND AT VALUE
(COST $- AND $32,618,793) - 38,561,688
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES 109,726 70,942
INTERFUND TRANSFERS RECEIVABLE - 430,535
______________ ______________
TOTAL ASSETS 45,017,736 39,063,165
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 10,358,837
INTERFUND TRANSFERS PAYABLE 237,216 -
______________ ______________
TOTAL LIABILITIES 237,216 10,358,837
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $44,780,520 $28,704,328
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
THE S & P 500
FLAGSHIP FUND
(FUND 7)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $28,704,328 $24,477,862 $16,661,520
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 3,961,000 2,716,125 6,936,247
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYEES 6,485,141 6,014,167 4,981,903
____________ ____________ ____________
DISTRIBUTIONS TO EMPLOYEES (2,717,593) (4,958,863) (4,352,992)
____________ ____________ ____________
INTERFUND TRANSFERS (2,011,193) 455,037 251,184
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 10,358,837 - -
____________ ____________ ____________
BALANCE, END OF YEAR $44,780,520 $28,704,328 $24,477,862
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
THE RUSSELL 2000 FUND
(FUND 8)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
INVESTMENT IN STATE STREET GLOBAL ADVISORS
RUSSELL 2000 FUND AT VALUE
(COST $28,058,276 AND $-) $28,058,276 $ -
INVESTMENT IN THE TRAVELERS
SMALL CAP INDEX FUND AT VALUE
(COST $- AND $14,564,287) - 18,310,624
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES 189,700 26,180
INTERFUND TRANSFERS RECEIVABLE 278,392 523,710
______________ ______________
TOTAL ASSETS 28,526,368 18,860,514
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 5,144,446
______________ ______________
TOTAL LIABILITIES - 5,144,446
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $28,526,368 $13,716,068
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
THE RUSSELL 2000 FUND
(FUND 8)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $13,716,068 $ 9,988,471 $ 5,724,042
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 3,811,908 2,635,646 3,504,439
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYEES 4,269,319 2,811,436 1,896,304
____________ ____________ ____________
DISTRIBUTIONS TO EMPLOYEES (1,356,903) (3,262,755) (1,842,250)
____________ ____________ ____________
INTERFUND TRANSFERS 2,941,530 1,543,270 705,936
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 5,144,446 - -
____________ ____________ ____________
BALANCE, END OF YEAR $28,526,368 $13,716,068 $ 9,988,471
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
ESOP
(FUND 9)
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
INVESTMENT IN SERIES C PREFERRED STOCK OF
THE TRAVELERS INC. AT VALUE
(COST $264,385,860 AND $-) $264,385,860 $ -
INVESTMENT IN SERIES A PREFERENCE STOCK OF
THE TRAVELERS CORPORATION AT VALUE
(COST $- AND $224,823,257) - 236,560,565
CONTRIBUTIONS RECEIVABLE FROM EMPLOYER 6,607,039 18,363,318
SHORT TERM INVESTMENTS 4,240,811 3,736,362
INVESTMENT INCOME ACCRUED 31,934 26,162
______________ ______________
TOTAL ASSETS 275,265,644 258,686,407
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 11,732,493
FORFEITURE CREDITS DUE TO EMPLOYER 7,883,350 4,315,158
ESOP NOTE PAYABLE 124,900,000 148,700,000
ACCRUED INTEREST PAYABLE 346,696 380,505
______________ ______________
TOTAL LIABILITIES 133,130,046 165,128,156
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $142,135,598 $ 93,558,251
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
ESOP
(FUND 9)
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $ 93,558,251 $ 57,511,288 $ 21,830,076
____________ ____________ ____________
INVESTMENT INCOME:
DIVIDENDS 19,689,657 18,811,734 17,461,023
INTEREST 69,574 68,129 80,366
____________ ____________ ____________
19,759,231 18,879,863 17,541,389
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 17,517,503 11,737,308 -
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYER 16,511,979 31,734,012 30,587,614
____________ ____________ ____________
DEDUCTIONS:
DISTRIBUTIONS TO EMPLOYEES (9,752,466) (16,933,477) (3,128,518)
EMPLOYER CONTRIBUTIONS
FORFEITED (3,568,192) (4,315,158) -
INTEREST EXPENSE (3,623,201) (5,055,585) (9,319,273)
____________ ____________ ____________
(16,943,859) (26,304,220) (12,447,791)
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 11,732,493 - -
____________ ____________ ____________
BALANCE, END OF YEAR $142,135,598 $ 93,558,251 $ 57,511,288
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
15
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 AND 1992
TOTAL OF ALL FUNDS
__________________________________
1993 1992
________________________________________________________________________________
ASSETS:
AMOUNTS HELD BY THE TRAVELERS INSURANCE
COMPANY UNDER GROUP ANNUITY CONTRACTS $ 501,462,150 $460,857,881
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS INC. AT MARKET VALUE
(COST $186,847,410 AND $-) 186,847,410 -
INVESTMENT IN COMMON STOCK OF THE
TRAVELERS CORPORATION AT MARKET VALUE
(COST $- AND $167,862,869) - 169,291,802
INVESTMENT IN STATE STREET GLOBAL ADVISORS
FLAGSHIP FUND AT VALUE
(COST $44,908,010 AND $-) 44,908,010 -
INVESTMENT IN THE TRAVELERS LARGE CAP INDEX
FUND AT VALUE (COST $- AND $32,618,793) - 38,561,688
INVESTMENT IN STATE STREET GLOBAL ADVISORS
RUSSELL 2000 FUND AT VALUE
(COST $28,058,276 AND $-) 28,058,276 -
INVESTMENT IN THE TRAVELERS SMALL CAP INDEX
FUND AT VALUE (COST $- AND $14,564,287) - 18,310,624
INVESTMENT IN SERIES C PREFERRED STOCK OF
THE TRAVELERS INC. AT VALUE
(COST $264,385,860 AND $-) 264,385,860 -
INVESTMENT IN SERIES A PREFERENCE STOCK OF
THE TRAVELERS CORPORATION AT VALUE
(COST $- AND $224,823,257) - 236,560,565
LOANS RECEIVABLE FROM EMPLOYEES 21,493,743 18,575,200
CONTRIBUTIONS RECEIVABLE FROM EMPLOYEES 378,694 144,821
CONTRIBUTIONS RECEIVABLE FROM EMPLOYER 6,607,039 18,363,318
SHORT TERM INVESTMENTS 4,240,811 3,736,362
RECEIVABLE FOR INVESTMENTS SOLD 2,674,359 2,205,933
INVESTMENT INCOME ACCRUED 31,934 26,162
______________ ______________
TOTAL ASSETS 1,061,088,286 966,634,356
______________ ______________
LIABILITIES:
DISTRIBUTIONS PAYABLE TO EMPLOYEES - 215,377,277
FORFEITURE CREDITS DUE TO EMPLOYER 9,103,650 5,443,213
ESOP NOTE PAYABLE 124,900,000 148,700,000
PAYABLE FOR INVESTMENTS PURCHASED 792,074 449,920
ACCRUED INTEREST PAYABLE 346,696 380,505
OTHER LIABILITIES 53,908 -
______________ ______________
TOTAL LIABILITIES 135,196,328 370,350,915
______________ ______________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 925,891,958 $596,283,441
============== ==============
SEE NOTES TO FINANCIAL STATEMENTS.
16
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
TOTAL OF ALL FUNDS
________________________________________________
1993 1992 1991
_______________________________________________________________________________
BALANCE, BEGINNING OF YEAR $596,283,441 $512,595,167 $414,512,053
____________ ____________ ____________
INVESTMENT INCOME:
DIVIDENDS 29,354,839 28,624,139 27,013,719
INTEREST 36,817,657 37,366,057 34,947,825
____________ ____________ ____________
66,172,496 65,990,196 61,961,544
____________ ____________ ____________
NET APPRECIATION IN THE
FAIR VALUE OF INVESTMENTS 49,307,872 52,319,691 40,187,395
____________ ____________ ____________
CONTRIBUTIONS BY EMPLOYEES 54,991,784 56,953,214 59,104,540
CONTRIBUTIONS BY EMPLOYER 16,511,979 31,734,012 30,587,614
____________ ____________ ____________
71,503,763 88,687,226 89,692,154
____________ ____________ ____________
DEDUCTIONS:
DISTRIBUTIONS TO EMPLOYEES (65,159,372) (116,205,547) (81,786,576)
EMPLOYER CONTRIBUTIONS
FORFEITED (3,970,318) (2,047,707) (2,652,130)
INTEREST EXPENSE (3,623,201) (5,055,585) (9,319,273)
____________ ____________ ____________
(72,752,891) (123,308,839) (93,757,979)
____________ ____________ ____________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING METHOD 215,377,277 - -
____________ ____________ ____________
BALANCE, END OF YEAR $925,891,958 $596,283,441 $512,595,167
============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
17
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Travelers Savings and Investment Plan was adopted as of October 1,
1970 and, effective June 15, 1989, was renamed The Travelers Savings,
Investment and Stock Ownership Plan (the plan). The plan is a
qualified defined contribution plan under Section 401(a) of the
Internal Revenue Code. Employees may make cash or deferred
contributions under Section 401(k) of the Internal Revenue Code.
On December 31, 1993, The Travelers Corporation was merged into
Primerica Corporation which was renamed The Travelers Inc. This was
effected through the exchange of .80423 shares of The Travelers Inc.
common stock for each share of The Travelers Corporation common stock
(the merger). All subsidiaries of the former Travelers Corporation
were contributed to The Travelers Insurance Group Inc. (TIG), a second
tier subsidiary of The Travelers Inc.
Eligible employees of TIG and certain of its subsidiaries and former
subsidiaries (the company) may authorize regular payroll deductions or
elect to tax defer a portion of their salary. These deductions can be
made in any whole percent and in total cannot exceed 15% of annual
salary. Effective April 1, 1993, the company matches 50% of the first
5% of tax deferred contributions by employees. The company's matching
contribution may be increased to up to 150% of the first 5% of tax
deferred contributions by employees depending on the company's annual
profitability. Prior to April 1, 1993, the company's matching
contribution was 100% of the first 5% of tax deferred contributions by
employees.
Prior to January 1, 1990, employer contributions were invested
principally in common stock of The Travelers Corporation that was held
in Common Stock-Employer (Fund 5). Effective January 1, 1990,
employer contributions were invested principally in The Travelers
Corporation's $4.53 Series A ESOP Convertible Preference Stock (Series
A Preference Stock). Effective December 31, 1993, employer
contributions are invested in The Travelers Inc.'s $4.53 ESOP
Convertible Preferred Stock, Series C, $1.00 par value (Series C
Preferred Stock).
On June 15, 1989, the plan was amended to include an Employee Stock
Ownership Plan (the ESOP). On June 21, 1989, the ESOP borrowed $200
million, at a variable interest rate, from Chase Manhattan Bank. The
variable interest rate was 3.0281% as of December 31, 1993.
Increasing semi-annual payments that began January 1, 1990 will fully
amortize the debt by July 1, 1997. Principal payments made during
1993 and 1992 totaled $23.8 million and $20.5 million, respectively.
The minimum principal payments to be made in 1994, 1995, 1996 and
1997 are $27.7 million, $29.9 million, $32.4 million and $34.9
million, respectively. The loan is guaranteed by The Travelers Inc.
18
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
1. PLAN DESCRIPTION, Continued
On June 21, 1989, the trustee for the ESOP, Shawmut Bank,
purchased 3,755,869 shares of Series A Preference Stock for the
ESOP for $200 million with the proceeds of the loan. On December
31, 1993, in conjunction with the merger, the shares of Series A
Preference Stock were converted into shares of Series C Preferred
Stock, which have substantially the same rights and privileges as
the shares so converted. The Series C Preferred Stock is pledged
as collateral for the loan and is being released from collateral
as the loan is repaid. The company matches tax deferred
contributions by employees with the Series C Preferred Stock
valued at the greater of its minimum value of $53.25 per share or
the fair market value of the Series C Preferred Stock determined
as described in note 3. Each share of Series C Preferred Stock
is guaranteed by The Travelers Inc. at a minimum value of $53.25
and is entitled to receive a cumulative annual dividend of $4.53.
Such dividends are reinvested in additional shares of Series C
Preferred Stock at a cost equal to the value determined as
described in note 3. These shares are then subject to the
same guaranteed minimum value. The Series C Preferred Stock may
be held only by the ESOP trustee. It is convertible into The
Travelers Inc. common stock at a one-to-one conversion rate.
The Series C Preferred Stock is allocated to participants by a
method that considers the debt service requirements of the ESOP.
To the extent that the shares allocated by this method are not
sufficient to meet the company's matching obligation under the
plan, the company will contribute additional Series C Preferred
Stock, common stock or cash. The 1993 matching obligation was
met by the shares allocated by the debt service requirements.
The 1992 matching obligation was met by the shares allocated by
the debt service requirements and a contribution of 184,397
additional shares of Series A Preference Stock in January 1993.
As of December 31, 1993 and 1992, participants in the ESOP had an
aggregate beneficial interest in Series C Preferred Stock
totaling $146.9 million and in Series A Preference Stock totaling
$115.1 million (2,449,164 shares in 1993 based on the $60.00 per
share fair market value, and 2,054,784 shares in 1992 based on
the $56.03 per share fair market value). The 1993 interest was
satisfied by the release in 1993 of 279,847 shares of Series A
Preference Stock held by the trustee and by 114,533 shares of
Series C Preferred Stock held by the trustee in January 1994.
The 1992 interest was satisfied by the release of Series A
Preference Stock as follows: 394,044 shares held by the trustee
in 1992, 149,514 shares held by the trustee in January 1993 and
by the company's contribution of 184,397 additional shares also
in January 1993.
The plan allows active, salaried employees to borrow up to 50% of
their vested balance from the plan not to exceed the total of
their Fixed (Fund 2) balance, subject to the maximum limitations
set forth in the Internal Revenue Code. All loans pay interest
at a fixed rate set by the plan administrator that is at least
equal to the Fixed (Fund 2) interest rate at the time of origination.
19
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
1. PLAN DESCRIPTION, Continued
As a result of the merger, the plan cannot be amended or modified
in any way prior to December 31, 1995 that would reduce or
adversely affect the benefits provided by the plan immediately
prior to the merger. Following the merger and until December 31,
1995, there can be no merger, consolidation or termination of the
plan.
More detailed information as to contribution, withdrawal and
termination provisions and federal income tax effects of the plan
to participants is contained in The Travelers Savings, Investment
and Stock Ownership Plan prospectus.
2. INVESTMENT ALTERNATIVES
Pursuant to the plan, eligible employees of the company may elect
to invest their basic and supplemental contributions, as defined
by the plan, in several investment alternatives. The investment
alternatives include: a group annuity contract issued by The
Travelers Insurance Company, a subsidiary of TIG, having a fixed
interest rate subject to annual adjustment (Fund 2); common stock
of The Travelers Corporation through December 31, 1993 and common
stock of The Travelers Inc. effective January 1, 1994 (Fund 3);
participation in The Travelers Large Cap Index Fund through
December 31, 1993 and participation in State Street Global
Advisors S&P 500 Flagship Fund effective January 1, 1994 (Fund
7); or participation in The Travelers Small Cap Index Fund
through December 31, 1993 and participation in State Street
Global Advisors Russell 2000 Fund effective January 1, 1994 (Fund
8). Participants may invest their contributions in more than one
fund. There were 27,851, 28,158 and 27,585 persons participating
in the plan at December 31, 1993, 1992 and 1991, respectively.
This includes active, retired and terminated employee account
balances.
Effective January 1, 1987, the plan was amended to prohibit
contributions to individual retirement accounts. Prior to
January 1, 1987, contributions were invested in a group annuity
contract issued by The Travelers Insurance Company having a
guaranteed fixed rate of interest for five plan years (Fixed-IRA
(Fund 6)). There were 4,622, 4,925 and 5,270 persons
participating under the individual retirement account provisions
at December 31, 1993, 1992 and 1991, respectively. This
includes active, retired and terminated employee account
balances.
20
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES
Change in Accounting Method - Distributions Payable to Employees
----------------------------------------------------------------
In July 1993, the American Institute of Certified Public
Accountants issued an audit guide entitled "Audits of Employee
Benefit Plans With Conforming Changes as of May 1, 1993" (the
Guide). The Guide prohibits the recognition as a liability of
amounts allocated to participants who have withdrawn from the
plan as of year-end, but for which distribution has not been made
by year-end, including amounts due to retired and terminated
employees who have elected to maintain their assets in the plan
until a future date, in the statement of net assets available for
plan benefits. Disclosure of such amounts, however, is required.
Accordingly, the balances relating to distributions payable for
each fund as shown below, have not been recorded as a liability
in the statement of net assets available for plan benefits at
December 31, 1993. These amounts have been recorded as
distributions payable in the plan's Annual Return/Report of
Employee Benefit Plan (Form 5500), in accordance with Department
of Labor's regulations. In the prior year, the plan reported
such amounts as a liability. Accordingly, the cumulative effect
of this change in accounting method has been reflected in the
statement of changes in net assets available for plan benefits
for the year ended December 31, 1993.
Distributions Payable
Fund at December 31, 1993
---- --------------------
Fixed (Fund 2) $199,510,513
Common Stock-Employee (Fund 3) 27,460,209
Common Stock-Employer (Fund 5) 46,724,815
Fixed - IRA (Fund 6) 2,881,140
The S&P 500 Flagship Fund
(Fund 7) 15,062,290
The Russell 2000 Fund (Fund 8) 10,078,455
ESOP (Fund 9) 25,896,543
-------------
Total $327,613,965
=============
Valuation of Investments
------------------------
Fund 2: The amount held by The Travelers Insurance Company's
general account under a group annuity contract is represented by
contributions received and interest credited and reduced by
amounts disbursed to participants. This contract provides for
the repayment of principal and the crediting of interest. For
1993, 1992 and 1991, the annual interest rates earned under this
contract were 7.50%, 8.50% and 9.10%, respectively. The group
annuity contract is valued at contract value which approximates
fair value.
21
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES, Continued
Valuation of Investments, Continued
------------------------
Funds 3 and 5: At December 31, 1993, Fund 3 held 2,728,795
shares of common stock of The Travelers Corporation, which were
converted into 2,194,579 shares of common stock of The Travelers
Inc. At December 31, 1993, Fund 5 held 3,274,335 shares of
common stock of The Travelers Corporation, which were converted
into 2,633,318 shares of common stock of The Travelers Inc. At
December 31, 1992, Fund 3 held 2,806,683 shares, and Fund 5 held
3,405,860 shares of common stock of The Travelers Corporation.
The shares are carried at fair market value. The converted value
of The Travelers Inc. common stock at December 31, 1993 was
approximately $38.70. At the time of the merger, the shares of
common stock of The Travelers Corporation that were held for plan
participants were exchanged for The Travelers Inc. common stock,
at the exchange rate of .80423 shares of The Travelers Inc.
common stock for each share of The Travelers Corporation common
stock. The closing price of The Travelers Corporation common
stock at December 31, 1993 and 1992 was $31.125 and $27.250,
respectively.
Fund 6: The amount held by The Travelers Insurance Company's
general account under a group annuity contract for individual
retirement accounts is represented by interest credited and
reduced by amounts disbursed to participants. This contract
provides for the repayment of principal and the crediting of
interest. No contributions have been allowed since December 31,
1986. For amounts left on deposit for the 1993, 1992 and 1991
plan periods, the interest rates guaranteed by the company were
7.05%, 8.00% and 9.15%, respectively. These rates are guaranteed
for five plan years. Early withdrawal penalties apply. The
group annuity contract is valued at contract value which
approximates fair value.
Fund 7: The State Street Global Advisors S&P 500 Flagship Fund
is an investment fund managed by The State Street Bank and Trust
Company. The Travelers Large Cap Index Fund is a pooled separate
account of The Travelers Insurance Company. The principal
investment objective of both funds is to track the return of the
Standard and Poor's 500 Stock Index. The investments in both
funds are carried at fair market value.
Fund 8: The State Street Global Advisors Russell 2000 Fund is an
investment fund managed by The State Street Bank and Trust
Company. The Travelers Small Cap Index Fund was a pooled
separate account of The Travelers Insurance Company, and
terminated on December 31, 1993. The principal investment
objective of both funds is to track the return of the Russell
2000 Small Stock Index. The investments in both funds are
carried at fair market value.
22
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES, Continued
Valuation of Investments, Continued
------------------------
Fund 9: The principal objective of the ESOP is to invest the
company's matching contributions in shares of the Series C
Preferred Stock at December 31, 1993 and Series A Preference
Stock at December 31, 1992, which are carried at value. Value of
each of these series is equal to the greater of the minimum value
of $53.25 per share or fair market value as determined from an
appraisal prepared by an independent appraiser. The appraiser is
selected by the ESOP trustee with the approval of The Travelers
Insurance Group Inc. The value of the Series C Preferred Stock
was $60.00 per share at December 31, 1993 and the value of the
Series A Preference Stock was $56.03 per share at December 31,
1992. Temporary cash funds pending permanent investment or
distribution may be invested by the trustee in qualifying short-
term investments as defined in Section 2.4 of the Trust
Agreement. These short-term investments are carried at market
value less accrued interest thereon, which is included in
investment income accrued. Short-term investments consisted of a
short-term money market account and investment grade commercial
paper at December 31, 1993 and 1992.
Other
-----
Purchases and sales of investments are recorded on the trade
date.
Purchases and sales of The State Street Global Advisors S&P 500
Flagship Fund, The State Street Global Advisors Russell 2000
Fund, The Travelers Large Cap Index Fund and The Travelers Small
Cap Index Fund participation units are recorded on the valuation
dates.
Dividend income and capital gain distributions are recognized on
the ex-dividend date. Interest income is recorded when earned.
Interest expense is recorded when incurred.
Net appreciation (depreciation) in the fair value of investments
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on investments, and is reflected in
the statement of changes in net assets available for plan
benefits.
Certain prior year amounts have been reclassified to conform with
the 1993 presentation.
23
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
4. TAX STATUS
The plan is not subject to federal income tax. The Internal
Revenue Service advised (June 2, 1986) that the plan and its
related trust satisfied the qualification and exemption
requirements of Sections 401(a) and 501(a) of the Internal
Revenue Code.
In accordance with the removal of the Internal Revenue Service
prohibition of rulings on plans containing 401(k) and employee
stock ownership features, the plan intends to apply to the
Internal Revenue Service for a favorable determination regarding
its continuing tax-exempt status for plan amendments effective on
and after January 1, 1987.
5. FEES AND EXPENSES
Transaction Fees
----------------
Participants in The Travelers Small Cap Index Fund were assessed
transaction fees through July 7, 1993. Transaction fees were
discontinued after this date due to The Travelers Insurance
Company's decision to terminate this and other index funds.
Transaction fees were assessed on deposits, withdrawals and
transfers based on actual brokerage and commission costs incurred
on net participant activity, allocated on a pro rata basis.
Transaction fees assessed to The Travelers Small Cap Index Fund
(Fund 8) on purchases of units were added to the investment
basis. Transaction fees assessed to The Travelers Small Cap
Index Fund (Fund 8) on sales of units were included in net
appreciation (depreciation) in the fair value of investments.
Administrative Expenses
-----------------------
All expenses (excluding expenses incurred in connection with the
purchase and sale of securities) incurred in administering the
plan are paid by The Travelers Insurance Group Inc. The
administrative expenses paid amounted to $1,611,744, $1,678,926
and $1,351,475 for the years ended December 31, 1993, 1992 and
1991, respectively.
Trustee fee expenses assessed to the ESOP are reimbursed by The
Travelers Insurance Group Inc. Trustee fee expenses of the ESOP
amounted to $91,387, $82,035 and $75,000 for the years ended
December 31, 1993, 1992 and 1991, respectively.
24
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. PLAN PARTICIPANTS
The following affiliates and former affiliates of The Travelers
Insurance Group Inc. have participated in the plan during the past
three years:
The Travelers Insurance Group Inc.
The Travelers Insurance Company
The Travelers Indemnity Company
The Phoenix Insurance Company
The Charter Oak Fire Insurance Company
The Travelers Investment Management Company
* The Travelers Corporation
The Travelers Indemnity Company of Rhode Island
The Travelers Indemnity Company of America
The Travelers Indemnity Company of Illinois
The Travelers Insurance Company of Illinois
The Travelers Life and Annuity Company
* The Travelers Life Insurance Company
The Travelers Health Network, Inc. and Subsidiaries
Constitution Plaza, Inc.
The Plaza Corporation
The Prospect Company
The Center for Corporate Health, Inc.
Conservco, Inc.
Bankers and Shippers Insurance Company
Travelers Specialty Property Casualty Company, Inc.
* The Constitution State Insurance Company
Constitution State Service Company
* The Massachusetts Company, Inc.
* Travelers/EBS, Inc.
Travelers Equity Sales, Inc.
The Travelers Realty Investment Company
KP Properties Corporation
First Trenton Indemnity Company
Burlington Acceptance Corporation
Bankers and Shippers Indemnity Company
Premier Insurance Company of Massachusetts
Travelers Home and Marine Insurance Company
Travco Insurance Company
* Former Affiliate
25
EXHIBIT 99.13
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL INFORMATION
DECEMBER 31, 1993 AND 1992
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
Independent Auditors' Report
The Annuity Board and Participants
American Capital Management & Research, Inc.
Profit Sharing and Savings Plan:
We have audited the accompanying statements of financial position of the
American Capital Management & Research, Inc. Profit Sharing and Savings
Plan (the "Plan") as of December 31, 1993 and 1992, and the related
statements of operations and changes in plan equity for each of the
years in the two-year period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the American
Capital Management & Research, Inc. Profit Sharing and Savings Plan as
of December 31, 1993 and 1992, and the results of its operations and
changes in its plan equity for each of the years in the two-year period
ended December 31, 1993 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
included in the Schedules is presented for purposes of additional
analysis and is not a required part of the basic financial statements,
but is supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, as amended. Such information
has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
\s\ KPMG PEAT MARWICK
May 26, 1994
1
<PAGE>
<TABLE><CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Position
December 31, 1993
American
American American American American Capital
Capital Travelers Capital Capital Capital Emerging
Reserve Common Corporate Enterprise Comstock Growth
Assets Fund Stock Fund Bond Fund Fund Fund Fund
- - - - - ------ ----------- ----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Money market securities $ 1,938,762 $ 41,063 $ - $ - $ - $ -
Common stock - 13,370,123 1,575,310 4,268,315 597,272 1,498,618
Employer contributions
receivable 143,929 424,748 99,948 388,578 111,435 371,473
Other receivables 1,615 6,902 - - - -
----------- ----------- ----------- ----------- ----------- ---------
Total assets $ 2,084,306 $13,842,836 $ 1,675,258 $ 4,656,893 $ 708,707 $ 1,870,091
=========== =========== =========== =========== =========== ===========
Liabilities and Plan Equity
---------------------------
Other payables $ 111,960 $ 95,081 $ 1,635 $ 13,906 $ 976 $ 3,829
Plan equity 1,972,346 13,747,755 1,673,623 4,642,987 707,731 1,866,262
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities
and plan equity $ 2,084,306 $13,842,836 $ 1,675,258 $ 4,656,893 $ 708,707 $ 1,870,091
=========== =========== =========== =========== =========== ===========
<CAPTION>
Assets Total
- - - - - ------ ------
<S> <C>
Money market securities $ 1,979,825
Common stock 21,309,638
Employer contributions
receivable 1,540,111
Other receivables 8,517
-----------
Total assets $24,838,091
===========
Liabilities and Plan Equity
---------------------------
Other payables $ 227,387
Plan equity 24,610,704
===========
Total liabilities
and plan equity $24,838,091
===========
See accompanying notes to financial statements.
2
</TABLE>
<PAGE>
<TABLE> <CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Position
December 31, 1992
American American American American
Capital Travelers* Capital Capital Capital
Reserve Common Corporate Enterprise Pace
Assets Fund Stock Fund Bond Fund Fund Fund Total
- - - - - ------ ----------- ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Money market securities $ 2,261,789 $ 1,880 $ - $ - $ - $ 2,263,669
Common stock - 8,756,939 1,723,996 2,664,223 2,265,503 15,410,661
Dividend and interest
receivable - - 10,615 - - 10,615
Employer contributions
receivable 282,983 340,592 164,936 662,353 329,833 1,780,697
----------- ----------- ---------- ---------- ----------- -----------
Total assets $ 2,544,772 $ 9,099,411 $1,899,547 $3,326,576 $ 2,595,336 $19,465,642
=========== =========== ========== ========== =========== ===========
Liabilities and Plan Equity
---------------------------
Other payables $ 87,471 $ 82,385 $ 2,795 $ 5,106 $ 6,756 $ 184,513
Plan equity 2,457,301 9,017,026 1,896,752 3,321,470 2,588,580 19,281,129
----------- ----------- ---------- ---------- ----------- -----------
Total liabilities
and plan equity $ 2,544,772 $ 9,099,411 $1,899,547 $3,326,576 $ 2,595,336 $19,465,642
=========== =========== ========== ========== =========== ===========
* formerly Primerica
See accompanying notes to financial statements.
3
</TABLE>
<PAGE>
<TABLE> <CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Statement of Operations and Changes in Plan Equity
For the Year Ended December 31, 1993
American American American American
Capital Travelers* Capital Capital Capital
Reserve Common Corporate Enterprise Comstock
Fund Stock Fund Bond Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investment income (loss):
Net realized gains $ - $ 743,604 $ 20,276 $ 6,952 $ 1,091
Change in unrealized
appreciation (depreciation)
of investments - 4,428,102 45,267 (100,631) (28,816)
----------- ----------- ----------- ----------- -----------
- 5,171,706 65,543 (93,679) (27,725)
Dividends - 174,639 112,510 522,750 66,871
Interest 43,994 1,815 - - -
----------- ----------- ----------- ----------- -----------
43,994 5,348,160 178,053 429,071 39,146
Transfers from (to) other funds (508,974) 825,291 (13,922) 454,094 489,666
Contributions:
Employer:
401(k) Savings Plan - 627,267 - - -
Profit Sharing Program 143,969 427,100 100,681 397,307 111,450
Employee 74,791 309,531 129,411 427,055 73,652
----------- ----------- ----------- ----------- -----------
218,760 1,363,898 230,092 824,362 185,102
Benefits paid to participants
and withdrawals (126,775) (2,744,516) (615,717) (372,105) (5,207)
Forfeitures (111,960) (54,191) (1,635) (13,905) (976)
Administrative expenses - (7,913) - - -
----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in Plan equity (484,955) 4,730,729 (223,129) 1,321,517 707,731
Plan equity, beginning of year 2,457,301 9,017,026 1,896,752 3,321,470 -
----------- ----------- ----------- ----------- -----------
Plan equity, end of year $ 1,972,346 $13,747,755 $ 1,673,623 $ 4,642,987 $ 707,731
=========== =========== =========== =========== ===========
<CAPTION>
American
American Capital
Capital Emerging
Pace Growth
Fund Fund Total
----------- ---------- ------------
<S> <C> <C> <C>
Investment income (loss):
Net realized gains $ 3,822 $ 31,111 $ 806,856
Change in unrealized
appreciation (depreciation)
of investments - 138,410 4,482,332
----------- ---------- -----------
3,822 169,521 5,289,188
Dividends 301 88,927 965,998
Interest - - 45,809
----------- ---------- -----------
4,123 258,448 6,300,995
Transfers from (to) other funds (2,581,689) 1,335,534 -
Contributions:
Employer:
401(k) Savings Plan - - 627,267
Profit Sharing Program - 371,552 1,552,059
Employee 64,566 192,512 1,271,518
----------- ---------- -----------
64,566 564,064 3,450,844
Benefits paid to participants
and withdrawals (75,580) (287,955) (4,227,855)
Forfeitures - (3,829) (186,496)
Administrative expenses - - (7,913)
----------- ---------- -----------
Net increase (decrease)
in Plan equity (2,588,580) 1,866,262 5,329,575
Plan equity, beginning of year 2,588,580 - 19,281,129
----------- ---------- -----------
Plan equity, end of year --- $1,866,262 $24,610,704
=========== ========== ===========
* formerly Primerica See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
<TABLE> <CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Statement of Operations and Changes in Plan Equity
For the Year Ended December 31, 1992
American American American American
Capital Travelers* Capital Capital Capital
Reserve Common Corporate Enterprise Pace
Fund Stock Fund Bond Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income (loss):
Net realized gains (losses) $ - $ 32,863 $ (1,478) $ (12,364) $ (5,074) $ 13,947
Change in unrealized
appreciation (depreciation)
of investments - 1,549,436 7,654 (192,826) (234,229) 1,130,035
----------- ----------- ----------- ----------- ----------- -----------
- 1,582,299 6,176 (205,190) (239,303) 1,143,982
Dividends - 126,275 139,277 403,295 330,883 999,730
Interest 60,956 1,171 - - - 62,127
----------- ----------- ----------- ----------- ----------- -----------
60,956 1,709,745 145,453 198,105 91,580 2,205,839
Transfers from (to) other funds (186,832) (93,140) (11,468) 580,379 (288,939) -
Contributions:
Employer:
401(k) Savings Plan - 521,403 - - - 521,403
Profit Sharing Program 282,983 340,592 164,936 662,353 329,833 1,780,697
Employee 123,472 229,620 129,987 403,641 266,704 1,153,424
----------- ----------- ----------- ----------- ----------- -----------
406,455 1,091,615 294,923 1,065,994 596,537 3,455,524
Benefits paid to participants
and withdrawals (330,018) (388,294) (82,845) (129,474) (122,735) (1,053,366)
Forfeitures (87,471) (82,385) (2,795) (5,106) (6,756) (184,513)
Administrative expenses - (5,504) - - - (5,504)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in Plan equity (136,910) 2,232,037 343,268 1,709,898 269,687 4,417,980
Plan equity, beginning of year 2,594,211 6,784,989 1,553,484 1,611,572 2,318,893 14,863,149
----------- ----------- ----------- ----------- ----------- -----------
Plan equity, end of year $ 2,457,301 $ 9,017,026 $ 1,896,752 $ 3,321,470 $ 2,588,580 $19,281,129
=========== =========== =========== =========== =========== ===========
* formerly Primerica
See accompanying notes to financial statements.
5
</TABLE>
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
1. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual
basis of accounting whereby revenues are recognized when earned
and expenses are recognized when incurred.
Investments
Investments consist of common stock, fixed-income securities,
equity securities and money market securities and are stated at
fair value as established by quoted market prices. The
investments are primarily in the common stock of The Travelers
Inc., the parent of American Capital Management & Research, Inc.
and Subsidiaries ("ACMR"), or open-end management investment
companies (mutual funds) managed by a subsidiary of ACMR.
Security transactions are recorded on a trade date basis.
Realized gains and losses from the sale of investments are
determined separately based on average revalued cost (the
weighted average of the market value of the shares or units held
at the beginning of the plan year and the historical costs of the
shares or units acquired since the beginning of the plan year).
2. Description of the Plan
Background
The Board of Directors of ACMR approved the American Capital
Management & Research, Inc. Profit Sharing and Savings Plan
(formerly known as the American Capital Management & Research,
Inc. Thrift and Incentive Plan) (the "Plan") on September 9,
1983.
Continued
6
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Background, continued
On December 31, 1993 Primerica Corporation ("Primerica") acquired
approximately 73% of The Travelers Corporation ("old Travelers")
common stock that it did not previously own. Old Travelers was
merged into Primerica and concurrently Primerica changed its name
to The Travelers Inc. ("Travelers"). ACMR is a wholly-owned
indirect subsidiary of Travelers. Effective with the December
31, 1993 merger of Primerica and Travelers, the Primerica Common
Stock Fund has been changed to the Travelers Common Stock Fund
which invests in shares of Travelers common stock. All
references to Travelers stock activity prior to December 31, 1993
refer to the predecessor company, Primerica.
The Plan includes a profit sharing program ("Profit Sharing
Program") and a 401(k) savings plan ("401(k) Savings Plan") and
both programs have their own provisions concerning eligibility,
contributions, vesting, investments and distributions.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The Plan is a
defined contribution plan; accordingly, no specific level of
benefits is guaranteed by the Plan.
The following description of the Plan is provided for general
information purposes only. Participants should refer to the
Prospectus/Summary Plan Description for more complete
information.
Eligibility
401(k) Savings Plan
-------------------
Full or part-time employees of ACMR and its participating
subsidiaries who have completed at least one year of service are
eligible to participate in the 401(k) Savings Plan.
Continued
7
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Eligibility, continued
Profit Sharing Program
----------------------
Full or part-time employees of ACMR and its participating
subsidiaries begin to accrue contributions under the Profit
Sharing Program as of the first day of the month coincident
with or next following their completion of six months of
service. In order to be eligible for a contribution under the
Profit Sharing Program a participant must be an active employee
of ACMR or one of its participating subsidiaries on the last day
of the plan year.
Investment Options
401(k) Savings Plan
-------------------
Through April 27, 1993, the Plan offered five investment options
available for investment of participant voluntary salary
reduction contributions. The five (5) options were: (a)
Travelers Common Stock Fund - invests in Travelers common stock;
(b) American Capital Corporate Bond Fund - invests in shares of
American Capital Corporate Bond Fund, Inc.; (c) American Capital
Reserve Fund - invests in shares of American Capital Reserve
Fund, Inc.; (d) American Capital Enterprise Fund - invests in
shares of American Capital Enterprise Fund, Inc. and (e) American
Capital Pace Fund - invests in shares of American Capital Pace
Fund, Inc.
Effective April 27, 1993, the American Capital Pace Fund was
removed from the Plan and all assets were exchanged into other
investment options in accordance with written instructions from
the participants. Also, effective April 27, 1993, American
Capital Comstock Fund which invests in shares of American Capital
Comstock Fund, Inc. and American Capital Emerging Growth Fund
which invests in shares of American Capital Emerging Growth Fund,
Inc. were added to the Plan's investment selections.
Salary reduction contributions under the 401(k) Savings Program
are invested in accordance with written direction of the
participant, in 5% increments, in the investment options
described above.
Continued
8
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Investment Options, continued
Profit Sharing Program
----------------------
Contributions under the Profit Sharing Program are invested, in
accordance with written directions of the participant, in 5%
increments, in the investment options described above. If no
instruction is given, such contributions are invested in the
Reserve Fund.
Contributions
401(k) Savings Plan
-------------------
The 401(k) Savings Plan allows for salary reduction contributions
on a pre-tax basis under Section 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"). In order to participate
in the Plan's 401(k) Savings Plan, an eligible participant must
reduce his salary and have a salary reduction contribution made
on his behalf of at least 1% and no more than 10% of his base
salary in 1% full increments.
In accordance with the Tax Reform Act of 1986, as amended,
participants are limited in the amount of pre-tax salary
reduction contributions which they may make to the Plan under
Section 402(g) of the Code ($8,994 and $8,728 annual maximum for
1993 and 1992, respectively).
Prior to 1989, the Plan permitted after-tax contributions, but
effective January 1, 1989, participants were no longer permitted
to make any contributions to the 401(k) Savings Plan other than
their pre-tax salary reduction contributions. However, any
funds held by the Plan as of December 31, 1988 which were
attributable to a participant's previous after-tax contributions
will continue to be held under the Plan.
Continued
9
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Contributions, continued
ACMR makes matching employer contributions for each participant
each pay period determined in accordance with the following
schedule:
Participant's salary Rate of matching ACMR
reduction contribution as a contribution as a percentage
percentage of compensation of compensation
---------------------------- ---------------------------
1.0% 1.0%
2.0 2.0
3.0 2.5
4.0 and over 3.0
Profit Sharing Program
----------------------
ACMR will make annual fixed contributions to the participant's
Profit Sharing Program account of 2-1/2% of the participant's
basic compensation up to the social security wage base ($57,600
and $55,500 for 1993 and 1992, respectively) plus 4% of the
participant's basic compensation in excess of the social security
wage base limited to the first $235,840 of pay for the 1993 plan
year. Effective January 1, 1994, the wage limit for qualified
retirement plans was reduced from $235,840 to $150,000.
Participants with five or more years of service with ACMR receive
an additional contribution equal to 1/2% of their basic
compensation. ACMR's fixed contributions to the Profit Sharing
Program for 1993 and 1992 aggregated $886,410 and $878,898,
respectively.
ACMR may also make annual contributions on a discretionary basis
ranging from 0-6% of the participant's compensation, as
determined by ACMR's Board of Directors. ACMR's discretionary
contributions to the Profit Sharing Program for 1993 and 1992
aggregated $653,622 and $901,799, respectively.
Effective January 1, 1993, the definition of basic compensation
was amended to exclude commissions and bonuses paid to
participants in the Long-Term Incentive Program of American
Capital Marketing, Inc.
Continued
10
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Vesting
401(k) Savings Plan
-------------------
A participant in the 401(k) Savings Plan has a non-forfeitable
interest in his salary reduction contribution account at all
times.
Matching employer contributions for participants whose ACMR
employment began before January 1, 1992 vest in accordance with
the following schedule:
Full years of Service Vesting percentage
--------------------- ------------------
1 25%
2 50%
3 75%
4 or more 100%
Matching employer contributions for participants whose ACMR
employment began after December 31, 1991 vest in accordance with
the following schedule:
Full years of Service Vesting percentage
--------------------- ------------------
Less than 5 0%
5 or more 100%
Profit Sharing Program
----------------------
Contributions under the Profit Sharing Program vest in accordance
with the following schedule:
Full years of Service Vesting percentage
--------------------- ------------------
Less than 3 0%
3 50%
4 75%
5 or more 100%
Under both plans contributions become fully vested upon
occurrence of normal retirement date, termination due to
disability, or death.
Continued
11
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Distributions and Withdrawals
401(k) Savings Plan
-------------------
A terminated participant's vested interest in the Plan's 401(k)
Savings Plan is distributed to him following his attaining a
normal retirement age of 65 (or following actual retirement, if
later) unless he elects to have a distribution made to him
following his termination of employment prior to attaining the
age of 65.
Generally, in-service withdrawals of a participant's before- and
after-tax contributions and vested ACMR contributions are
permitted subject to various conditions and restrictions,
depending upon the nature of the contribution (or earnings
thereon) being withdrawn, the participant's age, and the
participant's vested interest and length of participation in the
Plan. A participant who makes a withdrawal in excess of the
amount of his after-tax contributions who has been in the Plan
for at least two years and who has not completed 60 months of
participation in the Plan or attained age 59-1/2 is not credited
with any ACMR matching employer contributions for a period of six
months. Withdrawals from an employed participant's pre-tax
salary reduction account are permitted only upon attaining age
59-1/2 or due to financial hardship as defined in the Plan.
Earnings on pre-tax contributions credited to a participant's
account after 1988 and any matching employer contributions (and
earnings thereon) used to satisfy the Section 401(k)
nondiscrimination requirements of the Code will not be available
for hardship withdrawal. Hardship withdrawal results in certain
limitations as to participation for a one-year period. Only one
withdrawal is permitted in a twelve-month period other than for
financial hardship.
Profit Sharing Program
----------------------
Withdrawals from a participant's Profit Sharing Program account
are not permitted prior to termination of employment, except in
the case of a participant who is fully vested in such accounts
and who has attained the age of 59-1/2 years.
Continued
12
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Forfeitures
The nonvested portion of a terminated participant's contribution
account is forfeited, subject to reinstatement if the participant
is re-employed by ACMR before incurring a five-year break in
service and repays any distribution of the vested portion of his
account. Forfeitures are used to reduce future ACMR
contributions.
Cost of Administration
The Plan provides that all administrative expenses of the Plan
shall be paid from assets of the Plan except to the extent the
employer makes other provisions therefor. During the years 1993
and 1992, all administrative expenses of the Plan were paid by
ACMR with the exception of fees charged by Mellon Bank for the
purpose of acting as custodian for Travelers Common Stock Fund.
Brokerage commissions and other expenses relating to the purchase
or sale of investments are paid by the Plan.
American Capital Trust Company (the "Trustee"), a subsidiary of
ACMR acts as Trustee and performs all recordkeeping
responsibilities for the Plan.
Participants' Accounts
Each participant's 401(k) Savings Plan account consists of the
participant's pre-tax and after-tax contributions and an
allocation of (a) ACMR's matching employer contributions and (b)
Plan earnings.
The Profit Sharing Program contributions made on behalf of a
participant by ACMR are held in a separate "Profit Sharing
Program account" which reflects each participant's share of the
investment fund attributed to such ACMR contributions.
Continued
13
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Participant's Accounts, continued
At December 31, 1993 and 1992, there were 696 and 616 total
participants, respectively, in the Plan, of whom 455 and 500 were
active participants (currently making 401(k) Plan contributions
as of such dates), respectively, in the Plan.
These participants have elected to invest in the following
programs:
Number of participant
accounts in each program
------------------------
1993 1992
---- ----
American Capital Reserve Fund 306 397
Travelers Common Stock Fund 610 547
American Capital Corporate
Bond Fund 312 319
American Capital Enterprise Fund 484 423
American Capital Pace Fund 0 437
American Capital Comstock Fund 159 0
American Capital Emerging Growth Fund 318 0
The number of accounts exceed actual participants due to the
multiple investment elections made by some participants.
3. Federal Income Taxes
On August 10, 1987, the Plan received its latest favorable
determination from the Internal Revenue Service approving the
continued exemption of the Plan from Federal income taxes. The
Plan has been amended to incorporate certain operational
amendments since such date. In the opinion of the plan sponsor,
the Plan and its underlying trust have operated within the terms
of the Plan and the plan sponsor intends to apply for a
determination letter by June 30, 1994 on the status of the Plan
under Section 401(a) of the Code regarding the most recent
amendments.
Continued
14
<PAGE>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
3. Federal Income Taxes, continued
Matching employer contributions, participant's pre-tax salary
reduction contributions and all earnings (including earnings on
after-tax contributions) are not taxable to the participant until
distributed. Once a participant has withdrawn all his pre-1987
employee after-tax contributions, the pro rata portion of any
pre-retirement distribution (which is not rolled over)
attributable to matching employer contributions and participant
salary reduction contributions, and all earnings, are subject to
a 10% excise tax in addition to normal federal income tax except
in certain circumstances. Unrealized appreciation on
distributions of Travelers common stock and attributable to
nondeductible employee contributions is not taxable at the time
of payment. Unrealized appreciation on shares of Travelers
common stock distributed in a qualifying lump sum distribution is
also not taxable at the time of distribution.
4. Related Party Transactions
The Plan invests in the common stock of Travelers (formerly
Primerica). During 1993 and 1992 the Plan had the following
purchases and sales/distributions of Travelers common stock:
1993 1992
---------- ----------
Purchases: $2,330,210 $1,289,340
Sales/distributions: 2,888,732 610,236
Realized gains: 743,604 32,863
5. Plan Termination
ACMR has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in both the 401(k) Savings
Plan matching employer contributions and Profit Sharing
contributions.
Continued
15
<PAGE>
<TABLE> <CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
6. Investments
The following table summarizes the Plan's investments as of December 31, 1993 and 1992.
All assets are held in the name of the Plan by the Trustee.
Number of ERISA Fair
Shares Cost Value
---------- ----------- ---------------
1993
------------------------
<S> <C> <C> <C>
American Capital Reserve
Fund, Inc. 1,938,762 $ 1,938,762 $ 1,938,762
Travelers Common Stock Fund:
Money market securities 41,063 41,063 41,063
Travelers common stock 343,926 8,942,021 13,370,123
American Capital Corporate
Bond Fund, Inc. 220,632 1,530,043 1,575,310
American Capital Enterprise
Fund, Inc. 349,004 4,368,946 4,268,315
American Capital Comstock
Fund, Inc. 36,441 626,088 597,272
American Capital Emerging
Growth Fund, Inc. 57,974 1,360,208 1,498,618
----------- -----------
$18,807,131 $23,289,463
=========== ===========
1992
----------------------------
American Capital Reserve
Fund, Inc. 2,261,789 $ 2,261,789 $ 2,261,789
Travelers* Common Stock Fund:
Money market securities 1,880 1,880 1,880
Travelers* common stock 181,022 7,207,503 8,756,939
American Capital Corporate
Bond Fund, Inc. 251,311 1,716,342 1,723,996
American Capital Enterprise
Fund, Inc. 210,777 2,857,049 2,664,223
American Capital Pace
Fund, Inc. 184,939 2,499,732 2,265,503
----------- -----------
$16,544,295 $17,674,330
=========== ===========
* formerly Primerica
Continued
</TABLE>
16
<PAGE>
<TABLE><CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
7. Net Realized Gains and Losses
The net realized gains and losses for the years ended December 31, 1993 and 1992 are as
follows:
Proceeds Net
Shares/ ERISA or Value at Realized
Units Cost Distribution Gains(Losses)
------- ------------ ------------ -------------
1993
--------------------
<S> <C> <C> <C> <C>
Travelers
common stock 62,774 $ 2,145,128 $ 2,888,732 $ 743,604
American Capital
Corporate
Bond Fund, Inc. 110,736 764,350 784,626 20,276
American Capital
Enterprise Fund,
Inc. 81,570 1,026,412 1,033,364 6,952
American Capital
Pace Fund, Inc. 218,400 2,688,558 2,692,380 3,822
American Capital
Comstock Fund, Inc. 1,349 23,257 24,348 1,091
American Capital
Emerging Growth
Fund, Inc. 11,710 261,716 292,827 31,111
----------- ----------- ------------
$ 6,909,421 $ 7,716,277 $ 806,856
=========== =========== ============
1992
--------------------
Travelers*
common stock 14,766 $ 577,373 $ 610,236 $ 32,863
American Capital
Corporate
Bond Fund, Inc. 36,393 248,290 246,812 (1,478)
American Capital
Enterprise
Fund, Inc. 31,170 428,331 415,967 (12,364)
American Capital
Pace Fund, Inc. 44,796 618,080 613,006 (5,074)
----------- ----------- ----------
$ 1,872,074 $ 1,886,021 $ 13,947
=========== =========== ==========
* formerly Primerica
Continued
17
</TABLE>
<PAGE>
<TABLE> <CAPTION>
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
8. Unrealized Appreciation (Depreciation) of Investments
The unrealized appreciation (depreciation) of investments by fund for the years ended December 31, 1993 and 1992 is as follows:
American American American American
Travelers* Capital Capital Capital Capital
Common Corporate Enterprise Pace Comstock
Stock Fund Bond Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1991 $ 2,610,160 $ 37,126 $ 107,434 $ 243,117 $ -
Change in unrealized
appreciation (depre-
ciation) during 1992 1,549,436 7,654 (192,826) (234,229) -
----------- ----------- ----------- ----------- -----------
Balance at
December 31, 1992 4,159,596 44,780 (85,392) 8,888 -
Change in unrealized
appreciation (depre-
ciation) during 1993 4,428,102 45,267 (100,631) - (28,816)
----------- ----------- ----------- ----------- -----------
Balance at
December 31, 1993 $ 8,587,698 $ 90,047 $ (186,023) $ 8,888 $ (28,816)
=========== =========== =========== =========== ===========
<CAPTION>
American
Capital
Emerging
Growth
Fund Total
----------- -----------
<S> <C> <C>
Balance at
December 31, 1991 $ - $ 2,997,837
Change in unrealized
appreciation (depre-
ciation) during 1992 - 1,130,035
---------- ----------
Balance at
December 31, 1992 - 4,127,872
Change in unrealized
appreciation (depre-
ciation) during 1993 138,410 4,482,332
---------- ----------
Balance at
December 31, 1993 $138,410 $ 8,610,204
=========== ===========
* formerly Primerica
18
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
19
<PAGE>
<TABLE> <CAPTION>
Schedule I
----------
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Reportable Transactions
For the Year Ended December 31, 1993
Additions Dispositions
------------------- ----------------------------------------------------------------
Current Value
Purchase Selling Cost of on transaction Net
Description of Assets Number Price Number Price Asset Date Gain
- - - - - --------------------------- ------ ----------- ------ ----------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Money Market Securities 127 $ 3,365,329 76 $ 3,351,669 $ 3,351,669 $ 3,351,669 $ -
American Capital Reserve
Fund, Inc. 55 390,291 79 713,318 713,318 713,318 -
Travelers* Common Stock 51 2,330,210 61 2,888,732 2,145,128 2,888,732 743,604
American Capital Enterprise
Fund, Inc. 72 2,731,135 58 1,033,364 1,026,412 1,033,364 6,952
American Capital Corporate
Bond Fund, Inc. 62 570,397 62 784,626 764,350 784,626 20,276
American Capital Pace Fund, Inc. 19 423,056 34 2,692,380 2,688,558 2,692,380 3,822
American Capital Comstock
Fund, Inc. 33 649,345 13 24,348 23,257 24,348 1,091
American Capital Growth
Fund, Inc. 43 1,621,924 14 292,827 261,716 292,827 31,111
* formerly Primerica
</TABLE>
20
<PAGE>
Schedule II
-----------
AMERICAN CAPITAL MANAGEMENT & RESEARCH, INC.
PROFIT SHARING AND SAVINGS PLAN
Assets Held for Investment Purposes
December 31, 1993
See Note 6 of the accompanying financial statements for
detail of Assets Held for Investment Purposes.
21
