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, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
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Commission file nuumber 1-9924
TRAVELERS GROUP 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)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (zip Code)
(212) 816-8000
(Registrant's telephone number, including area code)
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Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on which
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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
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Indicate by check mark if disclosure of delinquent filets pursuant to
Item 405 of Regulation S-K is not contained herein andwill 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 lO-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of March 10, 1995 was approximately $11.84 billion.
As of March 10, 1995, 320,960,465 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, 1994 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 26, 1995 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, and to make certain
additional changes to the exhibits. 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>
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Documents filed as a pan of the report:
(1) Financial Statements. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
Also filed as a pan 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:
No reports on Form 8-K have been filed by the
Company during the last quarter of the period covered
by this report.
<PAGE>
EXHIBIT INDEX
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<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
3.01 Restated Certificate of Incorporation of The Travelers Inc.
(the "Company") and Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series Y,
incorporated by reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994 (File No. 1-9924) (the "Company's March 31,
1994 10-Q").
3.02 By-Laws of the Company as amended through April 27, 1994,
incorporated by reference to Exhibit 3.02 to the Company's
March 31, 1994 10-Q.
10.01* Employment Protection Agreement, dated as of December 31,
1987, between the Company (as successor to Commercial Credit
Company "CCC") 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,
incorporated by reference to Exhibit 10.02.5 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K").
10.02.6* Amendment No. 12 to the Company's Stock Option Plan,
incorporated by reference to Exhibit 10.02.6 to the
Company's 1993 10-K.
10.03* Retirement Benefit Equalization Plan of the
Company (as successor to Primerica Holdings, Inc.), as
amended, incorporated by reference to Exhibit 10.03 to
to the Company's 1993 10-K.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
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,
incorporated by reference to Exhibit 10.06.2 to the Company's
1993 10-K.
10.07* Long-Term Incentive Plan of the Company, as amended,
incorporated by reference to Exhibit 10.08 to the
Company's 1992 10-K.
10.08.* Capital Accumulation Plan of the Company (the "CAP Plan"),
as amended to May 16, 1994.
10.09.* Agreement dated December 21, 1993 between the Company and
Edward H. Budd, incorporated by reference to Exhibit 10.22
to the Company's 1993 10-K.
<PAGE>
</TABLE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
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., Smith Barney Inc.
("SBI"), formerly Smith Barney, Harris Upham & Co. Incorporated,
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.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
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 SBI,
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* Amendment to the RFG Employment Agreement, incorporated by
reference to Exhibit 10.17.2 to the Company's March 31, 1994
Form 10-Q.
10.18.1 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* Employment Agreement effective January 1, 1995 between the
Company and Michael A. Carpenter.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
10.23.1* 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").
10.23.2* Amendment to The Travelers Corporation 1982 Stock Option Plan.
10.24.1* 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").
10.24.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan.
10.25* 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).
10.26* 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.
10.27* 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.
10.28* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to Exhibit
10.30 to the Company's 1993 Form 10-K.
10.29* 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).
10.30* Employment Agreement dated as of December 30, 1994, between
SBI and Joseph J. Plummer, II.
10.31* ** The Travelers Inc. Deferred Compensation and Electronic
Partnership Participation Plan.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
13.01 Pages 29 through 68 of the 1994 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1994 Annual Report to
Stockholders.
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.
24.03** Accountants' consents to incorporation by Electronic
reference of reports filed with Exhibits 99.11 and 99.12.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01** Information from Reports Furnished to State Insurance P
Regulatory Authorities. Schedule P of the Consolidated Paper
Annual Statement of The Travelers Insurance Group Inc. and
its affiliated property 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.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
99.05 The fourth paragraph of page 26 of the Company's September
30, 1993 10-Q.
99.06 The first full paragraph of page 26 of the Company's 1992
10-K.
99.07 The fourth paragraph of page 2 of the Company's March 1,
1994 8-K.
99.08 The paragraph that begins on page 2 and ends on page 3 of
the Company's March 1, 1994 8~K.
99.09 The second paragraph of page 29 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1994 (File No. 1-9924).
99.10** 1994 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.11** 1994 Financial Statements of Travelers Group 401(k) Savings Electronic
Plan.
</TABLE>
The total amount of securities authorized pursuam 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 1994 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 1994 Annual Report on Form 10-K) to security holders who
make written request therefor to Corporate Communications and
Investor Relations Department, Travelers Group Inc., 388
Greenwich Street, New York, New York 10013.
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* 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 29th day
of June, 1995.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ IRWIN ETTINGER
. . . . . . . . . . . . . . . . . . .
Irwin Ettinger
Senior Vice President
<PAGE>
EXHIBIT INDEX
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<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
3.01 Restated Certificate of Incorporation of The Travelers Inc.
(the "Company") and Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series Y,
incorporated by reference to Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994 (File No. 1-9924) (the "Company's March 31,
1994 10-Q").
3.02 By-Laws of the Company as amended through April 27, 1994,
incorporated by reference to Exhibit 3.02 to the Company's
March 31, 1994 10-Q.
10.01* Employment Protection Agreement, dated as of December 31,
1987, between the Company (as successor to Commercial Credit
Company "CCC") 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,
incorporated by reference to Exhibit 10.02.5 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K").
10.02.6* Amendment No. 12 to the Company's Stock Option Plan,
incorporated by reference to Exhibit 10.02.6 to the
Company's 1993 10-K.
10.03* Retirement Benefit Equalization Plan of the
Company (as successor to Primerica Holdings, Inc.), as
amended, incorporated by reference to Exhibit 10.03 to
to the Company's 1993 10-K.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
<S> <C> <C>
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,
incorporated by reference to Exhibit 10.06.2 to the Company's
1993 10-K.
10.07* Long-Term Incentive Plan of the Company, as amended,
incorporated by reference to Exhibit 10.08 to the
Company's 1992 10-K.
10.08.* Capital Accumulation Plan of the Company (the "CAP Plan"),
as amended to May 16, 1994.
10.09.* Agreement dated December 21, 1993 between the Company and
Edward H. Budd, incorporated by reference to Exhibit 10.22
to the Company's 1993 10-K.
<PAGE>
</TABLE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
<S> <C> <C>
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., Smith Barney Inc.
("SBI"), formerly Smith Barney, Harris Upham & Co. Incorporated,
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.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
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<S> <C> <C>
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 SBI,
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* Amendment to the RFG Employment Agreement, incorporated by
reference to Exhibit 10.17.2 to the Company's March 31, 1994
Form 10-Q.
10.18.1 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* Employment Agreement effective January 1, 1995 between the
Company and Michael A. Carpenter.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
<S> <C> <C>
10.23.1* 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").
10.23.2* Amendment to The Travelers Corporation 1982 Stock Option Plan.
10.24.1* 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").
10.24.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan.
10.25* 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).
10.26* 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.
10.27* 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.
10.28* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to Exhibit
10.30 to the Company's 1993 Form 10-K.
10.29* 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).
10.30* Employment Agreement dated as of December 30, 1994, between
SBI and Joseph J. Plummer, II.
10.31* ** The Travelers Inc. Deferred Compensation and Electronic
Partnership Participation Plan.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
<S> <C> <C>
13.01 Pages 29 through 68 of the 1994 Annual Report to
Stockholders of the Company (pagination of exhibit does not
correspond to pagination in the 1994 Annual Report to
Stockholders.
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.
24.03** Accountants' consents to incorporation by Electronic
reference of reports filed with Exhibits 99.11 and 99.12.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01** Information from Reports Furnished to State Insurance P
Regulatory Authorities. Schedule P of the Consolidated Paper
Annual Statement of The Travelers Insurance Group Inc. and
its affiliated property 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.
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
<S> <C> <C>
99.05 The fourth paragraph of page 26 of the Company's September
30, 1993 10-Q.
99.06 The first full paragraph of page 26 of the Company's 1992
10-K.
99.07 The fourth paragraph of page 2 of the Company's March 1,
1994 8-K.
99.08 The paragraph that begins on page 2 and ends on page 3 of
the Company's March 1, 1994 8~K.
99.09 The second paragraph of page 29 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1994 (File No. 1-9924).
99.10** 1994 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.11** 1994 Financial Statements of Travelers Group 401(k) Savings Electronic
Plan.
</TABLE>
The total amount of securities authorized pursuam 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 1994 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 1994 Annual Report on Form 10-K) to security holders who
make written request therefor to Corporate Communications and
Investor Relations Department, Travelers Group Inc., 388
Greenwich Street, New York, New York 10013.
-----------------
* 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.
Exhibit 10.31
THE TRAVELERS INC.
DEFERRED COMPENSATION AND PARTNERSHIP PARTICIPATION PLAN
(Effective as of October 14, 1994)
Section 1 Purpose.
-------
The purpose of the Plan is to enable each Employer to attract
and retain key employees who are expected to contribute to the Employer's
success by offering them an opportunity to defer the receipt of
compensation, and the opportunity simultaneously to receive currently
additional compensation in the form of a Class C Profits Interest.
The Plan offers each Eligible Employee two alternative methods
by which the Eligible Employee may obtain, subject to certain additional
credit risks not present in a direct investment, an economic interest in
the Fund substantially similar to the acquisition of a Class A Interest.
The first method provides the Eligible Employee with a contractual claim
against his or her Employer which would largely mirror a direct investment
of an amount equal to the Deferral Commitment in a Class A Interest (the
"Mirror Option"). The second enables the Eligible Employee to receive
currently at the direction of his or her Employer and subject to the
restrictions set forth in the Plan, a Class C Profits Interest and interest
generally calculated at the AFR Rate on amounts deferred under the Plan
(the "Profits Interest Option").
Section 2 Definitions.
-----------
2.1 "Accounts" means a Participant's AFR Account or TRV
Account, as the case may be, and the Participant's T-Bill Account.
2.2 "Advance" means the amount by which an Employer's capital
contributions, if any, in respect of its Class A Interest or AFR Capital
Interest exceeds the amount of the Participant's deferrals credited to his
or her TRV or AFR Account.
2.3 "AFR Account" means, with respect to any Participant as to
whom such an account is established, a book entry account established
pursuant to and administered in accordance with Section 5.
<PAGE>
2.4 "AFR Capital Interest" when used in the context of any
Participant's interests under the Plan means the AFR Capital Interest in
the Fund acquired by the Participant's Employer which is associated with
the Participant's Class C Profits Interest.
2.5 "AFR Rate" means a rate of interest equal to the long-term
applicable federal rate (as defined in Section 1274(d) of the Code),
compounded annually, in effect on the date on which capital is first
contributed by any partner to the Fund.
2.6 "Board" means the Board of Directors of the Corporation.
2.7 "Cause" shall mean (i) the willful failure by the
-
Participant to perform substantially the Participant's duties as an
employee of an Employer (other than due to physical or mental illness)
after reasonable notice to the Participant of such failure, (ii) the
--
Participant's engaging in serious misconduct that is injurious to any
Employer, (iii) the Participant's having been convicted of, or entered a
---
plea of nolo contendere to, a crime that constitutes a felony, (iv) the
---- ---------- --
breach by the Participant of any written covenant or agreement not to
compete with any Employer or (v) the breach by the Participant of his or
-
her duty of loyalty to any Employer which shall include, without limita-
tion, (A) the disclosure by the Participant of any confidential information
-
pertaining to any Employer, (B) the harmful interference by the Participant
-
in the business or operations of any Employer, (C) any attempt by the
-
Participant directly or indirectly to induce any employee, agent or broker
of any Employer to be employed or perform services elsewhere, or (D) any
-
attempt by the Participant directly or indirectly to solicit the trade of
any customer or prospective customer or supplier of any Employer.
2.8 "Class A Interest" when used in the context of any
Participant's interests under the Plan means the Class A Interest in the
Fund which is the basis for determining the value of the Participant's TRV
Account.
2.9 "Class C Profits Interest" with respect to each Participant
who executes a Subscription Agreement means a Class C Profits Interest in
the Fund transferred to such Participant pursuant to Section 4.
2
<PAGE>
2.10 "Code" means the Internal Revenue Code of 1986, as
amended.
2.11 "Committee" means the Annuity Board of the Corporation.
2.12 "Corporation" means The Travelers Inc. or any successor
thereto.
2.13 "Default" has the meaning ascribed thereto in Section 8.1.
2.14 "Deferral Commitment" with respect to each Participant
means the total amount of compensation the Participant commits to defer
under the Plan.
2.15 "Deferral Election" means the election made by an Eligible
Employee to defer receipt of compensation pursuant to Section 3 of the
Plan.
2.16 "Disability" means the Participant's inability to perform
the duties of his employment due to disability as determined in accordance
with the terms of the long-term disability plan in which the Participant
participates (or is eligible to participate).
2.17 "Effective Date" means October 14, 1994.
2.18 "Eligible Employee" means for the purpose of this Plan, an
officer, director or employee of any Employer or person on retainer* who
participates in The Travelers Capital Accumulation Plan, unless such person
is on retainer and meets the requirements to be an eligible employee as set
forth in the Confidential Private Placement Memorandum for the Fund.
2.19 "Employer" means the Corporation and any of its majority-
owned subsidiaries which adopts the Plan with respect to its employees with
the consent of the Corporation.
- - --------------------
* Persons on retainer include qualified independent contractors
operating under Independent Contractor Agreements with RCM Acquisition Inc.
or the Basic Agreements with Primerica Financial Services, Inc.
3
<PAGE>
2.20 "Fair Market Value" as of any date shall mean the value
of a Participant's Class C Profits Interest or an Employer's Class A
Interest on the valuation date of the Fund coinciding with or immediately
preceding the date of determination.
2.21 "Fund" means the TRV Employees Fund, L.P.
2.22 "Mirror Option" has the meaning ascribed thereto in
Section 1.
2.23 "Participant" means any Eligible Employee who makes a
Deferral Election.
2.24 "Partnership Agreement" means the agreement governing the
rights and obligations of partners (including each Employer and each
Participant who becomes a partner in accordance with Section 4 hereof) in
the Fund, as in effect from time to time.
2.25 "Plan" means The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, as in effect and as may be amended from
time to time.
2.26 "Profits Interests Option" has the meaning ascribed
thereto in Section 1.
2.27 "Retirement" means the voluntary termination of a Partici-
pant's employment as a result of the Participant's good faith intention to
leave his or her business or profession.
2.28 "Series" means all limited partnership interests in the
Fund which are subscribed for on the same day.
2.29 "Subscription Agreement" with respect to any Participant
who elects to receive a Class C Profits Interest means a three party
agreement among the general partner of the Fund, the Participant and the
Participant's Employer pursuant to which the Employer shall cause a Class C
Profits Interest to be transferred to the Participant and the Participant
undertakes certain commitments as a partner in the Fund, including, without
limitation, the obligation to pay to the Fund an amount equal to any net
losses realized by the Fund which are allocated to the Participant in
respect of the Class C Profits Interest.
4
<PAGE>
2.30 "T-Bill Account" means with respect to each Participant a
book entry account established pursuant to and administered in accordance
with Section 5.
2.31 "TRV Account" means, with respect to any Participant as to
whom such an account is established, a book entry account established
pursuant to and administered in accordance with Section 5.
Section 3 Participation.
-------------
3.1 Initial Election to Participate. Not later than 30 days
-------------------------------
after the Effective Date, an employee who is an Eligible Employee at the
Effective Date may elect to defer receipt of up to that amount of
compensation that an Employer shall permit to be deferred hereunder. An
employee who becomes an Eligible Employee after the Effective Date may
elect, not later than 30 days after becoming eligible to participate, to
defer receipt of up to that amount of compensation that an Employer shall
permit to be deferred hereunder.
3.2 Committee Discretion. At any time after the applicable
--------------------
period specified in Section 3.1, the Committee may permit an Eligible
Employee to elect prior to the commencement of any period of service (or at
such other time or times and subject to such other conditions as the
Committee may specify) to defer receipt of up to that amount of
compensation otherwise payable to the Eligible Employee in respect of such
services that an Employer shall permit to be deferred hereunder.
Notwithstanding the preceding sentence, unless the Committee otherwise
determines, no Eligible Employee shall be eligible to participate in the
Mirror Option or the Profits Interest Option unless there is a closing of
the Fund which takes place at least 30 days (or such greater or lesser
period as the Committee shall determine) after the date as of which such
Eligible Employee files his or her election to participate in the Plan.
3.3 Form and Terms of Election. A Deferral Election shall be
--------------------------
made by written notice on a form approved by the Committee and shall be
effective only when filed with the Committee. Each Deferral Election shall
only apply with respect to compensation that the Participant does not have
the right to receive at the time of the election, and shall specify the
amount of the Participant's Deferral Commitment, the type of compensation
to be deferred (i.e., salary, bonus or commissions, or any combination of
----
the foregoing) and the
5
<PAGE>
portion of the Deferral Commitment to be satisfied from each type of
compensation. In determining the amount of his or her Deferral Commitment,
a Participant should consider all relevant aspects of the Plan, including,
without limitation, (i) the Committee's control over the timing of
-
distributions pursuant to Section 6, (ii) the generally limited
--
availability of any hardship withdrawals pursuant to Section 6.3 and (iii)
---
the consequences of failing to satisfy such Deferral Commitment as
described in Section 7.3. Unless otherwise determined by the Committee,
any election to defer compensation hereunder shall continue in effect
during the period of the Participant's employment with any Employer until
the Participant's Deferral Commitment has been satisfied in full. The
Corporation may, from time to time and at any time, establish a minimum
amount (which may be stated as a percentage of a class of compensation
eligible for deferral hereunder) that may be deferred by any Eligible
Employee.
3.4 Timing of Deferrals. The Corporation shall determine the
-------------------
time or times at which amounts are to be deferred in accordance with a
Participant's Deferral Election. The Corporation shall specify the manner
and timing of deferrals in the Deferral Election or otherwise identify the
manner and timing of deferrals in writing to the Participant prior to the
time at which the Participant makes his Deferral Election.
3.5 Investment Election. (a) Choice of Options. Each
------------------- -----------------
Participant shall irrevocably elect in his or her Deferral Election whether
his or her interest under the Plan will be invested (i) solely in a T-Bill
-
Account, (ii) pursuant to the Mirror Option, or (iii) pursuant to the
-- ---
Profits Interest Option. A Participant who completes a Deferral Election
but does not specify an investment election shall be deemed to have
selected the investment choice described in subclause (i) of the preceding
sentence.
(b) Subscription Agreement Required. Each Participant who
-------------------------------
elects to participate in the Profits Interest Option shall be required to
execute and deliver a Subscription Agreement, which shall provide that, as
a condition to the receipt of the additional compensation represented by
the Class C Profits Interest described in Section 4 below, the Participant
agrees (i) to make a timely recognition election under Section 83(b) of the
-
Code with respect to the transfer of the Class C Profits Interest, based on
the value thereof identified by his or her
6
<PAGE>
Employer, (ii) to become a party to and be bound by the terms of the
--
Partnership Agreement and (iii) to execute any documents related to such
---
Class C Profits Interest and to provide such information as is requested by
the general partner of the Fund or its duly appointed agent.
7
<PAGE>
Section 4 Class C Profits Interest.
------------------------
Each Employer shall cause a Class C Profits Interest to be
transferred to each Eligible Employee that executes a Subscription
Agreement at the same time as the Participant's Employer acquires the AFR
Capital Interest. An Employer shall advise a Participant of the value such
Employer has assigned to such Class C Profits Interest to enable the
Participant to timely file the required recognition election under Section
83(b) of the Code with respect to the Class C Profits Interest. A
Participant's rights with respect to any such Class C Profits Interest
shall be subject to the terms and conditions set forth in this Plan, the
Subscription Agreement and the Partnership Agreement including, without
limitation, Section 7 hereof (relating to termination of employment).
Section 5 Accounts.
--------
5.1 Accounts. (a) Establishment of Accounts. Each Employer
-------- -------------------------
shall establish a T-Bill Account for each of its Eligible Employees who has
made a Deferral Election. Each Employer shall also establish a TRV Account
for each of its Eligible Employees who has elected the Mirror Option. Each
Employer shall also establish an AFR Account for each of its Eligible
Employees who has elected the Profits Interest Option.
(b) Transfers to TRV and AFR Accounts. The amount deferred
---------------------------------
pursuant to a Participant's Deferral Election shall initially be credited
to the Participant's T-Bill Account. At the time an Employer makes a
capital contribution to the Fund in respect of its AFR Capital Interest or
its Class A Interest, the lesser of (i) the balance in the Participant's T-
-
Bill Account or (ii) an amount equal to the amount of the Employer's
--
capital contributions shall be transferred from the Participant's T-Bill
Account to the Participant's AFR Account or TRV Account. If the amount of
capital contributed by the Participant's Employer to the Fund in respect of
the Class A Interest or the AFR Capital Interest exceeds the balance in a
Participant's T-Bill Account, any amounts thereafter credited to the
Participant's T-Bill Account shall be immediately transferred to the
Participant's TRV Account or AFR Account, as the case may be, until the
amount transferred to such Account is equal to the amount of the Employer's
capital contributions.
8
<PAGE>
(c) Transfers from Fund and AFR Accounts. Unless the Committee
------------------------------------
otherwise determines, whenever an Employer receives a distribution from the
Fund on or in respect of its AFR Capital Interest or Class A Interest, as
the case may be, an amount equal to the amount distributed to such Employer
shall be transferred from the Participant's AFR Account or TRV Account, as
the case may be, to the Participant's T-Bill Account.
5.2 Interest Deemed Credited on T-Bill and AFR Accounts. A
---------------------------------------------------
Participant's T-Bill Account shall be credited with interest at the end of
each calendar month at a rate equal to the average of the means between the
bid and asked 30-day U.S. Treasury Bill Rate as of the last trading day of
each week during such month as quoted by the government securities trading
desk of Smith Barney Inc., based on the average amount credited to such
Account during such month. A Participant's AFR Account at any time shall
be credited with interest as of the last day of each calendar year at the
AFR Rate, based on the number of days in the relevant period during which
each amount was credited to such AFR Account, provided that in the case of
-------------
any amount transferred or distributed from the AFR Account during the
calendar year, interest shall be credited as of the date of such transfer
or distribution. Notwithstanding anything else contained herein to the
contrary, a Participant's AFR Account shall be reduced as of the date of
any transfer or distribution from the AFR Account by the amount transferred
or distributed from such AFR Account (plus any interest credited thereon
pursuant to the preceding sentence).
5.3 Earnings on TRV Account. Except as otherwise provided in
-----------------------
Section 7.3, a Participant's TRV Account shall be deemed to be credited, as
of the date of each audited financial statement of the Fund, as though the
Participant had made a capital commitment as a partner in the Fund in an
amount equal to the amount of his or her Deferral Commitment under the
Plan. Notwithstanding the foregoing, the Participant's TRV Account shall
be reduced
(x) in respect of any Advance by an amount equal to the lesser of
(1) the amount that would have been transferred but for the
operation of this clause (x), and
(2) an amount equal to the following: (i) the sum of the
-
products, for each calendar year
9
<PAGE>
during which the Plan is in effect, of (A), (B) and (C)
below minus (ii) the sum of the amounts, if any, by which
--
the Participant's TRV Account has previously been reduced
pursuant to this subclause (x). For purposes of this
subclause (x):
(A) is the AFR Rate,
(B) is the average amount of any Advance and
(C) is a fraction, the numerator of which is the number of
days in such calendar year during which the amount
described in subclause (B) was greater than zero and
the denominator of which is 365; and
(y) by any amount transferred or distributed from such TRV Account
pursuant to the terms of the Plan (i) since the last date as of
-
which any earnings were credited to (or losses were charged
against) such TRV Account in accordance with this Section 5.3 or
(ii) that relates to the amount of any distribution on the Class
--
A Interest which the Employer was required to return to the
Fund.
Section 6 Distributions.
-------------
6.1 Distributions from a Participant's T-Bill Account. Except
-------------------------------------------------
to the extent otherwise expressly provided herein, no distribution shall be
made from a Participant's T-Bill Account until the earlier of (i) the tenth
-
anniversary of the Effective Date (or such later date as is specified by a
Participant in the applicable Deferral Election form or in such other
manner as the Committee shall permit from time to time) or (ii) any date
--
determined by the Committee, in its discretion, which is at least one year
after the date as of which the corresponding compensation was deferred. In
making a determination under the preceding sentence, the Committee may take
into consideration any factors it deems relevant, including, without
limitation, whether the Participant has completed his or her Deferral
Commitment. Unless otherwise determined by the Committee, any distribution
from a Participant's T-Bill Account shall be made in a single lump sum in
cash as soon as practicable following the date such distribution is first
payable under the preceding sentence. Notwithstanding anything else herein
to the contrary, if a Participant has received a
10
<PAGE>
Class C Profits Interest which, at the time an amount would otherwise be
distributable hereunder, is (or, if the Participant's employment were then
to terminate, would be) subject to repurchase by the Participant's Employer
pursuant to Section 7, unless otherwise determined by the Committee, no
distribution shall be made from the Participant's T-Bill Account until the
earlier to occur of the following events: (i) the transfer from the
-
Participant's T-Bill Account to the Participant's AFR Account of an
aggregate amount at least equal to the Participant's Deferral Commitment
and (ii) the repurchase by the Participant's Employer of all or a portion
--
of the Participant's Class C Profits Interest pursuant to Section 7.
6.2 No Distributions from TRV Account or AFR Account. Unless
------------------------------------------------
the Committee shall otherwise determine, no amount shall be distributed to
a Participant from the Participant's TRV Account or AFR Account; instead,
amounts shall be transferred from a Participant's TRV Account or AFR
Account, as the case may be, to the T-Bill Account as described in Section
5.1 above. If the Committee permits a distribution from a Participant's
TRV Account or AFR Account, the Committee shall determine the time or times
and the form of such distribution.
6.3 Hardship Withdrawals. Hardship withdrawals may be allowed
--------------------
at the sole discretion of the Committee with the consent of the
Participant's Employer (which consent may be withheld for any reason), but
it is intended and expected that hardship withdrawals will generally not be
permitted.
6.4 Limitation on Distributions. Notwithstanding anything in
---------------------------
this Section 6 to the contrary, no distribution shall be made hereunder if
a Participant's Employer is subject to the provisions set forth in Appendix
A and the distribution cannot be made under such Appendix.
Section 7 Termination of Employment.
-------------------------
7.1 Termination for Cause. If at any time a Participant's
---------------------
employment is terminated for Cause (or, if after the date of such
Participant's termination of employment, but prior to the date the
Participant's Accounts are fully distributed, the Committee determines that
the Participant has engaged in conduct which, had he remained employed,
would have permitted such employment to be terminated for Cause), the
Participant's Employer shall have the right (i) in the case of a
-
Participant who has received a
11
<PAGE>
Class C Profits Interest, to purchase, and the Participant (or, in the
event of the Participant's death, the Participant's beneficiary or legal
representative) shall be obligated to sell to the Employer, the
Participant's Class C Profits Interest for one dollar ($1) and (ii) in the
--
case of a Participant who has an interest in a TRV Account, either to (A)
-
transfer the balance in the Participant's TRV Account as of the date of
such termination to the Participant's T-Bill Account or (B) cancel the
-
balance in the Participant's TRV Account and distribute to the Participant
all amounts deferred under the Plan pursuant to the Participant's Deferral
Election (net of any prior distributions to the Participant), plus an
amount equal to the undistributed interest and dividends on the Employer's
Class A Interest related to such Participant's deferrals actually made.
7.2 Termination Due to Death, Disability or Retirement.
--------------------------------------------------
Notwithstanding anything else contained in the Plan to the contrary, in the
event that a Participant's employment terminates due to death, Disability
or Retirement, such Participant (or his or her beneficiary or legal
representative) may request in writing, not later than 90 days following
such termination, that the Participant's Employer (i) in the case of a
-
Participant who has received a Class C Profits Interest, purchase the
Participant's Class C Profits Interest at its Fair Market Value as of most
recent Valuation Date prior to the Participant's termination of employment
and (ii) in the case of a Participant who has an interest in a TRV Account,
--
transfer from the Participant's TRV Account to his or her T-Bill Account an
amount equal to the Fair Market Value (as of the most recent Valuation Date
prior to the Participant's termination of employment) of the Employer's
Class A Interest in the Fund associated with the Participant's TRV Account.
An Employer shall have 60 days after receipt of a request by a Participant
(or his or her beneficiary or legal representative) pursuant to this
Section 7.2 to notify the Participant (or the Participant's beneficiary or
representative) whether it will purchase the Participant's Class C Profits
Interest or effect the transfer to the T-Bill Account, as the case may, as
contemplated in the preceding sentence. If such Employer elects to
purchase a Participant's Class C Profits Interest, it shall purchase such
interest and pay the purchase price to the seller within 30 days of so
electing. Upon the purchase by the Employer of a Participant's Class C
Profits Interest pursuant to this Section 7.2, the balance in the
Participant's AFR Account shall be transferred to the Participant's T-Bill
Account. If a Participant's Employer
12
<PAGE>
elects to effect the requested transfer to a Participant's T-Bill Account
it shall effect such transfer as soon as practicable after notifying the
Participant (or the Participant's beneficiary or representative) that it
will effect such transfer.
7.3 Termination Prior to Satisfying Deferral Commitment. (a)
---------------------------------------------------
Repurchase of Class C Profits Interests. If the employment of a
- - ---------------------------------------
Participant who has a Class C Profits Interest is terminated for any reason
other than those specified in Sections 7.1 and 7.2 prior to satisfying his
or her Deferral Commitment, the Participant's Employer will purchase the
portion of the Eligible Employee's Class C Profits Interest attributable to
the unpaid deferral for $1. This will result in the Eligible Employee
having a Profits Interest in Fund investments within an applicable Series
that are made during the period when the Eligible Employee contributed to
the Plan, based upon the ratio of the Eligible Employee's deferred amount
attributable to a Series to total capital contributed to the Fund within
the Series during the same period.
(b) Limitation of TRV Account. In the event that the
-------------------------
employment of a Participant who has a TRV Account is terminated for any
reason other than those specified in Sections 7.1 and 7.2 prior to satis-
fying his or her Deferral Commitment hereunder, the balance in the Eligible
Employee's TRV Account will be determined solely with respect to Fund
investments within an applicable Series that are made during the period
that the Eligible Employee contributed to the Plan, based upon the ratio of
the Eligible Employee's amount deferred within the Series to total capital
contributed to the Partnership within the Series during the same period.
(c) Remedy for Breach of Deferral Commitment. If at the time a
----------------------------------------
Participant terminates his or her employment (i) the Participant has not
-
fulfilled his or her obligation to make the Deferral Commitment, and (ii)
--
the amount, if any, of the Participant's Employer's capital contributions
in respect of its Class A Interest or AFR Capital Interest exceeds the
amount of the Participant's deferrals, such Employer may, in its
discretion, put to the Participant for purchase, and the Participant shall
purchase for cash the portion of such Employer's Class A Interest or AFR
Capital Interest attributable to such excess contributions in accordance
with the procedures set forth in Sections 8.2 and 8.3.
13
<PAGE>
Section 8 Default.
-------
8.1 The failure to defer compensation at the time and in the
amount required by the Plan shall constitute a default and a material
breach of the Plan by the Participant (a "Default"). In the event that a
Participant who has a Class C Profits Interest commits a Default, the
Participant will only have a Profits Interest in Fund investments within an
applicable Series that are made during the period when the Eligible
Employee contributed to the Plan, based upon the ratio of the Eligible
Employee's deferred amount attributable to a Series to total capital
contributed to the Fund within the Series during the same period. This
reduction in the Participant's Profits Interest in the Fund will occur by
having the Employer purchase for $1 the rights represented by the
Participant's Class C Profits Interest attributable to the unpaid deferral.
In the event that a Participant who has a TRV Account commits a Default,
the Participant will only have an interest in Fund investments within an
applicable Series that are made during the period when the Eligible
Employee contributed to the Plan, based upon the ratio of the Eligible
Employee's deferred amount attributable to a Series to total capital
contributed to the Fund within the Series during the same period.
8.2 If at the time of Default the amount, if any, of the
Participant's Employer's capital contributions in respect of its Class A
Interest or AFR Capital Interest exceeds the amount of the Participant's
deferrals, such Employer may, in its discretion, put to the Participant for
purchase, and the Participant shall purchase for cash the portion of such
Employer's Class A Interest or AFR Capital Interest attributable to such
excess contributions.
8.3 The purchase price for such portion of the Employer's Class
A Interest or AFR Capital Interest shall equal the sum of (i) and (ii)
where:
(i) is the amount by which the Employer's capital contributions to
the Fund exceeds the aggregate amount deferred by the
Participant pursuant to his or her deferral Commitment,
(ii) is an amount equal to the sum of the products, for each calendar
during which the Employer's capital contributions at any time
exceeded the
14
<PAGE>
amount of the Participant's deferrals, of (x), (y) and (z),
where:
(x) is the AFR Rate;
(y) is the average amount, if any, by which the Employer's
capital contributions, if any, in respect of its Class A
Interest or AFR Capital Interest exceeds the amount of the
Participant's deferrals credited to his or her TRV Account
or AFR Account; and
(z) is a fraction, the numerator of which is the number of days
in such calendar year during which the amount described in
subclause (y) was greater than zero and the denominator of
which is 365.
The Employer's right to put such portion of its Class A Interest or AFR
Capital Interest to the Participant shall be exercised, if at all, by
giving written notice to the Participant of its intention to put such
Interest to the Participant for purchase as of a date not less than 10 days
after the date the Employer sends written notice of such exercise to the
Participant. If the Participant fails to purchase such Interest from the
Employer within 5 business days of the date specified in such notice, the
purchase price for such Interest will increase on a daily basis at a rate
equal to the AFR Rate, with such increase to be compounded annually on the
anniversary of the date of the original notice. Notwithstanding anything
else contained herein to the contrary, if the Participant does not purchase
the Interest within the time period stated in the put notice, the Employer
may elect at any time, upon written notice to the Participant, not to sell
the Interest to the Participant.
Section 9 Transferability.
---------------
Neither a Participant nor such Participant's beneficiary shall
have the right or power to sell, exchange, pledge, transfer, assign or
otherwise encumber or dispose of such Participant's or beneficiary's
Accounts, other than in accordance with Section 11.3. The Participant's or
beneficiary's interest in the Participant's Accounts shall also not be
subject to seizure for the payment of any debt, judgment, alimony or
separate maintenance or be transferable by the operation of law in the
event of the Participant's or
15
<PAGE>
any beneficiary's bankruptcy or insolvency. A Participant or his
beneficiary shall be able to transfer or encumber his or her Class C
Profits Interest to the extent permitted pursuant to the Partnership
Agreement, provided that the Participant agrees to have the transferee
-------- ----
acknowledge that the transfer does not in any way impair the rights of a
Participant's Employer pursuant to Section 7.
Section 10 Administration.
--------------
10.1 Administration. The administrator of the Plan shall be
--------------
the Committee. The Committee shall have the authority, subject to the
terms of the Plan, to interpret the Plan; to determine the amount of
benefits payable to each Participant under the Plan; to adopt, amend and
rescind rules and regulations for the administration of the Plan; and to
make all determinations necessary or advisable for the administration of
the Plan. In the exercise of its discretion hereunder, the Committee may
treat different Participants, including similarly situated Participants,
differently, and may treat the same Participant differently at different
times. Any action taken or decision made by the Committee in connection
with the Plan, including, without limitation, the interpretation by the
Committee of any provision of the Plan, shall be final and binding on each
affected Employee and any Participant and any persons claiming thereunder.
10.2 Actions by the Corporation or an Employer. The
-----------------------------------------
Corporation shall be the sponsor of the Plan, and any action taken by the
Corporation (or any of its officers, directors or agents, including the
members of the Board, but excluding the members of the Committee solely
when acting for the Committee) shall be taken solely in such capacity. Any
action required or permitted to be taken by the Corporation pursuant to the
Plan may be taken by any authorized officer without further action of the
Board or the board of directors of any such Employer (or any committee
thereof). In no event shall the consent of any other Employer be required
with respect to any action (including any discretionary action) taken by
the Corporation or any of its officers, directors or agents, including the
members of the Board, pursuant to or in accordance with the terms of the
Plan.
16
<PAGE>
Section 11 Amendment and Termination.
-------------------------
The Board or the Senior Vice President of Human Resources of the
Corporation may from time to time and at any time alter, amend, suspend,
discontinue, or terminate this Plan. Each Employer may at any time elect
to suspend, discontinue or terminate its participation in the Plan as to
its own Eligible Employees. Notwithstanding the two immediately preceding
sentences, no action with respect to the amendment or termination of the
Plan (or of any Employer as to its participation in the Plan) shall reduce
any Participant's accrued rights under the Plan without his or her consent,
except as may otherwise be required by law.
Section 12 Miscellaneous.
-------------
12.1 Withholding. Any payment made or other compensation
-----------
provided under the Plan shall be reduced by any amounts required to be
withheld or paid with respect to such payment or compensation under all
applicable federal, state and local tax and other laws and regulations
which may be in effect as of the date of such payment.
12.2 No Right to Continued Employment. Nothing in the Plan or
--------------------------------
any agreement entered into under the Plan shall be construed as providing
any Participant or other employee with the right to continue in the employ
of any Employer.
12.3 Beneficiary Designation. A Participant may appoint a
-----------------------
beneficiary, on a form supplied by the Committee, to receive payments with
respect to his or her account in the event of such Participant's death
prior to the payment of all amounts the Participant is entitled to receive
hereunder and may change such beneficiary designation by written notice the
Committee received prior to the Participant's death. If no such
beneficiary designation is in effect at the date of the Participant's
death, the Participant's beneficiary shall be the legal representative of
his or her estate.
12.4 No Rights to Corporate Assets. The Plan is an unfunded
-----------------------------
plan of deferred compensation and nothing in the Plan shall give a Partici-
pant, the Participant's beneficiaries or any other person any interest of
any kind in the assets of any Employer or its affiliates (including,
without limitation, any AFR Capital Interest or Class A Interest) or create
a trust or fiduciary relationship of any kind between
17
<PAGE>
any Employer and any such person. Notwithstanding anything in the Plan to
the contrary, nothing in this Plan shall be construed to limit the right of
such Employer to transfer or encumber any AFR Capital Interest or Class A
Interest it shall hold from time to time to the extent permitted under the
terms of the Partnership Agreement. The obligations hereunder to any
Participant shall be the sole responsibility of the Participant's Employer
and no other Employer shall be deemed by reason of becoming a sponsor of
this Plan to have assumed any liability or responsibility therefor, or to
guarantee the payment or performance by any such other Employer.
12.5 Limited Recourse. Notwithstanding any provisions of
----------------
section 11.4 to the contrary, if an Employer as to which Appendix A is
applicable acquires a Class A Interest, a Participant's claim with respect
to his TRV Account shall be enforceable solely against such Class A
Interest (and any proceeds therefrom) and not as against any other asset of
such Employer. Without limiting the generality of the preceding sentence,
if an Employer establishes a grantor trust subject to the claims of its
creditors and transfers a Class A Interest to that trust or has the trust
acquire such a Class A Interest, a Participant shall look solely to the
assets of such trust to enforce his or her claims with respect to his or
her TRV Account. Nothing in this Section 11.5 should be construed to
provide any Participant any security or other preferred interest in any
Class A Interest, or to limit in any way the ability of any other creditor
of an Employer to claim against such Class A Interest or any trust
established to hold any Employer's Class A Interest or AFR Capital
Interest.
12.6 No Limit on Corporate Actions. Except as otherwise
-----------------------------
provided in Section 11 or Appendix A, nothing contained in the Plan shall
prevent any Employer from taking any action which is deemed by such
Employer to be appropriate or in its best interest, whether or not such
action would have any adverse effect on the Plan or any Participant's
interests under the Plan. No Participant, beneficiary or other person
shall have any claim against any Employer as a result of any such action.
12.7 No Obligation to Acquire Class A Interest.
-----------------------------------------
Notwithstanding anything else contained in this Plan to the contrary, no
Employer shall be obligated to acquire any Class A Interest. For purposes
of the Plan, the rights of each Participant who has a TRV Account shall be
determined
18
<PAGE>
as though such Class A Interest had been acquired by the Employer.
12.8 Compliance With Applicable Laws. No Employer shall be
-------------------------------
required to take any action, including the making of any payment under the
Plan, if such action would violate any applicable federal or state law.
Each Employer shall use its best efforts to effect compliance with such
laws, including taking all reasonable actions necessary to obtain any
required consents.
12.9 Right of Offset. Notwithstanding anything else contained
---------------
in this Plan to the contrary, as a condition of participation in the Plan
and of receipt by a Participant of a Class C Profits Interest hereunder,
each Participant agrees and acknowledges that any amount due from his
Employer may, at the discretion of the Employer, be reduced to the maximum
extent permitted by applicable law by any and all amounts due and owing
from the Participant to the Employer.
12.10 Governing Law. All rights and obligations under the Plan
-------------
shall be governed by, and the Plan shall be construed in accordance with,
the laws of the State of New York. Titles and headings to sections are for
the purpose of reference only, and in no way limit or otherwise affect the
meaning or interpretation of any provision of the Plan.
The Travelers Inc.
19
Exhibit 23.03
Consent of Independent Auditors
-------------------------------
To the Annuity Board of Travelers Group
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 Travelers Group Inc.
of our report dated June 29, 1995 relating to the statements of financial
position of Travelers Group 401(k) Savings Plan as of December 31, 1994 and
1993 and the related 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 1994 Annual Report on Form 10-K of Travelers Group Inc.
/s/ KPMG PEAT MARWICK LLP
New York, New York
June 29, 1995
<PAGE>
Consent of Independent Accountants
----------------------------------
The Trustees and Participants of
The Travelers Savings, Investment and Stock Ownership Plan:
We consent to incorporation by reference in the registration statement
(No. 33-52027) on Form S-8 of Travelers Group Inc. of our report dated
June 29, 1995, relating to the statement of net assets available for plan
benefits, the related statement of changes in net assets available for plan
benefits with fund information, and supplemental schedule of assets held
for investment purposes of The Travelers Savings, Investment and Stock
Ownership Plan as of and for the year ended December 31, 1994, which
report appears in the December 31, 1994 annual report on Form 11-K of
The Travelers Savings, Investment and Stock Ownership Plan.
Our report dated June 29, 1995 contains an explanatory paragraph that states
that net assets available for plan benefits include securities whose values
have been estimated by the trustee of ESOP (Fund 9) in the absence of readily
attainable market values and that those values may differ significantly from
the values that would have been used had a ready market for the securities
existed.
/s/ KPMG Peat Marwick LLP
Hartford CT
June 29, 1995
<PAGE>
COOPERS
& LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Travelers Group 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 statement of net assets available for plan
benefits as of December 31, 1993, and the related statements of changes in net
assets available for plan benefits for each of the two 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 1994
Annual Report on Form 10-K of Travelers Group Inc.
COOPERS & LYBRAND
Hartford, Connecticut
June 29, 1995
Exhibit 99.11
THE TRAVELERS SAVINGS, INVESTMENT
AND STOCK OWNERSHIP PLAN
Annual Report to the
Securities and Exchange Commission
December 31, 1994
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
CONTENTS
--------
Page
----
Independent Auditors' Reports 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits as of
December 31, 1994 and 1993 3
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information for the Years Ended December 31, 1994, 1993 and 1992 4
Notes to Financial Statements 7
Supplemental Schedule:
Item 27a-Schedule of Assets Held for Investment Purposes at
December 31, 1994 15
<PAGE>
Independent Auditors' Report
----------------------------
To the Trustees and Participants of
The Travelers Savings, Investment and Stock Ownership Plan:
We have audited the accompanying statement of net assets available for plan
benefits of The Travelers Savings, Investment and Stock Ownership Plan as
of December 31, 1994, and the related statement of changes in net assets
available for plan benefits with fund information for the year 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 audit.
We conducted our audit 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 misstatements. 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits as of
December 31, 1994, and the changes in net assets available for plan
benefits for the year then ended in conformity with generally accepted
accounting principles.
As discussed in Note 3 to the financial statements, net assets available
for plan benefits include securities valued at $235,303,415 (26.2% of net
assets) 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 the 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.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
assets held for investment purposes as of December 31, 1994 is presented for
the purpose 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. The fund information in
the statement of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the
changes in net assets available for plan benefits of each fund. The
supplemental schedule 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 LLP
Hartford, Connecticut
June 29, 1995
-1-
<PAGE>
Coopers
& Lybrand ["LOGO"]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Trustee 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 for each of the two 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 statement of net assets available for plan benefits
as of December 31, 1993 and the related statements of changes in net assets
available for plan benefits for each of the two 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, 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 trustees 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
- 2 -
<PAGE>
<TABLE><CAPTION>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
1994 1993
---- ----
<S> <C> <C>
Assets:
Investments:
At fair value:
Investment in common stock of
Travelers Group Inc.
(cost $189,150,418 and $186,847,410) $ 158,401,227 $ 186,847,410
Investment in State Street Global Advisors
Flagship Fund
(cost $44,874,039 and $44,908,010) 45,496,180 44,908,010
Investment in State Street Global Advisors
Russell 2000 Fund (cost $30,175,512 and $28,058,276) 29,660,853 28,058,276
Loans receivable from participants 22,191,958 21,493,743
Short-term investments 3,885,277 4,240,811
At estimated fair value:
Investment in Series C preferred stock of
Travelers Group Inc.
(cost $235,131,079 and $264,385,860) 235,303,415 264,385,860
At contract value:
Amounts held by The Travelers Insurance
Company under group annuity contracts 504,584,794 501,462,150
---------------- ----------------
Total investments 999,523,704 1,051,396,260
---------------- ----------------
Receivables:
Contributions receivable from employees 930,129 378,694
Contributions receivable from employer 4,180,611 6,607,039
Receivable for investments sold - 2,674,359
Investment income accrued 52,147 31,934
-------------- --------------
Total assets 1,004,686,591 1,061,088,286
-------------- --------------
Liabilities:
Forfeiture credits due to employer 10,209,540 9,103,650
ESOP note payable 97,200,000 124,900,000
Payable for investments purchased - 792,074
Accrued interest payable 486,486 346,696
Other liabilities - 53,908
-------------- --------------
Total liabilities 107,896,026 135,196,328
-------------- --------------
Net assets available for plan benefits $ 896,790,565 $ 925,891,958
================ ================
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
<TABLE><CAPTION>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
--------------------------------------------------------------------------
Company
Common Fixed The S&P 500 The Russell
Fixed Stock IRA Flagship Fund 2000 Fund
(Fund 2) (Fund 3) (Fund 6) (Fund 7) (Fund 8)
--------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $ - $ 3,117,367 $ - $ - $ -
Interest 29,233,937 - 4,838,487 - -
Net appreciation (depreciation) in the fair value
of investments - (30,915,286) - 643,537 (596,379)
Contributions by employees 37,335,650 6,273,577 - 5,223,612 4,578,936
Contributions by employer - - - - -
------------ ------------ ------------ ------------ ------------
Total Additions 66,569,587 (21,524,342) 4,838,487 5,867,149 3,982,557
------------ ----------- ------------ ------------ ------------
Distributions to employees 54,743,643 13,802,052 6,116,856 4,483,666 3,400,367
Employer contributions forfeited - - - - -
Interest expense - - - - -
------------ ------------ ------------ ------------ ------------
Total Deductions 54,743,643 13,802,052 6,116,856 4,483,666 3,400,367
------------ ------------ ------------ ------------ ------------
Interfund transfers (5,000,616) 6,170,149 - (658,143) 569,778
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 6,825,328 (29,156,245) (1,278,369) 725,340 1,151,968
Net assets available for benefits
Beginning of year 453,672,695 189,332,919 67,443,858 44,780,520 28,526,368
------------ ------------ ------------ ------------ ------------
End of year $ 460,498,023 $ 160,176,674 $ 66,165,489 $ 45,505,860 $ 29,678,336
============= ============= ============= ============ ============
</TABLE>
<TABLE><CAPTION>
Non-
Participant
Directed
--------
ESOP
(Fund 9) Total
-------- -----
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $19,961,132 $23,078,499
Interest 130,620 34,203,044
Net appreciation (depreciation) in the fair value
of investments (29,082,445) (59,950,573)
Contributions by employees - 53,411,775
Contributions by employer 20,513,764 20,513,764
----------- ----------
Total Additions 11,523,071 71,256,509
----------- ----------
Distributions to employees 12,327,918 94,874,502
Employer contributions forfeited 1,354,947 1,354,947
Interest expense 4,128,453 4,128,453
----------- -----------
Total Deductions 17,811,318 100,357,902
----------- -----------
Interfund transfers (1,081,168) -
----------- -----------
Net increase (decrease) (7,369,415) (29,101,393)
Net assets available for benefits
Beginning of year 142,135,598 925,891,958
----------- -----------
End of year $134,766,183 $ 896,790,565
============ =============
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE>
<TABLE><CAPTION>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed
-------------------------------------------------------------------------
Company
Common Fixed The S&P 500 The Russell
Fixed Stock IRA Flagship Fund 2000 Fund
(Fund 2) (Fund 3) (Fund 6) (Fund 7) (Fund 8)
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $ - $ 9,665,182 $ - $ - $ -
Interest 31,497,860 4,178 5,246,045 - -
Net appreciation in the fair value of investments - 24,017,461 - 3,961,000 3,811,908
Contributions by employees 37,352,528 6,884,796 - 6,485,141 4,269,319
Contributions by employer - - - - -
------------ ------------ ------------ ------------ -------------
Total Additions 68,850,388 40,571,617 5,246,045 10,446,141 8,081,227
------------ ------------ ------------ ------------ -------------
Distributions to employees 35,216,739 11,052,774 5,062,897 2,717,593 1,356,903
Employer contributions forfeited 30,046 372,080 - - -
Interest expense - - - - -
------------ ------------ ------------ ------------ -------------
Total Deductions 35,246,785 11,424,854 5,062,897 2,717,593 1,356,903
------------ ------------ ------------ ------------ -------------
Cumulative effect of change in accounting method 137,818,152 47,625,561 2,697,788 10,358,837 5,144,446
Interfund transfers 7,729,830 (8,660,167) - (2,011,193) 2,941,530
------------ ------------ ------------ ------------ -------------
Net increase 179,151,585 68,112,157 2,880,936 16,076,192 14,810,300
Net assets available for benefits
Beginning of year 274,521,110 121,220,762 64,562,922 28,704,328 13,716,068
------------ ------------ ------------ ------------ -------------
End of year $ 453,672,695 $ 189,332,919 $ 67,443,858 $44,780,520 $ 28,526,368
============= ============= ============= ============ =============
</TABLE>
<TABLE><CAPTION>
Non-
Participant
Directed
--------
ESOP
(Fund 9) Total
-------- -----
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $ 19,689,657 $ 29,354,839
Interest 69,574 36,817,657
Net appreciation in the fair value of investments 17,517,503 49,307,872
Contributions by employees - 54,991,784
Contributions by employer 16,511,979 16,511,979
----------- -----------
Total Additions 53,788,713 186,984,131
----------- -----------
Distributions to employees 9,752,466 65,159,372
Employer contributions forfeited 3,568,192 3,970,318
Interest expense 3,623,201 3,623,201
----------- -----------
Total Deductions 16,943,859 72,752,891
----------- -----------
Cumulative effect of change in accounting method 11,732,493 215,377,277
Interfund transfers - -
----------- -----------
Net increase 48,577,347 329,608,517
Net assets available for benefits
Beginning of year 93,558,251 596,283,441
---------- ------------
End of year $142,135,598 $925,891,958
============ ============
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE>
<TABLE><CAPTION>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1992
Participant Directed
-------------------------------------------------------------------------
Company
Common Fixed The S&P 500 The Russell
Fixed Stock IRA Flagship Fund 2000 Fund
(Fund 2) (Fund 3) (Fund 6) (Fund 7) (Fund 8)
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $ - $ 9,812,405 $ - $ - $ -
Interest 31,756,494 5,967 5,535,467 - -
Net appreciation in the fair value of investments - 35,230,612 - 2,716,125 2,635,646
Contributions by employees 41,313,437 6,814,174 - 6,014,167 2,811,436
Contributions by employer - - - - -
------------ ------------ ------------ ------------ ------------
Total Additions 73,069,931 51,863,158 5,535,467 8,730,292 5,447,082
------------ ------------ ------------ ------------ ------------
Distributions to employees 61,213,882 24,188,803 5,647,767 4,958,863 3,262,755
Employer contributions forfeited 32,443 (2,299,894) - - -
Interest expense - - - - -
------------ ------------ ------------ ------------ ------------
Total Deductions 61,246,325 21,888,909 5,647,767 4,958,863 3,262,755
------------ ------------ ------------ ------------ ------------
Interfund transfers 7,478,322 (9,476,629) - 455,037 1,543,270
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 19,301,928 20,497,620 (112,300) 4,226,466 3,727,597
Net assets available for benefits
Beginning of year 255,219,182 100,723,142 64,675,222 24,477,862 9,988,471
------------ ------------ ------------ ------------ ------------
End of year $ 274,521,110 $121,220,762 $64,562,922 $28,704,328 $13,716,068
============= ============= ============= ============ ============
</TABLE>
<TABLE><CAPTION>
Non-
Participant
Directed
--------
ESOP
(Fund 9) Total
-------- -----
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends $ 18,811,734 $ 28,624,139
Interest 68,129 37,366,057
Net appreciation in the fair value of investments 11,737,308 52,319,691
Contributions by employees - 56,953,214
Contributions by employer 31,734,012 31,734,012
------------ ------------
Total Additions 62,351,183 206,997,113
------------ ------------
Distributions to employees 16,933,477 116,205,547
Employer contributions forfeited 4,315,158 2,047,707
Interest expense 5,055,585 5,055,585
------------ ------------
Total Deductions 26,304,220 123,308,839
------------ ------------
Interfund transfers - -
------------ ------------
Net increase (decrease) 36,046,963 83,688,274
Net assets available for benefits
Beginning of year 57,511,288 512,595,167
------------ ------------
End of year $93,558,251 $596,283,441
============ ============
</TABLE>
See accompanying notes to financial statements.
- 6 -
<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. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). Cash or deferred contributions may
be made to the Plan under Section 401(k) of the Internal Revenue Code.
On December 31, 1993, The Travelers Corporation was merged into
Primerica Corporation which was ultimately renamed Travelers Group Inc.
This was effected through the exchange of .80423 shares of Travelers
Group Inc. common stock for each share of 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 Travelers Group Inc.
Employees of TIG and certain of its subsidiaries and former subsidiaries
(the Company) over age 21 are eligible to participate in the Plan after
completing six months of service with the Company. Eligible employees
may authorize regular payroll deduction or elect to tax defer a portion
of their salary subject to the maximum limitations set forth in the
Internal Revenue Code. 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 who were first hired before January 31, 1994
and participated in the Plan or The Pension Plan for Salaried Employees
of The Travelers Corporation (the Pension Plan). 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. For employees who were first hired on or after January 31,
1994 or former employees who are re-hired on or after January 31, 1994
who did not previously participate in the Plan or the Pension Plan, the
Company's matching contribution is 100% of pre-tax contributions up to
an annual maximum of $1,000.
Participants are 100% vested in their employee contributions. Full
vesting of employer contributions generally occurs after completion of 5
years of service to the Company. If the Plan is terminated or if
contributions are completely discontinued, each participant's interest
in that portion of their account balance attributable to Company
contributions shall become fully vested.
Prior to January 1, 1990, employer contributions were invested
principally in common stock of The Travelers Corporation that was held
in Common Stock (Fund 3). 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 Travelers Group 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, which is adjusted monthly, was 5.46% and 3.0281%
as of December 31, 1994 and 1993, respectively. Increasing semi-annual
payments that began January 1, 1990 will fully amortize the debt by July
1, 1997. Principal payments made during 1994 and 1993 totaled $27.7
million and $23.8 million, respectively. The minimum principal payments
to be made in 1995, 1996 and 1997 are $29.9 million, $32.4 million and
$34.9 million, respectively. The loan is guaranteed by Travelers Group
Inc.
- 7 -
<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 as described above with
the Series C Preferred Stock valued at the greater of its minimum value
of $53.25 per share or the estimated fair value of the Series C Preferred
Stock determined as described in note 3. Each share of Series C
Preferred Stock is guaranteed by Travelers Group 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 Travelers Group Inc. common stock at
the option of the issuer at a .80423 conversion rate on or after
January 1, 1998.
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 to
the ESOP trust or will borrow from the shares to be allocated in the next
year. In 1994, the shares released as collateral for the loan and the
shares from withdrawals exceeded the Company's matching obligation under
the Plan resulting in 157,823 shares of Series C Preferred Stock which are
not allocated to participant's accounts. These unallocated shares will be
used in the future to meet the Company's matching obligation. The 1993
matching obligation was met by 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, 1994 and 1993, participants in the ESOP had an
aggregate beneficial interest in Series C Preferred Stock totaling
$143.2 million and $146.9 million, respectively, (2,681,335 shares in
1994 based on the $53.40 per share estimated fair value at December 31, 1994
and 2,449,164 shares in 1993 based on the $60.00 per share estimated fair
value at December 31, 1993). In addition, at December 31, 1994 the ESOP
had an aggregate beneficial interest in Series C Preferred Stock
totaling $8.4 million, (157,823 shares based on the $53.40 per share
estimated fair value at December 31, 1994) which were unallocated to
participants in the ESOP. There was no such corresponding unallocated
amount at December 31, 1993.
Upon termination of employment, the participant or their surviving
spouse or beneficiary will receive a lump sum distribution of the
participant's vested account balance, or , if the account balance exceeds
$3,500 at such time, the beneficiary may elect to defer payment or
receive periodic installments based on various methods. If the
termination of employment is due to retirement, total and permanent
disability or death, a participant (or surviving spouse) may have the
proceeds of the distribution used to purchase an annuity contract for
their benefit.
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.
- 8 -
<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. After December 31, 1995,
the Company has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the provisions of ERISA.
More detailed information as to contribution, loan, withdrawal and
termination provisions and federal income tax effects of the Plan to
participants is contained in the 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 Travelers Group 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 4); 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 26,907 and
27,158 persons participating in the plan at December 31, 1994 and 1993,
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 4,409 and
4,622 persons participating under the individual retirement account
provisions at December 31, 1994 and 1993, respectively. This includes
active, retired and terminated employee account balances.
- 9 -
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES
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, in the statement of net assets available
for plan benefits. Disclosure of such amounts, however, is required.
Accordingly, the balances relating to distribution 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, 1994. These
amounts have been recorded as distributions payable in the plan's Annual
Return/Report of Employee Benefit Plan (Form 5500), in accordance with
the Department of Labor's regulations.
<TABLE><CAPTION>
Distributions Payable at
Fund December 31, 1994
---- -----------------
<S> <C>
Fixed (Fund 2) $ 3,755,292
Common Stock - Employee (Fund 3) 1,243,725
Fixed IRA (Fund 6) 1,526,959
S&P 500 Flagship Fund (Fund 7) 449,053
Russell 2000 Fund (Fund 8) 142,251
ESOP (Fund 9) 777,039
----------------
Total $ 7,894,319
================
</TABLE>
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 1994, 1993 and 1992, the annual interest
rates earned under this contract were 6.6%, 7.5% and 8.5%, respectively.
The group annuity contract is valued at contract value which
approximates fair value.
Fund 3: At December 31, 1994, Fund 3 held 4,892,702 shares of common
stock of Travelers Group Inc. 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 Travelers Group
Inc.
- 10 -
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES, Continued
Valuation of Investments, Continued
------------------------
At December 31, 1993, Fund 5 (which is included with Fund 3 for these
financial statements) 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. The converted value of Travelers
Group 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
Travelers Group Inc. common stock, at the exchange rate of .80423 shares
of Travelers Group 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 was $31.125. The shares
are carried at fair market value. The market price of the shares of
Travelers Group Inc. at December 31, 1994 was $32.375.
Fund 6: The amount held by The Travelers Insurance Company's general
account under a group annuity contract for individual retirement
accounts is increased 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
1994, 1993 and 1992 plan periods, the interest rates guaranteed by the
Company were 5.7%, 7.05% and 8.00%, 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 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 Standard and Poor's 500 Stock Index. The investments in both funds
are carried at fair value based on quoted market prices. At December 31,
1994, the Plan held approximately 644,778 units at a unit value of $70.561
per unit.
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 on
the Russell 2000 Small Stock Index. The investment in both funds are
carried at fair value based on quoted market prices. At December 31,
1994, the Plan held approximately 2,307,860 units at a unit value of $12.852
per unit.
- 11 -
<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. The
Series C Preferred Stock is carried at estimated fair value, which is the
greater of the minimum value of $53.25 per share or estimated fair
market value as determined from an appraisal prepared by an independent
appraiser ($53.40 as of December 31, 1994). The appraiser is selected
by the ESOP trustee with the approval of TIG. The value of the Series C
Preferred Stock was $53.40 and $60.00 per share at December 31, 1994 and
1993, respectively. Temporary cash funds pending permanent investment
or distribution may be invested by the trustee in qualifying short-term
investments as defined in 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
consist of short-term money market accounts and investment grade
commercial paper which are valued at fair value based on quoted
market prices.
Other
-----
The financial statements are prepared on the accrual basis of
accounting.
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 and The State Street Global Advisors Russell 2000 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.
Participants forfeitures are carried in Plan assets for a period of five
years. If a formerly terminated participant is reemployed by the
Company within that 5 year period, the forfeited amount relating to
their account is returned to the participant. If the participant is not
reemployed at the expiration of the 5 year period, forfeitures by Plan
participants are used to reduce Company matching obligations under the
Plan.
Certain prior year amounts have been reclassified to conform with the
1994 presentation.
- 12 -
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
4. TAX STATUS
The Internal Revenue Service issued a Determination Letter on March 11,
1986, which stated that the Plan and its underlying Trust qualify under
Section 401(a) of the Internal Revenue Code (the "Code") and, therefore,
are exempt from federal income taxes under Section 501(a). Subsequent
to the determination, the Plan has been restated.
The Plan administrator has applied for a new Determination Letter on the
Plan as restated. However, in the opinion of the Plan's administrator
and tax counsel, the Plan is designed and is being operated within the
terms of the Plan document and in compliance with the applicable
requirements of the Code.
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 cost 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 TIG. The administrative expenses paid amounted to $1,600,640,
$1,611,744 and $1,678,926 for the years ended December 31, 1994, 1993
and 1992, respectively.
Trustee fee expenses assessed to the ESOP are reimbursed by TIG.
Trustee fee expenses of the ESOP amounted to $88,968, $91,387 and
$82,035 for the years ended December 31, 1994, 1993 and 1992,
respectively.
6. SUBSEQUENT EVENT
On January 3, 1995, the Company contributed its medical businesses to the
MetraHealth Companies, Inc. (MetraHealth), a newly formed joint venture.
The employees transferred from the Company to MetraHealth who are currently
participants in, or who may with the passage of time become eligible for
participation in, the Plan will continue to participate in the Plan while
they are employees of MetraHealth, for a period ending not earlier than
December 31, 1995, on the same basis as if they were employees of the
Company. This arrangement is unaffected by Travelers' agreement, on
June 25, 1995, to United Health Care Corporation's proposed acquisition of
MetraHealth.
- 13 -
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
7. 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 Connecticut
The Travelers Indemnity Company of America
The Travelers Indemnity Company of Illinois
MetraHealth Insurance Company
Travelers Mortgage Securities Corporation
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 Asset Management International Corporation
*Travelers/EBS, Inc.
Travelers Medical Management Services
Travelers Equities 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
- 14 -
<PAGE>
<TABLE><CAPTION>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
at December 31, 1994
---------------------
Current
Identity of Issuer Description Cost Value
- - ------------------ ----------- ---- -----
<S> <C> <C> <C>
*Travelers Group Inc. Common stock, par value $ 189,150,418 $ 158,401,227
$.01 (4,892,702 shares)
*The Travelers Investment in group $ 504,584,794 $ 504,584,794
Insurance Company annuity contracts
State Street Global Investment in Flagship $ 44,874,039 $ 45,496,180
Advisors Fund
State Street Global Investment in Russell $ 30,175,512 $ 29,660,853
Advisors 2000 Fund
*Travelers Group Inc. Series C Preferred Stock $ 235,131,079 $ 235,303,415
(4,406,431 shares)
*Participant Loans 7.5% through 12.5% $ 22,191,958 $ 22,191,958
Ford Motor 5.25% commercial paper $ 3,808,000 $ 3,808,000
Credit Company dated 10/3/94 maturing
1/3/95
Fidelity U.S. Treasury Income $ 74,018 $ 74,018
Portfolio Daily Money
Fund
Citibank Short-Term Liquid $ 3,259 $ 3,259
Reserve Fund
* Represents party-in-interest.
</TABLE>
- 15 -
Exhibit 99.11
TRAVELERS GROUP 401(k) SAVINGS PLAN
(Formerly The Travelers Inc. 401(k) Savings Plan)
December 31, 1994 and 1993
Index
Page
----
Independent Auditors' Report 1
Financial Statements:
Statement of Financial Position, With Fund Information
at December 31, 1994 2
Statement of Financial Position, With Fund Information
at December 31, 1993 8
Statement of Operations and Changes in Plan Equity,
With Fund Information for the year ended
December 31, 1994 14
Statement of Operations and Changes in Plan Equity,
With Fund Information for the year ended
December 31, 1993 20
Notes to Financial Statements 26
Supplemental Schedules:
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
at December 31, 1994 37
Schedule to Form 5500: Item 27(d)
Schedule of Reportable Transactions
for the year ended December 31, 1994 40
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
Travelers Group 401(k) Savings Plan:
We have audited the accompanying statements of financial position of
Travelers Group 401(k) Savings Plan (formerly The Travelers Inc. 401(k)
Savings Plan) as of December 31, 1994 and 1993, and the related 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 financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of December
31, 1994 and 1993, and the operations and changes in plan equity for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were performed 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, assets held for investment purposes
which were both acquired and disposed within the plan year, and reportable
transactions are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department for Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statements of financial position and the
statements of operations and changes in plan equity is presented for
purposes of additional analysis rather than to present the financial
position and results 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 audits 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 LLP
New York, New York
June 29, 1995
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
---------------------------------------------------------------------------------------
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 (Notes 2 and 3) $ 123,836,997 11,840,613 4,443,863 7,457,863 44,587,338
Cash 208,569 112 4 16 2,262
Receivables:
Employer Contribution 23,995,464 -- -- -- --
Participant Contribution and Other 402,704 1,162 2,974 4,343 209,231
----------- ----------- ---------- ---------- -----------
Total Assets $ 148,443,734 11,841,886 4,446,841 7,462,223 44,798,830
============ =========== ========== ========== ===========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ 3,205,931 -- -- -- --
----------- ----------- ---------- ---------- -----------
Total Liabilities 3,205,931 -- -- -- --
Plan Equity 145,237,803 11,841,886 4,446,841 7,462,223 44,798,830
----------- ---------- --------- --------- ----------
Total Liabilities and Plan Equity $ 148,443,734 11,841,886 4,446,841 7,462,223 44,798,830
=========== ========== ========= ========= ==========
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
---------------------------------------------------------------------------------------
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 (Notes 2 and 3) $ 2,835,617 755,249 2,197,881 2,835,350 31,275,886
Cash 639 24 2 6 --
Receivables :
Employer Contribution -- -- -- -- --
Participant Contribution and Other 13 1,098 642 378 --
---------- --------- ----------- ----------- ------------
Total Assets $ 2,836,269 756,372 2,198,525 2,835,735 31,275,886
========== ========= =========== =========== ============
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- 1,064 --
---------- --------- ----------- ----------- ------------
Total Liabilities -- -- -- 1,064 --
Plan Equity 2,836,269 756,372 2,198,525 2,834,670 31,275,886
---------- --------- ----------- ----------- ------------
Total Liabilities and Plan Equity $ 2,836,269 756,372 2,198,525 2,835,735 31,275,886
========== ========= =========== =========== ============
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
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 (Notes 2 and 3) $79,994,986 18,579,414 7,078,832 -- 29,718,296
Cash 2,310 915 699 -- 10,669
Receivables:
Employer Contribution -- -- -- -- --
Participant Contribution and Other 124,546 39,703 2 -- 120,953
---------- ---------- ----------- ----------- -----------
Total Assets $ 80,121,843 18,620,032 7,079,533 -- 29,849,918
========== ========== =========== =========== ===========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
---------- ---------- ----------- ----------- -----------
Total Liabilities -- -- -- -- --
Plan Equity 80,121,843 18,620,032 7,079,533 -- 29,849,918
---------- ---------- ----------- ----------- -----------
Total Liabilities and Plan Equity $ 80,121,843 18,620,032 7,079,533 -- 29,849,918
========== ========== =========== =========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
----------------------------------------------------------------------------
Smith Barney American American Salomon
International Connecticut Capital Express Daily Brothers
Equity General Enterprise Dividend Capital
Assets Fund GIC Fund Fund Fund
------ ------ --- ---- ---- ------
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $71,101,442 -- 13,870,616 -- --
Cash 2,046 -- 729 -- --
Receivables:
Employer Contribution -- -- -- -- --
Participant Contribution and Other 273,808 -- 43,327 -- --
---------- ---------- ----------- ----------- -----------
Total Assets $71,377,297 -- 13,914,672 -- --
========== ========== =========== =========== ===========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
---------- ---------- ----------- ----------- -----------
Total Liabilities -- -- -- -- --
Plan Equity 71,377,297 13,914,672
---------- ---------- ----------- ----------- -----------
Total Liabilities and Plan Equity $ 71,377,297 -- 13,914,672 -- --
========== ========== =========== =========== ===========
</TABLE>
See notes to financial statements.
6
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
--------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney Smith Barney
Shearson High Shearson Shearson Shearson Shearson Global
Income Aggressive Appreciation Diversified Opportunities
Assets Fund Growth Fund Fund Strategic Fund Fund
------ ------ ---- ----------- ---- ---------------
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $9,775,793 22,797,316 101,479,606 11,907,701 10,596,627
Cash 8,770 765 803 3,839 829
Receivables:
Employer Contribution --------- ---------- ----------- ---------- ----------
Participant Contribution and Other 18 28 174,738 59,389 14
---------- ---------- ----------- ---------- ----------
Total Assets $9,784,581 22,798,109 101,655,148 11,970,929 10,597,470
========= ========== =========== ========== ==========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
--------- ---------- ----------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 9,784,581 22,798,109 101,655,148 11,970,929 10,597,470
--------- ---------- ----------- ---------- ----------
Total Liabilities and Plan Equity $ 9,784,581 22,798,109 101,655,148 11,970,929 10,597,470
========= ========== =========== ========== ==========
</TABLE>
See notes to financial statements.
7
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
Smith Barney Smith Barney American Deferred
Shearson Shearson Express Profit
Utility Guaranteed Common Stock Sharing
Assets Fund Income Fund Fund Plan Total
------ ---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $10,466,979 138,828,645 72,480,055 62,948 830,805,913
Cash 9,820 56,373 2,373 -- 312,574
Receivables:
Employer Contribution -- -- -- -- 23,995,464
Participant Contribution and Other 49,251 1,104,512 553,094 -- 3,165,932
---------- ----------- ----------- --------- -----------
Total Assets $ 10,526,050 139,989,530 73,035,522 62,948 858,279,883
========== =========== ========== ====== ===========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- 3,206,995
---------- ----------- ----------- --------- -----------
Total Liabilities -- -- -- -- 3,206,995
Plan Equity 10,526,050 139,989,530 73,035,522 62,948 855,072,888
---------- ----------- ---------- ------ -----------
Total Liabilities and Plan Equity $ 10,526,050 139,989,530 73,035,522 62,948 858,279,883
========== =========== ========== ====== ===========
</TABLE>
See notes to financial statements.
8
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
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 (Notes 2 and 3) $110,793,540 12,022,631 4,780,310 7,306,554 11,146,795
Cash 167,082 -- -- -- --
Receivables:
Participant Contribution and Other 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>
See notes to financial statements.
9
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
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 (Notes 2 and 3) $2,996,511 785,330 2,060,532 2,750,817 12,574,983
Cash -- -- -- -- --
Receivables:
Participant Contribution and Other -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Assets $ 2,996,511 785,330 2,060,532 2,750,817 12,574,983
========= ======= ========= ========= ==========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 2,996,511 785,330 2,060,532 2,750,817 12,574,983
--------- ------- --------- --------- ----------
Total Liabilities and Plan Equity $ 2,996,511 785,330 2,060,532 2,750,817 12,574,983
========= ======= ========= ========= ==========
</TABLE>
See notes to financial statements.
10
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Bankers Smith Barney Smith Barney Smith Barney
Trust Income and U.S. Government Income Smith Barney
GIC Growth Securities Return Equity
Assets Fund Fund Fund Fund Fund
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $ -- 78,563,180 21,888,499 10,210,027 9,148,249
Cash -- -- -- -- --
Receivables:
Participant Contribution and Other -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Assets $ -- 78,563,180 21,888,499 10,210,027 9,148,249
=========== ========== =========== ========== ==========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity -- 78,563,180 21,888,499 10,210,027 9,148,249
----------- ---------- ----------- ---------- ----------
Total Liabilities and Plan Equity $ -- 78,563,180 21,888,499 10,210,027 9,148,249
=========== ========== =========== ========== ==========
</TABLE>
See notes to financial statements.
11
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Smith Barney Smith Barney American American
Money Fund/ International Connecticut Capital Express Daily
Government Equity General Enterprise Dividend
Assets Fund Fund GIC Fund Fund
------ ---- ---- --- ---- ----
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $14,480,197 28,578,248 16,837,757 2,926,835 15,158,886
Cash -- -- -- -- --
Receivables:
Participant Contribution and Other -- -- 138,785 -- 1,375
----------- ---------- ----------- ---------- ----------
Total Assets $14,480,197 28,578,248 16,976,542 2,926,835 15,160,261
=========== ========== =========== ========== ==========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- -- -- -- --
----------- ---------- ----------- ---------- ----------
Total Liabilities -- -- -- -- --
Plan Equity 14,480,197 28,578,248 16,976,542 2,926,835 15,160,261
---------- ---------- ---------- --------- ----------
Total Liabilities and Plan Equity $14,480,197 28,578,248 16,976,542 2,926,835 15,160,261
========== ========== ========== ========= ==========
</TABLE>
See notes to financial statements.
12
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Salomon Smith Barney Smith Barney Smith Barney Smith Barney
Brothers Shearson High Shearson Shearson Shearson
Capital Income Aggressive Appreciation Diversified
Assets Fund Fund Growth Fund Fund Strategic Fund
------ ---- ---- ----------- ---- --------------
<S> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $3,069,805 15,665,918 36,915,197 116,965,850 8,361,643
Cash -- 5,883 7,739 21,115 2,600
Receivables:
Participant Contribution and Other -- -- -- -- --
---------- ---------- ---------- ----------- ---------
Total Assets $3,069,805 15,671,801 36,922,936 116,986,965 8,364,243
========== ========== ========== =========== =========
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ -- 5,883 7,452 20,828 2,026
---------- ---------- ---------- ----------- ---------
Total Liabilities -- 5,883 7,452 20,828 2,026
Plan Equity 3,069,805 15,665,918 36,915,484 116,966,137 8,362,217
---------- ---------- ---------- ----------- ---------
Total Liabilities
and Plan Equity $3,069,805 15,671,801 36,922,936 116,986,965 8,364,243
========== ========== ========== =========== =========
</TABLE>
See notes to financial statements.
13
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Financial Position, With Fund Information
December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney American Deferred
Shearson Global Shearson Shearson Express Profit
Opportunities Utility Guaranteed Common Stock Sharing
Assets Fund Fund Income Fund Fund Plan Total
------ ---- ---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 2 and 3) $22,440,353 14,409,854 111,716,118 86,886,244 80,655 781,521,518
Cash 3,412 2,576 29,446 -- -- 239,853
Receivables:
Participant Contribution and Other -- -- 60 760 -- 141,020
----------- ---------- ----------- ---------- -------- ------------
Total Assets $22,443,765 14,412,430 111,745,624 86,887,004 80,655 781,902,391
=========== ========== =========== ========== ======== ============
Liabilities and Plan Equity
- - ---------------------------
Payable for Stock Purchases $ 3,412 2,576 -- -- -- 9,439,445
----------- ---------- ----------- ---------- -------- ------------
Total Liabilities 3,412 2,576 -- -- -- 9,439,445
Plan Equity 22,440,353 14,409,854 111,745,624 86,887,004 80,655 772,462,946
----------- ---------- ----------- ---------- -------- ------------
Total Liabilities and
Plan Equity $22,443,765 14,412,430 111,745,624 86,887,004 80,655 781,902,391
=========== ========== =========== ========== ======== ============
</TABLE>
See notes to financial statements.
14
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
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 $ 1,972,118 390,130 306,947 1,621,623 1,146,639
Interest 33,136 115 4 17 586
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) (22,229,082) -- (517,550) (2,292,877) (3,276,920)
------------ ---------- ------------ ----------- -----------
(20,223,828) 390,245 (210,598) (671,237) (2,129,695)
Less Trustee/ Administrative
Expenses (468,233) (5,645) (2,077) (3,507) (72,273)
------------ ---------- ------------ ----------- -----------
(20,692,061) 384,600 (212,675) (674,744) (2,201,968)
Contributions:
Employer 30,677,722 -- -- -- --
Participants 20,930,939 718,418 654,519 895,838 17,585,222
Rollover 1,979,451 136,958 38,937 79,304 1,220,013
------------ ---------- ------------ ----------- -----------
53,588,110 855,376 693,456 975,142 18,805,235
Distributions to Participants (7,868,752) (1,097,674) (318,204) (465,051) (2,081,841)
Loan Activity, Net (601,028) (140,734) (12,369) (10,074) (986,082)
Transfers From (To) Other Funds 19,242,757 (182,312) (483,677) 330,396 20,115,830
------------ ---------- ------------ ----------- -----------
Increase (Decrease) in Plan Equity 43,669,028 (180,745) (333,469) 155,669 33,651,174
Plan Equity, Beginning of Year 101,563,394 12,022,631 4,780,310 7,306,554 11,146,795
Transfer from (to) Lehman Brothers
Holdings Inc. 5,382 -- -- -- 861
------------ ---------- ------------ ----------- -----------
Plan Equity, End of Year $ 145,237,803 11,841,886 4,446,841 7,462,223 44,798,830
============ ========== ============ =========== ===========
</TABLE>
See notes to financial statements.
15
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
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 $ 91,769 51,965 269,617 224,829 --
Interest 12 25 2 6 --
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) -- (119,078) (292,570) (212,363) --
------------ ---------- ------------ ----------- -----------
91,780 (67,089) (22,950) 12,472 --
Less Trustee/ Administrative
Expenses (1,318) (368) (1,015) (1,310)
------------ ---------- ------------ ----------- -----------
90,462 (67,457) (23,966) 11,162 --
Contributions:
Employer -- -- -- -- --
Participants 146,515 99,657 319,166 404,280 1,309,929
Rollover 27 52 7,693 11,811 --
------------ ---------- ------------ ----------- -----------
146,541 99,710 326,859 416,092 1,309,929
Distributions to Participants (179,466) (15,362) (64,657) (114,071) (951,276)
Loan Activity, Net (27,067) (7,265) (5,141) (11,814) 18,342,250
Transfers From (To) Other Funds (190,712) (38,584) (95,102) (217,516) --
------------ ---------- ------------ ----------- -----------
Increase (Decrease) in Plan Equity (160,242) (28,958) 137,993 83,853 18,700,903
Plan Equity, Beginning of Year 2,996,511 785,330 2,060,532 2,750,817 12,574,983
Transfer from (to) Lehman Brothers
Holdings Inc. -- -- -- -- --
------------ ---------- ------------ ----------- -----------
Plan Equity, End of Year $ 2,836,269 756,372 2,198,525 2,834,670 31,275,886
============ ========== ============ =========== ===========
</TABLE>
See notes to financial statements.
16
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
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 $ 3,583,204 1,382,644 365,485 314,030 1,043,998
Interest 918 451 225 168 6,862
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) (7,428,927) (1,684,038) (206,381) (225,600) --
----------- ----------- ------------ ----------- -----------
(3,844,805) (300,942) 159,329 88,598 1,050,860
Less Trustee/ Administrative
Expenses (147,491) (39,724) (18,557) (4,560) (58,498)
----------- ----------- ------------ ----------- -----------
(3,992,295) (340,667) 140,772 84,038 992,362
Contributions:
Employer -- -- -- -- --
Participants 8,861,939 1,907,521 40 -- 4,259,935
Rollover 962,804 301,343 -- -- 1,599,355
9,824,743 2,208,864 40 -- 5,859,291
Distributions to Participants (6,861,042) (1,965,798) (599,147) (191,647) (3,497,171)
Loan Activity, Net (850,047) (222,735) (166,651) (20,854) (776,199)
Transfers From (To) Other Funds 3,435,988 (2,948,131) (2,505,508) (9,019,786) 12,824,059
----------- ----------- ------------ ----------- -----------
Increase (Decrease) in Plan Equity 1,557,346 (3,268,467) (3,130,494) (9,148,249) 15,402,342
Plan Equity, Beginning of Year 78,563,180 21,888,499 10,210,027 9,148,249 14,480,197
Transfer from (to) Lehman Brothers
Holdings Inc. 1,317 -- -- -- (32,621)
---------- ---------- ------------ ----------- -----------
Plan Equity, End of Year $ 80,121,843 18,620,032 7,079,533 -- 29,849,918
========== ========== ============ =========== ===========
</TABLE>
See notes to financial statements.
17
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
Smith Barney American American Salomon
International Connecticut Capital Express Daily Brothers
Equity General Enterprise Dividend Capital
Fund GIC Fund Fund Fund
---- --- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 962,268 -- 855,695 -- --
Interest 624 -- 295 -- --
Net Realized Gains (Losses) and --
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) (7,428,241) -- (875,103) -- --
----------- ----------- ------------ ----------- -----------
(6,465,349) -- (19,114) -- --
Less Trustee/ Administrative
Expenses (116,621) -- (27,115) -- --
----------- ----------- ------------ ----------- -----------
(6,581,969) -- (46,228) -- --
Contributions:
Employer -- -- -- -- --
Participants 20,488,965 -- 4,069,007 -- --
Rollover 1,473,686 -- 458,621 -- --
----------- ----------- ------------ ----------- -----------
21,962,650 -- 4,527,628 -- --
Distributions to Participants (3,487,820) -- (692,464) -- --
Loan Activity, Net (1,432,513) -- (221,570) -- --
Transfers From (To) Other Funds 32,337,688 (16,976,542) 7,420,472 (15,160,261) (3,069,805)
----------- ----------- ------------ ----------- -----------
Increase (Decrease) in Plan Equity 42,798,037 (16,976,542) 10,987,83 -- --
Plan Equity, Beginning of Year 28,578,248 16,976,542 2,926,835 15,160,261 3,069,805
Transfer from (to) Lehman Brothers
Holdings Inc. 1,012 -- -- -- --
----------- ----------- ------------ ----------- -----------
Plan Equity, End of Year $ 71,377,297 -- 13,914,672 -- --
========== =========== ============ =========== ===========
</TABLE>
See notes to financial statements.
18
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney Smith Barney
Shearson High Shearson Shearson Shearson Shearson Global
Income Aggressive Appreciation Diversified Opportunities
Fund Growth Fund Fund Strategic Fund Fund
---- ----------- ---- -------------- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 1,173,657 753,630 7,579,686 966,367 817,060
Interest 103 195 1,990 341 159
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) (1,666,833) (1,181,449) (8,146,394) (1,262,670) (1,085,678)
----------- ----------- ------------ ----------- -----------
(493,072) (427,624) (564,718) (295,962) (268,459)
Less Trustee/ Administrative
Expenses (26,132) (53,013) (204,381) (26,261) (30,541)
----------- ----------- ------------ ----------- -----------
(519,205) (480,637) (769,099) (322,223) (299,000)
Contributions:
Employer -- -- -- -- --
Participants -- 36 15,502,740 3,815,537 --
Rollover -- -- 813,027 423,358 --
----------- ----------- ------------ ----------- -----------
-- 36 16,315,766 4,238,896 --
Distributions to Participants (1,162,276) (2,010,574) (7,023,399) (888,735) (1,094,588)
Loan Activity, Net (590,957) (1,217,986) (3,766,563) (369,610) (561,973)
Transfers From (To) Other Funds (3,799,378) (10,661,662) (20,225,505) 844,650 (10,041,987)
----------- ----------- ------------ ----------- -----------
Increase (Decrease) in Plan Equity (6,071,815) (14,370,823) (15,468,800) 3,502,977 (11,997,548)
Plan Equity, Beginning of Year 15,665,918 36,915,484 116,966,137 8,362,217 22,440,353
Transfer from (to) Lehman Brothers
Holdings Inc. 190,478 253,448 157,811 105,735 154,665
----------- ----------- ------------ ----------- ----------
Plan Equity, End of Year $ 9,784,581 22,798,109 101,655,148 11,970,929 10,597,470
========== =========== ============ =========== ==========
</TABLE>
See notes to financial statements.
19
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1994
-----------------------------------------------------------------------------
Smith Barney Smith Barney American Deferred
Shearson Shearson Express Profit
Utility Guaranteed Common Stock Sharing
Fund Income Fund Fund Plan Total
---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 756,519 -- 11,091,983 -- 37,721,865
Interest 248 11,919,415 11,329 2,292 11,979,517
Net Realized Gains (Losses)
and Appreciation (Depreciation)
in Current Value of Investments
(Note 3) (2,041,936) -- (3,122,174) -- (65,295,862)
------------ ----------- ------------ ------------- ------------
(1,285,169) 11,919,415 7,981,138 2,292 (15,594,481)
Less Trustee/ Admin Expenses (27,908) (659,791) (167,178) -- (2,163,519)
------------ ----------- ------------ ------------- ------------
(1,313,077) 11,259,624 7,813,960 2,292 (17,757,999)
Contributions:
Employer -- -- -- -- 30,677,722
Participants 2,803,528 11,202,470 -- -- 115,976,198
Rollover 209,812 1,097,220 -- -- 10,813,474
------------ ----------- ------------ ------------- ------------
3,013,340 12,299,691 -- -- 157,467,394
Distributions to Participants (1,201,735) (10,029,884) (6,775,234) (20,000) (60,657,869)
Loan Activity, Net (471,942) (3,495,892) (2,375,186) -- --
Transfers From (To) Other Funds (4,133,142) 16,538,772 (13,341,000) -- --
------------ ----------- ------------ ------------- ------------
Increase (Decrease) in Plan Equity 4,106,556 26,572,310 14,677,460 (17,707) 79,051,526
Plan Equity, Beginning of Year 14,409,854 111,745,624 86,887,004 80,655 772,462,946
Transfer from (to) Lehman Brothers
Holdings Inc. 222,752 1,671,596 825,978 -- 3,558,414
------------ ----------- ------------ ------------ ------------
Plan Equity, End of Year $ 10,526,050 139,989,530 73,035,522 62,948 855,072,886
============ =========== =========== ============ ============
</TABLE>
See notes to financial statements.
20
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
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 $ 1,203,403 278,672 354,506 936,994 663,100
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
------------ ----------- ------------ ------------- ------------
31,620,964 289,333 285,630 613,941 1,547,973
Less Trustee/ Administrative
Expenses (83,464) (7,706)
------------ ----------- ------------ ------------- ------------
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 financial statements.
21
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
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 --
Less Trustee/ Administrative
Expenses
------------ ----------- ------------ ------------- ------------
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) 1,253,104
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 1,220,216
Plan Equity, Beginning of Year 3,227,280 482,542 1,598,800 2,352,506 11,312,280
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 12,574,983
============ =========== ============ ============= ============
</TABLE>
See notes to financial statements.
22
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
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 $ -- 6,799,215 1,824,096 490,427 775,596
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
------------ ----------- ------------ ------------- -----------
-- 11,665,235 1,504,421 375,201 1,357,337
Less Trustee/ Administrative
Expenses (149,109) (50,726) (24,212) (21,254)
------------ ----------- ------------ ------------- -----------
-- 11,516,126 1,453,695 350,989 1,336,083
Contributions:
Employer -- -- -- -- --
Participants -- 8,616,298 1,544,304 1,611,230 1,017,922
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 8,693,070 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>
See notes to financial statements.
23
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Smith Barney Smith Barney American American
Money Fund/ International Connecticut Capital Express Daily
Government Equity General Enterprise Dividend
Fund Fund GIC Fund Fund
---- ---- --- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 438,522 277,873 2,420,213 281,834 35,870
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
------------ ----------- ------------ ---------- -----------
439,440 9,080,783 2,420,454 200,685 228,351
Less Trustee/ Administrative
Expenses (37,171) (38,901) (244,071) (6,459) (3,840)
------------ ----------- ------------ ---------- -----------
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>
See notes to financial statements.
24
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Salomon Smith Barney Smith Barney Smith Barney Smith Barney
Brothers Shearson High Shearson Shearson Shearson
Capital Income Aggressive Appreciation Diversified
Fund Fund Growth Fund Fund Strategic Fund
---- ---- ----------- ---- --------------
<S> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 3,112 127,078 444 1,882,857 58,214
Interest 278 -- -- -- --
Net Realized Gains (Losses) and
Appreciation (Depreciation) in
Current Value of Investments
(Note 3) 104,460 259,744 1,539,415 1,159,808 211,448
----------- ---------- ------------ ----------- -----------
107,850 386,822 1,539,859 3,042,665 269,662
Less Trustee/ Administrative
Expenses (824) (3,854) (8,788) (30,307) (1,998)
----------- ---------- ------------ ----------- -----------
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>
See notes to financial statements.
25
<PAGE>
<TABLE><CAPTION>
Travelers Group 401(k) Savings Plan
(Formerly The Travelers Inc. 401(k) Savings Plan)
Statements of Operations and Changes in Plan Equity, With Fund Information
Years Ended December 31, 1994 and 1993
December 31, 1993
-----------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney American Deferred
Shearson Global Shearson Shearson Express Profit
Opportunities Utility Guaranteed Common Stock Sharing
Fund Fund Income Fund Fund Plan Total
----- ---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Investment Activity:
Dividends $ 68,460 75,003 -- -- -- 19,357,964
Interest -- -- 1,037,177 760 2,070 1,211,136
Net Realized Gains (Losses)
and Appreciation (Depreciation)
in Current Value of Investments
(Note 3) 1,486,106 186,019 -- (42,763) -- 49,775,983
----------- ---------- ------------ ----------- ------- ------------
1,554,566 261,022 1,307,177 (42,003) 2,070 70,345,083
Less Trustee/ Admin Expenses (5,369) (3,679) (272,567) (25,846) (1,020,145)
----------- ---------- ------------ ----------- ------- ------------
1,549,197 257,343 764,610 (67,849) 2,070 69,324,938
Contributions:
Employer -- -- -- -- -- 8,469,800
Participants 262,464 282,713 915,919 -- -- 38,252,041
Rollover 47,663 -- 129,460 607 -- 5,081,451
----------- ---------- ------------ ----------- ------- ------------
310,127 282,713 1,045,379 607 -- 51,803,292
Distributions to Participants -- -- -- (348,535) (11,548) (22,561,434)
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) (9,478) 98,566,796
Plan Equity, Beginning of Year -- -- -- -- 90,133 250,868,867
Transfer of Net Assets from:
Shearson Plan 20,812,818 13,983,928 110,480,125 87,654,008 -- 423,027,283
---------- ---------- ----------- ----------- ------- ------------
Plan Equity, End of Year $22,440,353 14,409,854 111,745,624 86,887,004 80,655 772,462,946
========== ========== =========== =========== ======= ============
</TABLE>
See notes to financial statements.
26
<PAGE>
THE TRAVELERS INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 and 1993
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
Travelers Inc. 401(k) Savings Plan Document (as amended and restated as of
June 30, 1994) 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.
On April 26, 1995, the shareholders of Travelers approved an amendment
changing the Company's name from The Travelers Inc. to Travelers Group Inc.
Subsequent to this date, the Plan changed its name from The Travelers Inc.
401(k) Savings Plan to Travelers Group 401(k) Savings Plan.
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.
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 Summary Plan Description dated
November 1, 1993. During 1994, as prescribed by the Shearson acquisition
document dated July 31, 1993, additional transfers were made between Lehman
Brothers Holdings Inc. and the Plan.
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, appropriated each pay
period, in any one percent increment, 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, equal to a specified percentage
of the participant's contribution, 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.
Travelers, for itself or on behalf of the Company, as appropriate,
contributes a "matching employer contribution" on behalf of each
participant as of the last day of the Plan year. For the year ended
December 31, 1994, Travelers contributed an amount equal to 100% of each
participant's 1994 pre-tax contributions up to an annual maximum of $1,000.
For the year ended December 31, 1993, Travelers contributed an amount equal
to 25% of each participant's 1993 pre-tax contributions not in excess of 6%
of that participant's compensation up to an annual maximum of $1,000. In
addition, Travelers, on behalf of the Company, makes contributions on
behalf of eligible employees who elect to have pre-tax contributions
See notes to financial statements.
27
<PAGE>
1. Plan Description (Continued):
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.
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.
As of January 1, 1994, the Plan had two trustees: Citibank N.A. and
American Capital Trust Company ("ACTC"). Citibank, N.A. was the trustee of
the funds relating to the former Shearson Plan. ACTC was the trustee of
the funds relating to the former Primerica Corporation Savings Plan. On
November 1, 1994, Citibank replaced ACTC as trustee of the funds relating
to the former Primerica Corporation Savings Plan. As of December 31, 1994,
Citibank, N.A. serves as the trustee for the entire plan.
In January 1994, the assets of the American Express Daily Dividend Fund
were transferred into the Smith Barney Money Fund/Government Fund; the
Salomon Brothers Capital Fund was transferred into the Smith Barney
Shearson Appreciation Fund; and the Connecticut General GIC Fund was
transferred into the Smith Barney Shearson Guaranteed Income Fund which was
previously named the Shearson Fixed Income Fund.
In April 1994, the assets of the Smith Barney Equity Fund were transferred
into the Smith Barney Income and Growth Fund.
During 1994, the Smith Barney World Fund changed its name to the Smith
Barney International Equity Fund.
Fund Transfers and Allocation of Contributions
- - ----------------------------------------------
Participants may elect to divide their contribution among funds in
increments divisible by 5%.
Matching employer contributions are invested in The Travelers Inc. Common
Stock Fund and are limited to $1,000 per participant each year.
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.
28
<PAGE>
1. Plan Description (Continued):
Contributions
- - -------------
The rights of a participant to his or her pre-tax contributions and any
earnings thereon are at all times fully vested and non-forfeitable.
Matching employer contributions are fully vested and non-forfeitable for
those participants whose initial date of employment is before January 1,
1992. For those participants whose initial date of employment is on or
after January 1, 1992, matching employer contributions are 100% vested and
non-forfeitable after five years of service.
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 after-tax 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 or her rollover contributions account,
all or any portion of the vested value of his or her account if the
participant has attained age 59-1/2 or becomes totally and permanently
disabled or all or any portion of the value of his or her 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 and losses) allocated to each participant's
account.
Withdrawals from The Travelers Inc. Common Stock Fund and the American
Express Common Stock Fund may be paid in either shares of common stock or
cash. Fractional shares and withdrawals from other funds are paid in cash.
Distributions
- - -------------
The participant shall have distributed the total of his account in lump-sum
payment on the last business day of the month coincident with his
retirement date. If the participant leaves the Company before retirement,
he may elect to have his account distributed to him as of the last business
day of the month coincident to his last day of employment. Distributions
from The Travelers Inc. Common Stock Fund and the American Express Common
Stock
29
<PAGE>
1. Plan Description (Continued):
Fund may be paid in either 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.
Dividend income is accrued on the ex-dividend date.
Certain reclassifications have been made to prior year's financial
statements to conform to the current year's presentation.
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 registered investment companies are valued at the net asset
value per share as determined by American Capital Asset Management and
Research:
American Capital Comstock Fund
American Capital Emerging Growth Fund
American Capital Enterprise Fund
American Capital Gov't Securities Fund
American Capital Reserve Fund
Common Sense Government Fund
Common Sense Growth and Income Fund
Common Sense Growth Fund
Common Sense Money Market Fund
The following are valued at the net asset value per share as determined by
Smith Barney Mutual Funds Management Inc.:
American Express Daily Dividend Fund
Salomon Brothers Capital Fund
Smith Barney Income and Growth Fund
Smith Barney Income Return Fund
Smith Barney International Equity Fund
Smith Barney Money Fund/Government Fund
Smith Barney Shearson Aggressive Growth Fund
Smith Barney Shearson Appreciation Fund
Smith Barney Shearson Diversified Strategic Fund
Smith Barney Shearson Global Opportunities Fund
Smith Barney Shearson Guaranteed Income Fund
Smith Barney Shearson High Income Fund
Smith Barney Shearson Utility Fund
Smith Barney U.S Government Securities
30
<PAGE>
2. Summary of Significant Accounting Policies (Continued):
Short-term money market investments, the Loan Fund and the Deferred Profit
Sharing Plan are valued at cost plus earned interest. The Smith Barney
Shearson Guaranteed Income Fund and The Connecticut General and Banker's
Trust Guaranteed Investment Contracts are valued at contract value.
3. Summary of Investments:
A summary of the investments in the Plan as of December 31, 1994 and 1993
is as follows:
1994 Investment Funds Cost Value
- - --------------------- ---- -----
The Travelers Inc. Common Stock Fund
Invested $ 107,107,900 $ 123,836,997
Funds not yet invested 208,569 208,569
------------- -------------
Total 107,316,469 124,045,566
------------- -------------
American Capital Reserve Fund
Invested 11,840,613 11,840,613
Funds not yet invested 112 112
------------- -------------
Total 11,840,725 11,840,725
------------- -------------
American Capital Gov't Securities Fund
Invested 4,899,874 4,443,863
Funds not yet invested 4 4
------------- -------------
Total 4,899,878 4,443,867
------------- -------------
American Capital Comstock Fund
Invested 9,693,217 7,457,863
Funds not yet invested 16 16
------------- -------------
Total 9,693,233 7,457,879
------------- -------------
American Capital Emerging Growth Fund
Invested 47,354,968 44,587,338
Funds not yet invested 2,262 2,262
------------- -------------
Total 47,357,230 44,589,600
------------- -------------
Common Sense Money Market Fund
Invested 2,835,617 2,835,617
Funds not yet invested 639 639
------------- -------------
Total 2,836,256 2,836,256
------------- -------------
Common Sense Government Fund
Invested 857,650 755,249
Funds not yet invested 24 24
------------- -------------
Total 857,674 755,273
------------- -------------
31
<PAGE>
3. Summary of Investments (Continued):
1994 Investment Funds Cost Value
- - --------------------- ---- -----
Common Sense Growth & Income Fund
Invested $ 2,487,437 $ 2,197,881
Funds not yet invested 2 2
------------- -------------
Total 2,487,439 2,197,883
------------- -------------
Common Sense Growth Fund
Invested 3,043,875 2,835,350
Funds not yet invested 6 6
------------- -------------
Total 3,043,881 2,835,356
------------- -------------
Loan Fund
Invested 31,275,886 31,275,886
Funds not yet invested -- --
------------- -------------
Total 31,275,886 31,275,886
------------- -------------
Smith Barney Income & Growth Fund
Invested 80,907,790 79,994,986
Funds not yet invested 2,310 2,310
------------- -------------
Total 80,910,100 79,997,296
------------- -------------
Smith Barney U.S. Government
Securities Fund
Invested 19,956,983 18,579,414
Funds not yet invested 915 915
------------- -------------
Total 19,957,898 18,580,329
------------- -------------
Smith Barney Income Return Fund
Invested 7,203,647 7,078,832
Funds not yet invested 699 699
------------- -------------
Total 7,204,346 7,079,531
------------- -------------
Smith Barney Money Fund/Government Fund
Invested 29,718,296 29,718,296
Funds not yet invested 10,669 10,669
------------- -------------
Total 29,728,965 29,728,965
------------- -------------
Smith Barney International Equity Fund
Invested 71,360,902 71,101,442
Funds not yet invested 2,046 2,046
------------- -------------
Total 71,362,948 71,103,488
------------- -------------
American Capital Enterprise Fund
Invested 14,792,862 13,870,616
Funds not yet invested 729 729
------------- -------------
Total 14,793,591 13,871,345
------------- -------------
32
<PAGE>
3. Summary of Investments (Continued):
1993 Investment Funds Cost Value
- - --------------------- ---- -----
The Travelers Inc. Common Stock Fund
Invested $ 69,387,866 $110,793,540
Funds not yet invested 167,082 167,082
------------- -------------
Total 69,554,948 110,960,662
------------- -------------
American Capital Reserve Fund
Invested 12,029,191 12,022,631
Funds not yet invested -- --
------------- -------------
Total 12,029,191 12,022,631
------------- -------------
American Capital Gov't Securities Fund
Invested 4,787,482 4,780,310
Funds not yet invested -- --
------------- -------------
Total 4,787,482 4,780,310
------------- -------------
American Capital Comstock Fund
Invested 7,734,882 7,306,554
Funds not yet invested -- --
------------- -------------
Total 7,734,882 7,306,554
------------- -------------
American Capital Emerging Growth Fund
Invested 10,222,203 11,146,795
Funds not yet invested -- --
------------- -------------
Total 10,222,203 11,146,795
------------- -------------
Common Sense Money Market Fund
Invested 2,958,619 2,996,511
Funds not yet invested -- --
------------- -------------
Total 2,958,619 2,996,511
------------- -------------
Common Sense Government Fund
Invested 817,748 785,330
Funds not yet invested -- --
------------- -------------
Total 817,748 785,330
------------- -------------
Common Sense Growth & Income Fund
Invested 2,077,531 2,060,532
Funds not yet invested -- --
------------- -------------
Total 2,077,531 2,060,532
------------- -------------
Common Sense Growth Fund
Invested 2,760,947 2,750,817
Funds not yet invested -- --
------------- -------------
Total 2,760,947 2,750,817
------------- -------------
33
<PAGE>
3. Summary of Investments (Continued):
1993 Investment Funds Cost Value
- - --------------------- ---- -----
Loan Fund
Invested $ 12,574,983 $ 12,574,983
Funds not yet invested -- --
------------- -------------
Total 12,574,983 12,574,983
------------- -------------
Smith Barney Income and Growth Fund
Invested 71,200,706 78,563,180
Funds not yet invested -- --
------------- -------------
Total 71,200,706 78,563,180
------------- -------------
Smith Barney U.S. Government
Securities Fund
Invested 21,701,903 21,888,499
Funds not yet invested -- --
------------- -------------
Total 21,701,903 21,888,499
------------- -------------
Smith Barney Income Return Fund
Invested 10,122,099 10,210,027
Funds not yet invested -- --
------------- -------------
Total 10,122,099 10,210,027
------------- -------------
Smith Barney Equity Fund
Invested 9,363,705 9,148,249
Funds not yet invested -- --
------------- -------------
Total 9,363,705 9,148,249
------------- -------------
Smith Barney Money
Fund/Government Fund
Invested 14,480,129 14,480,197
Funds not yet invested -- --
------------- -------------
Total 14,480,129 14,480,197
------------- -------------
Smith Barney International Equity Fund
Invested 20,367,932 28,578,248
Funds not yet invested -- --
------------- -------------
Total 20,367,932 28,578,248
------------- -------------
Connecticut General GIC
Invested 16,837,757 16,837,757
Funds not yet invested -- --
------------- -------------
Total 16,837,757 16,837,757
------------- -------------
American Capital Enterprise Fund
Invested 3,016,479 2,926,835
Funds not yet invested -- --
------------- -------------
Total 3,016,479 2,926,835
------------- -------------
34
<PAGE>
3. Summary of Investments (Continued):
1993 Investment Funds Cost Value
- - --------------------- ---- -----
American Express Daily Dividend Fund
Invested $ 15,158,886 $ 15,158,886
Funds not yet invested -- --
------------- -------------
Total 15,158,886 15,158,886
------------- -------------
Salomon Brothers Capital Fund
Invested 3,070,119 3,069,805
Funds not yet invested -- --
------------- -------------
Total 3,070,119 3,069,805
------------- -------------
Smith Barney Shearson High Income Fund
Invested 15,446,302 15,665,918
Funds not yet invested 5,883 5,883
------------- -------------
Total 15,452,185 15,671,801
------------- -------------
Smith Barney Shearson Aggressive
Growth Fund
Invested 28,225,877 36,915,197
Funds not yet invested 7,739 7,739
------------- -------------
Total 28,233,616 36,922,936
------------- -------------
Smith Barney Shearson Appreciation
Fund
Invested 93,402,612 116,965,850
Funds not yet invested 21,115 21,115
------------- -------------
Total 93,423,727 116,986,965
------------- -------------
Smith Barney Shearson Diversified
Strategic Fund
Invested 8,328,448 8,361,643
Funds not yet invested 2,600 2,600
------------- -------------
Total 8,331,048 8,364,243
------------- -------------
Smith Barney Shearson Global
Opportunities Fund
Invested 20,705,324 22,440,353
Funds not yet invested 3,412 3,412
------------- -------------
Total 20,708,736 22,443,765
------------- -------------
Smith Barney Shearson Utility Fund
Invested 14,377,011 14,409,854
Funds not yet invested 2,576 2,576
------------- -------------
Total 14,379,587 14,412,430
------------- -------------
Smith Barney Shearson Guaranteed
Income Fund
Invested 111,716,118 111,716,118
Funds not yet invested 29,446 29,446
------------- -------------
Total 111,745,564 111,745,564
------------- -------------
35
<PAGE>
3. Summary of Investments (Continued):
1993 Investment Funds Cost Value
- - --------------------- ---- -----
American Express Common Stock Fund
Invested $ 79,677,409 $ 86,886,244
Funds not yet invested -- --
------------- -------------
Total 79,677,409 86,886,244
------------- -------------
Deferred Profit Sharing Plan
Invested 80,655 80,655
Funds not yet invested -- --
------------- -------------
Total 80,655 80,655
------------- -------------
1993 Total Investments
$ 682,588,935 $ 781,761,371
=========== ===========
4. Federal Income Tax Consequences:
On March 31, 1995, 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 and in-house counsel, the Plan and its underlying Trust are being
operated within the terms of the Plan and in compliance with the applicable
rules of the Internal Revenue Code.
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 The Travelers Inc. Common Stock Fund
and the American Express Common Stock Fund distributed in a qualifying
withdrawal or distribution is also not taxable at the time of distribution.
36
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
December 31, 1994
Number Fair
Investment Descriptions of Shares Cost Value
- - ----------------------- --------- ---- -----
<S> <C> <C> <C>
Short Term Funds:
Deferred Profit Sharing Plan 62,948 $ 62,948 $ 62,948
Smith Barney Liquid Reserve Fund 312,573 312,573 312,573
Stock Funds:
American Express Common Stock Fund 2,456,951 69,070,193 72,480,055
The Travelers Inc. Common Stock Fund 3,825,081 107,107,900 123,836,997
Mutual Funds:
American Capital Emerging Growth Fund 1,907,888 47,354,968 44,587,338
American Capital Enterprise Fund 1,213,527 14,792,862 13,870,616
American Capital Gov't Securities Fund 459,552 4,899,874 4,443,863
American Capital Comstock Fund 601,441 9,693,217 7,457,863
American Capital Reserve Fund 11,840,613 11,840,613 11,840,613
Common Sense Growth Fund 206,658 3,043,875 2,835,350
Common Sense Growth & Income Fund 162,205 2,487,437 2,197,881
Common Sense Government Fund 76,057 857,650 755,249
Common Sense Money Market Fund 2,835,617 2,835,617 2,835,617
Smith Barney Money Fund/Government Fund 29,718,299 29,718,296 29,718,296
Smith Barney Income & Growth Fund 6,562,345 80,907,790 79,994,986
Smith Barney Income Return Fund 757,905 7,203,647 7,078,832
Smith Barney International Equity Fund 4,237,273 71,360,902 71,101,442
Smith Barney U.S. Government Securities Fund 1,486,353 19,956,983 18,579,414
Smith Barney Shearson Aggressive Growth Fund 886,710 18,458,119 22,797,316
Smith Barney Shearson Appreciation Fund 9,988,150 91,591,156 101,479,606
Smith Barney Shearson Global Opportunities
Fund 407,563 10,971,200 10,596,627
Smith Barney Shearson Diversified Strategic
Fund 1,587,693 13,047,968 11,907,701
Smith Barney Shearson High Income Fund 933,696 11,080,781 9,775,793
Smith Barney Shearson Utility Fund 819,012 11,933,511 10,466,979
Guaranteed Investment Contracts
("GIC")-Smith Barney:
Aetna Life Insurance GIC #14355 4,321,333 4,321,333 4,321,334
Connecticut General Life Insurance
GIC #25112 17,081,598 17,081,598 17,081,598
John Hancock Contract GIC #7129 8,306,678 8,306,678 8,306,678
Metropolitan Life Insurance Annuity Term
Life GIC #13561 6,833,869 6,833,869 6,833,869
Metropolitan Life GIC #13560 17,125,328 17,125,328 17,125,328
</TABLE>
37
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
December 31, 1994
Number Fair
Investment Descriptions (continued) of Shares Cost Value
- - ----------------------------------- --------- ---- -----
<S> <C> <C> <C>
Principal Financial Corporate
Contract #4-09271-01 8,138,412 $ 8,138,412 $ 8,138,412
Principal Financial Corporate
Contract #49271-2 2,531,282 2,531,282 2,531,282
Prudential Insurance Company GIC #7658-211 8,865,744 8,865,744 8,865,744
Prudential Insurance Company GIC #7658-212 8,584,323 8,584,323 8,584,323
Travelers Life Insurance Company
Contract #GR-16384 51,687,645 51,687,645 51,687,645
Travelers Life Insurance Company
Contract #GR-16409 5,352,432 5,352,432 5,352,432
Loans:
Loan Fund 31,275,886 31,275,886
---------- ----------
Total Investments $ 810,694,612 $ 831,118,486
=========== ===========
</TABLE>
38
<PAGE>
<TABLE><CAPTION>
<S> <C>
The Travelers Inc. 401(k) Savings Plan
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed
Within The Plan Year
For Year Ended December 31, 1994
There were no assets held for investment purposes which were both acquired and disposed within the Plan year.
</TABLE>
39
<PAGE>
<TABLE><CAPTION>
The Travelers Inc. 401(k) Savings Plan
Schedule to Form 5500: Item 27(d)
Schedule of Reportable Transactions
For Year Ended December 31, 1994
The following transactions exceeded 5% of the Plan's net assets of $ 772,462,946 at the beginning of year ended December 31, 1994.
Gain
Investment Descriptions Purchases Cost (Loss) Sales Proceeds
- - ----------------------- --------- ---- ------ ----- --------
<S> <C> <C> <C> <C> <C>
Travelers Life Insurance
Company Contract #GR-16384 12 $ 42,930,212 0
</TABLE>
40
