UNITED STATES
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, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
----------------------
Commission file 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
------------------- ----------
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 filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form lO-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of March 6, 1996 was approximately $21 billion.
As of March 6, 1996, 319,082,594 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, 1995 are incorporated by reference
into Part II of this Form 10-K/A-1.
Certain portions of the registrant's Proxy Statement for the 1996
Annual Meeting of Stockholders held on April 26, 1996 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 part of the report:
(1) Financial Statements. See Index to Consolidated Financial
Statements and Schedules on page F-1 hereof. Also filed as
a part of this report are the preacquisition consolidated
balance sheets of The Travelers Corporation and Subsidiaries
as of December 31, 1993 and 1992, and the related
consolidated statements of operations and retained earnings
and cash flows for each of the three years in the period
ended December 31, 1993, together with the notes thereto and
the related report of Independent Accountants. See Exhibit
99.01.
(2) Financial Statement Schedules. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On October 12, 1995, the Company filed a Current Report on Form
8-K dated October 2, 1995, reporting under Item 2 thereof the
disposition of its interest in The MetraHealth Companies, Inc.
On December 4, 1995, the Company filed a Current Report on Form
8-K dated November 28, 1995, reporting under Item 5 thereof its
agreement to purchase the domestic property and casualty
insurance operations of Aetna.
No other reports on Form 8-K were filed during the fourth quarter
of 1995; however, on January 19, 1996, the Company filed a
Current Report on Form 8-K dated January 19, 1996 (which was
amended by a Form 8-K/A-1 filed February 6, 1996), including
under Item 5 thereof certain financial information related to the
domestic property and casualty insurance operations to be
acquired by the Company from Aetna; and on January 23, 1996, the
Company filed a Current Report on Form 8-K dated January 16,
1996, reporting under Item 5 thereof the results of its
operations for the three months and twelve months ended December
31, 1995 and certain other selected financial data.
<PAGE>
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of Travelers
Group Inc. (formerly The Travelers Inc.), (the
"Company") and Certificate of Designation of Cumulative
Adjustable Rate Preferred Stock, Series Y, and
Certificate of Amendment to the Restated Certificate of
Incorporation, incorporated by reference to Exhibit
3.01 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1995 (File No. 1-
9924) (the "Company's March 31, 1995 10-Q").
3.02 By-Laws of the Company as amended through January 24,
1996.
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* Stock Option Plan of the Company, as amended through
September 27, 1995, incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995
(File No. 1-9924) (the "Company's September 30, 1995
10-Q").
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 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).
10.04* 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.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
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 Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) (the "Company's 1992 10-K").
10.06.1* 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* The Travelers Inc. Executive Performance Compensation
Plan, effective April 27, 1994.
10.08.1* Capital Accumulation Plan of the Company (the "CAP
Plan"), as amended to November 30, 1995.
10.08.2* Amendment No. 9 to the CAP Plan.
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.
10.10* The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, incorporated by
reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
December 31, 1994 (File No. 1-9924).
10.11 Stock Purchase Agreement dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna
Life and Casualty Company, incorporated by reference to
Exhibit 10.1 to Aetna Life and Casualty Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-5704).
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.12.1* 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").
10.12.2* Amendment to the RFG Employment Agreement, incorporated
by reference to Exhibit 10.17.2 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").
10.13* 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.
10.14* 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.
10.15* 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.
10.16* Employment Agreement effective January 1, 1995 between
the Company and Michael A. Carpenter, incorporated by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) (the "Company's 1994 10-K").
10.17.1* 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").
10.17.2* Amendment to The Travelers Corporation 1982 Stock
Option Plan, incorporated by reference to Exhibit
10.23.2 to the Company's 1994 10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.18.1* 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").
10.18.2* Amendment to The Travelers Corporation 1988 Stock
Incentive Plan, incorporated by reference to Exhibit
10.24.2 to the Company's 1994 10-K.
10.19* 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).
10.20* 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.
10.21* 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.
10.22* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to
Exhibit 10.30 to the Company's 1993 10-K.
10.23* 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).
10.24* Employment Agreement dated as of December 30, 1994,
between SBI and Joseph J. Plumeri II, incorporated by
reference to Exhibit 10.30 to the Company's 1994 10-K.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
13.01 Pages 30 through 70 of the 1995 Annual Report to
Stockholders of the Company (pagination of exhibit does
not correspond to pagination in the 1995 Annual Report
to Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.03** Accountants' consents to incorporation by reference of Electronic
reports filed with Exhibits 99.07 and 99.08.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
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 fourth paragraph of page 26 of the Company's
September 30, 1993 10-Q (File No. 1-9924).
99.03 The third paragraph of page 16 of the Quarterly Report
on Form 10-Q of Smith Barney Holdings Inc. for the
fiscal quarter ended September 30, 1994 (File No. 1-
12484).
99.04 The paragraph that begins on page 2 and ends on page 3
of the Company's Current Report on Form 8-K dated March
1, 1994 (File No. 1-9924).
99.05 The second paragraph of page 29 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994 10-Q (File No. 1-9924).
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.06** The second paragraph of page 30 of the Company's Electronic
September 30, 1995 10-Q (File No. 1-9924).
99.07** 1995 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic
Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument to
the Commission upon request.
The financial statements required by Form 11-K for 1995 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 (although no charge will be made for the 1995 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 27th day
of June, 1996.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ IRWIN ETTINGER
. . . . . . . . . . . . . . . . . . .
Irwin Ettinger
Executive Vice President
<PAGE>
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of Travelers
Group Inc. (formerly The Travelers Inc.), (the
"Company") and Certificate of Designation of Cumulative
Adjustable Rate Preferred Stock, Series Y, and
Certificate of Amendment to the Restated Certificate of
Incorporation, incorporated by reference to Exhibit
3.01 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1995 (File No. 1-
9924) (the "Company's March 31, 1995 10-Q").
3.02 By-Laws of the Company as amended through January 24,
1996.
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* Stock Option Plan of the Company, as amended through
September 27, 1995, incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995
(File No. 1-9924) (the "Company's September 30, 1995
10-Q").
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 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).
10.04* 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.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
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 Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) (the "Company's 1992 10-K").
10.06.1* 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* The Travelers Inc. Executive Performance Compensation
Plan, effective April 27, 1994.
10.08.1* Capital Accumulation Plan of the Company (the "CAP
Plan"), as amended to November 30, 1995.
10.08.2* Amendment No. 9 to the CAP Plan.
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.
10.10* The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, incorporated by
reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
December 31, 1994 (File No. 1-9924).
10.11 Stock Purchase Agreement dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna
Life and Casualty Company, incorporated by reference to
Exhibit 10.1 to Aetna Life and Casualty Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-5704).
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.12.1* 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").
10.12.2* Amendment to the RFG Employment Agreement, incorporated
by reference to Exhibit 10.17.2 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").
10.13* 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.
10.14* 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.
10.15* 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.
10.16* Employment Agreement effective January 1, 1995 between
the Company and Michael A. Carpenter, incorporated by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) (the "Company's 1994 10-K").
10.17.1* 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").
10.17.2* Amendment to The Travelers Corporation 1982 Stock
Option Plan, incorporated by reference to Exhibit
10.23.2 to the Company's 1994 10-K.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.18.1* 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").
10.18.2* Amendment to The Travelers Corporation 1988 Stock
Incentive Plan, incorporated by reference to Exhibit
10.24.2 to the Company's 1994 10-K.
10.19* 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).
10.20* 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.
10.21* 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.
10.22* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to
Exhibit 10.30 to the Company's 1993 10-K.
10.23* 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).
10.24* Employment Agreement dated as of December 30, 1994,
between SBI and Joseph J. Plumeri II, incorporated by
reference to Exhibit 10.30 to the Company's 1994 10-K.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
13.01 Pages 30 through 70 of the 1995 Annual Report to
Stockholders of the Company (pagination of exhibit does
not correspond to pagination in the 1995 Annual Report
to Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.03** Accountants' consents to incorporation by reference of Electronic
reports filed with Exhibits 99.07 and 99.08.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
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 fourth paragraph of page 26 of the Company's
September 30, 1993 10-Q (File No. 1-9924).
99.03 The third paragraph of page 16 of the Quarterly Report
on Form 10-Q of Smith Barney Holdings Inc. for the
fiscal quarter ended September 30, 1994 (File No. 1-
12484).
99.04 The paragraph that begins on page 2 and ends on page 3
of the Company's Current Report on Form 8-K dated March
1, 1994 (File No. 1-9924).
99.05 The second paragraph of page 29 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994 10-Q (File No. 1-9924).
<PAGE>
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.06** The second paragraph of page 30 of the Company's Electronic
September 30, 1995 10-Q (File No. 1-9924).
99.07** 1995 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic
Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument to
the Commission upon request.
The financial statements required by Form 11-K for 1995 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 (although no charge will be made for the 1995 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 23.03
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Plans Administration Committee
Travelers Group Inc.:
We consent to the 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 21, 1996 relating to the statements of net assets
available for plan benefits of Travelers Group 401(k) Savings Plan as of
December 31, 1995 and 1994, and the related statements of changes in net
assets available for plan benefits for the years then ended, and 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 as of and for the year ended December 31, 1995,
which report is being filed with Form 10-K/A-1 as an amendment to the 1995
Annual Report on Form 10-K of Travelers Group Inc.
/s/ KPMG Peat Marwick LLP
New York, New York
June 26, 1996
30
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Trustees and Participants
The Travelers Savings, Investment and Stock Ownership Plan:
We consent to the incorporation by reference in the Registration Statement
(No. 33-52027) on Form S-8 of Travelers Group Inc. of our report dated June 21,
1996 relating to the statements of net assets available for plan benefits of
The Travelers Savings, Investment and Stock Ownership Plan as of December 31,
1995 and 1994, and the related statement of changes in net assets available for
plan benefits with fund information for the years then ended, and the
supplemental schedule of assets held for investment purposes as of December 31,
1995, which report is being filed with Form 10-K/A-1 as an amendment to the 1995
Annual Report on Form 10-K of Travelers Group Inc.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 26, 1996
<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, dated March 18,
1994 on our audit of the Statement of Changes in Net Assets Available for Plan
Benefits with Fund Information for the year 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 1995 Annual Report on
Form 10-K of Travelers Group Inc.
/s/ COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
June 27, 1996
EXHIBIT 99.06
In July 1995, a purported class action was filed under the name Elvidio
Vennettilli et al. v. Primerica Inc. et al. in the United States District Court
for the Eastern District of Michigan on behalf of individuals who purchased
interests in oil and gas rights owned by Basic Energy and Affiliated Resources
Inc. ("BEAR"). Notwithstanding that the alleged violations were in
contravention of agreements between the agents and Primerica Financial Services
("PFS") and did not involve securities of the Company or any subsidiary thereof,
the complaint, which seeks unspecified monetary damages, alleges that
defendants, including PFS, committed violations of the federal securities laws
and common law fraud. The Company believes it has meritorious defenses and
intends to contest the allegations.
EXHIBIT 99.07
THE TRAVELERS SAVINGS, INVESTMENT
AND STOCK OWNERSHIP PLAN
Annual Report to the
Securities and Exchange Commission
December 31, 1995
<PAGE>
Exhibit 99.07
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
CONTENTS
--------
Page
Independent Auditors' Reports 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for
Plan Benefits with Fund Information for the Years
Ended December 31, 1995, 1994 and 1993 4
Notes to Financial Statements 7
Supplemental Schedule:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 14
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Trustees and Participants of
The Travelers Savings, Investment and Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Travelers Saving, Investment and Stock Ownership Plan as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits with fund information 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 net assets available for plan benefits as of
December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
As discussed in Note 6 to the financial statements, on January 1, 1996, the
Plan was merged with the Travelers Group 401(K) Savings Plan.
Our audits were 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, 1995 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 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
Hartford, Connecticut
June 21, 1996
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Participants of
The Travelers Savings, Investment and Stock Ownership Plan:
We have audited the accompanying Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information of The Travelers Savings, Investment and
Stock Ownership Plan for the year ended December 31, 1993. This financial
statement is the responsibility of the Plan's management. Our responsibility is
to express an opinion on this financial statement 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
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 audit provides a reasonable basis for our opinion.
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.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the changes in net assets available for plan benefits
for the year ended December 31, 1993, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand, L.L.P.
Hartford, Connecticut
March 18, 1994
-2-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Assets:
Investments:
At fair value:
Investment in common stock of
Travelers Group Inc.
(cost $174,452,884 and $189,150,418) $ 280,154,528 $ 158,401,227
Investment in State Street Global Advisors
Flagship Fund
(cost $43,859,824 and $44,874,039) 59,129,825 45,496,180
Investment in State Street Global Advisors
Russell 2000 Fund (cost $28,878,796 and $30,175,512) 35,648,760 29,660,853
Loans receivable from participants 22,165,930 22,191,958
Short-term investments 16,999,200 3,885,277
At estimated fair value:
Investment in Series C Convertible Preferred
Stock of Travelers Group Inc.
(cost $234,946,681 and $234,946,681) 298,535,700 235,303,415
At contract value:
Amounts held by The Travelers Insurance
Company under group annuity contracts 517,176,602 504,584,794
------------- -----------
Total investments 1,229,810,545 999,523,704
------------- -----------
Receivables:
Contributions receivable from employees 30,014 930,129
Contributions receivable from employer 896,446 4,180,611
Investment income accrued 59,541 52,147
------------- ---------
Total assets 1,230,796,546 1,004,686,591
------------- -------------
Liabilities:
Forfeiture credits due to employer 12,627,009 10,209,540
ESOP note payable 67,300,000 97,200,000
Accrued interest payable 324,930 486,486
Due to The Travelers Insurance Group Inc. 38,601,982 -
---------- -----------
Total liabilities 118,853,921 107,896,026
----------- -----------
Net assets available for plan benefits $ 1,111,942,625 $ 896,790,565
=============== ==============
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
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, 1995
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Common Fixed The S&P 500
Fixed Stock IRA Flagship
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment income
Dividends $ - $ 4,550,288 $ - $ -
Interest 29,477,624 4,713,287 -
Net appreciation in the
fair value of investments - 140,452,244 - 17,361,568
Contributions by employees 34,553,064 7,467,658 - 5,814,588
Contributions by employer - - - -
------------- ------------- ----------- -------------
Total Additions 64,030,688 152,470,190 4,713,287 23,176,156
------------- ------------- ----------- -------------
Distributions to employees 60,488,676 19,270,004 5,429,354 4,911,555
Employer contributions forfeited - 353,665 - -
Interest expense - - - -
------------- ------------- ----------- -------------
Total Deductions 60,488,676 19,623,669 5,429,354 4,911,555
------------- ------------- ----------- -------------
Interfund transfers 8,687,929 (13,095,275) - 4,166,266
------------- ------------- ----------- -------------
Net increase (decrease) 12,229,941 119,751,246 (716,067) 22,430,867
Net assets available for benefits
Beginning of year 460,498,023 160,176,674 66,165,489 45,505,860
------------- ----------- ----------- ----------
End of year $ 472,727,964 $ 279,927,920 $65,449,422 $ 67,936,727
============= ============= =========== =============
<CAPTION>
Non-
Participant
Directed
- ----------------- --------
The Russell
2000 ESOP
Fund Fund Total
---- ---- -----
<S> <C> <C>
$ - $19,961,132 $ 24,511,420
126,333 34,317,244
8,524,464 63,232,285 229,570,561
4,733,719 - 52,569,029
- 14,384,513 14,384,513
------------- -------------- -------------
13,258,183 97,704,263 355,352,767
------------- -------------- -------------
3,030,117 39,474,947 132,604,653
- 3,116,625 3,470,290
- 4,125,764 4,125,764
------------- -------------- -------------
3,030,117 46,717,336 140,200,707
------------- -------------- -------------
2,095,549 (1,854,469) -
------------- --------------- -------------
12,323,615 49,132,458 215,152,060
29,678,336 134,766,183 896,790,565
------------- -------------- -------------
$ 42,001,951 $183,898,641 $ 1,111,942,625
============= ============== ===============
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
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
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Common Fixed The S&P 500
Fixed Stock IRA Flagship
Fund Fund Fund Fund
---- ---- ---- ----
<S> <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
Contributions by employees 37,335,650 6,273,577 - 5,223,612
Contributions by employer - - - -
------------- ------------- ------------- -------------
Total Additions 66,569,587 (21,524,342) 4,838,487 5,867,149
------------- ------------ ------------- -------------
Distributions to employees 54,743,643 13,802,052 6,116,856 4,483,666
Employer contributions forfeited - - - -
Interest expense - - - -
------------- ------------- ------------- -------------
Total Deductions 54,743,643 13,802,052 6,116,856 4,483,666
------------- ------------- ------------- -------------
Interfund transfers (5,000,616) 6,170,149 - (658,143)
-------------- ------------- ------------- -------------
Net increase (decrease) 6,825,328 (29,156,245) (1,278,369) 725,340
Net assets available for benefits
Beginning of year 453,672,695 189,332,919 67,443,858 44,780,520
------------- ------------- ------------- -------------
End of year $ 460,498,023 $ 160,176,674 $ 66,165,489 $ 45,505,860
=============== ============== ============== =============
<CAPTION>
Non-
Participant
Directed
----------------------------------------
The Russell
2000 ESOP
Fund Fund Total
---- ---- -----
<S> <C> <C>
$ - $ 19,961,132 $ 23,078,499
- 130,620 34,203,044
(596,379) (29,082,445) (59,950,573)
4,578,936 - 53,411,775
- 20,513,764 20,513,764
------------- -------------- --------------
3,982,557 11,523,071 71,256,509
------------- -------------- --------------
3,400,367 12,327,918 94,874,502
- 1,354,947 1,354,947
- 4,128,453 4,128,453
------------- -------------- --------------
3,400,367 17,811,318 100,357,902
------------- -------------- --------------
569,778 (1,081,168) -
------------- --------------- -------------
1,151,968 (7,369,415) (29,101,393)
28,526,368 142,135,598 925,891,958
------------- -------------- --------------
$ 29,678,336 $ 134,766,183 $ 896,790,565
============= =============== ==============
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
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
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Common Fixed
Fixed Stock IRA
Fund Fund Fund
---------- ----------- ------------
<S> <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 -
Contributions by employees 37,352,528 6,884,796 -
Contributions by employer - - -
------------- ------------- -------------
Total Additions 68,850,388 40,571,617 5,246,045
------------- ------------- -------------
Distributions to employees 35,216,739 11,052,774 5,062,897
Employer contributions forfeited 30,046 372,080 -
Interest expense - - -
------------- ------------- -------------
Total Deductions 35,246,785 11,424,854 5,062,897
------------- ------------- -------------
Cumulative effect of change in accounting method 137,818,152 47,625,561 2,697,788
Interfund transfers 7,729,830 (8,660,167) -
------------- -------------- -------------
Net increase 179,151,585 68,112,157 2,880,936
Net assets available for benefits
Beginning of year 274,521,110 121,220,762 64,562,922
------------- ------------- -------------
End of year $ 453,672,695 $ 189,332,919 $ 67,443,858
=============== ============== ==============
<CAPTION>
Non-
Participant
Directed
--------
The Travelers The Travelers
Large Cap Small Cap ESOP
Index Fund Index Fund Fund Total
----------- ----------- ------- -----
<C> <C> <C> <C>
$ - $ - $ 19,689,657 $ 29,354,839
- - 69,574 36,817,657
3,961,000 3,811,908 17,517,503 49,307,872
6,485,141 4,269,319 - 54,991,784
- - 16,511,979 16,511,979
------------- ------------- -------------- -------------
10,446,141 8,081,227 53,788,713 186,984,131
------------- ------------- -------------- -------------
2,717,593 1,356,903 9,752,466 65,159,372
- - 3,568,192 3,970,318
- - 3,623,201 3,623,201
------------- ------------- -------------- -------------
2,717,593 1,356,903 16,943,859 72,752,891
------------- ------------- -------------- -------------
10,358,837 5,144,446 11,732,493 215,377,277
(2,011,193) 2,941,530 - -
--------------- ------------- -------------- -------------
16,076,192 14,810,300 48,577,347 329,608,517
28,704,328 13,716,068 93,558,251 596,283,441
------------- ------------- -------------- -------------
$44,780,520 $ 28,526,368 $ 142,135,598 $ 925,891,958
============ =============== =============== ==============
</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 The Travelers Corporation common stock (the
merger). All subsidiaries of the former The Travelers Corporation were
contributed to The Travelers Insurance Group Inc. (the Company), an
indirect wholly-owned subsidiary of Travelers Group Inc.
On January 3, 1995, the Company, together with Metropolitan Life Insurance
Company (MetLife), formed the MetraHealth Companies, Inc. (MetraHealth)
joint venture by contributing their medical businesses to MetraHealth in
exchange for shares of common stock of MetraHealth. On October 1, 1995, the
Company sold its interest in MetraHealth to United HealthCare Corporation.
The employees that transferred from the Company to MetraHealth continued to
participate in the Plan until December 31, 1995.
Employees of the Company and certain of its subsidiaries and former
subsidiaries 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 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 the Common
Stock Fund. 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
Convertible Preferred Stock).
-7-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
1. PLAN DESCRIPTION, Continued
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 5.43% and 5.46% as
of December 31, 1995 and 1994, respectively. Increasing semi-annual
payments that began January 1, 1990 will fully amortize the debt by July 1,
1997. Principal payments made during 1995 and 1994 totaled $29.9 million
and $27.7 million, respectively. The minimum principal payments to be made
in 1996 and 1997 are $32.4 million and $34.9 million, respectively. The
loan is guaranteed by Travelers Group Inc.
On June 21, 1989, the trustee for the ESOP, Fleet 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 Convertible Preferred Stock, which have substantially the same
rights and privileges as the shares so converted. The Series C Convertible
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 Convertible
Preferred Stock valued at the greater of its minimum value of $53.25 per
share or the estimated fair value of the Series C Convertible Preferred
Stock determined as described in Note 3. Each share of Series C Convertible
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 Convertible
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 Convertible 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 1.2063 conversion rate on or after January 1,
1998.
The Series C Convertible 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 Convertible Preferred Stock, common stock or
cash to the ESOP trust or will borrow from the shares to be allocated in
the next year. The 1995 and 1993 matching obligation under the Plan
exceeded the number of shares released as collateral for the loan resulting
in 36,303 shares and 96,577 shares, respectively, of Series C Convertible
Preferred Stock borrowed from the following 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
22,930 shares of Series C Convertible Preferred Stock which were used to
offset the shares borrowed in 1993. The Company has loaned the ESOP Trust
$38,601,982 to purchase the ESOP shares from participants withdrawing from
the ESOP Fund. The loan is unsecured and has been made on an interest -
free basis.
As of December 31, 1995 and 1994, participants in the ESOP had an aggregate
beneficial interest in Series C Convertible Preferred Stock totaling $194.7
million and $143.2 million, respectively, (2,874,516 shares in 1995 based
on the $67.75 per share estimated fair value at December 31, 1995, and
2,681,335 shares in 1994 based on the $53.40 per share estimated fair value
at December 31, 1994). In addition, at December 31, 1995 and 1994, the ESOP
had an aggregate beneficial interest in Series C Convertible Preferred
Stock totaling $103.8 million and $92.1 million, respectively, (1,531,915
shares based on the $67.75 per share estimated fair value at December 31,
1995, and 1,725,096 shares based on the $53.40 per share at December 31,
1994) which were unallocated to participants in the ESOP.
-8-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
1. PLAN DESCRIPTION, Continued
Upon termination of employment, a participant or 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
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 interest rate at the
time of origination. Loan principal repayments and loan withdrawals are
included in the statement of changes in net assets available for plan
benefits as components of Fixed Fund Contributions by employees and
distributions to employees, respectively. Loan principal repayments
amounted to $8,617,037, $9,021,484 and $10,390,686 in 1995, 1994 and 1993,
respectively. Loan withdrawals amounted to $10,060,662, $11,067,231 and
$12,835,048 in 1995, 1994, and 1993, respectively.
As a result of the merger, the Plan could not 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. 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 (see Note 6).
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 the Company, having a fixed interest rate subject to annual
adjustment; common stock of The Travelers Corporation through December 31,
1993 and common stock of Travelers Group Inc. effective January 1, 1994;
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; 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. Participants
may invest their contributions in more than one fund. There were 25,099 and
26,907 persons participating in the plan at December 31, 1995 and 1994,
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). There were 3,926 and 4,409 persons participating under
the individual retirement account provisions at December 31, 1995 and 1994,
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
(AICPA) changed its accounting treatment of distributions payable to
employees. Effective with plan years ending December 31, 1993, the AICPA
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. As such, the statement of changes in net
assets available for plan benefits with fund information for the year ended
December 31, 1993 includes the cumulative effect of this change in
accounting method. Disclosure of distributions payable to employees,
however, is required. Accordingly, the balances relating to distributions
payable for each fund, as shown below, have not been recorded as a
liability in the statement of net assets available for plan benefits at
December 31, 1995. 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 DISTRIBUTIONS PAYABLE AT
FUND DECEMBER 31, 1995 DECEMBER 31, 1994
---- ----------------- -----------------
<S> <C> <C>
Fixed Fund $ 3,099,933 $ 3,755,292
Common Stock Fund 2,991,921 1,243,725
Fixed IRA Fund 3,038,353 1,526,959
S&P 500 Flagship Fund 1,140,945 449,053
Russell 2000 Fund 528,561 142,251
ESOP Fund 984,136 777,039
----------------- -----------------
Total $ 11,783,849 7,894,319
================= =================
</TABLE>
Valuation of Investments
------------------------
Fixed Fund: 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 1995, 1994 and 1993, the annual interest rates
earned under this contract were 6.5%, 6.6% and 7.5%, respectively. The
group annuity contract is valued at contract value which approximates fair
value.
Common Stock Fund: At December 31, 1995, the Fund held 4,466,492 shares of
common stock of Travelers Group Inc. carried at fair value and $306,674
of Short-Term Liquid Reserve Fund. At December 31, 1994, the Fund held
4,892,702 shares of common stock of Travelers Group Inc.
Fixed IRA Fund: 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 1995, 1994 and 1993
plan periods, the interest rates guaranteed by the Company were 7.75%, 5.7%
and 7.05%, 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.
-10-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES, Continued
Valuation of Investments, Continued
------------------------
The S&P 500 Flagship Fund: 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, 1995, the Plan held approximately 608,472 units at a unit
value of $97.062 per unit, and $7,601,887 of Short-Term Liquid Reserve
Fund. At December 31, 1994, the Plan held approximately 644,778 units at a
unit value of $70.561 per unit.
The Russell 2000 Fund: 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 investments in both funds are carried
at fair value based on quoted market prices. At December 31, 1995,
the Plan held approximately 2,163,120 units at a unit value of $16.483 per
unit, and $5,002,038 of Short-Term Liquid Reserve Fund. At December 31,
1994, the Plan held approximately 2,307,860 units at a unit value of
$12.852 per unit.
ESOP Fund: The principal objective of the ESOP is to invest the Company's
matching contributions in shares of the Series C Convertible Preferred
Stock. The Series C Convertible Preferred Stock is carried at estimated
fair value, which is the greater of the minimum value of $53.25 per share
or estimated fair value as determined from an appraisal prepared by
an independent appraiser. The appraiser is selected by the ESOP trustee
with the approval of the Company. The value of the Series C Convertible
Preferred Stock was $67.75 and $53.40 per share at December 31, 1995 and
1994, 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 fair value, based on quoted market prices, 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.
Use of Estimates in the Preparation of the Financial Statements
---------------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the accounting period. Actual results could differ from
those estimates.
Other
-----
The financial statements are prepared on the accrual basis of accounting.
Purchases and sales of investments are recorded on the trade date.
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.
-11-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. SIGNIFICANT ACCOUNTING POLICIES, Continued
OTHER, continued
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.
Participant 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.
4. TAX STATUS
The Internal Revenue Service issued a Determination Letter on July 27,
1995, 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).
The Plan has been amended since the date of the Determination Letter.
However, in the opinion of the Plan's administrator and tax counsel, the
Plan is designed and continues to operate 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
on purchases of units were added to the investment basis. Transaction fees
assessed to The Travelers Small Cap Index Fund on sales of units were
included in net appreciation (depreciation) in the fair value of
investments.
-12-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. FEES AND EXPENSES, Continued
Administrative Expenses
-----------------------
All expenses (excluding expenses incurred in connection with the purchase
and sale of securities) incurred in administering the Plan are paid by the
Company. The administrative expenses, including all trustee fees, were
approximately $1.8 million, $1.7 million and 1.7 million for the years
ended December 31, 1995, 1994 and 1993, respectively.
6. SUBSEQUENT EVENTS
On January 1, 1996, the Plan was merged with Travelers Group 401(k) Savings
Plan, and all assets and liabilities transferred at their December 31, 1995
values. The participants' benefits under the Plan will continue
substantially unchanged under the Travelers Group 401(k) Savings Plan.
Effective January 2, 1996, all assets and liabilities of the Plan, in the
amount of $107,024,238, attributable to MetraHealth participants were
transferred from the Travelers Group 401(k) Savings Plan to the United
HealthCare Corporation 401(k) Savings Plan.
On May 24, 1996, Travelers Group Inc. effected a 3-for-2 stock split of
its common stock. Prior to the split, the Series C Convertible Preferred
Stock was convertible to Travelers Group Inc. common stock at the option
of the issuer at a .80423 conversion rate on or after January 1, 1998.
Subsequent to the split, the conversion rate is 1.2063.
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:
<TABLE>
<CAPTION>
<S> <C>
*Bankers and Shippers Indemnity Company *The Travelers Corporation
*Bankers and Shippers Insurance Company *Travelers/EBS, Inc.
*Burlington Acceptance Corporation *Travelers Equities Sales, Inc.
*The Center for Corporate Health, Inc. *The Travelers Health Network, Inc. and Subsidiaries
The Charter Oak Fire Insurance Company The Travelers Home and Marine Insurance Company
*ConServCo, Inc. The Travelers Indemnity Company
Constitution Plaza, Inc. The Travelers Indemnity Company of Connecticut
Constitution State Service Company The Travelers Insurance Company
First Trenton Indemnity Company *The Travelers Investment Management Company
KP Properties Corporation The Travelers Indemnity Company of America
*The Massachusetts Company, Inc. The Travelers Indemnity Company of Illinois
*MetraHealth Insurance Company The Travelers Life and Annuity Company
The Phoenix Insurance Company *The Travelers Life Insurance Company
The Plaza Corporation Travelers Medical Management Services
Premier Insurance Company of Massachusetts The Travelers Realty Investment Company
The Prospect Company Travelers Specialty Property Casualty Company, Inc.
TravCo Insurance Company Travelers Home Equity, Inc.
Travelers Asset Management International
Corporation
</TABLE>
*Former Affiliate
-13-
<PAGE>
THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
-----------------------
<TABLE>
<CAPTION>
Current
Identity of Issuer Description Value Cost
------------------ ----------- ----- ----
<S> <C> <C> <C>
*Travelers Group Inc. Common stock, par value $ 280,154,528 $ 174,452,884
$.01 (4,466,492 shares)
*The Travelers Investment in group $ 517,176,602 $ 517,176,602
Insurance Company annuity contracts
State Street Global Investment in Flagship $ 59,129,825 $ 43,859,824
Advisors Fund
State Street Global Investment in Russell $ 35,648,760 $ 28,878,796
Advisors 2000 Fund
*Travelers Group Inc. Series C Preferred Stock $ 298,535,700 $ 234,946,681
(4,406,431 shares)
*Participant Loans 7.5% through 12.5% $ 22,165,930 $ 22,165,930
Ford Motor 5.7% commercial paper $ 4,054,000 $ 4,054,000
Credit Company dated 10/2/95 maturing
1/2/96
Fidelity U.S. Treasury Income $ 34,601 $ 34,601
Portfolio Daily Money
Fund
Citibank Short-Term Liquid $ 12,910,599 $ 12,910,599
Reserve Fund
</TABLE>
* Represents party-in-interest.
-14-
EXHIBIT 99.08
Travelers Group 401(k) Savings Plan
Financial Statements and Schedules
December 31, 1995 and 1994
(with Independent Auditors' Report Thereon)
<PAGE>
Travelers Group 401(k) Savings Plan
December 31, 1995 and 1994
Index
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1995 and 1994 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
at December 31, 1995 26
Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed Within the Plan Year
for the year ended December 31, 1995 28
Schedule to Form 5500: Item 27(d)
Schedule of Reportable Transactions
for the year ended December 31, 1995 29
The other schedules required by Item 27 of Form 5500 are not applicable and
are therefore omitted.
<PAGE>
Independent Auditors' Report
To the Plans Administration Committee of
Travelers Group Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of Travelers Group 401(k) Savings Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for plan
benefits 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 net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our December 31, 1995 audit was 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 of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, as amended. The supplemental schedules 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 as of and for the year ended December 31, 1995
taken as a whole.
/s/ KPMG Peat Marwick LLP
New York, New York
June 21, 1996
1
<PAGE>
Travelers Group 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
1995 1994
---- ----
Assets:
Investments (notes 2 and 3) $1,193,575,670 $830,805,913
Cash 720,652 312,574
------------- -----------
1,194,296,322 831,118,487
------------- -----------
Receivables:
Contribution 21,930,809 25,670,548
Dividends and other 1,103,858 1,490,848
------------- -----------
Total receivables 23,034,667 27,161,396
------------- -----------
Total assets 1,217,330,989 858,279,883
------------- -----------
Liabilities:
Payable for investment purchases 1,537,443 3,206,995
------------- -----------
Net assets available for plan benefits $1,215,793,546 $855,072,888
============= ===========
See accompanying notes to financial statements.
2
<PAGE>
Travelers Group 401(k) Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1995 and 1994
1995 1994
---- ----
Investment activity:
Dividends $ 54,730,004 $ 37,721,863
Interest 10,397,567 11,979,519
Appreciation (depreciation) in fair value
of investments 238,944,182 (65,295,864)
------------- ------------
304,071,753 (15,594,482)
Less: Trustee/administrative expenses (2,207,972) (2,163,517)
------------ ------------
Net investment income (loss) 301,863,781 (17,757,999)
------------- ------------
Contributions:
Participant 112,718,750 115,976,200
Employer 24,143,255 30,677,722
Rollover 8,030,943 10,813,472
------------- -------------
Total contributions 144,892,948 157,467,394
------------- -------------
Distributions to participants (86,127,167) (60,657,867)
------------ ------------
Increase in net assets available for plan
benefits 360,629,562 79,051,528
------------- -------------
Net assets available for plan benefits:
Beginning of year 855,072,888 772,462,946
Transfers from Lehman Brothers Holdings, Inc. 91,096 3,558,414
------------- -------------
End of year $1,215,793,546 $ 855,072,888
============= =============
See accompanying notes to financial statements.
3
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
December 31, 1995 and 1994
1. Plan Description
The following brief description of Travelers Group 401(k) Savings Plan (the
"Plan") is provided for general information purposes only. Participants
should refer to the Travelers Group 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 Travelers Group Inc.
("Travelers"), the Plan sponsor, and eligible employees of subsidiaries and
affiliates of Travelers (the "Company") as may become participating
companies. The Plan is administered by the Plans Administration Committee
of Travelers Group Inc.
The Plan is a defined contribution plan designed to encourage savings on the
part of eligible employees. Eligible employees may elect to have a portion
of their regular pay, including overtime, reduced each pay period, in any
one percent increment, by an amount from 1% to 15% of their compensation
(subject to a statutory limitation of $9,240 for each of 1995 and 1994) 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 years ended December 31, 1995
and 1994, the matching employer contribution made by Travelers equaled 100%
of each participant's pre-tax contributions up to an annual maximum of
$1,000. In addition, Travelers, for itself or on behalf of the Company,
made contributions on behalf of eligible employees who elected to have pre-
tax contributions invested in the Travelers Group Inc. Common Stock Fund by
having such contributions invested at a 5% discount from the fair value of
such stock ("discount contributions"). The Plan currently does not allow
after-tax contributions.
Although it has not expressed any intention to do so, Travelers has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). In the event of Plan
termination, either full or partial, all amounts credited to the
Participants' accounts shall become 100 percent vested and, therefore, not
be subject to forfeiture.
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 Group Inc.
Common Stock Fund.
4
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
1. Plan Description (Continued)
A participant may elect to suspend his/her 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/her 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/her 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.
Contributions
-------------
The rights of a participant to his/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, 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.
5
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
1. Plan Description (Continued)
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/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/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 Group Inc. Common Stock Fund and the American
Express Common Stock Fund may be paid in either shares of common stock or
cash at the discretion of the participant. Fractional shares and
withdrawals from other funds are paid in cash.
Distributions
-------------
The participant shall have distributed the total of his/her account in a
lump-sum payment on the last business day of the month coincident with
his/her retirement date. If the participant leaves the Company before
retirement, he/she may elect to have his/her account distributed to him/her
as of the last business day of the month coincident to his/her last day of
employment. Distributions from the Travelers Group Inc. Common Stock Fund
and the American Express Common Stock Fund may be paid in either shares of
common stock or cash at the discretion of the participant. Fractional
shares and distributions from other funds are paid in cash.
Other Information
-----------------
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 and The Travelers
Inc. Common Stock Fund changed its name to Travelers Group Inc. Common Stock
Fund which invests in shares of Travelers Group Inc. Common Stock.
During 1993, following the acquisition by the Company of the domestic retail
brokerage and asset management businesses of Shearson Lehman Brothers
Holdings Inc. ("Lehman"), the net assets of the 401(k) savings plan
sponsored by Lehman (the "Shearson Plan"), that were attributable to the
participants included in the acquisition, were transferred to the Plan.
During 1994 and 1995, as prescribed by the acquisition document dated July
31, 1993, additional transfers were made between Lehman Brothers Holdings
Inc. and the Plan.
6
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
1. Plan Description (Continued)
During 1994, the assets of the American Express Daily Dividend Fund were
transferred into the Smith Barney Money Fund; the assets of the Smith Barney
Equity Fund were transferred into the Smith Barney Income and Growth Fund;
the Salomon Brothers Capital Fund was transferred into the Smith Barney
Appreciation Fund; and the Connecticut General GIC Fund was transferred into
the Smith Barney Guaranteed Income Fund which was previously named the
Shearson Fixed Income Fund. In addition, the Smith Barney World Fund
changed its name to the Smith Barney International Equity Fund.
During 1995, the assets of Smith Barney Global Opportunities Fund were
transferred to the Smith Barney Money Fund.
2. Summary of Significant Accounting Policies
(a) Accounting Method
The financial statements of the Plan have been prepared on the accrual
basis.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value or cost plus accrued
interest which approximates fair value, except for its investment
contracts which are reflected in the financial statements at contract
value. The aggregate fair value of the investment contracts included
in the Smith Barney Guaranteed Income Fund was approximately $149
million at December 31, 1995. Shares of registered investment
companies are valued at quoted market prices which represent the net
asset value of shares held by the Plan at year end. Stock is valued
at its quoted market price. Participant loans receivable are valued
at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Net appreciation (depreciation) in the fair value of investments
include the Plan's investments bought, sold and held during the year.
The following listing details the determination of the fair value of
each of the Plan's investments at year end:
The shares of common stock held by the Travelers Group 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 shares of the following registered investment companies are
valued at the net asset value per share as determined by Van Kampen
American Capital:
Van Kampen American Capital Comstock Fund
Van Kampen American Capital Emerging Growth Fund
Van Kampen American Capital Enterprise Fund
Van Kampen American Capital Government Securities Fund
7
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Van Kampen American Capital Reserve Fund
Common Sense Government Fund
Common Sense Growth and Income Fund
Common Sense Growth Fund
Common Sense Money Market Fund
The shares of the following registered investment companies are valued
at the net asset value per share as determined by Smith Barney Mutual
Funds Management Inc.:
Smith Barney Income and Growth Fund
Smith Barney Income Return Fund
Smith Barney International Equity Fund
Smith Barney Money Fund
Smith Barney Aggressive Growth Fund
Smith Barney Appreciation Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Global Opportunities Fund
Smith Barney High Income Fund
Smith Barney Utility Fund
Smith Barney U.S. Government Securities Fund
Smith Barney Special Equities Fund
Smith Barney Managed Growth Fund
Short-term money market investments, the Loan Fund and the Deferred
Profit Sharing Plan are valued at cost plus accrued interest which
approximates fair value. The Smith Barney Guaranteed Income Fund is
valued at contract value.
(c) Payment of Benefits
Benefits are recorded when paid.
(d) Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the accounting period. Actual results
could differ from those estimates.
(e) Concentration of Credit Risk
The Plan's investments are currently held with multiple registered
investment companies as indicated in footnote 2(b), Investment
Valuation and Income Recognition. The Plan places its investments with
quality financial institutions and the Plan administrator believes that
no significant concentration of credit risk exists with regard to
investments.
8
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
2. Summary of Significant Accounting Policies (Continued)
(f) Reclassification
Certain reclassifications have been made to prior year's financial
statements to conform to the current year's presentation.
3. Investments
During the years ended December 31, 1995 and 1994, the Plan's investments
[including investments bought, sold and held] appreciated (depreciated) in
value by $238,944,182 and $(65,295,864), respectively, as follows:
1995 1994
---- ----
Stock funds $ 169,831,278 $ (25,351,256)
Mutual funds 69,112,904 (39,944,608)
------------ ------------
$ 238,944,182 $ (65,295,864)
============ ============
A summary of the investments in the Plan as of December 31, 1995 and 1994 is
listed below. "Funds not yet invested" represent the line item "cash" on
the accompanying statements of net assets available for plan benefits. Such
amounts are included in a short-term liquid reserve fund pending allocation
to the appropriate investment funds.
1995 Investment Funds Cost Value
- --------------------- ---- -----
Travelers Group Inc. Common Stock Fund
Invested $ 151,907,915 $ 304,814,224
Funds not yet invested 655,686 655,686
----------- -----------
Total 152,563,601 305,469,910
----------- -----------
Van Kampen American Capital Reserve Fund
Invested 11,496,598 11,496,598
Funds not yet invested 2,563 2,563
----------- -----------
Total 11,499,161 11,499,161
----------- -----------
Van Kampen American Capital Government
Securities Fund
Invested 5,140,310 5,150,591
Funds not yet invested 1,250 1,250
----------- -----------
Total 5,141,560 5,151,841
----------- -----------
Van Kampen American Capital Comstock Fund
Invested 10,272,639 9,525,110
Funds not yet invested 1,967 1,967
----------- -----------
Total 10,274,606 9,527,077
----------- -----------
9
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1995 Investment Funds Cost Value
--------------------- ---- -----
Van Kampen American Capital Emerging
Growth Fund
Invested $ 72,433,796 $85,204,531
Funds not yet invested 3,639 3,639
---------- ----------
Total 72,437,435 85,208,170
---------- ----------
Common Sense Money Market Fund
Invested 2,732,191 2,732,189
Funds not yet invested 1,133 1,133
---------- ----------
Total 2,733,324 2,733,322
---------- ----------
Common Sense Government Fund
Invested 910,107 887,600
Funds not yet invested 575 575
---------- ----------
Total 910,682 888,175
---------- ----------
Common Sense Growth and Income Fund
Invested 3,069,018 3,233,904
Funds not yet invested 946 946
---------- ----------
Total 3,069,964 3,234,850
---------- ----------
Common Sense Growth Fund
Invested 3,782,938 3,927,164
Funds not yet invested 1,101 1,101
---------- ----------
Total 3,784,039 3,928,265
---------- ----------
Loan Fund
Invested 39,611,649 39,611,649
---------- ----------
Total 39,611,649 39,611,649
---------- ----------
Smith Barney Income and Growth Fund
Invested 85,293,431 98,655,385
Funds not yet invested 810 810
---------- ----------
Total 85,294,241 98,656,195
---------- ----------
Smith Barney U.S. Government Securities Fund
Invested 20,582,957 20,923,181
Funds not yet invested 900 900
---------- ----------
Total 20,583,857 20,924,081
---------- ----------
Smith Barney Income Return Fund
Invested 5,706,488 5,768,707
Funds not yet invested 883 883
---------- ----------
Total 5,707,371 5,769,590
---------- ----------
10
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1995 Investment Funds Cost Value
--------------------- ---- -----
Smith Barney Money Fund
Invested $31,271,665 $ 31,271,665
Funds not yet invested 887 887
---------- ----------
Total 31,272,552 31,272,552
---------- ----------
Smith Barney International Equity Fund
Invested 93,116,193 94,757,657
Funds not yet invested 773 773
----------- -----------
Total 93,116,966 94,758,430
----------- -----------
Van Kampen American Capital Enterprise Fund
Invested 26,717,625 27,640,186
Funds not yet invested 797 797
----------- -----------
Total 26,718,422 27,640,983
----------- -----------
Smith Barney High Income Fund
Invested 9,123,829 8,670,973
Funds not yet invested 816 816
----------- -----------
Total 9,124,645 8,671,789
----------- -----------
Smith Barney Aggressive Growth Fund
Invested 24,577,162 33,112,710
Funds not yet invested 839 839
----------- -----------
Total 24,578,001 33,113,549
----------- -----------
Smith Barney Appreciation Fund
Invested 106,488,345 131,250,468
Funds not yet invested 815 815
----------- -----------
Total 106,489,160 131,251,283
----------- -----------
Smith Barney Diversified Strategic Fund
Invested 14,507,017 14,289,961
Funds not yet invested 656 656
----------- -----------
Total 14,507,673 14,290,617
----------- -----------
Smith Barney Utility Fund
Invested 13,433,904 14,843,236
Funds not yet rovested 987 987
----------- -----------
Total 13,434,891 14,844,223
----------- -----------
Smith Barney Guaranteed Income Fund
Invested 142,873,227 142,873,227
Funds not yet invested 9,071 9,071
----------- -----------
Total 142,882,298 142,882,298
----------- -----------
11
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1995 Investment Funds Cost Value
--------------------- ---- -----
American Express Common Stock Fund
Invested $ 59,124,871 $ 87,464,433
Funds not yet invested 32,060 32,060
----------- ------------
Total 59,156,931 87,496,493
----------- ------------
Deferred Profit Sharing Plan
Invested 66,429 66,429
----------- ------------
Total 66,429 66,429
----------- -------------
Smith Barney Special Equities Fund
Invested 4,974,942 5,364,534
Funds not yet invested 875 875
----------- -------------
Total 4,975,817 5,365,409
----------- -------------
Smith Barney Managed Growth Fund
Invested 9,817,140 10,039,358
Funds not yet invested 623 623
----------- -------------
Total 9,817,763 10,039,981
----------- -------------
1995 Total Investments $949,753,038 $1,194,296,322
=========== =============
1994 Investment Funds
---------------------
Travelers Group 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
----------- -------------
Van Kampen American Capital Reserve Fund
Invested 11,840,613 11,840,613
Funds not yet invested 112 112
----------- -------------
Total 11,840,725 11,840,725
----------- -------------
Van Kampen American Capital Government
Securities Fund
Invested 4,899,874 4,443,863
Funds not yet invested 4 4
----------- -------------
Total 4,899,878 4,443,867
----------- -------------
Van Kampen American Capital Comstock Fund
Invested 9,693,217 7,457,863
Funds not yet invested 16 16
----------- -------------
Total 9,693,233 7,457,879
----------- -------------
12
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1994 Investment Funds Cost Value
--------------------- ---- -----
Van Kampen 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
------------ -----------
Common Sense Growth and 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
------------ -----------
Total 31,275,886 31,275,886
------------ -----------
Smith Barney Income and 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
------------ -----------
13
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1994 Investment Funds Cost Value
--------------------- ---- -----
Smith Barney Money 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
---------- -----------
Van Kampen American Capital Enterprise Fund
Invested 14,792,862 13,870,616
Funds not yet invested 729 729
---------- -----------
Total 14,793,591 13,871,345
---------- -----------
Smith Barney High Income Fund
Invested 11,080,781 9,775,793
Funds not yet invested 8,770 8,770
---------- -----------
Total 11,089,551 9,784,563
---------- -----------
Smith Barney Aggressive Growth Fund
Invested 18,458,119 22,797,316
Funds not yet invested 765 765
---------- -----------
Total 18,458,884 22,798,081
---------- -----------
Smith Barney Appreciation Fund
Invested 91,591,156 101,479,606
Funds not yet invested 803 803
---------- -----------
Total 91,591,959 101,480,409
---------- -----------
Smith Barney Diversified Strategic Fund
Invested 13,047,968 11,907,701
Funds not yet invested 3,839 3,839
---------- -----------
Total 13,051,807 11,911,540
---------- -----------
Smith Barney Global Opportunities Fund
Invested 10,971,200 10,596,627
Funds not yet invested 829 829
---------- -----------
Total 10,972,029 10,597,456
---------- -----------
Smith Barney Utility Fund
Invested 11,933,511 10,466,979
Funds not yet invested 9,820 9,820
---------- ----------
Total 11,943,331 10,476,799
---------- ----------
14
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
3. Investments (Continued)
1994 Investment Funds Cost Value
--------------------- ---- -----
Smith Barney Guaranteed Income Fund
Invested $ 138,828,645 $ 138,828,645
Funds not yet invested 56,373 56,373
----------- -----------
Total 138,885,018 138,885,018
----------- -----------
American Express Common Stock Fund
Invested 69,070,193 72,480,055
Funds not yet invested 2,373 2,373
----------- -----------
Total 69,072,566 72,482,428
----------- -----------
Deferred Profit Sharing Plan
Invested 62,948 62,948
----------- -----------
Total 62,948 62,948
----------- -----------
1994 Total investments $ 810,694,612 $ 831,118,487
=========== ===========
4. Federal Income Tax Consequences
On March 31, 1995, the Internal Revenue Service issued a determination
letter approving the continued exemption of the Plan and its underlying
trust from federal income taxes under the Code. Since the date of this
letter, the Plan has been amended as required by the determination letter.
In the opinion of the Plan administrator and the Plan's legal counsel, the
Plan and its trust are operated within the terms of the Plan and in
compliance with the applicable rules of the 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.
Also, unrealized appreciation on shares of Travelers Group Inc. Common Stock
and American Express Common Stock distributed in a qualifying lump-sum
distribution is not taxable at the time of distribution.
As noted previously, during 1995, the Shearson Plan, which operated pursuant
to a favorable determination letter providing that the Shearson Plan
qualified under Section 401(a) of the Code as exempt from federal income
tax, transferred certain assets to the Plan. As further noted in footnote 7
below, effective as of January 1, 1996, certain plans, which operated
pursuant to a favorable determination letter providing that the applicable
plan qualified under Section 401(a) of the Code as exempt from federal
income tax, merged into the Plan. In addition, effective as of January 2,
1996, the Plan transferred to a plan, which operated pursuant to a favorable
determination letter providing that the transferee plan qualified under
Section 401(a) of the Code as exempt from federal income tax, certain assets
and liabilities attributable to participants no longer employed by Travelers
or the Company. Such transfers did not give rise to taxable event on the
part of the participants or the Plan.
15
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
4. Federal Income Tax Consequences (Continued)
On January 24, 1996, the Board of Directors of Travelers declared a stock
split in the form of a 50% stock dividend payable to shareholders of
record, including the Plan. The declaration and subsequent payment of the
stock dividend did not give rise to a taxable event on the part of the
participants or the Plan.
5. Related Party Transactions
Certain Plan investments are shares of stock issued by Travelers. Travelers
is the Plan sponsor as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. These transactions are exempt
under ERISA section 408(e)(3) given that the Plan is an eligible individual
retirement account plan as defined by ERISA.
Certain Plan investments are shares of registered investment companies
(mutual funds, stock funds and investment contracts) that are valued by
Smith Barney Mutual Fund Management ("SB Mutual"), an affiliate, and,
therefore, would qualify SB Mutual as a party-in-interest.
6. Net Assets Available for Plan Benefits
Net assets available for plan benefits as of December 31, 1995 and 1994
consist of the following:
1995 1994
---- ----
Vested Benefits $ 1,195,529,373 $ 845,495,065
Non-Vested Benefits 20,264,173 9,577,823
------------- -----------
Total $1,215,793,546 $ 855,072,888
============== ===========
Non-vested benefits are comprised of employer contributions for those
participants whose initial date of employment is on or after January 1, 1992
who have not reached their five years of service and are therefore subject
to forfeiture. Forfeitures will be used by Travelers to reduce any future
employer contributions. As of December 31, 1995 and 1994, employer
contributions were reduced by approximately $1,706,000 and $398,000,
respectively.
7. Subsequent Events
Effective as of January 1, 1996, the Travelers Savings, Investment and Stock
Ownership Plan ("TESIP") was merged into the Plan pursuant to Section 12.01
of the Plan, as amended. Effective January 2, 1996, all assets and
liabilities attributable to participants employed by MetraHealth Companies,
Inc. or affiliates thereof ("MetraHealth") who were included in TESIP were
transferred to the United HealthCare Corporation 401(k) Savings Plan
pursuant to an agreement between Travelers and MetraHealth ("MetraHealth
401(k) Transfer") in connection with the acquisition of MetraHealth by
United HealthCare Corporation. The TESIP merger amounted to a
$1,004,918,387 increase in net assets available for plan benefits, net of
the $107,024,238 transferred to the United HealthCare Corporation 401(k)
Savings Plan attributable to MetraHealth participants. Following the
MetraHealth 401(k) Transfer, Travelers shall have no further obligation to
provide any benefits to MetraHealth participants under the Plan.
Also effective January 1, 1996, the Profit Sharing Plan of Copeland
Associates, Inc. was merged into the Plan pursuant to Section 12.01 of
the Plan, as amended.
16
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information
Employee, employer and rollover contributions are invested in various funds
as indicated in footnotes 2 and 3. These contributions are directed to
each fund at the discretion of the individual participant. Net assets
available for plan benefits and changes in net assets available for plan
benefits, by fund, are as follows:
<TABLE><CAPTION>
December 31, 1995
----------------------------------------------------------------------------------------------
Travelers Van Kampen Van Kampen Van Kampen Van Kampen
Group Inc. American Capital American Capital American American
Common Emerging Governmental Capital Capital
Stock Growth Loan Securities Comstock Reserve
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
Assets
------
<S> <C> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 304,814,224 85,204,531 39,611,649 5,150,591 9,525,110 11,496,598
Cash 655,686 3,639 - 1,250 1,967 2,563
Receivables:
Contribution 21,745,185 7,484 - - - -
Dividends and other 15,256 150,170 - 9,208 19,444 41
----------- ---------- ----------- --------- --------- ----------
Total receivables 21,760,441 157,654 - 9,208 19,444 41
----------- ---------- ----------- --------- --------- ----------
Total assets 327,230,351 85,365,824 39,611,649 5,161,049 9,546,521 11,499,202
----------- ---------- ----------- --------- --------- ----------
Liabilities
-----------
Payable for investment purchases 593,154 - - - - 35,918
---------- ---------- ----------- --------- --------- ----------
Net assets available for
plan benefits $326,637,197 85,365,824 39,611,649 5,161,049 9,546,521 11,463,284
=========== ========== ========== ========= ========= ==========
Investment activity:
Dividends 3,759,762 8,031,351 - 323,020 1,310,925 576,763
Interest 49,681 33,751 - 213 278 467
Appreciation (depreciation) in
fair value of investments 142,257,189 16,326,189 - 413,114 1,302,364 -
----------- ---------- ---------- --------- --------- ----------
146,066,632 24,391,291 - 736,347 2,613,567 577,230
Less: Trustee/administrative
expenses (407,288) (101,595) - (13,086) (21,074) (29,296)
---------- --------- ---------- -------- -------- ---------
Net investment income (loss) 145,659,344 24,289,696 - 723,261 2,592,493 547,934
----------- ---------- ---------- --------- --------- ----------
Contributions:
Participants 19,708,679 17,004,464 2,720,694 629,913 911,287 767,361
Employer 24,143,255 - - - - -
Rollover 1,389,270 966,192 - 30,337 63,505 25,304
----------- ---------- ---------- --------- --------- ----------
Total contributions 45,241,204 17,970,656 2,720,694 660,250 974,792 792,665
----------- ---------- ---------- --------- --------- ----------
Distributions to participants (20,987,299) (4,792,336) (1,963,555) (496,251) (816,520) (1,632,224)
Loan activity, net (632,282) (170,571) 7,578,624 (18,399) (38,130) (49,273)
Transfers from (to) other funds 12,118,427 3,269,549 - (154,653) (628,337) (37,705)
----------- ---------- ---------- -------- -------- ---------
Net increase (decrease) 181,399,394 40,566,994 8,335,763 714,208 2,084,298 (378,603)
----------- ---------- ---------- --------- --------- ---------
Net assets available for plan
benefits:
Beginning of year 145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887
Transfers from Lehman Brothers
Holdings, Inc. - - - - - -
----------- ---------- ---------- --------- --------- ----------
End of year $326,637,197 85,365,824 39,611,649 5,161,049 9,546,521 11,463,284
=========== ========== ========== ========= ========= ==========
</TABLE>
<PAGE>
<TABLE><CAPTION>
December 31, 1995
---------------------------
Common
Common Sense
Sense Growth and
Growth Income
Fund Fund
---- ----
Assets
------
<S> <C> <C>
Investments (notes 2 and 3) 3,927,164 3,233,904
Cash 1,101 946
Receivables:
Contribution - -
Dividends and other 554,505 338,874
--------- ---------
Total receivables 554,505 338,874
--------- ---------
Total assets 4,482,770 3,573,724
--------- ---------
Liabilities
-----------
Payable for investment purchases 554,504 333,838
--------- ---------
Net assets available for
plan benefits 3,928,266 3,239,886
========= =========
Investment activity:
Dividends 554,503 367,987
Interest 133 80
Appreciation (depreciation) in
fair value of investments 392,298 465,757
--------- ---------
946,934 833,824
Less: Trustee/administrative
expenses (9,694) (8,189)
-------- --------
Net investment income (loss) 937,240 825,635
--------- ---------
Contributions:
Participants 528,115 415,781
Employer - -
Rollover 22,934 20,555
--------- ---------
Total contributions 551,049 436,336
--------- ---------
Distributions to participants (279,050) (111,869)
Loan activity, net (45,850) (27,024)
Transfers from (to) other funds (69,794) (81,717)
-------- --------
Net increase (decrease) 1,093,595 1,041,361
--------- ---------
Net assets available for plan
benefits:
Beginning of year 2,834,671 2,198,525
Transfers from Lehman Brothers
Holdings, Inc. - -
--------- ---------
End of year 3,928,266 3,239,886
========= =========
</TABLE>
18
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1995
--------------------------------------------------------------------------
Common Common Smith Barney Smith Barney Smith Barney
Sense Sense Income and U.S. Government Income
Government Money Market Growth Securities Return
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
Assets
- ------
<S> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 887,600 2,732,189 98,655,385 20,923,181 5,768,707
Cash 575 1,133 810 900 883
Receivables:
Contribution - - 3,318 2,392 -
Dividends and other 4,667 10,331 380 53 43
-------- ---------- ---------- ---------- ---------
Total receivables 4,667 10,331 3,698 2,445 43
-------- ---------- ---------- ---------- ---------
Total assets 892,842 2,743,653 98,659,893 20,926,526 5,769,633
-------- ---------- ---------- ---------- ---------
Liabilities
- -----------
Payable for investment purchases 9,701 10,328 - - -
-------- ---------- ---------- ---------- ---------
Net assets available for
plan benefits $ 883,141 2,733,325 98,659,893 20,926,526 5,769,633
======== ========== ========== ========== =========
Investment activity:
Dividends 54,894 132,333 10,299,575 1,469,275 356,591
Interest 25 142 - - 105
Appreciation (depreciation) in
fair value of investments 72,961 - 16,214,153 1,682,526 197,389
-------- ---------- ---------- ---------- ---------
127,880 132,475 26,513,728 3,151,801 554,085
Less: Trustee/administrative expenses (4,262) (8,609) (132,430) (33,679) (14,655)
------- --------- --------- --------- --------
Net investment income (loss) 123,618 123,866 26,381,298 3,118,122 539,430
-------- ---------- ---------- ---------- ---------
Contributions:
Participants 112,600 (5,795) 8,296,020 1,856,609 3,231
Employer - - - - -
Rollover 6,931 - 767,807 379,786 -
-------- ---------- ---------- ---------- ---------
Total contributions 119,531 (5,795) 9,063,827 2,236,395 3,231
-------- --------- ---------- ---------- ---------
Distributions to participants (66,786) (250,314) (8,190,356) (1,631,376) (779,812)
Loan activity, net 1,293 (32,918) (408,954) (172,184) (75,131)
Transfers from (to) other funds (50,887) 62,217 (8,323,205) (1,244,463) (1,012,589)
-------- ---------- ----------- ----------- ----------
Net increase (decrease) 126,769 (102,944) 18,522,610 2,306,494 (1,324,871)
--------- --------- ------------ ------------ ----------
Net assets available for plan benefits
Beginning of year 756,372 2,836,269 80,121,843 18,620,032 7,079,533
Transfer from Lehman Brothers
Holdings, Inc. - - 15,440 - 14,971
--------- ---------- ------------ ------------ -----------
End of year $ 883,141 2,733,325 98,659,893 20,926,526 5,769,633
========= ========== ============ ============ ===========
</TABLE>
<PAGE>
December 31, 1995
-------------------------------
Van Kampen American
American Capital Express
Enterprise Common
Fund Stock Fund
---- ----------
Assets
- ------
Investments (notes 2 and 3) 27,640,186 87,464,433
Cash 797 32,060
Receivables:
Contribution 10,253 -
Dividends and other 2 83
---------- ----------
Total receivables 10,255 83
---------- ----------
Total assets 27,651,238 87,496,576
---------- ----------
Liabilities
- -----------
Payable for investment purchases - -
---------- ----------
Net assets available for
plan benefits 27,651,238 87,496,576
========== ==========
Investment activity:
Dividends 3,873,606 1,539,620
Interest 4,610 -
Appreciation (depreciation) in
fair value of investments 1,914,256 27,652,262
---------- ----------
5,792,472 29,191,882
Less: Trustee/administrative expenses (33,044) (145,003)
--------- ---------
Net investment income (loss) 5,759,428 29,046,879
---------- ----------
Contributions:
Participants 4,380,173 (1,105)
Employer - -
Rollover 536,409 -
---------- ----------
Total contributions 4,916,582 (1,105)
---------- ---------
Distributions to participants (972,538) (7,101,193)
Loan activity, net (28,325) (1,290,302)
Transfers from (to) other funds 4,061,419 (6,195,379)
---------- ----------
Net increase (decrease) 13,736,566 14,458,900
---------- -----------
Net assets available for plan benefits
Beginning of year 13,914,672 73,035,522
Transfer from Lehman Brothers
Holdings, Inc. - 2,154
---------- -----------
End of year 27,651,238 87,496,576
========== ===========
19
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1995
----------------------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney
Smith Barney Aggressive Smith Barney Global International Diversified
Money Growth Appreciation Opportunities Equity Strategic
Fund Fund Fund Fund Fund Income Fund
---- ---- ---- ---- ---- -----------
Assets
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 31,271,665 33,112,710 131,250,468 - 94,757,657 14,289,961
Cash 887 839 815 - 773 656
Receivables:
Contribution 110,928 9,189 9,314 - 11,664 (203)
Dividends and other 273 3 259 - 6 65
----------- ----------- ----------- ---------- ---------- ----------
Total receivables 111,201 9,192 9,573 - 11,670 (138)
----------- ----------- ----------- ---------- ---------- ----------
Total assets 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479
----------- ----------- ----------- ---------- ---------- ----------
Liabilities
- -----------
Payable for investment purchases - - - - - -
----------- ----------- ----------- ---------- ---------- ----------
Net assets available for
plan benefits $ 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479
=========== =========== =========== ========== ========== ==========
Investment activity:
Dividends 1,726,595 2,667,050 12,611,115 - 1,662,094 1,236,016
Interest - 3,077 6,714 (910) 1,500 2,470
Appreciation (depreciation) in
fair value of investments - 5,200,165 18,271,524 (290,203) 1,968,376 803,879
----------- ----------- ----------- --------- ---------- ----------
1,726,595 7,870,292 30,889,353 (291,113) 3,631,970 2,042,365
Less: Trustee/administrative expenses (50,469) (40,436) (171,708) (8,654) (125,183) (24,967)
---------- ---------- ---------- --------- --------- ---------
Net investment income (loss) 1,676,126 7,829,856 30,717,645 (299,767) 3,506,787 2,017,398
----------- ----------- ----------- --------- ---------- ----------
Contributions:
Participants 4,073,779 334,745 14,126,794 - 19,836,696 3,118,183
Employer - - - - - -
Rollover 625,450 116,091 760,774 - 863,665 149,922
----------- ----------- ---------- ---------- ---------- ----------
Total contributions 4,699,229 450,836 14,887,568 - 20,700,361 3,268,105
----------- ----------- ---------- ---------- ---------- ----------
Distributions to participants (5,167,140) (1,763,463) (8,151,684) (164,405) (5,848,921) (1,360,335)
Loan activity, net (155,251) (824,973) (1,697,306) (142,469) (30,920) (66,661)
Transfers from (to) other funds 477,280 4,621,116 (6,171,907) (9,990,829) 5,063,305 (1,538,957)
----------- ----------- ---------- ---------- ---------- ----------
Net increase (decrease) 1,530,244 10,313,372 29,584,316 (10,597,470) 23,390,612 2,319,550
----------- ----------- ----------- ------------ ---------- -----------
Net assets available for plan benefits
Beginning of year 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296 11,970,929
Transfer from Lehman Brothers
Holdings, Inc. 3,591 11,260 21,392 - 2,192 -
----------- ----------- ----------- ------------- ---------- -----------
End of year $ 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479
=========== =========== =========== ============= ========== ===========
</TABLE>
20
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1995
-----------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney Smith Barney
High Smith Barney Guaranteed Special Managed
Income Utility Income Equities Growth
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
Assets
------
<S> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 8,670,973 14,843,236 142,873,227 5,364,534 10,039,358
Cash 816 987 9,071 875 623
Receivables:
Contributions - 5,904 (3,925) 9,759 9,547
Dividends and other 59 32 100 2 2
------------ ----------- ------------ ---------- -----------
Total receivables 59 5,936 (3,825) 9,761 9,549
------------ ----------- ----------- ---------- -----------
Total assets 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530
------------ ----------- ------------ ---------- -----------
Liabilities
-----------
Payable for investment purchases - - - - -
------------ ----------- ------------ ---------- -----------
Net assets available for
plan benefits $ 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530
============ =========== ============ ========== ===========
Investment activity:
Dividends 995,877 970,311 - 87,561 119,699
Interest 74 23,807 10,270,443 239 668
Appreciation (depreciation) in
fair value of investments 641,628 2,845,859 - 390,239 222,257
------------ ----------- ------------ ---------- -----------
1,637,579 3,839,977 10,270,443 478,039 342,624
Less: Trustee/administrative expenses (18,758) (24,172) (779,237) (951) (1,533)
----------- ---------- ----------- --------- ----------
Net investment income (loss) 1,618,821 3,815,805 9,491,206 477,088 341,091
------------ ----------- ------------ ---------- -----------
Contributions:
Participants - 2,453,665 11,005,423 172,964 268,474
Employer - - - - -
Rollover - 159,325 1,027,900 21,241 97,545
------------ ----------- ------------ ---------- -----------
Total contributions - 2,612,990 12,033,323 194,205 366,019
------------ ----------- ------------ ---------- -----------
Distributions to participants (1,114,211) (433,507) (12,000,987) (9,455) (41,580)
Loan activity, net (256,086) (224,041) (1,246,863) 10,893 43,103
Transfer from (to) other funds (1,364,466) (1,464,025) (5,387,736) 4,702,439 9,340,897
---------- ---------- ----------- ---------- -----------
Net increase (decrease) (1,115,942) 4,307,222 2,888,943 5,375,170 10,049,530
---------- ----------- ------------ ---------- -----------
Net assets available for plan benefits
Beginning of year 9,784,581 10,526,050 139,989,530 - -
Transfers from Lehman Brothers
Holdings, Inc. 3,209 16,887 - - -
----------- ----------- ------------ ---------- -----------
End of year $ 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530
=========== =========== ============ ========== ===========
</TABLE>
<PAGE>
<TABLE><CAPTION>
December 31, 1995
----------------------------
Deferred
Profit
Sharing
Plan Total
---- -----
Assets
------
<S> <C> <C>
Investments (notes 2 and 3) 66,429 1,193,575,670
Cash - 720,652
Receivables:
Contributions - 21,930,809
Dividends and other - 1,103,858
-------- --------------
Total receivables - 23,034,667
-------- --------------
Total assets 66,429 1,217,330,989
-------- --------------
Liabilities
-----------
Payable for investment purchases - 1,537,443
-------- --------------
Net assets available for
plan benefits 66,429 1,215,793,546
======== ==============
Investment activity:
Dividends 3,481 54,730,004
Interest - 10,397,567
Appreciation (depreciation) in
fair value of investments - 238,944,182
-------- --------------
3,481 304,071,753
Less: Trustee/administrative expenses - (2,207,972)
-------- -------------
Net investment income (loss) 3,481 301,863,781
-------- --------------
Contributions:
Participants - 112,718,750
Employer - 24,143,255
Rollover - 8,030,943
-------- --------------
Total contributions - 144,892,948
-------- --------------
Distributions to participants - (86,127,167)
Loan activity, net - -
Transfer from (to) other funds - -
-------- --------------
Net increase (decrease) 3,481 360,629,562
-------- --------------
Net assets available for plan benefits
Beginning of year 62,948 855,072,888
Transfers from Lehman Brothers
Holdings, Inc. - 91,096
-------- --------------
End of year 66,429 1,215,793,546
======== ==============
</TABLE>
21
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1994
------------------------------------------------------------------------------------------------
Travelers Van Kampen Van Kampen Van Kampen Van Kampen
Group Inc. American Capital American Capital American American
Common Emerging Governmental Capital Capital
Stock Growth Loan Securities Comstock Reserve
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
Assets
------
<S> <C> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 123,836,997 44,587,338 31,275,886 4,443,863 7,457,863 11,840,613
Cash 208,569 2,262 - 4 16 112
Receivables:
Contribution 24,381,544 209,192 - 2,963 4,330 1,099
Dividends and other 16,624 38 - 11 14 63
------------ ---------- ---------- --------- --------- ----------
Total receivables 24,398,168 209,230 - 2,974 4,344 1,162
------------ ---------- ---------- --------- --------- ----------
Total assets 148,443,734 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887
------------ ---------- ---------- --------- --------- ----------
Liabilities
-----------
Payable for investment purchases 3,205,931 - - - - -
------------ ---------- ---------- --------- --------- ----------
Net assets available for
plan benefits $145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887
=========== ========== ========== ========= ========= ==========
Investment activity:
Dividends 1,972,118 1,146,639 - 306,947 1,621,623 390,130
Interest 33,136 586 - 4 17 115
Appreciation (depreciation) in
fair value of investments (22,229,082) (3,276,920) - (517,550) (2,292,877) -
----------- ---------- ---------- -------- ---------- ----------
(20,223,828) (2,129,695) - (210,599) (671,237) 390,245
Less: Trustee/administrative
expenses (468,233) (72,273) - (2,077) (3,507) (5,645)
----------- ---------- ---------- -------- ---------- ---------
Net investment income (loss) (20,692,061) (2,201,968) - (212,676) (674,744) 384,600
----------- ---------- ---------- -------- ---------- ----------
Contributions:
Participants 20,930,937 17,585,222 1,309,929 654,519 895,838 718,418
Employer 30,677,722 - - - - -
Rollover 1,979,451 1,220,013 - 38,937 79,304 136,958
------------ ----------- ---------- --------- ----------- ----------
Total contributions 53,588,110 18,805,235 1,309,929 693,456 975,142 855,376
------------ ----------- ---------- --------- ----------- ----------
Distributions to participants (7,868,752) (2,081,841) (951,276) (318,204) (465,051) (1,097,674)
Loan activity, net (601,027) (986,082) 18,342,250 (12,368) (10,074) (140,734)
Transfers from (to) other funds 19,242,757 20,115,830 - (483,677) 330,396 (182,312)
------------ ----------- ---------- --------- ----------- ---------
Net increase (decrease) 43,669,027 33,651,174 18,700,903 (333,469) 155,669 (180,744)
------------ ----------- ---------- --------- ----------- ---------
Net assets available for plan benefits
Beginning of year 101,563,394 11,146,795 12,574,983 4,780,310 7,306,554 12,022,631
Transfers from Lehman Brothers
Holdings, Inc. 5,382 861 - - - -
------------ ----------- ---------- ---------- ----------- ----------
End of year $ 145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887
============ =========== ========== ========== =========== ==========
</TABLE>
<PAGE>
<TABLE><CAPTION>
December 31, 1994
-------------------------------
Common
Common Sense
Sense Growth and
Growth Income
Fund Fund
---- ----
Assets
------
<S> <C> <C>
Investments (notes 2 and 3) 2,835,350 2,197,881
Cash 6 2
Receivables:
Contribution 377 641
Dividends and other 2 1
--------- ----------
Total receivables 379 642
--------- ----------
Total assets 2,835,735 2,198,525
--------- ----------
Liabilities
-----------
Payable for investment purchases 1,064 -
--------- ----------
Net assets available for
plan benefits 2,834,671 2,198,525
========= ==========
Investment activity:
Dividends 224,829 269,617
Interest 6 2
Appreciation (depreciation) in
fair value of investments (212,363) (292,570)
--------- ---------
12,472 (22,951)
Less: Trustee/administrative
expenses (1,310) (1,015)
--------- ---------
Net investment income (loss) 11,162 (23,966)
---------- ---------
Contributions:
Participants 404,281 319,166
Employer - -
Rollover 11,811 7,693
---------- ----------
Total contributions 416,092 326,859
---------- ----------
Distributions to participants (114,070) (64,657)
Loan activity, net (11,814) (5,141)
Transfers from (to) other funds (217,516) (95,102)
--------- ---------
Net increase (decrease) 83,854 137,993
---------- ----------
Net assets available for plan benefits
Beginning of year 2,750,817 2,060,532
Transfers from Lehman Brothers
Holdings, Inc. - -
---------- ----------
End of year 2,834,671 2,198,525
========== ==========
</TABLE>
22
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1994
-----------------------------------------------------------------------------------
Common Common Smith Barney Smith Barney Smith Barney
Sense Sense Income and U.S. Government Income
Government Money Market Growth Securities Return
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
Assets
- ------
<S> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 755,249 2,835,617 79,994,986 18,579,414 7,078,832
Cash 24 639 2,310 915 699
Receivables:
Contribution 34 10 124,460 39,685 -
Dividends and other 1,065 3 87 18 2
---------- --------- ---------- ---------- ---------
Total receivables 1,099 13 124,547 39,703 2
---------- --------- ---------- ---------- ---------
Total assets 756,372 2,836,269 80,121,843 18,620,032 7,079,533
---------- --------- ---------- ---------- ---------
Liabilities
- -----------
Payable for investment purchases - - - - -
---------- --------- ---------- ---------- ---------
Net assets available for
plan benefits $ 756,372 2,836,269 80,121,843 18,620,032 7,079,533
========== ========= ========== ========== =========
Investment activity:
Dividends 51,965 91,769 3,583,204 1,382,644 365,485
Interest 25 12 918 451 225
Appreciation (depreciation) in
fair value of investments (119,078) - (7,428,927) (1,684,038) (206,381)
--------- --------- ---------- ---------- ----------
(67,088) 91,781 (3,844,805) (300,943) 159,329
Less: Trustee/administrative expenses (368) (1,318) (147,491) (39,724) (18,557)
-------- -------- ---------- ---------- ----------
Net investment income (loss) (67,456) 90,463 (3,992,296) (340,667) 140,772
--------- --------- ---------- ---------- ----------
Contributions:
Participants 99,657 146,515 8,861,939 1,907,521 40
Employer - - - - -
Rollover 52 27 962,804 301,343 -
---------- --------- ----------- ----------- -----------
Total contributions 99,709 146,542 9,824,743 2,208,864 40
---------- --------- ----------- ----------- -----------
Distributions to participants (15,362) (179,466) (6,861,042) (1,965,798) (599,147)
Loan activity, net (7,265) (27,067) (850,047) (222,735) (166,651)
Transfers from (to) other funds (38,584) (190,714) 3,435,988 (2,948,131) (2,505,508)
--------- -------- ----------- ---------- ----------
Net increase (decrease) (28,958) (160,242) 1,557,346 (3,268,467) (3,130,494)
--------- -------- ----------- ---------- ----------
Net assets available for plan benefits
Beginning of year 785,330 2,996,511 78,563,180 21,888,499 10,210,027
Transfers from Lehman Brothers
Holdings, Inc. - - 1,317 - -
---------- --------- ----------- ----------- -----------
End of year $ 756,372 2,836,269 80,121,843 18,620,032 7,079,533
========== ========= =========== =========== ===========
</TABLE>
<PAGE>
<TABLE><CAPTION>
December 31, 1994
-------------------------------------------------
Van Kampen American American
American Capital Express Express
Enterprise Common Daily
Fund Stock Fund Dividend Fund
---- ---------- -------------
Assets
------
<S> <C> <C> <C>
Investments (notes 2 and 3) 13,870,616 72,480,055 -
Cash 729 2,373 -
Receivables:
Contribution 43,314 - -
Dividends and other 13 553,094 -
---------- ---------- ----------
Total receivables 43,327 553,094 -
---------- ---------- ----------
Total assets 13,914,672 73,035,522 -
---------- ---------- ----------
Liabilities
-----------
Payable for investment purchases - - -
---------- ---------- ----------
Net assets available for
plan benefits 13,914,672 73,035,522 -
========== ========== ==========
Investment activity:
Dividends 855,695 11,091,983 -
Interest 295 11,329 -
Appreciation (depreciation) in
fair value of investments (875,103) (3,122,174) -
-------- ---------- ----------
(19,113) 7,981,138 -
Less: Trustee/administrative expenses (27,115) (167,178) -
-------- ---------- ----------
Net investment income (loss) (46,228) 7,813,960 -
-------- ----------- ----------
Contributions:
Participants 4,069,007 - -
Employer - - -
Rollover 458,621 - -
--------- ----------- ----------
Total contributions 4,527,628 - -
--------- ----------- ----------
Distributions to participants (692,464) (6,775,234) -
Loan activity, net (221,571) (2,375,186) -
Transfers from (to) other funds 7,420,472 (13,341,000) (15,160,261)
--------- ----------- -----------
Net increase (decrease) 10,987,837 (14,677,460) (15,160,261)
---------- ----------- -----------
Net assets available for plan benefits
Beginning of year 2,926,835 86,887,004 15,160,261
Transfers from Lehman Brothers
Holdings, Inc. - 825,978 -
---------- ------------ ------------
End of year 13,914,672 73,035,522 -
========== ============ ============
</TABLE>
23
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1994
-----------------------------------------------------------------------------------
Smith Barney Smith Barney Smith Barney
Smith Barney Aggressive Smith Barney Global International
Money Growth Appreciation Opportunities Equity
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
Assets
- ------
<S> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 29,718,296 22,797,316 101,479,606 10,596,627 71,101,442
Cash 10,669 765 803 829 2,046
Receivables:
Contribution 120,929 - 174,621 - 273,743
Dividends and other 24 28 118 14 65
----------- ----------- ----------- ---------- ----------
Total receivables 120,953 28 174,739 14 273,808
----------- ----------- ----------- ---------- ----------
Total assets 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296
----------- ----------- ----------- ---------- ----------
Liabilities
- -----------
Payable for investment purchases - - - - -
----------- ----------- ----------- ---------- ----------
Net assets available for
plan benefits $ 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296
=========== =========== =========== ========== ==========
Investment activity:
Dividends 1,043,998 753,630 7,579,686 817,060 962,268
Interest 6,862 195 1,990 159 624
Appreciation (depreciation) in
fair value of investments - (1,181,449) (8,146,394) (1,085,678) (7,428,241)
----------- ---------- ---------- ---------- ----------
1,050,860 (427,624) (564,718) (268,459) (6,465,349)
Less: Trustee/administrative expenses (58,498) (53,013) (204,381) (30,541) (116,621)
---------- ---------- ---------- ---------- ----------
Net investment income (loss) 992,362 (480,637) (769,099) (299,000) (6,581,970)
----------- ---------- ---------- ---------- ----------
Contributions:
Participants 4,259,935 36 15,502,740 - 20,488,965
Employer - - - - -
Rollover 1,599,355 - 813,027 - 1,473,686
----------- ---------- ----------- ----------- -----------
Total contributions 5,859,290 36 16,315,767 - 21,962,651
----------- ---------- ----------- ----------- -----------
Distributions to participants (3,497,171) (2,010,574) (7,023,399) (1,094,588) (3,487,820)
Loan activity, net (776,198) (1,217,986) (3,766,563) (561,973) (1,432,513)
Transfers from (to) other funds 12,824,059 (10,661,662) (20,225,506) (10,041,987) 32,337,688
----------- ----------- ----------- ----------- ----------
Net increase (decrease) 15,402,342 (14,370,823) (15,468,800) (11,997,548) 42,798,036
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
Beginning of year 14,480,197 36,915,484 116,966,137 22,440,353 28,578,248
Transfers from Lehman Brothers
Holdings, Inc. (32,621) 253,448 157,811 154,665 1,012
---------- ------------ ------------ ------------ -----------
End of year $ 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296
=========== ============ ============ ============ ===========
</TABLE>
<PAGE>
<TABLE><CAPTION>
December 31, 1994
-----------------------------------------------
Smith Barney
Diversified Smith Barney Connecticut
Strategic Equity General
Income Fund Fund GIC
----------- ---- ---
Assets
------
<S> <C> <C> <C>
Investments (notes 2 and 3) 11,907,701 - -
Cash 3,839 - -
Receivables:
Contribution 59,377 - -
Dividends and other 12 - -
---------- --------- ---------
Total receivables 59,389 - -
---------- --------- ---------
Total assets 11,970,929 - -
---------- --------- ---------
Liabilities
-----------
Payable for investment purchases - - -
---------- --------- ---------
Net assets available for
plan benefits 11,970,929 - -
========== ========= =========
Investment activity:
Dividends 966,367 314,030 -
Interest 341 168 -
Appreciation (depreciation) in
fair value of investments (1,262,670) (225,600) -
---------- -------- ---------
(295,962) 88,598 -
Less: Trustee/administrative expenses (26,261) (4,560) -
--------- -------- ---------
Net investment income (loss) (322,223) 84,038 -
---------- --------- ---------
Contributions:
Participants 3,815,537 - -
Employer - - -
Rollover 423,358 - -
----------- --------- ---------
Total contributions 4,238,895 - -
----------- --------- ---------
Distributions to participants (888,735) (191,647) -
Loan activity, net (369,610) (20,854) -
Transfers from (to) other funds 844,650 (9,019,786) (16,976,542)
----------- ---------- -----------
Net increase (decrease) 3,502,977 (9,148,249) (16,976,542)
----------- ---------- ----------
Net assets available for plan benefits
Beginning of year 8,362,217 9,148,249 16,976,542
Transfers from Lehman Brothers
Holdings, Inc. 105,735 - -
----------- ----------- ------------
End of year 11,970,929 - -
=========== =========== ============
</TABLE>
24
<PAGE>
Travelers Group 401(k) Savings Plan
Notes to Financial Statements
8. Investment Allocation With Fund Information (Continued)
<TABLE><CAPTION>
December 31, 1994
-------------------------------------------------------------------------------------------
Smith Barney Smith Barney Deferred Salomon
High Smith Barney Guaranteed Profit Brothers
Income Utilities Income Sharing Capital
Fund Fund Fund Plan Fund Total
---- ---- ---- ---- ---- -----
Assets
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (notes 2 and 3) $ 9,775,793 10,466,979 138,828,645 62,948 - 830,805,913
Cash 8,770 9,820 56,373 - - 312,574
Receivables:
Contribution - 49,234 184,995 - - 25,670,548
Dividends and other 18 17 919,517 - - 1,490,848
---------- ---------- ----------- ------- -------- -----------
Total receivables 18 49,251 1,104,512 - - 27,161,396
---------- ---------- ----------- ------- -------- -----------
Total assets 9,784,581 10,526,050 139,989,530 62,948 - 858,279,883
---------- ---------- ----------- ------- -------- -----------
Liabilities
- -----------
Payable for investment purchases - - - - - 3,206,995
---------- ---------- ----------- ------- -------- -----------
Net assets available for
plan benefits $ 9,784,581 10,526,050 139,989,530 62,948 - 855,072,888
========== ========== =========== ======= ======== ===========
Investment activity:
Dividends 1,173,657 756,519 - - - 37,721,863
Interest 103 248 11,919,415 2,293 - 11,979,519
Appreciation (depreciation) in
fair value of investments (1,666,833) (2,041,936) - - - (65,295,864)
---------- ---------- ----------- ------- -------- -----------
(493,073) (1,285,169) 11,919,415 2,293 - (15,594,482)
Less: Trustee/administrative expenses (26,132) (27,908) (659,791) - - (2,163,517)
---------- ---------- ---------- ------- -------- -----------
Net investment income (loss) (519,205) (1,313,077) 11,259,624 2,293 - (17,757,999)
---------- ---------- ----------- ------- -------- -----------
Contributions:
Participants - 2,803,528 11,202,470 - - 115,976,200
Employer - - - - - 30,677,722
Rollover - 209,812 1,097,220 - - 10,813,472
----------- ----------- ----------- ------- ------- ------------
Total contributions - 3,013,340 12,299,690 - - 157,467,394
----------- ----------- ----------- ------- ------- ------------
Distributions to participants (1,162,276) (1,201,735) (10,029,884) (20,000) - (60,657,867)
Loan activity, net (590,957) (471,942) (3,495,892) - - -
Transfers from (to) other funds (3,799,377) (4,133,142) 16,538,772 - (3,069,805) -
---------- ---------- ----------- ------- ---------- ------------
Net increase (decrease) (6,071,815) (4,106,556) 26,572,310 (17,707) (3,069,805) 79,051,528
---------- ---------- ----------- ------- ---------- ------------
Net assets available for plan benefits
Beginning of year 15,665,918 14,409,854 111,745,624 80,655 3,069,805 772,462,946
Transfers from Lehman Brothers
Holdings, Inc. 190,478 222,752 1,671,596 - - 3,558,414
----------- ----------- ----------- -------- ---------- ------------
End of year $ 9,784,581 10,526,050 139,989,530 62,948 - 855,072,888
=========== =========== =========== ======== ========== ============
</TABLE>
25
<PAGE>
Travelers Group 401(k) Savings Plan
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE><CAPTION>
Number
Investment Descriptions of Shares Cost Value1
- ----------------------- --------- ---- ------
<S> <C> <C> <C>
Short Term Funds:
Liquid Reserve Fund 720,652 $ 720,652 $ 720,652
Deferred Profit Sharing Plan 66,429 66,429 66,429
------------ -----------
787,081 787,081
------------ -----------
Stock Funds:
Travelers Group Inc. Common Stock Fund*2 4,867,293 151,907,915 304,814,224
American Express Common Stock Fund 2,113,944 59,124,871 87,464,433
------------ -----------
211,032,786 392,278,657
----------- -----------
Mutual Funds:
Van Kampen American Capital Reserve Fund 11,496,598 11,496,598 11,496,598
Van Kampen American Capital Government
Securities Fund 488,208 5,140,310 5,150,591
Van Kampen American Capital Comstock Fund 655,097 10,272,639 9,525,110
Van Kampen American Capital Emerging
Growth Fund 2,794,507 72,433,796 85,204,531
Common Sense Money Market Fund 2,732,191 2,732,191 2,732,189
Common Sense Government Fund 81,731 910,107 887,600
Common Sense Growth & Income Fund 197,430 3,069,018 3,233,904
Common Sense Growth Fund 251,097 3,782,938 3,927,164
Smith Barney Income & Growth Fund* 6,752,593 85,293,431 98,655,385
Smith Barney U.S. Government Securities Fund* 1,538,469 20,582,957 20,923,181
Smith Barney Income Return Fund* 600,282 5,706,488 5,768,707
Smith Barney Money Fund/Government Fund* 31,271,665 31,271,665 31,271,665
Smith Barney International Equity Fund* 5,570,703 93,116,193 94,757,657
Van Kampen American Capital Enterprise Fund 2,114,781 26,717,625 27,640,186
Smith Barney High Income Fund* 775,579 9,123,829 8,670,973
Smith Barney Aggressive Growth Fund* 1,038,993 24,577,162 33,112,710
Smith Barney Appreciation Fund* 11,020,190 106,488,345 131,250,468
Smith Barney Diversified Fund* 1,797,479 14,507,017 14,289,961
Smith Barney Utility Fund* 941,830 13,433,904 14,843,236
Smith Barney Special Equity Fund* 176,117 4,974,942 5,364,534
Smith Barney Managed Growth Fund* 834,527 9,817,140 10,039,358
----------- ------------
555,448,295 618,745,708
----------- ------------
</TABLE>
(Continued)
26
<PAGE>
Travelers Group 401(k) Savings Plan
Schedule to Form 5500: Item 27(a)
Schedule of Assets Held for Investment Purposes (Continued)
December 31, 1995
<TABLE><CAPTION>
Number
Investment Descriptions (continued) of Shares Cost Value1
- ----------------------------------- --------- ---- ------
<S> <C> <C> <C>
Guaranteed Investment Contracts ("GIC")3:
Aetna Life Insurance GIC #14355 4,701,145 $ 4,701,145 $ 4,701,145
Connecticut General Life Insurance
GIC #25112 18,588,183 18,588,183 18,588,183
John Hancock Contract GIC #7129 8,308,764 8,308,764 8,308,764
Metropolitan Life Insurance-Annuity Term
Life GIC #13560 7,387,412 7,387,412 7,387,412
Metropolitan Life GIC #13560 9,386,392 9,386,392 9,386,392
Principal Financial Corporate
Contract #4-09271-01 8,638,210 8,638,210 8,638,210
Principal Financial Corporate
Contract #49271-2 2,686,734 2,686,734 2,686,734
Prudential Insurance Company GIC #7658-211 6,295,860 6,295,860 6,295,860
Prudential Insurance Company GIC #7658-212 9,210,979 9,210,979 9,210,979
Travelers Life Insurance Company
Contract #GR16409A* 2,721,393 2,721,393 2,721,393
Travelers Life Insurance Company
Contract #GR-16384* 51,444,445 51,444,445 51,444,445
Travelers Life Insurance Company
Contract #GR-16409* 13,503,710 13,503,710 13,503,710
------------ -------------
142,873,227 142,873,227
------------ -------------
Loans:
Loan Fund 39,611,649 39,611,649
------------ -------------
Total Investments $ 949,753,038 $1,194,296,322
============ =============
</TABLE>
- --------------------
* Parties-in-interest exempt under the ERISA regulation. See footnote 5 of
notes to financial statements.
1 See footnote 2(b) of notes to financial statements for a discussion of
investment valuation.
2 On January 24, 1996, The Board of Directors of Travelers declared a 3-for-2
stock split in the form of 50% stock dividend, payable on May 24, 1996 to
shareholders of record on May 6, 1996.
3 The rates of the guaranteed investment contracts range from 6.15% to
9.60%. The blended rate of return earned for 1995 was 7.75% prior to fund
expenses.
27
<PAGE>
Travelers Group 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 The Year Ended December 31, 1995
There were no assets held for investment purposes which were both acquired and
disposed within the Plan year.
28
<PAGE>
Travelers Group 401(k) Savings Plan
Schedule to Form 5500: Item 27(d)
Schedule of Reportable Transactions
For The Year Ended December 31, 1995
The following series of transactions exceeded 5% of the Plan's net assets
available for plan benefits of $855,072,888 at the beginning of the year ended
December 31, 1995.
<TABLE><CAPTION>
No. of Purchase Selling Expense Cost Net
Description Transactions price price with trade of asset Gain(loss)
- ----------- ------------ ----- ----- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Travelers Group Inc. Common Stock Fund 262 $ 66,561,534 - 44,807 66,606,341 -
Travelers Group Inc. Common Stock Fund 215 - 17,430,212 19,453 11,408,961 6,001,798
</TABLE>
29
