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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
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Atria Communities, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
049905102
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
September 22, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
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CUSIP No. 049905102 Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-15680992
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 702,165
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH 10 SHARED DISPOSITIVE POWER 702,165
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 702,165
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
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Item 1. Security and Issuer.
This Amendment No. 1 to the statement on Schedule 13D, dated
May 7, 1998 (the "Schedule 13D"), of Travelers Group Inc. ("TRV") is being filed
with respect to the Common Stock, $.10 par value (the "Common Stock"), of Atria
Communities, Inc., a Delaware corporation (the "Issuer").
Item 5. Interest in Securities of the Issuer.
(a) and (b) This item as set forth in the Schedule 13D is
deleted and the following is inserted in its place:
"As of September 22, 1998, TRV may be deemed to beneficially
own, through its subsidiaries, 702,165 shares of Common Stock, which includes
702,165 shares of Common Stock issuable upon conversion of 14,650,000 5%
Convertible Subordinated Notes due 2002 (the "Convertible Notes"). 702,165
shares of Common Stock represents 2.9% of the outstanding shares of Common Stock
(based on 24,088,777 shares of Common Stock outstanding, which is the sum of the
23,386,612 shares of Common Stock outstanding as of August 10, 1998, as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, and the 702,165 shares that would be issued upon conversion of the
Convertible Notes). As TRV no longer owns 5% or more of the Common Stock, this
Schedule 13D is hereby terminated."
Page 3 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 24, 1998
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
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Name: Stephanie B. Mudick
Title: Assistant Secretary
Page 4 of 4 Pages
