TRAVELERS LIFE & ANNUITY CO
10-K405, 1997-03-26
Previous: FLORSHEIM SHOE CO /DE/, 10-K, 1997-03-26
Next: WELLS REAL ESTATE FUND VIII LP, 10-K, 1997-03-26



<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K

X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934

                   For the fiscal year ended December 31, 1996
                                       OR
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

For the transition period from .....................to.......................


                         Commission file number 33-58677


                     THE TRAVELERS LIFE AND ANNUITY COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                        Connecticut                                                           06-0904249
<S>                                                                                <C>
(State or other jurisdiction of incorporation or organization)                     (I.R.S. Employer Identification No.)

         One Tower Square, Hartford, Connecticut                                                06183
           (Address of principal executive offices)                                           (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (860) 277-0111

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                     Yes   X             No
                                         -----              -----
       
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

As of the date hereof there were outstanding 30,000 shares of common stock, par
value $100, of the registrant, all of which were owned by The Travelers
Insurance Company, an indirect wholly owned subsidiary of Travelers Group Inc.

                            REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and is therefore filing this Form with the reduced disclosure
format.

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>   2
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996

                                Table of Contents


<TABLE>
<CAPTION>
Form 10-K
Item Number                         PART I                                     Page
- -----------                         ------                                     ----
<S>      <C>                                                                    <C>
1.       Business...............................................................1

2.       Properties.............................................................3

3.       Legal Proceedings......................................................3

4.       Submission of Matters to a Vote of Security Holders....................3

                                     PART II

5.       Market for Registrant's Common Equity and Related
         Stockholder Matters....................................................3

6.       Selected Financial Data................................................3

7.       Management's Discussion and Analysis of Financial
         Condition and Results of Operations....................................4

8.       Financial Statements and Supplementary Data............................7

9.       Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure...................................................31

                                    PART III

10.      Directors and Executive Officers of the Registrant.....................31

11.      Executive Compensation.................................................31

12.      Security Ownership of Certain Beneficial Owners and Management ....... 31

13.      Certain Relationships and Related Transactions.........................31

                                     PART IV

14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K ..... 32
</TABLE>
<PAGE>   3
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996

                                     PART I

Item 1.  Business.
                                     GENERAL

The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), which is an indirect wholly
owned subsidiary of Travelers Group Inc. (Travelers Group), a financial services
holding company engaged, through its subsidiaries, principally in four business
segments: (i) Investment Services; (ii) Consumer Finance Services; (iii)
Property & Casualty Insurance Services; and (iv) Life Insurance Services through
(TIC and its subsidiaries). The periodic reports of Travelers Group provide
additional business and financial information concerning that company and its
consolidated subsidiaries. The Company is a stock insurance company chartered in
1973 in the State of Connecticut and has been continuously engaged in the
insurance business since that time. The Company is licensed to conduct life and
annuity insurance business in a majority of the states of the United States, and
intends to seek licensure in the remaining states, except New York.

The Company offers fixed and variable deferred annuities and individual life
insurance to individuals and small businesses. It also provides single premium
group annuity close-out contracts and individual structured settlement
annuities.

The Company commenced writing individual life and deferred annuity business in
1995. These products are marketed primarily through the Financial Consultants of
Smith Barney Inc., an affiliate of the Company, and a core group of
approximately 500 independent agencies. The majority of the annuity business and
a substantial portion of the individual life business written by the Company is
accounted for as investment contracts, with the result that the amounts
collected from contractholders are not included in revenues.

The single premium group annuity contracts are typically purchased by
employer-sponsored pension plans upon termination of the plan, asset reversion
or other significant plan changes. As a result, sales activity can vary
significantly from period to period.

The individual structured settlement contracts are purchased by an affiliate,
Travelers Property Casualty Corp. (TAP), formerly Travelers/Aetna Property
Casualty Corp., in connection with the settlement of certain of their
policyholder obligations. All structured settlement contracts are issued through
a separate account of the Company. Accordingly, the Company's other revenues
include structured settlement policyholder revenues net of the related benefits
and expenses.

Insurance Regulations

The National Association of Insurance Commissioners (the NAIC) risk-based
capital (RBC) requirements are used as early warning tools by the NAIC and
states to identify companies that merit further regulatory action. For this
purpose, an insurer's surplus is measured in relation to its specific asset and
liability profiles. A company's risk-based capital is calculated by applying
factors to various asset, premium and reserve items, where the factor is higher
for those items with greater underlying risk and lower for less risky items.

                                       1
<PAGE>   4
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996

The formula for life insurers calculates baseline life risk-based capital (LRBC)
as a mathematical combination of amounts for the following four categories of
risk: asset risk (i.e., the risk of asset default), insurance risk (i.e., the
risk of adverse mortality and morbidity experience), interest rate risk (i.e.,
the risk of loss due to changes in interest rates) and business risk (i.e.,
normal business and management risk). Fifty percent of the baseline LRBC
calculation is defined as Authorized Control Level RBC. The insurer's ratio of
adjusted capital to Authorized Control Level RBC (the RBC ratio) can then be
calculated from data contained in the annual statement. Adjusted capital is
defined as the sum of statutory capital, statutory surplus, asset valuation
reserve and one-half of the policyholder dividend liability.

Within certain ratio ranges, regulators have increasing authority to take action
as the RBC ratio decreases. There are four levels of regulatory action. The
first of these levels is the "company action level." The RBC ratio for this
level is less than 200% but greater than 150%. Insurers within this level must
submit a comprehensive plan (an RBC plan) to the commissioner. The next level is
the "regulatory action level." The RBC ratio for this level is less than 150%
but greater than 100%. An insurer within this level must submit an RBC plan, is
subject to an examination of assets, liabilities and operations by the
commissioner, and is subject to provisions of any corrective order subsequently
issued by the commissioner. The third level is the "authorized control level."
The RBC ratio for this level is less than 100% but greater than 70%. At this
level, the commissioner takes action as described under "regulatory action
level" and may cause the insurer to be placed under regulatory control if such
action is deemed to be in the best interests of policyholders. The fourth level
is the "mandatory control level." The RBC ratio for this level is less than 70%,
and the commissioner takes actions necessary to place the insurer under
regulatory control.

At December 31, 1996, the Company had adjusted capital in excess of amounts
requiring any Company or regulatory action at any of the four levels.

The Company is domiciled in the State of Connecticut. Connecticut law requires
notice to and prior approval by the Connecticut Insurance Department for the
declaration or payment of any dividend, which together with other distributions
made within the preceding twelve months, exceeds the greater of (i) 10% of the
insurer's surplus or (ii) the insurer's net gain from operations for the
twelve-month period ending on the preceding December 31st, in each case
determined in accordance with statutory accounting practices. Such declaration
or payment is further limited by adjusted unassigned funds (surplus), as
determined in accordance with statutory accounting practices. Dividend payments
from the Company to its parent are limited to $14.8 million in 1997 without
prior approval of the Connecticut Insurance Department.

                                       2
<PAGE>   5
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996

Item 2.  Properties.

The Company's executive offices are located in Hartford, Connecticut. TIC owns
buildings containing approximately 1.5 million square feet of office space
located in Hartford, Connecticut serving as the home office for the Company, TIC
and TAP.

Management believes that these facilities are suitable and adequate for the
Company's current needs. The Company reimburses TIC for use of this space on a
cost allocation method based generally on estimated usage by department.

The foregoing discussion does not include information on investment properties.

Item 3.  Legal Proceedings.

The Company is a defendant or co-defendant in various litigation matters in the
normal course of business. Although there can be no assurances, as of December
31, 1996, the Company believes, based on information currently available, that
the ultimate resolution of these legal proceedings would not be likely to have a
material adverse effect on its results of operations, financial condition or
liquidity.

Item 4.  Submission of Matters to a Vote of Security Holders.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

The Company has 100,000 authorized shares of common stock, of which 30,000 are
issued and outstanding as of December 31, 1996. All shares are held by TIC, and
there exists no established public trading market for the common equity of the
Company. The Company paid a dividend of $16 million to TIC in 1996, no dividend
was paid in 1995. See Note 5 of Notes to Financial Statements for dividend
restrictions.

Item 6.  Selected Financial Data.

Omitted pursuant to General Instruction I(2)(a) of Form 10-K.

                                       3
<PAGE>   6
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction I(2)(a) of Form 10-K.

                              RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
For the year ended December 31,            1996          1995
- -------------------------------            ----          ----
(in millions)
<S>                                       <C>           <C>    
Revenues (1)                              $ 105.0       $ 102.0
                                          =======       =======

Net income (2)                            $  25.8       $  28.9
                                          =======       =======
</TABLE>

(1)    Revenues include pre-tax realized gains (losses) of ($9.6) million and
       $18.7 million in 1996 and 1995, respectively.

(2)    Net income includes after-tax realized gains (losses) of ($6.2) million
       and $12.2 million in 1996 and 1995, respectively.

The Company offers fixed and variable deferred annuities and individual life
insurance to individuals and small businesses. It also provides single premium
group annuity close-out contracts and individual structured settlement
annuities.

The Company commenced writing individual life and deferred annuity business in
the fourth quarter of 1995. These products are marketed primarily through the
Financial Consultants of Smith Barney Inc., an affiliate of the Company and a
core group of approximately 500 independent agencies. The majority of the
annuity business and a substantial portion of the individual life business
written by the Company is accounted for as investment contracts, with the result
that the amounts collected from contractholders are not included in revenues.

The individual structured settlement contracts are purchased by TAP, in
connection with the settlement of certain of their policyholder obligations. All
structured settlement contracts are issued through a separate account of the
Company. Accordingly, the Company's other revenues include structured settlement
policyholder revenues net of the related benefits and expenses.

RESULTS OF OPERATIONS:

Net income for 1996 was $25.8 million, compared to $28.9 million for 1995.
Excluding net realized investment gains and losses, operating earnings increased
from $16.7 million in 1995 to $32.0 million in 1996. This increase was primarily
driven by an increase in investment income reflective of the timing of limited
partnership activity, partially offset by increased expenses related to
increased volume of sales.

                                       4
<PAGE>   7
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996

<TABLE>
<CAPTION>
PREMIUMS AND DEPOSITS:                                            1996            1995
                                                                 -----           -----
(in thousands)
<S>                                                           <C>              <C>    
       Deferred annuities                                     $302,001         $28,512
       Structured settlements                                   36,907          36,609
       Universal life                                           28,504           2,304
       Traditional life                                          7,248           2,207
       Single premium group close-out                            2,109             445
                                                              --------         -------
                                                              $376,769         $70,077
                                                              ========         =======
</TABLE>


The increase in deferred annuity deposits is attributable to sales of
Vintage(R), the variable annuity product distributed exclusively by Financial
Consultants of Smith Barney Inc., an affiliate of the Company. The growth in
universal life reflects the selling initiative begun in the fourth quarter of
1995.

Policyholder benefit reserves, contractholder funds and separate account
reserves totaled $1.842 billion at December 31, 1996, up from $1.540 billion at
December 31, 1995, primarily as a result of growth in the individual life and
deferred annuity business which commenced in 1995.

OUTLOOK

The Company should benefit from growth in the aging population who are becoming
more focused on the need to accumulate adequate savings for retirement, to
protect these savings and to plan for the transfer of wealth to the next
generation. The Company is well-positioned to take advantage of the favorable
long-term demographic trends through its strong financial position, widespread
brand name recognition and competitive life and annuity products sold through
established distribution channels.

However, competition in both product pricing and customer service is
intensifying. While there has been some consolidation within the industry, other
financial services organizations are increasingly involved in the sale and/or
distribution of insurance products. Deregulation of the banking industry,
including reform of restrictions on entry into the insurance business, will
likely accelerate this trend. Also, the annuities business is interest
sensitive, and swings in interest rates could influence sales and retention of
in-force policies. In order to strengthen its competitive position, the Company
expects to maintain a current product portfolio, further diversify its
distribution channels, and retain its healthy financial position through strong
sales growth and maintenance of an efficient cost structure.

                                       5
<PAGE>   8
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                  For the Fiscal Year Ended December 31, 1996


FUTURE APPLICATION OF ACCOUNTING STANDARDS

In June 1996, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 125 (FAS 125), "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities". FAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. These standards are based
on consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been surrendered
and derecognizes liabilities when extinguished. FAS 125 provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The requirements of FAS 125 are effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and are to be applied
prospectively. However, in December 1996 the FASB issued FAS 127, "Deferral of
the Effective Date of Certain Provisions of FASB Statement No. 125," which
delays until January 1, 1998 the effective date for certain provisions. The
adoption of the provisions of this statement effective January 1, 1997 will not
have a material impact on results of operations, financial condition or
liquidity and the Company is currently evaluating the impact of the provisions
whose effective date has been delayed until January 1, 1998.

                                       6
<PAGE>   9
                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996


Item 8. Financial Statements and Supplementary Data

                         Index to Financial Statements


<TABLE>
<CAPTION>
                                                                    Page
<S>                                                              <C>
Independent Auditors' Report                                         8

Financial Statements:

  Statements of Income and Retained Earnings for the
    years ended December 31, 1996, 1995 and 1994                     9

  Balance Sheets - December 31, 1996 and 1995                       10

  Statements of Cash Flows for the
    years ended December 31, 1996, 1995 and 1994                    11

  Notes to Financial Statements                                  12-30
</TABLE>

                                       7
<PAGE>   10
                          Independent Auditors' Report



The Board of Directors and Shareholder
The Travelers Life and Annuity Company:


We have audited the accompanying balance sheets of The Travelers Life and
Annuity Company as of December 31, 1996 and 1995, and the related statements of
income and retained earnings and cash flows for each of the years in the
three-year period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Life and Annuity
Company as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.




                                            /s/ KPMG Peat Marwick LLP
Hartford, Connecticut
January 17, 1997

                                       8
<PAGE>   11
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                   STATEMENTS OF INCOME AND RETAINED EARNINGS


<TABLE>
<CAPTION>
(for the year ended December 31, in thousands)                           1996          1995           1994
- ----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>            <C>     
REVENUES
Premiums                                                             $  9,357      $  2,652       $  3,498
Net investment income                                                  89,040        63,209         66,093
Realized investment gains (losses)                                     (9,613)       18,713         (2,074)
Other                                                                  16,223        17,466         18,702
- ----------------------------------------------------------------------------------------------------------
         Total revenues                                               105,007       102,040         86,219
- ----------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Current and future insurance benefits                                  56,448        52,390         55,596
Amortization of deferred acquisition costs
  and value of insurance in force                                       3,286         1,563              -
Other operating expenses                                                5,691         4,651          2,758
- ----------------------------------------------------------------------------------------------------------
         Total benefits and expenses                                   65,425        58,604         58,354
- ----------------------------------------------------------------------------------------------------------

Income before federal income taxes                                     39,582        43,436         27,865
- ----------------------------------------------------------------------------------------------------------

Federal income taxes:
  Current                                                              29,456         2,555          4,742
  Deferred expense (benefit)                                          (15,665)       11,964          4,798
- ----------------------------------------------------------------------------------------------------------
         Total federal income taxes                                    13,791        14,519          9,540
- ----------------------------------------------------------------------------------------------------------
Net income                                                             25,791        28,917         18,325
Retained earnings beginning of year                                   157,907       128,990        110,665
Dividends to parent                                                    16,000             -              -
- ----------------------------------------------------------------------------------------------------------
Retained earnings end of year                                        $167,698      $157,907       $128,990
- ----------------------------------------------------------------------------------------------------------
</TABLE>

                       See notes to financial statements.

                                       9
<PAGE>   12
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
(at December 31, in thousands)                                                              1996             1995  
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>       
ASSETS
Fixed maturities, available for sale at fair value
  (cost,  $672,173; $678,293)                                                         $  694,535       $  724,639
Equity securities, at fair value (cost, $6,654; $9,453)                                    9,554           13,099
Mortgage loans                                                                            90,542          125,813
Real estate held for sale, net of accumulated depreciation of $0; $524                    10,111            8,995
Policy loans                                                                               1,750                -
Short-term securities                                                                     70,755           51,381
Other investments                                                                         69,754           65,805
- -----------------------------------------------------------------------------------------------------------------
         Total investments                                                               947,001          989,732
- -----------------------------------------------------------------------------------------------------------------
Separate accounts                                                                      1,187,812          886,688
Deferred acquisition costs and value of insurance in force                                40,027           22,560
Deferred federal income taxes                                                             57,616           41,158
Other assets                                                                              21,827           24,501
- -----------------------------------------------------------------------------------------------------------------
         Total assets                                                                 $2,254,283       $1,964,639
- -----------------------------------------------------------------------------------------------------------------

LIABILITIES
Future policy benefits                                                                $  654,534       $  671,027
Contractholder funds                                                                      86,097           11,947
Separate accounts                                                                      1,124,605          856,867
Other liabilities                                                                         17,179           61,247
- -----------------------------------------------------------------------------------------------------------------
         Total liabilities                                                             1,882,415        1,601,088
- -----------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000
  shares authorized, 30,000 issued and outstanding                                         3,000            3,000
Additional paid-in capital                                                               167,314          167,314
Retained earnings                                                                        167,698          157,907
Unrealized investment gains, net of taxes                                                 33,856           35,330
- -----------------------------------------------------------------------------------------------------------------
         Total shareholder's equity                                                      371,868          363,551
- -----------------------------------------------------------------------------------------------------------------

         Total liabilities and shareholder's equity                                   $2,254,283       $1,964,639
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

                       See notes to financial statements.

                                       10
<PAGE>   13
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash


<TABLE>
<CAPTION>
(for the year ended December 31, in thousands)                            1996           1995            1994
- -------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>             <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
  Premiums collected                                                 $   6,472      $   1,950       $   3,498
  Net investment income received                                        71,083         66,219          57,240
  Benefits and claims paid                                             (70,331)       (71,710)        (72,298)
  Interest credited to contractholders                                    (813)             -               -
  Operating expenses paid                                               (5,482)        (3,013)         (4,400)
  Income taxes refunded (paid)                                         (23,931)       (35,305)          1,030
  Other                                                                 (6,857)        (6,772)         22,507
- -------------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) operating activities              (29,859)       (48,631)          7,577
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of investments
    Fixed maturities                                                    20,301         11,752          29,043
    Mortgage loans                                                      37,789         24,137          60,260
  Proceeds from sales of investments
    Fixed maturities                                                   978,970        459,971          41,671
    Equity securities                                                   12,818         11,823           9,373
    Mortgage loans                                                      22,437          7,013          23,327
    Real estate held for sale                                                -              -          34,181
  Purchases of investments
    Fixed maturities                                                  (994,443)      (515,098)       (204,412)
    Equity securities                                                   (5,412)          (156)           (375)
    Mortgage loans                                                     (21,450)        (4,890)         (5,607)
    Policy loans                                                        (1,750)             -               -
  Short-term securities, (purchases) sales, net                        (19,688)        (5,051)         (1,146)
  Other investments, (purchases) sales, net                             (6,160)         9,274             682
  Securities transactions in course of settlement                      (51,703)        45,727           5,722
- -------------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) investing activities              (28,291)        44,502          (7,281)
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Contractholder fund deposits                                          96,490          5,707               -
  Contractholder fund withdrawals                                      (22,340)        (1,874)              -
  Dividends to parent company                                          (16,000)             -               -
- -------------------------------------------------------------------------------------------------------------
      Net cash provided by financing activities                         58,150          3,833               -
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                      $       -      $    (296)      $     296
- -------------------------------------------------------------------------------------------------------------
Cash at December 31                                                  $       -      $       -       $     296
- -------------------------------------------------------------------------------------------------------------
</TABLE>

                       See notes to financial statements.

                                       11
<PAGE>   14
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                          NOTES TO FINANCIAL STATEMENTS



1.     NATURE OF OPERATIONS

       The Travelers Life and Annuity Company (the Company) is a wholly owned
       subsidiary of The Travelers Insurance Company (TIC), which is a wholly
       owned subsidiary of The Travelers Insurance Group Inc. (TIGI), which is
       an indirect wholly owned subsidiary of Travelers Group Inc. (Travelers
       Group), a financial services holding company engaged, through its
       subsidiaries, principally in four business segments: (i) Investment
       Services; (ii) Consumer Finance Services; (iii) Property & Casualty
       Insurance Services; and (iv) Life Insurance Services (through TIC and its
       subsidiaries). The periodic reports of Travelers Group provide additional
       business and financial information concerning that company and its
       consolidated subsidiaries.

       The Company offers fixed and variable deferred annuities and individual
       life insurance to individuals and small businesses. It also provides
       single premium group annuity close-out contracts and individual
       structured settlement annuities.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Significant accounting policies used in the preparation of the
       accompanying financial statements follow.

       Basis of presentation

       The financial statements and accompanying footnotes of the Company are
       prepared in conformity with generally accepted accounting principles. The
       preparation of financial statements in conformity with generally accepted
       accounting principles requires management 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 benefits
       and expenses during the reporting period. Actual results could differ
       from those estimates.

       Certain prior year amounts have been reclassified to conform with the
       1996 presentation.

       Investments

       Fixed maturities include bonds, notes and redeemable preferred stocks.
       Fixed maturities are valued based upon quoted market prices, or if quoted
       market prices are not available, discounted expected cash flows using
       market rates commensurate with the credit quality and maturity of the
       investment. Fixed maturities are classified as "available for sale" and
       are reported at fair value, with unrealized investment gains and losses,
       net of income taxes, charged or credited directly to shareholder's
       equity.

       Equity securities, which include common and nonredeemable preferred
       stocks, are classified as "available for sale" and are carried at fair
       value based primarily on quoted market prices. Changes in fair values of
       equity securities are charged or credited directly to shareholder's
       equity, net of income taxes.

                                       12
<PAGE>   15
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       Mortgage loans are carried at amortized cost. A mortgage loan is
       considered impaired when it is probable that the Company will be unable
       to collect principal and interest amounts due. For mortgage loans that
       are determined to be impaired, a reserve is established for the
       difference between the amortized cost and fair market value of the
       underlying collateral. In estimating fair value, the Company uses
       interest rates reflecting the higher returns required in the current real
       estate financing market. Impaired loans were insignificant at December
       31, 1996 and 1995.

       Real estate held for sale is carried at the lower of cost or fair value
       less estimated costs to sell. Fair value of foreclosed properties is
       established at the time of foreclosure by internal analysis or external
       appraisers, using discounted cash flow analyses and other acceptable
       techniques. Thereafter, an allowance for losses on real estate held for
       sale is established if the carrying value of the property exceeds its
       current fair value less estimated costs to sell. There was no such
       allowance at December 31, 1996 and 1995.

       Short-term securities, consisting primarily of money market instruments
       and other debt issues purchased with a maturity of less than one year,
       are carried at amortized cost which approximates market.

       Accrual of income, included in other assets, is suspended on fixed
       maturities or mortgage loans that are in default, or on which it is
       likely that future payments will not be made as scheduled. Interest
       income on investments in default is recognized only as payment is
       received.

       Investment Gains and Losses

       Realized investment gains and losses are included as a component of
       pre-tax revenues based upon specific identification of the investments
       sold on the trade date. Also included are gains and losses arising from
       the remeasurement of the local currency value of foreign investments to
       U.S. dollars, the functional currency of the Company.

       Policy Loans

       Policy loans are carried at the amount of the unpaid balances that are
       not in excess of the net cash surrender values of the related insurance
       policies. The carrying value of policy loans, which have no defined
       maturities, is considered to be fair value.

       Separate Accounts

       Separate account liabilities primarily represent structured settlement
       annuity obligations, which provide guaranteed levels of return or
       benefits to contractholders. The separate account assets supporting these
       obligations, which are legally segregated and are not subject to claims
       that arise out of any other business of the Company, are primarily
       carried at fair value. Earnings on structured settlement contracts,
       generally net investment income less policyholder benefits and operating
       expenses, are included in other revenues.

                                       13
<PAGE>   16
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       In addition, the Company has other separate accounts, representing funds
       for which investment income and investment gains and losses accrue
       directly to, and investment risk is borne by, the contractholders. Each
       of these accounts have specific investment objectives. The assets and
       liabilities of these accounts are carried at fair value, and amounts
       assessed to the contractholders for management services are included in
       revenues. Deposits, net investment income and realized investment gains
       and losses for these accounts are excluded from revenues, and related
       liability increases are excluded from benefits and expenses.

       Deferred Acquisition Costs and Value of Insurance In Force

       Costs of acquiring individual life insurance and annuity business,
       principally commissions and certain expenses related to policy issuance,
       underwriting and marketing, all of which vary with and are primarily
       related to the production of new business, are deferred. Acquisition
       costs relating to traditional life insurance are amortized in relation 
       to anticipated premiums; universal life in relation to estimated
       gross profits; and annuity contracts employing a level yield method. A
       10- to 25-year amortization period is used for life insurance, and a 10-
       to 20-year period is employed for annuities. Deferred acquisition costs
       are reviewed periodically for recoverability to determine if any
       adjustment is required. Adjustments, if any are charged to income.

       The value of insurance in force represents the actuarially determined
       present value of anticipated profits to be realized from annuities
       contracts at the date of acquisition using the same assumptions that were
       used for computing related liabilities where appropriate. The value of
       insurance in force was the actuarially determined present value of the
       projected future profits discounted at an interest rate of 16% for the
       business acquired. The value of the business in force is amortized using
       current interest crediting rates to accrete interest and amortized
       employing a level yield method. The value of insurance in force is
       reviewed periodically for recoverability to determine if any adjustment
       is required. Adjustments, if any are charged to income.

       Future Policy Benefits

       Benefit reserves represent liabilities for future insurance policy
       benefits. Benefit reserves for life insurance and annuity policies have
       been computed based upon mortality, morbidity, persistency and interest
       assumptions applicable to these coverages, which range from 4.5% to 7.5%,
       including a provision for adverse deviation. These assumptions consider
       Company experience and industry standards. The assumptions vary by plan,
       age at issue, year of issue and duration.

                                       14
<PAGE>   17
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       Contractholder Funds

       Contractholder funds represent receipts from the issuance of universal
       life and certain individual annuity contracts. Contractholder Fund
       balances are increased by such receipts and credited interest and reduced
       by withdrawals, mortality charges and administrative expenses charged to
       the contractholders. Interest rates credited to contractholder funds
       range from 3.9% to 7.0%.

       Permitted Statutory Accounting Practices

       The Company, domiciled in the State of Connecticut, prepares statutory
       financial statements in accordance with the accounting practices
       prescribed or permitted by the State of Connecticut Insurance Department.
       Prescribed statutory accounting practices include certain publications
       of the National Association of Insurance Commissioners as well as state
       laws, regulations, and general administrative rules. Permitted statutory
       accounting practices encompass all accounting practices not so
       prescribed. The impact of any permitted accounting practices on the
       statutory surplus of the Company is not material.

       Premiums

       Premiums are recognized as revenues when due. Reserves are established
       for the portion of premiums that will be earned in future periods.

       Other Revenues

       Other revenues include surrender, mortality and administrative charges
       and fees as earned on investment and other insurance contracts. Other
       revenues also include structured settlement policyholder revenues, which
       relate to contracts issued through a separate account of the Company, net
       of the related policyholder benefits and expenses.

       Federal Income Taxes

       The provision for federal income taxes is comprised of two components,
       current income taxes and deferred income taxes. Deferred federal income
       taxes arise from changes during the year in cumulative temporary
       differences between the tax basis and book basis of assets and
       liabilities. The deferred federal income tax asset is recognized to the
       extent that future realization of the tax benefit is more likely than
       not, with a valuation allowance for the portion that is not likely to be
       recognized.

                                       15
<PAGE>   18
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       Future Application of Accounting Standards

       In June 1996, the Financial Accounting Standards Board (FASB) issued
       Statement of Financial Accounting Standards No. 125 (FAS 125),
       "Accounting for Transfers and Servicing of Financial Assets and
       Extinguishments of Liabilities." FAS 125 provides accounting and
       reporting standards for transfers and servicing of financial assets and
       extinguishments of liabilities. These standards are based on consistent
       application of a financial-components approach that focuses on control.
       Under that approach, after a transfer of financial assets, an entity
       recognizes the financial and servicing assets it controls and the
       liabilities it has incurred, derecognizes financial assets when control
       has been surrendered and derecognizes liabilities when extinguished. FAS
       125 provides consistent standards for distinguishing transfers of
       financial assets that are sales from transfers that are secured
       borrowings. The requirements of FAS No. 125 are effective for transfers
       and servicing of financial assets and extinguishments of liabilities
       occurring after December 31, 1996, and are to be applied prospectively.
       However, in December 1996 the FASB issued FAS No. 127, "Deferral of the
       Effective Date of Certain Provisions of FASB Statement No. 125," which
       delays until January 1, 1998 the effective date for certain provisions.
       The adoption of the provisions of this statement effective January 1,
       1997 will not have a material impact on results of operations, financial
       condition or liquidity and the Company is currently evaluating the impact
       of the provisions whose effective date has been delayed until January 1,
       1998.

3.     CHANGES IN ACCOUNTING PRINCIPLES

       Accounting for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to be Disposed Of

       Effective January 1, 1996, the Company adopted Statement of Financial
       Accounting Standards No. 121, "Accounting for the Impairment of
       Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This
       statement establishes accounting standards for the impairment of
       long-lived assets and certain identifiable intangibles to be disposed.
       This statement requires a write down to fair value when long-lived assets
       to be held and used are impaired. The statement also requires long-lived
       assets to be disposed (e.g., real estate held for sale) be carried at the
       lower of cost or fair value less cost to sell, and does not allow such
       assets to be depreciated. The adoption of this standard did not have a
       material impact on the Company's financial condition, results of
       operations or liquidity.

       Accounting for Stock-Based Compensation

       The Company participates in a stock option plan sponsored by Travelers
       Group that provides for the granting of stock options in Travelers Group
       common stock to officers and key employees. The Company applies
       Accounting Principles Board Opinion No. 25 (APB 25) and related
       interpretations in accounting for stock options. Since stock options are
       issued at fair market value on the date of award, no compensation cost
       has been recognized for these awards. In October 1995, the Financial
       Accounting Standards Board issued Statement of Financial Accounting
       Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123).
       This statement provides an alternative to APB 25 whereby fair values may
       be ascribed to options using a valuation model and amortized to
       compensation cost over the vesting period of the options. Had the Company
       applied FAS 123 in accounting for stock options, net income would have
       been reduced by an insignificant amount in 1996 and 1995.

                                       16
<PAGE>   19
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued




3.     CHANGES IN ACCOUNTING PRINCIPLES, Continued

       Accounting by Creditors for Impairment of a Loan

       Effective January 1, 1995, the Company adopted Statement of Financial
       Accounting Standards No. 114, "Accounting by Creditors for Impairment of
       a Loan," and Statement of Financial Accounting Standards No. 118,
       "Accounting by Creditors for Impairment of a Loan - Income Recognition
       and Disclosures," which describe how impaired loans should be measured
       when determining the amount of a loan loss accrual. These statements
       amended existing guidance on the measurement of restructured loans in a
       troubled debt restructuring involving a modification of terms. Their
       adoption did not have a material impact on the Company's financial
       condition, results of operations or liquidity.

4.     REINSURANCE

       The Company participates in reinsurance in order to limit losses,
       minimize exposure to large risks, provide capacity for future growth and
       to effect business-sharing arrangements. The Company remains primarily
       liable as the direct insurer on all risks reinsured.

       Life insurance in force ceded to TIC at December 31, 1996 and 1995 was
       $90.7 million and $97.7 million, respectively. At December 31, 1996 and
       1995, $2.2 billion and $601.2 million, respectively, was ceded to
       non-affiliates.

5.     SHAREHOLDER'S EQUITY

       Unrealized Investment Gains (Losses)

       An analysis of the change in unrealized gains and losses on investments
       is shown in Note 12.

       Shareholder's Equity and Dividend Availability

       The Company's statutory net income was $17.9 million, $23.0 million and
       $5.7 million for the years ended December 31, 1996, 1995 and 1994,
       respectively.

       Statutory capital and surplus was $254.1 million and $257.8 million at
       December 31, 1996 and 1995, respectively.

       The Company is currently subject to various regulatory restrictions that
       limit the maximum amount of dividends available to be paid to its parent
       without prior approval of insurance regulatory authorities. Statutory
       surplus of $14.8 million is available in 1997 for dividend payments by
       the Company without prior approval of the Connecticut Insurance
       Department.

                                       17
<PAGE>   20
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



6.     DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company does not hold or issue derivative instruments for trading
       purposes. The carrying value of derivative instruments was not
       significant at December 31, 1996 and 1995.

       Fair Value of Certain Financial Instruments

       The Company uses various financial instruments in the normal course of
       its business. Fair values of financial instruments which are considered
       insurance contracts are not required to be disclosed and are not included
       in the amounts discussed.

       At December 31, 1996, investments in fixed maturities had a carrying
       value and a fair value of $694.5 million, compared with a carrying value
       and a fair value of $724.6 million at December 31, 1995. See Note 12.

       At December 31, 1996 and 1995, mortgage loans had a carrying value of
       $90.5 million and $125.8 million, respectively, which approximates fair
       value. In estimating fair value, the Company used interest rates
       reflecting the higher returns required in the current real estate
       financing market.

       The carrying values of $2.1 million and $1.9 million of financial
       instruments classified as other assets approximated their fair values at
       December 31, 1996 and 1995, respectively. The carrying values of $13.3
       million and $55.3 million of financial instruments classified as other
       liabilities also approximated their fair values at December 31, 1996 and
       1995, respectively. Fair value is determined using various methods
       including discounted cash flows, as appropriate for the various financial
       instruments.

       The assets of separate accounts providing a guaranteed return had a
       carrying value and a fair value of $896.9 million and $901.0 million,
       respectively, at December 31, 1996, compared to a carrying value and a
       fair value of $869.1 million and $923.0 million, respectively, at
       December 31, 1995. The liabilities of separate accounts providing a
       guaranteed return had a carrying value and a fair value of $808.7 million
       and $695.3 million, respectively, at December 31, 1996, compared to a
       carrying value and a fair value of $839.1 million and $766.3 million,
       respectively, at December 31, 1995.

       The carrying values of short-term securities and policy loans
       approximated their fair values.

                                       18
<PAGE>   21
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



7.     COMMITMENTS AND CONTINGENCIES

       Financial Instruments with Off-Balance Sheet Risk

       The Company has, in the normal course of business, provided fixed rate
       loan commitments and commitments to partnerships.

       The off-balance sheet risks of fixed rate loan commitments, commitments
       to partnerships and forward contracts were not significant at December
       31, 1996 and 1995.

       Litigation

       The Company is a defendant in various litigation matters in the normal
       course of business. Although there can be no assurances, as of December
       31, 1996, the Company believes, based on information currently available,
       that the ultimate resolution of these legal proceedings would not be
       likely to have a material adverse effect on its results of operations,
       financial condition or liquidity.

8.     BENEFIT PLANS

       Pension Plans

       The Company participates in a qualified, noncontributory defined benefit
       pension plan sponsored by Travelers Group covering the majority of
       Travelers Group's U.S. employees. Benefits for the qualified plan are
       based on an account balance formula. Under this formula, each employee's
       accrued benefit can be expressed as an account that is credited with
       amounts based upon the employee's pay, length of service and a specified
       interest rate, all subject to a minimum benefit level. This plan is
       funded in accordance with the Employee Retirement Income Security Act of
       1974 and the Internal Revenue Code.

       The Company also participates in a nonqualified, noncontributory defined
       benefit pension plan sponsored by an affiliate covering the majority of
       the Company's U.S. employees. Contributions are based on benefits paid.

       The Company's share of net pension expense was not significant for 1996,
       1995 or 1994.

       Other Benefit Plans

       In addition to pension benefits, the Company provides certain health care
       and life insurance benefits for retired employees through a plan
       sponsored by TIGI. Retirees may elect certain prepaid health care benefit
       plans. Life insurance benefits are generally set at a fixed amount.
       Beginning January 1, 1996, these plans were amended to restrict benefit
       eligibility to retirees and certain retiree-eligible employees. The cost
       recognized by the Company for these benefits represents its allocated
       share of the total costs of the plan, net of retiree contributions. The
       Company's share of the total cost of the plan for 1996, 1995 and 1994 was
       not significant.

                                       19
<PAGE>   22
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



8.     BENEFIT PLANS, Continued

       Savings, Investment and Stock Ownership Plan

       Under the savings, investment and stock ownership plan available to
       substantially all employees of TIGI, the Company matches a portion of
       employee contributions. Effective April 1, 1993, the match decreased from
       100% to 50% of an employee's first 5% contribution and a variable match
       based on the profitability of TIGI and its subsidiaries was added through
       December 31, 1995. Effective January 1, 1996, the match remained at 50%
       of an employee's first 5% contribution with a maximum of $1,000.
       Effective January 1, 1997, employee contributions will be matched with
       Travelers Group stock options. The Company's expense was not significant
       for 1996, 1995 or 1994.

9.     RELATED PARTY TRANSACTIONS

       The principal banking functions, including payment of salaries and
       expenses, for certain subsidiaries and affiliates of TIGI, including the
       Company, are handled by TIC. Settlements for these functions between TIC
       and its affiliates are made regularly. TIC provides various employee
       benefit coverages to certain subsidiaries of TIGI. The premiums for these
       coverages were charged in accordance with cost allocation procedures
       based upon salaries or census. In addition, investment advisory and
       management services, data processing services and claims processing
       services are provided by affiliated companies. Charges for these services
       are shared by the companies on cost allocation methods based generally on
       estimated usage by department.

       TIGI and its subsidiaries maintain a short-term investment pool in which
       the Company participates. The position of each company participating in
       the pool is calculated and adjusted daily. At December 31, 1996 and 1995,
       the pool totaled approximately $2.9 billion and $2.2 billion,
       respectively. The Company's share of the pool amounted to $68.2 million
       and $49.5 million at December 31, 1996 and 1995, respectively, and is
       included in short-term securities in the balance sheet.

       The Company's TTM Modified Guaranteed Annuity Contracts are subject to a
       limited guarantee agreement by TIC in a principal amount of up to $250
       million. TIC's obligation is to pay in full to any owner or beneficiary
       of the TTM Modified Guaranteed Annuity Contracts principal and interest
       as and when due under the annuity contract to the extent that the Company
       fails to make such payment. In addition, TIC guarantees that the Company
       will maintain a minimum statutory capital and surplus level.

       The Company sells structured settlement annuities to an affiliate,
       Travelers Property Casualty Corp., (TAP), formerly Travelers/Aetna
       Property Casualty Corp. Such deposits were $36.9 million, $36.6 million
       and $37.6 million for 1996, 1995 and 1994, respectively.

       The Company began marketing variable annuity products through its
       affiliate, Smith Barney, Inc., in 1995. Deposits related to these
       products were $300.0 million and $20.5 million in 1996 and 1995,
       respectively.

       Most leasing functions for TIGI and its subsidiaries are handled by TAP.
       Rent expense related to these leases are shared by the companies on a
       cost allocation method based generally on estimated usage by department.
       The company's rent expense was insignificant in 1996, 1995 and 1994.

                                       20
<PAGE>   23
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



10.    FEDERAL INCOME TAXES


<TABLE>
<CAPTION>
       (in thousands)                                      1996           1995                1994
       --------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>                 <C>    
       Effective tax rate

       Income before federal income taxes              $ 39,582        $43,436             $27,865
       Statutory tax rate                                    35%            35%                 35%
       -------------------------------------------------------------------------------------------

       Expected federal income taxes                   $ 13,854        $15,203             $ 9,753
       Tax effect of:
          Nontaxable investment income                      (15)           (13)                (90)
          Adjustments to benefit and other reserves           -              -                (117)
          Other, net                                        (48)          (671)                 (6)
       --------------------------------------------------------------------------------------------
       Federal income taxes                            $ 13,791        $14,519             $ 9,540
       --------------------------------------------------------------------------------------------

       Effective tax rate                                    35%            33%                 34%
       -------------------------------------------------------------------------------------------

       Composition of federal income taxes 
       
       Current:
          United States                                $ 29,435        $ 2,555             $ 4,742
          Foreign                                            21              -                   -
       --------------------------------------------------------------------------------------------
       Total                                             29,456          2,555                4,742
       --------------------------------------------------------------------------------------------

       Deferred:
          United States                                 (15,665)        11,964                4,798
       --------------------------------------------------------------------------------------------
       Federal income taxes                            $ 13,791        $14,519             $  9,540
       --------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>   24
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



10.    FEDERAL INCOME TAXES, Continued

       The net deferred tax assets at December 31, 1996 and 1995 were comprised
       of the tax effects of temporary differences related to the following
       assets and liabilities:


<TABLE>
<CAPTION>
       (in thousands)                                                           1996         1995
       ------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
       Deferred tax assets:
         Benefit, reinsurance and other reserves                             $79,484    $  67,104
         Other                                                                 3,043        2,570
       ------------------------------------------------------------------------------------------
           Total                                                              82,527       69,674
       ------------------------------------------------------------------------------------------

       Deferred tax liabilities:
         Investments, Net                                                     12,113       19,625
         Deferred acquisition costs and
           value of insurance in force                                        10,066        6,285
         Other                                                                   662          536
       ------------------------------------------------------------------------------------------
          Total                                                               22,841       26,446
       ------------------------------------------------------------------------------------------

       Net deferred tax asset before valuation allowance                      59,686       43,228
       Valuation allowance for deferred tax assets                            (2,070)      (2,070)
       ------------------------------------------------------------------------------------------

       Net deferred tax asset after valuation allowance                      $57,616      $41,158
       ------------------------------------------------------------------------------------------
</TABLE>

       Starting in 1994 and continuing for at least five years, TIC and its life
       insurance subsidiaries, including the Company, will file a consolidated
       federal income tax return. Federal income taxes are allocated to each
       member on a separate return basis adjusted for credits and other amounts
       required by the consolidation process. Any resulting liability will be
       paid currently to TIC. Any credits for losses will be paid by TIC to the
       extent that such credits are for tax benefits that have been utilized in
       the consolidated federal income tax return.

       A net deferred tax asset valuation allowance of $2.1 million has been
       established to reduce the deferred tax asset on investment losses to the
       amount that, based upon available evidence, is more likely than not to be
       realized. Reversal of the valuation allowance is contingent upon the
       recognition of future capital gains in the Company's consolidated life
       insurance company federal income tax return through 1998, and the
       consolidated federal income tax return of Travelers Group commencing in
       1999, or a change in circumstances which causes the recognition of the
       benefits to become more likely than not. There was no change in the
       valuation allowance during 1996. The initial recognition of any benefit
       provided by the reversal of the valuation allowance will be recognized by
       reducing goodwill.

                                       22
<PAGE>   25
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



10.    FEDERAL INCOME TAXES, Continued

       In management's judgment, the $57.6 million "net deferred tax asset after
       valuation allowance" as of December 31, 1996, is fully recoverable
       against expected future years' taxable ordinary income and capital gains.
       At December 31, 1996, the Company has no ordinary or capital loss
       carryforwards.

       The "policyholders surplus account", which arose under prior tax law, is
       generally that portion of the gain from operations that has not been
       subjected to tax, plus certain deductions. The balance of this account,
       which, under provisions of the Tax Reform Act of 1984, will not increase
       after 1983, is estimated to be $2.0 million. This amount has not been
       subjected to current income taxes but, under certain conditions that
       management considers to be remote, may become subject to income taxes in
       future years. At current rates, the maximum amount of such tax (for which
       no provision has been made in the financial statements) would be
       approximately $700 thousand.

11.    NET INVESTMENT INCOME

<TABLE>
<CAPTION>
       (For the year ended December 31, in thousands)          1996         1995          1994
       ---------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>    
       Gross investment income

       Fixed maturities                                     $54,029      $49,486       $44,354
       Equity securities                                        411          497           827
       Mortgage loans                                        15,491       11,644        17,178
       Real estate held for sale                              3,480        2,476         6,299
       Other                                                 19,770        2,552         4,480
       ---------------------------------------------------------------------------------------
                                                             93,181       66,655        73,138
       ---------------------------------------------------------------------------------------

       Investment expenses                                    4,141        3,446         7,045
       ---------------------------------------------------------------------------------------
       Net investment income                                $89,040      $63,209       $66,093
       ---------------------------------------------------------------------------------------
</TABLE>

                                       23
<PAGE>   26
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES)

       Realized investment gains (losses) for the periods were as follows:


<TABLE>
<CAPTION>
       (For the year ended December 31, in thousands)            1996         1995          1994
       -----------------------------------------------------------------------------------------
<S>                                                          <C>           <C>           <C>     
       Realized

       Fixed maturities                                      $(11,491)     $(4,240)      $  (908)
       Equity securities                                        4,613        6,138         1,675
       Mortgage loans                                           1,979          725            36
       Real estate held for sale                                  (73)         (35)            -
       Other                                                   (4,641)      16,125        (2,877)
       -----------------------------------------------------------------------------------------
       Realized investment gains (losses)                    $ (9,613)     $18,713       $(2,074)
       -----------------------------------------------------------------------------------------
</TABLE>


       Changes in net unrealized investment gains (losses) that are included as
       a separate component of shareholder's equity were as follows:


<TABLE>
<CAPTION>
       (For the year ended December 31, in thousands)           1996          1995           1994
       ------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>            <C>      
       Unrealized
       Fixed maturities                                     $(23,953)     $111,551       $(65,205)
       Equity securities                                        (746)        1,834            (27)
       Other                                                  22,431         4,390            (28)
       ------------------------------------------------------------------------------------------
                                                              (2,268)      117,775        (65,260)
       Related taxes                                            (794)       41,221        (22,841)
       ------------------------------------------------------------------------------------------
       Change in unrealized investment gains (losses)         (1,474)       76,554        (42,419)
       Balance beginning of year                              35,330       (41,224)         1,195
       ------------------------------------------------------------------------------------------
       Balance end of year                                  $ 33,856      $ 35,330       $(41,224)
       ------------------------------------------------------------------------------------------
</TABLE>


       Fixed Maturities

       Proceeds from sales of fixed maturities classified as available for sale
       were $979.0 million and $460.0 million in 1996 and 1995, respectively.
       Gross gains of $8.4 million and $7.9 million and gross losses of $19.9
       million and $10.3 million in 1996 and 1995, respectively, were realized
       on those sales.

                                       24
<PAGE>   27
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued


       The amortized cost and fair values of investments in fixed maturities
       were as follows:

<TABLE>
<CAPTION>
       December 31, 1996
       ----------------------------------------------------------------------------------------------------
                                                                    Gross           Gross
                                               Amortized       unrealized      unrealized              Fair
       (in thousands)                               cost            gains          losses             value
       ----------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>             <C>     
       Available for sale:
          Mortgage-backed securities -
             CMOs and pass through
             securities                         $ 88,138          $ 1,637          $  629          $ 89,146
          U.S. Treasury securities
             and obligations of U.S. 
             Government and
             government agencies
             and authorities                     115,059           10,371              61           125,369
          Obligations of states and
             political subdivisions                3,500              255              --             3,755
          Debt securities issued
             by foreign governments               56,097            1,473           1,269            56,301
          All other corporate bonds              409,294           13,862           3,277           419,879
          Redeemable preferred stock                  85               --              --                85
       ----------------------------------------------------------------------------------------------------
          Total                                 $672,173          $27,598          $5,236          $694,535
       ----------------------------------------------------------------------------------------------------
</TABLE>
       
                                       25
<PAGE>   28
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued


<TABLE>
<CAPTION>
       December 31, 1995
       ------------------------------------------------------------------------------------------
                                                                Gross        Gross
                                              Amortized    unrealized   unrealized           Fair
       (in thousands)                              cost         gains       losses          value
       ------------------------------------------------------------------------------------------
<S>                                            <C>            <C>           <C>          <C>     
       Available for sale:
          Mortgage-backed securities -
             CMOs and pass through
             securities                        $ 89,044       $ 2,545       $  378       $ 91,211
          U.S. Treasury securities            
             and obligations of U.S.          
             Government and                   
             government agencies              
             and authorities                    160,988        24,267            1        185,254
          Obligations of states and           
             political subdivisions               3,500           499            -          3,999
          All other corporate bonds             424,676        21,576        2,162        444,090
          Redeemable preferred stock                 85             -            -             85
       ------------------------------------------------------------------------------------------
          Total                                $678,293       $48,887       $2,541       $724,639
       ------------------------------------------------------------------------------------------
</TABLE>
                                           
       The amortized cost and fair value of fixed maturities available for sale
       at December 31, 1996, by contractual maturity, are shown below. Actual
       maturities will differ from contractual maturities because borrowers may
       have the right to call or prepay obligations with or without call or
       prepayment penalties.

<TABLE>
<CAPTION>
       Maturity                                         Amortized           Fair
       (in thousands)                                        cost          value
       -------------------------------------------------------------------------
<S>                                                      <C>            <C>     
       Due in one year or less                           $ 11,184       $ 11,204
       Due after 1 year through 5 years                    50,397         50,366
       Due after 5 years through 10 years                 169,634        173,049
       Due after 10 years                                 352,820        370,770
       -------------------------------------------------------------------------
                                                          584,035        605,389
       Mortgage-backed securities                          88,138         89,146
       -------------------------------------------------------------------------
          Total                                          $672,173       $694,535
       -------------------------------------------------------------------------
</TABLE>

       The Company makes significant investments in collateralized mortgage
       obligations (CMOs). CMOs typically have high credit quality, offer good
       liquidity, and provide a significant advantage in yield and total return
       compared to U.S. Treasury securities. The Company's investment strategy
       is to purchase CMO tranches which are protected against prepayment risk,
       including planned amortization class (PAC) tranches. Prepayment protected
       tranches are preferred because they provide stable cash flows in a
       variety of interest rate scenarios. The Company does invest in other
       types of CMO tranches if a careful assessment indicates a favorable
       risk/return tradeoff. The Company does not purchase residual interests in
       CMOs.

                                       26
<PAGE>   29
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

       At December 31, 1996 and 1995, the Company held CMOs with a market value
       of $67.7 million and $68.6 million, respectively. The Company's CMO
       holdings are 100% and approximately 94% collateralized by GNMA, FNMA or
       FHLMC securities at December 31, 1996 and 1995, respectively.

       Equity Securities

       The cost and market values of investments in equity securities were as
       follows:

<TABLE>
<CAPTION>
       December 31, 1996
       ----------------------------------------------------------------------------------------------------
                                                                 Gross             Gross
                                                            unrealized        unrealized               Fair
       (in thousands)                            Cost            gains            losses              value
       -----------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                  <C>             <C>   
       Common stocks                           $1,630           $2,845               $83             $4,392
       Nonredeemable preferred stocks           5,024              138                 -              5,162
       ----------------------------------------------------------------------------------------------------
         Total                                 $6,654           $2,983               $83             $9,554
       ----------------------------------------------------------------------------------------------------  
</TABLE>



<TABLE>
<CAPTION>
       December 31, 1995
       ----------------------------------------------------------------------------------------------------
                                                                  Gross            Gross
                                                             unrealized       unrealized               Fair
       (in thousands)                            Cost             gains           losses              value
       ----------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>                <C>             <C>    
       Common stocks                           $3,310            $3,374             $ 68            $ 6,616
       Nonredeemable preferred stocks           6,143               340                -              6,483
       ----------------------------------------------------------------------------------------------------
         Total                                 $9,453            $3,714             $ 68            $13,099
       ----------------------------------------------------------------------------------------------------
</TABLE>


       Proceeds from sales of equity securities were $12.8 million and $11.8
       million in 1996 and 1995, respectively. Gross gains of $4.7 million and
       $4.9 million and gross losses of $155 thousand and $474 thousand in 1996
       and 1995, respectively, were realized on those sales.

       Real estate held for sale and mortgage loans

       Underperforming assets include delinquent mortgage loans, loans in the
       process of foreclosure, foreclosed loans and loans modified at interest
       rates below market.

                                       27
<PAGE>   30
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

       At December 31, 1996 and 1995, the Company's real estate held for sale
       and mortgage loan portfolios consisted of the following:

<TABLE>
<CAPTION>
       (in thousands)                                           1996          1995
       ---------------------------------------------------------------------------
<S>                                                         <C>           <C>     
       Current mortgage loans                               $ 90,394      $108,142
       Underperforming mortgage loans                            148        17,671
       ---------------------------------------------------------------------------
              Total                                           90,542       125,813
       ---------------------------------------------------------------------------

       Real estate held for sale                              10,111         8,995
       ---------------------------------------------------------------------------
              Total                                         $100,653      $134,808
       ---------------------------------------------------------------------------
</TABLE>


       Aggregate annual maturities on mortgage loans at December 31, 1996 are as
       follows:

<TABLE>
<CAPTION>
       (in thousands)
       ---------------------------------------------------
<S>                                                <C>    
       Past maturity                               $ 1,677
       1997                                          5,662
       1998                                            316
       1999                                          5,088
       2000                                          5,734
       2001                                          5,678
       Thereafter                                   66,387
       ---------------------------------------------------
          Total                                    $90,542
       ---------------------------------------------------
</TABLE>

       Concentrations

       At December 31, 1996 the Company had investments of $75.1 million in the
       State of Israel and $40.6 million in Merrill Lynch Trust Series 45. In
       1995, the Company had no concentration of credit risk in a single
       investee exceeding 10% of shareholder's equity.

       The Company participates in a short-term investment pool maintained by an
       affiliate. See Note 9.

       Included in fixed maturities are below investment grade assets totaling
       $40.7 million and $59.0 million at December 31, 1996 and 1995,
       respectively. The Company defines its below investment grade assets as
       those securities rated "Ba1" or below by external rating agencies, or the
       equivalent by internal analysts when a public rating does not exist. Such
       assets include publicly traded below investment grade bonds and certain
       other privately issued bonds that are classified as below investment
       grade loans.

                                       28
<PAGE>   31
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



12.    INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

       The Company also had concentrations of investments, primarily fixed
       maturities, in the following industries:

<TABLE>
<CAPTION>
       (in thousands)                                                            1996        1995
       ------------------------------------------------------------------------------------------
<S>                                                                          <C>          <C>    
       Foreign governments                                                   $108,850     $     -
       Finance                                                                 90,222      25,853
       Transportation                                                          86,819      44,118
       ------------------------------------------------------------------------------------------
</TABLE>

       Below investment grade assets included in the totals of the previous
       table were as follows:

<TABLE>
<CAPTION>
       (in thousands)                                                          1996        1995
       ----------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>    
       Foreign governments                                                   $6,567     $     -
       Finance                                                                2,386         451
       Transportation                                                           776      18,648
       ----------------------------------------------------------------------------------------
</TABLE>


       Concentrations of mortgage loans by property type at December 31, 1996
       and 1995 were as follows:

<TABLE>
<CAPTION>
       (in thousands)                                                           1996        1995
       -----------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>    
       Agricultural                                                          $33,501     $29,820
       Office                                                                 22,533      32,024
       Retail                                                                 20,024      27,870
       -----------------------------------------------------------------------------------------
</TABLE>


       The Company monitors creditworthiness of counterparties to all financial
       instruments by using controls that include credit approvals, limits and
       other monitoring procedures. Collateral for fixed maturities often
       includes pledges of assets, including stock and other assets, guarantees
       and letters of credit. The Company's underwriting standards with respect
       to new mortgage loans generally require loan to value ratios of 75% or
       less at the time of mortgage origination.

       Non-Income Producing Investments

       Investments included in the balance sheets that were non-income producing
       for the preceding 12 months were insignificant.

       Restructured Investments

       The Company had mortgage loan and debt securities which were restructured
       at below market terms totaling approximately $1.0 million and $17.7
       million at December 31, 1996 and 1995, respectively. The new terms
       typically defer a portion of contract interest payments to varying future
       periods. The accrual of interest is suspended on all restructured assets,
       and interest income is reported only as payment is received. Gross
       interest income on restructured assets that would have been recorded in
       accordance with the original terms of such assets was insignificant in
       1996 and amounted to $4.9 million in 1995. Interest on these assets,
       included in net investment income, was insignificant in 1996 and amounted
       to $2.0 million in 1995.

                                       29
<PAGE>   32
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS, Continued



13.    LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES

       At December 31, 1996, the Company had $740.6 million of life and annuity
       deposit funds and reserves. Of that total, $659.0 million were not
       subject to discretionary withdrawal based on contract terms. The
       remaining $81.6 million were life and annuity products that were subject
       to discretionary withdrawal by the contractholders. Included in the
       amount that is subject to discretionary withdrawal were $50.4 million of
       liabilities that are surrenderable with market value adjustments. An
       additional $31.2 million of the life insurance and individual annuity
       liabilities are subject to discretionary withdrawals with an average
       surrender charge of 6.7%. The life insurance risks would have to be
       underwritten again if transferred to another carrier, which is considered
       a significant deterrent for long-term policyholders. Insurance
       liabilities that are surrendered or withdrawn from the Company are
       reduced by outstanding policy loans and related accrued interest prior to
       payout.

14.    RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
       ACTIVITIES

       The following table reconciles net income to net cash provided by (used
       in) operating activities:

<TABLE>
<CAPTION>
       (For the year ended December 31, in thousands)                       1996             1995              1994
       ------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>               <C>     
       Net income from continuing operations                            $ 25,791         $ 28,917          $ 18,325
         Adjustments to reconcile net income to
             cash provided by operating activities
           Realized (gains) losses                                         9,613          (18,713)            2,074
           Deferred federal income taxes                                 (15,665)          11,964             4,798
           Amortization of deferred policy acquisition
              costs and value of insurance in force                        3,286            1,563                 -
           Additions to deferred policy acquisition costs                (20,753)          (3,109)          (21,014)
           Investment income accrued                                       1,308             (819)            1,085
           Premium balances receivable                                    (3,561)          (2,277)                -
           Insurance reserves and accrued expenses                       (16,459)         (20,081)          (16,062)
           Other                                                         (13,419)         (46,076)           18,371
       ------------------------------------------------------------------------------------------------------------

           Net cash provided by (used in) operating activities          $(29,859)        $(48,631)         $  7,577
       ------------------------------------------------------------------------------------------------------------
</TABLE>

15.    NONCASH INVESTING AND FINANCING ACTIVITIES

       Significant noncash investing and financing activities include: a) the
       transfer of $2.6 million of real estate held for sale and mortgage loans
       from one of the Company's separate accounts to the general account in
       1995, b) acquisition of real estate through foreclosures of mortgage
       loans amounting to $1.1 million, $0 and $10.3 million in 1996, 1995 and
       1994, respectively.

                                       30
<PAGE>   33
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                      For the Year Ended December 31, 1996


Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure.

None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 11.  Executive Compensation.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 13.  Certain Relationships and Related Transactions.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                       31
<PAGE>   34
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                      For the Year Ended December 31, 1996


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)    Documents filed
         (1) Financial Statements.  See index on page 7 of this report.
         (2) Financial Statement Schedules.  See index on page 35 of this 
             report.
         (3) Exhibits.  See Exhibit Index on page 33.


(b)    Reports on Form 8-K:


No reports on Form 8-K were filed during the fourth quarter of 1996.

                                       32

<PAGE>   35
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                      For the Year Ended December 31, 1996



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No.       Description                                                              Filing Method
- ------------------------------------------------------------------------------------------------
<S>       <C>                                                                      <C>
3.        Articles of Incorporation and By-laws

          a. Charter of The Travelers Life and Annuity Company (the
             Company), as amended on April 10, 1990, incorporated herein
             by reference to Exhibit 6(a) to the Registration Statement
             on Form N-4, File No. 33-58131, filed on March 17, 1995.

          b. By-laws of the Company as amended October 20, 1994, incorporated
             herein by reference to Exhibit 6(b) to the Registration Statement
             on Form N-4, File No. 33-58131, filed on March 17, 1995.


27.       Financial Data Schedule                                                  Electronic
</TABLE>

                                       33
<PAGE>   36
                                   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 26th day of March,
1997.

                           THE TRAVELERS LIFE AND ANNUITY COMPANY
                                      (Registrant)

         By:  /s/ Ian R. Stuart
             ------------------
              Ian R. Stuart
              Senior Vice President and
                 Chief Financial Officer and Chief Accounting Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 26th day of March, 1997.

<TABLE>
<CAPTION>
Signature                                   Capacity
- ---------                                   --------
<S>                                         <C>
/s/ Michael A. Carpenter                    Director and Chairman of the Board and President and Chief Executive Officer
- ----------------------------------               (Principal Executive Officer)
     (Michael A. Carpenter)                                            

/s/ Ian R. Stuart                           Director and Senior Vice President and Chief Financial Officer
- ----------------------------------               (Principal Financial Officer and Principal Accounting Officer)
     (Ian R. Stuart)                                 

/s/ Katherine M. Sullivan                   Director and Senior Vice President and General Counsel
- ----------------------------------
     (Katherine M. Sullivan)

/s/ Marc P. Weill                           Director and Senior Vice President and
- ----------------------------------               Chief Investment Officer
     (Marc P. Weill)                                 

/s/ Robert I. Lipp                          Director
- ----------------------------------
     (Robert I. Lipp)

/s/ Jay S. Benet                            Director and Senior Vice President
- ----------------------------------
     (Jay S. Benet)

/s/ George C. Kokulis                       Director and Senior Vice President
- ----------------------------------
     (George C. Kokulis)
</TABLE>



Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities pursuant to
Section 12 of the Act: NONE

No Annual Report to Security Holders covering the registrant's last fiscal year
or proxy material with respect to any meeting of security holders has been sent,
or will be sent, to security holders.

                                       34
<PAGE>   37
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                           ANNUAL REPORT ON FORM 10-K
                      For the Year Ended December 31, 1996



         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
                                                                                         Page
<S>      <C>                                                                              <C>
The Travelers Life and Annuity Company

         Independent Auditors' Report                                                      *
         Statements of Income and Retained Earnings                                        *
         Balance Sheets                                                                    *
         Statements of Cash Flows                                                          *
         Notes to Financial Statements                                                     *

Independent Auditors' Report                                                              36

Schedule I -Summary of Investments - Other than Investments in Related Parties 1996       37

Schedule III -Supplementary Insurance Information 1994-1996                               38

Schedule IV -Reinsurance 1994-1996                                                        39

All other schedules are inapplicable for this filing.

*  See index on page 7
</TABLE>

                                       35
<PAGE>   38
                          Independent Auditors' Report



The Board of Directors and Shareholder
The Travelers Life and Annuity Company:

Under date of January 17, 1997, we reported on the balance sheets of The
Travelers Life and Annuity Company as of December 31, 1996 and 1995, and the
related statements of income and retained earnings and cash flows for each of
the years in the three-year period ended December 31, 1996, which are included
in this Form 10-K. In connection with our audits of the aforementioned financial
statements, we also audited the related financial statement schedules as listed
in the accompanying index. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.




                                     /s/ KPMG PEAT MARWICK LLP





Hartford, Connecticut
January 17, 1997


                                       36
<PAGE>   39
                                   SCHEDULE I
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                       Summary of Investments - Other Than
                         Investments in Related Parties
                                December 31, 1996
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                Amount at which
                                                                                                shown in the
Type of Investment                                                       Cost         Value     balance sheet (1)
- ------------------                                                       ----         -----     -----------------
<S>                                                                    <C>           <C>           <C>     
Fixed maturities:
     Bonds:
         United States Government and government agencies
            and authorities                                            $149,220      $160,487      $160,487
         States, municipalities and political subdivisions                3,500         3,755         3,755
         Foreign governments                                             56,097        56,301        56,301
         Public utilities                                                60,078        60,107        60,107
         Convertible bonds and bonds with warrants attached               3,000         3,210        3,210
         All other corporate bonds                                      400,193       410,590       410,590
                                                                       --------      --------      --------
           Total bonds                                                  672,088       694,450       694,450
     Redeemable preferred stocks                                             85            85            85
                                                                       --------      --------      --------
           Total fixed maturities                                       672,173       694,535       694,535
                                                                       --------      --------      --------
Equity securities:
     Common stock
         Banks, trust and insurance companies                                 -             -            -
         Industrial, miscellaneous and all other                          1,630         4,392        4,392
                                                                       --------      --------      --------
           Total common stocks                                            1,630         4,392         4,392
     Nonredeemable preferred stocks                                       5,024         5,162         5,162
                                                                       --------      --------      --------
           Total equity securities                                        6,654         9,554         9,554
                                                                       --------      --------      --------
Mortgage loans                                                           90,542                      90,542
                                                                       --------                    --------
Real estate held for sale                                                10,111                      10,111
                                                                       --------                    --------
Policy loans                                                              1,750                       1,750
                                                                       --------                    --------
Short-term securities                                                    70,755                      70,755
                                                                       --------                    --------
Other investments                                                        65,460                      69,754
                                                                       --------                    --------
           Total investments                                           $917,445                    $947,001
                                                                       ========                    ========
</TABLE>

(1) Determined in accordance with methods described in Notes 2 and 12 on pages
12 and 24 of the Notes to the financial statements

                 (See Accompanying Independent Auditors' Report)

                                       37
<PAGE>   40
                                  SCHEDULE III

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                       Supplementary Insurance Information

                                    1994-1996
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                         Amortization
                                                                                         of deferred
          Deferred policy     Future policy       Premium    Net          Benefits,      policy            Other       Premiums
          acquisition costs   benefits,           revenue    investment   claims,        acquisition       operating   written
          and value of        losses, claims                 income       losses &       costs and value   expenses
          insurance           & loss expenses                             settlement     of insurance
          in force            (a)                                         expenses       in force
- -------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                 <C>                 <C>        <C>          <C>            <C>               <C>         <C>   
1996      $40,027             $740,631            $9,357     $89,040      $56,448        $3,286            $5,691      $9,357
                                                                                                                       
                                                                                                                       
                                                                                                                       
1995      $22,560             $682,974            $2,652     $63,209      $52,390        $1,563            $4,651      $2,652
                                                                                                                       
                                                                                                                       
                                                                                                                       
1994      $21,014             $691,108            $3,498     $66,093      $55,596        $    -            $2,758      $3,498
</TABLE>



(a)  Includes contractholder funds.

                 (See Accompanying Independent Auditors' Report)

                                       38
<PAGE>   41
                                   SCHEDULE IV
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                                   Reinsurance
                                 (in thousands)



<TABLE>
<CAPTION>
                                                                                                    Percentage
                                                         Ceded to           Assumed                  of amount
                                    Gross                other              from other   Net           assumed
                                   amount                companies          companies    amount         to net
                                   ------                ---------          ---------    ------         ------

                                                                1996

<S>                            <C>                      <C>                 <C>          <C>               <C>
Life insurance in force        $3,123,183               $2,328,683          $   -        $794,500          -%

Life insurance premiums:
       Group annuity           $    2,109               $        -                       $  2,109
       Individual life              8,201                      953                          7,248
                               ----------               ----------                       --------
         Totals                $   10,310               $      953          $   -        $  9,357          -%
                               ----------               ----------                       --------
</TABLE>


<TABLE>

                                                                1995
  
<S>                            <C>                      <C>                 <C>          <C>               <C>
Life insurance in force        $  874,859               $  698,948          $   -        $175,911          -%

Life insurance premiums:
       Group annuity           $      445               $        -                       $    445
       Individual life              2,693                      486                          2,207
                               ----------               ----------                       --------
         Totals                $    3,138               $      486          $   -        $  2,652          -%
                               ----------               ----------                       --------
</TABLE>

<TABLE>

                                                                1994

<S>                            <C>                      <C>                 <C>          <C>               <C>
Life insurance in force        $  106,026               $  106,026          $   -        $      -          -%

Life insurance premiums:
       Group annuity           $    3,498               $        -                       $  3,498
       Individual life                401                      401                              -
                               ----------               ----------                       --------
         Totals                $    3,899               $      401          $   -        $  3,498          -%
                               ----------               ----------                       --------
</TABLE>

                 (See Accompanying Independent Auditors' Report)

                                       39

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary of financial information extracted from the
financial statements of The Travelers Life and Annuity Company and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000929498
<NAME> THE TRAVELERS LIFE AND ANNUITY COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           694,535
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                       9,554
<MORTGAGE>                                      90,542
<REAL-ESTATE>                                   10,111
<TOTAL-INVEST>                                 947,001
<CASH>                                               0
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          40,027
<TOTAL-ASSETS>                               2,254,283
<POLICY-LOSSES>                                654,534
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                        1,210,702
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                         3,000
<OTHER-SE>                                     368,868
<TOTAL-LIABILITY-AND-EQUITY>                 2,254,483
                                       9,357
<INVESTMENT-INCOME>                             89,040
<INVESTMENT-GAINS>                             (9,613)
<OTHER-INCOME>                                  16,223
<BENEFITS>                                      56,448
<UNDERWRITING-AMORTIZATION>                      3,286
<UNDERWRITING-OTHER>                             5,691
<INCOME-PRETAX>                                 39,582
<INCOME-TAX>                                    13,791
<INCOME-CONTINUING>                             25,791
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,791
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission