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Registration Statement No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TRAVELERS LIFE AND ANNUITY COMPANY
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(Exact name of registrant as specified in its charter)
CONNECTICUT
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(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number: 06-0904249
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One Tower Square, Hartford, Connecticut 06183 (860) 277-0111
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(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
Ernest J. Wright
Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
(860) 277-4345
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code of Agent for Service)
Approximate date of commencement of proposed sale to the public: The
investment option interests covered by this registration statement are to be
issued from time to time after the effective date of this registration
statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. X
---
If the Registrant elects to deliver its latest Annual Report to
security-holders, or a complete and legible facsimile thereof, pursuant to
Item 11(a)(1) of this Form, check the following box. _____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering ____.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering ____.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ___
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
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Title of Each Class of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities To Be Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
Registered
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<S> <C> <C> <C> <C>
Fixed Annuity Contracts Not Applicable Not Applicable 200,000,000 $52,800
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</TABLE>
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per share unit are not applicable in that these
contracts are not issued in predetermined amounts or units.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
THE TRAVELERS LIFE AND ANNUITY COMPANY
Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
<TABLE>
<CAPTION>
Item
No. Form S-2 Caption Heading in Prospectus
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<S> <C> <C>
1. Forepart of the Registration Outside Front Cover Page of Registration
Statement and Outside Front Statement and Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Available Information, Incorporation of
Cover Pages of Prospectus Certain Documents by Reference;
Table of Contents
3. Summary Information, Risk Prospectus Summary; Outside Front
Factors and Ratio of Earnings Cover Page
to Fixed Charges
4. Use of Proceeds Investments by the Company
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of the Contract
9. Description of Securities Outside Front Cover Page of Prospectus;
to be Registered Description of Contracts
10. Interests of Named Experts Not Applicable
and Counsel
11. Information with Respect to Outside Front Cover Page; Incorporation
the Registrant of Certain Documents by Reference to Form
10-K
12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
</TABLE>
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PROSPECTUS
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THE TRAVELERS LIFE AND ANNUITY COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS
The Fixed Account Option described in this prospectus is available only in
conjunction with certain variable annuity contracts (the "Contracts") issued by
The Travelers Life and Annuity Company (the "Company") and funded by The
Travelers Separate Account Six for Variable Annuities (the "Separate Account").
The Company may, in the future, offer the Fixed Account option to additional
contracts funded through other separate accounts. The Separate Account in turn
purchases shares in certain underlying mutual funds. The underlying mutual funds
are described in the mutual fund prospectuses. The specific features of the
Contract and the Separate Account are disclosed in greater detail in the
Contract prospectus. This prospectus must be accompanied by and read in
conjunction with the Contract prospectus and the underlying fund prospectuses.
This prospectus explains:
- the Fixed Account Option
- Travelers Life and Annuity Company
- the Interest Rates
- Transfers to and from the Fixed Account Option
- Surrenders
- Market Value Adjustment
- other aspects of the Fixed Account Option
The Travelers Life and Annuity Company, One Tower Square, Hartford, Connecticut
06183, is the issuer of the Contracts; Travelers Distribution LLC, One Tower
Square, Hartford, Connecticut 06183 is the principal underwriter and distributor
of the Contracts.
THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE COMPANY'S LATEST ANNUAL REPORT
ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999, AND THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000, WHICH CONTAIN
ADDITIONAL INFORMATION ABOUT THE COMPANY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK, AND
ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED , 2001.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Glossary of Special Terms................................... 3
Summary..................................................... 4
The Insurance Company....................................... 5
The Fixed Account Option.................................... 5
The Accumulation Period................................... 5
Purchase Payments...................................... 5
Declared Interest Rates of the Initial and Subsequent
Renewal Periods....................................... 5
Cash Values............................................ 6
Transfers.............................................. 6
Transfers from the Fixed Account....................... 6
Transfers to the Fixed Account......................... 6
Surrenders............................................. 6
General.............................................. 6
Payment of Full or Partial Surrenders................ 7
Contract Termination................................. 7
Annuity Period............................................ 8
Investments by the Company.................................. 8
Distribution of the Contracts............................... 8
Federal Income Tax Considerations........................... 9
Taxation of the Company................................... 9
Information Regarding the Contracts....................... 9
Available Information....................................... 9
Incorporation of Certain Documents by Reference............. 9
Legal Opinion............................................... 10
Experts..................................................... 10
Financial Statements
</TABLE>
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GLOSSARY OF SPECIAL TERMS
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ACCUMULATION PERIOD: The period before annuity payments begin.
ANNUITANT: A Participant on whose life Annuity payments are to be made under a
contract.
ANNUITY: Payment of income for a stated period or amount.
ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to begin.
ANNUITY PERIOD: The period during which Annuity payments are made.
CASH SURRENDER VALUE: The Cash Value less any amounts deducted upon surrender,
any applicable premium tax and any outstanding loans.
CASH VALUE: The Purchase Payment(s) plus all interest earned, minus all
surrenders, charges and applicable premium taxes previously deducted.
CERTIFICATE YEAR: Each 12-month period beginning with the date an individual
certificate of participation is issued under a group contract.
COMPETING FUND: Any investment option under the Plan, which in our opinion,
consists primarily of fixed income securities and/or money market instruments.
CONTRACT OWNER: The employer or entity owning the contract.
CONTRACT YEAR: Each 12-month period beginning with the effective date of the
contract.
DECLARED INTEREST RATE(S): One or more rates of interest which may be declared
by the Company. Such rates will never be less than the guaranteed interest rate
stated in the contract and may apply to some or all of the values under the
Fixed Account Option for periods of time determined by the Company.
FIXED ACCOUNT OPTION: An annuity option which does not vary with the investment
experience of a Separate Account as described in this Prospectus.
GENERAL ACCOUNT: The General Account of the Company that holds values
attributable to the Fixed Account Option.
GUARANTEE PERIOD: The period between the initial Premium Payment or Renewal Date
and the Maturity Date during which a Guaranteed Interest Rate is credited.
HOME OFFICE: The Travelers Life and Annuity Company located at One Tower Square,
Hartford, Connecticut 06183.
IN WRITING: A written form satisfactory to us and received at our Home Office.
MARKET VALUE ADJUSTMENT: The Market Value Adjustment reflects the relationship,
at the time of surrender, between the rate of interest credited to funds on
deposit under the Fixed Account Option at the time of discontinuance to the rate
of interest credited on new deposits at the time of discontinuance.
MARKET ADJUSTED VALUE: The value of funds held in the Fixed Account Option
increased or decreased by the Market Value Adjustment.
PARTICIPANT: An eligible person who is a member in a tax qualified Plan under
Sections 401, 403(b) or 457 of the Internal Revenue Code of 1986, as amended
(the "Code"), or a nonqualified deferred Compensation Plan.
PARTICIPANT'S INDIVIDUAL ACCOUNT: An account to which amounts are credited to a
Participant or Beneficiary under the contract.
PREMIUM TAX: A tax charged by a state or municipality on premiums, Purchase
Payments or contract values.
PURCHASE PAYMENT: The premium payment applied to the Contract.
SALES CHARGE: Any applicable surrender charge or contingent deferred sales
charge, as defined in the Contract.
SEPARATE ACCOUNT: The Travelers Separate Account Six for Variable Annuities.
SEPARATE ACCOUNT OPTION: A Funding option which varies with the investment
experience of the separate account.
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SUMMARY
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This prospectus describes the Fixed Account Option available as a companion
contract with variable annuity contracts of Separate Account Six. The contracts
are used with:
-- qualified pension and profit-sharing plans,
-- tax-deferred annuity plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)
and
-- deferred compensation plans of state and local governments and
nonqualified deferred compensation plans.
The Travelers Life and Annuity Company ("we" or the "Company") issues the
contracts. Purchase Payments made under the contracts and directed to the Fixed
Account Option become a part of the Company's General Account. Purchase Payments
may also be allocated to one or more Separate Account Options. The contracts and
the Separate Account Options are described in separate prospectuses. The
prospectuses for the variable annuity contract and underlying mutual funds will
always accompany this prospectus. Please read all prospectuses carefully.
During the Accumulation Period, the Fixed Account Option provides for Purchase
Payments to be credited with an initial interest rate for a 12-month period. The
initial interest rate will be declared monthly.
At the end of the 12-month guarantee period, a renewal interest rate (of at
least 3%) will be determined by the Company. At the end of the initial guarantee
period, the first renewal rate will be guaranteed to the end of the calendar
year. The second and all subsequent renewal rates will be declared each January
1 thereafter, and will be guaranteed through December 31 of that year. The rates
of interest credited will affect a contract or account's Cash Value (see "Cash
Values"). Such rates may also be used to determine amounts payable upon
termination of the contracts. (See "Surrenders -- Contract Termination.")
Generally, the Company intends to invest assets directed to the Fixed Account
Option in investment-grade securities. The Company has no specific formula for
determining the initial interest rates or renewal interest rates. However, such
determination will generally reflect interest rates available on the types of
debt instruments in which the Company intends to invest the amounts directed to
the Fixed Account Option. In addition, the Company's management may also
consider various other factors in determining these rates for a given period,
including regulatory and tax requirements; sales commission and administrative
expenses borne by the Company; general economic trends; and competitive factors.
(See "Investments by the Company.")
The Contract Owner may, during the Accumulation Period, direct all or a portion
of a contract or account's Cash Value under the Fixed Account Option to one or
more of the investment options of the Separate Account. No Sales Charges will be
deducted on such transfers. However, there are restrictions which may limit the
amount that may be so directed and transfers may be deferred in certain cases.
(See "Transfers from the Fixed Account.")
Distributions and transfers from the Fixed Account Option are made on a last-in,
first-out basis. We will determine the Cash Surrender Value as of the next
valuation date after we receive a written request at our Home Office. We reserve
the right to defer payment of the Fixed Account Option for up to six months from
the date we receive the written request. If a payment is deferred for more than
30 days after we receive the request, we will pay a minimum interest rate of 3%
on the amount.
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THE INSURANCE COMPANY
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The Travelers Life and Annuity 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
insurance business in a majority of the states of the United States, the
District of Columbia and Puerto Rico, and intends to seek licensure in the
remaining states, except New York. The Company is an indirect wholly owned
subsidiary of Citigroup Inc. The Company's home office is located at One Tower
Square, Hartford, Connecticut 06183.
THE FIXED ACCOUNT OPTION
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The Fixed Account Option is available only in conjunction with the purchase of a
variable annuity contract (Separate Account Six) issued by the Company. The
contracts provide for both an Accumulation Period and an Annuity Period. During
the Accumulation Period, the Contract Owner may direct Purchase Payments to the
Fixed Account (part of the Company's general account). During the Annuity
Period, the value of the Annuity Contract is used to purchase Fixed or Variable
Annuities. The operation of the contract during the Annuity Period is described
in the contract prospectus accompanying this prospectus.
THE ACCUMULATION PERIOD
PURCHASE PAYMENTS
During the Accumulation Period, all or a portion of Purchase Payments (less any
premium taxes), may be allocated to the Fixed Account Option.
DECLARED INTEREST RATES OF THE INITIAL AND SUBSEQUENT RENEWAL PERIODS
The Fixed Account guarantees an initial interest rate for a 12-month period.
Initial interest rates are declared monthly.
At the end of the 12-month guarantee period, a renewal interest rate will be
determined. The rate will never be less than 3%. At the end of the initial
guarantee period, the first renewal rate will be guaranteed to the end of that
calendar year. The second and all future renewal rates will be declared each
subsequent January 1 and guaranteed through December 31 of each year.
Periodically, we will establish interest rates. These rates may apply to some or
all of the values under the Fixed Account Option for periods of time determined
by us. FOR EXAMPLE, WE COULD DECLARE AN INTEREST RATE HIGHER THAN THE OTHERWISE
APPLICABLE INITIAL INTEREST RATE(S) FOR A NINE-MONTH PERIOD AND THAT APPLIES
ONLY TO CASH VALUES ATTRIBUTABLE TO PURCHASE PAYMENTS RECEIVED IN A PARTICULAR
TIME PERIOD. The rates of interest credited will affect the Cash Value of the
contract or account and are used to determine amounts payable upon termination
of the contracts. We will provide written notification of any such interest rate
change and the values to which it will apply.
The interest rates are compounded, that is, all interest earned is credited
daily.
The Company has no specific formula for determining the rate(s) of interest that
it will declare. Generally, the rates we determine will reflect interest rates
available on the types of debt
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instruments in which we intend to invest the amounts directed to the Fixed
Account Option (see "Investments by the Company"). In addition, the Company's
management may also consider various other factors in determining interest rates
for a given period, including regulatory and tax requirements; sales commission
and administrative expenses borne by the Company; general economic trends; and
competitive factors. THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION
AS TO ANY DECLARED INTEREST RATES AND ANY INTEREST IN EXCESS OF THE GUARANTEED
RATE OF 3%. THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY FUTURE
DECLARED INTEREST IN EXCESS OF 3%.
CASH VALUES
We will credit amounts held under the Fixed Account Option with interest. The
minimum guaranteed interest rate is 3%. Interest is credited daily. Purchase
Payments are allocated to the Fixed Account Option as of the close of the
business day on which we receive the Purchase Payment at the Home Office.
Therefore, Purchase Payments begin earning interest the day after we receive the
Purchase Payment in good order.
TRANSFERS
No transfers are allowed between the Fixed Account Option and any Competing
Fund.
TRANSFERS FROM THE FIXED ACCOUNT
The Contract Owner may transfer amounts in the Fixed Account Option to one or
more of the Separate Account Options subject to the Competing Fund restrictions
described in your contract. The charges for transfers are described in the
contract prospectus which accompanies this prospectus. No Sales Charges apply
when a transfer is made. All transfers will be made on a last-in, first-out
basis. That is, the money most recently deposited or transferred into the
account will be transferred or surrendered first.
We reserve the right to limit transfers in any calendar year to 20% of the
Contract/Certificate Cash Value directed to Fixed Account Option as of the end
of the preceding calendar year. (See also "Surrenders.")
Transfers of assets presently held in the Fixed Account Option, or which were
held in the Fixed Account Option at any time during the preceding three (3)
month period, to any Competing Fund(s) may be subject to transfer restrictions.
Please refer to your Contract/Certificate.
TRANSFERS TO THE FIXED ACCOUNT
The Contract Owner may transfer amounts in the Separate Account Options to the
Fixed Account Option subject to the Competing Fund restrictions described in
your Contract. Amounts previously transferred from the Fixed Account Option to
the Separate Account Options may not be transferred back to the Fixed Account
Option or any Competing Fund for a period of at least 3 months from the date of
the transfer. Purchase payments allocated to a Separate Account Option which is
not a competing fund may not be transferred to the Fixed Account for a period of
at least 3 months from the date of the Purchase Payment. Amounts previously
transferred from a competing fund do a Separate Account Option which is not a
competing fund may not be transferred to the Fixed Account Option for a period
of at least 3 months from the date of transfer. The charges for transfers are
described in the contract prospectus which accompanies this prospectus. No Sales
Charges apply when a transfer is made.
SURRENDERS
General
Subject to the termination provisions described below, the Contract Owner may
request a full or partial surrender of Cash Values at any time from the Fixed
Account Option.
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Payment of Full or Partial Surrenders
In the event of a partial surrender from the Fixed Account Option, we will pay
the requested value less any applicable Sales Charges. All partial surrenders
will be made on a last-in, first-out basis. If an allocated account is
surrendered for reasons other than contract termination, we will pay the Cash
Value less any Premium Tax, the administrative charge, and any Sales Charges, as
applicable. PLEASE CONSULT THE ACCOMPANYING VARIABLE ANNUITY CONTRACT PROSPECTUS
FOR ANY APPLICABLE SALES CHARGES.
Contract Termination
If the Contract is discontinued, no further Purchase Payments or transfers will
be allowed. On the date we receive a written request to terminate the contract,
or within 31 days after we notify you of our intent to terminate the contract,
any amounts transferred from the Fixed Account Option to the Separate Account
Options during the 30 days before the date of discontinuance will be transferred
back to the Fixed Account Option.
If the Contract is discontinued because of Plan termination due to the
dissolution or liquidation of the employer under US Code Title 11 procedures,
the Cash Surrender Value will be distributed directly to the employees entitled
to share in such distributions pursuant to the plan. Distribution may be in the
form of cash payments, annuity options or deferred annuities. This provision
does not apply to plans established under Section 457 of the Code.
If the Contract Owner requests a full surrender of the contract or of all
contract values held in the Fixed Account Option for reasons other than listed
above; or if the Company discontinues the contract, the Company will determine
the Market Adjusted Value of the Fixed Account Option.
The amount payable to the Contract Owner if a Contract is discontinued may be
lowered by the application of the Market Value Adjustment formula. The formula
is the following:
Market Adjusted Value = Cash Value X (1 + R0)(5)/(1 + R1 + .0025)(5)
Where:
R0 is the interest rate credited to amounts in the Fixed Account
Option at the time of termination,
R1 is the interest rate credited on new deposits for this class of
contracts at the time of termination.
If, as of the date of discontinuance, the Market Adjusted Value is less than the
Cash Value of the Fixed Account Option, the Contract Owner may select one of the
payment methods described below:
1) the Market Adjusted Value (less any applicable Sales Charge) in one lump
sum within 60 days of the date of discontinuance, or
2) The Cash Surrender Value of the Fixed Account Option in installments
over a 5-year period. The amount deducted on Surrender, if any, is
determined as of the date of discontinuance, and will apply to all
installment payments. Interest will be credited to the remaining Cash
Value of the Fixed Account Option during this installment period at a
fixed effective annual interest rate of not less than 3%. The first
payment will be made no later than 60 days following the Contract
Owner's request for surrender or our written notification of our intent
to discontinue the contract. The remaining payments will be mailed on
each anniversary of the discontinuance for four years. During that
period, no additional surrenders are allowed.
If, as of the date of discontinuance, the Market Adjusted Value is greater than
the Cash Value of the Fixed Account Option, the Contract Owner may select one of
the payment methods as described below:
1) the Cash Surrender Value of the Fixed Account Option, in one lump sum
within 60 days of the date of discontinuance, or
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2) The Cash Value of the Fixed Account Option in installments over a 5-year
period. Interest will be credited to the remaining Cash Value of the
Fixed Account Option during this installment period at a fixed effective
annual interest rate of not less than 3%. The first payment will be made
no later than 60 days following the Contract Owner's request for
surrender or our written notification of our intent to discontinue the
contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.
ANNUITY PERIOD
We will normally make annuity payments within fifteen business days after we
receive a settlement claim, or any other later specified date. Subsequent
payments will be made periodically on the anniversaries of the first payment.
The Separate Account contract prospectus describes more fully the Annuity Period
and annuity options under the contracts. Please note, however, that
annuitization is irrevocable; once fixed Annuity payments have begun, the
annuity benefit cannot be surrendered for a lump sum settlement.
INVESTMENTS BY THE COMPANY
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We must invest our assets according to applicable state laws regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within specified
limits and subject to certain qualifications, in federal, state, and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. All General Account assets
of the Company would be available to meet the Company's guarantee under the
Fixed Account Option. The proceeds from the Fixed Account Option will become
part of the Company's general assets and are available to fund the claims of all
classes of customers of the Company.
In establishing Declared Interest Rates, the Company will consider the yields
available on the instruments in which it intends to invest the amounts directed
to the Fixed Account Option. The current investment strategy for the Contracts
is to invest in investment-grade fixed income securities, including public
bonds, privately placed bonds, and mortgages, some of which may be zero coupon
securities. While this generally describes our investment strategy, we are not
obligated to follow any particular strategy except as may be required by federal
and state laws.
DISTRIBUTION OF THE CONTRACTS
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Travelers Distribution, LLC (TDC), an affiliate of the Company, is the principal
underwriter of the Contracts. TDC is registered with the Securities and Exchange
Commission under the 1934 Act as a broker-dealer, and is a member of the
National Association of Securities Dealers, Inc.
The principal underwriter enters into selling agreements with certain
broker-dealers registered under the 1934 Act. Under the selling agreements such
broker-dealers may offer Contracts to persons who have established an account
with the broker-dealer.
Up-front compensation paid to sales representatives will not exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. From time to time,
the Company may or permit other promotional incentives in cash, credit or other
compensation.
From time to time, the Company may offer customers of certain broker-dealers
special Guaranteed Interest Rates and negotiated commissions. In addition, the
Company may offer Contracts to members of certain other eligible groups through
trusts or otherwise.
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FEDERAL INCOME TAX CONSIDERATIONS
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Taxation of the Company
The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. The assets underlying the Fixed Account Option under the contracts
will be owned by the Company. The income earned on such assets will be the
Company's income.
Information Regarding the Contracts
Tax information of the Contracts/Certificates and distributions is briefly
described in the accompanying Contract Prospectus.
AVAILABLE INFORMATION
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The Company files reports and other information with the Securities and Exchange
Commission ("Commission"), as required by law. You may read and copy this
information and other information at the following locations:
- public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C.
- the Commission's Regional Offices located at Seven World Trade Center,
New York, New York 10048,
- the Commission's Regional Offices located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Under the Securities Act of 1933, the Company has filed with the Commission a
registration statement (the "Registration Statement") relating to the Fixed
Account Option offered by this Prospectus. This Prospectus has been filed as a
part of the Registration Statement and does not contain all of the information
set forth in the Registration Statement and the exhibits, and reference is
hereby made to such Registration Statement and exhibits for further information
relating to the Company and the Contracts. The Registration Statement and the
exhibits may be inspected and copied as described above. Although the Company
does furnish the Annual Report on Form 10-K for the year ended December 31, 1999
to owners of contracts or certificates, the Company does not plan to furnish
subsequent annual reports containing financial information to the annuity
contract or certificate owners described in this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Company's latest Annual Report on Form 10-K and the Company's quarterly
report on Form 10-Q for the period September 30, 2000 have been filed with the
Commission. They are incorporated by reference into this Prospectus and copies
must accompany this Prospectus.
The Form 10-K for the fiscal year ended December 31, 1999 and the Form 10-Q
contain additional information about the Company, including audited financial
statements for the Company's latest fiscal year. The Form 10-K was filed on
March 21, 2000. The Form 10-Q was filed on , 2000. Both Forms were filed
via EDGAR No. 33-33691.
If requested, the Company will furnish, without charge, a copy of any and all of
the documents incorporated by reference, other than exhibits to those documents
(unless such exhibits are specifically incorporated by reference in those
documents). You may direct your requests to The Travelers Life and Annuity
Company, One Tower Square, Hartford, Connecticut 06183-5030, Attention: Annuity
Services. The telephone number is (860) 422-3985. You may also obtain
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copies of any documents, incorporated by reference into this prospectus by
accessing the SEC's website (http://www.sec.gov).
LEGAL OPINION
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Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Fixed Account Option described in this Prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law, and the validity of the forms such Contracts under Connecticut
law have been passed on by the General Counsel of the Company.
EXPERTS
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(To be added by amendment)
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THE TRAVELERS LIFE AND ANNUITY COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS
L-12918 01/2001
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fees: $52,800 for $200,000,000 in interests of Fixed Annuity
Contracts
Estimate of Printing Costs: $4,000
Cost of Independent Auditors: $ 4,000
Item 15. Indemnification of Directors and Officers
Sections 33-770 et seq inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses actually incurred in connection with proceedings against the
corporation. The corporation's obligation to provide such indemnification
generally does not apply unless (1) the individual is wholly successful on the
merits in the defense of any such proceeding; or (2) a determination is made
(by persons specified in the statute) that the individual acted in good faith
and in the best interests of the corporation and in all other cases, his
conduct was at least not opposed to the best interests of the corporation, and
in a criminal case he had no reasonable cause to believe his conduct was
unlawful; or (3) the court, upon application by the individual, determines in
view of all of the circumstances that such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings,
subject to certain limitations.
Citigroup Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Registrant. This insurance provides for coverage against loss from claims made
against directors and officers in their capacity as such, including, subject
to certain exceptions, liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE> 18
Item 16. Exhibits
(a) Exhibits
1. Distribution and Principal Underwriting Agreement. To be
filed by amendment.
2. None
3(a). Charter of The Travelers Life and Annuity 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. 333-40191 filed November 13, 1997).
3(b). By-Laws of The Travelers Life and Annuity Company, as
amended on October 20, 1994. (Incorporated herein by
reference to Exhibit 6(b) to the Registration Statement on
Form N-4, File No. 333-40191 filed November 13, 1997.)
4. Contracts. (Incorporated herein by reference to Exhibit 4
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-4, File No. 333-58809 filed November 3,
1998.)
5. Opinion Re: Legality, Including Consent.
10. None.
23(a). Consent of KPMG LLP, Independent Certified Public
Accountants. To be filed by amendment.
23(b). Consent of Counsel (see Exhibit 5).
24(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen
A. McGah as signatory for George C. Kokulis, Katherine M.
Sullivan, Glenn Lammey and Marla Berman Lewitus.
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows, pursuant to Item 512
of Regulation S-K:
1. To file, during any period in which offers or sales of the
registered securities are being made, a post-effective
amendment to this registration statement:
i. to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
ii. to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price set
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement, and
<PAGE> 19
iii. to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes as follows, pursuant to Item
512(h) of Regulation S-K:
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on November 3, 2000.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)
By:*GLENN D. LAMMEY
-------------------------------------------
Glenn D. Lammey
Chief Financial Officer,
Chief Accounting Officer and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on November 3, 2000.
*GEORGE C. KOKULIS Director, President and Chief Executive Officer
------------------------- (Principal Executive Officer)
(George C. Kokulis)
*GLENN D. LAMMEY Director, Chief Financial Officer
------------------------- Chief Accounting Officer and Controller
(Glenn D. Lammey) (Principal Financial Officer)
*MARLA BERMAN LEWITUS Director
-------------------------
(Marla Berman Lewitus)
*KATHERINE M. SULLIVAN Director
-------------------------
(Katherine M. Sullivan)
*By: /s/Ernest J. Wright, Attorney-in-Fact
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
-------- ----------- ----------------
<S> <C> <C>
1. Distribution and Principal Underwriting Agreement To be filed by
amendment
5. Opinion Re: Legality, Including Consent. Electronically
23(a). Consent of KPMG LLP, Independent To be filed by
Certified Public Accountants. amendment
24(b). Powers of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for George C. Kokulis,
Glenn D. Lammey, Marla Berman Lewitus and
Katherine M. Sullivan.
</TABLE>
