UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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THE TRAVELERS CORPORATION
(Name of Issuer)
Common Stock, par value $1.25 per share
(Title of Class of Securities)
894180-10-8
(CUSIP Number)
Charles O. Prince, Senior Vice President and Secretary,
The Travelers Inc. (formerly Primerica Corporation),
65 East 55th Street, New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 30, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement
. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
<PAGE>
be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 4 relates to a Schedule 13D dated December 23,
1992 filed with the Securities and Exchange Commission by
Primerica Corporation ("Primerica"), CCC Holdings, Inc. and
Commercial Credit Company, as amended by Amendment No. 1 dated
September 22, 1993, Amendment No. 2 dated September 23, 1993 and
Amendment No. 3 dated September 23, 1993 (as so amended and as
amended hereby, the "Schedule 13D"). Only answers changed from
those previously filed are set forth herein. Unless otherwise
indicated, all terms used herein shall have the meanings ascribed
to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The response to Item 5 set forth in Amendment No. 3 to
the Schedule 13D is hereby amended to read in its entirety as
follows:
On December 30, 1993, the shareholders of the Issuer
and the stockholders of Primerica approved the Agreement and Plan
of Merger dated as of September 23, 1993. The Certificate of
Merger effecting the merger of the Issuer with and into Primerica
(the "Merger Certificate") was filed on December 30, 1993, with
an effective date and time for the merger of 3:00 P.M. on
December 31, 1993 (the "Effective Time"). The Merger Certificate
provides for the Issuer's Common Stock to be automatically
converted into the right to receive 0.80423 of a share of
Primerica common stock, par value $0.01 per share. Accordingly,
as of and after the Effective Time the securities of the Issuer
for which this Schedule 13D was filed no longer represent a class
of "equity securities" of the Issuer as defined in Rule 13d-
1(1)(d). The appropriate actions have been or will be taken to
deregister and delist such securities in light of consummation of
the merger.
<PAGE>
SCHEDULE 13D
CUSIP No. 894180-10-8
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 10: Agreement of
joint filing of
Amendment No. 4
<PAGE>
SCHEDULE 13D
CUSIP No. 894180-10-8
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
THE TRAVELERS INC.
(formerly Primerica Corporation)
CCC HOLDINGS, INC.
COMMERCIAL CREDIT COMPANY
By: /s/ Charles O. Prince, III
--------------------------------
Name: Charles O. Prince, III
Title: Authorized Officer
Date: January 5, 1994
<PAGE>
SCHEDULE 13D
CUSIP No. 894180-10-8
EXHIBIT 10
The undersigned corporations agree that the foregoing
Amendment No. 4 to Schedule 13D, dated December 30, 1993, is
being filed with the Securities and Exchange Commission on behalf
of The Travelers Inc. (formerly Primerica Corporation), CCC
Holdings, Inc. and Commercial Credit Company.
THE TRAVELERS INC.
(formerly Primerica Corporation)
CCC HOLDINGS, INC.
COMMERCIAL CREDIT COMPANY
By: /s/ Charles O. Prince, III
-----------------------------------
Name: Charles O. Prince, III
Title: Authorized Officer
Date: January 5, 1994
