<PAGE> 1
FILE NOS: 2-53757
811-2571
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF ANNUAL MEETING
March 6, 1998
To Variable Annuity Contract Owners:
Notice is hereby given that the Annual Meeting of Variable Annuity Contract
Owners of The Travelers Quality Bond Account for Variable Annuities ("Account
QB") will be held at its offices at One Tower Square, Hartford, Connecticut, on
Monday, April 27, 1998 at 9:00 a.m. for the following purposes:
1. To elect five (5) members of the Board of Managers to serve until
the next annual meeting and until their successors are elected and qualify.
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants of Account QB for the year ending December 31, 1998.
3. To act on any and all other business as may properly come before
the meeting.
The close of business on February 20, 1998 has been fixed as the record
date for the determination of Variable Annuity Contract Owners entitled to
notice of and to vote at said meeting.
By order of the Board of Managers.
LOGO
ERNEST J. WRIGHT, SECRETARY
Please complete and return the enclosed proxy card as soon as possible in
the post-paid envelope provided. Your prompt response is appreciated.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN.
002
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THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON MONDAY, APRIL 27, 1998
THE BOARD OF MANAGERS OF THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT QB) SOLICITS YOUR PROXY FOR USE AT THE ANNUAL MEETING OF
CONTRACT OWNERS AND AT ANY ADJOURNMENT OF IT. The annual meeting will be held at
9:00 a.m. on Monday, April 27, 1998, at the offices of Account QB, One Tower
Square, Hartford, Connecticut. This proxy material is being to be mailed to
Contract Owners beginning on or about March 6, 1998.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to Account QB's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any. If no specification is made, the proxy card will be voted for the election
of the five nominees for members of the Board of Managers listed in this proxy
statement and for the ratification of the selection of Coopers & Lybrand L.L.P.
as independent accountants for the fiscal year ending December 31, 1998.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by The Travelers
Insurance Company ("Travelers Insurance"), the issuer of the variable annuity
contracts that use Account QB as an investment alternative. Proxies may be
solicited by directors, officers or employees of Travelers Insurance on behalf
of the Board of Managers of Account QB, either in person, by telephone or by
telegram.
CONTRACT OWNERS AND THE VOTE
Only Contract Owners of record at the close of business on February 20,
1998 (the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 36,298,192.185 units of Account QB
outstanding and entitled to be voted at the meeting. The number of full and
fractional votes, which you as a Contract Owner are entitled to cast is set
forth on the enclosed proxy card. As of January 31, 1998, no single person or
entity owned beneficially a contract or contracts entitling it to cast more than
5% of the total outstanding votes.
VOTE REQUIRED
Approval of Proposals 1, and 2 require the affirmative vote of the holders
of a majority of the voting securities present at the meeting in person or by
proxy. A quorum present for Proposals 1 and 2 is 35% of the voting securities of
Account QB present at the meeting in person or by proxy. Abstentions will be
counted as present for purposes of determining a quorum, but will not be counted
as voting with respect to those proposals from which Contract Owners abstain.
<PAGE> 4
ANNUAL REPORT
Account QB's Annual Report containing financial statements for the fiscal
year ended December 31, 1997 was mailed to Contract Owners of record as of
December 31, 1997. Copies of the Annual Report and the most recent semi-annual
report succeeding Account QB's Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030, without charge or by calling 1-800-842-9368.
1. ELECTION OF THE BOARD OF MANAGERS
At the meeting, five (5) members of the Board of Managers are to be elected
to hold office until the next annual meeting and until their successors shall
have been elected and qualify. Unless this authority has been withheld on the
proxy card, it is intended that the proxy card will be voted for the election of
the five (5) nominees named below. If any of the nominees are unable to serve at
the time of the meeting, and there is no reason to believe they will not serve,
the persons named as proxies may vote for any other person or persons as they
may determine at their discretion. The following nominees are recommended by the
Nominating Committee pursuant to their meeting held on January 30, 1998.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/97
----------- -------------------- ---------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 64 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President and Director
(1994-present), Mutual Management Corp.; Director and
President (1996-present), Travelers Investment Adviser,
Inc.; Chairman and Director of forty-two investment
companies associated with Smith Barney; Chairman, Board of
Trustees, Drew University; Advisory Director, First Empire
State Corporation; Chairman, Board of Managers, seven
Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice
President of Shearson Lehman Brothers Inc.; Vice Chairman
of Shearson Asset Management; Director of PanAgora Asset
Management, Inc. and PanAgora Management Limited.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 74 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1975 thirty-one mutual funds sponsored by Keystone Group, Inc.;
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
</TABLE>
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<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/97
----------- -------------------- ---------
<C> <S> <C>
Robert E. McGill, Retired manufacturing executive. Director (1983-1995), None
III Executive Vice President (1989-1994) and Senior Vice
Age 66 President, Finance and Administration (1983-1989), The
Member Since 1975 Dexter Corporation (manufacturer of specialty chemicals
and materials); Vice Chairman (1990-1992), Director
(1983-1995), Life Technologies, Inc. (life
science/biotechnology products); Director (1994-present),
The Connecticut Surety Corporation (insurance); Director
(1995-present) CN Bioscience, Inc. (life sci-
ence/biotechnology products); Director (1995-present),
Chemfab Corporation (specialty materials manufacturer);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 55 Marquette University; Professor of Finance (1980-1995) and
Member Since 1990 Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Frances M. Hawk, Private Investor (1997-present), Portfolio Manager (1992- None
CFA, CFP 1997), HLM Management Company, Inc. (investment manage-
Age 50 ment); Assistant Treasurer, Pensions and Benefits
Member Since 1991 Management (1989-1992), United Technologies Corporation
(broad-based designer and manufacturer of high technology
products); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
</TABLE>
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- ---------------
+ These seven Variable Annuity Separate Accounts are: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Growth and Income Stock Account for
Variable Annuities; The Travelers Timed Short-Term Bond Account for Variable
Annuities; The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the Investment
Company Act of 1940, as amended ("1940 Act") by virtue of his position as
Managing Director of Smith Barney and Director of The Travelers Investment
Management Company, the investment adviser to some of the Separate Accounts,
both indirect wholly owned subsidiaries of Travelers Group Inc. Mr. McLendon
also owns shares and options to purchase shares of Travelers Group Inc., the
indirect parent of The Travelers Insurance Company.
Prior to each annual meeting of Contract Owners at which members of the
Board of Managers are to be elected, or if a vacancy in the Board of Managers
occurs between such meetings, the Nominating Committee of the Board of Managers
recommends candidates for nomination as members of the Board of Managers.
Account QB's Nominating Committee consists of those members of the Board of
Managers who are not "interested persons" as defined in the 1940 Act. Currently,
these are Knight Edwards, Robert E. McGill, III, Lewis Mandell and Frances M.
Hawk. During the fiscal year ended December 31, 1997, the Nominating Committee
held one meeting. The Committee will consider potential nominees recommended by
Contract Owners. Any Contract Owner desiring to present a candidate to the
Committee for consideration should submit the name of the candidate, in writing,
to Account QB's Secretary prior to December 31, 1998.
MEETINGS
There were four regular meetings and two special meetings of the Board of
Managers of Account QB during 1997. All members of the Board of Managers
attended at least 75% of the aggregate of its meetings and the meetings of the
committees of which they were members.
REMUNERATION OF THE BOARD OF MANAGERS
Members of the Board of Managers who are also employees of Travelers Group
Inc. or its subsidiaries are not entitled to any fee. Members of the Board of
Managers who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $19,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,500 for each meeting of such Boards attended.
Currently Travelers Insurance pays such compensation under an agreement with
Account QB.
In addition, the Fund has adopted an Emeritus Program for non-interested
Board members pursuant to which the Fund's Board and the management of the Fund
can continue to benefit from the experience of long-time Board members who have
resigned from the Board. Pursuant to this
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Program, Board members with 10 years of service may agree to provide services as
an emeritus director at age 72 and, pursuant to resolutions adopted by the Fund,
must retire from the Board at age 80. Service as an emeritus director is limited
to 10 years. Each emeritus director agrees to be available for consultation with
the Board and management of the Fund and may attend Board meetings.
BOARD MEMBER COMPENSATION, BOARD AND COMMITTEE MEETINGS
<TABLE>
<CAPTION>
AMOUNTS PAID DURING CALENDAR YEAR
ENDED DECEMBER 31, 1997 FOR
FIVE MUTUAL FUNDS AND SEVEN VARIABLE
BOARD MEMBER SEPARATE ACCOUNTS (AGGREGATE FEE)
- ------------ ------------------------------------
<S> <C>
Heath B. McLendon N/A
Knight Edwards $31,500.00
Robert E. McGill III $34,000.00
Lewis Mandell $34,000.00
Frances M. Hawk $34,000.00
</TABLE>
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account QB recommends approval of the Proposal to
elect the five (5) members of the Board.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Contract Owners ratify the action of the Board of
Managers, taken on January 30, 1998, by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account QB, to select the firm of Coopers & Lybrand L.L.P. as the independent
accountants of Account QB for the fiscal year ending December 31, 1998. A
representative from Coopers & Lybrand L.L.P. is expected to be present at the
meeting with the opportunity to make a statement if desired, and is expected to
be available to respond to appropriate questions.
The services provided to Account QB by Coopers & Lybrand L.L.P. were in
connection with the audit function for the year 1997 and included primarily the
examination of Account QB's financial statements and the review of filings made
with the Securities and Exchange Commission.
The Board also has an Audit Committee consisting of those members who are
not "interested persons" as defined in the 1940 Act. The Audit Committee reviews
the scope and results of the Fund's annual audits with the Fund's independent
accountant and recommends the engagement of the accountants. Currently, the
members of the Audit Committee are Knight Edwards, Robert E. McGill III, Lewis
Mandell and Frances M. Hawk who are not "interested persons" as defined in the
1940 Act. During the fiscal year ended December 31, 1997, the Audit Committee
held one meeting.
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RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account QB recommends approval of the Proposal to
ratify the selection of Coopers & Lybrand L.L.P. as independent accountants.
3. OTHER BUSINESS
The Board of Managers knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy discretion to vote
according to their best judgment if any other business properly comes before the
meeting.
ADDITIONAL INFORMATION
CONTRACT OWNER PROPOSALS
All Contract Owner proposals to be included in the Proxy Statement for the
next annual meeting must be received by Account QB's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 1, 1998.
It is suggested that Contract Owners submit their proposals by Certified
Mail -- Return Receipt Requested. The Securities and Exchange Commission has
adopted certain requirements which apply to any proposals of Contract Owners.
THE INVESTMENT ADVISER
Travelers Asset Management International Corporation ("TAMIC"), One Tower
Square, Hartford, Connecticut, serves as investment adviser to Account QB.
DISTRIBUTION AND MANAGEMENT AGREEMENT
Tower Square Securities, Inc. ("Tower Square"), One Tower Square, Hartford,
Connecticut, is the principal underwriter for Account QB. Travelers Insurance,
One Tower Square, Hartford, Connecticut is the administrator of Account QB.
OFFICERS OF THE FUND
<TABLE>
<CAPTION>
POSITION
HELD
NAME TITLE SINCE
---- ----- --------
<S> <C> <C>
Ernest J. Wright..................... Secretary October 21, 1994
Kathleen A. McGah.................... Assistant Secretary January 27, 1995
David A. Golino...................... Principal Accounting Officer January 30, 1998
</TABLE>
The officers of the Fund serve for one year or until their respective
successors are chosen and qualified. The Fund pays no salaries or compensation
to any of its officers, all of whom are employees of The Travelers Insurance
Company or its affiliates.
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THE TRAVELERS
QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT
VG-102 1998
002
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THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Annual Meeting of Contract Owners to be held on April 27, 1998
The undersigned, revoking all proxies heretofore given, hereby appoints Heath
B. McLendon, Robert E. McGill, III, or either one of them, as Proxies, with
full power of substitution, to vote on behalf of the undersigned all units of
The Travelers Quality Bond Account for Variable Annuities which the
undersigned is entitled to vote at the Annual Meeting of Contract Owners to be
held at 9:00 a.m. on Monday, April 27, 1998 at One Tower Square, Hartford,
Connecticut, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged, and in their discretion, upon such
other matters as may properly come before the Annual Meeting or any adjournment
thereof.
<TABLE>
<S> <C> <C> <C>
Please vote by filling in the appropriate box below, as shown, using blue or black ink
or dark pencil. Do not use red ink. [X] FOR WITHHOLD FOR, except
all AUTHORITY vote withheld
nominees for all for nominees
nominees listed below
1. Election of the Board of Managers - Nominees:
Heath B. McLendon, Knight Edwards, Robert E. McGill, III, Lewis Mandell, [ ] [ ] [ ]
and Frances M. Hawk.
------------------------------------------------------------------------
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent FOR AGAINST ABSTAIN
accountants for the fiscal year ending December 31, 1998. [ ] [ ] [ ]
</TABLE>
In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD.
<PAGE> 11
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD OF
MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1, AND 2. THE UNITS
REPRESENTED HEREBY WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE:_____________________, 1998
If signing in a representative capacity
(as attorney, executor or administrator,
trustee, guardian or custodian, corporate
officer or general partner), please
indicate such capacity following
signature. Proxies for custodian accounts
must be signed by the named custodian, not
by the minor.
Signature(s) if held jointly (Title(s), if
required)
