01—Abstract
Summary
Summary of the 10-K/A filed July 12, 1995. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 2 (Form 10-K/A-2) to the fiscal 1994 annual report of Travelers Group Inc. (not Citigroup Inc., which the Travelers Group later became through its 1998 merger with Citicorp).
It is a narrow exhibit-correction filing. Its stated purpose is to fix errors in Form 10-K/A-1, which had added employee savings plan financial statements under Rule 15d-21 and made other exhibit changes. The text of Item 14 is otherwise unchanged from the original 10-K.
The document does not contain the company's financial statements or results of operations. Those are incorporated by reference from the 1994 Annual Report to Stockholders (Exhibit 13.01, pages 29 through 68), which is not reproduced in this text. The cover data gives investors the basic profile.
Travelers Group had about 320.96 million common shares outstanding as of March 10, 1995, with an aggregate market value of voting stock held by nonaffiliates of roughly $11.84 billiona. The company was headquartered at 388 Greenwich Street, New York. Its securities were listed on the NYSE and Pacific Stock Exchange (common) and the NYSE (several preferred depositary share classes, the 7 3/4% notes due 1999, the 7 5/8% notes due 1997, and 1998 warrants).
The exhibit index points to the company's history as a combination of Primerica, Commercial Credit, and the old Travelers Corporation (merged in 1993), together with the 1993 Smith Barney asset purchase from Shearson Lehman and executive employment agreements. For investors, the practical takeaway is that this amendment does not change the company's reported results.
Anyone analyzing 1994 performance should rely on the original 10-K and the Annual Report exhibit, not on this filing's text alone. The amendment's main significance is the addition of employee savings plan financial statements, which are supplementary to the company's disclosure.
02—Key points
Key Highlights
- Filing is Form 10-K/A-2 for fiscal year ended December 31, 1994, for Travelers Group Inc. (NYSE: common stock also on Pacific Stock Exchange), not Citigroup Inc.
- Amendment purpose is limited to correcting errors in the prior 10-K/A-1 and making exhibit-related changes; Item 14 text is otherwise unchanged from the original filing.
- About 320,960,465 common shares outstanding as of March 10, 1995, with nonaffiliate market value of roughly $11.84 billion.
- Financial statements are incorporated by reference from the 1994 Annual Report to Stockholders (Exhibit 13.01, pages 29 to 68), so core financial results are not contained in this document.
- Employee savings plan financial statements (Travelers Savings, Investment and Stock Ownership Plan and Travelers Group 401(k) Savings Plan) were filed as exhibits under Rule 15d-21.
- Capital structure includes multiple preferred issues (8.125% Series A depositary shares, 5.50% Series B convertible, 9.25% Series D depositary shares) and 1998 warrants on the NYSE.
- Exhibit index reflects the 1993 merger with The Travelers Corporation and the 1993 Smith Barney asset purchase agreement with Shearson Lehman, both key to the company's post-1993 structure.
03—Questions
Frequently Asked Questions
Does this filing contain Travelers Group's 1994 financial results?
Not directly. The financial statements and MD&A are incorporated by reference from the 1994 Annual Report to Stockholders, filed as Exhibit 13.01 (pages 29 to 68 of that report). This amendment mainly corrects exhibits, so investors should review the original 10-K and that Annual Report exhibit for performance data.
Why was this amendment filed?
The company filed it to correct errors in Form 10-K/A-1, which had added employee savings plan financial statements under Rule 15d-21 and made other exhibit changes. The explanatory note states that, other than related exhibit index additions, Item 14 text was not amended.
How many shares were outstanding and what was the public float value?
As of March 10, 1995, there were 320,960,465 common shares outstanding, par value $.01. The aggregate market value of voting stock held by nonaffiliates was approximately $11.84 billion on that date.
Which securities are listed and where?
Common stock is listed on the New York and Pacific Stock Exchanges. Depositary shares for the 8.125% Series A preferred, depositary shares for the 9.25% Series D preferred, the 5.50% Series B convertible preferred, the 7 3/4% notes due 1999, the 7 5/8% notes due 1997, and the 1998 warrants are listed on the New York Stock Exchange.
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