01—Abstract
Summary
Summary of the 10-K/A filed June 28, 1996. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 1 to Travelers Group Inc.'s (formerly The Travelers Inc.; ticker C) 1995 Form 10-K, filed June 28, 1996.
It was filed primarily to add the 1995 financial statements of two employee savings plans (the Travelers Savings, Investment and Stock Ownership Plan and the Travelers Group 401(k) Savings Plan) as exhibits, pursuant to Rule 15d-21, and to make minor exhibit changes. The text of Item 14 is otherwise unchanged from the original 10-K, so the filing does not contain new company-wide operating results, balance sheet, or earnings data; those are incorporated by reference from the 1995 Annual Report to Stockholders (Exhibit 13.01, pages 30-70) and the original filing. For investors, the most useful information is the context on capital structure and corporate events.
About 319 million common shares were outstanding as of March 6, 1996, with non-affiliate market value of roughly $21 billiona. The filing references a 3-for-2 stock split effected May 24, 1996, which is noted in the plan statements and affects share counts and the conversion rate on the ESOP's Series C Convertible Preferred Stock (from 0.80423 to 1.2063). Significant 1995 corporate activity disclosed in the exhibits includes the October 1995 disposition of the company's interest in MetraHealth Companies to United HealthCare, and the agreement (November 1995) to acquire the domestic property and casualty insurance operations of Aetna, with related 8-K filings.
The Travelers Insurance Group Inc. is named as a subsidiary, and the Smith Barney and Shearson-related plan assets reflect the company's brokerage and asset management businesses. The only litigation disclosed is a July 1995 purported class action (Vennettilli v. Primerica Inc.) concerning oil and gas interests sold by an affiliated marketing organization.
Management believes it has meritorious defenses, and the filing describes the alleged conduct as not involving Company securities. Investors wanting profitability, segment, or balance sheet detail should consult the original 1995 10-K and the Annual Report exhibit rather than this amendment.
02—Key points
Key Highlights
- Form 10-K/A-1 filed June 28, 1996 primarily to add 1995 employee savings plan financial statements (Rule 15d-21); Item 14 text otherwise unchanged from the original filing.
- Approximately 319.1 million common shares outstanding as of March 6, 1996; non-affiliate market value about $21 billion.
- A 3-for-2 common stock split was effected May 24, 1996, adjusting the ESOP Series C Preferred conversion rate to 1.2063 from 0.80423.
- October 1995: disposed of interest in MetraHealth Companies, Inc. to United HealthCare Corporation.
- November 1995 agreement to purchase the domestic property and casualty insurance operations of Aetna Life and Casualty, with related 8-K filings in December 1995 and January 1996.
- Savings plans held about $1.11 billion (Travelers Savings, Investment and Stock Ownership Plan) and $1.22 billion (Travelers Group 401(k) Savings Plan) in net assets at year-end 1995, with substantial holdings of Travelers Group common stock.
- Only disclosed legal matter is a July 1995 class action (Vennettilli v. Primerica) tied to oil and gas interests sold by agents; management intends to contest it.
03—Questions
Frequently Asked Questions
Does this filing contain Travelers Group's 1995 revenue, net income, or balance sheet?
No. This amendment only adds exhibits (employee savings plan financial statements) and minor exhibit changes. The company's consolidated financial statements are incorporated by reference from the 1995 Annual Report to Stockholders (Exhibit 13.01) and the original Form 10-K.
Why was this 10-K/A-1 filed?
It was filed under Rule 15d-21 to include the 1995 financial statements of the company's employee savings plans as exhibits, as required for Form 11-K purposes, and to make certain other exhibit changes.
How did the 3-for-2 stock split affect shareholders and the ESOP preferred stock?
Travelers Group declared a 3-for-2 split payable May 24, 1996, to holders of record May 6, 1996. The conversion rate on the Series C Convertible Preferred Stock held by the ESOP was adjusted from 0.80423 to 1.2063 common shares per preferred share, effective for conversions on or after January 1, 1998.
Were there significant corporate transactions in late 1995?
Yes. The company sold its interest in MetraHealth Companies to United HealthCare in October 1995 and agreed in November 1995 to acquire Aetna's domestic property and casualty insurance operations, which were reported in 8-K filings.
Is there material litigation risk disclosed?
The only specific proceeding disclosed is a July 1995 purported class action (Vennettilli v. Primerica Inc.) in the Eastern District of Michigan, alleging securities violations and fraud related to oil and gas interests sold by agents, which did not involve company securities. The company says it has meritorious defenses and will contest it. The amount sought is unspecified.
04—Continue