As filed with the Securities and Exchange Commission on August 20, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Travelers Property Casualty Corp.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut 06-1008174
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Tower Square
Hartford, Connecticut 06183
(860) 277-0111
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Principal Executive Offices)
Travelers 401(k) Savings Plan
(Full Title of the Plans)
James M. Michener, Esq.
General Counsel
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
(860) 277-0111
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) per Share(2) Price(2) Fee(4)
Class A Common Stock, par
value $0.01 per share(3) 2,000,000 $16.06 $32,120,000 $2,955.04
=============================================================================================================
Class B Common Stock,
par value $0.01 per share(3) 5,000,000 $17.60 $88,000,000 $8,096
=============================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement shall also cover, in addition to the
number of shares stated above, (i) an indeterminate amount of
interests to be offered or sold pursuant to the Travelers 401(k)
Savings Plan (the "Plan") and (ii) an indeterminate number of
additional shares of Class A Common Stock and Class B Common Stock
(collectively, the "Common Stock"), which may become issuable under
the Plan by reason of certain corporate transactions or events,
including any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high and low sale prices of the
Common Stock respectively, on the New York Stock Exchange on August
15, 2002.
(3) The Common Stock includes the associated rights to purchase Series A
Junior Participating Preferred Stock, par value $0.01 per share. The
rights to purchase the Series A Junior Participating Preferred Stock
are attached to and trade with the shares of the Common Stock. Value
attributed to such rights, if any, is reflected in the market price
of the Common Stock.
(4) Fee computed pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended.
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The Registration Statement shall become effective upon filing in
accordance with Rule 462(a) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Travelers Property Casualty Corp. (the "Registrant") hereby files this
Registration Statement on Form S-8 relating to (i) 2,000,000 shares of the
Registrant's Class A Common Stock par value $0.01 per share ("Class A
Common Stock") and (ii) 5,000,000 shares of the Registrant's Class B Common
Stock par value $0.01 per share ("Class B Common Stock"), issuable pursuant
to the Travelers 401(k) Savings Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission
(the "Commission"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken altogether,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(a) The Registrant's Prospectuses dated March 21, 2002, as filed
with the Commission on March 22, 2002, pursuant to Rule 424(b) under the
Securities Act.
(b) The following documents as filed by the Registrant with the
Commission (File No. 1-31266):
(1) Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, filed with the Commission on May 15, 2002.
(2) Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, filed with the Commission on August 12, 2002.
(3) Current Report on Form 8-K filed with the Commission on May
10, 2002.
(4) Current Report on Form 8-K filed with the Commission on April
15, 2002.
(5) Current Report on Form 8-K filed with the Commission on July
18, 2002.
(6) Current Report on Form 8-K filed with the Commission on August
2, 2002.
(c) The description of the Registrant's Class A Common Stock and
Class B Common Stock contained in Item 1of the Registrant's Registration
Statement on Form 8-A filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on March
12, 2002 and July 29, 2002 respectively, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorpo rated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such docu ments. Statements contained in this Registration Statement or in
a document incorporated by reference may be modified or superseded by later
statements in this Registration Statement or by statements in subsequent
documents incorporated by reference, in which case you should refer to the
later statement.
Item 4. Description of the Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 33-771 of the Connecticut Business
Corporation Act, or the CBCA, provides that a corporation may indemnify an
individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if: (1)(A) he conducted himself in
good faith; (B) he reasonably believed (i) in the case of conduct in his
official capacity, that his conduct was in the best interests of the
corporation; and (ii) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct
was unlawful; or (2) he engaged in conduct for which broader
indemnification has been made permissible or obligatory under a provision
of the certificate of incorporation as authorized by the CBCA.
Subsection (b) of Section 33-771 of the CBCA provides that a
director's conduct with respect to an employee benefit plan for a purpose
he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement that
his conduct was at least not opposed to the best interests of the
corporation.
Subsection (c) of Section 33-771 of the CBCA provides that the
termination of a proceeding by judgment, order, settlement or conviction or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the relevant standard of
conduct described in Section 33-771 of the CBCA.
Subsection (d) of Section 33-771 of the CBCA provides that, unless
ordered by a court,a corporation may not indemnify a director: (1) in
connection with a proceeding by or in the right of the corporation except
for reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct under
Section 33-771(a) of the CBCA; or (2) in connection with any proceeding
with respect to conduct for which he was adjudged liable on the basis that
he received a financial benefit to which he was not entitled, whether or
not involving action in his official capacity.
Section 33-772 of the CBCA provides that a corporation shall
indemnify a director of the corporation who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a
party because he was a director of the corporation, against reasonable
expenses incurred by him in connection with the proceeding.
Subsection (a) of Section 33-776 of the CBCA provides that a
corporation may indemnify an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation (1) to the same
extent as a director, and (2) if he is an officer but not a director, to
such further extent, consistent with public policy, as may be provided by
contract, the certificate of incorporation, the bylaws or a resolution of
the board of directors. Subsection (c) of Section 33-776 of the CBCA
provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 33-772 to the same
extent to which a director may be entitled to indemnification.
The Registrant also provides liability insurance for its directors
and officers. 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.
Article FOURTEENTH of the Registrant's certificate of
incorporation provides that the Registrant will indemnify, and advance
expenses to, all directors and officers to the fullest extent permitted by
the CBCA and that the Registrant will indemnify all directors for
liability, as defined in Section 33-770(5) of the CBCA, to any person for
any action taken, or any failure to take any action, as a director, except
liability that: (a) involved a knowing and culpable violation of law by the
director; (b) enabled the director or an associate (as defined in Section
33-840 of the CBCA) to receive an improper personal gain; (c) showed a lack
of good faith and conscious disregard for the duty of the director to the
Registrant under circumstances in which the director was aware that his
conduct or omission created an unjustifiable risk of serious injury to the
Registrant; (d) constituted a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
Registrant; or (e) created liability under Section 33-757 of the CBCA.
Notwithstanding the preceding sentence, the Registrant will not be required
to indemnify an indemnitee in connection with a proceeding (or part
thereof) commenced by the indemnitee against the Registrant. Article
FOURTEENTH does not affect the indemnification or advance of expenses to a
director for any liability stemming from acts or omissions occurring prior
to the effective date of Article FOURTEENTH.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index attached hereto.
The Registrant will submit the Plan and any amendments thereto to
the Internal Revenue Service ("IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
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;
(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 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;
(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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,as amended, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 and any amendment thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on the 19th day of August, 2002.
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ Robert I. Lipp
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Name: Robert I. Lipp
Title: Chairman and Chief
Executive Officer
We, the undersigned officers, directors and authorized
representatives of Travelers Property Casualty Corp. hereby severally
constitute and appoint Robert I. Lipp, Jay S. Benet, James M. Michener and
Paul H. Eddy, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, with full powers of
substitution and resubstitution, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and any subsequent Registration Statement for
the same offering which may be filed under Rule 462(b), and generally to do
all such things in our names and on our behalf in our capacities as
officers and directors to enable Travelers Property Casualty Corp. to
comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, or their substitute or substitutes, to said
Registration Statement and any and all amendments thereto or to any
subsequent Registration Statement for the same offering which may be filed
under Rule 462(b).
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Robert I. Lipp Chief Executive Officer (Principal Executive August 19, 2002
-------------------------- Officer), Chairman and Director
Robert I. Lipp
/s/ Jay S. Benet Chief Financial Officer (Principal Financial August 19, 2002
-------------------------- Officer) and Director
Jay S. Benet
/s/ Douglas K. Russell Chief Accounting Officer (Principal August 19, 2002
-------------------------- Accounting Officer)
Douglas K. Russell
/s/ Charles J. Clarke Director August 19, 2002
--------------------------
Charles J. Clarke
/s/ Douglas G. Elliot Director August 19, 2002
--------------------------
Douglas G. Elliot
/s/ Frank J. Tasco Director August 19, 2002
--------------------------
Frank J. Tasco
/s/ Leslie B. Disharoon Director August 19, 2002
--------------------------
Leslie B. Disharoon
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
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 the 19th day of August, 2002.
TRAVELERS 401(k) SAVINGS PLAN
By: /s/ Douglas Willett
---------------------------------
Name: Douglas Willett
Title: Senior Vice President,
Human Resources,
Travelers Property Casualty Corp.
EXHIBIT INDEX
Exhibit
Number
4.1 Amended and Restated Certificate of Incorporation.*
4.2 Amendment to the Amended and Restated Certificate of Incorporation.*
4.3 Amended and Restated Bylaws.*
4.4 Specimen class A common stock certificate.**
4.5 Specimen class B common stock certificate.***
4.6 The Registrant Shareholders' Rights Plan.*
5.1 Opinion of James M. Michener.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of James M. Michener (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page herein).
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* Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 2002, filed with the Commission
on May 15, 2002 (File No. 1-31266).
** Incorporated by reference to the Registrant's Registration Statement
on Form S-1, filed with the Commission (File No. 333-82388), as
amended.
*** Incorporated by reference to the Registrant's Registration Statement
on Form 8-A, filed with the Commission on July 29, 2002 (File No.
1-31266).