AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 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
(State or Other Jurisdiction of Incorporation or Organization)
06-1008174
(I.R.S. Employer 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 PROPERTY CASUALTY CORP. 2002 STOCK INCENTIVE 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 Maxi
mum
Proposed Maximum Aggregate Offer- Amount of
Title of Securities Amount to be Offering Price ing Registration
to be Registered Registered(1) per Share Price(2) Fee
---------------- ------------- --------- -------- ---
Class A Common stock, par value $0.01 140,000,000 $18.50 $2,590,000,000 $238,280
per share: Shares available for future
grant under the Travelers Property
Casualty Corp 2002 Stock Incentive
Plan(3)
(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, an indeterminate number of additional shares of Class
A Common Stock, which may become issuable under the Travelers Property
Casualty Corp 2002 Stock Incentive 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.
(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.
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The Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
2
EXPLANATORY NOTE
Travelers Property Casualty Corp. (the "Registrant") hereby files this
Registration Statement on Form S-8 relating to 140,000,000 shares of the
Registrant's Class A Common Stock par value $0.01 per share ("Class A Common
Stock") issuable pursuant to the Travelers Property Casualty Corp. 2002 Stock
Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(c) The description of the Registrant's 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, 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 incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. 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.
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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.
Citigroup Inc. (the ultimate parent of the Registrant) also provides
liability insurance for its directors and officers and the directors and
officers of its subsidiaries, including the Registrant. 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 FIFTEENTH 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 FIFTEENTH 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 FIFTEENTH.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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See Exhibit Index attached hereto.
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.
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SIGNATURES
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 22nd day of March, 2002.
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
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Name: James M. Michener
Title: General Counsel and Secretary
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 INDICATED ON MARCH 22, 2002.
NAME TITLE
---- -----
/s/ Robert I. Lipp Chief Executive Officer (Principal Executive
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Robert I. Lipp Officer), Chairman and Director
/s/ Jay S. Benet Chief Financial Officer (Principal Financial
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Jay S. Benet Officer) and Director
/s/ Douglas K. Russell Chief Accounting Officer (Principal Account-
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Douglas K. Russell ing Officer)
/s/ Charles J. Clarke Director
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Charles J. Clarke
/s/ Douglas G. Elliot Director
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Douglas G. Elliot
EXHIBIT INDEX
EXHIBIT
NUMBER
4.1 Restated Certificate of Incorporation.*
4.2 Amended and Restated Bylaws.*
4.3 Specimen common stock certificate.*
4.4 Form of the Registrant Shareholders' Rights Plan*
5.1 Opinion of James M. Michener.
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 Company's Registration Statement on Form S-1,
filed with the Commission, (File No. 333-82388), as amended.