UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 12, 2007
THE TRAVELERS COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 001-10898 41-0518860
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
385 WASHINGTON STREET
SAINT PAUL, MINNESOTA 55102
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(Address of principal executive offices) (Zip Code)
(651) 310-7911
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On March 12, 2007, The Travelers Companies, Inc. ("Travelers") completed the
sale of $1,000,000,000 aggregate principal amount of 6.25% Fixed-to-Floating
Rate Junior Subordinated Debentures due 2067 (the "Notes"), which were
registered pursuant to an automatic shelf registration statement on Form S-3
filed on December 14, 2005 (SEC File No. 333-130323), as amended by
Post-Effective Amendment No. 1 filed on March 5, 2007 (together, the
"Registration Statement"). The Underwriting Agreement, dated March 5, 2007, by
and among Travelers, Citigroup Global Markets Inc., J.P. Morgan Securities Inc.
and Lehman Brothers Inc., as representatives of the underwriters named therein,
is being filed as Exhibit 1.1 to this report on Form 8-K and shall be
incorporated by reference into the Registration Statement.
The Notes were issued pursuant to the Junior Subordinated Indenture, as
supplemented by the First Supplemental Indenture (the "First Supplemental
Indenture"), each dated as of March 12, 2007, between Travelers and The Bank of
New York Trust Company, N.A., as trustee. The First Supplemental Indenture is
being filed as Exhibit 4.1 to this report on Form 8-K and shall be incorporated
by reference into the Registration Statement. Travelers is also filing the form
of the Notes as Exhibit 4.2 to this report on Form 8-K and is hereby causing
this exhibit to be incorporated by reference into the Registration Statement.
In connection with the issuance of the Notes, Simpson Thacher & Bartlett LLP
rendered an opinion regarding certain tax matters. A copy of that opinion is
attached as Exhibit 8.1 to this report on Form 8-K.
In connection with the issuance of the Notes, Travelers entered into a
Replacement Capital Covenant, dated as of March 12, 2007 (the "RCC") whereby
Travelers agreed for the benefit of certain of its debtholders named therein
that neither it nor any of its subsidiaries would repay, redeem or purchase, as
applicable, the Notes before March 15, 2047, unless during the applicable
measurement period with respect to such repayment, redemption or purchase
Travelers and its subsidiaries shall have issued specified amounts of certain
replacement capital securities on the terms and conditions set forth therein. A
copy of the RCC is being filed as Exhibit 99.1 to this report on Form 8-K and
shall be incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
1.1 Underwriting Agreement, dated March 5, 2007, by and among Travelers,
Citigroup Global Markets Inc., J.P.Morgan Securities Inc., and
Lehman Brothers Inc., as representatives of the underwriters named
therein.
4.1 First Supplemental Indenture, dated as of March 12, 2007, between
Travelers and The Bank of New York Trust Company, N.A., as trustee.
4.2 Form of the Notes.
8.1 Tax Opinion of Simpson Thacher & Bartlett LLP, dated March 12, 2007.
99.1 Replacement Capital Covenant, dated as of March 12, 2007.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TRAVELERS COMPANIES, INC.
Date: March 12, 2007 By: /s/ Bruce A. Backberg
Name: Bruce A. Backberg
Title: Senior Vice President and
Corporate Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1.1 Underwriting Agreement, dated March 5, 2007, by and among
Travelers, Citigroup Global Markets Inc., J.P.Morgan Securities
Inc., and Lehman Brothers Inc., as representatives of the
underwriters named therein.
4.1 First Supplemental Indenture, dated as of March 12, 2007, between
Travelers and The Bank of New York Trust Company, N.A., as
trustee.
4.2 Form of the Notes.
8.1 Tax Opinion of Simpson Thacher & Bartlett LLP, dated March 12,
2007.
99.1 Replacement Capital Covenant, dated as of March 12, 2007.
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