Travelers/Aetna Property Casualty Corp.
Ticker: TAP One Tower Square
Exchange: New York Stock Exchange Hartford, Connecticut 06183
Industry: Financial (860) 277-0111

Type of Shares:Class A Common Shares Filing Date:3/13/96
U.S. Shares:28,348,592 Offer Date:4/22/96
Non-U.S. Shares:7,087,148 Filing Price:$25.00
Primary Shares:35,435,740 Offer Price:$25.00
Secondary Shares:0 Gross Spread:$1.19
Offering Amount: $885,893,500 Selling:$0.71
Expenses:$2,700,000 Reallowance:$0.10
Shares Out After:396,456,425
Spin out parent firm: Travelers Group Inc.

ManagerTierPhone
Smith Barney Inc.Lead Manager (718) 921-8473
CS First BostonCo-manager (212) 909-3312
Dean Witter ReynoldsCo-manager (212) 392-2222
Goldman, Sachs & Co.Co-manager (212) 902-1172
J.P. Morgan Securities Inc.Co-manager (212) 648-9922
Lehman Brothers IncorporatedCo-manager (212) 640-6129
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797
Salomon Brothers Inc.Co-manager (212) 783-2947

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$4,569.00Assets:$24,621.00
Net Income:$419.00Liabilities:$21,020.00
EPS:$0.09Equity:$3,601.00

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the fourth largest property and casualty insurance company in the United States, based on 1994 direct written premiums published by A.M. Best, after giving effect to the acquisition of Aetna P&C; and recent industry consolidation. The company provides a wide range of commercial and personal property and casualty coverages and personal coverages accounted for 76% and 24%, respectively, of the company's combined net written premiums in 1995 of %10.5 billion. After giving pro forma effect to the Transactions, the Equity Offerings and the Debt and Preferred Offerings, at December 31,1995 the company had total assets and stockholders' equity of $50.2 billion and $6.0 billion, respectively. The company believes that the businesses of the company provide complementary product offerings and distribution systems.

Use of Proceeds
All of the net proceeds to TAP from the Equity Offerings after deducting underwriting discounts and commissions and expenses of the Equity Offerings payable by the company will be used by TAP to repay a portion of the borrowings under the Credit Agreement.

Last updated: 10/28/96

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