SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRAVELERS PROPERTY CASUALTY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut 06-1008174
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
One Tower Square, Hartford, Connecticut 06183
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective upon filing pursuant and is effective upon filing pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form
relates: not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Class B Common Stock, par value $0.01 New York Stock Exchange
Series A Junior Participating Preferred
Stock, par value $0.01 per share
(rights to purchase such stock are
attached to the common stock)
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant's Securities to be Registered
A description of the securities to be registered
hereunder is set forth under "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (File No. 333-82388), filed
under the Securities Act of 1933, as amended (the "Act"), including any
form of prospectus contained therein filed on March 22, 2002, pursuant to
Rule 424(b) under the Act, which description is incorporated herein by
reference.
Item 2. Exhibits
1. Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1.1 to the Registrant's quarterly report on Form 10-Q
for the quarter ended March 31, 2002) (File No. 1-31266)
2. Amendment to Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1.2 to the Registrant's quarterly
report on Form 10-Q for the quarter ended March 31, 2002) (File
No. 1-31266)
3. Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2002) (File No. 1-31266)
4. Rights Agreement, dated as of March 21, 2002, between the
Registrant and EquiServe Trust Company, N.A. (filed as Exhibit 4.1
to the Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2002) (File No. 1-31266)
5. Form of Specimen Certificate for the Registrant's Class B Common Stock.
6. Form of Class B Rights Certificate (included as Exhibit C to Exhibit 4
herein).
2
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: July 25, 2002
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
---------------------------------
Name: James M. Michener
Title: General Counsel