Registration No. 33-
------------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
THE TRAVELERS INC.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 52-1568099
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
65 East 55th Street
New York, NY 10022
(212) 891-8900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
Charles O. Prince, III
The Travelers Inc.
Senior Vice President and General Counsel
65 East 55th Street
New York, NY 10022
(212) 891-8854
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of this Registration Statement.
--------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
--------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class of
Securities Amount Proposed Proposed
being registered being maximum maximum
registered(1) offering aggregate Amount of
price per offering registration
unit(2) price(2) fee
- --------------------------------------------------------------------------------
5.50% Convertible Preferred
Stock, Series B 2,500,000 $61.00 $152,500,000 $52,586.57
Warrants to Purchase one
share of Common Stock 3,749,466 $11.50 $ 43,118,859 $14,868.68
Common Stock(3) 7,150,826 $0 $0 $0
Total $195,618,859 $67,455.26
================================================================================
(1) The Registration Statement also covers such additional number of securities
as may be issuable by reason of the operation of the anti-dilution
provisions of the Warrants and the Series B Preferred Stock.
(2) With respect to the Series B Preferred Stock, pursuant to Rule 457(i),
based on the proposed offering price of the Series B Preferred Stock (no
additional consideration is payable in connection with conversion), and
with respect to the Warrants, pursuant to Rule 457(g), based on the
offering price of the Warrants, and in both instances estimated solely for
the purpose of calculating the registration fee.
(3) Based upon the maximum number of shares of Common Stock that may be issued
upon exercise or conversion of the Series B Preferred Stock and the
Warrants.
--------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY , 1994)
THE TRAVELERS INC.
3,749,466 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
---------------------------
All of the 3,749,466 Warrants (the "Warrants") to purchase shares of Common
Stock, $.01 par value per share (the "Common Stock"), of The Travelers Inc., a
Delaware corporation (the "Company"), are being offered by American Express
Company (the "Selling Stockholder"). Each Warrant entitles its holder to
purchase from the Company, at any time on or prior to July 31, 1998, one share
of Common Stock at a purchase price of $39.00, subject to adjustment in certain
circumstances. The Selling Stockholder is offering all of the Warrants it owns
and upon completion of this offering will no longer be a holder of any Warrants.
This Prospectus Supplement also covers the offering from time to time of shares
of Common Stock that may be issued upon exercise of the Warrants. The Warrants
and the shares of Common Stock issuable upon the exercise of the Warrants are
collectively referred to as the "Securities."
The Company will not receive any proceeds from the sale of the Warrants. If
the Warrants are exercised, the Company will, however, receive $39.00 (subject
to adjustment in certain circumstances) for each share of Common Stock issued
upon exercise of the Warrants.
Prior to this offering, there has been no public market for the Warrants
and there can be no assurance that any active trading market will develop for
the Warrants subsequent to the completion of this offering. For information
relating to the factors to be considered in determining the initial public
offering price of the Warrants, see "Plan of Distribution" in the Prospectus.
The Company intends to apply for listing of the Warrants on the New York Stock
Exchange, Inc. (the "NYSE"). The Common Stock is currently traded on the NYSE
and The Pacific Stock Exchange Incorporated under the symbol "TRV."
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE> <CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDER
<S> <C> <C> <C> <C>
Warrants, Per Warrant................................. $ $ $0 $
Common Stock underlying Warrants, Per Share........... $ $ $39.00 $0
Total................................................. $ $ $
</TABLE>
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) The Company has agreed to pay certain expenses in connection with the
offering estimated at $ .
---------------------------
The Warrants offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of the Warrants
will be made at the offices of Lehman Brothers Inc., New York, New York on or
about , 1994.
---------------------------
SMITH BARNEY SHEARSON INC. LEHMAN BROTHERS
, 1994
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants offered hereby
(described in the Prospectus under the heading "Description of Offered
Securities--Warrants") supplements the description set forth in the Prospectus,
to which description reference is hereby made.
The First National Bank of Boston will act as warrant agent for the
Warrants.
UNDERWRITING
The underwriters named below (the "Underwriters"), for whom Smith Barney
Shearson Inc. ("SBS") and Lehman Brothers Inc. ("Lehman") are acting as
representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions of an Underwriting Agreement with the Selling Stockholder
and the Company (the "Underwriting Agreement"), to purchase from the Selling
Stockholder the aggregate number of Warrants set forth opposite their names
below:
<TABLE> <CAPTION>
NUMBER OF
UNDERWRITERS WARRANTS
<S> <C>
- -------------------------------------------------------------------------------- -----------
Smith Barney Shearson Inc. .....................................................
Lehman Brothers Inc. ...........................................................
-----------
Total................................................................. 3,749,466
-----------
-----------
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to purchase the Warrants are subject to certain conditions and
that, if any of the Warrants are purchased by the Underwriters pursuant to the
Underwriting Agreement, all such Warrants must be so purchased.
The Selling Stockholder has been advised by the Representatives that the
Underwriters propose to offer the Warrants offered hereby initially at the
public offering price set forth on the cover page of this Prospectus Supplement
and to certain selected dealers (who may include Underwriters) at such public
offering price less a concession not to exceed $ per Warrant. The
Underwriters or such selected dealers may reallow a commission to certain other
dealers not to exceed $ per Warrant. After such initial offering,
such public offering price, concession to selected dealers and reallowance to
other dealers may be changed.
The Company has agreed that it will not, subject to certain limited
exceptions, directly or indirectly, sell or otherwise dispose of any Common
Stock of the Company or any securities convertible into or exercisable or
exchangeable for Common Stock of the Company for a period of days
from the date of this Prospectus Supplement without the prior written consent of
the Representatives.
S-2
<PAGE>
The Company intends to apply for listing of the Warrants on the NYSE. In
connection with such application, the Underwriters have undertaken to sell the
Warrants to at least 400 beneficial holders.
The Company and the Selling Stockholder have agreed in the Underwriting
Agreement to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1993, as amended, or to contribute to
payments which the Underwriters may be required to make in respect thereof.
LEGAL MATTERS
Certain legal matters are being passed upon for the Underwriters by Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York. Simpson Thacher & Bartlett has provided from time to time, and
may provide in the future, legal services to the Company and its affiliates.
S-3
<PAGE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, NOT CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
THE SELLING STOCKHOLDER OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT NOR THE PROSPECTUS
SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
---------------------------
TABLE OF CONTENTS
PAGE
---------
PROSPECTUS SUPPLEMENT
DESCRIPTION OF WARRANTS....................... S-2
UNDERWRITING.................................. S-2
LEGAL MATTERS................................. S-3
PROSPECTUS
AVAILABLE INFORMATION......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE..................................... 2
THE COMPANY................................... 3
RECENT OPERATING RESULTS...................... 5
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED
STOCK DIVIDENDS............................. 5
USE OF PROCEEDS............................... 5
SELLING STOCKHOLDER........................... 6
DESCRIPTION OF CAPITAL STOCK.................. 7
DESCRIPTION OF OFFERED SECURITIES............. 9
PLAN OF DISTRIBUTION.......................... 18
ERISA MATTERS................................. 20
LEGAL MATTERS................................. 20
EXPERTS....................................... 20
- ------------------------------------------------------
- ------------------------------------------------------
THE TRAVELERS INC.
3,749,466 WARRANTS TO PURCHASE
SHARES OF COMMON STOCK
------------------------
PROSPECTUS SUPPLEMENT
FEBRUARY , 1994
(INCLUDING PROSPECTUS
DATED FEBRUARY , 1994)
---------------------------
SMITH BARNEY SHEARSON INC.
LEHMAN BROTHERS
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY , 1994)
2,500,000 SHARES
THE TRAVELERS INC.
5.50% CONVERTIBLE PREFERRED STOCK, SERIES B
---------------------------
All of the 2,500,000 shares of 5.50% Convertible Preferred Stock, Series B,
$1.00 par value per share (the "Series B Preferred Stock"), of The Travelers
Inc., a Delaware Corporation (the "Company"), are being offered by American
Express Company (the "Selling Stockholder"). The Selling Stockholder is offering
all of the shares of Series B Preferred Stock it owns and upon completion of
this offering will no longer be a holder of any Series B Preferred Stock. This
Prospectus Supplement also covers the offering of shares of Common Stock, $.01
par value per share, of the Company (the "Common Stock"), that may be issued
upon conversion of the Series B Preferred Stock. The shares of Series B
Preferred Stock and the shares of Common Stock issuable upon the conversion of
the shares of Series B Preferred Stock are collectively referred to as the
"Securities."
Each share of Series B Preferred Stock has a liquidation preference of
$50.00 per share, plus accrued and unpaid dividends thereon. Cash dividends on
the Series B Preferred Stock are payable quarterly in arrears at an annual rate
of $2.75 per share. See "Description of Offered Securities--Series B Preferred
Stock--Dividends" in the Prospectus. Shares of Series B Preferred Stock are
convertible at any time at the option of the holder into shares of Common Stock
at a conversion price of $36.75 per share of Common Stock, which is equivalent
to a conversion rate of approximately 1.36 shares of Common Stock for each share
of Series B Preferred Stock, subject to adjustment in certain circumstances. See
"Description of Offered Securities-- Series B Preferred Stock-- Conversion
Rights" in the Prospectus.
The Series B Preferred Stock is not redeemable prior to July 30, 1996, but
will be redeemable on such date and thereafter for cash at the option of the
Company, in whole or in part, at $51.925 per share if redeemed prior to July 29,
1997 and at decreasing prices thereafter to $50.00 from and after July 30, 2003,
plus, in each case, accrued and unpaid dividends to the redemption date. The
Series B Preferred Stock will not be entitled to the benefit of any sinking
fund. See "Description of Series B Preferred Stock--Redemption" in the
Prospectus.
The Company will not receive any proceeds from the sale of the Series B
Preferred Stock or the conversion of the shares of Series B Preferred Stock into
shares of Common Stock.
Prior to this offering, there has been no public market for the Series B
Preferred Stock and there can be no assurance that any active trading market
will develop for the Series B Preferred Stock subsequent to the completion of
this offering. For information relating to the factors to be considered in
determining the initial public offering price of the Series B Preferred Stock,
see "Plan of Distribution" in the Prospectus. The Company intends to apply for
listing of the Series B Preferred Stock on the New York Stock Exchange, Inc.
(the "NYSE"). The Common Stock is currently traded on the NYSE and The Pacific
Stock Exchange Incorporated under the symbol "TRV."
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE> <CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT(1) STOCKHOLDER
<S> <C> <C> <C>
Series B Preferred Stock, Per Share........................... $ $ $
Total......................................................... $ $ $
</TABLE>
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
The Company has agreed to pay certain expenses in connection with the
offering estimated at $ .
---------------------------
The shares of Series B Preferred Stock offered by this Prospectus
Supplement are offered by the Underwriters subject to prior sale, to withdrawal,
cancellation or modification of the offer without notice, to delivery to and
acceptance by the Underwriters and to certain further conditions. It is expected
that delivery of the shares of Series B Preferred Stock will be made at the
offices of Lehman Brothers Inc., New York, New York on or about ,
1994.
---------------------------
SMITH BARNEY SHEARSON INC. LEHMAN BROTHERS
, 1994
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
2
<PAGE>
IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER-MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF SERIES B PREFERRED STOCK
The following description of the terms of the shares of Series B Preferred
Stock offered hereby (described in the Prospectus under the heading "Description
of Offered Securities--Series B Preferred Stock") supplements the description
set forth in the Prospectus, to which description reference is hereby made.
The First National Bank of Boston will act as transfer agent and registrar
for the Series B Preferred Stock.
UNDERWRITING
The underwriters named below (the "Underwriters"), for whom Smith Barney
Shearson Inc. ("SBS") and Lehman Brothers Inc. ("Lehman") are acting as
representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions of an Underwriting Agreement with the Selling Stockholder
and the Company (the "Underwriting Agreement"), to purchase from the Selling
Stockholder the aggregate number of shares of Series B Preferred Stock set
forth opposite their names below:
<TABLE> <CAPTION>
NUMBER OF
UNDERWRITERS SHARES
<S> <C>
- ------------------------------------------------------------------------------ -------------
Smith Barney Shearson Inc. ...................................................
Lehman Brothers Inc. .........................................................
-------------
Total............................................................... 2,500,000
-------------
-------------
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to purchase the shares of Series B Preferred Stock are subject to
certain conditions and that, if any of the shares of Series B Preferred Stock
are purchased by the Underwriters pursuant to the Underwriting Agreement, all
such shares of Series B Preferred Stock must be so purchased.
The Selling Stockholder has been advised by the Representatives that the
Underwriters propose to offer the shares of Series B Preferred Stock offered
hereby initially at the public offering price set forth on the cover page of
this Prospectus Supplement and to certain selected dealers (who may include
Underwriters) at such public offering price less a concession not to exceed
$ per share. The Underwriters or such selected dealers may reallow a
commission to certain other dealers not to exceed $ per share. After such
initial offering, such public offering price, concession to selected dealers and
reallowance to other dealers may be changed.
The Company has agreed that it will not, subject to certain limited
exceptions, directly or indirectly, sell or otherwise dispose of any Common
Stock of the Company or any securities convertible
S-2
<PAGE>
into or exercisable or exchangeable for Common Stock of the Company for a period
of days from the date of this Prospectus Supplement without the
prior written consent of the Representatives.
The Company intends to apply for listing of the Series B Preferred Stock on
the NYSE. In connection with such application, the Underwriters have undertaken
to sell the Series B Preferred Stock to at least 100 beneficial holders.
The Company and the Selling Stockholder have agreed in the Underwriting
Agreement to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments which the Underwriters may be required to make in respect thereof.
LEGAL MATTERS
Certain legal matters are being passed upon for the Underwriters by Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York. Simpson Thacher & Bartlett has provided from time to time, and
may provide in the future, legal services to the Company and its affiliates.
S-3
<PAGE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR THE UNDERWRITERS. NEITHER THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT NOR THE PROSPECTUS
SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
---------------------------
TABLE OF CONTENTS
PAGE
---------
PROSPECTUS SUPPLEMENT
DESCRIPTION OF SERIES B PREFERRED
STOCK....................................... S-2
UNDERWRITING.................................. S-2
LEGAL MATTERS................................. S-3
PROSPECTUS
AVAILABLE INFORMATION......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE..................................... 2
THE COMPANY................................... 3
RECENT OPERATING RESULTS...................... 5
RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS............................. 5
USE OF PROCEEDS............................... 5
SELLING STOCKHOLDER........................... 6
DESCRIPTION OF CAPITAL STOCK.................. 7
DESCRIPTION OF OFFERED SECURITIES............. 9
PLAN OF DISTRIBUTION.......................... 18
ERISA MATTERS................................. 20
LEGAL MATTERS................................. 20
EXPERTS....................................... 20
2,500,000 SHARES
THE TRAVELERS INC.
5.50% CONVERTIBLE
PREFERRED STOCK, SERIES B
---------------------------
PROSPECTUS SUPPLEMENT
FEBRUARY , 1994
(INCLUDING PROSPECTUS
DATED FEBRUARY , 1994)
---------------------------
SMITH BARNEY SHEARSON INC.
LEHMAN BROTHERS
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>
Subject To Completion, Dated February 15, 1994
PROSPECTUS
THE TRAVELERS INC.
2,500,000 Shares of Series B Convertible Preferred Stock
3,749,466 Warrants to Purchase Shares of Common Stock
and 7,150,826 Shares of Common Stock
Issuable upon Conversion or Exercise Thereof
-------------------------------------
The 2,500,000 shares of 5.50% Convertible Preferred Stock, Series B,
$1.00 par value per share (the "Series B Preferred Stock"), of The Travelers
Inc., a Delaware corporation (the "Company") and 3,749,466 Warrants (the
"Warrants") to purchase shares of Common Stock, $.01 par value per share (the
"Common Stock"), of the Company may be offered from time to time by American
Express Company (the "Selling Stockholder"). The shares of Series B Preferred
Stock, the Warrants and the shares of Common Stock issuable upon the conversion
of the shares of Series B Preferred Stock or exercise of the Warrants are
collectively referred to as the "Offered Securities." When an offering of all
or part of the Offered Securities is made, a supplement to this Prospectus
(the "Prospectus Supplement") will be delivered with this Prospectus, setting
forth the specific Offered Securities being offered, the purchase price, any
listing on a securities exchange and any other variable terms.
Each share of Series B Preferred Stock has a liquidation preference of
$50.00 per share, plus accrued and unpaid dividends thereon. Cash dividends on
the Series B Preferred Stock are payable quarterly in arrears at an annual rate
of $2.75 per share. Shares of Series B Preferred Stock are convertible at
any time at the option of the holder into shares of Common Stock at a conversion
price of $36.75 per share of Common Stock, which is equivalent to a conversion
rate of approximately 1.36 shares of Common Stock for each share of Series B
Preferred Stock, subject to adjustment in certain circumstances. The Series B
Preferred Stock is not redeemable prior to July 30, 1996, but will be redeemable
on such date and thereafter for cash at the option of the Company, in whole or
in part, at $51.925 per share if redeemed prior to July 29, 1997 and at
decreasing prices thereafter to $50.00 from and after July 30, 2003, plus
accrued and unpaid dividends to the redemption date. The Series B Preferred
Stock will not be entitled to the benefit of any sinking fund. See
"Description of Offered Securities- Series B Preferred Stock."
Each Warrant entitles its holder to purchase from the Company, at any
time on or prior to July 31, 1998, one share of Common Stock at a purchase price
of $39.00, subject to adjustment in certain circumstances. Upon completion of
this offering the Selling Stockholder will no longer be a holder of any
Offered Securities.
In addition, this Prospectus, when delivered with an applicable
Prospectus Supplement, covers the issuance of the shares of Common Stock
underlying the shares of Series B Preferred Stock and the Warrants. The
Prospectus Supplement will specify the number of shares of Common Stock offered
thereby. Of the 7,150,826 shares of Common Stock that may be offered, 3,401,360
shares are issuable upon the conversion of shares of the Series B Preferred
Stock and 3,749,466 shares are issuable upon the exercise of the Warrants,
subject to adjustment in certain circumstances.
<PAGE>
The Common Stock is currently traded on the New York Stock Exchange,
Inc. (the "NYSE") and The Pacific Stock Exchange Incorporated (the "Pacific
Stock Exchange") under the symbol "TRV."
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------------------
The Selling Stockholder may sell the Series B Preferred Stock and the
Warrants through agents designated from time to time, through underwriters or
through dealers. The names of such agents, underwriters or dealers and any
applicable fee, commission, purchase price or discount arrangements with them
will be set forth, or will be calculable from the information set forth, in a
Prospectus Supplement. The net proceeds to the Selling Stockholder from such
sale will be set forth in the Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement (i) such underwriters will include Smith Barney
Shearson Inc. ("SBS") and Lehman Brothers Inc. ("Lehman"), acting alone or as
representatives of a group of underwriters, and (ii) such agents or dealers will
include SBS and Lehman.
This Prospectus may also be used by SBS, a subsidiary of the Company,
in connection with offers and sales of the Offered Securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of sale. SBS may act as principal or agent in such transactions. See
"Plan of Distribution."
-------------------------------------
, 1994
- -----------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
2
<PAGE>
For North Carolina purchasers: These securities have not been
approved or disapproved by the Commissioner of Insurance for the State of North
Carolina, nor has the Commissioner ruled upon the accuracy or adequacy of this
Prospectus.
-----------------------------------
AVAILABLE INFORMATION
The Company (formerly Primerica Corporation) is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at: Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the NYSE and the Pacific Stock Exchange, and such reports, proxy
statements and other information can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, and the Pacific Stock Exchange,
301 Pine Street, San Francisco, California 94104, and 233 South Beaudry Avenue,
Los Angeles, California 90012.
-------------------------------------
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Act") with respect
to the Offered Securities. For further information with respect to the Offered
Securities, reference is made to the Registration Statement and exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Company's Registration Statement, each such statement being qualified in
all respects by such reference.
-------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents
heretofore filed with the Commission pursuant to the Exchange Act:
1. Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1992, as amended.
2. Quarterly Reports of the Company on Form 10-Q for the fiscal
quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.
3
<PAGE>
3. Current Reports of the Company on Form 8-K dated December 23,
1992, as amended, March 1, 1993, March 12, 1993, April 8, 1993, April 19,
1993, April 28, 1993, June 10, 1993, July 19, 1993, September 23, 1993,
October 18, 1993, November 29, 1993, December 31, 1993 and January 24,
1994.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the later of (i) the termination of the offering of Offered Securities
hereby and (ii) the date on which SBS ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus forms a part other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests should be directed to Corporate
Communications and Investor Relations, The Travelers Inc., 65 East 55th Street,
New York, New York 10022; telephone (212) 891-8900.
4
<PAGE>
THE COMPANY
The Company is a financial services holding company engaged, through
its subsidiaries, principally in four business segments: Investment Services,
Insurance Services - Property and Casualty, Insurance Services - Life, and
Consumer Finance Services. The predecessor of the Company was founded in 1912.
In December 1988, the Company (then known as Commercial Credit Group, Inc.)
acquired Primerica Corporation, a New Jersey corporation ("old Primerica"). At
the time of the acquisition, the name of the Company was changed to Primerica
Corporation and old Primerica was merged into a newly formed, wholly owned
subsidiary of the Company, Primerica Holdings, Inc. ("Primerica Holdings"). The
acquisition of old Primerica was accounted for as a purchase, with an effective
accounting date of December 31, 1988. Accordingly, the Company's results of
operations for the year ended on December 31, 1988 incorporated by reference in
this Prospectus do not include the results of old Primerica and its
subsidiaries. On December 17, 1992, Primerica Holdings was merged into the
Company.
In December 1992 the Company acquired approximately 27% of the common
stock of The Travelers Corporation, a Connecticut corporation ("old Travelers"),
in a series of related transactions. The Company and certain of its
subsidiaries paid $550 million in cash and issued to old Travelers 50% of the
equity in Commercial Insurance Resources, Inc. (the parent of Gulf Insurance
Company) and transferred to old Travelers 100% of the preferred provider
organization and third party administrator network of Transport Life Insurance
Company. In September 1993 the Company and old Travelers announced a definitive
agreement for the Company to acquire the remaining approximately 73% of old
Travelers common stock it did not already own. On December 31, 1993, pursuant
to such agreement, each share of old Travelers common stock (other than shares
held by the Company, old Travelers or shareholders who properly exercised
dissenters' rights) was exchanged for .80423 of a share of Common Stock, old
Travelers was merged into the Company (then known as Primerica Corporation) and
the Company, as the surviving corporation of the merger, changed its name to The
Travelers Inc.
The Company's Investment Services segment consists of investment
banking, brokerage, asset management and other financial services provided
through Smith Barney Shearson Holdings Inc. ("SBSHI"), a subsidiary of the
Company, and its subsidiaries, mutual fund management and distribution services
provided through American Capital Management & Research, Inc. and its
subsidiaries, and investment management services provided by RCM Capital
Management.
In July 1993 the Company and certain of its subsidiaries acquired
substantially all of the assets and assumed certain of the liabilities of the
domestic retail brokerage business and the asset management business of Shearson
Lehman Brothers Inc. (now known as Lehman) (the "Shearson Transaction"). As a
result of this acquisition, SBSHI became one of the largest retail brokerage
firms in the United States.
The Company's Insurance Services - Property and Casualty segment
provides insurance products including workers' compensation, liability,
automobile, property and multiple-peril to businesses and other institutions and
automobile and homeowners insurance to individuals. Property and casualty
insurance policies are issued primarily by The Travelers Indemnity Company and
its subsidiary and affiliated property-casualty insurance companies, which now
include Gulf Insurance Company.
5
<PAGE>
The Company's Insurance Services - Life segment includes individual
life insurance, accident and health insurance, annuities and investment products
which are offered primarily through The Travelers Insurance Company and its
subsidiary and affiliated life insurance companies. Such affiliated companies
now include Primerica Financial Services and its affiliates, Primerica Life
Insurance Company and National Benefit Life Insurance Company, which primarily
issue individual term life insurance, and Transport Life Insurance Company.
Primerica Financial Services and its affiliates are also engaged in securities
brokerage consisting primarily of mutual fund sales.
The Company's Consumer Finance Services segment includes consumer
lending (including secured and unsecured personal loans, real estate-secured
loans and consumer goods financing), and credit card and credit-related
insurance services provided through Commercial Credit Company and its
subsidiaries.
In addition to its four business segments, the Company's Corporate and
Other segment consists of corporate staff and treasury operations, certain
corporate income and expenses that have not been allocated to the operating
subsidiaries and, through 1992, the Company's interest in Fingerhut Companies,
Inc. ("Fingerhut"), a direct marketing business. The Company has since sold its
remaining interest in Fingerhut. During 1993, this segment also included the
Company's approximately 27% interest in old Travelers common stock.
The principal offices of the Company are located at 65 East 55th
Street, New York, New York 10022, telephone (212) 891-8900. The Company was
incorporated in Delaware in 1988.
RECENT OPERATING RESULTS
The net income of the Company for the year ended December 31, 1993,
was $915.6 million, or $3.74 per share, compared to $728.1 million, or $3.22
per share, for the year ended December 31, 1992. The Company's revenues for
the year ended December 31, 1993, were $6,796.9 million, compared to $5,125.0
million for the corresponding 1992 period. Net income for 1993 included
reported investment portfolio gains of $109.2 million and an $8.1 million gain
from the sale of subsidiaries and affiliates, and also reflected a charge of
$16.7 million related to the cumulative effect of FAS 106, a charge of $17.7
million related to the cumulative effect of FAS 112, and a $65.0 million
provision for one-time expenses related to the Shearson Transaction. Net
income for the comparable 1992 period included reported investment portfolio
gains and net gains from the sale of subsidiaries and affiliates of $163.2
million and a one-time charge of $28.1 million from the cumulative effect of
FAS 109. At year end 1993, the Company had assets of approximately $100 billion.
For the year ended December 31, 1993, operating earnings were $899.5
million or $3.67 per share, an increase of 41% over operating results for the
year ended December 31, 1992. Operating results for the year ended December 31,
1992 were $593.0 million and earnings per share during such period were $2.61.
Earnings per share were based on weighted average common shares outstanding and
common equivalent shares of 237.8 million in 1993 and 222.8 million in 1992.
6
<PAGE>
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
Year Ended December 31,(1)
Nine Months Ended --------------------------------
September 30, 1993 1992 1991 1990 1989 1988
------------------ ---- ---- ---- ---- ----
Ratio of earnings to
combined fixed charges
and preferred stock
dividends . . . . . . . . . 2.67x 2.57x 1.85x 1.56x 1.49x 1.95x
- --------------------------------
(1) The Company (formerly Primerica Corporation) is the successor to Commercial
Credit Group, Inc. Results of operations and dividends per common share
for 1988 reflect only those of Commercial Credit Group, Inc.
The ratio of earnings to combined fixed charges and preferred stock
dividends has been computed by dividing earnings available for fixed charges by
fixed charges and preferred stock dividends. For the purpose of this ratio,
earnings available for fixed charges consist of pre-tax income from continuing
operations adjusted for undistributed equity earnings and minority interest and
fixed charges; and fixed charges consist of interest expense and that portion of
rentals deemed representative of the appropriate interest factor. Prior to July
1992 the Company had no preferred stock outstanding.
USE OF PROCEEDS
All of the shares of Series B Preferred Stock and the Warrants to be
offered will be sold by the Selling Stockholder. The Company will not receive
any of the proceeds from the sale of such Series B Preferred Stock or Warrants
by the Selling Stockholder. The Common Stock being offered is issuable only
upon conversion of the Series B Preferred Stock or the exercise of the Warrants.
The Company will not receive any proceeds from issuance of Common Stock in
connection with the conversion of the Series B Preferred Stock. However, the
Company will receive $39.00 (subject to adjustment) for each share of Common
Stock issued upon exercise of a Warrant. The Company will receive such
consideration only in the event of the exercise of any Warrant. In the event
that all of the Warrants are exercised, the Company will receive an aggregate
exercise price of $146,229,174. Unless otherwise set forth in the applicable
Prospectus Supplement, the Company intends to apply the net proceeds from the
exercise of the Warrants for general corporate purposes, which may include
capital contributions to subsidiaries of the Company and/or the reduction or
refinancing of borrowings of the Company or its subsidiaries.
SELLING STOCKHOLDER
All of the Series B Preferred Stock and the Warrants being offered
will be offered by the Selling Stockholder. The Selling Stockholder acquired
the Series B Preferred Stock and the Warrants in connection with the Shearson
Transaction. In connection with such acquisition, the Company issued to the
Selling Stockholder 2,500,000 shares of Series B Preferred Stock and Warrants to
purchase 3,749,466 shares of Common Stock, as adjusted. The shares of Series
B Preferred Stock and the Warrants issued to the Selling Stockholder are the
only issued and outstanding shares of Series B Preferred Stock and Warrants.
7
<PAGE>
Lehman is a majority-owned subsidiary of the Selling Stockholder.
In connection with the Shearson Transaction, Lehman and SBS have entered
into agreements with respect to various relationships between them
which continue for a period of time after consummation of the Shearson
Transaction, including a securities clearing agreement pursuant to which
SBS has agreed to carry and clear on a fully disclosed basis all customer
accounts introduced by Lehman and on a correspondent basis with respect to
Lehman's proprietary accounts. In connection with the clearing arrangement,
SBS has issued 100 shares of its Series A Cumulative Preferred Stock to Lehman
for $1 million. Subject to certain conditions, these shares are redeemable by
SBS after the termination of the clearing arrangement. SBS also agreed to
provide to Lehman certain data processing and other operational services. In
addition, SBS has agreed to pay future contingent amounts to Lehman based
upon the combined performance of SBS and the acquired businesses, consisting of
up to $50 million per year for three years based on net revenues, plus 10% of
after-tax consolidated net income in excess of $250 million per year over a
five-year period.
Following the offerings contemplated hereby, the Selling Stockholder
will no longer be a holder of any shares of Series B Preferred Stock or
Warrants. A subsidiary of the Selling Stockholder beneficially owns
approximately 4.5 million shares of the Company's Common Stock, which was
acquired in the ordinary course of such subsidiary's investment management
business. Subsidiaries of the Selling Stockholder may acquire additional shares
of the Company's Common Stock from time to time and may determine to sell such
shares in connection with their trading and investment management businesses.
8
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
As of the date of this Prospectus, the Company's authorized capital
stock consists of 500,000,000 shares of Common Stock and 30,000,000 shares of
preferred stock, par value $1.00 per share (the "Preferred Stock"). Under the
Company's Certificate of Incorporation (as amended, the "Certificate of
Incorporation"), the Board of Directors of the Company is authorized to issue
shares of the Preferred Stock in one or more series, with or without voting
powers, and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issuance thereof adopted by the Board of Directors
of the Company and as are not stated and expressed in the Certificate of
Incorporation. Prior to the issuance of each series of Preferred Stock, the
Board of Directors will adopt resolutions creating and designating such series
as a series of Preferred Stock. As used herein the term "Board of Directors of
the Company" means the Board of Directors of the Company and includes any duly
authorized committee thereof.
The rights of holders of the Series B Preferred Stock being offered,
or other equity securities of the Company, will be subject to, and may be
adversely affected by, the rights of holders of any Preferred Stock that may be
issued in the future. The Board of Dir!ectors of the Company may cause shares
of Preferred Stock to be issued in public or private transactions for any proper
corporate purposes, which may include issuance to obtain additional financing in
connection with acquisitions or otherwise, and issuance to officers, directors
and employees of the Company and its subsidiaries pursuant to benefit plans or
otherwise. Shares of Preferred Stock issued by the Company may have the effect,
under certain circumstances, alone or in combination with certain other
provisions of the Certificate of Incorporation described below, of rendering
more difficult or discouraging an acquisition of the Company deemed undesirable
by the Board of Directors of the Company.
Preferred Stock
As of the date of this Prospectus, the Company had outstanding
1,200,000 shares of its 8.125% Cumulative Preferred Stock, Series A (the "Series
A Preferred Stock"), 2,500,000 shares of its Series B Preferred Stock, 4,406,431
shares of its $4.53 ESOP Convertible Preferred Stock, Series C (the "Series C
Preferred Stock"), 7,500,000 shares of its 9.25% Preferred Stock, Series D (the
"Series D Preferred Stock") and 2,222 shares of its $45,000 Cumulative
Redeemable Preferred Stock, Series Z (the "Series Z Preferred Stock"), all of
which shares are fully paid and nonassessable.
Series A Preferred Stock. The Series A Preferred Stock is not
redeemable prior to July 28, 1997, and is redeemable on such date and thereafter
at the Company's option at a redemption price equal to $250 per share (the
liquidation preference), plus accrued and unpaid dividends. The Series A
Preferred Stock ranks on a parity as to dividends and upon liquidation with the
currently outstanding series of Preferred Stock. There are no preemptive or
other subscription rights with respect to the Series A Preferred Stock. The
Series A Preferred Stock provides for cumulative quarterly dividends at the rate
of 8.125% per annum, calculated as a percentage of the $250 per share stated
value. The holder of Series A Preferred Stock does not have voting rights
except as provided by law or if six quarterly dividends are in arrears and
9
<PAGE>
except that a two-thirds vote of all shares of Preferred Stock voting as a class
is required for the Company to create any class of stock having a preference as
to dividends or distribution of assets over the Series A Preferred Stock.
Depositary shares, each representing one-tenth of a share of Series A Preferred
Stock, are traded on the NYSE.
Series C Preferred Stock. Shares of Series C Preferred Stock have a
stated value of $53.25 per share. The Series C Preferred Stock ranks on a
parity as to dividends and upon liquidation with the currently outstanding
series of Preferred Stock. There are no preemptive or other subscription rights
with respect to the Series C Preferred Stock. Shares of Series C Preferred
Stock are entitled to vote for the election of directors and on all other
matters submitted to a vote of stockholders of the Company. Each share of
Series C Preferred Stock is entitled to 1.3 votes per share, subject to
adjustment as the conversion price is adjusted as described below, and vote
jointly as a single class with shares of Common Stock and not as a separate
class except as otherwise expressly provided for in the Delaware General
Corporation Law, as amended (the "DGCL"). However, whether or not the DGCL so
provides, the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series C Preferred Stock and all other series of Preferred
Stock ranking on a parity with the Series C Preferred Stock as to dividends and
upon liquidation, voting together as a class, is required for the Company to
create a new class or increase an existing class of stock having rights in
respect of the payment of dividends or in liquidation prior to the Series C
Preferred Stock or any other series of Preferred Stock ranking on a parity with
the Series C Preferred Stock as to dividends and upon liquidation, to issue any
Preferred Stock of the Company ranking prior to the Series C Preferred Stock
either as to dividends or upon liquidation, or to change the terms, limitations
or relative rights or preferences of the Series C Preferred Stock or any other
series of Preferred Stock ranking on a parity with the Series C Preferred Stock
as to dividends and upon liquidation, either directly or by increasing the
relative rights of the shares of another class. If the Series C Preferred Stock
is entitled to vote together with any other series of Preferred Stock, it will
be entitled to one vote per share. The holder of shares of Series C Preferred
Stock is entitled to receive dividends in the amount of $4.53 per annum per
share. Generally, the shares of Series C Preferred Stock will be redeemable, in
whole or in part at the option of the Company, on or after January 1, 1998, at a
redemption price (payable in cash or shares of Common Stock) of $53.25 per share
plus accrued and unpaid dividends thereon to the date fixed for redemption.
Series D Preferred Stock. Shares of Series D Preferred Stock have a
stated value of $50.00 per share. The Series D Preferred Stock ranks on a
parity as to dividends, other distributions and upon liquidation with the
currently outstanding series of Preferred Stock. The Series D Preferred Stock
has no preemptive or other subscription rights. The holder of Series D
Preferred Stock does not have voting rights except as provided by law or if six
quarterly dividends are in arrears and except that a two-thirds vote of all
shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distribution of
assets over the Series D Preferred Stock. The holder of shares of Series D
Preferred Stock is entitled to receive dividends at the rate of 9.25% per annum
per share applied to the stated value of such share. The shares of Series D
Preferred Stock are redeemable, in whole or in part, at the option of the
Company, on or after July 1, 1997 at a redemption price of $50.00 per share
plus accrued and unpaid dividends thereon to the date fixed for redemption.
Depositary shares, each representing one-half of a share of Series D Preferred
Stock, are traded on the NYSE.
Series Z Preferred Stock. The holder of the Series Z Preferred Stock
is entitled to a cumulative quarterly dividend at an annual rate of 85% of the
10
<PAGE>
daily average of the Dealer Offer Rates for 30-day commercial paper placed by
dealers whose firm's bond ratings are AA or equivalent, multiplied by the
stock's $45,000 per share liquidation value. The Series Z Preferred Stock is
owned by a subsidiary of the Company, is redeemable without premium at the
Company's option at any time, and is subject to repurchase at the holder's
request at its liquidation value of $45,000 per share, plus accrued dividends,
if not redeemed on or prior to September 15, 1998. The holder of the Series Z
Preferred Stock does not have voting rights except as required by law or if six
quarterly dividends are in arrears and except that a two-thirds vote of all
shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distribution of
assets over the Series Z Preferred Stock.
DESCRIPTION OF OFFERED SECURITIES
The following description of the Offered Securities sets forth certain
terms and provisions of the Offered Securities. The particular terms of each
offering will be more fully described in the applicable Prospectus Supplement.
Series B Preferred Stock
General. The following summary of the terms and provisions of the
Series B Preferred Stock does not purport to be complete and is qualified in its
entirety by reference to the Company's Certificate of Incorporation and the
Certificate of Designation of the Series B Preferred Stock (the "Certificate of
Designation").
The Series B Preferred Stock is convertible into shares of Common
Stock. Shares of Series B Preferred Stock have no preemptive rights. Any
shares of Series B Preferred Stock redeemed or otherwise acquired by the Company
will assume the status of authorized but unissued shares of Preferred Stock and
may thereafter be reissued in the same manner as other authorized but unissued
shares of Preferred Stock.
The registrar, transfer agent and dividend disbursing agent for the
shares of Series B Preferred Stock will be named in the applicable Prospectus
Supplement.
Voting Rights. Holders of Series B Preferred Stock will not have any
voting rights except as set forth below or as otherwise from time to time
required by law. If six quarterly dividends (whether or not consecutive)
payable on shares of Series B Preferred Stock are in arrears at the time of the
record date to determine stockholders for any annual meeting of stockholders of
the Company, the number of directors of the Company will be increased by two,
and the holders of shares of Series B Preferred Stock (voting separately as a
class with the holders of shares of any one or more other series of Preferred
Stock upon which like voting rights have been conferred and are exercisable)
will be entitled at such annual meeting of stockholders to elect two directors
of the Company, with the remaining directors of the Company to be elected by the
holders of shares of any other class or classes or series of stock entitled to
vote therefor. Any director who has been so elected may be removed at any time,
with or without cause, only by the affirmative vote of the holders of the shares
at the time entitled to cast a majority of the votes entitled to be cast for the
11
<PAGE>
election of any such director at a special meeting of such holders called for
that purpose, and any vacancy thereby created may be filled by the vote of such
holders. If a vacancy occurs among the directors elected pursuant to such
special voting right, other than by removal from office, such vacancy may be
filled by the remaining director so elected, or his successor in office. Such
voting rights will continue until all dividend arrearages on the Series B
Preferred Stock have been paid or declared and set apart for payment. Upon the
termination of each such special voting right, the terms of office of all
persons who may have been elected pursuant to such special voting right shall
immediately terminate, and the number of directors of the Company will be
decreased by two. Holders of shares of Series B Preferred Stock will have one
vote for each share held.
Without the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of the total number
of shares of Preferred Stock then outstanding, voting separately as a class
without regard to series, with the holders of shares of Series B Preferred Stock
being entitled to cast one vote per share, the Company may not: (a) create any
class of stock that will have preference as to dividends or distributions of
assets over the Series B Preferred Stock or (b) alter or change the provisions
of the Certificate of Incorporation (including any Certificate of Amendment or
Certificate of Designation relating to the Series B Preferred Stock) so as to
adversely affect the powers, preferences or rights of the holders of shares of
Series B Preferred Stock; provided, however, that if such creation or such
alteration or change would adversely affect the powers, preferences or rights of
one or more, but not all, series of Preferred Stock at the time outstanding,
such alteration or change shall require the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected, voting as a class.
Dividends. Holders of shares of Series B Preferred Stock are entitled
to receive, when and as declared by the Board of Directors out of funds legally
available therefor, cash dividends payable quarterly at the rate of 5.5% per
annum of the Liquidation Preference (as defined below) for shares of the Series
B Preferred Stock. Dividends on shares of Series B Preferred Stock will be
payable quarterly on March 1, June 1, September 1 and December 1 of each year,
for each of the quarterly periods beginning on the preceding November 15,
February 15, May 15 and August 15, respectively, and ending on and including the
day next preceding the first day of the next such quarterly period. Dividends
on each share of the Series B Preferred Stock will be cumulative, and will be
payable to holders of record as they appear on the stock register of the Company
on the record date for each such payment which will be fixed in advance by the
Board of Directors and will be not more than 60 days nor less than 10 days
preceding the payment date thereof. Dividends payable on the Series B Preferred
Stock for any period less than a full dividend period shall be computed on the
basis of the actual number of days elapsed in the period. No interest will be
payable in respect of any dividend payment that is in arrears. If there are
outstanding shares of any other class or series of Preferred Stock ranking on a
parity as to dividends with the shares of Series B Preferred Stock, then in
making any dividend payment on account of arrears on the Series B Preferred
Stock or such other class or series of Preferred Stock, the Company will make
payments ratably upon all outstanding shares of Series B Preferred Stock and
such other class or series in proportion to the respective amounts of dividends
in arrears upon all such outstanding shares of Series B Preferred Stock and such
other class or series of Preferred Stock to the date of such dividend payment.
So long as any shares of Series B Preferred Stock are outstanding,
unless (i) full cumulative dividends have been paid or declared and set apart
for payment on all outstanding shares of Preferred Stock (other than Junior
Stock, as defined below) and (ii) the Company is not in default or in arrears
with respect to any sinking fund or other similar fund or agreement for the
purchase, redemption or other retirement of any shares of Preferred Stock (other
than Junior Stock), the Company may not declare any dividends on any shares of
12
<PAGE>
Common Stock or any other stock of the Company ranking as to dividends or
distributions of assets junior to the Series B Preferred Stock (the Common Stock
and any such other stock being herein referred to as "Junior Stock"), or make
any payment on account of, or set apart money for, a sinking fund or other
similar fund or agreement for the purchase, redemption or other retirement of
any shares of Junior Stock, or make any distribution in respect thereof, other
than a distribution of Junior Stock. In the event that there are outstanding
shares of any other class or series of Preferred Stock ranking on a parity as to
dividends with the Series B Preferred Stock, and dividends on such shares are in
arrears, the Company, in making any dividend payment on account of such
arrearage, is required to make payments ratably on all outstanding shares of
Series B Preferred Stock and such other class or series of Preferred Stock in
proportion to the respective amounts of dividends in arrears on all such
outstanding shares. Holders of shares of Series B Preferred Stock shall not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of full cumulative dividends on such shares. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment that is in
arrears.
The ability of the Company, as a holding company, to pay dividends on
the Series B Preferred Stock will be dependent upon, among other factors, the
Company's earnings, financial condition and cash requirements at the time such
payment is considered, and payment to it of dividends or principal and interest
by, or the availability of other funds from, its subsidiaries. Dividends, loans
and advances from certain subsidiaries to the Company are subject to certain
restrictions, including limitations imposed by borrowing arrangements of certain
of such subsidiaries, applicable insurance holding company laws, the net capital
requirements under the Exchange Act, and the rules of certain securities
exchanges and various domestic and foreign regulatory bodies. Such
restrictions, as well as additional restrictions that the Company may become
subject to in the future, may limit the ability of the Company to pay dividends
on the Series B Preferred Stock.
Optional Redemption. The Series B Preferred Stock is not subject to
any mandatory redemption, pursuant to a sinking fund or otherwise. The Series B
Preferred Stock is not redeemable prior to July 30, 1996. On or after such date
the Series B Preferred Stock will be redeemable at the option of the Company, in
whole or in part, upon not less than 30 days' and no more than 90 days' notice,
at the following redemption prices per share (expressed as a percentage of the
Liquidation Preference (as defined below)), if redeemed during the 12-month
period beginning July 30 of the year indicated:
Year Redemption Price
---- ----------------
1996 103.85%
1997 103.30%
1998 102.75%
1999 102.20%
2000 101.65%
2001 101.10%
2002 100.55%
and thereafter at a price of $50.00 per share, plus, in each case, accrued and
accumulated but unpaid dividends thereon to but excluding the dated fixed for
redemption. Dividends will cease to accrue from and after the redemption date
on shares of Series B Preferred Stock so called for redemption, and all rights
13
<PAGE>
of holders thereof as stockholders of the Company (except the right to receive
the redemption price) will cease as of such date. If full cumulative dividends
on all outstanding shares of the Series B Preferred Stock have not been paid or
declared and set apart for payment for all past dividend periods, or if any
matured obligations of the Company with respect to any sinking funds, retirement
funds or purchase funds for all series of Preferred Stock then outstanding have
not been met, the Series B Preferred Stock may not be redeemed in part and the
Company may not purchase or acquire any shares of Series B Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Series B Preferred Stock. If fewer than all the
outstanding shares of Series B Preferred Stock are to be redeemed, the Company
will select those shares to be redeemed by lot or pro rata (as nearly as may be)
or by any other method as may be reasonably determined by the Board of Directors
in good faith to be equitable.
The right to convert shares of Series B Preferred Stock will terminate
at the close of business on the date fixed for redemption unless the Company
defaults in its payment of the Redemption Price.
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of shares of
Series B Preferred Stock will be entitled to receive out of the assets of the
Company available for distribution to stockholders, after provision has been
made for payment of any liquidation preference of any other class of stock of
the Company ranking senior to the Series B Preferred Stock as to rights upon
liquidation, dissolution or winding up and before any distribution of assets is
made in respect of (i) any other shares of Preferred Stock that may be issued in
the future and that rank junior to the Series B Preferred Stock as to rights
upon liquidation, dissolution or winding up or (ii) shares of Common Stock,
liquidating distributions in the amount of $50.00 per share (the "Liquidation
Preference"), plus accrued and accumulated but unpaid dividends to the date of
final distribution. After payment of the full preferential amount to which they
are entitled, the holders of shares of Series B Preferred Stock will not be
entitled to any further participation in any distribution of assets by the
Company. If the assets available for distribution are insufficient to pay
holders of shares of Series B Preferred Stock and of any other shares of stock
of the Company ranking as to any such distribution on a parity with the Series B
Preferred Stock the full preferential amount to which they are entitled, then
such assets shall be distributed ratably among the shares of all Series B
Preferred Stock and of such other shares in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if any) payable
with respect thereto.
Conversion Rights. Each share of Series B Preferred Stock is
convertible, in whole or in part, at the option of the holder thereof, into that
number of shares which is equal to $50.00 divided by the conversion price per
share applicable to Common Stock at the time of such conversion (the "Conversion
Price"). The Conversion Price is currently $36.75 but will be adjusted under
certain circumstances.
Shares of Series B Preferred Stock surrendered for conversion in
accordance with the requirements set forth below will be deemed converted
immediately prior to the close of business on the date of such surrender and the
holder of the shares of Common Stock issued upon such conversion will be treated
as a record holder of Common Stock at such time. However, the Company will not
make any payments or adjustments with respect to dividends accrued on shares of
Series B Preferred Stock surrendered for conversion or the shares of Common
Stock issued upon such conversion.
14
<PAGE>
Conversion of shares of Series B Preferred Stock may be effected by
surrender of the certificate(s) evidencing such shares at the office of the
transfer agent for the Series B Preferred Stock, properly endorsed, together
with a written notice of election to convert such shares and the name(s) in
which certificates representing the shares of Common Stock issued upon
conversion are to be issued, and in the event certificates are to be issued in a
name other than that in which the shares of Series B Preferred Stock were
registered, payment to the Company or evidence that such payment has been made,
of any taxes payable in respect of such transfer.
If the Company pays or makes a dividend or distribution on any class
of its capital stock in shares of Common Stock, the Conversion Price will be
reduced, effective at the opening of business on the date following the
Determination Date (as hereinafter defined), to an amount equal to the
Conversion Price multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock (not including treasury shares but including
shares issuable in respect of scrip certificates) outstanding on the
Determination Date (the "Outstanding Shares"), and the denominator of which
shall be the sum of the Outstanding Shares and the shares to be issued in
connection with the dividend or distribution. For the purposes of this
Prospectus, the "Determination Date" means any date fixed by the Company for
determining which stockholders are entitled to receive payments, dividends,
warrants or other distributions, as applicable. In the event that such dividend
or distribution is not so paid or made, the Conversion Price shall be
readjusted.
In the event that the Company issues rights or warrants entitling
holders of Common Stock to subscribe for or purchase shares of Common Stock (the
"Offered Shares") at a price per share (the "Offered Price") less than the
Average Market Price (as defined below) on the Determination Date, the
Conversion Price will be reduced, effective at the opening of business on the
day following the Determination Date, to an amount equal to the Conversion Price
multiplied by a fraction, the numerator of which shall be the sum of the number
of Outstanding Shares plus the number of shares of Common Stock which could be
purchased at the Average Market Price with the proceeds of the sale of the
Offered Shares at the Offered Price, and the denominator of which shall be the
sum of the number of Outstanding Shares plus the number of Offered Shares. To
the extent that shares of Common Stock are not delivered after the expiration of
such rights or warrants, or to the extent that such rights or warrants are not
so issued, the Conversion Price shall be readjusted. As used herein, the term
"Average Market Price" of the Common Stock means the average of the daily
reported closing sales prices, regular way, per share of the Common Stock on the
NYSE or, if the Common Stock is not principally traded on the NYSE, such other
market on which the Common Stock is listed or principally traded, for the 10
consecutive trading days prior to the Determination Date.
Effective at the opening of business on the date following any
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock, the Conversion Price shall be proportionately reduced.
Conversely, at the opening of business on the date following the combination of
the outstanding shares of Common Stock into a smaller number of shares of Common
Stock, the Conversion Price shall be proportionately increased.
If the Company makes a distribution to all holders of its Common Stock
of evidences of indebtedness or assets (other than any dividend or distribution
paid in cash or other property out of the retained earnings of the Company and
other than any such distributions of Common Stock, warrants or rights described
above) then the Company may, at its option, either: (i) include the holders of
Series B Preferred Stock in such distribution, with such distribution being made
15
<PAGE>
to such holders assuming the full conversion of their shares of Series B
Preferred Stock into shares of Common Stock at the current Conversion Price on
the Determination Date or, (ii) effective at the opening of business on the date
following the Determination Date, reduce the Conversion Price to an amount equal
to the Conversion Price on the Determination Date multiplied by a fraction, the
numerator of which shall be the Average Market Price on the Determination Date
less the then fair market value (as reasonably determined in good faith by the
Board of Directors of the Company) on such date of the assets or evidences of
indebtedness to be distributed on one share of Common Stock and the denominator
of which shall be the Average Market Price. In the event that such distribution
is not so paid or made, the Conversion Price shall be readjusted. If the
Company determines to make a distribution in accordance with (i) above, the
Company may elect to pay cash to such holders in an amount equal to the fair
market value (determined as provided above) of the distribution to which such
holders would otherwise have been entitled.
The Company may make such other reductions in the Conversion Price as
it deems advisable to prevent any event treated for Federal income tax purposes
as a dividend of stock or stock rights from being taxable to the recipients.
In the event of any merger or consolidation involving the Company
which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock or any sale or transfer of
all or substantially all of the assets of the Company (an "Event"), then each
share of Series B Preferred Stock shall be convertible only into the kind and
amount of securities, cash or other property receivable upon such Event by a
holder of the number of shares of Common Stock into which such share of Series B
Preferred Stock was convertible immediately prior to such Event. A
reclassification of Common Stock into other securities shall be deemed to
involve both a distribution of such other securities to all holders of Common
Stock, and a subdivision or combination, as the case may be, of Common Stock.
No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Price, but any adjustments not made because of this limitation shall
be carried forward and taken into account in determining whether subsequent
adjustments shall be required. In no event shall the Conversion Price be
reduced below the then par value of the Common Stock and any such adjustment
which would cause the Conversion Price to be reduced below such par value shall
instead reduce the Conversion Price to such par value.
No fractional shares of Common Stock shall be issued upon conversion,
but, instead of any fraction of a share which would otherwise be issuable, the
Company shall pay a cash adjustment in an amount equal to the same fraction of
the market price per share of Common Stock (as determined in good faith by the
Board of Directors of the Company or in any manner prescribed by the Board of
Directors of the Company) at the close of business on the day of conversion.
Notices. Holders of Series B Preferred Stock will be entitled to
notice in the event of (a) the declaration of a dividend on Common Stock by the
Company payable otherwise than in cash out of its retained earnings, (b) the
granting to the holders of Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any other rights, (c)
any reclassification of Common Stock or, under certain circumstances, of a
consolidation or merger to which the Company is a party, or of the sale or
transfer of all or substantially all of the assets of the Company, or (d) the
voluntary or involuntary dissolution, liquidation or winding up of the Company.
16
<PAGE>
Additional Provisions of the Company's Certificate of Incorporation and By-laws
Business Combinations. The Certificate of Incorporation requires the
affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of the then outstanding shares of Voting Stock (as defined therein),
voting together as a single class, excluding from such number of outstanding
shares and from such required vote Voting Stock beneficially owned by any
Interested Stockholder (as defined therein, generally, as a 25% stockholder), to
approve any merger or other Business Combination (as defined therein, which term
includes a merger, sale of $25,000,000 of assets, and similar extraordinary
corporate transactions) between, or otherwise involving, the Company and any
Interested Stockholder, unless the transaction has been approved by a majority
of the Continuing Directors (as defined therein) in the manner described
therein, or under some circumstances, unless certain minimum price, form of
consideration and procedural requirements are satisfied.
Amendments to Certificate of Incorporation and By-laws. Under the
Certificate of Incorporation, the alteration, amendment or repeal of, or
adoption of any provision inconsistent with the provisions of the Certificate of
Incorporation relating to the issuance of Preferred Stock or Common Stock, the
classified board of directors and amendments to the By-laws will require the
affirmative vote of the holders of at least 75% of the voting power! of the
shares entitled to vote for the election of directors. Amendments of provisions
of the Certificate of Incorporation relating to Business Combinations require a
vote of the holders of 66 2/3% of the then outstanding shares of Voting Stock,
excluding Voting Stock held by Interested Stockholders, unless 75% of the Board
of Directors recommend such amendment and the directors comprising such 75%
would qualify as Continuing Directors.
Classified Board of Directors. The Certificate of Incorporation
provides for the Board of Directors to be divided into three classes, with the
term of one such class expiring each year. If holders of Preferred Stock shall
have the right, voting separately by class or series, to elect directors, the
directors so elected shall not be divided into classes unless expressly provided
in the Certificate of Incorporation or the applicable Certificate of
Designation. The Company's Board of Directors currently consists of 22 members.
Removal of Directors; Vacancies. Under the DGCL, unless the
certificate of incorporation provides otherwise, directors of a corporation with
a classified board, such as the Company, may be removed only for cause by the
holders of a majority of the shares then entitled to vote at an election of
directors. The Certificate of Incorporation does not provide for removal for
reasons other than cause. The term "cause" is not defined under the DGCL.
Consequently, any question concerning the legal standard for "cause" would have
to be judicially determined, and such a determination could be difficult,
expensive and time-consuming.
Vacancies on the Board of Directors resulting from an increase in the
number of directors may be filled by a majority of the Board of Directors then
in office, provided that a quorum is present, and any additional director
elected to fill such a vacancy shall hold office for a term coinciding with the
remaining term of the class to which he was elected. Any other vacancies on the
Board of Directors may be filled by a majority of the directors then in office,
even if less than a quorum, and the director so elected shall have the same
remaining term as that of his predecessor.
17
<PAGE>
Warrants
General. The Company currently has issued and outstanding Warrants
for the purchase of 3,749,466 shares of Common Stock. All of such Warrants were
originally issued to the Selling Stockholder. The Warrants being offered are
being sold for the account of the Selling Stockholder.
Each Warrant represents the right to purchase one share of Common
Stock at an initial purchase price of $39.00. The purchase price and the number
of shares issuable upon exercise of the warrants are subject to adjustment in
certain events as more fully set forth below (the purchase price, as so
adjusted, is hereinafter referred to as the "Warrant Price").
The Company has reserved from its authorized but unissued shares a
sufficient number of shares of Common Stock for issuance on exercise of the
Warrants. During the period in which a Warrant is exercisable, exercise of such
Warrant may be effected by presentation and surrender of such Warrant to the
warrant agent at the office or agency of the warrant agent maintained for that
purpose pursuant to the terms of the Warrant with the form of election to
purchase on the reverse thereof duly completed and signed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed by a bank or
trust company, by a broker or dealer which is a member of the NASD or by a
member of a national securities exchange, and accompanied by payment to the
warrant agent for the account of the Company, of the Warrant Price for the
number of shares of Common Stock specified in such form. All shares of Common
Stock issued upon the exercise of a Warrant shall be duly authorized and validly
issued, fully paid and nonassessable. Until the exercise of their Warrants, the
holders thereof will have no rights as stockholders of the Company.
The warrant agent for the Warrants will be named in the applicable
Prospectus Supplement.
The Warrants are exercisable at any time on or prior to July 31, 1998.
The outstanding Warrants are not subject to redemption.
Anti-Dilution Provisions. If the Company pays or makes a dividend or
distribution on any class of its capital stock in shares of Common Stock, the
Warrant Price will be reduced, effective at the opening of business on the date
following the Determination Date, to an amount equal to the Warrant Price
multiplied by a fraction, the numerator of which shall be the number of
Outstanding Shares, and the denominator of which shall be the sum of the
Outstanding Shares and the shares to be issued in connection with the dividend
or distribution. In the event that such dividend or distribution is not so paid
or made, the Warrant Price shall be readjusted.
In the event that the Company issues rights or warrants entitling
holders of Common Stock to subscribe for or purchase Offered Shares at an
Offered Price less than the Average Market Price on the Determination Date, the
18
<PAGE>
Warrant Price will be reduced, effective at the opening of business on the date
following the Determination Date, to an amount equal to the Warrant Price
multiplied by a fraction, the numerator of which shall be the sum of the number
of Outstanding Shares plus the number of shares of Common Stock which could be
purchased at the Average Market Price with the proceeds of the sale of the
Offered Shares at the Offered Price, and the denominator of which shall be the
sum of the Outstanding Shares plus the Offered Shares. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, or to the extent that such rights or warrants are not issued, the
Warrant Price shall be readjusted.
Effective at the opening of business on the date following any
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock, the Warrant Price shall be proportionately reduced.
Conversely, at the opening of business on the date following the combination of
the outstanding shares of Common Stock into a smaller number of shares of Common
Stock, the Warrant Price shall be proportionately increased.
If the Company makes a distribution to all holders of its Common Stock
of evidences of indebtedness or assets (other than any dividend or distribution
paid in cash or other property out of the retained earnings of the Company and
other than any such distributions described above) then the Company may, at its
option, either: (i) include the holders of Warrants in such distribution with
such distribution being made to such holders assuming the exercise of their
Warrants into shares of Common Stock at the current Warrant Price on the
Determination Date or, (ii) effective on the opening of business on the date
following the Determination Date, reduce the Warrant Price to an amount equal to
the Warrant Price on the Determination Date multiplied by a fraction, the
numerator of which shall be the Average Market Price on the Determination Date
less the then fair market value (as reasonably determined in good faith by the
Board of Directors of the Company) on such date of the assets or evidences of
indebtedness to be distributed on one share of Common Stock and the denominator
of which shall be the Average Market Price. In the event that such distribution
is not so paid or made, the Warrant Price shall be readjusted. If the Company
determines to make a distribution in accordance with (i) above, the Company may
elect to pay cash to such holders in an amount equal to the fair market value
(determined as provided above) of the distribution to which such holders would
otherwise have been entitled.
The Company may make such other reductions in the Warrant Price as it
deems advisable to prevent any event treated for Federal income tax purposes as
a dividend of stock or stock rights from being taxable to the recipients.
In case of any Event, then each Warrant shall be convertible only into
the kind and amount of securities, cash or other property receivable upon such
Event by a holder of the number of shares of Common Stock for which such Warrant
was exercisable immediately prior to such Event. A reclassification of Common
Stock into other securities shall be deemed to involve both a distribution of
such other securities to all holders of Common Stock, and a subdivision or
combination, as the case may be, of Common Stock.
No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Warrant
Price, but any adjustments not made because of this limitation shall be carried
forward and taken into account in determining whether subsequent adjustments
shall be required. In no event shall the Warrant Price be reduced below the
19
<PAGE>
then par value of the Common Stock and any such adjustment which would cause the
Warrant Price to be reduced below such par value shall instead reduce the
Warrant Price to such par value.
No fractions of Warrants shall be issued on any distribution of
Warrants to holders of Warrants, but, instead of any fraction of a Warrant which
would otherwise be issuable, the Company shall pay a cash adjustment in an
amount equal to the same fraction of the current market value per Warrant (as
determined in accordance with the terms of the Warrant Agreement) for the
trading day immediately prior to the date of such exercise.
No fractional shares of Common Stock shall be issued upon exercise of
a Warrant, but, instead of any fraction of a share which would otherwise be
issuable, the Company shall pay a cash adjustment in an amount equal to the same
fraction of the current market value per share of Common Stock (as determined in
accordance with the terms of the Warrant Agreement) for the trading day
immediately prior to the date of such exercise.
Notices. Holders of Warrants will be entitled to notice in the event
of (a) the declaration of a dividend on Common Stock by the Company payable
otherwise than in cash out of its retained earnings, (b) the granting to the
holders of Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock or any class or of any other rights, (c) any
reclassification of Common Stock or, under certain circumstances, of a
consolidation or merger to which the Company is a party, or of the sale or
transfer of all or substantially all of the assets of the Company, or (d) the
voluntary or involuntary dissolution, liquidation or winding up of the Company.
Common Stock
As of December 31, 1993 the Company had outstanding approximately
334 million shares of its Common Stock. Each holder of Common Stock is
entitled to one vote per share for the election of directors and for all other
matters to be voted on by stockholders. Except as otherwise provided by law,
the holders of shares of Common Stock vote as one class, together with the
shares of Series C Preferred Stock. Holders of Common Stock may not cumulate
their votes in the election of directors, and are entitled to share equally in
such dividends as may be declared by the Board of Directors out of funds
legally available therefor, but only after payment of dividends required to be
paid on outstanding shares of Preferred Stock. Upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of Common
Stock share pro rata in the assets remaining after payments to creditors and
provision for the preference of any Preferred Stock. There are no preemptive
or other subscription rights, conversion rights or redemption or sinking fund
provisions with respect to shares of Common Stock. All of the outstanding
shares of Common Stock are fully paid and nonassessable. The transfer agent
and registrar for the Common Stock is The First National Bank of Boston. The
Common Stock is listed on the NYSE and the Pacific Stock Exchange.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Series B Preferred Stock and
Warrants on a negotiated or competitive bid basis to or through underwriters or
20
<PAGE>
dealers, and also may sell the Series B Preferred Stock and Warrants through
agents. The Prospectus Supplement will describe the method of distribution of
the Series B Preferred Stock and Warrants.
The distribution of the Series B Preferred Stock and Warrants may be
effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
If underwriters are used in the offering of the Series B Preferred
Stock and Warrants, the terms of the transaction, including compensation of the
underwriters and dealers, if any, will be set forth in the Prospectus Supplement
relating to such offering. Unless otherwise set forth in the Prospectus
Supplement, such underwriters will include SBS and Lehman. Only underwriters
named in a Prospectus Supplement will be deemed to be underwriters in connection
with the Series B Preferred Stock and Warrants described therein. Firms not so
named will have no direct or indirect participation in the underwriting of such
securities, although such a firm may participate in the distribution of such
securities under circumstances entitling it to a dealer's commission. It is
anticipated that any underwriting agreement pertaining to any offering of the
Series B Preferred Stock or the Warrants will (1) entitle the underwriters to
indemnification by the Company and the Selling Stockholder against certain civil
liabilities, including liabilities under the Act, or to contribution for
payments which the underwriters may be required to make in respect thereof, (2)
provide that the obligations of the underwriters will be subject to certain
conditions precedent, and (3) provide that the underwriters generally will be
obligated to purchase all securities subject to such agreement if any are
purchased.
The Selling Stockholder also may sell the Series B Preferred Stock and
Warrants to a dealer as principal. In such event, the dealer may then resell
the Series B Preferred Stock and Warrants to the public at varying prices to be
determined by such dealer at the time of resale. Unless otherwise set forth in
the Prospectus Supplement, such dealers will include SBS and Lehman. The names
of the dealers and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
The Series B Preferred Stock and the Warrants also may be offered
through agents designated by the Selling Stockholder from time to time. Unless
otherwise set forth in the Prospectus Supplement, such agents will include SBS
and Lehman. Any such agent will be named, and the terms of any such agency will
be set forth, in the Prospectus Supplement relating thereto. Unless otherwise
indicated in such Prospectus Supplement, any such agent will act on a best
efforts basis for the period of its appointment.
Dealers and agents named in a Prospectus Supplement may be deemed to
be underwriters (within the meaning of the Act) of the Series B Preferred Stock
and Warrants described therein and, under agreements which may be entered into
with the Company and the Selling Stockholder, may be entitled to indemnification
by the Company and the Selling Stockholder against certain civil liabilities,
including liabilities under the Act, or to contribution for payments which they
may be required to make in respect thereof.
Prior to the offering of the Series B Preferred Stock and Warrants
there has been no public market for the Series B Preferred Stock or the
Warrants. The initial offering prices for such securities will be determined by
the Selling Stockholder and the underwriters, dealers or agents, as the case may
be. Among the factors that will be considered in determining the initial
offering prices, in addition to prevailing market conditions, are the
Company's financial and operating history and condition, markets for similar
21
<PAGE>
securities of comparable companies, the market price of the Common Stock, the
conversion price of the Series B Preferred Stock, the exercise price of the
Warrants, the dividend yield of the Series B Preferred Stock and similar
securities, of comparable companies, and the premium on warrants or similar
securities of comparable companies.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company and the Selling Stockholder in the ordinary
course of business.
The anticipated place and time of delivery for the Series B Preferred
Stock and Warrants will be set forth in the Prospectus Supplement.
This Prospectus may be used by SBS in connection with offers and sales
of the Offered Securities in market-making transactions, subject to obtaining
any necessary approvals of the NYSE, at negotiated prices related to prevailing
market prices at the time of sale. SBS may act as principal or agent in such
transactions. SBS has no obligation to make a market in any of the Offered
Securities and may discontinue its market-making activities at any time
without notice, at its sole discretion.
SBS, a member of the National Association of Securities Dealers, Inc.
(the "NASD") and an affiliate of the Company, and Lehman, a member of the NASD
and a majority-owned subsidiary of the Selling Stockholder, may underwrite the
offerings of the Offered Securities covered by this Prospectus and participate
in offers and sales of such Offered Securities. Accordingly, the underwriting
arrangements for the offering and such offers and sales will conform with the
requirements set forth in Schedule E to the By-Laws of the NASD regarding an
NASD member firm's participation in distributing its affiliate's securities. In
particular, the public offering price of the Warrants can be no higher than
that recommended by a "qualified independent underwriter" meeting certain
standards. In accordance with this requirement, Lehman, unless otherwise set
forth in a Prospectus Supplement, will serve in such role and will recommend
prices in compliance with the requirements of Schedule E. Lehman, in its role
as qualified independent underwriter, has performed due diligence investigations
and reviewed and participated in the preparation of this Prospectus and the
Registration Statement of which this Prospectus forms a part. For a description
of certain arrangements and relationships among the Selling Stockholder, the
Company, and the Representatives, see "Selling Stockholder."
ERISA MATTERS
By virtue of the Company's affiliation with certain of its
subsidiaries, including SBS, that are involved in investment advisory and asset
management activities, the Company and any direct or indirect subsidiary of the
Company may each be considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a
"disqualified person" under corresponding provisions of the Internal Revenue
Code of 1986 (the "Code"), with respect to many employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
the Offered Securities are acquired by an employee benefit plan with respect to
which the Company or any direct or indirect subsidiary of the Company is a party
in interest, unless such securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Offered Securities should consult
with its legal counsel.
22
<PAGE>
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the
Company by Charles O. Prince, III, Esq., General Counsel of the Company, The
Travelers Inc., 65 East 55th Street, New York, New York 10022 or by counsel to
be identified in the Prospectus Supplement. Mr. Prince, Senior Vice President,
General Counsel and Secretary of the Company, beneficially owns, or has rights
to acquire under the Company's employee benefit plans, an aggregate of less than
1% of the Company's Common Stock. Certain legal matters will be passed upon for
the Selling Stockholder by Louise M. Parent, General Counsel of the Selling
Stockholder, or counsel to be identified in the Prospectus Supplement, and for
the Underwriters by counsel to be identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and schedules of the Company
(formerly Primerica Corporation) as of December 31, 1992 and 1991, and for each
of the years in the three-year period ended December 31, 1992, included in the
Company's Annual Report on Form 10-K for the year 1992, have been incorporated
by reference herein, in reliance upon the reports (also incorporated by
reference herein) of KPMG Peat Marwick, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick covering the December 31, 1992
consolidated financial statements refers to a change in accounting for income
taxes. The consolidated financial statements of The Travelers Corporation as of
December 31, 1992 and 1991, and for each of the years in the three-year period
ended December 31, 1992, included in the Company's Annual Report on Form 10-K
for the year 1992, have been incorporated by reference herein, in reliance upon
the report which includes an explanatory paragraph referring to changes in the
method of accounting for postretirement benefits other than pensions, accounting
for income taxes and accounting for foreclosed assets in 1992 (also incorporated
by reference herein) of Coopers & Lybrand, independent accountants, and upon the
authority of said firm as experts in accounting and auditing. The combined
statement of assets acquired and liabilities assumed of the Shearson Lehman
Brothers and SLB Asset Management Divisions ("SLBD") of Shearson Lehman Brothers
Holdings Inc. as of December 31, 1992 and 1991, the related combined statement
of operations of SLBD for the years then ended and the combined statement of
cash provided by net income, as adjusted for non cash expenses and changes in
assets acquired and liabilities assumed, exclusive of investing and financing
activities for the year ended December 31, 1992, included in the Company's
Current Report on Form 8-K dated April 28, 1993, have been incorporated by
reference herein, in reliance upon the report (also incorporated by reference
herein) of Ernst & Young, independent auditors, given upon the authority of said
firm as experts in accounting and auditing.
23
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee . . . . . . . . $ 67,455.26
NASD registration fee . . . . . . . 20,062
Blue Sky fees and expenses . . . . . 25,000
Printing . . . . . . . . . . . . . . 100,000
Fees of Independent Certified
Public Accountants . . . . . . . . 25,000
Miscellaneous expenses . . . . . . . 15,000
Total expenses . . . . . . . . . $252,523.26
===========
Except for the SEC and NASD registration fees, all of the foregoing are
estimates.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
II-1
<PAGE>
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 3 of Article V of the
Company's By-laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same extent as provided in the Company's By-
laws.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article ELEVENTH of the Company's Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
Item 16. Exhibits.
Exhibit
Number Description
- ------- -----------
1.01 Form of Underwriting Agreement for Series B Preferred Stock.*
1.02 Form of Underwriting Agreement for Warrants.*
4.01 Certificate of Designation of Series B Preferred Stock of the Company.
4.02 Form of Series B Preferred Stock Certificate.
- ----------------------
* To be filed by amendment.
II-2
<PAGE>
Exhibit No. Description
- ----------- -----------
4.03 Form of Warrant Agreement.*
4.04 Form of Warrant.*
4.05 Form of Common Stock Certificate.
5.01 Opinion of Charles O. Prince, III, General Counsel of the
Company, as to the legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) and to Exhibit 12.01 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1993.
23.01 Consent of KPMG Peat Marwick, Independent Certified Public
Accountants.
23.02 Consent of Coopers & Lybrand, Independent Accountants.
23.03 Consent of Ernst & Young, Independent Auditors.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P to the Consolidated
Annual Statement of Gulf Insurance Company and its affiliated
fire and casualty insurers, incorporated by reference to
Exhibit 29.01 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (File No. 1-9924).
The information included in Schedule P of Annual Statements
of The Travelers Corporation, a Connecticut corporation ("old
Travelers"), or its affiliates is omitted. During 1993, old
Travelers was a registrant under the Securities Exchange Act
of 1934, and filed such information with the Securities and
Exchange Commissio!n in its own right. During such time the
Company owned approximately 27% of the common stock of old
Travelers. The information included in Schedule P of Annual
Statements of the Company's unconsolidated subsidiaries is
omitted in accordance with paragraph 28, clause (iv) of Item
601 of Regulation S-K.
- -----------------------------------
*To be filed by amendment.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(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;
(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 (1)(i) and (1)(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 by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
II-4
<PAGE>
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, this 15th day of
February, 1994.
THE TRAVELERS INC.
(Registrant)
By: /s/ James Dimon
--------------------------------
James Dimon
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 15th day of February, 1994.
Signature Capacity
--------- --------
Chairman of the Board, Chief
/s/ Sanford I. Weill Executive Officer and Director
........................................ (Principal Executive Officer)
Sanford I. Weill
President, Chief Operating Officer,
/s/ James Dimon Chief Financial Officer and
........................................ Director (Principal Financial
James Dimon Officer)
/s/ Irwin R. Ettinger Senior Vice President and Chief
........................................ Accounting Officer (Principal
Irwin R. Ettinger Accounting Officer)
........................................ Director
C. Michael Armstrong
*
........................................ Director
Kenneth J. Bialkin
........................................ Director
Richard H. Booth
II-6
<PAGE>
Signature Capacity
--------- --------
........................................ Director
Edward H. Budd
*
........................................ Director
Joseph A. Califano, Jr.
*
........................................ Director
Robert W. Crispin
*
........................................ Director
Douglas D. Danforth
*
........................................ Director
Robert F. Daniell
*
........................................ Director
Leslie B. Disharoon
*
........................................ Director
Gerald R. Ford
*
........................................ Director
Robert F. Greenhill
*
........................................ Director
Ann D. Jordan
*
........................................ Director
Robert I. Lipp
*
........................................ Director
Dudley C. Mecum
II-7
<PAGE>
Signature Capacity
--------- --------
* Director
........................................
Andrall E. Pearson
* Director
........................................
Frank J. Tasco
* Director
........................................
Linda J. Wachner
* Director
........................................
Joseph R. Wright, Jr.
* Director
........................................
Arthur Zankel
* Director
........................................
Frank G. Zarb
* By: /s/ James Dimon
.................................
James Dimon
Attorney-in-fact
II-8
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
1.01 Form of Underwriting Agreement for Series B Preferred Stock.*
1.02 Form of Underwriting Agreement for Warrants.*
4.01 Certificate of Designation of Series B Preferred Stock of the Company.
4.02 Form of Series B Preferred Stock Certificate.
4.03 Form of Warrant Agreement.*
4.04 Form of Warrant.*
4.05 Form of Common Stock Certificate.
5.01 Opinion of Charles O. Prince, III, General Counsel of the
Company, as to the legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) and to Exhibit 12.01 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1993.
23.01 Consent of KPMG Peat Marwick, Independent Certified Public
Accountants.
23.02 Consent of Coopers & Lybrand, Independent Accountants.
23.03 Consent of Ernst & Young, Independent Auditors.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P to the Consolidated
Annual Statement of Gulf Insurance Company and its affiliated
fire and casualty insurers, incorporated by reference to
Exhibit 29.01 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (File No. 1-9924).
The information included in Schedule P of Annual Statements
of The Travelers Corporation, a Connecticut corporation ("old
Travelers"), or its affiliates is omitted. During 1993, old
Travelers was a registrant under the Securities Exchange Act
of 1934, and filed such information with the Securities and
Exchange Commissio!n in its own right. During such time the
Company owned approximately 27% of the common stock of old
Travelers. The information included in Schedule P of Annual
Statements of the Company's unconsolidated subsidiaries is
omitted in accordance with paragraph 28, clause (iv) of Item
601 of Regulation S-K.
- -----------------------------------
*To be filed by amendment.
EXHIBIT 4.01
Certificate of Designation
of
5.50% Convertible Preferred Stock, Series B
of
Primerica Corporation
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Primerica Corporation, a Delaware corporation (the
"Corporation"), hereby certifies that:
1. The Certificate of Incorporation, as amended, of
the Corporation (the "Certificate of Incorporation") fixes the
total number of shares of all classes of capital stock that the
Corporation shall have the authority to issue at five hundred
million (500,000,000) shares of common stock, par value $.01 per
share ("Common Stock") and ten million (10,000,000) shares of
preferred stock, par value $1.00 per share ("Preferred Stock").
2. The Certificate of Incorporation expressly grants
to the Board of Directors of the Corporation (the "Board of
Directors") authority to provide for the issuance of the shares
of Preferred Stock in series, and to establish from time to time
the number of shares to be included in each such series and to
fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations
or restrictions thereof.
3. Pursuant to the authority conferred upon the
Board of Directors by the Certificate of Incorporation, the
Board of Directors, by action duly taken on July 28, 1993,
adopted resolutions that provide for a series of Preferred Stock
as follows:
RESOLVED, that an issue of a series of Preferred Stock
is hereby provided for, and the number of shares to be included
in such series is established, and the designation, powers,
preference and rights, and qualifications, limitations or re-
strictions thereof, of such series are fixed, hereby as follows:
1. Designation and Number of Shares. The des-
ignation of such series shall be 5.50% Convertible
Preferred Stock, Series B (the "Series B Convertible
Preferred Stock"), and the number of shares constitut-
<PAGE>
ing such series shall be 2,500,000. The number of au-
thorized shares of Series B Convertible Preferred
Stock may be reduced (but not below the number of
shares thereof then outstanding) by further resolution
duly adopted by the Board of Directors or the Execu-
tive Committee and by the filing of a certificate
pursuant to the provisions of the General Corporation
Law of the State of Delaware stating that such reduc-
tion has been so authorized, but the number of autho-
rized shares of Series B Convertible Preferred Stock
shall not be increased.
2. Dividends. Dividends on each share of Se-
ries B Convertible Preferred Stock shall be cumulative
from the date of original issue of such share and
shall be payable, when and as declared by the Board of
Directors out of funds legally available therefor, in
cash on March 1, June 1, September 1 and December 1 of
each year, commencing September 1, 1993.
Each quarterly period beginning on February 15,
May 15, August 15 and November 15 in each year and
ending on and including the day next preceding the
first day of the next such quarterly period shall be a
"Dividend Period." If a share of Series B Convertible
Preferred Stock is outstanding during an entire Divi-
dend Period, the dividend payable on such share on the
first day of the calendar month immediately following
the last day of such Dividend Period shall be $.6875
(or one-fourth of 5.50% of the Liquidation Preference
(as defined in Section 6) for such share). If a share
of Series B Convertible Preferred Stock is outstanding
for less than an entire Dividend Period, the dividend
payable on such share on the first day of the calendar
month immediately following the last day of such Divi-
dend Period on which such share shall be outstanding
shall be the product of $.6875 multiplied by the ratio
(which shall not exceed one) that the number of days
that such share was outstanding during such Dividend
Period bears to the number of days in such Dividend
Period.
Each dividend on the shares of Series B Convert-
ible Preferred Stock shall be paid to the holders of
record of shares of Series B Convertible Preferred
Stock as they appear on the stock register of the
Corporation on such record date, not more than 60 days
2
<PAGE>
nor less than 10 days preceding the payment date of
such dividend, as shall be fixed in advance by the
Board of Directors. Dividends on account of arrears
for any past Dividend Periods may be declared and paid
at any time, without reference to any regular dividend
payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof,
as may be fixed in advance by the Board of Directors.
If there shall be outstanding shares of any other
class or series of preferred stock of the Corporation
ranking on a parity as to dividends with the Series B
Convertible Preferred Stock, the Corporation, in mak-
ing any dividend payment on account of arrears on the
Series B Convertible Preferred Stock or such other
class or series of preferred stock, shall make pay-
ments ratably upon all outstanding shares of Series B
Convertible Preferred Stock and such other class or
series of preferred stock in proportion to the respec-
tive amounts of dividends in arrears upon all such
outstanding shares of Series B Convertible Preferred
Stock and such other class or series of preferred
stock to the date of such dividend payment.
Holders of shares of Series B Convertible Pre-
ferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess
of full cumulative dividends on such shares. No in-
terest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment that is in
arrears.
3. Redemption. The Series B Convertible Pre-
ferred Stock is not subject to any mandatory redemp-
tion pursuant to a sinking fund or otherwise. The
Corporation, at its option, may redeem shares of Se-
ries B Convertible Preferred Stock, as a whole or in
part, at any time or from time to time on or after
July 30, 1996 at the following redemption prices per
share (expressed as a percentage of the Liquidation
Preference (as defined in Section 6 hereof)), if re-
deemed during the 12-month period beginning July 30 of
the year indicated:
3
<PAGE>
Year Redemption Price
---- ----------------
1996 103.85%
1997 103.30%
1998 102.75%
1999 102.20%
2000 101.65%
2001 101.10%
2002 100.55%
and thereafter at a price of $50.00 per share, plus,
in each case, accrued and accumulated but unpaid divi-
dends thereon to but excluding the date fixed for
redemption (the "Redemption Price").
If the Corporation shall redeem shares of Series
B Convertible Preferred Stock pursuant to this Section
3, notice of such redemption shall be given by first
class mail, postage prepaid, not less than 30 or more
than 90 days prior to the redemption date, to each
holder of record of the shares to be redeemed, at such
holder's address as shown on the stock register of the
Corporation. Each such notice shall state: (a) the
redemption date; (b) the number of shares of Series B
Convertible Preferred Stock to be redeemed and, if
less than all such shares held by such holder are to
be redeemed, the number of such shares to be redeemed
from such holder; (c) the Redemption Price; (d) the
place or places where certificates for such shares are
to be surrendered for payment of the Redemption Price;
and (e) that dividends on the shares to be redeemed
will cease to accrue on such redemption date. Notice
having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the
Corporation in providing money for the payment of the
Redemption Price) dividends on the shares of Series B
Convertible Preferred Stock so called for redemption
shall cease to accrue, and such shares shall no longer
be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the
Redemption Price) shall cease. Upon surrender in
accordance with such notice of the certificates for
any shares so redeemed (properly endorsed or assigned
for transfer, if the Board of Directors shall so re-
quire and the notice shall so state), the Corporation
shall redeem such shares at the Redemption Price. If
less than all the outstanding shares of Series B Con-
4
<PAGE>
vertible Preferred Stock are to be redeemed, the Cor-
poration shall select those shares to be redeemed from
outstanding shares of Series B Convertible Preferred
Stock not previously called for redemption by lot or
pro rata (as nearly as may be) or by any other method
reasonably determined by the Board of Directors in
good faith to be equitable.
The Corporation shall not redeem less than all
the outstanding shares of Series B Convertible Pre-
ferred Stock pursuant to this Section 3, or purchase
or acquire any shares of Series B Convertible Pre-
ferred Stock otherwise than pursuant to a purchase or
exchange offer made on the same terms to all holders
of shares of Series B Convertible Preferred Stock,
unless full cumulative dividends shall have been paid
or declared and set apart for payment upon all out-
standing shares of Series B Convertible Preferred
Stock for all past Dividend Periods, and unless all
matured obligations of the Corporation with respect to
all sinking funds, retirement funds or purchase funds
for all series of Preferred Stock then outstanding
have been met.
4. Shares to be Retired. All shares of Series
B Convertible Preferred Stock redeemed by the Corpora-
tion shall be retired and canceled and shall be re-
stored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series,
and may thereafter be reissued.
5. Voting. Except as otherwise provided in
this Section 5 or as otherwise required by law, the
Series B Convertible Preferred Stock shall have no
voting rights.
If six quarterly dividends (whether or not con-
secutive) payable on shares of Series B Convertible
Preferred Stock are in arrears at the time of the
record date to determine stockholders for any annual
meeting of stockholders of the Corporation, the number
of directors of the Corporation shall be increased by
two, and the holders of shares of Series B Convertible
Preferred Stock (voting separately as a class with the
holders of shares of any one or more other series of
Preferred Stock upon which like voting rights have
been conferred and are exercisable) shall be entitled
5
<PAGE>
at such annual meeting of stockholders to elect two
directors of the Corporation, with the remaining di-
rectors of the Corporation to be elected by the hold-
ers of shares of any other class or classes or series
of stock entitled to vote therefor. In any such elec-
tion, holders of shares of Series B Convertible Pre-
ferred Stock shall have one vote for each share held.
At all meetings of stockholders at which holders
of Preferred Stock shall be entitled to vote for Di-
rectors as a single class, the holders of a majority
of the outstanding shares of all classes and series of
capital stock of the Corporation having the right to
vote as a single class shall be necessary to consti-
tute a quorum, whether present in person or by proxy,
for the election by such single class of its designat-
ed Directors. In any election of Directors by stock-
holders voting as a class, such Directors shall be
elected by the vote of at least a plurality of shares
held by such stockholders present or represented at
the meeting. At any such meeting, the election of
Directors by stockholders voting as a class shall be
valid notwithstanding that a quorum of other stock-
holders voting as one or more classes may not be pres-
ent or represented at such meeting.
Any director who has been elected by the holders
of shares of Series B Convertible Preferred Stock
(voting separately as a class with the holders of
shares of any one or more other series of Preferred
Stock upon which like voting rights have been con-
ferred and are exercisable) may be removed at any
time, with or without cause, only by the affirmative
vote of the holders of the shares at the time entitled
to cast a majority of the votes entitled to be cast
for the election of any such director at a special
meeting of such holders called for that purpose, and
any vacancy thereby created may be filled by the vote
of stockholders. If a vacancy occurs among the Direc-
tors elected by such stockholders voting as a class,
other than by removal from office as set forth in the
preceding sentence, such vacancy may be filled by the
remaining Director so elected, or his successor then
in office, and the Director so elected to fill such
vacancy shall serve until the next meeting of stock-
holders for the election of Directors.
6
<PAGE>
The voting rights of the holders of the Series B
Convertible Preferred Stock to elect Directors as set
forth above shall continue until all dividend arreara-
ges on the Series B Convertible Preferred Stock have
been paid or declared and set apart for payment. Upon
the termination of such voting rights, the terms of
office of all persons who may have been elected pursu-
ant to such voting rights shall immediately terminate,
and the number of directors of the Corporation shall
be decreased by two.
Without the consent of the holders of shares
entitled to cast at least two-thirds of the votes
entitled to be cast by the holders of the total number
of shares of Preferred Stock then outstanding, voting
separately as a class without regard to series, with
the holders of shares of Series B Convertible Pre-
ferred Stock being entitled to cast one vote per
share, the Corporation may not:
(i) create any class of stock that shall have
preference as to dividends or distributions of assets
over the Series B Convertible Preferred Stock; or
(ii) alter or change the provisions of the Cer-
tificate of Incorporation (including any Certificate
of Amendment or Certificate of Designation relating to
the Series B Convertible Preferred Stock) so as to ad-
versely affect the powers, preferences or rights of
the holders of shares of Series B Convertible Pref-
erred Stock;
provided, however, that if such creation or such al-
--------
teration or change would adversely affect the powers,
preferences or rights of one or more, but not all,
series of Preferred Stock at the time outstanding,
such alteration or change shall require consent of the
holders of shares entitled to cast at least two-thirds
of the votes entitled to be cast by the holders of all
of the shares of all such series so affected, voting
as a class.
6. Liquidation Preference. In the event of any
liquidation, dissolution or winding up of the Corpora-
tion, voluntary or involuntary, the holders of Series
B Convertible Preferred Stock shall be entitled to re-
ceive out of the assets of the Corporation available
7
<PAGE>
for distribution to stockholders, before any distribu-
tion of assets shall be made to the holders of the
Common Stock or of any other shares of stock of the
Corporation ranking as to such distribution junior to
the Series B Convertible Preferred Stock, a liquidat-
ing distribution in an amount equal to $50.00 per
share (the "Liquidation Preference") plus an amount
equal to any accrued and accumulated but unpaid divi-
dends thereon to the date of final distribution. The
holders of the Series B Convertible Preferred Stock
shall not be entitled to receive the Liquidation Pref-
erence and such accrued dividends, however, until the
liquidation preference of any other class of stock of
the Corporation ranking senior to the Series B Con-
vertible Preferred Stock as to rights upon liquida-
tion, dissolution or winding up shall have been paid
(or a sum set aside therefor sufficient to provide for
payment) in full.
If, upon any voluntary or involuntary liquida-
tion, dissolution or winding up of the Corporation,
the assets available for distribution are insufficient
to pay in full the amounts payable with respect to the
Series B Convertible Preferred Stock and any other
shares of stock of the Corporation ranking as to any
such distribution on a parity with the Series B Con-
vertible Preferred Stock, the holders of the Series B
Convertible Preferred Stock and of such other shares
shall share ratably in any distribution of assets of
the Corporation in proportion to the full respective
preferential amounts to which they are entitled.
After payment to the holders of the Series B
Convertible Preferred Stock of the full preferential
amounts provided for in this Section 6, the holders of
the Series B Convertible Preferred Stock shall be
entitled to no further participation in any distribu-
tion of assets by the Corporation.
Consolidation or merger of the Corporation with
or into one or more other corporations, or a sale,
whether for cash, shares of stock, securities or prop-
erties, of all or substantially all of the assets of
the Corporation, shall not be deemed or construed to
be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 6 if
the preferences or special voting rights of the hold-
8
<PAGE>
ers of shares of Series B Convertible Preferred Stock
are not impaired thereby.
7. Limitation on Dividends on Junior Stock. So
long as any Series B Convertible Preferred Stock shall
be outstanding, the Corporation shall not declare any
dividends on the Common Stock or any other stock of
the Corporation ranking as to dividends or distribu-
tions of assets junior to the Series B Convertible
Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money
for, a sinking fund or other similar fund or agreement
for the purchase, redemption or other retirement of
any shares of Junior Stock, or make any distribution
in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than a
distribution of Junior Stock (such dividends, pay-
ments, setting apart and distributions being herein
called "Junior Stock Payments"), unless the following
conditions shall be satisfied at the date of such
declaration in the case of any such dividend, or the
date of such setting apart in the case of any such
fund, or the date of such payment or distribution in
the case of any other Junior Stock Payment:
(i) full cumulative dividends shall have been
paid or declared and set apart for payment on all out-
standing shares of Preferred Stock other than Junior
Stock; and
(ii) the Corporation shall not be in default or
in arrears with respect to any sinking fund or other
similar fund or agreement for the purchase, redemption
or other retirement of any shares of Preferred Stock
other than Junior Stock;
provided, however, that any funds theretofore deposit-
--------
ed in any sinking fund or other similar fund with
respect to any Preferred Stock in compliance with the
provisions of such sinking fund or other similar fund
may thereafter be applied to the purchase or redemp-
tion of such Preferred Stock in accordance with the
terms of such sinking fund or other similar fund re-
gardless of whether at the time of such application
full cumulative dividends upon shares of Series B
Convertible Preferred Stock outstand!ing to the last
9
<PAGE>
dividend payment date shall have been paid or declared
and set apart for payment by the Corporation.
8. Conversion Rights. The shares of Series B
Convertible Preferred Stock shall be convertible, in
whole or in part, at the option of the holder(s)
thereof, into shares of Common Stock subject to the
following terms and conditions:
(a) The shares of Series B Convertible Pre-
ferred Stock shall be convertible at the office of any
transfer agent of the Corporation, and at such other
office or offices, if any, as the Board of Directors
may designate, into fully paid and nonassessable
shares (calculated as to each conversion to the near-
est 1/100 of a share) of common stock, $.01 par value
per share, of the Corporation ("Common Stock") at the
rate of that number of shares of Common Stock for each
share of Series B Convertible Preferred Stock that is
equal to $50.00 divided by the Conversion Price appli-
cable per share of Common Stock at the time of conver-
sion (the "Conversion Price"). The Conversion Price
shall initially be $49.00. The Conversion Price shall
be adjusted in certain instances as provided below.
(b) In order to convert shares of Series B
Convertible Preferred Stock into Common Stock, the
holder thereof shall surrender the certificate or
certificates evidencing such shares of Series B Con-
vertible Preferred Stock at the office of the transfer
agent for the Series B Convertible Preferred Stock,
which certificate or certificates, if the Corporation
shall so require, shall be duly endorsed to the Corpo-
ration or in blank, or accompanied by proper instru-
ments of transfer to the Corporation or in blank,
accompanied by (i) an irrevocable written notice to
the Corporation that the holder elects so to convert
such shares of Series B Convertible Preferred Stock
and specifying the name or names (with address or
addresses) in which a certificate or certificates
evidencing shares of Common Stock are to be issued and
(ii) if required pursuant to paragraph (p) of this
Section 8, an amount sufficient to pay any transfer or
similar tax (or evidence reasonably satisfactory to
the Corporation demonstrating that such taxes have
been paid).
10
<PAGE>
A payment or adjustment shall not be made by
the Corporation upon any conversion on account of any
dividends accrued on the shares of Series B Convert-
ible Preferred Stock surrendered for conversion or on
account of any dividends on the Common Stock issued
upon conversion.
Shares of Series B Convertible Preferred
Stock shall be deemed to have been converted immedi-
ately prior to the close of business on the day of the
surrender of such shares for conversion in accordance
with the foregoing provisions, and the person or per-
sons entitled to receive the Common Stock issuable
upon such conversion shall be treated for all purposes
as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after
the conversion date, the Corporation shall issue and
shall deliver at such office a certificate or certifi-
cates for the number of full shares of Common Stock
issuable upon such conversion, together with payment
in lieu of any fraction of a share, as hereinafter
provided, to the person or persons entitled to receive
the same. In case shares of Series B Convertible
Preferred Stock are called for redemption, the right
to convert such shares shall cease and terminate at
the close of business on the date fixed for redemp-
tion, unless default shall be made in payment of the
Redemption Price.
(c) In case the Corporation shall pay or
make a dividend or other distribution on any class of
capital stock of the Corporation in Common Stock, the
Conversion Price in effect at the close of business on
the date fixed for the determination of stockholders
entitled to receive such dividend or other distribu-
tion shall be reduced to a price determined by multi-
plying such Conversion Price by a fraction of which
the numerator shall be the number of shares of Common
Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall
be the sum of such number of shares and the total
number of shares constituting such dividend or other
distribution, such reduction to become effective at
the opening of business on the day following the date
fixed for such determination. In the event that such
dividend or distribution is not so paid or made, the
Conversion Price shall again be adjusted to be the
11
<PAGE>
Conversion Price which would then be in effect if such
date fixed for the determination of stockholders enti-
tled to receive such dividend or other distribution
had not been fixed, but such subsequent adjustment
shall not affect the number of shares of Common Stock
issued upon any conversion of the Series B Convertible
Preferred Stock prior to the date such subsequent
adjustment is made. For the purposes of this para-
graph (c), the number of shares of Common Stock at any
time outstanding shall not include shares held in the
treasury of the Corporation, but shall include shares
issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock.
(d) In case the Corporation shall issue
rights or warrants to all holders of its Common Stock
entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Aver-
age Market Price (as defined below) of Common Stock on
the date fixed for the determination of stockholders
entitled to receive such rights or warrants, the Con-
version Price in effect at the close of business on
the date fixed for such determination shall be reduced
to a price determined by multiplying such Conversion
Price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at
the close of business on the date fixed for such de-
termination plus the number of shares of Common Stock
which the aggregate of the offering price of the total
number of shares of Common Stock so offered for sub-
scription or purchase would purchase at such Average
Market Price and the denominator shall be the number
of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus
the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become
effective at the opening of business on the day fol-
lowing the date fixed for such determination. To the
extent that shares of Common Stock are not delivered
after the expiration of such rights or warrants, the
Conversion Price shall be readjusted to the Conversion
Price which would then be in effect had the adjust-
ments made upon the issuance of such rights or war-
rants been made on the basis of delivery of only the
number of shares of Common Stock actually delivered.
In the event that such rights or warrants are not so
issued, the Conversion Price shall again be adjusted
12
<PAGE>
to be the Conversion Price which would then be in
effect if the date fixed for the determination of
stockholders entitled to receive such rights or war-
rants had not been fixed, but such subsequent adjust-
ment shall not affect the number of shares of Common
Stock issued upon any conversion of the Series B Con-
vertible Preferred Stock prior to the date such subse-
quent adjustment is made. For the purposes of this
paragraph (d), the number of shares of Common Stock at
any time outstanding shall not include shares held in
the treasury of the Corporation, but shall include
shares issuable in respect of scrip certificates is-
sued in lieu of fractions of shares of Common Stock.
As used herein the term "Average Market Price" of the
Common Stock shall mean the average of the daily re-
ported closing sales prices, regular way, per share of
the Common Stock on the New York Stock Exchange (the
"NYSE") or, if the Common Stock is not pr!incipally
traded on the NYSE, such other market on which the
Common Stock is listed or principally traded, for the
10 consecutive trading days prior to the date of de-
termination.
(e) In case outstanding shares of Common
Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Price in effect
at the close of business on the date upon which such
subdivision becomes effective shall be proportionately
reduced, and, conversely, in case outstanding shares
of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Price
in effect at the close of business on the date upon
which such combination becomes effective shall be
proportionately increased, such reduction or increase,
as the case may be, to become effective at the opening
of business on the day following the date upon which
such subdivision or combination becomes effective.
(f) In case the Corporation shall, by divi-
dend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness or assets
(including securities, but excluding (i) any rights or
warrants referred to in paragraph (d) of this Section
8, (ii) any dividend or distribution paid in cash or
other property out of the retained earnings of the
Corporation and (iii) any dividend or distribution
referred to in paragraph (c) of this Section 8), then
13
<PAGE>
either (at the option of the Corporation) (A) the
Corporation shall elect to include in such distribu-
tion the holders of Series B Convertible Preferred
Stock (as of the record date for such distribution) as
if such holders had converted all shares of Series B
Convertible Preferred Stock into Common Stock immedi-
ately prior to such record date (such conversion as-
sumed to be made at the Conversion Price in effect
without regard to the adjustment provided in the fol-
lowing clause (B)), or (B) the Conversion Price shall
be reduced to a price determined by multiplying the
Conversion Price in effect at the close of business on
the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of
which the numerator shall be the Average Market Price
per share of the Common Stock on the date fixed for
such determination less the then fair market value (as
reasonably determined in good faith by the Board of
Directors) on such date of the portion of the assets
or evidences of indebtedness so to be distributed
applicable to one share of Common Stock and the denom-
inator shall be such Average Market Price per share of
the Common Stock, such adjustment to become effective
at the opening of business on the day following the
date fixed for the determination of stockholders enti-
tled to receive such distribution. In the event that
such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such
date fixed for the determination of stockholders enti-
tled to receive such dividend or other distribution
had not been fixed, but such subsequent adjustment
shall not affect the number of shares of Common Stock
issued upon any conversion of the Series B Convertible
Preferred Stock prior to the date such subsequent
adjustment is made. If the Corporation makes an elec-
tion under clause (A) of this paragraph (f) with re-
spect to any such distribution payable on the Series B
Convertible Preferred Stock (an "Elected Corporation
Dividend"), the Corporation may in lieu of such dis-
tribution elect to pay to the holder of any share of
Series B Convertible Preferred Stock the fair market
value (determined as provided above) of such Elected
Corporation Dividend in cash (the "Cash Equivalent").
(g) The reclassification (including any re-
classification upon a consolidation or merger in which
14
<PAGE>
the Corporation is the continuing corporation, but not
including any transactions for which an adjustment is
provided in paragraph (i) below) of Common Stock into
securities including other than Common Stock shall be
deemed to involve (i) a distribution of such securi-
ties other than Common Stock to all holders of Common
Stock (and the effective date of such reclassification
shall be deemed to be "the date fixed for the determi-
nation of stockholders entitled to receive such dis-
tribution" and "the date fixed for such determination"
within the meaning of paragraph (f) of this Section 8)
and (ii) a subdivision or combination, as the case may
be, of the number of shares of Common Stock outstand-
ing immediately prior to such reclassification into
the number of shares of Common Stock outstanding imme-
diately thereafter (and the effective date of such
reclassification shall be deemed to be "the date upon
which such subdivision becomes effective" or "the day
upon which such combination becomes effective," as the
case may be, and "the date upon which such subdivision
or combination becomes effective" within the meaning
of paragraph (e) of this Section 8).
(h) The Corporation may make such reduc-
tions in the Conversion Price, in addition to those
required by paragraphs (c), (d), (e), (f) and (g)
above, as it considers to be advisable in order that
any event treated for Federal income tax purposes as a
dividend of stock or stock rights shall not be taxable
to the recipients.
(i) In case of any consolidation of the
Corporation with, or merger of the Corporation into,
any other corporation, partnership, joint venture,
association or other entity (a "Person"), any merger
of another Person into the Corporation (other than a
merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding
shares of Common Stock) or any sale or transfer of all
or substantially all of the assets of the Corporation,
then each share of Series B Convertible Preferred
Stock shall be convertible only into the kind and
amount (if any) of securities, cash or other property
receivable upon such consolidation, merger, sale or
transfer by a holder of the number of shares of Common
Stock into which such share of Series B Convertible
Preferred Stock was convertible immediately prior to
15
<PAGE>
such consolidation, merger, sale or transfer. The
above provisions of this paragraph (i) shall similarly
apply to successive consolidations, mergers, sales or
transfers.
(j) No adjustment in the Conversion Price
shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Conver-
sion Price; provided, however, that any adjustments
-------- -------
which by reason of this subparagraph (j) are not re-
quired to be made shall be carried forward and taken
into account in determining whether any subsequent
adjustment shall be required.
(k) Notwithstanding any other provision of
this Section 8, no adjustment to the Conversion Price
shall reduce the Conversion Price below the then par
value per share of the Common Stock, and any such
purported adjustment shall instead reduce the Conver-
sion Price to such par value.
(l) Whenever the Conversion Price is ad-
justed as herein provided the Corporation shall com-
pute the adjusted Conversion Price in accordance with
this Section 8 and shall prepare a certificate signed
by the Treasurer of the Corporation setting forth the
adjusted Conversion Price and showing in reasonable
detail the facts upon which such adjustment is based,
and such certificate shall forthwith be filed with the
transfer agent or agents for the Series B Convertible
Preferred Stock and a copy mailed as soon as practica-
ble to the holders of record of the shares of Series B
Convertible Preferred Stock.
(m) In case:
(i) the Corporation shall declare a dividend (or
any other distribution) on its Common Stock payable
otherwise than in cash out of its retained earnings;
or
(ii) the Corporation shall authorize the grant-
ing to the holders of its Common Stock of rights or
warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights; or
16
<PAGE>
(iii) of any reclassification of the capital
stock of the Corporation (other than a subdivision or
combination of its outstanding shares of Common
Stock), or of any consolidation or merger to which the
Corporation is a party and for which approval of any
stockholders of the Corporation is required, or of the
sale or transfer of all or substantially all of the
assets of the Corporation; or
(iv) of the voluntary or involuntary dissolu-
tion, liquidation or winding up of the Corporation;
then, in any such case, the Corporation shall cause to
be filed with the transfer agent or agents, if any,
for the Series B Convertible Preferred Stock, and
shall cause to be mailed to the holders of record of
the outstanding shares of Series B Convertible Pre-
ferred Stock, at least 30 days (or 15 days in any case
specified in clause (i) or (ii) above) prior to the
applicable record or effective date hereinafter speci-
fied, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, dis-
tribution, rights or warrants, or, if a record is not
to be taken, the date as of which the holders of Com-
mon Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined,
or (y) the date on which such reclassification, con-
solidation, merger, sale, transfer, dissolution, liq-
uidation or winding up is expected to become effec-
tive, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassi-
fication, consolidation, merger, sale, transfer, dis-
solution, liquidation or winding up (but no failure to
mail such notice or any defect therein or in the mail-
ing thereof shall affect the validity of the corporate
action required to be specified in such notice).
(n) The Corporation shall at all times re-
serve and keep available, free from pre-emptive
rights, out of its authorized but unissued Common
Stock, for the purpose of effecting the conversion of
shares of Series B Convertible Preferred Stock, the
full number of shares of Common Stock then deliverable
upon the conversion of all shares of Series B Convert-
ible Preferred Stock then outstanding.
17
<PAGE>
(o) No fractional shares of Common Stock
shall be issued upon conversion, but, instead of any
fraction of a share which would otherwise be issuable,
the Corporation shall pay a cash adjustment in respect
of such fraction in an amount equal to the same frac-
tion of the market price per share of Common Stock (as
determined in good faith by the Board of Directors or
in any manner prescribed by the Board of Directors) at
the close of business on the day of conversion.
(p) The Corporation will pay any and all
taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of
shares of Series B Convertible Preferred Stock pursu-
ant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in re-
spect of any transfer involved in the issue and deliv-
ery of shares of Common Stock in a name other than
that in which the shares of Series B Convertible Pre-
ferred Stock so converted were registered, and no such
issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corpora-
tion the amount of any such tax, or has established to
the satisfaction of the Corporation that such tax has
been paid.
(q) For the purpose of this Section 8, the
term "Common Stock" shall include any stock of any
class of the Corporation which has no preference in
respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation and which
is not subject to redemption by the Corporation.
However, shares issuable on conversion of shares of
Series B Convertible Preferred Stock shall include
only shares of the class designated as Common Stock of
the Corporation as of [Closing Date], or shares of any
class or classes resulting from any reclassification
or reclassifications thereof and which have no prefer-
ence in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation and which
are not subject to redemption by the Corporation;
provided that if at any time there shall be more than
--------
one such resulting class, the shares of each such
class then so issuable shall be substantially in the
proportion which the total number of shares of such
18
<PAGE>
class resulting from all such reclassifications bears
to the total number of shares of all such classes
resulting from all such reclassifications.
(r) In any case in which this Section 8
shall require that an adjustment shall become effec-
tive on the day following a record date for an event,
the Corporation may defer until the occurrence of such
event (i) issuing to the holder of any share of Series
B Convertible Preferred Stock, if such share is con-
verted after such record date and before the occur-
rence of such event, the additional Common Stock (and
associated Elected Corporation Dividend or Cash Equiv-
alent, if any) issuable upon such conversion by reason
of the adjustment required by such event over and
above Common Stock (and associated Elected Corporation
Dividend or Cash Equivalent, if any) issuable upon
such conversion before giving effect to such adjust-
ment and (ii) paying to such holders any amount in
cash in lieu of a fractional share of Common Stock
pursuant to paragraph (p) of this Section 8; provided
--------
that upon request of any such holder, the Corporation
shall deliver to such holder a due bill or other ap-
propriate instrument evidencing such holder's right to
receive such additional Common Stock and such cash,
upon the occurrence of the event requiring such ad-
justment.
9. Sinking Fund. The Series B Convertible Pre-
ferred Stock shall not be subject to any right of
mandatory payment or prepayment (except for liquida-
tion, dissolution or winding up of the Corporation) or
to any sinking fund.
10. Ranking. The Series B Convertible Pre-
ferred Stock shall rank on a parity with the
Corporation's 8.125% Cumulative Preferred Stock, Se-
ries A and $45,000 Cumulative Redeemable Preferred
Stock, Series Z with respect to dividends and distri-
butions of assets upon liquidation, dissolution or
winding up of the Corporation.
11. Exchanges. Certificates representing shares of
Series B Convertible Preferred Stock shall be exchangeable,
at the option of the holder, for a new certificate or
certificates of the same or different denominations repre-
19
<PAGE>
senting in the aggregate the same number of shares of
Series B Convertible Preferred Stock.
Primerica Corporation has caused this Certificate to be
duly executed by its Senior Vice President, and attested by
its Assistant Secretary this July 30, 1993.
Primerica Corporation
By /s/ Charles O. Prince, III
__________________________
Charles O. Prince, III
Senior Vice President
Attest:
/s/ Mark J. Amrhein
____________________
Mark J. Amrhein
Assistant Secretary
20
EXHIBIT 4.02
This Certificate is
transferable in New York, NY
and Boston, MA
NUMBER SHARES
THE TRAVELERS INC.
Incorporated under the laws of the State of Delaware
5.50% Convertible Preferred Stock, Series B, $1.00 par value per share
This Certifies That is the owner of
--------------------------------- -------------
FULLY PAID AND NONASSESSABLE SHARES OF 5.50% CONVERT-
- --------------------------
IBLE PREFERRED STOCK, SERIES B, $1.00 PAR VALUE PER SHARE
of The Travelers Inc. transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all of the provisions of the Restated
Certificate of Incorporation and the By-Laws of the Corporation (copies of which
are filed with the Transfer Agent), as now and hereafter amended pursuant to
their terms, and of which the holder hereof by acceptance hereof assents. This
Certificate is not valid unless countersigned by the Transfer Agent and regis-
tered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated
------------------------
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY ATTEST BY
Authorized signature Secretary Chairman of the Board
THE TRAVELERS INC.
INCORPORATED
1988
DELAWARE
*
<PAGE>
THE TRAVELERS INC.
The corporation will furnish without charge to any registered stockholder
who so requests, a copy or summary of the Certificate of Designation setting
forth the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Any such request should be addressed to the Secretary of The Travelers
Inc., 65 East 55th Street, New York, New York 10022.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations. Additional abbreviations may also
be used though not in the above list.
TEN COM-as tenants in common UNIF GIFT MIN ACT-____________Custodian
TEN ENT-as tenants by the entireties _______________(Minor)
JT TEN-as joint tenants with right of under Uniform Gift to Minors
survivorship and not as tenants in common Act. . . . . . . . . . . . . .
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
For value received, the undersigned
hereby sells, assigns and transfers unto
---------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the certificate in every particu-
lar without alteration or enlargement, or any
change whatever.
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
Shares
- -------------------------------------------------------------------------
represented by the within Certificate, and hereby irrevocably constitutes and
appoints
------------------------------------------------------------------------
Attorney to transfer the said shares on the books of the
- ---------------------
within-named Corporation with full power of substitution in the premises.
Dated
--------------------------
In presence of
-------------------------------------------------------
- -------------------------------
EXHIBIT 4.05
Common Common
THIS CERTIFICATE IS
TRANSFERABLE IN
BOSTON AND NEW YORK Shares
-----------------------------------
Number
See reverse for certain definitions
FDU
Incorporated
under the laws of
THE TRAVELERS INC. the State of Delaware TheTravelers
-----------------------------------------------------------------
This certifies that
CUSIP 894190 10 7
THE TRAVELERS INC.
INCORPORATED
1988
DELAWARE is the owner of
*
-----------------------------------------------------------------
fully paid and non-assessable shares of the common stock of
The Travelers Inc., transferable on the books of the Company by
the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certifi-
cate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Certificate of Incorpo-
ration, as amended, and of the By-Laws, as amended, copies of
which are on file in the office of the Transfer Agent, to all of
which the holder by acceptance hereof assents. This certificate
is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE Secretary Chairman of the Board
<PAGE>
THE TRAVELERS INC.
A statement of the designations, voting powers, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions of such preferences and rights of each class of stock which the
Company is authorized to issue is set forth in Article FOURTH of the Certificate
of Incorporation, as amended, of the Company, copies of which Article may be
obtained, without charge, from the office of the Company or from the office of
the Transfer Agent.
Keep this certificate in a safe place. If it be lost, stolen or destroyed
the Company will require a bond of indemnity as a condition to the issuance of a
replacement certificate.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full accord-
ing to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT-. . . Custodian. . . .
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN-as joint tenants with right of under Uniform Gift to Minors
survivorship and not as tenants in common Act. . . . . . . . . . . . . .
Additional abbreviations may also be used though (State)
not in the above list.
For value received
the undersigned
hereby sell, assign
and transfer unto
- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assign-
ee.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please insert social security or other identifying number of assignee.
Shares
- --------------------------------------------------------------------------------
of the capital stock
represented by the within
Certificate, and do hereby
irrevocably constitute
and appoint
Attorney
- --------------------------------------------------------------------------------
to transfer the said
stock on the books
of the within named
Company with full power
of substitution in
the premises.
Dated
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement, or any change whatever.
EXHIBIT 5.01
February 15, 1994
The Travelers Inc.
65 East 55th Street
New York, New York 10022
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and
Secretary of The Travelers Inc., a Delaware corporation (the "Company").
I refer to the proposed registration by the Company under the Securities
Act of 1933, as amended (the "Act") of (i) 2,500,000 shares of the Company's
5.50% Convertible Preferred Stock, Series B, par value $1.00 per
share (the "Preferred Stock"), (ii) 3,749,466 Warrants (the
"Warrants") to purchase shares of Common Stock, $.01 par value
per share, of the Company (the "Common Stock"), and (iii)
7,150,826 shares of Common Stock underlying the Series B
Preferred Stock and the Warrants, 3,401,360 shares of which are
issuable upon the conversion of the Series B Preferred Stock and
3,749,466 shares of which are issuable upon the exercise of the
Warrants, under a registration statement on Form S-3, filed on or
about the date hereof (the "Registration Statement"). The
Preferred Stock, the Warrants and the 7,150,826 shares of Common
Stock offered pursuant to the Registration Statement are
hereinafter collectively referred to as the "Securities."
Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in the Prospectus that forms a part
of the Registration Statement and the supplement or supplements
to such Prospectus.
I have examined and am familiar with originals, or
copies certified or otherwise identified to my satisfaction, of
such corporate records of the Company, certificates or documents,
including the Registration Statement and the Certificate of
Incorporation and By-laws of the Company (as each has been
amended to the date hereof) as I have deemed appropriate as a
basis for the opinions expressed below. In my examination, I
have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such
copies.
For purposes of the opinions set forth in paragraph 2,3
and 4 below, I have assumed the taking of appropriate further
corporate action by the Company, the effectiveness of the
Registration Statement under the Act and the sale and delivery of
<PAGE>
The Travelers Inc.
February 14, 1994
Page 2
the Securities in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the
Prospectus referred to therein. In addition, for the purposes of
the opinion set forth in paragraph 4 below, I have assumed the
conversion of the Series B Preferred Stock in accordance with its
terms and the exercise of the Warrants in accordance with their
terms, including the payment of the Warrant Price.
Based upon the foregoing, I am of the opinion that:
1. The Company is a duly organized and existing
corporation under the laws of the State of Delaware.
2. The Preferred Stock will be validly issued, fully paid
and nonassessable.
3. The Warrants will be validly issued warrants of the Company.
4. The shares of Common Stock offered by the Registration
Statement will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion in the Registration
Statement and to the reference to my name in the Prospectus
constituting a part of such Registration Statement under the
heading "Legal Matters." In giving such consent, I do not
thereby admit that I come within the category of persons' whose
consent is required under Section 7 of the Act, or the rules
and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Charles O. Prince, III
Charles O. Prince, III
EXHIBIT 23.01
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
The Travelers Inc.:
We consent to the use of our reports on the consolidated financial statements
and schedules dated January 18, 1993, except as to Note 21, which is as of March
12, 1993, that are incorporated by reference or appear in the 1992 Annual Report
on Form 10-K of Primerica Corporation (now known as The Travelers Inc.),
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the Registration Statement. Our report on the December 31,
1992 consolidated financial statements refers to a change in accounting for
income taxes.
KPMG PEAT MARWICK
New York, New York
February 10, 1994
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors of
The Travelers Inc. (formerly Primerica Corporation):
We consent to the incorporation by reference in the Registration Statement on
Form S-3 (the "Registration Statement") of The Travelers Inc. (formerly
Primerica Corporation) (to be filed on or about February 10, 1994), of our
report dated February 9, 1993, relating to our audit of the consolidated
balance sheets of The Travelers Corporation and Subsidiaries as of December 31,
1992 and 1991, and the related consolidated statements of operations and
retained earnings and cash flows for each of the three years in the period
ending December 31, 1992, which report is included in the Annual Report on
Form 10=K for the fiscal year ended December 31, 1992, of Primerica
Corporation and includes an explanatory paragraph referring to changes
in the method of accounting for post retirement benefits other than pensions,
accounting for income taxes and accounting for foreclosed assets in 1992, and
the reference to our firm under the heading "Experts" in the Registration
Statement.
COOPERS & LYBRAND
Hartford, Connecticut
February 9, 1994
EXHIBIT 23.03
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 (the "Registration Statement") of The
Travelers Inc. (formerly Primerica Corporation) for the registration of 5.50%
Convertible Preferred Stock, Series B, ($1.00 par value), Warrants to purchase
Common Stock ($.01 par value) and the Common Stock underlying such Series B
Preferred Stock and Warrants, and to the incorporation by reference therein of
our report dated April 26, 1993, with respect to the combined statement of
assets acquired and liabilities assumed of the Shearson Lehman Brothers and
SLB Asset Management Divisions ("SLBD") of Lehman Brothers Holdings Inc.
(formerly Shearson Lehman Brothers Holdings Inc.) as of December 31, 1992 and
1991, the related combined statement of operations of SLBD for the years then
ended and the combined statement of cash provided by net income, as adjusted
for non cash expenses and changes in assets acquired and liabilities assumed,
exclusive of investing and financing activities for the year ended
December 31, 1992 included in Primerica Corporation's Current Report on
Form 8-K dated April 28, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG
New York, New York
February 10, 1994
EXHIBIT 24.01
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- ---- --------------
/s/Kenneth J. Bialkin
---------------------
Kenneth J. Bialkin
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendme!nts, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- ---- --------------
/s/Joseph A. Califano, Jr.
--------------------------
Joseph A. Califano, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- ---- --------------
/s/Robert W. Crispin
--------------------
Robert W. Crispin
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Douglas D. Danforth
----------------------
Douglas D. Danforth
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Robert F. Daniell
--------------------
Robert F. Daniell
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- ---- --------------
/s/Leslie B. Disharoon
----------------------
Leslie B. Disharoon
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Gerald R. Ford
-----------------
Gerald R. Ford
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Robert F. Greenhill
----------------------
Robert F. Greenhill
<PAGE>
POWER OF ATTORNEY
! (Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Ann Dibble Jordan
--------------------
Ann Dibble Jordan
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Robert I. Lipp
-----------------
Robert I. Lipp
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- -------- -----------
/s/D.C. Mecum
-------------
D.C. Mecum
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- -------- -----------
/s/A.E. Pearson
---------------
A.E. Pearson
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/Frank J. Tasco
-----------------
Frank J. Tasco
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a dire!ctor of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
26th day of January, 1994.
/s/L.J. Wachner
---------------
L.J. Wachner
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- ------- -----------
/s/Joseph R. Wright, Jr.
------------------------
Joseph R. Wright, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- -------- -----------
/s/Arthur Zankel
----------------
Arthur Zankel
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
THE TRAVELERS INC., a Delaware corporation (the "Company"), does hereby consti-
tute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III, and
each of them, the true and lawful attorneys-in-fact and agents of the under-
signed, to do or cause to be done any and all acts and things and to execute any
and all instruments and documents which said attorneys-in-fact and agents, or
any of them, may deem advisable or necessary to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of all or any part of the shares
of 5.50% Convertible Preferred Stock, Series B, of the Company (the "Series B
Preferred Stock"), the Common Stock Purchase Warrant issued to American Express
Company in connection with the acquisition of the Shearson businesses, and the
shares of common stock underlying the Series B Preferred Stock and such Warrant
(collectively, the "Securities"), including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3 or
other appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
day of , 1994.
- -------- -----------
/s/Frank G. Zarb
----------------
Frank G. Zarb
