SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exhange Act of 1934
(Amendment No. __)
SMITH BARNEY SHEARSON HOLDINGS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
NONE ASSIGNED
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages(s))
<PAGE>
SCHEDULE 13G
CUSIP NO.
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1) Name of Reporting Person The Travelers Inc.
S.S. or I.R.S Identification (formerly Primerica Corporation)
No. of Above Person 52-1568099
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2) Check the Appropriate Box (a)
if a Member of a Group ------------------
(See Instructions) (b)
------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 100
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 100
Person with (8) Shared Dispositive Power 0
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 100
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10) Check if the Aggregate Amount
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 100%
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12) Type of Reporting Person HC
(See Instructions)
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<PAGE>
ITEM 1(A) NAME OF ISSUER:
Smith Barney Shearson Holdings Inc. (formerly Smith Barney Holdings, Inc.)
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1345 Avenue of the Americas
New York, New York 10105
ITEM 2(A) NAMES OF PERSONS FILING:
The Travelers Inc. (formerly Primerica Corporation) ("TRV")
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of TRV is:
65 East 55th Street
New York, NY 10022
ITEM 2(C) CITIZENSHIP:
TRV is a Delaware corporation.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) CUSIP NUMBER:
None assigned
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Sec. 15 of
the Act
(b) [ ] Bank as defined in Sec. 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Sec. 3(a)(19)
of the Act
(d) [ ] Investment Company registered under Sec. 8 of
the Investment Company Act
<PAGE>
(e) [ ] Investment Adviser registered under Sec. 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see
Sec. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Sec. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec.
240.13d-1(b)(1)(ii)(H)
This statement is being filed pursuant to Rule 13d-1(c).
The Issuer is a wholly owned subsidiary of TRV. In August
1993, the Issuer's common stock was registered pursuant to
Section 12(g).
ITEM 4. OWNERSHIP (AS OF DECEMBER 31, 1993)
(a) Amount Beneficially Owned: See Item 9 of cover page
(b) Percent of Class: See Item 11 of cover page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
SEE ITEMS 5-8 OF COVER PAGE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
<PAGE>
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY
TRV is the sole stockholder of the Issuer.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 24, 1994
THE TRAVELERS INC.
By: /s/ Mary Barnes Jenkins
---------------------------
Name: Mary Barnes Jenkins
Title: Assistant Secretary
