Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE TRAVELERS INC.
(Exact name of registrant as specified in its charter)
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Delaware 52-1568099
(State or other (IRS Employer
jurisdiction of 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)
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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)
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Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of this Registration
Statement.
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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]
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CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Proposed
being registered Amount maximum maximum Amount
being offering price aggregate registration
registered per unit offering price fee
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7 5/8% Notes Due
January 15, 1997 (1) (1) (1) (1)
9 1/2% Senior Note
Due March 1, 2002 (1) (1) (1) (1)
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Total $100
(1) The 7 5/8% Notes and the 9 1/2% Senior Notes covered by this
registration statement have previously been registered under the
Securities Act of 1933, under registration statements on Forms S-3 and
S-4, respectively, of The Travelers Corporation, a predecessor by
merger of the registrant, which registration statements were declared
effective July 30, 1986 and July 10, 1992, respectively (File Nos.
33-7508 and 33-46611, respectively). Registration fees have been paid
with respect to all such securities and the minimum registration fee of
$100 is being paid herewith in connection with this registration
statement, in accordance with Rule 457 and Section 6(b) of the Securities
Act.
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.
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SUBJECT TO COMPLETION, DATED JUNE 10, 1994
PROSPECTUS
THE TRAVELERS INC.
$185,000,000 principal amount of 7 5/8% Notes due January 15, 1997
$300,000,000 principal amount of 9 1/2% Senior Notes due March 1, 2002
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The Travelers Inc. (the "Company") has become the obligor
of certain securities originally issued by the Company's
predecessor by merger. The Travelers Corporation, a Connecticut
corporation ("old Travelers"), issued its 7 5/8% Notes due January 15,
1997 (the "7 5/8% Notes") and its 9 1/2% Senior Notes due March 1, 2002
(the "9 1/2% Notes"; the 7 5/8% Notes and the 9 1/2% Notes are hereinafter
referred to collectively from time to time as the "Notes"). On
December 31, 1993, old Travelers was merged (the "Merger") with and
into the Company and the Company assumed all of old Travelers'
obligations with respect to the Notes.
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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.
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This Prospectus may be used by Smith Barney Inc. ("Smith
Barney"), a subsidiary of the Company, in connection with offers
and sales of the Notes in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale.
Smith Barney may act as principal or agent in such transactions.
___________, 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.
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No person is authorized to give any information or to
make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Company or Smith
Barney. This Prospectus does not constitute an offer of any
securities other than the securities to which this Prospectus
relates, or an offer to any person in any jurisdiction where such
offer would be unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create
any implication that there has not been any change in the affairs
of the Company or its subsidiaries since the date hereof.
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.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (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; 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
New York Stock Exchange and the Pacific Stock Exchange, and such
reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 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.
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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 Notes. Old Travelers has also
filed a Registration Statement on Form S-3 under the Act with
respect to the 7 5/8% Notes and a Registration Statement on Form S-4
with respect to the 9 1/2% Notes. For further information with
respect to the Notes, reference is made to those Registration
Statements and the exhibits thereto.
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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, 1993.
2. Quarterly Report of the Company on Form 10-Q for
the fiscal quarter ended March 31, 1994.
3. Current Reports of the Company on Form 8-K dated
December 31, 1993, January 24, 1994, March 1, 1994,
May 3, 1994 and June 10, 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 date on which Smith Barney
ceases offering and selling Notes 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 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
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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.
THE COMPANY
The Company is a financial services holding company
engaged, through its subsidiaries, principally in four business
segments: Investment Services, Consumer Finance Services, Life
Insurance Services and Property & Casualty Insurance Services. In
December 1992, the Company, then known as Primerica Corporation,
acquired approximately 27% of the common stock of old Travelers in
a series of related transactions. This acquisition was accounted
for as a purchase with an effective accounting date of December 31,
1992. During 1993, this investment was accounted for on the equity
method. On December 31, 1993, the Company acquired the remaining
approximately 73% of old Travelers common stock it did not already
own through the merger of old Travelers into the Company (the
"Merger"). In the Merger, 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 the Company's common stock. The
Company, as the surviving corporation of the Merger, changed its
name from Primerica Corporation to The Travelers Inc. The Company
also issued shares of its preferred stock in exchange for
outstanding shares of old Travelers preference stock. The total
purchase price in the Merger was approximately $3.4 billion. The
1992 acquisition and the Merger are being accounted for as a step
acquisition.
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 Holdings Inc. As a
result of this acquisition, Smith Barney Holdings Inc., a wholly
owned subsidiary of the Company, became one of the largest retail
brokerage firms in the United States.
The Company's Investment Services segment consists of
investment banking, brokerage, asset management and other financial
services provided through Smith Barney Holdings Inc. 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, A California Limited Partnership.
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.
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The Company's Life Insurance Services segment includes
individual life insurance, accident and health insurance, annuities
and investment products which is 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 Property & Casualty Insurance Services
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 includes
Gulf Insurance Company.
In addition to its four business segments, the Company's
Corporate and Other segment consists of unallocated expenses and
earnings primarily related to interest, corporate administration
and certain corporate investments.
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.
RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended Year Ended December 31,
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March 31, 1994 1993 1992 1991 1990 1989
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Ratio of earnings
to fixed charges ........3.10 2.79 2.63 1.85 1.56 1.49
The ratio of earnings to fixed charges has been computed
by dividing earnings available for fixed charges by fixed charges.
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.
DESCRIPTION OF THE NOTES
General
The 7 5/8% Notes and the 9 1/2% Notes are two outstanding
series of securities issued under an Indenture dated as of July
15, 1986, between old Travelers and Citibank, N.A., as trustee
(the "Trustee"). That indenture, as supplemented by a First
Supplemental Indenture dated as of December
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17, 1993 among old Travelers, the Company and the Trustee, is
hereinafter referred to as the "Indenture."
The following descriptions of the terms of the Notes
and the Indenture do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the
Indenture, a copy of which has been incorporated by reference or
filed as an exhibit to the Registration Statement. The Company
believes that all material terms of the Indenture are discussed
in this Prospectus. Capitalized terms used and not otherwise
defined in this section shall have the meanings assigned to them
in the Indenture. Parenthetical section references refer to
sections of the Indenture.
The Indenture does not limit the aggregate principal
amount of Notes of the Company which may be issued thereunder and
provides that Notes and other unsecured debt securities of the
Company (the "Debt Securities") may be issued thereunder from
time to time in one or more series, with the same or various
maturities and may be sold at par, a premium or an original issue
discount. The Debt Securities are unsecured obligations of the
Company.
Summary of Certain Provisions of the Indenture
Events of Default. The following are Events of Default
under the Indenture with respect to the Debt Securities of any
series: (a) failure to pay principal of any Debt Security of
that series when due; (b) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days; (c)
failure to make any sinking fund payment, when due, in respect of
any Debt Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of
series of Debt Securities other than that series), continued for
60 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization; and
(f) any other Event of Default provided with respect to Debt
Securities of that series. (Section 5.1) If an Event of Default
with respect to Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or
the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series (all affected series
to be treated as a single series in certain specified cases) may
declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that
series) of all Debt Securities of that series and the interest
accrued thereon to be due and payable immediately. However, at
any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or
decree based on such acceleration has been obtained, the Holders
of a majority in principal amount of Outstanding Debt Securities
of that series may, under certain circumstances, waive all
defaults with respect to such series and rescind and annul such
acceleration. (Section 5.1) For information as to waiver of
defaults, see "Modification and Waiver."
The Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care,
the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction
of any of the Holders, unless such Holders shall have offered to
the Trustee reasonable security or indemnity. (Section 6.2)
Subject to such provisions for security or indemnification of the
Trustee, the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series will have the right to
direct the time, method and place of
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conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series.
(Section 5.9)
The Company is required to furnish to the Trustee
annually a statement as to the performance by the Company of
certain of its obligations under the Indenture and as to any
default in such performance. (Section 3.5)
Modification and Waiver. Modifications and amendments
of the Indenture may be made by the Company and the Trustee
without the consent of Holders for the following purposes: (i) to
pledge to the Trustee any property or assets of the Company as
security for the Debt Securities; (ii) to evidence the succession
of another corporation to the Company; (iii) to add additional
covenants, restrictions, conditions or provisions with respect to
the Debt Securities and to make a default in respect thereof an
Event of Default; (iv) to cure any ambiguity or to correct or
supplement any provision of the Indenture; (v) to establish the
form or terms of Debt Securities of any series as permitted by
the Indenture; and (vi) to evidence and provide for the
acceptance of the appointment of a successor trustee or to change
the provisions of the Indenture to provide for the administration
of the trusts by more than one trustee.
Modifications and amendments of the Indenture may be
made by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of all series affected thereby
(voting as a single class); provided, however, that no such
modification or amendment may, without the consent of the Holder
of each Outstanding Debt Security affected thereby: (a) extend
the final maturity of any Debt Security; (b) reduce the principal
amount of any Debt Security; (c) reduce the rate or extend the
time of payment of interest on any Debt Security; (d) change the
currency of payment of principal or interest on any Debt
Security; (e) reduce any amount payable on redemption of any Debt
Security or reduce the amount of the principal of an Original
Issue Discount Security payable upon an acceleration of the
maturity thereof; (f) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt
Security; (g) impair any right of repayment at the option of the
Holder or (h) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of the
Holders of which is required for modification or amendment of the
Indenture. (Section 8.2)
The Holders of a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the
Holders of all Debt Securities of that series waive any past
default under the Indenture with respect to that series, except a
default in the payment of the principal of, or premium (if any)
or interest (if any) on any Debt Security of that series or in
respect of a provision which under the Indenture cannot be
modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected. (Section
5.10)
Consolidation, Merger and Sale of Assets. The Company
may not merge or consolidate with, or sell or convey all or
substantially all of its assets to, any Person, unless (i) the
Company is the continuing corporation in any such merger or
consolidation, or the Person (if other than the Company) that is
the continuing corporation in any such merger or consolidation or
that acquires all or substantially all of the assets of the
Company is a corporation organized under the laws of the United
States or any state thereof and expressly assumes the Company's
obligations on the Debt Securities and under the Indenture and
(ii) immediately after such transaction the Company or such other
Person, as the case may be, is not in default in the performance
of any of the covenants or conditions contained in the Indenture.
(Article 9)
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Defeasance. The Indenture provides that the Company,
at the Company's option, (a) will be discharged from any and all
obligations, including the Notes, (except for certain obligations
including the obligations to register the transfer or exchange of
Debt Securities, replace stolen, lost or mutilated Debt
Securities and hold moneys for payment in trust) in respect of
the Debt Securities of a series or (b) need not comply with
certain provisions, including restrictive covenants (if any) of
the Indenture, in each case if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations which,
through the payment of interest thereon and principal thereof in
accordance with their terms, will provide money in an amount
sufficient to pay all the principal (including any mandatory
sinking fund payments) of, and premium and interest, if any, on,
the Debt Securities of such series on the dates such payments are
due in accordance with the terms of such Debt Securities. To
exercise such option in case of defeasance described in clause
(b) above, the Company is required to deliver to the Trustee an
opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the Debt Securities of
such series to recognize income, gain or loss for Federal income
tax purposes. (Section 10.1)
Concerning the Trustee. Citibank, N.A. is the Trustee
under the Indenture. The Company has and may from time to time
in the future have banking relationships with the Trustee in the
ordinary course of business.
The 7 5/8% Notes
The 7 5/8% Notes mature on January 15, 1997 and bear
interest at 7 5/8% per annum. Such interest is payable semi-
annually on each July 15 and January 15 to the persons in whose
names the 7 5/8% Notes are registered on the next preceding July 1
and January 1, respectively. Principal of and interest on the
7 5/8% Notes is payable, and the 7 5/8% Notes may be presented for
registration of transfer and exchange, at the office or agency of
the Company maintained for such purposes in New York, New York.
Payment of interest may also be made by check mailed to the
registered holders, at the option of the Company.
The 7 5/8% Notes are not redeemable prior to maturity and
are not entitled to any sinking fund. The 7 5/8% Notes are currently
listed on the New York Stock Exchange.
The 7 5/8% Notes were issued only in fully registered form
without coupons, in denominations of $1,000 and integral
multiples thereof.
The 9 1/2% Notes
The 9 1/2% Notes mature on March 1, 2002 and bear interest
at 9 1/2% per annum. Such interest is payable semi-annually on each
March 1 and September 1 to the persons in whose names the 9 1/2%
Notes are registered on the next preceding February 15 or August
15, respectively. At the option of the Company, payment of
interest with respect to the 9 1/2% Notes may be made by check
mailed to the address of the Person entitled thereto as it
appears in the security register. (Sections 3.2 and 3.4)
The 9 1/2% Notes are not redeemable prior to maturity and
are not entitled to any sinking fund.
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The 9 1/2% Notes were issued only in fully registered form
in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
USE OF PROCEEDS
The Company will not receive any of the proceeds from
the sale of the Notes offered hereby. All offers and sales of
Notes pursuant to this Prospectus will be for the account of
Smith Barney in connection with market-making transactions.
MARKET-MAKING ACTIVITIES
This Prospectus may be used by Smith Barney in
connection with offers and sales of the Notes in market-making
transactions at negotiated prices related to prevailing market
prices at the time of sale. Smith Barney may act as principal or
agent in such transactions. Smith Barney has no obligation to
make a market in any of the Notes and may discontinue its market-
making activities at any time without notice, at its sole
discretion. No assurance can be made as to the existence or
liquidity of a trading market for any of the Notes.
Smith Barney, a member of the National Association of
Securities Dealers, Inc. (the "NASD") and an affiliate of the
Company, will participate in offers and sales of the Notes
covered by this Prospectus. Accordingly, such offers and sales
will conform with the requirements set forth in any applicable
sections of Schedule E to the By-Laws of the NASD.
ERISA MATTERS
By virtue of the Company's affiliation with certain of
its subsidiaries, including Smith Barney, 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 Notes 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 Notes should consult with
its legal counsel.
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LEGAL MATTERS
The continuing validity of the Notes 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. 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.
EXPERTS
The consolidated financial statements and schedules of
the Company as of December 31, 1993 and 1992, and for each of the
years in the three-year period ended December 31, 1993, included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the year 1993, 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, 1993 consolidated financial
statements refers to changes in the Company's methods of
accounting for postretirement benefits other than pensions and
accounting for postemployment benefits in 1993 and the Company's
method of accounting for income taxes in 1992. The preacquisition
consolidated balance sheets of The Travelers Corporation (old
Travelers) and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of operations and retained
earnings and cash flows for each of the three years in the period
ended December 31, 1993 (the preacquisition financial statements),
included in the Company's Annual Report on Form 10-K for the
year 1993, have been incorporated by reference herein, in
reliance upon the report which includes an explanatory
paragraph referring to changes in the method of accounting and
reporting for reinsurance in 1993, and its 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 June
10, 1994 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.
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No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representations, other than
those contained in this
Prospectus or the documents
incorporated by reference
herein, in connection with the
offering contained in this
Prospectus, and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company or
Smith Barney. This Prospectus
shall not constitute an offer to
sell, or a solicitation in such
state. The delivery of this
Prospectus does not imply that
the information herein is
correct as of any time
subsequent to the date hereof.
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TABLE OF CONTENTS
Page
----
Available Information . . . . 3
Incorporation of Certain
Documents by Reference . . . . 3
The Company . . . . . . . . . 4
Ratio of Earnings to
Fixed Charges . . . . . . . . 5
Description of the Notes . . 5
Use of Proceeds . . . . . . . 9
Market-Making Activities . . 9
ERISA Matters . . . . . . . 9
Legal Matters . . . . . . . . 10
Experts . . . . . . . . . . . 10
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THE TRAVELERS INC.
$185,000,000 7 5/8% Notes due January 15, 1997
$300,000,000 9 1/2% Senior Notes due March 1, 2002
_______________
PROSPECTUS
, 1994
_______________
Smith Barney Inc.
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PART II
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee . . . . . . . . $ 100
Printing . . . . . . . . . . . . . . 50,000
Fees of Independent Certified Public Accountants 35,000
Miscellaneous expenses . . . . . . . 14,000
----------
Total expenses . . . . . . . . . $ 79,100
==========
Except for the SEC registration fee, all of the foregoing
are estimates.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General
Corporation Law of the State of Delaware (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.
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
II-1
<PAGE>
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
------- -----------
4.01 Indenture, dated as of July 15, 1986, between
The Travelers Corporation ("old Travelers")
and Citibank, N.A., as Trustee (the
"Trustee"), incorporated by reference to
Exhibit 2 to the Registration Statement on
Form 8-A of old Travelers, dated January 13,
1987, File No. 1-5799.
4.02 First Supplemental Indenture, dated as of
December 17, 1993, among old Travelers, The
Travelers Inc. (the "Company") and the
Trustee, incorporated by reference to the
Company's Form 8-A dated December 27, 1993,
File No. 1-9924.
4.03 Form of 7 5/8% Notes due January 15, 1997.
4.04 Form of 9 1/2% Senior Notes due March 1, 2002.
5.01 Opinion of Charles O. Prince, III, General
Counsel of the Company, as to the continuing
legality of securities being registered.
II-2
<PAGE>
Exhibit No. Description
----------- -----------
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,
1993 (File No. 1-9924) and Exhibit 12.01 to
the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1994
(File No. 1-9924).
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
of the Consolidated Annual Statement of The
Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers,
incorporated by reference to Exhibit 28.01 to
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (File
No. 1-9924).
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
II-3
<PAGE>
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.
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-4
<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 10th day of June, 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 10th of
June, 1994.
Signature Capacity
--------- --------
Chairman of the Board,
/s/ Sanford I. Weill Chief Executive Officer and
........................ Director (Principal Executive Officer)
Sanford I. Weill
President, Chief Operating Officer,
/s/ James Dimon Chief Financial Officer and
........................ Director (Principal Financial Officer)
James Dimon
Senior Vice President and Chief
/s/ Irwin Ettinger Accounting Officer (Principal
........................ Accounting Officer)
Irwin Ettinger
........................ Director
C. Michael Armstrong
*
........................ Director
Kenneth J. Bialkin
........................ Director
Richard H. Booth
II-5
<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
II-6
<PAGE>
Signature Capacity
--------- --------
*
........................ Director
Dudley C. Mecum
*
........................ 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-7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Filing
Number Description Method
------- ----------- ------
4.01 Indenture, dated as of July 15, 1986, between
The Travelers Corporation ("old Travelers")
and Citibank, N.A., as Trustee (the
"Trustee"), incorporated by reference to
Exhibit 2 to the Registration Statement on
Form 8-A of old Travelers, dated January 13,
1987, File No. 1-5799.
4.02 First Supplemental Indenture, dated as of
December 17, 1993, among old Travelers, The
Travelers Inc. (the "Company") and the
Trustee, incorporated by reference to the
Company's Form 8-A dated December 27, 1993,
File No. 1-9924.
4.03 Form of 7 5/8% Notes due January 15, 1997. Electronic
4.04 Form of 9 1/2% Senior Notes due March 1, 2002. Electronic
5.01 Opinion of Charles O. Prince, III, General
Counsel of the Company, as to the continuing
legality of securities being registered. Electronic
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, 1993 (File No. 1-9924) and
Exhibit 12.01 to the Company's Quarterly
Report on Form 10-Q for the quarterly period
ended March 31, 1994 (File No. 1-9924).
23.01 Consent of KPMG Peat Marwick, Independent
Certified Public Accountants. Electronic
23.02 Consent of Coopers & Lybrand, Independent
Accountants. Electronic
23.03 Consent of Ernst & Young, Independent
Auditors. Electronic
23.04 Consent of Counsel (included in Exhibit
5.01).
<PAGE>
Exhibit Filing
Number Description Method
------ ----------- ------
24.01 Powers of Attorney of certain directors of
the Company. Electronic
28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule
P of the Consolidated Annual Statement of
The Travelers Insurance Group Inc. and its
affiliated fire and casualty insurers, and
Schedule P of the Consolidated Annual
Statement of Gulf Insurance Company and its
affiliated fire and casualty insurers,
incorporated by reference to Exhibit 28.01
to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993
(File No. 1-9924).
2
EXHIBIT 4.03
REGISTERED REGISTERED
7 5/8% NOTE DUE 1997 CUSIP 894190 AB 3
The indenture dated as of July 15, 1986, has been amended by the
First Supplemental Indenture dated as of December 17, 1993 to
provide for the assumption of the obligations of The Travelers
Corporation, a Connecticut corporation, by The Travelers Inc. a
Delaware corporation, formerly known as Primerica Corporation.
THE TRAVELERS CORPORATION
The Travelers Corporation, a Connecticut corporation (the
"Issuer"), for value received, hereby promises to pay to
7 5/8% 7 5/8%
DUE 1997 DUE 1997
or registered assigns, at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, or at any other
office or agency maintained by the Issuer for such purpose, the
principal sum of DOLLARS
------------------
OBLIGATIONS ASSUMED BY THE TRAVELERS INC.
on January 15, 1997, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semi-
annually on January 15 and July 15 of each year, commencing July
15, 1987, on said principal sum at said office or agency, in like
coin or currency, at the rate per annum specified in the title of
this Note, from the January 15 or the July 15, as the case may be,
next preceding the date of this Note to which interest has been
paid, unless the date hereof is a date to which interest has been
paid, in which case from the date of this Note, or unless no
interest has been paid on the Notes, in which case from January 15,
1987, until payment of said principal sum has been made or duly
provided for; provided, that payment of interest may be made at the
option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security
register. Notwithstanding the foregoing, if the date hereof is
after any January 1 or July 1, as the case may be, and before the
following January 15 or July 15, this Note shall bear interest from
such January 15 or July 15, provided, that if the Issuer shall
default in the payment of interest due on such January 15 or July
15, then this Note shall bear interest from the next preceding
January 15 or July 15 to which interest has been paid or, if no
interest has been paid on the Notes, from January 15, 1987. The
interest so payable on any January 15 or July 15 will, subject to
certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is
registered at the close of business on the January 1 or July 1, as
the case may be, next preceding such January 15 or July 15, whether
or not such January 1 or July 1 is a business day.
Reference is made to the further provisions of this Note set
forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this
place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture referred to on the
reverse hereof.
In Witness Whereof, The Travelers Corporation has caused this
instrument to be signed by facsimile by its duly authorized officer
and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
<PAGE>
The Travelers Corporation
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein which is referred By
to in the within-mentioned Indenture
CITIBANK, N.A.,
as Trustee
By
Authorized Officer President
THE TRAVELERS CORPORATION
7 5/8% NOTE DUE 1997
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Issuer (hereinafter called
the "Securities") of the series hereinafter specified, all issued
or to be issued under and pursuant to an indenture dated as of July
15, 1986 (herein called the "Indenture"), duly executed and
delivered by the Issuer to Citibank, N.A., Trustee (herein called
the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the holders of the
Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any)
at different rates, may be subject to different mandatory
redemption, sinking fund or analogous provisions (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a
series designated as the 7 5/8% Notes Due 1997 of the Issuer,
limited in aggregate principal amount to $200,000,000 (the "Notes").
In case an Event of Default with respect to the 7 5/8% Notes
Due 1997, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the
time Outstanding (as defined in the Indenture) of all series to be
affected (voting as one class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in
any manner the rights of the Holders of the Securities of each such
series; provided, however, that no such supplemental indenture
shall (i) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of
payment of any interest thereon, or change the currency of payment
of principal or interest thereon, or impair or affect the rights of
any Holder to institute suit for the payment thereof, without the
consent of the Holder of each Security so affected, or (ii) reduce
the aforesaid percentage of Securities, the Holders of which are
required to consent to any such supplemental indenture, without the
consent of the Holder of each Security affected. It is also
provided in the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the
Holders of a majority in aggregate principal amount Outstanding of
the Securities of such series (or, in the case of certain defaults
or Events of Default, all or certain series of the Securities) may
on behalf of the Holders of all the Securities of such series (or
all or certain series of the Securities, as the case may be) waive
any such past default or Event of Default and its consequences.
The preceding sentence shall not, however, apply to a
<PAGE>
default in the payment of the principal of or interest on any
of the Securities. Any such consent or waiver by the Holder of this
Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders
and owners of this Note and any Notes which may be issued in
exchange or substitution herefor, irrespective of whether or not
any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note in the manner, at the
respective times, at the rate and in the coin or currency herein
prescribed.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof at the
office or agency of the Issuer in the Borough of Manhattan, The
City of New York, and in the manner and subject to the limitations
provided in the Indenture, Notes may be exchanged for an equal
aggregate principal amount of Notes of other authorized
denominations, without charge except for any tax or other
governmental charge imposed in connection therewith.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Issuer in the Borough of Manhattan,
The City of New York, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for
any tax or other governmental charge imposed in connection
therewith.
The Issuer, the Trustee and any authorized agent of the Issuer
or the Trustee may deem and treat the registered Holder hereof as
the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on
account of, the principal hereof and, subject to the provisions on
the face hereof, interest hereon, and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the
Issuer of the Trustee shall be affected by any notice to the
contrary.
No recourse under or upon any obligation, covenant or
agreement of the Issuer in the Indenture or any indenture
supplemental thereto or in any Note, or because of the creation of
any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, of the
Issuer or any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------------
---------------------------------------------
---------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
<PAGE>
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
TRANSFEREE)
-------------------------------------------------------------------
-------------------------------------------------------------------
the within Security and all rights thereunder and hereby
irrevocably constitutes and appoints
--------------------------------------------------------attorney
to transfer the within Security on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
-------------------------------- --------------------------
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Security in
every particular, without
alteration or enlargement or any
change whatever.
EXHIBIT 4.04
REGISTERED REGISTERED
9 1/2% SENIOR NOTE CUSIP 894190 AD 9
DUE MARCH 1, 2002
The indenture dated as of July 15, 1986, has been amended by the
First Supplemental Indenture dated as of December 17, 1993, to
provide for the assumption of the obligations of The Travelers
Corporation, a Connecticut corporation, by The Travelers Inc., a
Delaware corporation, formerly known as Primerica Corporation.
THE TRAVELERS CORPORATION
The Travelers Corporation, a Connecticut corporation (the
"Issuer"), for value received, hereby promises to pay to
9 1/2% SENIOR NOTE 9 1/2% SENIOR NOTE
DUE MARCH 1, 2002 DUE MARCH 1, 2002
or registered assigns, at the office
or agency of the Issuer in the Borough
of Manhattan, The City of New York, or at
any other office or agency maintained by the
Issuer for such purpose, the principal sum of DOLLARS
-------------
OBLIGATIONS ASSUMED BY THE TRAVELERS INC.
on March 1, 2002, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest,
semi-annually on March 1 and September 1 of each year, commencing
September 1, 1992, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum specified
in the title of this Note, from the March 1 or the September 1,
as the case may be, next preceding the date of this Note to which
interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note,
or unless no interest has been pain on the Notes, in which case
from March 10, 1992, until payment of said principal sum has been
made or duly provided for, provided that payment of interest may
be made at the option of the Issuer by check mailed to the
address of the person entitled thereto as such address shall
appear on the Security Register. Notwithstanding the foregoing,
if the date hereof is after any February 15 or August 15, as the
case may be, and before the following March 1 or September 1, the
Note shall bear interest from such March 1 or September 1,
provided that if the Issuer shall default in the payment of
interest due on such March 1 or September 1, then this Note shall
bear interest from the next preceding March 1 or September 1 to
which interest has been paid or, if no interest has been paid on
the Notes from March 10, 1992. The interest so payable on any
March 1 or September 1 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Note is registered at the
close of business on the February 15 or August 15, as the case
may be, next preceding such March 1 or September 1, whether or
not such March 1 or September 1 is a business day.
Reference is made to the further provisions of this Note set
forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at
this place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture referred to on the
reverse hereof.
<PAGE>
In Witness Whereof, The Travelers Corporation has caused
this instrument to be signed by facsimile by its duly authorized
officer and has caused a facsimile of its corporate seal to be
affixed hereunto or imprinted hereon.
The Travelers Corporation
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein which is referred By
to in the within-mentioned Indenture
CITIBANK, N.A.,
as Trustee
By
Authorized Signatory President
THE TRAVELERS CORPORATION
9 1/2% SENIOR NOTE DUE MARCH 1, 2002
This Note is one of a duly authorized issue of debentures, notes
or other evidences of indebtedness of the Issuer (hereinafter
called the "Securities") of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture dated
as of July 15, 1986 (herein called the "Indenture"), duly
executed and delivered by the Issuer to Citibank, N.A., Trustee
(herein called the "Trustee"), to which indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer and
the holders of the Securities. The Securities may be issued in
one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be
subject to different mandatory redemption, sinking fund or
analogous provisions (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as
the 9 1/2% Senior Notes due March 1, 2002 of the Issuer, limited
in aggregate principal amount to $300,000,000 (the "Notes").
In case an Event of Default, as defined in the Indenture
with respect to the 9 1/2% Senior Notes due March 1, 2002, shall
have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the
condition provided in the Indenture. In addition to the Events
of Default included in the Indenture, the following shall also
constitute an Event of Default: failure to pay when due, or upon
acceleration of, the principal amount of any indebtedness for
borrowed money of the Issuer or certain subsidiaries in excess of
$25,000,000, if such indebtedness is not discharged, or such
acceleration is not annulled, within 10 days after written
notice.
The Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the
time Outstanding (as defined in the Indenture) of all series to
be affected (voting as one class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the Holders of the
Securities of each such series; provided, however, that no such
supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of any interest thereon, or
change the currency of payment of principal or interest thereon,
or impair or affect the rights of any Holder to institute suit
for the payment thereof, without the consent of the Holder of
each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, without the consent
of the Holder of each Security affected. It is also provided in
the
<PAGE>
Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the
Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of
such series (or all or certain series of the Securities, as the
case may be) waive any such past default or Event of Default and
its consequences. The preceding sentence shall not, however,
apply to a default in the payment of the principal of or interest
on any of the Securities. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of
whether or not any notation thereof is made upon this Note or
such other Notes.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note in the manner, at
the respective times, at the rate and in the coin or currency
herein prescribed.
The Notes are issuable in registered form at the office or
agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided
in the Indenture in denominations of $1,000 and any multiple of
$1,000. Notes may be exchanged for an equal aggregate principal
amount of Notes of other authorized denominations, without charge
except for any tax or other governmental charge imposed in
connection therewith.
Upon due presentment for registration of transfer of this
Note at the Corporate Trust Office of the Trustee in the Borough
of Manhattan, The City of New York, a new Note or Notes of
authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection
therewith.
The Issuer, the Trustee and any authorized agent of the
Issuer or the Trustee may deem and treat the registered Holder
hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and subject to
the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Issuer nor the Trustee nor any
authorized agent of the Issuer or the Trustee shall be affected
by any notice to the contrary.
No recourse under or upon any obligation, covenant or
agreement of the Issuer in the Indenture or any Indenture
supplemental thereto or in any Note, or because of the creation
of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, under any rule
of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the
issue hereof.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
<PAGE>
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------------
---------------------------------------------
---------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
TRANSFEREE)
-------------------------------------------------------------------
-------------------------------------------------------------------
the within Security and all rights thereunder and hereby
irrevocably constitutes and appoints
--------------------------------------------------------attorney
to transfer the within Security on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
-------------------------------- --------------------------
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Security in
every particular, without
alteration or enlargement or any
change whatever.
EXHIBIT 5.01
June 10, 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 Securi-
ties Act of 1933, as amended (the "Act") of (i) $185,000,000
principal amount of 7 5/8% Notes due January 15, 1997 of the Company
(the "7 5/8% Notes") and (ii) $300,000,000 principal amount of 9 1/2%
Senior Notes due March 1, 2002 of the Company (the "9 1/2% Notes"),
under a Registration Statement on Form S-3, filed on or about the
date hereof (the "Registration Statement"). The 7 5/8% Notes and the
9 1/2% Notes are hereinafter referred to as the "Notes." 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.
I, or attorneys under my supervision, 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 Restated 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 authentici-
ty 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.
I have assumed the due authorization, execution and
delivery of the Indenture, including the supplement thereto, and
each other document executed and delivered as contemplated by such
Indenture, by or on behalf of the parties thereto other than the
Company. I have assumed that the Notes have been duly executed and
delivered on behalf of the Company's predecessor by merger, and
duly authenticated by the Trustee, and that the Notes were sold and
delivered at the prices and in accordance with the terms set forth
<PAGE>
The Travelers Inc.
June 10, 1994
Page 2
in the applicable registration statements and supplements to the
prospectuses referred to therein.
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 Notes are legal, valid and binding obligations
of the Company.
3. The Notes are entitled to the benefits of the
Indenture.
My opinion is limited to matters governed by the Federal
laws of the United States of America, the laws of the state of New
York and the General Corporation Law of the state of Delaware. I
am not admitted to the practice of law in the states of New York
and Delaware; however, members of my legal staff who have assisted
me in this transaction are admitted to practice in such states.
I consent to the use of this opinion in the Registration
Statement and to the reference to my name in the Prospectus consti-
tuting 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 24, 1994, that are
incorporated by reference or appear in the 1993 Annual Report on
Form 10-K of 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, 1993
consolidated financial statements refers to changes in accounting
for postretirement benefits other than pensions and accounting for
postemployment benefits in 1993, and a change in accounting for
income taxes in 1992.
/s/ KPMG Peat Marwick
New York, New York
June 9, 1994
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of The Travelers Inc.:
We consent to the incorporation by reference in the Registration
Statement of The Travelers Inc. (the "Company") on Form S-3 (to be
filed on or about June 10, 1994) of our report dated January 24,
1994 relating to our audit of the preacquisition consolidated
balance sheets of The Travelers Corporation and Subsidiaries as
of December 31, 1993 and 1992, and the related consolidated
statements of operations and retained earnings and cash flows for
each of the three years in the period ended December 31, 1993,
(the preacquisition consolidated financial statements) which
report is included in the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 1993. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand
Hartford, Connecticut COOPERS & LYBRAND
June 10, 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 and related Prospectus of
The Travelers Inc. (the "Company") for the registration of
$185,000,000 principal amount of 7 5/8% Notes due January 15, 1997 and
$300,000,000 principal amount of 9 1/2% Senior Notes due March 1, 2002
of the Company, 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, together with the
notes thereto, included in the Company's Current Report on Form 8-K
dated June 10, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
New York, New York
June 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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Kenneth J. Bialkin
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Joseph A. Califano, Jr.
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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 W. Crispin
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Leslie B. Disharoon
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Dudley C. Mecum
------------------------------
(Signature)
Dudley 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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Andrall E. Pearson
------------------------------
(Signature)
Andrall 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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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
------------------------------
(Signature)
Frank J. Tasco
<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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Linda J. Wachner
------------------------------
(Signature)
Linda 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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Joseph R. Wright, Jr.
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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/ Arthur Zankel
------------------------------
(Signature)
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 constitute 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 undersigned,
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 and its subsidiary, Smith
Barney Shearson Inc., 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 and the
subsequent sale of (i) the outstanding series of debt securities
originally issued by The Travelers Corporation and assumed by the
Company in connection with the merger of The Travelers
Corporation into the Company, and (ii) the shares of 9.25%
Preferred Stock, Series D, of the Company (the "Series D
Preferred Stock") and the Depositary Shares, each representing
one-half of a share of Series D Preferred Stock (collectively,
the "Securities"), and to provide one or more prospectuses that
may be used by Smith Barney Shearson Inc. in connection with its
market-marking activities in 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, one or more Registration
Statements on Form S-3 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(s) 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 G. Zarb
------------------------------
(Signature)
Frank G. Zarb
