SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 14, 1995
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Travelers Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-8000
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(Registrant's telephone number, including area code)
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TRAVELERS GROUP INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated September 14,
1995, among the Company and CS First
Boston Corporation, Citicorp Securities,
Inc. and PaineWebber Incorporated, as
representatives of the Underwriters,
relating to the offer and sale of the
Company's 6 5/8% Notes due September 15,
2005.
4.01 Form of Note for the Company's 6 5/8% Notes
due September 15, 2005.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 18, 1995 TRAVELERS GROUP INC.
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Deputy Treasurer
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Exhibit 1.01
TERMS AGREEMENT
September 14, 1995
Travelers Group Inc.
388 Greenwich Street, 20th Floor
New York, New York 10013
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Travelers Group Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate
principal amount of its debt securities (the "Securities"). Subject to the
terms and conditions set forth herein or incorporated by reference herein, the
underwriters (the "Underwriters"), for whom CS First Boston Corporation,
PaineWebber Incorporated and Citicorp Securities, Inc. are acting as
representatives, offer to purchase the Securities at 98.930% of the principal
amount thereof, together with accrued interest thereon from September 15, 1995
to the date of payment and delivery. The Closing Date shall be September 19,
1995 at 8:30 A.M. at the offices of the Company, 388 Greenwich Street, 20th
Floor, New York, New York 10013.
The Securities shall have the following terms:
Title: 6-5/8% Notes due September 15, 2005
Maturity: September 15, 2005
Interest Rate: 6-5/8%
Interest Payment
Dates: March 15 and September 15,
commencing March 15, 1996
Regular Record
Dates: February 28 and August 31
Initial Price to
Public: 99.552% of the principal amount thereof plus
accrued interest from September 15, 1995 to the
date of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity.
<PAGE>
Additional terms: The provisions of Section 11.03 and 11.04 of
the Indenture relating to defeasance shall
apply to the Securities. The Securities shall
be issuable as Registered Securities only.
Principal and interest on the Securities shall
be payable in United States dollars. The
Securities will be initially represented by one
or more global Securities registered in the
name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the
Securities will be shown on, and transfers
thereof will be effected only through, records
maintained by DTC and its participants. Owners
of beneficial interests in Securities will be
entitled to physical delivery of Securities in
certificated form only under the limited
circumstances described in the Company's
Prospectus Supplement dated September 14, 1995.
All the provisions contained in the document entitled
"Primerica Corporation-Debt Securities-Underwriting Agreement Basic Provisions"
and dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) All references to Primerica Corporation shall refer to Travelers Group Inc.;
(b) In the first line of Section 2(a), delete "(33-55542)" and insert in lieu
thereof "(33-68760)" and any reference in the Basic Provisions to a registration
statement shall be deemed to be a reference to such registration statement on
Form S-3); (c) In the fifth line of the third paragraph of Section 3, delete the
phrase "New York Clearing House (next day)" and insert in lieu thereof "federal
or other same day"; and (d) In the fourteenth line of the third paragraph of
Section 3, delete the word "definitive" and insert in lieu thereof "global."
Charles O. Prince, III, Esq., is counsel to the Company.
Dewey Ballantine is counsel to the Underwriters.
The Securities will be made available for checking and
packaging at the designated office of The Bank of New York at least 24 hours
prior to the Closing Date.
2
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Please accept this offer no later than 9:00 o'clock P.M. on
September 14, 1995, by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
"We hereby accept your offer, set forth in the Terms
Agreement, dated September 14, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
CS FIRST BOSTON CORPORATION
CITICORP SECURITIES, INC.
PAINEWEBBER INCORPORATED,
as Representatives
By: /s/ Robert A. Hansen
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Name: Robert A. Hansen
Title: Vice President
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Deputy Treasurer
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EXHIBIT 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY SUCH PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894190 AP 2
NO. R-_______ U.S. $______________
TRAVELERS GROUP INC.
6 5/8% Note Due September 15, 2005
TRAVELERS GROUP INC. (formerly The Travelers Inc. and Primerica
Corporation), a corporation duly organized and existing under the laws of
Delaware (herein called the "Company," which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Specimen , or its registered assigns, the principal
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sum of _______________ Dollars ($______________) on September 15, 2005, and to
pay interest thereon from September 15, 1995, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 1996, at the
rate of 6 5/8% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security is registered at the close of business on the
Record Date for such interest, which shall be the February 28 or August 31
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the holder on such Record
Date and shall be paid to the Person in whose name this Security is registered
on a subsequent Record Date, such Record Date to be not less than five days
prior to the date of payment of such defaulted interest, established by notice
given by mail by or on behalf of the Company to the holders of Securities not
less than 15 days preceding such subsequent Record Date.
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Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of holders
of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 19, 1995
TRAVELERS GROUP INC.
By: Specimen
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Jerome T. Fadden
Vice President and
Treasurer
By: Specimen
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Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
The Bank of New York, as Trustee
By:___________________________
Authorized Signatory
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<PAGE>
TRAVELERS GROUP INC.
6 5/8% Notes Due September 15, 2005
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and the
Trustee, and the Third Supplemental Indenture, dated as of December 9, 1992,
among the Company, Holdings and the Trustee (as so amended, herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated as set forth above, limited in aggregate principal amount to
$150,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge
and defeasance as provided in Sections 11.03 and 11.04 of the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, without the consent of the holders of the Securities, to establish,
among other things, the form and terms of any series of Securities issuable
thereunder by one or more supplemental indentures, and, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of Securities
at the time outstanding which are affected thereby, to modify the Indenture
or any supplemental indenture or the rights of the holders of Securities of
such series to be affected, provided that no such modification will (i)
extend the fixed maturity of any Securities, reduce the rate or extend the
time of payment of interest thereon, reduce the principal amount thereof or
the premium, if any, thereon, reduce the amount of the principal of Original
Issue Discount Securities payable on any date, change the currency in which
Securities are payable, or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof, without the
consent of the holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities of any series the consent of the holders
of which is required for any such modification without the consent of the
holders of all Securities of such series then outstanding, or (iii) modify,
without the written consent of the Trustee, the rights, duties or immunities
of the Trustee.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by the
holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the first
page of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
Custodian ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
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<PAGE>
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Travelers Group Inc. and does hereby irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of said Company, 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 first page of the within Security in
every particular, without alteration or
enlargement or any change whatever, and be
guaranteed.
