As filed with the Securities and Exchange Commission on December 13, 1995
Registration No. 33-?????
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of Principal Executive Offices) (Zip Code)
TRAVELERS GROUP INC.
CAPITAL ACCUMULATION PLAN FOR PFS REPRESENTATIVES
(Full title of the plan)
CHARLES O. PRINCE, III, ESQ.
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(212) 816-8000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
Title of Proposed maximum Proposed maximum Amount of
Securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 300,000 (1) $ 60.625 (2) $ 18,187,500 (2) $ 6,271.55 (2)
</TABLE>
(1) This Registration Statement also covers such additional number of shares as
may be issuable or saleable by reason of the operation of the anti-dilution
provisions of the Travelers Group Capital Accumulation Plan for PFS
Representatives that are covered by this Registration Statement.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale price of the Common Stock, par
value $.01 per share, of Travelers Group Inc. as reported on the New York
Stock Exchange on December 12, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The latest annual report filed by Travelers Group Inc. (the
"Registrant") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that contains, either directly or by incorporation
by reference audited financial statements for the Registrant's latest fiscal
year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-3 dated February 15, 1994 (File No. 33-52281),
and any amendment or report filed for the purpose of further updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was
-2-
<PAGE>
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 judgement 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 be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 3 of Article V of the
Company's By-Laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same
-3-
<PAGE>
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 Tenth of the Company's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b) (7).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
-4-
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission 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; and
(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.
(b) The undersigned registrant hereby undertakes 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.
(c) 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.
-5-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 13th day of
December, 1995.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ James Dimon
------------------------
James Dimon, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on this 13th day of December, 1995.
SIGNATURE CAPACITY
--------- --------
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer) and Director
/s/ Sanford I. Weill
- ---------------------------
Sanford I. Weill
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Heidi G. Miller
- ---------------------------
Heidi G. Miller
Senior Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
/s/ Irwin R. Ettinger
- ---------------------------
Irwin R. Ettinger
* Director
- ---------------------------
C. Michael Armstrong
* Director
- ---------------------------
Kenneth J. Bialkin
-6-
<PAGE>
SIGNATURE CAPACITY
--------- --------
* Director
- ---------------------------
Edward H. Budd
* Director
- ---------------------------
Joseph A. Califano, Jr.
* Director
- ---------------------------
Douglas D. Danforth
* Director
- ---------------------------
Robert F. Daniell
/s/ James Dimon Director
- ---------------------------
James Dimon
* Director
- ---------------------------
Leslie B. Disharoon
* Director
- ---------------------------
Gerald R. Ford
Director
- ---------------------------
Robert F. Greenhill
Director
- ---------------------------
Ann D. Jordan
* Director
- ---------------------------
Robert I. Lipp
-7-
<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
*By: /s/ James Dimon
-----------------------
James Dimon
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
-8-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Document
- ------ -----------------------
5 Opinion of Charles O. Prince, III, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of Charles O. Prince, III, Esq.
(included in his opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney of certain directors of the Registrant.
-9-
Exhibit 5
December 13, 1995
Travelers Group Inc.
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Corporate Secretary of
Travelers Group Inc., a Delaware corporation (the "Company"). I have acted as
counsel to the Company in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 300,000 shares of
common stock, $.01 par value (the "Shares"), of the Company relating to the
Travelers Group Capital Accumulation Plan for PFS Representatives (the "Plan").
In connection with the foregoing, I or attorneys under my supervision, have
examined the minute books and stock records of the Company, the Certificate of
Incorporation and By-Laws of the Company, the Registration Statement, the Plan
and resolutions duly adopted by the Board of Directors of the Company relating
to the Plan. In addition, I or attorneys under my supervision, have reviewed
such other documents and instruments and have conferred with various officers
and directors of the Company and have ascertained or verified to my satisfaction
such additional facts as I have deemed necessary or appropriate for the purposes
of this opinion. In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, photostatic or facsimile copies and
authenticity of the originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plan have been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
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 hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulation of the
Securities and Exchange Commission thereunder.
-10-
<PAGE>
This opinion is solely for your benefit in connection with the Company's
offer and sale of the Shares, and is not to be used, circulated, quoted or
otherwise referred to for any other purpose without my express written
permission.
Very truly yours,
/s/ Charles O. Prince, III
Charles O. Prince, III
General Counsel
-11-
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 dated December 13, 1995 of our reports dated January 17, 1995 which
appear in the 1994 Annual Report on Form 10-K/A-2 of Travelers Group Inc.
(formerly The Travelers Inc.) incorporated herein by reference. Our reports on
the December 31, 1994 consolidated financial statements and schedules refer to
changes in the Company's method of accounting for certain investments in debt
and equity securities in 1994, methods of accounting for postretirement benefits
other than pensions and accounting for postemployment benefits in 1993, and
method of accounting for income taxes in 1992.
New York, New York /s/ KMPG Peat Marwick LLP
December 13, 1995
-12-
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the Registration Statement of
Travelers Group Inc. on Form S-8, of our report dated January 24, 1994, relating
to our audit of the preacquisition consolidated balance sheets of The Travelers
Corporation and Subsidiaries (the "Company") 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), which report is included in the
Annual Report on Form 10-K of the Company for the fiscal year ended December 31,
1994, and includes an explanatory paragraph referring to changes in the method
of accounting for reinsurance in 1993 and the method of accounting for
postretirement benefits other than pensions, accounting for income taxes and
accounting for foreclosed assets in 1992.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
December 12, 1995
-13-
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ C. Michael Armstrong
------------------------------
(Signature)
C. Michael Armstrong
-14-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Kenneth J. Bialkin
------------------------------
(Signature)
Kenneth J. Bialkin
-15-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Edward H. Budd
------------------------------
(Signature)
Edward H. Budd
-16-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Joseph A. Califano, Jr.
------------------------------
(Signature)
Joseph A. Califano, Jr.
-17-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Douglas D. Danforth
------------------------------
(Signature)
Douglas D. Danforth
-18-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Robert F. Daniell
------------------------------
(Signature)
Robert F. Daniell
-19-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Leslie B. Disharoon
------------------------------
(Signature)
Leslie B. Disharoon
-20-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 July, 1995.
/s/ Gerald R. Ford
------------------------------
(Signature)
Gerald R. Ford
-21-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Robert I. Lipp
------------------------------
(Signature)
Robert I. Lipp
-22-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Dudley C. Mecum
------------------------------
(Signature)
Dudley C. Mecum
-23-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Andrall E. Pearson
------------------------------
(Signature)
Andrall E. Pearson
-24-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 July, 1995.
/s/ Linda J. Wachner
------------------------------
(Signature)
Linda J. Wachner
-25-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Joseph R. Wright, Jr.
------------------------------
(Signature)
Joseph R. Wright, Jr.
-26-
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP 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 to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered by the Company in connection with a capital accumulation plan for agents
of Primerica Financial Services, including specifically, but without limiting
the generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-8 or
other appropriate form in respect of the registration of such Common Stock and
any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Common Stock 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 13th
day of December, 1995.
/s/ Arthur Zankel
------------------------------
(Signature)
Arthur Zankel
-27-
