Registration No. 33-_____________
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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TRAVELERS GROUP 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)
388 Greenwich Street
New York, NY 10013
(212) 816-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Charles O. Prince, III
Travelers Group Inc.
Senior Vice President and General Counsel
388 Greenwich Street
New York, NY 10013
(212) 816-8854
(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:
As soon as practicable 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. / /
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<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed Proposed
being registered Amount maximum maximum
being offering price aggregate Amount of
registered (1) per unit (2) offering price (2) registration fee
<S> <C> <C> <C> <C>
Debt Securities $700,000,000 100% $700,000,000 $241,374
</TABLE>
(1) Or, if any securities are issued at original issue discount, such
greater amount as shall result in an aggregate offering price of
$700,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
Any offering of Debt Securities denominated in any foreign currency
units will be treated as the equivalent in U.S. dollars based on the
exchange rate applicable to the purchase of such Debt Securities from
the registrant.
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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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Pursuant to Rule 429, the Prospectus contained in this Registration
Statement will also be used in connection with the offering of up to
$300,000,000 principal amount of the Debt Securities previously registered
pursuant to the Company's Registration Statement (File No. 33-68760) and not
issued. In the event any such previously registered Debt Securities are
offered prior to the effective date of this Registration Statement, they will
not be included in any Prospectus hereunder.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 25, 1995
PROSPECTUS
TRAVELERS GROUP INC.
Debt Securities
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Travelers Group Inc. (the "Company") may offer from time to time its debt
securities (the "Securities"), on terms to be determined at the time of sale, at
an aggregate initial offering price not expected to exceed $700,000,000 or its
equivalent in foreign currencies or composite currencies based on the applicable
exchange rate at the time of offering. The Securities may be issued in one or
more series with the same or various maturities. The specific designation, the
aggregate principal amount, the maturity, the purchase price, the denominations,
the currency, the rate (which may be fixed or variable) and time of payment of
any interest, any sinking fund, any terms of redemption at the option of the
Company or the holder, and other specific terms of the Securities in respect of
which this Prospectus is being delivered (the "Offered Securities") are set
forth in an accompanying prospectus supplement (the "Prospectus Supplement"),
together with the terms of offering of the Offered Securities.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------------------
The Offered Securities sold by the Company will be sold directly, or
through agents designated from time to time or through underwriters or dealers,
which may be a group of underwriters represented by one or more firms. If any
agents of the Company or any underwriters are involved in the sale by the
Company of Offered Securities, the names of such agents or underwriters and any
applicable fee, commission, purchase price or discount arrangements with them
will be set forth, or will be calculable from the information set forth, in the
Prospectus Supplement. The net proceeds to the Company from such sale will be
set forth in the Prospectus Supplement. The Company may also sell Offered
Securities directly to investors on its own behalf. This Prospectus, together
with an appropriate Prospectus Supplement, may also be used by Smith Barney Inc.
("Smith Barney"), a subsidiary of the Company, in connection with offers and
sales of the Offered Securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Smith Barney
may act as principal or agent in such transactions.
___________, 1995
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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.
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 such state.
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 (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at: Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World
Trade Center, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") and the
Pacific Stock Exchange Incorporated (the "PSE"), and such reports, proxy
statements and other information can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, and the PSE, 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 Registration Statements on Form
S-3 under the Securities Act of 1933, as amended (the "Act") with respect to the
Offered Securities. For further information with respect to the Offered
Securities, reference is made to the Registration Statements and exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Company's Registration Statements, each such statement being qualified in
all respects by such reference.
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IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE OFFERED SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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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, 1994, as amended.
2. Quarterly Reports of the Company on Form 10-Q for the fiscal quarters
ended March 31, 1995 and June 30, 1995.
3. Current Reports of the Company on Form 8-K dated May 9, 1995 (filed
May 9, 1995), May 9, 1995 (filed May 11, 1995), May 25, 1995, June 25,
1995, September 14, 1995 and October 2, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of offering of Offered Securities hereby and
(ii) the date on which Smith Barney ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statements 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, Travelers Group Inc., 388 Greenwich
Street, New York, New York 10013; telephone (212) 816-8000.
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.
The Company's Investment Services segment consists of investment banking,
asset management, brokerage and other financial services provided through Smith
Barney Holdings Inc. and its subsidiaries. The Company's Consumer Finance
Services segment includes consumer lending (including secured and unsecured
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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. The Company's Life Insurance Services
segment includes individual life insurance, annuities and pension programs which
are offered primarily through The Travelers Insurance Company and the Primerica
Financial Services group of companies, including Primerica Life Insurance
Company. The Company's Property & Casualty Insurance Services segment provides
insurance products including workers' compensation, liability, automobile,
property and multiple-peril. In addition, this segment provides various forms
of professional liability insurance, including directors' and officers'
liability and medical malpractice insurance, product liability, fidelity bonds,
commercial umbrella and excess insurance, excess property insurance, coverages
relating to the entertainment and transportation industries, and standard
commercial property and casualty products. Property and casualty insurance
policies are issued primarily by The Travelers Indemnity Company and its
subsidiary and affiliated property-casualty insurance companies, including 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. This
segment has also included the Company's 27% equity interest in The Travelers
Corporation ("old Travelers") (1993), lines of business retained from the sale
in 1993 of Voyager Group, Inc. and its affiliates (1993 and 1992), and the
Company's interest in Fingerhut Companies, Inc. (1992), a direct marketing
business.
In July 1993, the Company and certain of its subsidiaries acquired
substantially all of the assets and assumed certain of the liabilities of the
domestic retail brokerage business and the asset management business of Shearson
Lehman Brothers Inc. 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.
On December 31, 1993, the Company acquired the approximately 73% of the
common stock of old Travelers it did not already own, through the merger of old
Travelers into the Company (the "Merger"). The Company's results of operations
for periods prior to the Merger incorporated by reference in this Prospectus do
not include those of old Travelers, other than for the equity in earnings
relating to the 27% previously owned.
On January 3, 1995, the Company completed the sale of its group life and
related businesses to Metropolitan Life Insurance Company ("MetLife"). The
purchase price for the group life business was $350 million. In connection with
the sale, the Company agreed to cede to MetLife 100% of its risks in the
businesses sold on an indemnity reinsurance basis, effective January 1, 1995.
Also on January 3, 1995, the Company and MetLife, and certain of their
subsidiaries, contributed their medical businesses to The MetraHealth Companies,
Inc. ("MetraHealth"), a newly formed joint venture, in exchange for shares of
common stock of MetraHealth. The Company's total contribution to MetraHealth
amounted to approximately $483 million at carrying value. On October 3, 1995
the Company completed the sale to United HealthCare Corporation of the
approximately 48% of the capital stock of MetraHealth that it owned. The
Company received $831 million in cash from the sale and may receive up to an
additional $169 million if a contingency payment based on 1995 results is made.
The gain to the Company, not including the contingency payment, will be
approximately $100 million after tax and will be recognized in the fourth
quarter of 1995.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone (212) 816-8000. The Company was
incorporated in Delaware in 1988.
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RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended Year Ended December 31,
June 30, 1995 ------------------------------------------
1994(1) 1993 1992(2) 1991 1990
-------------- ---- ---- ---- ---- ----
Ratio of earnings
to fixed charges 2.02 2.32 2.79 2.63 1.85 1.56
- ----------------------
(1) During the second quarter of 1995 as a result of the
Company's agreement to sell its interest in The
MetraHealth Companies, Inc., certain operations have
been classified as discontinued operations and,
accordingly, the 1994 ratio has been restated.
(2) Included in earnings from continuing operations
before income taxes (used in this computation) is a
net gain of $216.8 million from the sale of the
Company's ownership interests in Margaretten &
Company, Inc., Fingerhut Companies, Inc. and other
affiliated companies. Without giving effect to this
net gain, the ratio of earnings to fixed charges for
1992 would have been 2.33.
The ratio of earnings to fixed charges has been computed by dividing
earnings available for fixed charges by the fixed charges. For the purpose of
this ratio, earnings available for fixed charges consist of pre-tax income from
continuing operations adjusted for undistributed earnings of investees carried
on the equity basis of accounting 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.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement with
respect to the proceeds from the sale of the particular Offered Securities, the
Company intends to apply the net proceeds from the sale of the Offered
Securities for general corporate purposes, which may include capital
contributions to subsidiaries of the Company and/or the reduction or refinancing
of borrowings of the Company or its subsidiaries. If proceeds are to be applied
to reduce or refinance outstanding borrowings, the Prospectus Supplement will
include additional information relating to such borrowings.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of any Offered Securities and the
extent, if any, to which such general provisions may apply to the Securities so
offered will be described in the Prospectus Supplement relating to such
Securities.
The Securities will be issued under an indenture, between the Company and a
trustee, that has been or will be filed as an exhibit to or incorporated by
reference in the Registration Statements of which this Prospectus forms a part.
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Securities will be issued under an Indenture dated as of March 15, 1987, between
Primerica Corporation, a New Jersey corporation ("old Primerica") and The Bank
of New York, as Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of December 15, 1988, among old Primerica,
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Primerica Holdings, Inc. ("Primerica Holdings") and the Trustee, the Second
Supplemental Indenture dated as of January 31, 1991, between Primerica Holdings
and the Trustee and the Third Supplemental Indenture dated December 9, 1992,
among Primerica Holdings, the Company (f/k/a Primerica Corporation) and the
Trustee (the indenture as so supplemented is hereinafter referred to as the
"Indenture"). The following summary of the Indenture does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Indenture, a copy of which has been incorporated by reference or filed as an
exhibit to the Registration Statements of which this Prospectus forms a part.
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.
General
The Securities will be unsecured general obligations of the Company. As a
holding company, the Company's sources of funds are derived principally from
sales of assets and investments, and advances and dividends from subsidiaries,
certain of which are subject to regulatory considerations. The Indenture
provides that the Securities and other unsecured debt securities of the Company,
without limitation as to aggregate principal amount, may be issued in one or
more series, and a single series may be issued at various times, with different
maturity dates and different interest rates, in each case as authorized from
time to time by the Company.
One or more series of the Securities may be issued with the same or various
maturities at par or at a discount. Federal income tax consequences and other
special considerations applicable to any Securities issued by the Company at a
discount ("Original Issue Discount Securities") will be described in the
Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement relating to Offered
Securities for the following terms thereof, where applicable:
(1) the designation of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered
Securities;
(3) the percentage of the principal amount representing the price for
which the Offered Securities shall be issued;
(4) the date or dates on which the principal of the Offered
Securities shall be payable;
(5) the rate or rates per annum (which may be fixed or variable) at
which the Offered Securities shall bear interest, if any, or the method by
which such rate or rates shall be determined;
(6) the date or dates from which any such interest shall accrue, or
the method by which such date or dates shall be determined, and the date or
dates on which any such interest shall be payable and any record dates
therefor;
(7) if other than in United States dollars, the currency or currency
unit in which payment of principal of, premium, if any, and any interest on
the Offered Securities shall be payable;
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(8) if the amount of payment of principal of, premium, if any, or any
interest on the Offered Securities may be determined with reference to an
index or formula based on a currency or currency unit other than that in
which the Offered Securities are stated to be payable, the manner in which
such amounts shall be determined;
(9) if the principal of, premium, if any, or any interest on the
Offered Securities is to be payable at the election of the Company or a
holder thereof in a currency or currency unit other than that in which the
Offered Securities are stated to be payable, the periods within which and
the terms upon which such election may be made;
(10) the place or places where the principal of, premium, if any, and
any interest on the Offered Securities shall be payable;
(11) the price or prices at which, the period or periods within which
and the terms and conditions upon which the Offered Securities may be
redeemed, in whole or in part, at the option of the Company;
(12) the obligation, if any, of the Company to redeem, purchase or
repay the Offered Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which the Offered Securities shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;
(13) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration of
acceleration of the maturity of the Offered Securities;
(14) provisions, if any, for the discharge of the Company's
indebtedness and obligations or termination of certain of its obligations
under the Indenture with respect to the Offered Securities by deposit of
funds or United States government obligations;
(15) whether the Offered Securities are to be issued in whole or in
part in the form of a Global Security and the terms and conditions, if any,
upon which such Global Security or Securities may be exchanged in whole or
in part for other definitive Securities;
(16) the date as of which any Global Security shall be dated if other
than the original issuance of the first Offered Security to be issued; and
(17) any other terms of the Offered Securities not inconsistent with
the provisions of the Indenture (Section 2.02).
Under the Indenture, the Company may authorize the issuance and provide the
terms of a series of Securities pursuant to a supplemental indenture or pursuant
to a resolution of its Board of Directors, any duly authorized committee of the
Board or any committee of officers or other representatives of the Company duly
authorized by the Board of Directors for such purpose. The provisions of the
Indenture described above provide the Company with the ability, in addition to
the ability to issue Securities with terms different from those of Securities
previously issued, to "reopen" a previous issue of a series of Securities and to
issue additional Securities of such series.
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The Securities will be issued only in registered form. Securities of a
series may be issuable in the form of one or more Global Securities, as
described below under "Global Securities." Unless otherwise provided in the
Prospectus Supplement accompanying this Prospectus, Securities denominated in
United States dollars will be issued only in denominations of $1,000 and
integral multiples thereof (Section 2.01). The Prospectus Supplement relating
to Offered Securities denominated in a foreign or composite currency will
specify the denomination thereof (Section 2.02).
The Securities may be presented for exchange, and Securities (other than a
Global Security) may be presented for registration of transfer at the principal
corporate trust office of the Trustee in The City of New York. No service
charge will be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. All Securities
presented for registration of transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed by, or accompanied by a written
instrument or instruments of transfer (in form satisfactory to the Company and
the Trustee) duly executed by, the registered holder or his attorney duly
authorized in writing (Section 2.05).
Payment and Paying Agents
Payment of principal of and premium, if any, on the Securities (other than
a Global Security) will be made in the designated currency against surrender of
such Securities at the principal corporate trust office of the Trustee in The
City of New York. Unless otherwise indicated in the Prospectus Supplement,
payment of any installment of interest on Securities will be made to the person
in whose name such Security is registered at the close of business on the Record
Date for such interest. Unless otherwise indicated in the Prospectus
Supplement, payments of such interest will be made at the principal corporate
trust office of the Trustee in The City of New York, or by a check mailed to the
holder at such holder's registered address (Sections 2.01 and 5.02).
Global Securities
The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series
(Section 1.02).
The specific terms of the depository arrangement with respect to a series
of Offered Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in any accompanying Prospectus
Supplement, the following provisions will apply to any depository arrangements.
Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities may not be transferred except as a whole by DTC to a nominee of DTC
or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee
to a successor of DTC or a nominee of such successor.
DTC has advised the Company that it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
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provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for persons that have accounts with DTC ("participants") and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of certificates. DTC's participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations,
some of which (and/or their representatives) own DTC. Access to DTC's book-
entry system is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants
may beneficially own interests in securities held by DTC only through
participants.
Upon the issuance by the Company of a Global Security, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
participants. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in Global Securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of participants) or by
participants or persons that may hold interests through participants (with
respect to beneficial interests of beneficial ownership). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in Global Securities.
So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Global Securities for all
purposes under the Indenture. Except as provided in an accompanying Prospectus
Supplement, owners of beneficial interests in Global Securities will not be
entitled to have Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
such Securities in certificated form and will not be considered the owners or
holders thereof under the Indenture.
Covenants
Limitations on Liens. The Company has agreed that it will not, and will
not permit any Subsidiary to, incur, issue, assume or guarantee any indebtedness
for money borrowed if such indebtedness is secured by a pledge of, lien on, or
security interest in any shares of Voting Stock of any Significant Subsidiary,
whether such Voting Stock is now owned or is hereafter acquired, without
providing that each series of Securities issued under the Indenture (together
with, if the Company shall so determine, any other indebtedness or obligations
of the Company or any Subsidiary ranking equally with such Securities and then
existing or thereafter created) shall be secured equally and ratably with such
indebtedness. The foregoing limitation shall not apply to indebtedness secured
by a pledge of, lien on or security interest in any shares of Voting Stock of
any corporation at the time it becomes a Significant Subsidiary (Section 5.04).
Limitations on Mergers and Sales of Assets. The Company has agreed that it
will not enter into a merger or consolidation with another corporation or sell
other than for cash or lease all or substantially all its assets to another
corporation, or purchase all or substantially all the assets of another
corporation unless (i) either the Company is the continuing corporation, or the
successor corporation (if other than the Company) expressly assumes by
supplemental indenture the obligations evidenced by the securities issued
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pursuant to the Indenture (in which case, except in the case of such a lease,
the Company will be discharged therefrom) and (ii) immediately thereafter, the
Company or the successor corporation (if other than the Company) would not be in
default in the performance of any covenant or condition of the Indenture
(Sections 5.05 and 14.01).
Certain Definitions. The term "Significant Subsidiary" means a Subsidiary,
including its Subsidiaries, which meets any of the following conditions: (i) the
Company's and its other Subsidiaries' investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; (ii) the Company's and its other Subsidiaries' proportionate share of the
total assets (after intercompany eliminations) of the Subsidiary exceeds 10
percent of the total assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; or (iii) the Company's
and its other Subsidiaries' equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in
accounting principles of the Subsidiary exceeds 10 percent of such income of the
Company and its Subsidiaries consolidated for the most recently completed fiscal
year. The term "Subsidiary" means any corporation of which securities entitled
to elect at least a majority of the corporation's directors shall at the time be
owned, directly or indirectly, by the Company, or one or more Subsidiaries, or
by the Company and one or more Subsidiaries. The term "Voting Stock" means
capital stock the holders of which have general voting power under ordinary
circumstances to elect at least a majority of the board of directors of a
corporation, provided that, for the purposes of such definition, capital stock
which carries only the right to vote conditioned on the happening of an event
shall not be considered voting stock whether or not such event shall have
happened (Sections 1.02 and 5.04).
Modification 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 the securities at the time
outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of the securities of such
series to be affected, provided that no such modification will (i) extend the
fixed maturity of any such 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 any such 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 (Sections 13.01 and
13.02).
Defaults
The Indenture provides that events of default with respect to any series of
Securities will be (i) default for 30 days in payment of interest upon any
Security of such series; (ii) default in payment of principal (other than a
sinking fund instalment) or premium, if any, on any Security of such series;
(iii) default for 30 days in payment of any sinking fund installment when due by
the terms of the Securities of such series; (iv) default, for 90 days after
notice, in performance of any other covenant in the Indenture (other than a
11
<PAGE>
covenant included in the Indenture solely for the benefit of a series of
Securities other than such series); and (v) certain events of bankruptcy or
insolvency (Section 6.01). If an event of default with respect to Securities of
any series issued under the Indenture should occur and be continuing, either the
Trustee or the holders of 25% in the principal amount of outstanding Securities
of such series may declare each Security of that series due and payable (Section
6.02). The Company is required to file annually with the Trustee a statement of
an officer as to the fulfillment by the Company of its obligations under the
Indenture during the preceding year (Section 5.06).
No event of default with respect to a single series of Securities issued
under the Indenture (and any supplemental indenture) necessarily constitutes an
event of default with respect to any other series of Securities (Section 6.02).
Holders of a majority in principal amount of the outstanding Securities of
any series will be entitled to control certain actions of the Trustee under the
Indenture and to waive past defaults with respect to such series (Sections 6.02
and 6.06). Subject to the provisions of the Indenture relating to the duties of
the Trustee, the Trustee will not be under any obligation to exercise any of the
rights or powers vested in it by the Indenture at the request, order or
direction of any of the holders of Securities, unless one or more of such
holders of Securities shall have offered to the Trustee reasonable security or
indemnity (Section 10.01).
If an event of default occurs and is continuing with respect to a series of
Securities, any sums held or received by the Trustee under the Indenture may be
applied to reimburse the Trustee for its reasonable compensation and expenses
incurred prior to any payments to holders of Securities of such series (Section
6.05).
The right of any holder of any series of Securities to institute action for
any remedy (except such holder's right to enforce payment of the principal of,
premium, if any, and interest on such holder's Security when due) will be
subject to certain conditions precedent, including a request to the Trustee by
the holders of not less than 25% in principal amount of the Securities of that
series outstanding to take action, and an offer satisfactory to the Trustee of
security and indemnity against liabilities incurred by it in so doing (Section
6.07).
Defeasance
The Indenture provides that, if specified with respect to the Securities of
a particular series, the Company (a) will be deemed to have paid and discharged
the entire indebtedness on all outstanding Securities of such series
("defeasance and discharge") or (b) will cease to be under any obligation (other
than to pay when due the principal of, premium, if any, and interest on such
Securities) with respect to the Securities of such series ("covenant
defeasance"), at any time prior to Maturity, when the Company has deposited with
the Trustee, in trust for the benefit of the holders (i) funds sufficient to pay
all sums due for principal of, premium, if any, and interest on the Securities
of such series as they shall become due from time to time, or (ii) such amount
of direct obligations of, or obligations the payment of which are
unconditionally guaranteed by the full faith and credit of, the United States of
America, as will or will together with the income thereon without consideration
of any reinvestment thereof be sufficient to pay all sums due for principal of,
premium, if any, and interest on the Securities of such series as they shall
become due from time to time. In addition to the foregoing, covenant
defeasance, but not defeasance and discharge, is conditioned upon the Company's
delivery to the Trustee of an opinion of counsel to the effect that the holders
of the Securities of such series will have no Federal income tax consequences as
12
<PAGE>
a result of such deposit. Upon defeasance and discharge, the Indenture will
cease to be of further effect with respect to the Securities of such series and
the holders of such Securities shall look only to the deposited funds or
obligations for payment. Upon covenant defeasance, however, the Company will
not be relieved of its obligation to pay when due principal of, premium, if any,
and interest on the Securities of such series if not otherwise paid from such
deposited funds or obligations. Notwithstanding the foregoing, certain
obligations and rights under the Indenture with respect to compensation,
reimbursement and indemnification of the Trustee, optional redemption, mandatory
and optional sinking fund payments, if any, registration of transfer and
exchange of the Securities of such series, replacement of mutilated, destroyed,
lost or stolen Securities and certain other administrative provisions will
survive defeasance and discharge and covenant defeasance (Sections 11.03 and
11.04).
Under current Federal income tax law, there is a substantial risk that the
defeasance and discharge contemplated in the preceding paragraph could be
treated as a taxable exchange of the Securities for an interest in the trust.
As a consequence, each holder of the Securities would recognize gain or loss
equal to the difference between the value of the holder's interest in the trust
and holder's tax basis for the securities deemed exchanged. Thereafter, each
holder would be required to include in income his share of any income, gain and
loss recognized by the trust. Although a holder could be subject to Federal
income tax on the deemed exchange of the defeased Securities for an interest in
the trust, such holder would not receive any cash until the maturity of such
Securities. Prospective investors are urged to consult their own tax advisors
as to the specific consequences of a defeasance and discharge, including the
applicability and effect of tax laws other than the Federal income tax law.
Except to the extent described above, the Indenture does not contain any
covenants or provisions that would afford protection to holders of the
Securities in the event of a highly leveraged transaction.
Concerning the Trustee
The Bank of New York is the Trustee under the Indenture. The Company has
had and may from time to time in the future have, banking relationships with the
Trustee in the ordinary course of business.
PLAN OF DISTRIBUTION
The Company may offer the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
such Offered Securities may be listed.
If underwriters are used in an offering of Securities, such Securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Securities may be either offered to the public through underwriting
syndicates represented by one or more managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase Offered Securities will be
13
<PAGE>
subject to certain conditions precedent and the underwriters will be obligated
to purchase all such Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Offered Securities also may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and the terms of any such agency (including any
commissions payable by the Company to such agent) will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
As one of the means of direct issuance of Offered Securities, the Company
may utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
The anticipated date of delivery of Offered Securities will be as set forth
in the Prospectus Supplement relating to the offering of such Securities.
This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney, an indirect subsidiary of the Company, in connection
with offers and sales of the Securities 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 Securities and may discontinue
any market-making activities at any time without notice, at its sole discretion.
The Securities issued hereunder will be new issues of securities with no
established trading market, and no assurance can be made as to the existence or
liquidity of a trading market for such Securities.
Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD") and an affiliate of the Company, may participate in
distributions of the Offered Securities. Accordingly, the offerings of Offered
Securities will conform with the requirements set forth in any applicable
sections of Schedule E to the By-Laws of the NASD.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Act. Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company and
affiliates of the Company.
14
<PAGE>
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 Securities are acquired by an employee benefit plan with respect to which
the Company or any direct or indirect subsidiary of the Company is a party in
interest, unless such securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Securities should consult with its
legal counsel.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by Charles O. Prince, III, Esq., General Counsel of the Company, Travelers Group
Inc., 388 Greenwich Street, New York, New York 10013, or by counsel to be
identified in the Prospectus Supplement. Mr. Prince, Senior Vice President,
General Counsel and Secretary of the Company, beneficially owns, or has rights
to acquire under the Company's employee benefit plans, an aggregate of less than
1% of the Company's Common Stock.
The validity of the Offered Securities will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, incorporated or included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, have been incorporated by
reference herein, in reliance upon the reports (also incorporated by reference
herein) of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing. The
reports of KPMG Peat Marwick LLP covering 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. The preacquisition consolidated financial statements of
The Travelers Corporation as of December 31, 1993 and 1992, and for each of the
years in the two-year period ended December 31, 1993, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, 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 the method of accounting for
postretirement benefits other than pensions, accounting for income taxes and
accounting for foreclosed assets in 1992 (also incorporated by reference herein)
of Coopers & Lybrand L.L.P., independent accountants, and upon the authority of
said firm as experts in accounting and auditing.
15
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee . . . . . . . . $ 241,374
NASD registration fee . . . . . . . 30,500
Blue Sky fees and expenses . . . . . 35,000
Printing . . . . . . . . . . . . . . 100,000
Legal fees and expenses . . . . . . 25,000
Fees of Independent Certified Public
Accountants. . . . . . . . . . . . 75,000
Fees of rating agencies . . . . . . 400,000
Fee of Indenture Trustee . . . . . . 20,000
Miscellaneous expenses . . . . . . . 3,126
-------
Total expenses . . . . . . . . . $ 930,000
=======
Except for the SEC and NASD registration fees, all of the foregoing are
estimates.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the 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 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, 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.
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<PAGE>
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 3 of Article V of the
Company's By-laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the Federal securities laws. 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 TENTH of the
Company's Certificate of Incorporation limits the liability of directors to the
fullest extent permitted by Section 102(b)(7).
Item 16. Exhibits.
Exhibit
Number Description
- ------- -----------
1.01 Underwriting Agreement Basic Provisions, dated January 12,
1993, incorporated by reference to Exhibit 1.01 to Amendment
No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-55542.
4.01 Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation ("old Primerica") and
The Bank of New York, as Trustee (the "Trustee"),
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<PAGE>
Exhibit No. Description
- ----------- -----------
incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-3, File No. 33-55542.
4.02 First Supplemental Indenture, dated as of December 15, 1988,
among old Primerica, Primerica Holdings, Inc. ("Primerica
Holdings") and the Trustee, incorporated by reference to
Exhibit 4.02 to the Company's Registration Statement on Form
S-3, File No. 33-55542.
4.03 Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings and the Trustee, incorporated by
reference to Exhibit 4.03 to the Company's Registration
Statement on Form S-3, File No. 33-55542.
4.04 Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Primerica Corporation and the
Trustee, incorporated by reference to Exhibit 5 to the
Company's Form 8-A dated December 21, 1992, with respect to
the Company's 7 3/4% Notes Due June 15, 1999.
5.01 Opinion of Charles O. Prince, III, General Counsel of the
Company, as to the legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) and to Exhibit 12.01 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995 (File No. 1-9924).
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.03 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
25.01 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York, Trustee (bound
separately).
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined Annual
Statement of The Travelers Insurance Group Inc. and its
affiliated property 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, 1994 (File
No. 1-9924).
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. 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 and 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
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.
(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.
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<PAGE>
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, this 25th day of
October, 1995.
TRAVELERS GROUP 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 25th day of October, 1995.
Signature Capacity
--------- --------
/s/ Sanford I. Weill Chairman of the Board, Chief
.............................. Executive Officer and
Sanford I. Weill Director (Principal Executive
Officer)
/s/ Heidi G. Miller Senior Vice President and
.............................. Chief Financial Officer
Heidi G. Miller (Principal Financial Officer)
/s/ Irwin R. Ettinger Senior Vice President and
.............................. Chief Accounting Officer
Irwin R. Ettinger (Principal Accounting Officer)
* Director
..............................
C. Michael Armstrong
Director
...............................
Kenneth J. Bialkin
* Director
...............................
Edward H. Budd
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<PAGE>
* 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
* Director
..............................
Dudley C. Mecum
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<PAGE>
* Director
..............................
Andrall E. Pearson
* Director
..............................
Frank J. Tasco
* Director
..............................
Linda J. Wachner
Director
..............................
Joseph R. Wright, Jr.
* Director
..............................
Arthur Zankel
/s/ James Dimon
* By:...........................
James Dimon
Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
1.01 Underwriting Agreement Basic Provisions, dated January 12,
1993, incorporated by reference to Exhibit 1.01 to Amendment
No. 1 to the Travelers Group Inc.'s (f/k/a Primerica
Corporation) Registration Statement on Form S-3, File No. 33-
55542.
4.01 Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation ("old Primerica") and
The Bank of New York, as Trustee (the "Trustee"),
incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-3, File No. 33-55542.
4.02 First Supplemental Indenture, dated as of December 15, 1988,
among old Primerica, Primerica Holdings, Inc. ("Primerica
Holdings") and the Trustee, incorporated by reference to
Exhibit 4.02 to the Company's Registration Statement on Form
S-3, File No. 33-55542.
4.03 Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings and the Trustee, incorporated by
reference to Exhibit 4.03 to the Company's Registration
Statement on Form S-3, File No. 33-55542.
4.04 Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Primerica Corporation and the
Trustee, incorporated by reference to Exhibit 5 to the
Company's Form 8-A dated December 21, 1992, with respect to
the Company's 7 3/4% Notes Due June 15, 1999.
5.01 Opinion of Charles O. Prince, III, General Counsel of the
Company, as to the legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) and to Exhibit 12.01 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995 (File No. 1-9924).
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
<PAGE>
23.03 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
25.01 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York, Trustee (bound
separately).
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined Annual
Statement of The Travelers Insurance Group Inc. and its
affiliated property 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, 1994 (File
No. 1-9924).
Exhibit 5.01
October 25, 1995
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and
Corporate Secretary of Travelers Group Inc., a Delaware
corporation (the "Company"). I refer to the proposed
registration by the Company under the Securities Act of 1933, as
amended (the "Act") of $700,000,000 aggregate principal amount of
the Company's proposed securities (the "Securities"), under a
registration statement on Form S-3, filed on or about the date
hereof (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 as I have deemed appropriate
as a basis for the opinions expressed below. In my examination,
I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such
copies.
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. Assuming the taking of appropriate further
corporate action by the Company, the effectiveness of the
Registration Statement under the Act, the due execution and
delivery of the Securities on behalf of the Company, the due
authentication of the Securities by The Bank of New York, as
Trustee (the "Trustee") under the Indenture dated as of March 15,
1987, between Primerica Corporation, a New Jersey corporation,
formerly known as American Can Company ("old Primerica"), and the
Trustee, 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 Holdings, the Company (formerly known as Primerica
Corporation) and the Trustee (as supplemented, the "Indenture"),
or any successor Trustee under the Indenture, and the sale and
delivery of the Securities at the price and in accordance with
the terms set forth in the Registration Statement and the
supplement or supplements to the Prospectus referred to therein,
<PAGE>
Travelers Group Inc.
October 25, 1995
Page 2
the Securities will thereupon be legal, valid and binding
obligations of the Company and will be entitled to the benefits
of such 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 constituting a part of such Registration Statement
under the heading "Legal Matters." In giving such consent, I do
not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Act, or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Charles O. Prince, III
Exhibit 23.01
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 dated October 25, 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, and to the reference to our firm under the
heading "Experts" in the registration statement. 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.
/s/ KPMG PEAT MARWICK LLP
New York, New York
October 25, 1995
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors of
Travelers Group Inc.:
We consent to the incorporation by reference in the
Registration Statement of Travelers Group Inc. on Form S-3,
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 two 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
accounting for postretirement benefits other than pensions,
accounting for income taxes and accounting for foreclosed
assets in 1992. We also consent to the reference to our
Firm under the caption "Experts" in the Registration
Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
October 24, 1995
Exhibit 24.01
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ C. Michael Armstrong
____________________________
C. Michael Armstrong
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ Edward H. Budd
____________________________
Edward H. Budd
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Joseph A. Califano
____________________________
Joseph A. Califano
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Douglas D. Danforth
____________________________
Douglas D. Danforth
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ Robert F. Daniell
____________________________
Robert F. Daniell
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ Leslie B. Disharoon
____________________________
Leslie B. Disharoon
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995
/s/ Gerald R. Ford
____________________________
Gerald R. Ford
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Ann D. Jordan
____________________________
Ann D. Jordan
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Robert I. Lipp
____________________________
Robert I. Lipp
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ Dudley E. Mecum
____________________________
Dudley E. Mecum
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Andrall E. Pearson
____________________________
Andrall E. Pearson
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
27th day of September, 1995.
/s/ Frank J. Tasco
____________________________
Frank J. Tasco
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Linda J. Wachner
____________________________
Linda J. Wachner
<PAGE>
POWER OF ATTORNEY
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 either
debt securities or any combination of all or some of the following securities
of the Company: debt securities, guarantees of debt securities, preferred
shares, convertible preferred shares, common shares, par value $.01 per share,
options, warrants or other rights relating to any one or more of foreign
currency exchange rates or other items or indices, in such amounts as may
result in proceeds to the Company of $1 billion (the "Securities"), to be
offered by the Company, including from time to time under a Rule 415 shelf
registration, including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director, a Registration Statement on Form S-3 or other
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file
or cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities 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
25th day of October, 1995.
/s/ Arthur Zankel
____________________________
Arthur Zankel
EXHIBIT 25.01
=====================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
TRAVELERS GROUP INC.
(Exact name of obligor as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
388 Greenwich Street
New York, NY 10013
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
=====================================================================
<PAGE>
1. General information. Furnish the following information as
to the Trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
<TABLE><CAPTION>
--------------------------------------------------------------------------------
Name Address
--------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit
hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of
1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1. A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4
to Form T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by
an amendment to this Form T-1.
- 3 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized,
all in The City of New York, and State of New York, on the 24th day
of October, 1995.
THE BANK OF NEW YORK
By: /S/ BYRON MERINO
---------------------------
Name: BYRON MERINO
Title: ASSISTANT TREASURER
-4-
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
June 30, 1995, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 3,025,419
Interest-bearing balances .......... 881,413
Securities:
Held-to-maturity securities ........ 1,242,368
Available-for-sale securities ...... 1,774,079
Federal funds sold in domestic
offices of the bank ................ 5,503,445
Securities purchased under agree-
ments to resell .................... 200,634
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................26,599,533
LESS: Allowance for loan and
lease losses ..............516,283
Loans and leases, net of unearned
income and allowance 26,083,250
Assets held in trading accounts ...... 1,455,639
Premises and fixed assets (including
capitalized leases) ................ 612,547
Other real estate owned .............. 79,667
Investments in unconsolidated
subsidiaries and associated
companies .......................... 198,737
Customers' liability to this bank on
acceptances outstanding ............ 1,111,464
Intangible assets .................... 105,263
Other assets ......................... 1,237,264
Total assets ......................... $43,511,189
LIABILITIES
Deposits:
In domestic offices ................ $19,233,885
Noninterest-bearing .......7,677,954
Interest-bearing .........11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 12,641,676
Noninterest-bearing ..........72,479
Interest-bearing .........12,569,197
<PAGE>
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,747,659
Securities sold under agreements
to repurchase .................... 73,553
Demand notes issued to the U.S.
Treasury ........................... 300,000
Trading liabilities .................. 738,317
Other borrowed money:
With original maturity of one year
or less .......................... 1,586,443
With original maturity of more than
one year ......................... 220,877
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,113,102
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,489,252
Total liabilities .................... 40,198,624
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,849,221
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 662)
Cumulative foreign currency transla-
tion adjustments .................. ( 3,944)
Total equity capital ................ 3,312,565
Total liabilities and equity
capital ........................... $43,511,189
I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.
J. Carter Bacot
Thomas A. Renyi Directors
Samuel F. Chevalier
