SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 1995
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Travelers Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-8000
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(Registrant's telephone number, including area code)
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TRAVELERS GROUP INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated May 9, 1995,
between the Company and Smith Barney
Inc., Bear, Stearns & Co. Inc.,
Donaldson, Lufkin & Jenrette Securities
Corporation, CS First Boston
Corporation, Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan Stanley &
Co. Incorporated and Salomon Brothers
Inc, as Underwriters, relating to the
offer and sale of the Company's 7 7/8%
Notes due May 15, 2025.
4.01 Form of Note for the Company's 7 7/8% Notes
due May 12, 2025.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 11, 1995 TRAVELERS GROUP INC.
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Deputy Treasurer
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Exhibit 1.01
TERMS AGREEMENT
May 9, 1995
Travelers Group Inc.
388 Greenwich Street, 20th Floor
New York, New York 10013
Attention: Chief Financial Officer
-----------------------
Dear Sirs:
We understand that Travelers Group Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $200,000,000
aggregate principal amount of its debt securities (the "Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, we, as underwriters (the "Underwriters"), offer to
purchase, severally and not jointly, the principal amount of Securities
set forth opposite our respective names on the list attached hereto at
99.067% of the principal amount thereof, together with accrued interest
thereon from May 15, 1995, to the Closing Date. The Closing Date shall
be May 16, 1995 at 8:30 A.M. at the offices of the Company, 388 Greenwich
Street, 20th Floor, New York, New York 10013.
The Securities shall have the following terms:
Title: 7-7/8% Notes due May 15, 2025
Maturity: May 15, 2025
Interest Rate: 7-7/8%
Interest Payment
Dates: May 15 and November 15,
commencing November 15, 1995
Regular Record
Dates: April 30 and October 31
Initial Price to
Public: 99.942% of the principal amount thereof
plus accrued interest from May 15, 1995,
to the date of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity
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Additional terms: The provisions of Section 11.03 and
11.04 of the Indenture relating to
defeasance shall apply to the
Securities. The Securities shall be
issuable as Registered Securities only.
Principal and interest on the Securities
shall be payable in United States
dollars. The Securities will be
initially represented by one or more
global Securities registered in the name
of The Depository Trust Company ("DTC")
or its nominee. Beneficial interests in
the Securities will be shown on, and
transfers thereof will be effected only
through, records maintained by DTC and
its participants. Owners of beneficial
interests in Securities will be entitled
to physical delivery of Securities in
certificated form only under the limited
circumstances described in the Company's
Prospectus Supplement dated May 9, 1995.
All the provisions contained in the document entitled
"Primerica Corporation-Debt Securities-Underwriting Agreement Basic
Provisions" and dated January 12, 1993 (the "Basic Provisions"), a copy
of which you have previously received, are, except as indicated below,
herein incorporated by reference in their entirety and shall be deemed to
be a part of this Terms Agreement to the same extent as if the Basic
Provisions had been set forth in full herein. Terms defined in the Basic
Provisions are used herein as therein defined.
Basic Provisions varied with respect to this Terms
Agreement: (a) All references to Primerica Corporation shall refer to
Travelers Group Inc.; (b) in the fifth line of the third paragraph of
Section 3, delete the phrase "New York Clearing House (next day)" and
insert in lieu thereof "federal or other same day"; and (c) in the
fourteenth line of the third paragraph of Section 3, delete the word
"definitive" and insert in lieu thereof "global".
Charles O. Prince, III, Esq., is counsel to the
Company. Dewey Ballantine is counsel to the Underwriters.
The Securities will be made available for checking and
packaging at the designated office of The Bank of New York at least 24
hours prior to the Closing Date.
Please accept this offer no later than 9:00 o'clock
P.M. on May 9, 1995, by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us, or by sending
us a written acceptance in the following form:
2
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"We hereby accept your offer, set forth in the Terms
Agreement, dated May 9, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CS FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
By SMITH BARNEY INC.
By: /s/ Robert H. B. Baldwin, Jr.
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Robert H. B. Baldwin, Jr.
Managing Director
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Deputy Treasurer
3
<PAGE>
Principal
Underwriter Amount
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SMITH BARNEY INC. . . . . . . . . . . . . . . . . . . . $25,000,000
BEAR, STEARNS & CO. INC. . . . . . . . . . . . . . . . $25,000,000
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION . . $25,000,000
CS FIRST BOSTON CORPORATION . . . . . . . . . . . . . . $25,000,000
LEHMAN BROTHERS INC. . . . . . . . . . . . . . . . . . $25,000,000
J.P. MORGAN SECURITIES INC. . . . . . . . . . . . . . . $25,000,000
MORGAN STANLEY & CO. INCORPORATED . . . . . . . . . . . $25,000,000
SALOMON BROTHERS INC . . . . . . . . . . . . . . . . . $25,000,000
Total . . . . . . . . . . . . . . . . . . . $200,000,000
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4
Exhibit 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
SUCH PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894190 AM 9
NO. R-_______ U.S. $______________
TRAVELERS GROUP INC.
7 7/8% Note Due May 15, 2025
TRAVELERS GROUP INC. (formerly Primerica Corporation), a
corporation duly organized and existing under the laws of Delaware (herein
called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to _________________________, or its registered assigns, the principal
sum of _______________ Dollars ($______________) on May 15, 2025, and to pay
interest thereon from May 15, 1995, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
May 15 and November 15 in each year, commencing November 15, 1995, at the
rate of 7 7/8% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security is registered at the close of
business on the Record Date for such interest, which shall be the April 30 or
October 31 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the holder on
such Record Date and shall be paid to the Person in whose name this Security
is registered on a subsequent Record Date, such Record Date to be not less
than five days prior to the date of payment of such defaulted interest,
established by notice given by mail by or on behalf of the Company to the
holders of Securities not less than 15 days preceding such subsequent Record
Date.
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Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the register of
holders of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: May 16, 1995
TRAVELERS GROUP INC.
By:_____________________________
Jerome T. Fadden
Vice President and
Treasurer
By:_____________________________
Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under
the Indenture described herein.
The Bank of New York, as Trustee
By:___________________________
Authorized Signatory
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TRAVELERS GROUP INC.
7 7/8% Notes Due May 15, 2025
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and the
Trustee, and the Third Supplemental Indenture, dated as of December 9, 1992,
among the Company, Holdings and the Trustee (as so amended, herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated as set forth above, limited in aggregate principal amount to
$200,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge
and defeasance as provided in Sections 11.03 and 11.04 of the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, without the consent of the holders of the Securities, to establish,
among other things, the form and terms of any series of Securities issuable
thereunder by one or more supplemental indentures, and, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of Securities at
the time outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series
to be affected, provided that no such modification will (i) extend the fixed
maturity of any Securities, reduce the rate or extend the time of payment of
interest thereon, reduce the principal amount thereof or the premium, if any,
thereon, reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which Securities are
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities
of any series the consent of the holders of which is required for any such
modification without the consent of the holders of all Securities of such series
then outstanding, or (iii) modify, without the written consent of the Trustee,
the rights, duties or immunities of the Trustee.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by the
holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the first
page of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
Custodian ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
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<PAGE>
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Travelers Group Inc. and does hereby irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the first page of the within Security in
every particular, without alteration or
enlargement or any change whatever, and be
guaranteed.
