Filed Pursuant to Rule 424(b)(5)
Registration Nos. 33-68760 and 33-55542
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 29, 1993)
$150,000,000
TRAVELERS GROUP INC.
6 7/8% NOTES DUE JUNE 1, 2025
Travelers Group Inc. (formerly Primerica Corporation) (the "Company") is
offering $150,000,000 principal amount of its 6 7/8% Notes due June 1, 2025 (the
"Notes"). Interest on the Notes is payable semi-annually on June 1 and December
1 of each year, commencing December 1, 1995. The Notes may not be redeemed prior
to maturity by the Company, but registered holders of the Notes may elect to
have the Notes, or any portion thereof that is an integral multiple of $1,000,
repaid on June 1, 2005, at the principal amount thereof together with interest
payable to the date of repayment. Such election, which is irrevocable when made,
must be made within the period commencing April 1, 2005 and ending at the close
of business on May 1, 2005 (or, if such May 1 is not a business day, the next
succeeding business day). See "Description of Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Owners of beneficial interests in Notes will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See "Description of Notes--Book-Entry Notes."
Settlement for the Notes will be made in immediately available funds. The Notes
will trade in the Same-Day Funds Settlement System of DTC, and, to the extent
that secondary market trading activity in the Notes is effected through the
facilities of DTC, such trades will be settled in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds.
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
Per Note............................. 99.909% .500% 99.409%
Total................................ $149,863,500 $750,000 $149,113,500
</TABLE>
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(1) Plus accrued interest from June 1, 1995 to the date of delivery.
(2) Before deducting expenses payable by the Company estimated to be $75,000.
The Notes are offered subject to receipt and acceptance by the Underwriter, to
prior sale and to the Underwriter's right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that the delivery of the Notes in book-entry form will be made through the
facilities of DTC on or about June 2, 1995.
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SALOMON BROTHERS INC
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 25, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1995, and as adjusted to give effect to (i) the issuance and sale of the
Notes, (ii) the issuance and sale of additional long-term debt of the Company
and certain subsidiaries of the Company after March 31, 1995 through the date
hereof and (iii) the application of the proceeds from each of these transactions
to the repayment of short-term borrowings, as if such transactions had occurred
on March 31, 1995.
<TABLE>
<CAPTION>
AT MARCH 31, 1995
--------------------------
OUTSTANDING AS ADJUSTED
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(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings...................... $ 2,194 $ 1,894
Short-term borrowings............................................ 2,137 1,187
Long-term debt................................................... 7,475 8,725
----------- -----------
Total debt................................................... $ 11,806 $ 11,806
Stockholders' equity:
Preferred stock at aggregate liquidation value................... 800 800
Common stock ($.01 par value;
authorized shares: 500,000,000; issued--368,176,791 shares
outstanding and as adjusted)................................... 4 4
Additional paid-in capital....................................... 6,690 6,690
Retained earnings................................................ 4,453 4,453
Treasury stock at cost (48,450,977) shares outstanding and as
adjusted)........................................................ (1,481) (1,481)
Unrealized gain (loss) on investment securities and other, net... (816) (816)
----------- -----------
Total stockholders' equity................................... 9,650 9,650
----------- -----------
Total capitalization....................................... $ 21,456 $ 21,456
----------- -----------
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</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ---------------------------------------
1995 1994 1993 1992(1) 1991 1990
------------------ ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.......................... 2.09 2.52 2.79 2.63 1.85 1.56
</TABLE>
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(1) 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 would have been 2.33.
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. For purposes of these ratios, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.
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<PAGE>
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
will be used 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. The Company expects that it
will incur additional indebtedness in the future.
DESCRIPTION OF NOTES
The following description of the terms of the Notes offered hereby (referred
to in the Prospectus as the "Offered Securities") supplements the description of
the general terms of Securities set forth in the Prospectus, to which
description reference is hereby made. The following summary of the Notes is
qualified in its entirety by reference thereto and to the Indenture referred to
therein.
The Notes will be limited to $150,000,000 in aggregate principal amount, as
a result of which, as of May 25, 1995, $450,000,000 aggregate principal amount
of Securities remains currently available to be offered by the Company under the
Registration Statements of which this Prospectus Supplement and the accompanying
Prospectus form a part. The Notes will be issued only in fully registered form,
without coupons, in denominations of $1,000 and integral multiples thereof.
Initially, the Notes will be issued in the form of one or more global notes
(each, a "Book-Entry Note") registered in the name of DTC or its nominee, as
described below. The Notes will bear interest from June 1, 1995, at the annual
rate set forth on the cover page of this Prospectus Supplement, and will mature
on June 1, 2025. Interest will be payable semi-annually on June 1 and December
1, commencing December 1, 1995, to the persons in whose names the Notes are
registered at the close of business on the preceding May 15 or November 15,
respectively.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the principal corporate trust office of the Trustee, 101
Barclay Street, Corporate Trust Services Window, Lobby Level, New York, New
York; 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 Notes. Notwithstanding
the foregoing, payments of principal and interest on Book-Entry Notes will be
made as described below.
The Indenture permits the defeasance of Securities or the defeasance of
certain of the Company's obligations under the Indenture upon the satisfaction
of the conditions described under "Description of Securities--Defeasance" in the
Prospectus. The Notes are subject to these defeasance provisions.
REDEMPTION
The Notes will not be redeemable at the option of the Company prior to
maturity and will not be subject to any sinking fund.
REPAYMENT AT OPTION OF HOLDER
The Notes will be repayable on June 1, 2005 (the "Put Option Date"), at the
option of the registered holders of the Notes, at 100% of their principal amount
together with interest payable to the date of repayment. In order for a Note to
be repaid on the Put Option Date, the Company must receive at the principal
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, within the period commencing April 1, 2005 and ending at the close of
business on May 1, 2005 (or, if such May 1 is not a business day, the next
succeeding business day), the Note with the form entitled "Option to Elect
Repayment" on the reverse of or otherwise accompanying the Note duly completed.
Any such notice received by the Company within the period commencing April 1,
2005 and ending at the close of business on May 1, 2005 (or, if such May 1 is
not a business day, the next
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<PAGE>
succeeding business day) shall be irrevocable. The repayment option may be
exercised by the holder of a Note for less than the entire principal amount of
such Note provided the principal amount which is to be repaid is equal to $1,000
or an integral multiple of $1,000. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and binding.
It is anticipated that DTC's nominee will be the registered holder of the
Notes and therefore will be the only entity that can exercise a right to
repayment, and that repayment will be made in accordance with DTC's repayment
procedures in effect at that time. See "Description of Notes--Book-Entry Notes"
below. In order to ensure that DTC's nominee will timely exercise a right to
repayment with respect to a particular beneficial interest in the Notes, the
beneficial owner of such interest must instruct the broker or other direct or
indirect participant through which it holds a beneficial interest in the Notes
to notify DTC of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in the Notes
in order to ascertain the cut-off time by which such an instruction must be
given in order for timely notice to be delivered to DTC.
BOOK-ENTRY NOTES
The Notes will initially be issued in the form of one or more Book-Entry
Notes, which will be deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominee. Except as set forth below, Book-Entry Notes 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.
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to DTC or its nominee, as the case
may be, as the registered owner of the related Book-Entry Note or Notes. The
Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of owners of
beneficial interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by participants to owners of beneficial interests in
Book-Entry Notes held through such participants will be governed by standing
customer instructions and customary practices, as is now the case with
securities registered in "street name." Such instructions will be the
responsibility of such participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for
beneficial interests in the Book-Entry Notes. In addition, the Company may at
any time determine not to have its Notes represented by one or more Book-Entry
Notes, and, in such event, will issue Notes in certificated form in exchange for
beneficial interests in Book-Entry Notes. In any such instance, an owner of a
beneficial interest in a Book-Entry Note will be entitled to physical delivery
in certificated form of Notes equal in principal amount to such beneficial
interest and to have such Notes registered in its name. Notes so issued in
certificated form will be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
S-4
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Same-Day Funds Settlement System of DTC, and, to the extent
that secondary market trading activity in the Notes is effected through the
facilities of DTC, such trades will be settled in immediately available funds.
No assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement dated
May 25, 1995, which incorporates by reference the Underwriting Agreement Basic
Provisions dated January 12, 1993 (together, the "Underwriting Agreement"), the
Company has agreed to sell to the Underwriter, and the Underwriter has agreed to
purchase, all of the Notes.
The Underwriting Agreement provides that the obligations of the Underwriter
to pay for and accept delivery of the Notes are subject to the approval of
certain legal matters by its counsel and to certain other conditions. The
Underwriter is committed to take and pay for all of the Notes if any are taken.
The Underwriter proposes to offer part of the Notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of .300%
of the principal amount under the public offering price. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of .250% of the
principal amount to certain other dealers.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriter that it presently
intends to make a market in the Notes, as permitted by applicable laws and
regulations. The Underwriter is not obligated, however, to make a market in the
Notes, and any such market making may be discontinued at any time at the sole
discretion of the Underwriter. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Notes.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriter and its affiliates may engage in transactions with and
perform services for the Company or one or more of its affiliates in the
ordinary course of business and may do so in the future.
This Prospectus Supplement, together with the Prospectus, may also be used
by Smith Barney Inc. (formerly Smith Barney Shearson Inc.) ("Smith Barney"), a
subsidiary of the Company, in connection with offers and sales of the Notes in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Smith Barney may act as principal or agent in such
transactions.
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, 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
S-5
<PAGE>
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 three-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.
LEGAL OPINIONS
The legality of the Notes offered hereby will be passed upon for the Company
by Charles O. Prince, III, Esq., General Counsel of the Company, 388 Greenwich
Street, New York, New York, and for the Underwriter by Dewey Ballantine, 1301
Avenue of the Americas, New York, New York. Mr. Prince, Senior Vice President,
General Counsel and Secretary of the Company, benefically 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. Dewey Ballantine has from time to time acted as
counsel for the Company and certain of its subsidiaries and may do so in the
future.
S-6
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Capitalization........................ S-2
Ratio of Earnings to Fixed Charges.... S-2
Use of Proceeds....................... S-3
Description of Notes.................. S-3
Underwriting.......................... S-5
Experts............................... S-5
Legal Opinions........................ S-6
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference............................ 3
The Company........................... 3
Ratio of Earnings to Fixed Charges.... 4
Use of Proceeds....................... 5
Description of Securities............. 5
Plan of Distribution.................. 11
ERISA Matters......................... 12
Legal Matters......................... 12
Experts............................... 12
$150,000,000
TRAVELERS GROUP INC.
6 7/8% NOTES DUE JUNE 1, 2025
- ------------------------------
SALOMON BROTHERS INC
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PROSPECTUS SUPPLEMENT
DATED MAY 25, 1995
