Filed Pursuant to Rule 424(b)(5)
Registration No. 33-68760
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 29, 1993.
$150,000,000
Travelers Group Inc.
6 5/8% Notes Due September 15, 2005
Interest payable March 15 and September 15
--------------
Travelers Group Inc. (formerly Primerica Corporation) (the "Company") is
offering $150,000,000 principal amount of its 6 5/8% Notes Due September 15,
2005 (the "Notes"). The Notes will not be redeemed prior to maturity and will
not be subject to any sinking fund. 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.
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions Company (1)(2)
------------- -------------- -------------
Per Note................. 99.552% .622% 98.930%
Total.................... $149,328,000 $933,000 $148,395,000
(1) Plus accrued interest from September 15, 1995 to the date of delivery.
(2) Before deducting expenses payable by the Company estimated to be $75,000.
--------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes, in book-entry form, will be made through the facilities of DTC, on or
about September 19, 1995 against payment in immediately available funds.
CS First Boston
Citicorp Securities, Inc.
PaineWebber Incorporated
The date of this Prospectus Supplement is September 14, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS 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 June 30,
1995, and as adjusted to give effect to (i) the issuance and sale of the Notes,
(ii) the issuance and sale of $200 million of additional long-term debt of a
subsidiary of the Company expected to be issued on September 19, 1995 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 June 30, 1995.
<TABLE><CAPTION>
AT JUNE 30, 1995
--------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings...................... $ 2,254 $ 2,254
Short-term borrowings............................................ 1,449 1,099
Long-term debt................................................... 8,613 8,963
----------- -----------
Total debt................................................... $ 12,316 $ 12,316
Stockholders' equity:
Preferred stock at aggregate liquidation value................... 800 800
Common stock ($.01 par value;
authorized shares: 500,000,000; issued--368,173,990 shares
outstanding and as adjusted)................................... 4 4
Additional paid-in capital....................................... 6,705 6,705
Retained earnings................................................ 4,774 4,774
Treasury stock at cost (49,871,109) shares outstanding and as
adjusted)...................................................... (1,569) (1,569)
Unrealized gain (loss) on investment securities and other, net... (46) (46)
----------- -----------
Total stockholders' equity................................... 10,668 10,668
----------- -----------
Total capitalization....................................... $ 22,984 $ 22,984
----------- -----------
----------- -----------
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE><CAPTION>
SIX MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, --------------------------------------
1995 1994(1) 1993 1992(2) 1991 1990
---------------- ------- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges...... 2.02 2.32 2.79 2.63 1.85 1.56
</TABLE>
------------
(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 would have been 2.33.
S-2
<PAGE>
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.
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 September 14, 1995, $300,000,000 aggregate principal
amount of Securities remains currently available to be offered by the Company
under the Registration Statement 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 September 15,
1995, at the annual rate set forth on the cover page of this Prospectus
Supplement, and will mature on September 15, 2005. Interest will be payable
semi-annually on March 15 and September 15, commencing March 15, 1996, to the
persons in whose names the Notes are registered at the close of business on the
preceding February 28 or August 31, respectively. The Notes will not be
redeemable at the option of the Company prior to maturity and will not be
subject to any sinking fund.
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.
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
S-3
<PAGE>
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.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters 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.
S-4
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in the Terms
Agreement dated September 14, 1995, which incorporates by reference the
Underwriting Agreement Basic Provisions dated January 12, 1993 (together, the
"Underwriting Agreement"), the underwriters named below (the "Underwriters"),
for whom CS First Boston Corporation, Citicorp Securities, Inc. and PaineWebber
Incorporated are acting as representatives (the "Representatives"), have
severally but not jointly agreed to purchase from the Company the following
respective principal amounts of Notes:
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
CS First Boston Corporation................................. $115,000,000
Citicorp Securities, Inc. .................................. 15,000,000
PaineWebber Incorporated.................................... 15,000,000
Trilon International Inc. .................................. 5,000,000
------------
Total................................................... $150,000,000
------------
------------
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes, if any are purchased.
The Company has been advised by the Representatives that the Underwriters
propose to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement and, through the
Representatives, to certain dealers at such price less a concession of .400% of
the principal amount per Note, and the Underwriters and such dealers may allow a
discount of .250% of such principal amount per Note on sales to certain other
dealers. After the initial public offering, the public offering price and
concession and discount to dealers may be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are 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 Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
Certain of the Underwriters and their affiliates 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.
S-5
<PAGE>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the Notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Notes in Canada who receives a purchase confirmation will
be deemed to represent to the Company and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions."
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR #88/5, a
copy of which may be obtained from the Company. Only one such report must be
filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
S-6
<PAGE>
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 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 Underwriters 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-7
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION Travelers Group Inc.
OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE $150,000,000
COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS 6 5/8% Notes Due
DO NOT CONSTITUTE AN OFFER TO SELL OR A September 15, 2005
SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
--------------
TABLE OF CONTENTS
Page
----
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 PROSPECTUS SUPPLEMENT
Notice to Canadian Residents.......... S-6
Experts............................... S-7 CS First Boston
Legal Opinions........................ S-7
Citicorp Securities, Inc.
PROSPECTUS
PaineWebber Incorporated
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
