Registration No. 33-52029
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRAVELERS GROUP INC.
(formerly known as The Travelers Inc.)
(Exact name of issuer 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, New York 10013
(Address of Principal Executive Offices
including Zip Code)
Travelers Group Stock Option Plan
(formerly known as The Travelers Inc. Stock Option Plan)
(Full title of the Plan)
Charles O. Prince, III, Esq.
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of agent for service)
<PAGE>
EXPLANATORY NOTE
The name of The Travelers Inc. was changed to Travelers Group
Inc. (the "Company") on April 26, 1995. The name of The Travelers Inc. Stock
Option Plan was changed to Travelers Group Stock Option Plan, effective as of
April 26, 1995. Shares of the Common Stock of the Company, par value $.01 per
share, which were previously registered for issuance pursuant to the Travelers
Group Stock Option Plan (the "Stock Option Plan") (Reg. No. 33-52029), filed
on January 26, 1994, and the Travelers Group 1996 Stock Incentive Plan (the
"Stock Incentive Plan") (Reg. No. 333-02809), filed on April 25, 1996, remain
available for issuance and will be issued pursuant to the Stock Incentive
Plan. The Company declared a 3 for 2 stock dividend with a record date of
May 6, 1996, which was payable on May 24, 1996.
The total number of shares available for issuance pursuant to the
Stock Incentive Plan is equal to the aggregate number of shares available for
issuance pursuant to the Registration Statement filed for the Stock Option Plan
under Registration No. 33-52029 and for the Stock Incentive Plan under
Registration No. 333-02809.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Not Applicable
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Not Applicable
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
See Exhibit Index attached hereto
ITEM 9. UNDERTAKINGS
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, this 25th day of
September, 1996.
TRAVELERS GROUP INC.
(Registrant)
/s/ James Dimon
By:__________________
James Dimon, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 25th day of September, 1996.
SIGNATURE CAPACITY
Chairman of the Board and Chief
/s/ Sanford I. Weill Executive Officer (Principal
____________________ Executive Officer) and Director
Sanford I. Weill
Senior Vice President and
/s/ Heidi G. Miller Chief Financial Officer
_____________________ (Principal Financial Officer)
Heidi G. Miller
Executive Vice President and Chief
/s/ Irwin R. Ettinger Accounting Officer (Principal
_____________________ Accounting Officer)
Irwin R. Ettinger
____________________ Director
C. Michael Armstrong
*
____________________ Director
Kenneth J. Bialkin
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SIGNATURE CAPACITY
*
____________________ Director
Edward H. Budd
*
____________________ Director
Joseph A. Califano, Jr.
*
_____________________Director
Douglas D. Danforth
_____________________Director
Robert F. Daniell
/s/ James Dimon
_____________________Director
James Dimon
*
____________________ Director
Leslie B. Disharoon
*
____________________ Director
Gerald R. Ford
*
____________________ Director
Ann D. Jordan
*
____________________ Director
Robert I. Lipp
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SIGNATURE CAPACITY
*
____________________ Director
Dudley C. Mecum
*
____________________ Director
Andrall E. Pearson
*
____________________ Director
Frank J. Tasco
____________________ Director
Linda J. Wachner
*
____________________ Director
Joseph R. Wright, Jr.
*
____________________ Director
Arthur Zankel
/s/ James Dimon
*By:_________________________
James Dimon
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
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EHXIBIT INDEX
Exhibit Number Description of Document
24 Powers of attorney are incorporated by
reference to Exhibit 24 of Registration
Statement No. 33-52029
