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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Delaware 52-1568099
(State or other jurisdiction of (IRS Employer 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.
Executive Vice President and General Counsel
388 Greenwich Street
New York, NY 10013 (212) 816-8000
(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:
From time to time 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. [X]
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<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount maximum maximum
being registered being offering price aggregate Amount of
registered per unit offering price registration fee
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<S> <C> <C> <C> <C>
6 1/4% Notes due December 1, 2005 (1) (1) (1) (1)
7% Notes due December 1, 2025 (1) (1) (1) (1)
----
Total $100
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</TABLE>
(1) The securities covered by this registration statement have previously
been registered under the Securities Act of 1933, under the registration
statements on Form S-4 of the registrant declared effective on May 6, 1996
(File Nos. 333-00737 and 333-00741). In accordance with Rule 457(a),
registration fees previously have been paid with respect thereto and the
minimum registration fee of $100 is being paid herewith in connection with
this registration statement.
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 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.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 30, 1996
PROSPECTUS
TRAVELERS GROUP INC.
$100,000,000 principal amount of 6 1/4% Notes due December 1, 2005
$100,000,000 principal amount of 7% Notes due December 1, 2025
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Travelers Group Inc. (the "Company") has issued $100,000,000 of its
6 1/4% Notes due December 1, 2005 (the "10-Year Notes") and $100,000,000 of
its 7% Notes due December 1, 2025 (the "30-Year Notes;" and together with the
10-Year Notes, the "Outstanding Securities") which have been registered under
the Securities Act of 1933, as amended (the "Act"), in exchange (the "Exchange")
for similar securities that had been issued in December 1995 in a transaction
not registered under the Act in reliance upon the exemption provided in Section
4(2) of the Act. This Prospectus relates solely to the Outstanding Securities.
The Outstanding Securities offered hereby are being offered for the
account of Smith Barney Inc. ("Smith Barney"), an indirect wholly owned
subsidiary of the Company. The Outstanding Securities to be offered hereby were
obtained by Smith Barney in the Exchange and/or in connection with its
market-making activities in the Outstanding Securities. As Smith Barney
currently intends to make a market in the Outstanding Securities from time to
time, the number of Outstanding Securities to be held by Smith Barney and the
number of Outstanding Securities to be offered hereby from time to time are
indeterminable.
The Outstanding Securities are represented by one or more global notes
registered in the name of The Depository Trust Company ("DTC") or its nominee.
Beneficial interests in the Outstanding 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 the Outstanding Securities
will be entitled to physical delivery of Outstanding Securities in certificated
form equal in principal amount to their respective beneficial interests only
under the limited circumstances described herein. See "Description of the
Outstanding Securities-Book-Entry Notes."
The Outstanding Securities will trade in the Same-Day Funds Settlement
System of DTC, and, to the extent that secondary market trading activity in the
Outstanding Securities 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.
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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.
-----------------------
This Prospectus is to be used by Smith Barney in connection with offers
and sales of the Outstanding 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.
___________, 1996
<PAGE>
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.
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.
-----------------------
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; Citicorp 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 and the Pacific Stock Exchange, and such
reports, proxy statements, and other information can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and The Pacific Stock Exchange Incorporated, 301 Pine Street, San
Francisco, California 94104, and 233 South Beaudry Avenue, Los Angeles,
California 90012.
-----------------------
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement," which term shall include all
amendments, exhibits, annexes and schedules thereto) pursuant to the Act with
respect to the Outstanding Securities. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
Outstanding Securities, reference is made to the Registration Statement 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 Statement, each such statement being
qualified in all respects by such reference.
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<PAGE>
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 on Form 10-K of the Company for the fiscal year
ended December 31, 1995;
2. Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1996; and
3. Current Reports on Form 8-K of the Company, dated January 16, 1996,
January 19, 1996, as amended, April 2, 1996, as amended, and April 15, 1996.
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 date on which Smith Barney ceases offering and selling Outstanding
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
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 Statement 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 Travelers Group
Inc., 388 Greenwich Street, New York, New York 10013; Attention:
Treasurer; 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 services 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, The Travelers Life and
Annuity 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 commercial and personal property and casualty products
throughout the United States. Property and casualty insurance policies are
issued primarily by subsidiaries of the Company's newly formed indirect
majority-owned subsidiary Travelers/Aetna Property Casualty Corp. ("TAP") and
affiliated property-casualty insurance companies, including Gulf Insurance
Company.
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<PAGE>
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.
On April 2, 1996, TAP purchased from Aetna Life and Casualty Company all
of the outstanding capital stock of The Aetna Casualty and Surety Company and
The Standard Fire Insurance Company for $4.16 billion in cash.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013.
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
Three Months Ended -----------------------------------
March 31, 1996 1995 1994 1993 1992(1) 1991
------------------ ---- ---- ---- ------- ----
Ratio of earnings
to fixed charges...2.53 2.22 2.32 2.79 2.63 1.85
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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 for 1992 would have been 2.33.
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. For the
purpose of this ratio, fixed charges consist of interest expense and that
portion of rentals deemed representative of the appropriate interest factor.
DESCRIPTION OF THE OUTSTANDING SECURITIES
The Outstanding Securities were 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 ("BNY"), as trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
among old Primerica, 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 (formerly known as
Primerica Corporation) and the Trustee (the indenture as so supplemented is
hereinafter referred to as the "Indenture").
The following descriptions of the terms of the Outstanding Securities and
of the Indenture do not purport to be complete and are subject to, and qualified
in their entirety by reference to, the Indenture, a copy of which has been
incorporated by reference or filed as an exhibit to the Registration Statement.
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.
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<PAGE>
GENERAL
The Outstanding Securities are unsecured general obligations of the
Company. As a holding company, the Company's sources of funds are derived
principally from advances and dividends from subsidiaries, certain of which are
subject to regulatory restrictions, and from sales of assets and investments.
The Indenture provides that 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. The provisions of the Indenture 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.
The Outstanding Securities were issued only in registered form and may
only be issued in denominations of $1,000 and integral multiples thereof. No
service charge will be made for any registration of transfer or exchange of
Outstanding Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
BOOK-ENTRY NOTES
The Outstanding Securities were issued in the form of one or more global
notes (each, a "Book-Entry Note"), which were 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.
DTC has advised the Company that it is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, 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 provisions of Section
17A of the Exchange Act. DTC was created to hold securities for 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 the DTC 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 Book-Entry Note, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Outstanding Securities represented by such Book-Entry Note to the
accounts of Participants. Ownership of beneficial interests in a Book-Entry Note
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in Book-Entry Notes 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
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<PAGE>
require that certain purchasers of securities take physical delivery of such
securities in certificated form. Such limits and such law may impair the ability
to transfer beneficial interests in Book-Entry Notes.
So long as DTC or its nominee is the registered owner of the Book-Entry
Notes, DTC or its nominee, as the case may be, will be considered the sole owner
or holder of the Outstanding Securities represented by such Book-Entry Notes for
all purposes under the Indenture. Except as provided below, owners of beneficial
interests in Book-Entry Notes will not be entitled to have Outstanding
Securities represented by such Book-Entry Notes registered in their names, will
not receive or be entitled to receive physical delivery of such Outstanding
Securities in certificated form and will not be considered the owners or holders
thereof under the Indenture.
Principal and interest payments on the Outstanding Securities 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, beneficial ownership 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 payments will be the responsibility
of such Participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depository and a successor depositary is not appointed by the Company within 90
days, the Company will issue Outstanding Securities 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 Outstanding Securities
represented by one or more Book-Entry Notes, and, in such event, will issue
Outstanding Securities 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
Outstanding Securities equal in principal amount to such beneficial interests
and to have such Outstanding Securities registered in its name. Outstanding
Securities 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.
Any certificated Outstanding 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 a form satisfactory to the Company and the Trustee) duly executed
by, the registered holder or his attorney duly authorized in writing.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal and interest on Outstanding Securities
represented by Book-Entry Notes 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
Outstanding Securities are expected to trade in the
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Same-Day Funds Settlement System of DTC, and, to the extent that secondary
market trading activity in the Outstanding Securities 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 Outstanding Securities.
PAYMENTS OF PRINCIPAL AND INTEREST
Principal of and interest on the Outstanding Securities 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 Outstanding Securities. Notwithstanding the foregoing, payments of principal
and interest on Book-Entry Notes will be made as described above.
REDEMPTION
The Outstanding Securities offered hereby are not redeemable by the
Company at any time prior to maturity and are not subject to any sinking fund or
other analogous provision.
SUMMARY OF CERTAIN PROVISIONS OF INDENTURE
Payment and Paying Agents. Payment of principal of and premium, if any, on the
Outstanding Securities will be made in United States dollars against surrender
of such Outstanding Securities at the principal corporate trust office of the
Trustee in The City of New York. Payment of any installment of interest on the
Outstanding Securities will be made to the person in whose name such Outstanding
Securities are registered at the close of business on the Record Date for such
interest payment. 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 (Section 2.01 and
5.02). Notwithstanding the foregoing, payments of principal and interest on
Book-Entry Notes will be made as described above.
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
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
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<PAGE>
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 (excluding
securities entitled to vote for directors only by reason of the happening of a
contingency) 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 any 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 the
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 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 the 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 installment) 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
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 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
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<PAGE>
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 certain past defaults with respect to such series
(Section 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 following provisions of the Indenture are applicable to the
Outstanding Securities. The Company (a) will be deemed to have paid and
discharged the entire indebtedness on all outstanding Outstanding Securities
("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, the
Outstanding Securities) with respect to the Outstanding Securities ("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 Outstanding
Securities as they shall become due from time to time, or (ii) such amount of
direct obligations of, or obligations the payment of which is 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 Outstanding Securities as they shall
become due from time to time. In addition to the foregoing, covenant defeasance
with respect to the Outstanding Securities, 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 Outstanding Securities will have no
Federal income tax consequences as a result of such deposit. Upon defeasance and
discharge, the Indenture will cease to be of further effect with respect to the
Outstanding Securities and the holders of Outstanding 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 Outstanding Securities 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
9
<PAGE>
sinking fund payments, if any, registration of transfer and exchange of the
Outstanding Securities, replacement of mutilated, destroyed, lost or stolen
Outstanding Securities and certain other administrative provisions will survive
defeasance and discharge and covenant defeasance (Section 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 Outstanding Securities for an interest in
the trust. As a consequence, each holder of the Outstanding Securities would
recognize gain or loss equal to the difference between the value of the holder's
interest in the trust and the 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
Outstanding Securities for an interest in the trust, such holder would not
receive any cash until the maturity of such Outstanding 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.
Concerning the Trustee. BNY is the Trustee under the Indenture. The Company has
and may from time to time in the future have banking relationships with the
Trustee in the ordinary course of business.
TERMS OF THE OUTSTANDING SECURITIES
THE 10-YEAR NOTES. The 10-Year Notes are limited to $100,000,000 in
aggregate principal amount, will mature on December 1, 2005, and bear interest
at the rate of 6 1/4% per annum. Such interest is payable semiannually on June
1 and December 1 of each year, commencing December 1, 1996, to the persons in
whose names the 10-Year Notes are registered at the close of business on the May
15 and November 15, respectively, preceding the payment date.
THE 30-YEAR NOTES. The 30-Year Notes are limited to $100,000,000 in
aggregate principal amount, will mature on December 1, 2025, and bear interest
at the rate of 7% per annum. Such interest is payable semiannually on June 1 and
December 1, commencing December 1, 1996, to the persons in whose names the
30-Year Notes are registered at the close of business on the May 15 and November
15, respectively, preceding the payment date.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Outstanding Securities offered hereby. All offers and sales of Outstanding
Securities pursuant to this Prospectus will be for the account of Smith Barney
in connection with secondary resales and/or market-making transactions.
MARKET-MAKING ACTIVITIES
This Prospectus may be used by Smith Barney in connection with offers and
sales of the Outstanding Securities in secondary resales and/or 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 Outstanding
Securities and may discontinue its market-making activities at any time without
notice, at its sole discretion.
10
<PAGE>
Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD") and an affiliate of the Company, will participate in offers
and sales of the Outstanding Securities covered by this Prospectus. Accordingly,
such offers and sales will conform with the requirements set forth in any
applicable sections of Schedule E to the By-Laws of the NASD.
SELLING SECURITYHOLDER
Smith Barney, an indirect wholly owned subsidiary of the Company,
currently holds $____________ of the 10-Year Notes and $________________ of the
30-Year Notes. Smith Barney intends to sell such Outstanding Securities from
time to time in secondary resales and/or in connection with its market-making
activities. In the course of its market-making activities, Smith Barney may also
acquire additional Outstanding Securities from time to time. Smith Barney has no
obligation to make a market in any of the Outstanding Securities and may
discontinue its market-making activities at any time without notice. See
"Market-Making Activities" above. Because Smith Barney expects to make a market
in the Outstanding Securities, the amount of Outstanding Securities to be
offered by it hereby from time to time, as well as the amount of Outstanding
Securities it may hold at any time, are not determinable.
ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries,
including insurance company subsidiaries and Smith Barney, that provide services
to many employee benefit plans, including investment advisory and asset
management services, 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 Outstanding Securities are acquired by an employee benefit plan with respect
to which the Company or any direct or indirect subsidiary of either of them 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 Outstanding Securities should
consult with its legal counsel.
LEGAL MATTERS
The continuing validity of the Outstanding Securities will be passed upon
for the Company by Charles O. Prince, III, General Counsel of the Company,
Travelers Group Inc., 388 Greenwich Street, New York, New York 10013. Mr.
Prince, Executive 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.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, incorporated or included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, 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, 1995 consolidated
financial statements and schedules refer to changes in the Company's methods of
accounting for certain investments in debt and equity securities in 1994 and
methods of accounting for postretirement benefits other than pensions and
accounting for postemployment benefits in 1993. The preacquisition consolidated
financial statements of The Travelers Corporation and subsidiaries as of
December 31, 1993 and for the year
11
<PAGE>
then ended included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, have been incorporated by reference herein, in reliance
upon the report which includes an explanatory paragraph referring to changes in
the method of accounting for reinsurance in 1993 (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. The combined
financial statements as of and for the year ended December 31, 1995 and 1994 of
The Aetna Casualty and Surety Company and The Standard Fire Insurance Company
and their subsidiaries included in the Company's Current Report on Form 8-K
dated April 2, 1996, as amended, have been incorporated by reference herein, in
reliance upon the report (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.
12
<PAGE>
PART II
ITEM 14. Other Expenses of Issuance and Distribution.
SEC registration fee........................... $ 100
Printing....................................... 50,000
Fees of Independent Certified Public Accountants 15,000
Miscellaneous expenses......................... 10,000
-------
Total expenses............................. $75,100
=======
Except for the SEC registration fee, 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.
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
II-1
<PAGE>
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
- ------- -----------
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 Registrant'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 Registrant'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 Registrant'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, the Company and the Trustee, incorporated by
reference to Exhibit 5 to the Registrant's Form 8-A dated December
21, 1992 with respect to its 7 3/4% Notes Due June 15, 1999 (File
No. 1-9924).
4.05 Form of 6 1/4% Note due December 1, 2005.
4.06 Form of 7% Note due December 1, 2025.
5.01 Opinion of Counsel as to legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges, incorporated by
reference to Exhibit 12.01 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, and Exhibit 12.01
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 (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.
II-2
<PAGE>
Exhibit
Number Description
- ------- -----------
23.03 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
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, 1995 (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;
(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 by the registrant
pursuant to Section 13 or 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 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.
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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 30th day of May, 1996.
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 30th day of May, 1996.
Signature Capacity
/s/ Sanford I. Weill Chairman of the Board, Chief Executive
- ------------------------ Officer and Director (Principal
Sanford I. Weill Executive Officer)
/s/ Heidi G. Miller Senior Vice President and Chief
- ------------------------ Financial Officer (Principal Financial
Heidi G. Miller Officer)
/s/ Irwin R. Ettinger Executive Vice President and Chief
- ------------------------ Accounting Officer (Principal
Irwin R. Ettinger Accounting Officer)
*
- ---------------------------
C. Michael Armstrong Director
*
- ---------------------------
Kenneth J. Bialkin Director
*
- ---------------------------
Edward H. Budd Director
*
- ---------------------------
Joseph A. Califano, Jr. Director
*
- ---------------------------
Douglas D. Danforth Director
*
- ---------------------------
Robert F. Daniell Director
II-5
<PAGE>
/s/ James Dimon
- ---------------------------- Director
James Dimon
*
- --------------------------- Director
Leslie B. Disharoon
*
- --------------------------- Director
Gerald R. Ford
*
- --------------------------- Director
Ann Dibble Jordan
*
- --------------------------- Director
Robert I. Lipp
*
- --------------------------- Director
Dudley C. Mecum
*
- --------------------------- Director
Andrall E. Pearson
*
- --------------------------- Director
Frank J. Tasco
*
- ---------------------------
Linda J. Wachner Director
*
- ---------------------------- Director
Joseph R. Wright, Jr.
*
- ---------------------------- Director
Arthur Zankel
* By: /s/ James Dimon
---------------------
James Dimon
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
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 Registrant'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 Registrant'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 Registrant'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, the Company and the Trustee, incorporated by
reference to Exhibit 5 to the Registrant's Form 8-A dated December
21, 1992 with respect to its 7 3/4% Notes Due June 15, 1999 (File
No. 1-9924).
4.05 Form of 6 1/4% Note due December 1, 2005.
4.06 Form of 7% Note due December 1, 2025.
5.01 Opinion of Counsel as to legality of securities being registered.
12.01 Computation of ratio of earnings to fixed charges, incorporated by
reference to Exhibit 12.01 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, and Exhibit 12.01
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 (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 KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
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, 1995 (File No. 1-9924).
EXHIBIT 4.05
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 AV 9
NO. R- U.S.$
------- --------------
TRAVELERS GROUP INC.
6 1/4% NOTE DUE DECEMBER 1, 2005
TRAVELERS GROUP INC., 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 Specimen , or its registered assigns, the
--------
principal sum of Dollars ($ ) on December 1, 2005,
-------------- --------------
and to pay interest thereon from June 1, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on June 1 and December 1 in each year, commencing December 1, 1996, at the rate
of 6 1/4% 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 May 15 or November 15 (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.
<PAGE>
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: June 7, 1996
TRAVELERS GROUP INC.
By: Specimen
-------------------
Jerome T. Fadden
Vice President and
Treasurer
By: Specimen
-------------------
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
-2-
<PAGE>
TRAVELERS GROUP INC.
6 1/4% NOTES DUE DECEMBER 1, 2005
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
$100,000,000.
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.
-3-
<PAGE>
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.
-4-
<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.
EXHIBIT 4.06
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 AW 7
NO. R- U.S. $
------- --------------
TRAVELERS GROUP INC.
7% NOTE DUE DECEMBER 1, 2025
TRAVELERS GROUP INC., 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 Specimen , or its registered assigns, the
--------
principal sum of Dollars ($ ) on December 1, 2025,
--------------- ----------------
and to pay interest thereon from June 1, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on June 1 and December 1 in each year, commencing December 1, 1996, at the rate
of 7% 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 May 15 or November 15 (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.
<PAGE>
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: June 7, 1996
TRAVELERS GROUP INC.
By: Specimen
-------------------
Jerome T. Fadden
Vice President and
Treasurer
By: Specimen
-------------------
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
-2-
<PAGE>
TRAVELERS GROUP INC.
7% NOTES DUE DECEMBER 1, 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
$100,000,000.
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.
-3-
<PAGE>
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.
-4-
<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.
Exhibit 5.01
May 30, 1996
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and 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 (i) $100,000,000 principal amount of 6 1/4% Notes due
December 1, 2005 of the Company (the "10-Year Notes") and (ii) $100,000,000
principal amount of 7% Notes due December 1, 2025 of the Company (the "30-Year
Notes"), under a Registration Statement on Form S-3, filed on or about the date
hereof (the "Registration Statement"). The 10-Year Notes and the 30-Year Notes
are hereinafter referred to as the "Notes." Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Prospectus
that forms a part of 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, including
the Registration Statement and the Restated Certificate of Incorporation and
By-laws of the Company (as each has been amended to the date hereof), 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.
I have assumed the due authorization, execution and delivery of the
Indenture, including the supplements thereto, and each other document executed
and delivered as contemplated by such Indenture, by or on behalf of the parties
thereto other than the Company.
<PAGE>
Travelers Group Inc.
May 30, 1996
Page 2
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. The Notes are legal, valid and binding obligations of the
Company.
3. The Notes are entitled to the benefits of the 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 New York.
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
Charles O. Prince, III
Exhibit 23.01
KPMG
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-3 of our reports dated January 16, 1996 which are incorporated by
reference or included in the 1995 Annual Report on Form 10-K of Travelers
Group Inc. incorporated herein by reference, and to the reference to our
firm under the headings "Experts" in the registration statement. Our reports
refer to changes in the Company's method of accounting for certain investments
in debt and equity securities in 1994, and methods of accounting for
postretirement benefits other than pensions and accounting for postemployment
benefits in 1993.
/s/ KPMG PEAT MARWICK LLP
New York, New York
May 28, 1996
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,
related to our audit of the preacquisition consolidated balance sheet of
The Travelers Corporation and Subsidiaries (the "Company") as of December 31,
1993, and the related consolidated statements of operations and retained
earnings and cash flows for the year then ended (the preacquisition financial
statements), which report is included in the Annual Report on Form 10-K of
Travelers Group Inc. for the fiscal year ended December 31, 1995, and includes
an explanatory paragraph referring to changes in the method of accounting for
reinsurance in 1993. We also consent to the reference to our Firm as "Experts"
in accounting and auditing.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
May 29, 1996
Exhibit 23.03
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Aetna Life and Casualty Company:
We consent to the incorporation by reference in the registration statement
on Form S-3 filed by Travelers Group Inc. of our report dated February 28,
1996 on the combined financial statements of The Aetna Casualty and Surety
Company and The Standard Fire Insurance Company and their subsidiaries which
is included in the Current Report on Form 8-K/A-1 of Travelers Group Inc.
dated April 2, 1996 incorporated herein by reference, and to the reference
to our firm under the heading "Experts" in the registration statement.
/s/ KPMG PEAT MARWICK LLP
Hartford, Connecticut
May 28, 1996
Exhibit 24.01
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
21st day of December, 1995.
- ---- --------
/s/ C. Michael Armstrong
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Kenneth J. Bialkin
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Edward H. Budd
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
21st day of December, 1995.
- ---- --------
/s/ Joseph H. Califano
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Douglas D. Danforth
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Robert F. Daniell
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
24th day of December, 1995.
- ---- --------
/s/ Leslie B. Disharoon
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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 December, 1995.
- ---- --------
/s/ Gerald R. Ford
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Ann Dibble Jordan
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Robert I. Lipp
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Dudley C. Mecum
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Andrall E. Pearson
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Frank J. Tasco
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
21st day of December, 1995.
- ---- --------
/s/ Linda J. Wachner
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
21st day of December, 1995.
- ---- --------
/s/ Joseph R. Wright, Jr.
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-3)
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 and its subsidiary, Smith Barney Inc., 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 and the subsequent sale of
the 6 1/4% Notes due December 1, 2005 and the 7% Notes due December 1, 2025,
of the Company (the "Securities"), and to provide a prospectus that may be used
by Smith Barney Inc. in connection with is market-making activities in the
Securities, 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 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, or to permit such market-making
activities, 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
22nd day of December, 1995.
- ---- --------
/s/ Arthur Zankel
------------------------
(Signature)
