Registration No. ________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
TRAVELERS GROUP 401(K) SAVINGS PLAN
(Full title of the plan)
CHARLES O. PRINCE, III, ESQ.
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Name and address of agent for service)
(212) 816-8000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Agregate Offering Registration
To Be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share(1) 3,000,000 shs.(2) $50.0625(3) $150,187,500(3) $45,512(3)
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) This Registration Statement also covers such additional number of shares as
may be issuable or saleable by reason of the operation of the anti-dilution
provisions of the Travelers Group 401(k) Savings Plan. Without giving effect to
such anti-dilution provisions, the Registrant has previously registered 328,000,
600,000 and 4,500,000 shares, respectively, of its common stock under its
Registration Statements on Form S-8 (Nos. 33-32130, 33-43997
<PAGE>
and 33-59524). Filing fees in the amounts of $1,600.00, $6,820.31 and
$54,931.64, respectively, were previously paid in connection with the filing of
those Registration Statements.
(3) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based upon
the average of the high and low sale price of the Common Stock, as reported on
the New York Stock Exchange on April 15, 1997.
- -----------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus related to this Registration Statement will also be used in
connection with the offering of shares of Common Stock registered pursuant to
the Registration Statements on Form S-8 (Nos. 33-32130, 33-43997 and 33-59524)
previously filed by the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The latest annual report filed by Travelers Group Inc. (the
"Registrant"), and the latest annual report filed by the Travelers Group 401(k)
Savings Plan (the "Plan"), pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-3 dated February 15, 1994 (File No. 33-52281),
and any amendment or report filed for the purpose of further updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("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
<PAGE>
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 DGCL Section 145 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.
Other subsections of Section 145 further provide 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 liabilities under
Section 145. Section 3 of Article V of the Registrant's By-Laws provides that
the Registrant shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
The Registrant 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 liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Registrant 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 Registrant'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 Registrant's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index attached hereto.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make or has made all changes required by the IRS in order
to qualify the Plan.
Item 9. Undertakings.
(a) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 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; and
(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.
<PAGE>
(b) The undersigned registrant hereby undertakes 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 Section 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.
(c) 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.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
5 Opinion of Charles O. Prince, III, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of Charles O. Prince, III, Esq.
(included in his opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney of certain directors of the Registrant
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, Travelers Group Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 22nd day of April, 1997.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ James Dimon
-----------------------------
James Dimon
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities indicated on this 22nd day of April, 1997.
Signature Title
--------- -----
/s/ Sanford I. Weill
- ----------------------------- Chairman of the Board, Chief Executive Officer
Sanford I. Weill (Principal Executive Officer) and Director
/s/ Heidi G. Miller
- ----------------------------- Senior Vice President and Chief Financial
Heidi G. Miller Officer (Principal Financial Officer)
/s/ Irwin Ettinger
- ----------------------------- Executive Vice President and Chief Accounting
Irwin Ettinger Officer (Principal Accounting Officer)
*
- ----------------------------- Director
C. Michael Armstrong
*
- ----------------------------- Director
Kenneth J. Bialkin
<PAGE>
Signature Title
--------- -----
*
- ----------------------------- Director
Edward H. Budd
*
- ----------------------------- Director
Joseph A. Califano, Jr.
*
- ----------------------------- Director
Douglas D. Danforth
*
- ----------------------------- Director
Robert F. Daniell
/s/ James Dimon
- ----------------------------- Director
James Dimon
*
- ----------------------------- Director
Leslie B. Disharoon
*
- ----------------------------- Director
Gerald R. Ford
*
- ----------------------------- Director
Ann D. Jordan
<PAGE>
Signature Title
--------- -----
*
- ----------------------------- Director
Robert I. Lipp
*
- ----------------------------- Director
Dudley C. Mecum
*
- ----------------------------- Director
Andrall E. Pearson
*
- ----------------------------- Director
Frank J. Tasco
*
- ----------------------------- Director
Linda J. Wachner
*
- ----------------------------- Director
Joseph R. Wright, Jr.
*
- ----------------------------- Director
Arthur Zankel
*By: /s/ James Dimon
------------------------
James Dimon
Attorney-in-fact
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan 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 22nd day of April, 1997.
TRAVELERS GROUP 401(k) SAVINGS PLAN
(Plan)
By: /s/ Richard M. Green
--------------------------------------
Richard M. Green,
Secretary, Plans Administration
Committee, the Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
5 Opinion of Charles O. Prince, III, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of Charles O. Prince, III, Esq.
(included in his opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney of certain directors of the Registrant
EXHIBIT 5
April 21, 1997
Travelers Group Inc.
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of
Travelers Group Inc., a Delaware corporation (the "Company"). I have acted as
counsel to the Company in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 3,000,000 shares of
common stock, $.01 par value per share (the "Shares"), of the Company relating
to the Travelers Group 401(k) Savings Plan (the "Plan"), and interests in the
Plan.
In connection with the foregoing, I or attorneys under my supervision have
examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, the Registration
Statement, the Plan and resolutions duly adopted by the Board of Directors of
the Company relating to the Plan. In addition, I or attorneys under my
supervision have reviewed such other documents and instruments and have
conferred with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts as I have
deemed necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plan have been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
My opinion is limited to matters governed by the Federal laws of the United
States of America and the General Corporation Law of the state of Delaware. I am
not admitted to the practice of law in the state of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Charles O. Prince, III
-------------------------------
Charles O. Prince, III
General Counsel
EXHIBIT 23.2
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-8 of Travelers Group Inc. of our reports dated January 17, 1997 which are
incorporated by reference or included in the 1996 Annual Report on Form 10-K of
Travelers Group Inc. incorporated herein by reference. We also consent to the
incorporation by reference in the registration statement on Form S-8 of
Travelers Group Inc. of our report dated June 21, 1996, relating to the
statements of net assets available for plan benefits of Travelers Group 401(k)
Savings Plan as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for plan benefits for the years then ended, and
all related schedules, which is incorporated by reference in the 1995 Annual
Report on Form 10-K, as amended, of Travelers Group Inc. incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
New York, New York
April 22, 1997
EXHIBIT 24
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ C. Michael Armstrong
-----------------------------
(Signature)
C. Michael Armstrong
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Kenneth J. Bialkin
------------------------------
(Signature)
Kenneth J. Bialkin
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Edward H. Budd
------------------------------
(Signature)
Edward H. Budd
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Joseph A. Califano, Jr.
-----------------------------------
(Signature)
Joseph A. Califano, Jr.
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Douglas D. Danforth
-------------------------------
(Signature)
Douglas D. Danforth
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Robert F. Daniell
-------------------------------
(Signature)
Robert F. Daniell
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Leslie B. Disharoon
------------------------------
(Signature)
Leslie B. Disharoon
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Gerald R. Ford
---------------------------
(Signature)
Gerald R. Ford
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Ann D. Jordan
--------------------------
(Signature)
Ann D. Jordan
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Robert I. Lipp
---------------------------
(Signature)
Robert I. Lipp
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Dudley C. Mecum
----------------------------
(Signature)
Dudley C. Mecum
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Andrall E. Pearson
-----------------------------
(Signature)
Andrall E. Pearson
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Frank J. Tasco
----------------------------
(Signature)
Frank J. Tasco
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Linda J. Wachner
-----------------------------
(Signature)
Linda J. Wachner
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Joseph R. Wright, Jr.
--------------------------------
(Signature)
Joseph R. Wright, Jr.
<PAGE>
POWER OF ATTORNEY
TRAVELERS GROUP INC.
(Form S-8)
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 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 of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be offered by
the Company pursuant to the Travelers Group 401(k) Savings Plan (the "Plan"),
and interests in the Plan, 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-8 or
another appropriate form in respect of the registration of such Common Stock and
Plan interests and any and all amendments thereto, including 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 Common Stock and Plan interests
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 26th day
of March, 1997.
/s/ Arthur Zankel
-------------------------
(Signature)
Arthur Zankel
