<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------
<TABLE>
<S> <C> <C>
TRAVELERS GROUP INC. DELAWARE 52-1568099
TRAVELERS CAPITAL IV DELAWARE 06-6432183
TRAVELERS CAPITAL V DELAWARE 06-6432184
TRAVELERS CAPITAL VI DELAWARE 06-6446485
TRAVELERS CAPITAL VII DELAWARE 06-6446486
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
</TABLE>
------------
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
STEPHANIE B. MUDICK, ESQ.
DEPUTY GENERAL COUNSEL
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE FOR EACH REGISTRANT)
---------------
COPIES TO:
<TABLE>
<S> <C>
KENNETH J. BIALKIN, ESQ. FREDERICK W. KANNER, ESQ.
SKADDEN, ARPS, SLATE, DEWEY BALLANTINE LLP
MEAGHER & FLOM LLP 1301 AVENUE OF THE AMERICAS
919 THIRD AVENUE NEW YORK, NEW YORK 10019
NEW YORK, N.Y. 10022 (212) 259-8000
(212) 735-3000
</TABLE>
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of the registration statement, as determined by
market conditions.
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 securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS REGISTERED PER OFFERING REGISTRATION FEE
OF SECURITIES TO BE REGISTERED (1)(2)(3) UNIT (4)(5) PRICE (4)(5) (4)
<S> <C> <C> <C> <C>
Trust Preferred Securities of the
Trusts..........................
Junior Subordinated Debt
Securities of Travelers Group
Inc.............................
Guarantees of Trust Preferred
Securities of the Trusts and
certain back-up obligations
(6).............................
Preferred Stock of Travelers Group
Inc.............................
Depositary Shares of Travelers
Group Inc.......................
Common Stock of Travelers Group
Inc. reserved for issuance upon
conversion or exchange of
Preferred Stock (7).............
Total............................. $1,000,000,000 100% $1,000,000,000 $295,000
</TABLE>
(1) Such indeterminate number of Preferred Securities of Travelers Capital IV,
Travelers Capital V, Travelers Capital VI and Travelers Capital VII (each a
"Trust") and such indeterminate principal amount of Junior Subordinated Debt
Securities of Travelers Group Inc. as may from time to time be issued at
indeterminate prices. Includes Preferred Securities which may be purchased
by underwriters to cover over-allotments, if any. Junior Subordinated Debt
Securities may be issued and sold to any Trust, in which event such Junior
Subordinated Debt Securities may later be distributed to the holders of
Preferred Securities upon a dissolution of such Trust and the distribution
of the assets thereof.
(2) Such indeterminate number of shares of Preferred Stock of Travelers Group
Inc. as from time to time may be issued at indeterminate prices. Includes
Preferred Stock which may be purchased by underwriters to cover over-
allotments, if any.
(3) Such indeterminate number of Depositary Shares as may be issued in the event
that Travelers Group Inc. elects to offer fractional interests in the
Preferred Stock registered hereby. Includes Depositary Shares which may be
purchased by underwriters to cover over-allotments, if any.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of the Trusts and the Junior Subordinated Debt Securities,
Preferred Stock and the Depositary Shares of Travelers Group Inc. registered
hereby will not exceed $1,000,000,000.
(5) Exclusive of accrued interest, distributions and dividends, if any.
(6) Includes the rights of holders of the Preferred Securities under any
Guarantees and certain back-up undertakings, comprised of the obligations of
Travelers Group Inc. to provide certain indemnities in respect of, and pay
and be responsible for certain costs, expenses, debts and liabilities of,
each Trust (other than with respect to the Preferred Securities) and such
obligations of Travelers Group Inc. as set forth in the Amended and Restated
Declaration of Trust of each Trust and the Indenture, in each case as
further described in the Registration Statement. The Guarantees, when taken
together with Travelers Group Inc.'s obligations under the Junior
Subordinated Debt Securities, the Indenture and the Amended and Restated
Declaration of Trust, will provide a full and unconditional guarantee on a
subordinated basis by Travelers Group Inc. of payments due on the Preferred
Securities. No separate consideration will be received for any Guarantee or
such back-up obligations.
(7) Such indeterminate number of shares of Common Stock as may be issued upon
conversion of or exchange for any Preferred Stock or Depositary Shares that
provide for such conversion or exchange are being registered hereby. No
separate consideration will be received for the Common Stock issuable upon
such conversion or exchange.
<PAGE>
SUBJECT TO COMPLETION DATED DECEMBER 18, 1997
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.
<PAGE>
PROSPECTUS
TRAVELERS GROUP INC.
PREFERRED STOCK
DEPOSITARY SHARES
JUNIOR SUBORDINATED DEBT SECURITIES
------------------
TRAVELERS CAPITAL IV
TRAVELERS CAPITAL V
TRAVELERS CAPITAL VI
TRAVELERS CAPITAL VII
TRUST PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
TRAVELERS GROUP INC.
----------------
Travelers Group Inc., a Delaware corporation (the "Company"), may offer,
from time to time, (i) its unsecured junior subordinated debt securities (the
"Junior Subordinated Debt Securities"), consisting of debentures, notes or other
evidences of indebtedness, in one or more series, and (ii) shares of its
preferred stock, $1.00 par value (the "Preferred Stock"), which may be issued in
the form of depositary shares (the "Depositary Shares") evidenced by depositary
receipts, in amounts, at prices and on terms to be determined at or prior to the
time of any such offering. The Company's obligations under the Junior
Subordinated Debt Securities will be subordinate and junior in right of payment
to certain other indebtedness of the Company as described herein or as may be
described in an accompanying Prospectus Supplement (the "Prospectus
Supplement").
Travelers Capital IV, Travelers Capital V, Travelers Capital VI and
Travelers Capital VII (each, a "TRV Trust" and, together, the "TRV Trusts"),
each a statutory business trust formed under the laws of the State of Delaware,
may offer, from time to time, trust preferred securities, representing undivided
beneficial interests in the assets of the respective TRV Trust ("Preferred
Securities") with the payment of periodic cash distributions ("distributions")
and payments on liquidation, redemption or otherwise of such Preferred
Securities guaranteed (each, a "Guarantee") on a subordinated basis by the
Company to the extent described herein. See "Description of Guarantees." The
Company's obligations under the Guarantees will rank PARI PASSU with the most
senior preferred or preference stock now or hereafter issued by the Company. See
"Description of Guarantees--Status of Guarantees." Junior Subordinated Debt
Securities may be issued and sold from time to time in one or more series by the
Company to a TRV Trust, or a trustee of such trust, in connection with the
investment of the proceeds from the offering of Preferred Securities and Common
Securities (as defined herein) of such TRV Trust, but the Company does not
intend to issue and sell the Junior Subordinated Debt Securities directly to
other purchasers, including the general public. The Junior Subordinated Debt
Securities purchased by a TRV Trust may be subsequently distributed PRO RATA to
holders of Preferred Securities and Common Securities in connection with the
dissolution of such TRV Trust upon the occurrence of certain events as may be
described in an accompanying Prospectus Supplement. The Guarantees, when taken
together with the Company's obligations under the Junior Subordinated Debt
Securities, the Indenture (as defined herein) and the Declaration (as defined
herein), including its obligations to pay costs, expenses, debts and liabilities
of such TRV Trust (other than with respect to the Preferred Securities and the
Common Securities), will provide a full and unconditional guarantee on a
subordinated basis by the Company of payments due on Preferred Securities.
(CONTINUED ON NEXT PAGE)
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 MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
SALOMON SMITH BARNEY
, 1997
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
Specific terms of the Junior Subordinated Debt Securities of any series, the
Preferred Securities of any TRV Trust, the Preferred Stock of any series or the
Depositary Shares in respect of which this Prospectus is being delivered (the
"Offered Securities") will be set forth in a Prospectus Supplement with respect
to such Offered Securities, which will describe, without limitation and where
applicable, the following: (i) in the case of Junior Subordinated Debt
Securities, the specific designation, aggregate principal amount, denomination,
maturity, premium, if any, redemption or sinking fund provisions, if any,
interest rate (which may be fixed or variable), if any, the time and method of
calculating interest payments, if any, dates on which premium, if any, and
interest, if any, will be payable, the right of the Company, if any, to defer
payment of interest on the Junior Subordinated Debt Securities and the maximum
length of such deferral period, the initial public offering price, subordination
terms, and any listing on a securities exchange and other specific terms of the
offering of Junior Subordinated Debt Securities, (ii) in the case of Preferred
Securities, the designation, number of securities, liquidation preference per
security, initial public offering price, any listing on a securities exchange,
distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall accrue,
any voting rights, any redemption or sinking fund provisions, any other rights,
preferences, privileges, limitations or restrictions relating to the Preferred
Securities and the terms upon which the proceeds of the sale of the Preferred
Securities shall be used to purchase a specific series of Junior Subordinated
Debt Securities, and (iii) in the case of Preferred Stock and Depositary Shares,
the specific designation, the number of shares, any dividend (including the
method of calculating payment of dividends), seniority, liquidation, redemption,
voting and other rights, any terms for any conversion or exchange into shares of
the common stock, $.01 par value, of the Company (the "Common Stock"), any
listing on a securities exchange, the initial public offering price and any
other terms.
If as set forth in the applicable Prospectus Supplement, the Company has the
right to defer payments of interest on a series of Junior Subordinated Debt
Securities by extending the interest payment period of such series of Junior
Subordinated Debt Securities (each, an "Extension Period"), distributions on the
corresponding series of Preferred Securities will also be deferred.
The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering; PROVIDED, HOWEVER, that the aggregate
initial public offering price of all Offered Securities shall not exceed
$1,000,000,000. Any Prospectus Supplement relating to any series of Offered
Securities will contain information concerning certain United States federal
income tax considerations, if applicable, to the Offered Securities.
The Company or any of the TRV Trusts may sell the Offered Securities
directly, through agents designated from time to time or through underwriters or
dealers. See "Plan of Distribution." If any agents of the Company, any of the
TRV Trusts or any underwriters or dealers are involved in the sale of the
Offered Securities, the names of such agents, underwriters or dealers and any
applicable commissions and discounts will be set forth in any related Prospectus
Supplement.
This Prospectus, together with an appropriate Prospectus Supplement, may be
used by Smith Barney Inc. ("Smith Barney") and/or Salomon Brothers Inc ("Salomon
Brothers;" and, collectively with Smith Barney Inc. and any of their successors,
the "Salomon Smith Barney Subsidiaries"), each an indirect wholly owned
subsidiary of the Company and an affiliate of the TRV Trusts, in connection with
offers and sales of the Offered Securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Any
Salomon Smith Barney Subsidiary may act as principal or agent in such
transactions.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
2
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE TRV
TRUSTS, OR ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCE, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR ANY OF THE TRV TRUSTS SINCE THE DATE HEREOF OR
THEREOF. THIS PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH
COMMISSIONER RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 Commission also maintains a site on the World Wide Web, the address
of which is http://www.sec.gov, that contains reports, proxy and information
statements and other information regarding issuers, such as the Company, that
file electronically with the Commission. The Company's common stock is listed on
the New York Stock Exchange, Inc. (the "NYSE") and The Pacific Exchange, Inc.
(the "PCX"), 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 Exchange, Inc., 301 Pine
Street, San Francisco, California 94104, and 233 South Beaudry Avenue, Los
Angeles, California 90012.
The Company and the TRV Trusts have 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
Securities Act of 1933, as amended (the "Act"), with respect to the Offered
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, the TRV Trusts and the Offered 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.
No separate financial statements of the TRV Trusts have been included or
incorporated by reference herein. The Company does not consider that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the voting securities of the TRV Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) the TRV Trusts have no independent operations but exist for the sole
purpose of issuing securities representing undivided beneficial interests in
their respective assets and investing the proceeds thereof in Junior
Subordinated Debt Securities issued by the Company, and (iii) the obligations of
the TRV Trusts under the Preferred Securities are fully and unconditionally
guaranteed by the Company to the extent that the respective TRV Trust has funds
available to meet such obligations. See "Description of Junior Subordinated Debt
Securities" and "Description of Guarantees."
3
<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, 1996;
2. Quarterly Reports on Form 10-Q of the Company for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. Current Reports on Form 8-K of the Company, dated January 19, 1996,
as amended, April 2, 1996, as amended, June 7, 1996, June 11, 1997, July 8,
1997, September 3, 1997, September 24, 1997, as amended, October 3, 1997,
October 13, 1997 and November 28, 1997; and
4. The Company's Registration Statement on Form 8-B, dated May 10, 1988,
describing the Common Stock, including any amendments or reports filed for
the purpose of updating such description.
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 later of (i) the termination of the offering of Offered Securities hereby
and (ii) the date on which any Salomon Smith Barney Subsidiary ceases offering
and selling Offered 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.
4
<PAGE>
RECENT DEVELOPMENTS
On November 28, 1997, pursuant to an Agreement and Plan of Merger, dated as
of September 24, 1997, among the Company, Diamonds Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Company ("Sub"), and Salomon Inc,
a Delaware corporation ("Salomon"), Sub merged with and into Salomon (the
"Merger"). Salomon, which continued as the surviving corporation in the Merger
and became a wholly owned subsidiary of the Company, changed its name to Salomon
Smith Barney Holdings Inc. ("SSBH").
Following the Merger, the Company merged another of its subsidiaries, Smith
Barney Holdings Inc., a Delaware corporation, with and into SSBH. SSBH continued
as the surviving corporation in this subsequent merger and now holds all of the
investment banking, proprietary trading, retail brokerage and asset management
operations previously owned by Salomon and Smith Barney Holdings Inc.
THE COMPANY
The Company is a financial services holding company engaged, through its
subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Property & Casualty Insurance Services and Life
Insurance Services.
The Company's Investment Services segment consists of investment banking,
asset management, brokerage and other financial services provided through
subsidiaries of SSBH. The Company's Consumer Finance Services segment includes
consumer lending services conducted primarily under the name "Commercial Credit"
and credit-related insurance and credit card services. The Company's Property &
Casualty Insurance Services segment includes the operations of Travelers
Property Casualty Corp., an 84% owned subsidiary of the Company, and its
subsidiary and affiliated property-casualty insurance companies, which provide a
wide range of commercial and personal property and casualty insurance products
and services to businesses, government units, associations and individuals. 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 Primerica Life
Insurance Company.
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.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013 and its telephone number is (212) 816-8000.
TRV TRUSTS
Each of the TRV Trusts is a statutory business trust formed under Delaware
law pursuant to (i) a declaration of trust executed by the Company, as sponsor
for such trust (the "Sponsor"), and the trustees of such trust dated (x) with
respect to Travelers Capital IV and Travelers Capital V, as of September 19,
1996, and (y) with respect to Travelers Capital VI and Travelers Capital VII, as
of May 14, 1997, and (ii) the filing of a certificate of trust with the
Secretary of State of the State of Delaware on (x) with respect to Travelers
Capital IV and Travelers Capital V, September 19, 1996 and (y) with respect to
Travelers Capital VI and Travelers Capital VII, May 14, 1997. Each such
declaration will be amended and restated in its entirety (as so amended and
restated, each a "Declaration") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus forms a part. Each of the
TRV Trusts exists for the exclusive purposes of (i) issuing the Preferred
Securities and common securities representing undivided beneficial interests in
the assets of the Trust (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"), (ii) investing the gross proceeds
from the sale of the Trust Securities in the Junior Subordinated Debt Securities
and (iii) engaging in only those other activities necessary or incidental
thereto. All of the Common Securities will be directly or indirectly owned by
the Company. The Common Securities will rank PARI PASSU, and payments will be
made thereon PRO RATA, with the Preferred Securities, except that, upon an event
of default under the Declaration, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. The Company will directly or indirectly acquire Common
Securities in an aggregate liquidation amount equal to 3% or more of the total
capital of each TRV Trust.
Each TRV Trust has a term of approximately 55 years but may terminate
earlier, as provided in each Declaration. Each TRV Trust's business and affairs
will be conducted by the trustees of each applicable Trust (the "TRV Trustees")
5
<PAGE>
appointed by the Company as the direct or indirect holder of all the Common
Securities. The holder of the Common Securities will be entitled to appoint,
remove or replace any of, or increase or reduce the number of, the TRV Trustees
of the TRV Trusts, except in certain limited circumstances. The duties and
obligations of the TRV Trustees shall be governed by the Declaration of such TRV
Trust. Each TRV Trust will have two TRV Trustees (the "Regular Trustees") who
are employees or officers of or who are affiliated with the Company. One TRV
Trustee of each TRV Trust will be a financial institution that is not affiliated
with the Company and that has a specified minimum amount of aggregate capital,
surplus, and undivided profits of not less than $50,000,000, which shall act as
property trustee and as indenture trustee for the purposes of compliance with
the provisions of Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), pursuant to the terms set forth in a Prospectus Supplement (the
"Institutional Trustee"). In addition, unless the Institutional Trustee
maintains a principal place of business in the State of Delaware and otherwise
meets the requirements of applicable law, one TRV Trustee of each TRV Trust will
have a principal place of business or reside in the State of Delaware (the
"Delaware Trustee"). The Company will pay all fees and expenses related to the
TRV Trusts and the offering of the Trust Securities.
The office of the Delaware Trustee for each of the TRV Trusts is Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801. The
address for each TRV Trust is c/o the Company, the Sponsor of the TRV Trusts, at
the Company's corporate headquarters located at 388 Greenwich Street, New York,
New York 10013, telephone (212) 816-8000.
USE OF PROCEEDS
All of the net proceeds from the sale of any Preferred Securities offered
hereby will be invested by the TRV Trust in Junior Subordinated Debt Securities.
The Company will use the proceeds from the sale of the Junior Subordinated Debt
Securities to the TRV Trusts, and the proceeds from the sale of any Preferred
Stock or Depositary Shares offered hereby, for general corporate purposes, which
may include capital contributions to subsidiaries of the Company, the redemption
of shares of the Company's preferred stock, and/or the reduction or refinancing
of borrowings of the Company or its subsidiaries.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER ----------------------------
30, 1997 1996 1995 1994 1993 1992
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to combined fixed charges
and preferred stock dividends 1.51 1.51 1.32 1.10 1.39 1.37
</TABLE>
The ratio of earnings to combined fixed charges and preferred stock
dividends has been computed by dividing earnings from continuing operations
before income taxes and fixed charges by the combined fixed charges and
preferred stock dividends. For purposes of these ratios, fixed charges consist
of interest expense and that portion of rentals deemed representative of the
appropriate interest factor.
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DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Junior Subordinated Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Junior Subordinated Debt Securities offered
by any Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the Junior Subordinated Debt Securities so offered will
be described in the Prospectus Supplement relating to such Junior Subordinated
Debt Securities.
The Junior Subordinated Debt Securities may be issued, from time to time, in
one or more series, under an Indenture, dated as of October 7, 1996 (the
"Indenture"), between the Company and The Chase Manhattan Bank, as trustee (the
"Indenture Trustee"), the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.
The following summary of certain provisions of the Junior Subordinated Debt
Securities and the Indenture does not purport to be complete and is subject to,
and is qualified in its entirety by express reference to, all of the provisions
of the Indenture, including the definitions therein of certain terms. All
article and section references appearing herein are to articles and sections of
the Indenture, unless otherwise indicated, and capitalized terms which are not
otherwise defined in this Prospectus shall have the meanings specified in the
Indenture.
GENERAL. The Junior Subordinated Debt Securities will be direct, unsecured
obligations of the Company. The Indenture does not limit the amount of Junior
Subordinated Debt Securities which may be issued thereunder, and provides that
Junior Subordinated Debt Securities may be issued thereunder in series up to the
aggregate principal amount which may be authorized from time to time by the
Board of Directors of the Company. (Section 3.1)
Reference is made to the Prospectus Supplement relating to the particular
series of Junior Subordinated Debt Securities being offered thereby for the
following terms and other information: (i) the designation, priority, aggregate
principal amount and authorized denominations; (ii) the percentage of their
principal amount at which such Junior Subordinated Debt Securities will be
issued; (iii) the date on which such Junior Subordinated Debt Securities will
mature; (iv) the rate per annum at which such Junior Subordinated Debt
Securities will bear interest or the method of determination of such rate; (v)
the dates on which such interest will be payable; (vi) the rights, if any, to
defer payments of interest on the Junior Subordinated Debt Securities by
extending the interest payment period, and the maximum duration of such
extensions; (vii) the place or places where payments on such Junior Subordinated
Debt Securities shall be made; (viii) any redemption terms or sinking fund
provisions; (ix) the terms of subordination of Junior Subordinated Debt
Securities; (x) whether Debt Securities issued in fully registered form will be
represented by either a global security delivered to a depositary and recorded
in a book-entry system maintained by such depositary or by a certificate
delivered to the Holder; (xi) the restrictions, if any, applicable to the
exchange of Junior Subordinated Debt Securities of a series of one form for
another of such series and to the offer, sale and delivery of the Junior
Subordinated Debt Securities; (xii) whether and under what circumstances the
Company will pay additional amounts in the event of certain developments with
respect to United States withholding tax or information reporting laws; or
(xiii) other specific terms.
Unless otherwise specified in the applicable Prospectus Supplement, Junior
Subordinated Debt Securities will be issued in fully registered form without
coupons, will be exchangeable for other Junior Subordinated Debt Securities of
the same series, registered in the same name, for a like aggregate principal
amount in authorized denominations, and will be transferable at any time or from
time to time at the Corporate Trust Office of the Indenture Trustee or at any
other office or agency of the Company maintained for that purpose. No charge
will be made to the Holder for any such exchange or transfer except for any tax
or governmental charge incidental thereto.
Unless otherwise described in the applicable Prospectus Supplement, there
are no covenants or provisions contained in the Indenture which afford the
Holders of the Junior Subordinated Debt Securities protection in the event of a
highly leveraged transaction involving the Company.
CONSOLIDATION, MERGER AND SALE OF ASSETS. The Indenture provides that the
Company will not consolidate with or merge into any other corporation or convey,
transfer or lease its assets substantially as an entirety unless (a) the
successor is a corporation organized in the United States and expressly assumes
the due and punctual payment of the principal of (and premium, if any) and
interest on all Junior Subordinated Debt Securities issued thereunder and the
performance of every other covenant of the Indenture on the part of the Company
and (b) immediately thereafter no Event of Default and no event which, after
notice or lapse of time, or both, would become an Event of Default, shall have
happened and be continuing. Upon any such consolidation, merger, conveyance or
transfer, the successor
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corporation shall succeed to and be substituted for the Company under the
Indenture and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under the Indenture and the Junior Subordinated Debt
Securities. (Article Eight)
EVENTS OF DEFAULT. The Indenture provides that the following are Events of
Default thereunder with respect to any series of the Junior Subordinated Debt
Securities: (a) default in the payment of the principal of (or premium, if any,
on) any Junior Subordinated Debt Security of such series at its maturity; (b)
default in making a sinking fund payment, if any, when and as the same shall be
due and payable by the terms of the Junior Subordinated Debt Securities of such
series; (c) default for 30 days in the payment of any installment of interest on
any Junior Subordinated Debt Security of such series; (d) default for 90 days
after written notice in the performance of any other covenant in respect of the
Junior Subordinated Debt Securities of such series contained in the Indenture;
(e) certain events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of the Company; (f) any other
Event of Default provided in the applicable resolution of the Board of Directors
or supplemental indenture under which the Junior Subordinated Debt Securities
are issued; and (g) in the event Junior Subordinated Debt Securities of a series
are issued and sold to a TRV Trust or a trustee of such trust in connection with
the issuance of Trust Securities by such TRV Trust, such TRV Trust shall have
voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence, except in connection with (i) the distribution of
Junior Subordinated Debt Securities to holders of Trust Securities in
liquidation or redemption of their interests in such TRV Trust upon a Special
Event, (ii) the redemption of all of the outstanding Trust Securities of such
TRV Trust or (iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such TRV Trust. (Section 5.1) The Indenture
Trustee may withhold notice to the Holders of the Junior Subordinated Debt
Securities of any default with respect thereto (except in the payment of
principal, premium or interest) if it considers such withholding to be in the
interests of such Holders. (Section 6.2)
If an Event of Default with respect to the Junior Subordinated Debt
Securities shall have occurred and be continuing, the Indenture Trustee or the
Holders of 25% in aggregate principal amount of the Junior Subordinated Debt
Securities may declare the principal of all the Junior Subordinated Debt
Securities to be due and payable immediately. (Section 5.2)
The Indenture contains a provision entitling the Indenture Trustee to be
indemnified by the Holders before proceeding to exercise any right or power
under the Indenture at the request of any of the Holders. (Section 6.3). The
Indenture provides that the Holders of a majority in principal amount of the
outstanding Junior Subordinated Debt Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred upon the Indenture Trustee,
with respect to the Junior Subordinated Debt Securities. (Section 5.12) The
right of a Holder to institute a proceeding with respect to the Indenture is
subject to certain conditions precedent including notice and indemnity to the
Indenture Trustee, but the Holder has an absolute right to receipt of principal,
premium, if any, and interest on the Junior Subordinated Debt Securities at the
Stated Maturity (or, in the case of redemption, on the Redemption Date) or to
institute suit for the enforcement thereof. (Sections 5.7 and 5.8)
The Holders of not less than a majority in principal amount of the
Outstanding Junior Subordinated Debt Securities may on behalf of the Holders of
all the Junior Subordinated Debt Securities waive any past defaults except (a) a
default in payment of the principal of (or premium, if any) or interest on any
Junior Subordinated Debt Security and (b) a default in respect of a covenant or
provision of the Indenture which cannot be amended or modified without the
consent of the Holder of each affected Junior Subordinated Debt Security;
PROVIDED, HOWEVER, that if the Junior Subordinated Debt Securities are held by a
TRV Trust or a trustee of such trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable TRV Trust shall have consented to such
waiver or modification to such waiver; PROVIDED FURTHER, that if the consent of
the Holder of each outstanding Junior Subordinated Debt Security is required,
such waiver shall not be effective until each holder of the Trust Securities of
the applicable TRV Trust shall have consented to such waiver. (Section 5.13)
The Indenture requires the Company to furnish to the Indenture Trustee an
annual statement as to defaults, if any, by the Company under the Indenture.
(Section 10.4)
MODIFICATIONS AND AMENDMENTS. Modifications and amendments to the Indenture
may be made by the Company and the Indenture Trustee with the consent of the
Holders of a majority in principal amount of the Junior Subordinated Debt
Securities at the time outstanding of each series which is affected thereby,
PROVIDED, that no such
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modification or amendment may, without the consent of the Holder of each Junior
Subordinated Debt Security affected thereby: (i) modify the terms of payment of
principal, premium, if any, or interest or; or (ii) reduce the percentage of
Holders of Junior Subordinated Debt Securities necessary to modify or amend the
Indenture or waive compliance by the Company with any covenant or past default,
PROVIDED, FURTHER, that if the Junior Subordinated Debt Securities of such
series are held by a TRV Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable TRV Trust shall have consented
to such supplemental indenture; PROVIDED FURTHER, that if the consent of the
Holder of each outstanding Junior Subordinated Debt Security is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the applicable TRV Trust shall have consented to such supplemental
indenture. (Section 9.2)
DISCHARGE AND DEFEASANCE. The Company may discharge all of its obligations
(except those set forth below) to holders of any series of Junior Subordinated
Debt Securities issued under the Indenture, which Junior Subordinated Debt
Securities have not already been delivered to the Indenture Trustee for
cancellation and which either have become due and payable or are by their terms
due and payable within one year (or are to be called for redemption within one
year) by depositing with the Indenture Trustee an amount certified to be
sufficient to pay when due the principal of and premium, if any, and interest on
all outstanding Junior Subordinated Debt Securities of such series and to make
any mandatory sinking fund payments thereon when due. (Section 4.1)
Unless otherwise specified in the applicable Prospectus Supplement with
respect to the Junior Subordinated Debt Securities of a series, the Company, at
its option, (i) will be discharged from any and all obligations in respect of
the Junior Subordinated Debt Securities of such series (except for certain
obligations to pay all expenses of the applicable TRV Trust, to register the
transfer or exchange of Junior Subordinated Debt Securities of such series, to
replace mutilated, defaced, destroyed, lost or stolen Junior Subordinated Debt
Securities of such series, and to maintain Paying Agents and hold monies for
payment in trust), or (ii) need not comply with certain covenants specified in
the applicable Prospectus Supplement with respect to the Junior Subordinated
Debt Securities of that series, and the occurrence of an event described in
clause (d) under "Events of Default" above with respect to any defeased covenant
and clause (f) of the "Events of Default" above shall no longer be an Event of
Default if, in either case, the Company deposits with the Indenture Trustee, in
trust, money or U.S. Government Obligations that through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay all the principal of (and premium, if any) and
any interest on the Junior Subordinated Debt Securities of such series on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) in accordance with the terms of such Junior
Subordinated Debt Securities. Such a trust may only be established, if, among
other things, the Company shall have delivered an Opinion of Counsel, which, in
the case of a discharge pursuant to clause (i), must be based upon a ruling or
administrative pronouncement of the Internal Revenue Service, to the effect that
the Holders of the Junior Subordinated Debt Securities will not recognize gain
or loss for federal income tax purposes as a result of such deposit or
defeasance and will be subject to federal income tax in the same manner as if
such defeasance had not occurred. (Sections 4.2, 4.3 and 4.4) In the event the
Company omits to comply with its remaining obligations under the Indenture after
a defeasance of the Indenture with respect to the Junior Subordinated Debt
Securities of any series as described under clause (ii) above and the Junior
Subordinated Debt Securities of such series are declared due and payable because
of the occurrence of any undefeased Event of Default, the amount of money and
U.S. Government Obligations on deposit with the Indenture Trustee may be
insufficient to pay amounts due on the Junior Subordinated Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. However, the Company will remain liable in respect of such payments.
CONCERNING THE INDENTURE TRUSTEE. The Indenture Trustee has extended
substantial credit facilities (the borrowings under which constitute Senior
Indebtedness) to the Company. The Company and certain of its subsidiaries also
maintain bank accounts, borrow money and have other customary commercial banking
or investment banking relationships with the Indenture Trustee in the ordinary
course of business.
GLOBAL SECURITIES. The Indenture provides that the registered Junior
Subordinated Debt Securities of a series may be issued in the form of one or
more fully registered Global Securities (a "Registered Global Security") that
will be deposited with a depositary (a "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series and
registered in the name of the Depositary or a nominee thereof. (Section 3.1) In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Junior Subordinated Debt Securities
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to be represented by such Registered Global Security or Securities. Unless and
until it is exchanged in whole for Junior Subordinated Debt Securities in
definitive registered form, a Registered Global Security may not be transferred
except as a whole by the Depositary for such Registered Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. The Depositary
currently accepts only debt securities that are payable in U.S. dollars.
The specific terms of the depositary arrangement with respect to any portion
of a series of Junior Subordinated Debt Securities to be represented by a
Registered Global Security will be described in the Prospectus Supplement
relating to such series.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by such participants. The accounts to be credited shall be
designated by any dealers, underwriters or agents participating in the
distribution of such Junior Subordinated Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Junior Subordinated Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below, owners
of beneficial interests in a Registered Global Security will not be entitled to
have the Junior Subordinated Debt Securities represented by such Registered
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Junior Subordinated Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture. Accordingly, each person owning a beneficial interest in a
Registered Global Security must rely on the procedures of the Depositary for
such Registered Global Security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under the Indenture. The Company understands
that under existing industry practices, if the Company requests any action of
holders or if an owner of a beneficial interest in a Registered Global Security
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary for such Registered Global Security would
authorize the participants holding the relevant beneficial interests to give or
take such action, and such participants would authorize beneficial owners owning
through such participants to give or take such action or would otherwise act
upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on Junior Subordinated
Debt Securities represented by a Registered Global Security registered in the
name of a Depositary or its nominee will be made to such Depositary or its
nominee, as the case may be, as the registered owner of such Registered Global
Security. None of the Company, the Indenture Trustee or any other agent of the
Company or agent of the Indenture Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such Registered Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the Depositary for any Junior Subordinated Debt
Securities represented by a Registered Global Security, upon receipt of any
payment of principal, premium or interest in respect of such Registered Global
Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in such
Registered Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Registered Global Security held through such participants will
be governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
participants.
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If the Depositary for any Junior Subordinated Debt Securities represented by
a Registered Global Security is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Junior Subordinated Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Junior Subordinated Debt
Securities of a series represented by one or more Registered Global Securities
and, in such event, will issue Junior Subordinated Debt Securities of such
series in definitive form in exchange for all of the Registered Global Security
or Securities representing such Junior Subordinated Debt Securities. Any Junior
Subordinated Debt Securities issued in definitive form in exchange for a
Registered Global Security will be registered in such name or names as the
Depositary shall instruct the relevant Trustee. It is expected that such
instructions will be based upon directions received by the Depositary from
participants with respect to ownership of beneficial interests in such
Registered Global Security.
The Junior Subordinated Debt Securities of a series may also be issued in
the form of one or more bearer global Securities (a "Bearer Global Security")
that will be deposited with a common depositary for Euroclear and Cedel Bank,
societe anonyme, or with a nominee for such depositary identified in the
Prospectus Supplement relating to such series. The specific terms and
procedures, including the specific terms of the depositary arrangement, with
respect to any portion of a series of Junior Subordinated Debt Securities to be
represented by a Bearer Global Security will be described in the Prospectus
Supplement relating to such series.
RANKING OF JUNIOR SUBORDINATED DEBT SECURITIES. The Junior Subordinated
Debt Securities will be subordinated and junior in right of payment to certain
indebtedness of the Company to the extent set forth in the Prospectus Supplement
that will accompany this Prospectus.
CERTAIN PROVISIONS APPLICABLE TO TRV TRUSTS. In the event Junior
Subordinated Debt Securities of a series are issued and sold to a TRV Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such TRV Trust, such Junior Subordinated Debt Securities subsequently may be
distributed PRO RATA to the holders of such Trust Securities in connection with
the dissolution of such TRV Trust upon the occurrence of certain events
described in the Prospectus Supplement relating to such Trust Securities. Only
one series of Junior Subordinated Debt Securities will be issued to a TRV Trust,
or a trustee of such trust, in connection with the issuance of Trust Securities
by such TRV Trust. If Junior Subordinated Debt Securities are issued to a TRV
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such TRV Trust and (i) there shall have occurred and be continuing
an Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the related Guarantee, or (iii) the Company
shall have given notice of its election to defer payments of interest on such
Junior Subordinated Debt Securities by extending the interest payment period as
provided in the Indenture and such period, or any extension thereof, shall be
continuing, then (a) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) repurchases, redemptions
or other acquisitions of shares of capital stock of the Company in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors or consultants, (ii) as a
result of an exchange or conversion of any class or series of the Company's
capital stock for any other class or series of the Company's capital stock, or
(iii) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged), and (b) the Company shall not make
any payment of interest on or principal of (or premium, if any, on), or repay,
repurchase or redeem any debt securities issued by the Company which rank PARI
PASSU with or junior to such Junior Subordinated Debt Securities. The foregoing,
however, will not apply to any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.
In the event Junior Subordinated Debt Securities are issued to a TRV Trust
or a trustee of such trust in connection with the issuance of Trust Securities
of such TRV Trust, for so long as such Trust Securities remain outstanding, the
Company will covenant (i) to directly or indirectly maintain 100% ownership of
the Common Securities of such TRV Trust; PROVIDED, HOWEVER, that any permitted
successor of the Company under the Indenture may succeed to the Company's
ownership of such Common Securities, (ii) to not voluntarily dissolve, wind-up
or terminate such TRV Trust, except in connection with a distribution of Junior
Subordinated Debt Securities upon a Special Event and in connection with certain
mergers, consolidations or amalgamations permitted by the Declaration of the
applicable TRV Trust, (iii) to timely perform its duties as Sponsor of the
applicable TRV Trust and (iv) to use its reasonable efforts to cause such TRV
Trust (a) to remain a statutory business trust, except in connection with the
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distribution of Junior Subordinated Debt Securities to the holders of Trust
Securities in liquidation of such TRV Trust, the redemption of all of the Trust
Securities of such TRV Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such TRV Trust, and (b)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes. (Section 10.5)
DESCRIPTION OF PREFERRED SECURITIES
The following description sets forth certain general terms and provisions of
the Preferred Securities to which any Prospectus Supplement may relate. The
particular terms of the Preferred Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Preferred Securities so offered will be described in the Prospectus
Supplement relating to such Preferred Securities. The description does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the forms of Declarations, which
are filed as exhibits to the Registration Statement of which this Prospectus
forms a part.
Each TRV Trust may issue, from time to time, only one series of Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each TRV Trust authorizes the Regular Trustees of such TRV
Trust to issue on behalf of such TRV Trust one series of Preferred Securities.
Each Declaration has been or will be qualified as an indenture under the Trust
Indenture Act. The Preferred Securities will have such terms, including
distributions, redemption, voting, liquidation rights and such other preferred,
deferred or other special rights or such restrictions as shall be set forth in
the Declaration of the TRV Trust issuing such Preferred Securities or made part
of such Declaration by the Trust Indenture Act. Reference is made to any
Prospectus Supplement relating to the Preferred Securities of a TRV Trust for
specific terms, including (i) the distinctive designation of such Preferred
Securities, (ii) the number of Preferred Securities issued by such TRV Trust,
(iii) the annual distribution rate (or method of determining such rate) for
Preferred Securities issued by such TRV Trust and the date or dates upon which
such distributions shall be payable, (iv) whether distributions on Preferred
Securities issued by such TRV Trust shall be cumulative, and, in the case of
Preferred Securities having such cumulative distribution rights, the date or
dates or method of determining the date or dates from which distributions on
Preferred Securities issued by such TRV Trust shall be cumulative, (v) the
amount or amounts which shall be paid out of the assets of such TRV Trust to the
Holders of Preferred Securities of such TRV Trust upon voluntary or involuntary
dissolution, winding-up or termination of such TRV Trust, (vi) the obligation,
if any, of such TRV Trust to purchase or redeem Preferred Securities issued by
such TRV Trust and the price or prices at which, the period or periods within
which and the terms and conditions upon which Preferred Securities issued by
such TRV Trust shall be purchased or redeemed, in whole or in part, pursuant to
such obligation, (vii) the voting rights, if any, of Preferred Securities issued
by such TRV Trust in addition to those required by law, including the number of
votes per Preferred Security and any requirement for the approval by the holders
of Preferred Securities, or of Preferred Securities issued by one or more TRV
Trusts, or of both, as a condition to specified action or amendments to the
Declaration of such TRV Trust, and (viii) any other relevant rights,
preferences, privileges, limitations or restrictions of Preferred Securities
issued by such TRV Trust consistent with the Declaration of such TRV Trust or
with applicable law. All Preferred Securities offered hereby will be guaranteed
by the Company to the extent set forth below under "Description of Guarantees."
Certain United States federal income tax considerations applicable to any
offering of Preferred Securities will be described in the Prospectus Supplement
relating thereto.
In connection with the issuance of Preferred Securities, each TRV Trust will
issue one series of Common Securities. The Declaration of each TRV Trust
authorizes the Regular Trustees of such trust to issue on behalf of such TRV
Trust one series of Common Securities having such terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth therein. The terms of the Common Securities issued by such TRV Trust will
be substantially identical to the terms of the Preferred Securities issued by
such TRV Trust and the Common Securities will rank PARI PASSU, and payments will
be made thereon PRO RATA with such Preferred Securities except that, upon an
Event of Default under the Declaration of such TRV Trust, the rights of the
holders of such Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of such Preferred Securities. Except in certain limited
circumstances, the Common Securities of a TRV Trust will also carry the right to
vote and to appoint, remove or replace any of the TRV Trustees of such TRV
Trust. All of the Common Securities of a TRV Trust will be directly or
indirectly owned by the Company.
If an Event of Default with respect to a Declaration of any TRV Trust occurs
and is continuing, then the holders of Preferred Securities of such TRV Trust
would rely on the enforcement by the Institutional Trustee of its rights as a
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holder of the Junior Subordinated Debt Securities against the Company. In
addition, the holders of a majority in liquidation amount of such Preferred
Securities will have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee
or to direct the exercise of any trust or power conferred upon the Institutional
Trustee under such Declaration, including the right to direct the Institutional
Trustee to exercise the remedies available to it as a holder of the Junior
Subordinated Debt Securities. If the Institutional Trustee fails to enforce its
rights under the Junior Subordinated Debt Securities, any holder of such
Preferred Securities may directly institute a legal proceeding against the
Company to enforce the Institutional Trustee's rights under the Junior
Subordinated Debt Securities without first instituting any legal proceeding
against the Institutional Trustee or any other person or entity. If an Event of
Default with respect to the Declaration of any TRV Trust has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Junior Subordinated Debt Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), then a holder of Preferred Securities of such TRV Trust
may also directly institute a proceeding for enforcement of payment to such
holder of the principal of or interest on the Junior Subordinated Debt
Securities having a principal amount equal to the aggregate liquidation amount
of such Preferred Securities of such holder (a "Direct Action") on or after the
respective due date specified in the Junior Subordinated Debt Securities without
first (i) directing the Institutional Trustee to enforce the terms of the Junior
Subordinated Debt Securities or (ii) instituting a legal proceeding against the
Company to enforce the Institutional Trustee's Rights under the Junior
Subordinated Debt Securities. In connection with such Direct Action, the Company
will be subrogated to the rights of such holder of such Preferred Securities
under such Declaration to the extent of any payment made by the Company to such
holder of such Preferred Securities in such Direct Action. Consequently, the
Company will be entitled to payment of amounts that a holder of Preferred
Securities receives in respect of an unpaid distribution that resulted in the
bringing of a Direct Action to the extent that such holder receives or has
already received full payment with respect to such unpaid distribution from a
TRV Trust. The holders of Preferred Securities of a TRV Trust will not be able
to exercise directly any other remedy available to the holders of the Junior
Subordinated Debt Securities.
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DESCRIPTION OF GUARANTEES
Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by the Company for the benefit of the holders,
from time to time, of Preferred Securities. Each Guarantee will be qualified as
an indenture under the Trust Indenture Act. The Chase Manhattan Bank will act as
indenture trustee under each Guarantee (the "Guarantee Trustee"). The terms of
each Guarantee will be those set forth in such Guarantee and those made part of
such Guarantee by the Trust Indenture Act. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the form of Guarantee, which is filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
the Trust Indenture Act. Each Guarantee will be held by the Guarantee Trustee
for the benefit of the holders of the Preferred Securities of a TRV Trust.
GENERAL
Pursuant to and to the extent set forth in each Guarantee, and except as
otherwise set forth in the applicable Prospectus Supplement, the Company will
irrevocably and unconditionally agree to pay in full to the holders of the
Preferred Securities issued by a TRV Trust (except to the extent paid by such
TRV Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which such TRV Trust may have or assert, the following payments
(the "Guarantee Payments"), without duplication: (i) any accrued and unpaid
distributions that are required to be paid on such Preferred Securities, to the
extent such TRV Trust has funds available therefor, and (ii) the redemption
price per Preferred Security set forth in the applicable Prospectus Supplement,
which will not be lower than the stated liquidation amount, plus all accrued and
unpaid distributions (the "Redemption Price"), to the extent such TRV Trust has
funds available therefor, with respect to any Preferred Securities called for
redemption by such TRV Trust, and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such TRV Trust (other than in
connection with the distribution of Junior Subordinated Debt Securities to the
holders of Preferred Securities or the redemption of all of the Preferred
Securities) the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on such Preferred Securities to the date of
payment or (b) the amount of assets of such TRV Trust remaining for distribution
to holders of such Preferred Securities in liquidation of such TRV Trust. The
Company's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Company to the holders of Preferred
Securities or by causing such TRV Trust to pay such amounts to such holders.
Each Guarantee will be a guarantee on a subordinated basis with respect to
the Preferred Securities issued by a TRV Trust from the time of issuance of such
Preferred Securities but will not apply to any payment of distributions or
Redemption Price, or to payments upon the dissolution, winding-up or termination
of such TRV Trust, except to the extent such TRV Trust shall have funds
available therefor. If the Company does not make interest payments on the Junior
Subordinated Debt Securities purchased by a TRV Trust, such TRV Trust will not
pay distributions on the Preferred Securities issued by such TRV Trust and will
not have funds available therefor. See "Description of Junior Subordinated Debt
Securities." The Guarantee, when taken together with the Company's obligations
under the Junior Subordinated Debt Securities, the Indenture and the Declaration
of any TRV Trust, including its obligations to pay costs, expenses, debts and
liabilities of such TRV Trust (other than with respect to Trust Securities) will
provide a full and unconditional guarantee on a subordinated basis by the
Company of payments due on the Preferred Securities issued by such TRV Trust.
CERTAIN COVENANTS OF THE COMPANY
In each Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by a TRV Trust remain outstanding, if there shall have
occurred any event that would constitute an Event of Default under such
Guarantee or the Declaration of such TRV Trust, then (a) the Company shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock or make any guarantee payment with respect thereto (other than
(i) repurchases, redemptions or other acquisitions of shares of capital stock of
the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged) and (b) the
Company shall not make any payment of interest on, or principal of (or premium,
if any, on), or repay,
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repurchase or redeem, any debt securities issued by the Company which rank PARI
PASSU with or junior to such Junior Subordinated Debt Securities. Each
Guarantee, however, will except from the foregoing any stock dividends paid by
the Company where the dividend stock is the same stock as that on which the
dividend is being paid.
MODIFICATION OF THE GUARANTEES; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities to which a Guarantee relates (in which case
no vote will be required), each Guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding related Preferred Securities issued by a TRV Trust.
The manner of obtaining any such approval of holders of such Preferred
Securities will be set forth in an accompanying Prospectus Supplement. All
guarantees and agreements contained in a Guarantee shall bind the successors,
assignees, receivers, trustees and representatives of the Company and shall
inure to the benefit of the holders of the related Preferred Securities of a TRV
Trust then outstanding.
EVENTS OF DEFAULT
An Event of Default under a Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate liquidation amount of the Preferred
Securities to which a Guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. If the
Guarantee Trustee fails to enforce the Guarantee Trustee's rights under a
Guarantee, any holder of related Preferred Securities may directly institute a
legal proceeding against the Company to enforce the Guarantee Trustee's rights
under such Guarantee without first instituting a legal proceeding against the
TRV Trust that issued such Preferred Securities, the Guarantee Trustee or any
other person or entity. A holder of Preferred Securities may also directly
institute a legal proceeding against the Company to enforce such holder's right
to receive payment under such Guarantee without first (i) directing the
Guarantee Trustee to enforce the terms of the Guarantee or (ii) instituting a
legal proceeding against the TRV Trust that issued such Preferred Securities or
any other person or entity.
The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under each of the Guarantees and as to any default in such performance.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, prior to the occurrence of a default with respect to
a Guarantee, undertakes to perform only such duties as are specifically set
forth in the Guarantee and, after default with respect to a Guarantee, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by a
Guarantee at the request of any holder of Preferred Securities to which such
Guarantee relates unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEES
Each Guarantee will terminate as to the Preferred Securities issued by a TRV
Trust upon full payment of the Redemption Price of all Preferred Securities of
such TRV Trust, upon distribution of the Junior Subordinated Debt Securities
held by such TRV Trust to the holders of the Preferred Securities of such TRV
Trust or upon full payment of the amounts payable in accordance with the
Declaration of such TRV Trust upon liquidation of such TRV Trust. Each Guarantee
will continue to be effective or will be reinstated, as the case may be, if at
any time any holder of related Preferred Securities issued by a TRV Trust must
restore payment of any sums paid under such Preferred Securities or such
Guarantee.
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STATUS OF THE GUARANTEES
Each Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) PARI PASSU with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred or
preference stock of any subsidiary of the Company and (iii) senior to the
Company's common stock. The terms of the Preferred Securities provide that each
holder of Preferred Securities issued by a TRV Trust by acceptance thereof
agrees to the subordination provisions and other terms of the applicable
Guarantee.
Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
the guarantor to enforce its rights under a Guarantee without instituting a
legal proceeding against any other person or entity).
GOVERNING LAW
The Guarantees will be governed by, and construed in accordance with, the
internal laws of the State of New York.
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of the date of this Prospectus, the Company's authorized capital stock
consists of 1,500,000,000 shares of Common Stock and 30,000,000 shares of
Preferred Stock. The descriptions below of certain provisions of the Company's
Common Stock and Preferred Stock do not purport to be complete and are subject
to and qualified in their entirety by reference to the Certificate of
Incorporation (as defined below) which is incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus forms a part.
COMMON STOCK
As of November 30, 1997, the Company had outstanding approximately 1.15
billion shares of its Common Stock. Each holder of Common Stock is entitled to
one vote per share for the election of directors and for all other matters to be
voted on by the Company's stockholders. Except as otherwise provided by law, the
holders of shares of Common Stock vote as one class together with the shares of
Series C Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and
Series K Preferred Stock (as defined below). Holders of Common Stock may not
cumulate their votes in the election of directors, and are entitled to share
equally in such dividends as may be declared by the Board of Directors out of
funds legally available therefor, but only after payment of dividends required
to be paid on outstanding shares of Preferred Stock.
Upon voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of the Common Stock share PRO RATA in the assets remaining
after payments to creditors and provision for the preference of any Preferred
Stock. There are no preemptive or other subscription rights, conversion rights
or redemption or sinking fund provisions with respect to shares of Common Stock.
All of the outstanding shares of Common Stock are fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is The Bank of New York.
The Common Stock is listed on the NYSE and the PCX.
PREFERRED STOCK
Under the Company's Restated Certificate of Incorporation (as amended, the
"Certificate of Incorporation"), the Board of Directors of the Company is
authorized to issue shares of the Preferred Stock in one or more series, and to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors of the Company and as are
not stated and expressed in the Certificate of Incorporation. Prior to the
issuance of each series of Preferred Stock, the Board of Directors of the
Company will adopt resolutions creating and designating such series as a series
of Preferred Stock and such resolutions will be filed in a Certificate of
Designation (a "Certificate of Designation") as an amendment to the Certificate
of Incorporation. As used herein the term "Board of Directors of the Company"
means the Board of Directors of the Company and includes any duly authorized
committee thereof.
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The rights of holders of the Preferred Stock offered hereby will be subject
to, and may be adversely affected by, the rights of holders of any shares of
Preferred Stock that may be issued in the future. The Board of Directors may
cause shares of Preferred Stock to be issued in public or private transactions
for any proper corporate purpose, which may include issuance to obtain
additional financing in connection with acquisitions or otherwise, and issuance
to officers, directors and employees of the Company and its subsidiaries
pursuant to benefit plans or otherwise. Shares of Preferred Stock issued by the
Company may have the effect, under certain circumstances, alone or in
combination with certain other provisions of the Certificate of Incorporation
described below, of rendering more difficult or discouraging an acquisition of
the Company deemed undesirable by the Board of Directors of the Company.
As of the date of this Prospectus, the Company had outstanding 2,883,711
shares of its $4.53 ESOP Convertible Preferred Stock, Series C (the "Series C
Preferred Stock"), 1,600,000 shares (evidenced by 8,000,000 depositary shares,
each of which represents a one-fifth interest in a share of such stock) of its
6.365% Cumulative Preferred Stock, Series F ("Series F Preferred Stock"),
800,000 shares (evidenced by 4,000,000 depositary shares, each of which
represents a one-fifth interest in a share of such stock) of its 6.213%
Cumulative Preferred Stock, Series G ("Series G Preferred Stock"), 800,000
shares (evidenced by 4,000,000 depositary shares, each of which represents a
one-fifth interest in a share of such stock) of its 6.231% Cumulative Preferred
Stock, Series H ("Series H Preferred Stock"), 280,000 shares of its Series I
Cumulative Convertible Preferred Stock ("Series I Preferred Stock"), 400,000
shares (evidenced by 8,000,000 depositary shares, each of which represents a
one-twentieth interest in a share of such stock) of its 8.08% Cumulative
Preferred Stock, Series J ("Series J Preferred Stock"), 500,000 shares
(evidenced by 10,000,000 depositary shares, each of which represents a
one-twentieth interest in a share of such stock) of its 8.40% Cumulative
Preferred Stock, Series K ("Series K Preferred Stock"), 800,000 shares
(evidenced by 4,000,000 depositary shares, each of which represents a one-fifth
interest in a share of such stock) of its 5.864% Cumulative Preferred Stock,
Series M ("Series M Preferred Stock") and 2,262 shares of its Cumulative
Adjustable Rate Preferred Stock, Series Y (the "Series Y Preferred Stock"), all
of which shares are fully paid and nonassessable. No shares of the Company's
9.50% Cumulative Preferred Stock, Series L ("Series L Preferred Stock") are
outstanding as of the date hereof.
SERIES C PREFERRED STOCK. Shares of Series C Preferred Stock have a stated
value of $53.25 per share (the "Stated Value"). The Series C Preferred Stock
ranks on a parity as to dividends and upon liquidation with the currently
outstanding series of Preferred Stock. There are no preemptive or other
subscription rights with respect to the Series C Preferred Stock. Shares of
Series C Preferred Stock are entitled to vote for the election of directors and
on all other matters submitted to a vote of stockholders of the Company. Each
share of Series C Preferred Stock is entitled to 3.91 votes per share, subject
to adjustment as the conversion price is adjusted, and vote jointly as a single
class with shares of Common Stock and not as a separate class except as
otherwise expressly provided for in the Delaware General Corporation Law, as
amended (the "DGCL"). However, whether or not the DGCL so provides, the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series C Preferred Stock and all other series of Preferred Stock ranking on a
parity with the Series C Preferred Stock as to dividends and upon liquidation,
voting together as a class, is required for the Company to create a new class or
increase an existing class of stock having rights in respect of the payment of
dividends or in liquidation prior to the Series C Preferred Stock or any other
series of Preferred Stock ranking on a parity with the Series C Preferred Stock
as to dividends and upon liquidation, to issue any Preferred Stock of the
Company ranking prior to the Series C Preferred Stock either as to dividends or
upon liquidation, or to change the terms, limitations or relative rights or
preferences of the Series C Preferred Stock or any other series of Preferred
Stock ranking on a parity with the Series C Preferred Stock as to dividends and
upon liquidation, either directly or by increasing the relative rights of the
shares of another class. If the Series C Preferred Stock is entitled to vote
together with any other series of Preferred Stock, it will be entitled to one
vote per share. The holder of shares of Series C Preferred Stock is entitled to
receive dividends in the amount of $4.53 per annum per share. Generally, the
shares of Series C Preferred Stock will be redeemable, in whole or in part at
the option of the Company, on or after January 1, 1998, at a redemption price
(payable in cash or shares of Common Stock) of $53.25 per share plus accrued and
unpaid dividends thereon to the date fixed for redemption. On December 10, 1997,
the Company delivered to the holder of the Series C Preferred Stock an
irrevocable notice of redemption of all of the outstanding shares of the Series
C Preferred Stock on January 1, 1998. The Series C Preferred Stock is
convertible at the option of the holder into that number of shares of Common
Stock determined by dividing the Stated Value by the conversion price as
adjusted pursuant to the provisions of the Certificate of Incorporation. The
conversion price as of the date of this Prospectus is $21.99 per share of Series
C Preferred Stock.
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SERIES F PREFERRED STOCK. The Series F Preferred Stock is redeemable, in
whole or in part, at the Company's option at any time on or after June 16, 2007
at a redemption price equal to $250 per share (the liquidation preference), plus
accrued and unpaid dividends. The Series F Preferred Stock ranks on a parity as
to dividends and upon liquidation with the currently outstanding series of
Preferred Stock. There are no preemptive or other subscription rights with
respect to the Series F Preferred Stock. The Series F Preferred Stock provides
for cumulative quarterly dividends at the rate of 6.365% per annum, calculated
as a percentage of the $250 per share liquidation value. The holders of the
Series F Preferred Stock do not have voting rights except as provided by law or
if six quarterly dividends are in arrears and except that a two-thirds vote of
all shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distributions
of assets over the Series F Preferred Stock. Depositary shares, each
representing one-fifth of a share of Series F Preferred Stock, are traded on the
NYSE.
SERIES G PREFERRED STOCK. The Series G Preferred Stock is redeemable, in
whole or in part, at the Company's option at any time on or after July 11, 2007
at a redemption price equal to $250 per share (the liquidation preference), plus
accrued and unpaid dividends. The Series G Preferred Stock ranks on a parity as
to dividends and upon liquidation with the currently outstanding series of
Preferred Stock. There are no preemptive or other subscription rights with
respect to the Series G Preferred Stock. The Series G Preferred Stock provides
for cumulative quarterly dividends at the rate of 6.213% per annum, calculated
as a percentage of the $250 per share liquidation preference. The holders of the
Series G Preferred Stock do not have voting rights except as provided by law or
if six quarterly dividends are in arrears and except that a two-thirds vote of
all shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distributions
of assets over the Series G Preferred Stock. Depositary shares, each
representing one-fifth of a share of Series G Preferred Stock, are traded on the
NYSE.
SERIES H PREFERRED STOCK. The Series H Preferred Stock is redeemable, in
whole or in part, at the Company's option at any time on or after September 8,
2007 at a redemption price equal to $250 per share (the liquidation preference),
plus accrued and unpaid dividends. The Series H Preferred Stock ranks on a
parity as to dividends and upon liquidation with the currently outstanding
series of Preferred Stock. There are no preemptive or other subscription rights
with respect to the Series H Preferred Stock. The Series H Preferred Stock
provides for cumulative quarterly dividends at the rate of 6.231% per annum,
calculated as a percentage of the $250 per share liquidation preference. The
holders of the Series H Preferred Stock do not have voting rights except as
provided by law or if six quarterly dividends are in arrears and except that a
two-thirds vote of all shares of Preferred Stock voting as a class is required
for the Company to create any class of stock having a preference as to dividends
or distributions of assets over the Series H Preferred Stock. Depositary shares,
each representing one-fifth of a share of Series H Preferred Stock are traded on
the NYSE.
SERIES I PREFERRED STOCK. On each October 31, 140,000 shares of the Series
I Preferred Stock are to be redeemed (so long as any shares of the Series I
Preferred Stock remain outstanding), by a cash payment of $1,000 per share (the
liquidation preference) plus accrued and unpaid dividends. The Series I
Preferred Stock provides for dividends in the amount of $90 per share, in equal
quarterly payments. The Series I Preferred Stock ranks on a parity as to
dividends and upon liquidation with the currently outstanding series of
Preferred Stock. Each share of Series I Preferred Stock is convertible, at the
option of the holder thereof, into 44.60526 shares of Common Stock, subject to
adjustment. Holders of shares of Series I Preferred Stock shall be entitled to
vote on an as-converted basis, on all matters submitted to a vote of the
Company's stockholders. In addition, if six quarterly dividends are in arrears,
the holders of the Series I Preferred Stock are entitled to certain additional
voting rights. The vote of two-thirds of all shares of Preferred Stock voting as
a class is required for the Company to create any class of stock having a
preference as to dividends or distribution of assets over the Series I Preferred
Stock.
SERIES J PREFERRED STOCK. The Series J Preferred Stock may not be redeemed
prior to March 31, 1998, and is redeemable on such date and thereafter at the
Company's option at a redemption price equal to $500 per share (the liquidation
preference), plus accrued and unpaid dividends. The Series J Preferred Stock
ranks on a parity as to dividends and upon liquidation with the currently
outstanding series of Preferred Stock. The Series J Preferred Stock provides for
cumulative quarterly dividends at the rate of 8.08% per annum, calculated as a
percentage of the $500 per share liquidation preference. Holders of Series J
Preferred Stock are entitled to three votes per share when voting together as a
class on all matters with the holders of the Common Stock, the Series C
Preferred Stock, the Series I Preferred Stock, the Series K Preferred Stock and
the Series L Preferred Stock (when issued). In addition, if six
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quarterly dividends are in arrears, the holders of the Series J Preferred Stock
are entitled to certain additional voting rights. The vote of two-thirds of all
shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distribution of
assets over the Series J Preferred Stock. Depositary shares, each representing
one-twentieth of a share of Series J Preferred Stock, are traded on the NYSE.
SERIES K PREFERRED STOCK. The Series K Preferred Stock may not be redeemed
prior to March 31, 2001, and is redeemable on such date and thereafter at the
Company's option at a redemption price equal to $500 per share (the liquidation
preference), plus accrued and unpaid dividends. The Series K Preferred Stock
ranks on a parity as to dividends and upon liquidation with the currently
outstanding series of Preferred Stock. The Series K Preferred Stock provides for
cumulative quarterly dividends at the rate of 8.40% per annum, calculated as a
percentage of the $500 per share liquidation preference. Holders of Series K
Preferred Stock are entitled to three votes per share when voting together as a
class on all matters with the holders of the Common Stock, the Series C
Preferred Stock, the Series I Preferred Stock, the Series J Preferred Stock and
the Series L Preferred Stock (when issued). In addition, if six quarterly
dividends are in arrears, the holders of the Series K Preferred Stock are
entitled to certain additional voting rights. The vote of two-thirds of all
shares of Preferred Stock voting as a class is required for the Company to
create any class of stock having a preference as to dividends or distribution of
assets over the Series K Preferred Stock. Depositary shares, each representing
one-twentieth of a share of Series K Preferred Stock, are traded on the NYSE.
SERIES L PREFERRED STOCK. The Series L Preferred Stock will be issuable
upon the settlement of certain purchase contracts issued as a component of the
9 1/2% Trust Preferred Stock Units of SI Financing Trust I, a subsidiary of
SSBH. Holders must settle the purchase contracts on June 30, 2021; provided,
however, that SSBH may accelerate settlement of the purchase contracts to June
30, 2001. The Series L Preferred Stock may not be redeemed prior to the later of
June 30, 2001 and the date of issuance of the Series L Preferred Stock, and will
be redeemable on such date and thereafter at SSBH's option at a redemption price
equal to $500 per share (the liquidation preference), plus accrued and unpaid
dividends. The Series L Preferred Stock will rank on a parity as to dividends
and upon liquidation with the outstanding series of Preferred Stock at the time
of issuance. The Series L Preferred Stock provides for cumulative quarterly
dividends at the rate of 9.50% per annum, calculated as a percentage of the $500
per share liquidation preference. Holders of Series L Preferred Stock are
entitled to three votes per share when voting together as a class on all matters
with the holders of the Common Stock, the Series C Preferred Stock, the Series I
Preferred Stock, the Series J Preferred Stock and the Series K Preferred Stock.
In addition, if six quarterly dividends are in arrears the holders of the Series
L Preferred Stock will be entitled to certain additional voting rights. The vote
of two-thirds of all shares of Preferred Stock voting as a class will be
required for the Company to create any class of stock having a preference as to
dividends or distribution of assets over the Series L Preferred Stock.
SERIES M PREFERRED STOCK. The Series M Preferred Stock is redeemable, in
whole or in part, at the Company's option at any time on or after October 8,
2007 at a redemption price equal to $250 per share (the liquidation preference),
plus accrued and unpaid dividends. The Series M Preferred Stock ranks on a
parity as to dividends and upon liquidation with the currently outstanding
series of Preferred Stock. There are no preemptive or other subscription rights
with respect to the Series M Preferred Stock. The Series M Preferred Stock
provides for cumulative quarterly dividends at the rate of 5.864% per annum,
calculated as a percentage of the $250 per share liquidation preference. The
holders of the Series M Preferred Stock do not have voting rights except as
provided by law or if six quarterly dividends are in arrears and except that a
two-thirds vote of all shares of Preferred Stock voting as a class is required
for the Company to create any class of stock having a preference as to dividends
or distributions of assets over the Series M Preferred Stock.
SERIES Y PREFERRED STOCK. The Series Y Preferred Stock ranks on a parity as
to dividends, other distributions and upon liquidation with all of the currently
outstanding series of Preferred Stock. The holder of the Series Y Preferred
Stock is entitled to a cumulative quarterly dividend at an annual rate equal to
the greater of (i) the Short Term Rate and (ii) 4.85%. The "Short Term Rate"
generally will be equal to either 85% or 78% of the Money Market Yield (as
defined in the Certificate of Incorporation) of the 90-day rate for commercial
paper multiplied by the stock's $100,000 per share liquidation value. The Series
Y Preferred Stock is owned by a subsidiary of the Company, is redeemable without
premium at the Company's option at any time at a redemption price of $100,000
per share, plus accrued and unpaid dividends thereon to the date fixed for
redemption, and is subject to repurchase at the holder's request at its
liquidation value of $100,000 per share, plus accrued and unpaid dividends, if
not redeemed on or prior to March 31, 1999. The holder of the Series Y Preferred
Stock does not have voting rights except as required by law or if six quarterly
dividends are in arrears and except that a two-thirds vote of all shares of
Preferred Stock voting as a class is
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required for the Company to create any class of stock having a preference as to
dividends or distribution of assets over the Series Y Preferred Stock.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
BUSINESS COMBINATIONS. The Certificate of Incorporation requires the
affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of the then outstanding shares of Voting Stock (as defined therein),
voting together as a single class, excluding from such number of outstanding
shares and from such required vote Voting Stock beneficially owned by any
Interested Stockholder (defined therein, generally, as a 25% stockholder), to
approve any merger or other Business Combination (as defined therein, which term
includes a merger, sale of $25,000,000 of assets, and similar extraordinary
corporate transactions) between, or otherwise involving, the Company and any
Interested Stockholder, unless the transaction has been approved by a majority
of the Continuing Directors (as defined therein) in the manner described
therein, or under some circumstances, unless certain minimum price, form of
consideration and procedural requirements are satisfied.
AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BY-LAWS. Under the
Certificate of Incorporation, the alteration, amendment or repeal of, or
adoption of any provision inconsistent with the provisions of the Certificate of
Incorporation relating to the issuance of Preferred Stock or Common Stock and
amendments to the By-Laws will require the affirmative vote of the holders of at
least 75% of the voting power of the shares entitled to vote for the election of
directors. Amendments of provisions of the Certificate of Incorporation relating
to Business Combinations require a vote of the holders of 66 2/3% of the then
outstanding shares of Voting Stock, excluding Voting Stock held by Interested
Stockholders, unless 75% of the Board of Directors recommend such amendment and
the directors comprising such 75% would qualify as Continuing Directors.
VACANCIES. Vacancies on the Board of Directors resulting from an increase
in the number of directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any additional director
elected to fill such a vacancy shall hold office for a term coinciding with the
remaining term of the class to which he was elected. Any other vacancies on the
Board of Directors may be filled by a majority of the directors then in office,
even if less than a quorum, and the director so elected shall have the same
remaining term as that of his predecessor.
DESCRIPTION OF PREFERRED STOCK OFFERED HEREBY
The following summary contains a description of certain general terms of the
Company's Preferred Stock to which any Prospectus Supplement may relate. Certain
terms of any series of Preferred Stock offered by any Prospectus Supplement will
be described in the Prospectus Supplement relating thereto. If so indicated in
the Prospectus Supplement, the terms of any series may differ from the terms set
forth below. The description of certain provisions of the Company's Preferred
Stock does not purport to be complete and is subject to and qualified in its
entirety by reference to the provisions of the Company's Certificate of
Incorporation and the Certificate of Designation relating to each particular
series of Preferred Stock which will be filed or incorporated by reference, as
the case may be, as an exhibit to the Registration Statement of which this
Prospectus forms a part at or prior to the time of the issuance of such
Preferred Stock.
GENERAL
The Preferred Stock may be issued in one or more series, with such
designations of titles; dividend rates; any redemption provisions; special or
relative rights in the event of liquidation, dissolution, distribution or
winding up of the Company; any sinking fund provisions; any conversion or
exchange provisions; any voting rights thereof; and any other preferences,
privileges, powers, rights, qualifications, limitations and restrictions, as
shall be set forth as and when established by the Board of Directors of the
Company. The shares of any series of Preferred Stock will be, when issued, fully
paid and non-assessable and holders thereof will have no preemptive rights in
connection therewith.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of Preferred Stock will be specified in the
Prospectus Supplement relating thereto.
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RANK
Unless otherwise specified in the Prospectus Supplement relating to the
shares of any series of Preferred Stock, such shares will rank on a parity with
each other series of Preferred Stock and prior to the Common Stock as to
dividends and distributions of assets.
DIVIDENDS
Holders of each series of Preferred Stock will be entitled to receive, when,
as and if declared by the Board of Directors of the Company out of funds legally
available therefor, cash dividends at such rates and on such dates as are set
forth in the Prospectus Supplement relating to such series of Preferred Stock.
Such rates may be fixed or variable or both. Dividends will be payable to
holders of record of Preferred Stock as they appear on the books of the Company
(or, if applicable, the records of the Depositary referred to below under
"Description of Depositary Shares") on such record dates as shall be fixed by
the Board of Directors. Dividends on any series of Preferred Stock may be
cumulative or noncumulative.
No full dividends may be declared or paid on funds set apart for the payment
of dividends on any series of Preferred Stock unless dividends shall have been
paid or set apart for such payment on equity securities ranking on a parity with
respect to dividends with such series of Preferred Stock. If full dividends are
not so paid, such series of Preferred Stock shall share dividends PRO RATA with
such other equity securities.
CONVERSION AND EXCHANGE
The Prospectus Supplement for any series of Preferred Stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of Common Stock.
REDEMPTION
A series of Preferred Stock may be redeemable at any time, in whole or in
part, at the option of the Company or the holder thereof and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise upon terms and at
the redemption prices set forth in the Prospectus Supplement relating to such
series.
In the event of partial redemptions of Preferred Stock, whether by mandatory
or optional redemption, the shares to be redeemed will be determined by lot or
PRO RATA, as may be determined by the Board of Directors of the Company, or by
any other method determined to be equitable by the Board of Directors.
On and after a redemption date, unless the Company defaults in the payment
of the redemption price, dividends will cease to accrue on shares of Preferred
Stock called for redemption and all rights of holders of such shares will
terminate except for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, holders of each series of Preferred Stock will be entitled to
receive out of assets of the Company available for distribution to shareholders,
before any distribution is made on any securities ranking junior with respect to
liquidation, including Common Stock, distributions upon liquidation in the
amount set forth in the Prospectus Supplement relating to such series of
Preferred Stock, plus an amount equal to any accrued and unpaid dividends. If,
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Company, the amounts payable with respect to the Preferred Stock of any series
and any other securities ranking on a parity with respect to liquidation rights
are not paid in full, the holders of the Preferred Stock of such series and such
other securities will share ratably in any such distribution of assets of the
Company in proportion to the full liquidation preferences to which each is
entitled. After payment of the full amount of the liquidation preference to
which they are entitled, the holders of such series of Preferred Stock will not
be entitled to any further participation in any distribution of assets of the
Company.
VOTING RIGHTS
Except as indicated in the Prospectus Supplement relating to a particular
series of Preferred Stock or except as expressly required by applicable law, the
holders of shares of Preferred Stock will have no voting rights.
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DESCRIPTION OF DEPOSITARY SHARES
The description set forth below of certain material provisions of the
Deposit Agreement (as defined below) and of the Depositary Shares and Depositary
Receipts (as defined below) is subject to and qualified in its entirety by
reference to the forms of Deposit Agreement and Depositary Receipt relating to
the Preferred Stock, which will be filed or incorporated by reference, as the
case may be, as exhibits to the Registration Statement of which this Prospectus
forms a part at or prior to the issuance of Depositary Shares. The particular
terms of any Depositary Shares, any Depositary Receipts and any Deposit
Agreement relating to a particular series of Preferred Stock which vary from the
terms set forth below will be set forth in the applicable Prospectus Supplement.
GENERAL
The Company may, at its option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. In such event, the
Company will issue receipts for Depositary Shares, each of which will represent
a fraction (to be set forth in the Prospectus Supplement relating to a
particular series of Preferred Stock) of a share of a particular series of
Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") between
the Company and a bank or trust company selected by the Company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000 (the "Preferred Stock Depositary"). Subject to the terms
of the Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividend, voting, redemption, conversion
and liquidation rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement (the "Depositary Receipts"). Depositary
Receipts will be distributed to those persons purchasing the fractional shares
of Preferred Stock in accordance with the terms of the applicable Prospectus
Supplement.
Pending the preparation of definitive Depositary Receipts, the Preferred
Stock Depositary may, upon the written order of the Company or any holder of
deposited Preferred Stock, execute and deliver temporary Depositary Receipts
which are substantially identical to, and entitle the holders thereof to all the
rights pertaining to, the definitive Depositary Receipts. Depositary Receipts
will be prepared thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of the deposited Preferred Stock to the
record holders of Depositary Shares relating to such Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares entitled thereto. If the Preferred Stock Depositary determines
that it is not feasible to make such distribution, it may, with the approval of
the Company, sell such property and distribute the net proceeds from such sale
to such holders.
REDEMPTION OF PREFERRED STOCK
If a series of Preferred Stock represented by Depositary Shares is to be
redeemed, the Depositary Shares will be redeemed from the proceeds received by
the Preferred Stock Depositary resulting from the redemption, in whole or in
part, of such series of Preferred Stock held by the Preferred Stock Depositary.
The Depositary Shares will be redeemed by the Preferred Stock Depositary at a
price per Depositary Share equal to the applicable fraction of the redemption
price per share payable in respect of the shares of Preferred Stock so redeemed.
Whenever the Company redeems shares of Preferred Stock held by the Preferred
Stock Depositary, the Preferred Stock Depositary will redeem as of the same date
the number of Depositary Shares representing shares of Preferred Stock so
redeemed. If fewer than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by the Preferred Stock
Depositary by lot or PRO RATA or by any other equitable method as may be
determined by the Preferred Stock Depositary.
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WITHDRAWAL OF PREFERRED STOCK
Any holder of Depositary Shares may, upon surrender of the Depositary
Receipts at the corporate trust office of the Preferred Stock Depositary (unless
the related Depositary Shares have previously been called for redemption),
receive the number of whole shares of the related series of Preferred Stock and
any money or other property represented by such Depositary Receipts. Holders of
Depositary Shares making such withdrawals will be entitled to receive whole
shares of Preferred Stock on the basis set forth in the related Prospectus
Supplement for such series of Preferred Stock, but holders of such whole shares
of Preferred Stock will not thereafter be entitled to deposit such Preferred
Stock under the Deposit Agreement or to receive Depositary Receipts therefor. If
the Depositary Shares surrendered by the holder in connection with such
withdrawal exceed the number of Depositary Shares that represent the number of
whole shares of Preferred Stock to be withdrawn, the Preferred Stock Depositary
will deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.
VOTING DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any series of
deposited Preferred Stock are entitled to vote, the Preferred Stock Depositary
will mail the information contained in such notice of meeting to the record
holders of the Depositary Shares relating to such series of Preferred Stock.
Each record holder of such Depositary Shares on the record date (which will be
the same date as the record date for the relevant series of Preferred Stock)
will be entitled to instruct the Preferred Stock Depositary as to the exercise
of the voting rights pertaining to the amount of the Preferred Stock represented
by such holder's Depositary Shares. The Preferred Stock Depositary will
endeavor, insofar as practicable, to vote the amount of such series of Preferred
Stock represented by such Depositary Shares in accordance with such
instructions, and the Company will agree to take all reasonable actions that may
be deemed necessary by the Preferred Stock Depositary in order to enable the
Preferred Stock Depositary to do so. The Preferred Stock Depositary will vote
all shares of any series of Preferred Stock held by it proportionately with
instructions received, to the extent it does not receive specific instructions
from the holders of Depositary Shares representing such series of Preferred
Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Preferred Stock Depositary. However, any amendment
that imposes additional charges or materially and adversely alters any
substantial existing right of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the affected Depositary Shares then outstanding. Every holder of an
outstanding Depositary Receipt at the time any such amendment becomes effective,
or any transferee of such holder, shall be deemed, by continuing to hold such
Depositary Receipt, or by reason of the acquisition thereof, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. The Deposit Agreement automatically terminates if (i) all outstanding
Depositary Shares have been redeemed; or (ii) each share of Preferred Stock has
been converted into or exchanged for Common Stock; or (iii) there has been a
final distribution in respect of the Preferred Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution has
been distributed to the holders of Depositary Shares. The Deposit Agreement may
be terminated by the Company at any time and the Preferred Stock Depositary will
provide notice of such termination to the record holders of all outstanding
Depositary Receipts not less than 30 days prior to the termination date, in
which event the Preferred Stock Depositary will deliver or make available for
delivery to holders of Depositary Shares, upon surrender of such Depositary
Shares, the number of whole or fractional shares of the related series of
Preferred Stock as are represented by such Depositary Shares.
CHARGES OF DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay all charges of the Preferred Stock Depositary in connection with the
initial deposit of the relevant series of Preferred Stock and any redemption of
such Preferred Stock. Holders of Depositary Receipts will pay other transfer and
other taxes and governmental charges and such other charges or expenses as are
expressly provided in the Deposit Agreement to be for their accounts.
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RESIGNATION AND REMOVAL OF DEPOSITARY
The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its intent to do so, and the Company may at any time remove
the Preferred Stock Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositary and its
acceptance of such appointment. Such successor Preferred Stock Depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The Preferred Stock Depositary will forward all reports and communications
from the Company which are delivered to the Preferred Stock Depositary and which
the Company is required to furnish to the holders of the deposited Preferred
Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Preferred Stock Depositary under the Deposit Agreement will be
limited to performance in good faith of their duties thereunder and they will
not be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares, Depositary Receipts or shares of Preferred Stock unless
satisfactory indemnity is furnished. The Company and the Preferred Stock
Depositary may rely upon written advice of counsel or accountants, or upon
information provided by holders of Depositary Receipts or other persons believed
to be competent and on documents believed to be genuine.
PLAN OF DISTRIBUTION
The Company may sell any series of Preferred Stock or Depositary Shares and
any TRV Trust may sell Preferred Securities in one or more of the following ways
from time to time: (i) to or through underwriters or dealers, (ii) directly to
purchasers, or (iii) through agents. Any such underwriters, dealers or agents
may include any Salomon Smith Barney Subsidiary. The Prospectus Supplement with
respect to any Offered Securities will set forth (i) the terms of the offering
of the Offered Securities, including the name or names of any underwriters,
dealers or agents, (ii) the purchase price of the Offered Securities and the
proceeds to the Company or a TRV Trust, as the case may be, from such sale,
(iii) any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation, (iv) any initial public
offering prices, (v) any discounts or concessions allowed or reallowed or paid
to dealers and (vi) any securities exchange on which such Offered Securities may
be listed. Any initial public offering price, discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover of such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement relating thereto, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased.
In connection with underwritten offerings of the Offered Securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise affect
the market price of the Offered Securities at levels above those which might
otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids. A
stabilizing bid means the placing of any bid, or the effecting of any purchase,
for the purpose of pegging, fixing or maintaining the price of a security. A
syndicate covering transaction means the placing of any bid on behalf of the
underwriting syndicate or the effecting of any purchase to reduce a short
position created in connection with the offering. A penalty bid means an
arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when Offered
Securities originally sold by the syndicate member are purchased in syndicate
covering transactions. Such transactions may be effected on the NYSE, in the
over-the-counter
24
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market, or otherwise. Underwriters are not required to engage in any of these
activities. Any such activities, if commenced, may be discontinued at any time.
If dealers are utilized in the sale of Offered Securities, the Company or
the applicable TRV Trust will sell such Offered Securities to the dealers as
principals. The dealers may then resell such Offered Securities to the public at
varying prices to be determined by such dealers at the time of resale. The names
of the dealers and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Offered Securities may be sold directly by the Company and/or, if
applicable, any TRV Trust to one or more institutional purchasers, or through
agents designated by the Company and/or, if applicable, any TRV Trust from time
to time, at a fixed price, or prices, which may be changed, or at varying prices
determined at time of sale. Any agent involved in the offer or sale of the
Offered Securities in respect to which this Prospectus is delivered will be
named, and any commissions payable by the Company or the applicable TRV Trust to
such agent will be set forth in the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company or the applicable
TRV Trust will authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase Offered Securities from the Company or
such TRV Trust at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts (the "Contracts") providing
for payment and delivery on a specified date or dates in the future. Such
Contracts will not be subject to any conditions except (a) the purchase by an
institution of the Offered Securities covered by its Contracts shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject and (b) if the Offered Securities
are being sold to underwriters, the Company shall have sold to such underwriters
the total principal amount of the Offered Securities less the principal amount
thereof covered by the Contracts. The Prospectus Supplement will set forth the
commission payable for solicitation of such Contracts.
Each of the Salomon Smith Barney Subsidiaries are members of the National
Association of Securities Dealers, Inc. (the "NASD"), subsidiaries of the
Company and affiliates of the TRV Trusts, and may participate in distributions
of the Offered Securities. Accordingly, the offerings of Offered Securities will
conform with the requirements set forth in Rule 2720 of the Conduct Rules of the
NASD.
This Prospectus together with an applicable Prospectus Supplement may also
be used by any Salomon Smith Barney Subsidiary in connection with offers and
sales of the Offered Securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Any Salomon
Smith Barney Subsidiary may act as principal or agent in such transactions. No
Salomon Smith Barney Subsidiary has any obligation to make a market in any of
the Offered Securities and may discontinue any market-making activities at any
time without notice, at its sole discretion.
Agents, dealers and underwriters may be entitled, under agreements with the
Company or a TRV Trust, to indemnification by the Company or the applicable TRV
Trust against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments that such agents,
dealers or underwriters may be required to make in respect thereof. Agents,
dealers and underwriters may be customers of, engage in transactions with, or
perform services for the Company or a TRV Trust in the ordinary course of
business.
Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered Securities
are sold for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The Offered Securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the Offered Securities.
LEGAL MATTERS
The validity of the Preferred Securities, the Junior Subordinated Debt
Securities, the Guarantees, the Preferred Stock and the Depositary Shares and
certain matters relating thereto and certain United States federal income tax
matters will be passed upon for the Company and the TRV Trusts by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York. Certain legal matters will be
passed upon for the Underwriters by Dewey Ballantine LLP, New York, New York.
Kenneth J. Bialkin, a partner of Skadden, Arps, Slate, Meagher & Flom LLP, is a
director of the
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Company and he and other attorneys in such firm beneficially own an aggregate of
less than one percent of the Common Stock of the Company.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, incorporated by reference or included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, 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 supplemental consolidated financial statements and schedule of the
Company as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996, included in the Company's Current
Report on Form 8-K dated November 28, 1997, have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, as set forth in their
report thereon, included therein and incorporated herein by reference, which
report states that KPMG Peat Marwick LLP did not audit the Salomon Financials
(as defined below) and that their opinion with respect to any amounts derived
from the Salomon Financials is based on the report of Arthur Andersen LLP. Such
financial statements referred to above are incorporated by reference herein in
reliance upon such reports given upon the authority of said firms 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.
The consolidated financial statements of Salomon and its subsidiaries
appearing in Salomon's Annual Report on Form 10-K for the fiscal years ended
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 (the "Salomon Financials"), incorporated by reference in a
Current Report on Form 8-K of the Company dated September 24, 1997, as amended,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included therein and
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the Company
in connection with the Securities being registered hereby. All of the fees set
forth below are estimates except for the SEC registration fee and the NASD fee.
<TABLE>
<CAPTION>
Securities and Exchange Commission Filing Fee............................. $ 295,000
<S> <C>
NASD Filing Fee........................................................... 30,500
Rating Agency Fees........................................................ 400,000
Blue Sky Fees and Expenses................................................ 5,000
Trustees' Fees and Expenses............................................... 5,000
Printing Fees and Expenses................................................ 250,000
Accounting Fees and Expenses.............................................. 75,000
Legal Fees and Expenses................................................... 100,000
Miscellaneous............................................................. 1,500
---------
Total............................................................... $1,162,000
---------
---------
</TABLE>
ITEM 15. 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 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 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 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
II-1
<PAGE>
against such liabilities under Section 145. Section Three 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 of omissions
not in good faith or which involve international 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 Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
The Declaration of each TRV Trust provides that no Institutional Trustee or
any of its affiliates, Delaware Trustee or any of its affiliates, or officer,
director, shareholder, member, partner, employee, representative custodian,
nominee or agent of the Institutional Trustee or the Delaware Trustee (each a
"Fiduciary Indemnified Person"), and no Regular Trustee, affiliate of any
Regular Trustee, or any officer, director, shareholder, member, partner,
employee, representative or agent of any Regular Trustee, or any employee or
agent of such TRV Trust or its affiliates (each a "Company Indemnified Person")
shall be liable, responsible or accountable in damages or otherwise to such TRV
Trust, any Affiliate of such TRV Trust or any holder of securities issued by
such TRV Trust, or to any officer, director, shareholder, partner, member,
representative, employee or agent of such TRV Trust or its Affiliates for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Fiduciary Indemnified Person or Company Indemnified Person in
good faith on behalf of such TRV Trust and in a manner such Fiduciary
Indemnified Person or Company Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Fiduciary Indemnified Person
or Company Indemnified Person by such Declaration or by law, except that a
Fiduciary Indemnified Person or a Company Indemnified Person shall be liable for
any loss, damage or claim incurred by reason of such Fiduciary Indemnified
Person's or Company Indemnified Person's gross negligence (or in the case of a
Fiduciary Indemnified Person, negligence) or willful misconduct with respect to
such acts or omissions. The Declaration of each TRV Trust also provides that, to
the full extent permitted by law, the Company shall indemnify any Company
Indemnified 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 such TRV Trust) by reason of the fact that he is or was a Company
Indemnified Person 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 TRV Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Declaration of each
TRV Trust also provides that to the full extent permitted by law, the Company
shall indemnify any Company Indemnified 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 such TRV Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person 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 TRV Trust and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such Company Indemnified
Person shall have been adjudged to be liable to the TRV Trust unless and only to
the extent that the Court of Chancery of Delaware 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
such Court of Chancery or such other court shall deem proper. The Declaration of
each TRV Trust further provides that expenses (including attorneys' fees)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in the
immediately preceding two sentences shall be paid by the Company in advance of
the final disposition of such action, suit or
II-2
<PAGE>
preceding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Company as authorized in the
Declaration. The directors and officers of the Company and the Regular Trustees
are covered by insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act, which might be
incurred by them in such capacities and against which they cannot be indemnified
by the Company or the TRV Trusts. Any agents, dealers or underwriters who
execute any of the agreements filed as Exhibit 1.1 to this Registration
Statement will agree to indemnify the Company's directors and their officers and
the TRV Trustees who signed the Registration Statement against certain
liabilities that may arise under the Securities Act with respect to information
furnished to the Company or any of the TRV Trusts by or on behalf of any such
indemnifying party.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits
<TABLE>
<CAPTION>
1.1 --Form of Underwriting Agreement for Trust Preferred Securities, incorporated by reference to
Exhibit 1.1 to the Company's Registration Statement on Form S-3 (No. 333-27155) (the "Second
Registration Statement")
<C> <S>
1.2 --Form of Underwriting Agreement for Preferred Stock, incorporated by reference to Exhibit 1.2
to the Second Registration Statement
4.1 --Certificate of Trust of Travelers Capital IV incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-3 (No. 333-12439) (the "First Registration
Statement")
4.2 --Certificate of Trust of Travelers Capital V incorporated by reference to Exhibit 4.5 to the
First Registration Statement
4.3 --Certificate of Trust of Travelers Capital VI, incorporated by reference to Exhibit 4.3 to the
Second Registration Statement
4.4 --Certificate of Trust of Travelers Capital VII, incorporated by reference to Exhibit 4.4 to
the Second Registration Statement
4.5 --Form of Amended and Restated Declaration of Trust for Travelers Capital IV incorporated by
reference to Exhibit 4.9 to the First Registration Statement
4.6 --Form of Amended and Restated Declaration of Trust for Travelers Capital V incorporated by
reference to Exhibit 4.10 to the First Registration Statement
4.7 --Form of Amended and Restated Declaration of Trust for Travelers Capital VI, incorporated by
reference to Exhibit 4.7 to the Second Registration Statement
4.8 --Form of Amended and Restated Declaration of Trust for Travelers Capital VII, incorporated by
reference to Exhibit 4.8 to the Second Registration Statement
4.9 --Form of Indenture between Travelers Group Inc. and The Chase Manhattan Bank, as Trustee,
incorporated by reference to Exhibit 4.11 to the First Registration Statement
4.10 --Form of Preferred Security (included in Exhibit 4.5)
4.11 --Form of Common Security (included in Exhibit 4.5)
4.12 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital IV
incorporated by reference to Exhibit 4.17 to the First Registration Statement
4.13 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital V
incorporated by reference to Exhibit 4.18 to the First Registration Statement
4.14 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital VI,
incorporated by reference to Exhibit 4.14 to the Second Registration Statement
4.15 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital VII,
incorporated by reference to Exhibit 4.15 to the Second Registration Statement
4.16 --Form of Junior Subordinated Debt Securities (included in Exhibit 4.9)
4.17 --Form of Certificate for Preferred Stock will be filed as an exhibit to a Current Report on
Form 8-K of the Company and incorporated herein by reference
4.18 --Form of Deposit Agreement, incorporated by reference to Exhibit 4.17 to the Second
Registration Statement
4.19 --Form of Depositary Receipt (included in Exhibit 4.18)
5.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
12.1 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of
Travelers Group Inc.
23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants
23.2 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants
23.3 --Consent of Arthur Andersen L.L.P., Independent Certified Public Accountants
23.4 --Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24.1 --Powers of Attorney of certain directors
25.1 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Indenture incorporated by reference to Exhibit 25.1 to
the First Registration Statement
25.2 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital IV
incorporated by reference to Exhibit 25.5 to the First Registration Statement
25.3 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital V incorporated
by reference to Exhibit 25.6 to the First Registration Statement
25.4 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital VI,
incorporated by reference to Exhibit 25.4 to the Second Registration Statement
25.5 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital VII,
incorporated by reference to Exhibit 25.5 to the Second Registration Statement
25.6 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital IV
incorporated by reference to Exhibit 25.10 to the First Registration Statement
25.7 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital V
incorporated by reference to Exhibit 25.11 to the First Registration Statement
25.8 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital VI,
incorporated by reference to Exhibit 25.8 to the Second Registration Statement
25.9 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital VII,
incorporated by reference to Exhibit 25.9 to the Second Registration Statement
</TABLE>
ITEM 17. UNDERTAKING.
The undersigned Registrants hereby undertake:
(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;
(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) that, 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 the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
II-4
<PAGE>
periodic reports filed by Travelers Group Inc. pursuant to Section 13 or
Section 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Travelers
Group Inc.'s Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
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 Registrants will, unless in the opinion of their 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 Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act each post-effective amendment that contains a form of prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Travelers Group
Inc. hereby certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 18th day of December, 1997.
TRAVELERS GROUP INC.
By /s/ JAMES DIMON
------------------------------------------
Name: James Dimon
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated on the 18th day of December, 1997.
SIGNATURE TITLE
- ------------------------------ --------------------------
Chairman of the Board and
/s/ SANFORD I. WEILL Chief Executive Officer
- ------------------------------ (Principal Executive
Sanford I. Weill Officer) and Director
Senior Vice President and
/s/ HEIDI G. MILLER Chief Financial Officer
- ------------------------------ (Principal Financial
Heidi G. Miller Officer)
Executive Vice President
/s/ IRWIN ETTINGER and Chief Accounting
- ------------------------------ Officer (Principal
Irwin Ettinger Accounting Officer)
- ------------------------------ Director
C. Michael Armstrong
- ------------------------------ Director
Judith Arron
- ------------------------------ Director
Kenneth J. Bialkin
*
- ------------------------------ Director
Edward H. Budd
*
- ------------------------------ Director
Joseph A. Califano, Jr.
*
- ------------------------------ Director
Douglas D. Danforth
/s/ JAMES DIMON
- ------------------------------ Director
James Dimon
- ------------------------------ Director
Leslie B. Disharoon
*
- ------------------------------ Director
Gerald R. Ford
II-6
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
*
- ------------------------------ Director
Thomas Jones
- ------------------------------ Director
Ann D. Jordan
*
- ------------------------------ Director
Robert I. Lipp
*
- ------------------------------ Director
Michael Masin
*
- ------------------------------ Director
Deryck C. Maughan
*
- ------------------------------ 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
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Travelers
Capital IV, Travelers Capital V, Travelers Capital VI and Travelers Capital VII
each hereby certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 18th day of December, 1997.
TRAVELERS CAPITAL IV
By: /s/ HEIDI G. MILLER
-----------------------------------
Heidi G. Miller, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------
Irwin Ettinger, as Trustee
TRAVELERS CAPITAL V
By: /s/ HEIDI G. MILLER
-----------------------------------
Heidi G. Miller, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------
Irwin Ettinger, as Trustee
TRAVELERS CAPITAL VI
By: /s/ HEIDI G. MILLER
-----------------------------------
Heidi G. Miller, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------
Irwin Ettinger, as Trustee
TRAVELERS CAPITAL VII
By: /s/ HEIDI G. MILLER
-----------------------------------
Heidi G. Miller, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------
Irwin Ettinger, as Trustee
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ------------------------------------------------------------------------------------------------------------------------- ---------
<C> <S> <C>
1.1 --Form of Underwriting Agreement for Trust Preferred Securities, incorporated by reference to Exhibit 1.1 to
the Company's Registration Statement on Form S-3 (No. 333-27155) (the "Second Registration Statement")
1.2 --Form of Underwriting Agreement for Preferred Stock, incorporated by reference to Exhibit 1.2 to the Second
Registration Statement
4.1 --Certificate of Trust of Travelers Capital IV incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-3 (No. 333-12439) (the "First Registration Statement")
4.2 --Certificate of Trust of Travelers Capital V incorporated by reference to Exhibit 4.5 to the First
Registration Statement
4.3 --Certificate of Trust of Travelers Capital VI, incorporated by reference to Exhibit 4.3 to the Second
Registration Statement
4.4 --Certificate of Trust of Travelers Capital VII, incorporated by reference to Exhibit 4.4 to the Second
Registration Statement
4.5 --Form of Amended and Restated Declaration of Trust for Travelers Capital IV incorporated by reference to
Exhibit 4.9 to the First Registration Statement
4.6 --Form of Amended and Restated Declaration of Trust for Travelers Capital V incorporated by reference to
Exhibit 4.10 to the First Registration Statement
4.7 --Form of Amended and Restated Declaration of Trust for Travelers Capital VI, incorporated by reference to
Exhibit 4.7 to the Second Registration Statement
4.8 --Form of Amended and Restated Declaration of Trust for Travelers Capital VII, incorporated by reference to
Exhibit 4.8 to the Second Registration Statement
4.9 --Form of Indenture between Travelers Group Inc. and The Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4.11 to the First Registration Statement
4.10 --Form of Preferred Security (included in Exhibit 4.5)
4.11 --Form of Common Security (included in Exhibit 4.5)
4.12 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital IV incorporated by reference
to Exhibit 4.17 to the First Registration Statement
4.13 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital V incorporated by reference
to Exhibit 4.18 to the First Registration Statement
4.14 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital VI, incorporated by
reference to Exhibit 4.14 to the Second Registration Statement
4.15 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital VII, incorporated by
reference to Exhibit 4.15 to the Second Registration Statement
4.16 --Form of Junior Subordinated Debt Securities (included in Exhibit 4.9)
4.17 --Form of Certificate for Preferred Stock will be filed as an exhibit to a Current Report on Form 8-K of the
Company and incorporated herein by reference
4.18 --Form of Deposit Agreement, incorporated by reference to Exhibit 4.17 to the Second Registration Statement
4.19 --Form of Depositary Receipt (included in Exhibit 4.18)
5.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
12.1 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of Travelers Group
Inc.
23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants
23.2 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants
23.3 --Consent of Arthur Andersen L.L.P., Independent Certified Public Accountants
23.4 --Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24.1 --Powers of Attorney of certain directors
25.1 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Indenture incorporated by reference to Exhibit 25.1 to the First Registration Statement
25.2 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Travelers Capital IV incorporated by reference to Exhibit 25.5 to
the First Registration Statement
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
25.3 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Travelers Capital V incorporated by reference to Exhibit 25.6 to
the First Registration Statement
25.4 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Travelers Capital VI, incorporated by reference to Exhibit 25.4 to
the Second Registration Statement
25.5 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Travelers Capital VII, incorporated by reference to Exhibit 25.5
to the Second Registration Statement
25.6 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital IV incorporated by reference to Exhibit 25.10 to the
First Registration Statement
25.7 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital V incorporated by reference to Exhibit 25.11 to the
First Registration Statement
25.8 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital VI, incorporated by reference to Exhibit 25.8 to the
Second Registration Statement
25.9 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital VII, incorporated by reference to Exhibit 25.9 to the
Second Registration Statement
</TABLE>
<PAGE>
Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
December 18, 1997
Travelers Group Inc.
388 Greenwich Street
New York, NY 10013
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
c/o Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Re: Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to (1) Travelers Capital IV,
Travelers Capital V, Travelers Capital VI and Travelers Capital VII (each, a
"Travelers Trust" and, together, the "Travelers Trusts"), each a statutory
business trust created under the laws of the State of Delaware, and (2)
Travelers Group Inc. (the "Company"), a corporation organized under the laws
of the State of Delaware, in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), to be
filed by the Company and the Travelers Trusts with the Securities and
Exchange Commission (the "Commission") on December 18, 1997 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the issuance and sale from time to
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 2
time pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Act, of the following securities with an aggregate public offering
price of up to $1,000,000,000: (i) preferred securities (the "Trust
Preferred Securities") of each of the Travelers Trusts, (ii) unsecured junior
subordinated debt securities (the "Junior Subordinated Debt Securities") of
the Company which are to be issued pursuant to an Indenture, dated as of
October 7, 1996 (the "Indenture"), between the Company and The Chase
Manhattan Bank, as debt trustee (the "Debt Trustee"), (iii) shares of
preferred stock, par value $1.00 per share (the "Preferred Stock"), of the
Company to be issued in one or more series, which may also be issued in the
form of depositary shares (the "Depositary Shares") evidenced by depositary
receipts (the "Receipts") pursuant to one or more deposit agreements (each, a
"Deposit Agreement") to be entered into between the Company and a depositary
to be named (the "Depositary") and (iv) shares of common stock, par value
$.01 per share, of the Company ("Common Stock") as may be issuable upon
conversion of some or all of the Preferred Stock (the "Offered Common
Stock"). The Trust Preferred Securities, the Junior Subordinated Debt
Securities, the Preferred Stock, the Depositary Shares and the Offered Common
Stock are collectively referred to herein as the "Offered Securities."
The Trust Preferred Securities of each Travelers Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of such
Travelers Trust (each, a "Declaration" and, collectively, the "Declarations"),
each such Declaration being among the Company, as sponsor and as the issuer of
the Junior Subordinated Debentures to be held by the Property Trustee (as
defined below) of such Travelers Trust, Chase Manhattan Bank Delaware, as
Delaware trustee (the "Delaware Trustee"), The Chase Manhattan Bank, as property
trustee (the "Property Trustee"), and Heidi G. Miller and Irwin R. Ettinger, as
regular trustees (together, the "Regular Trustees").
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 3
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the certificates of trust of Travelers Capital
IV and Travelers Capital V filed with the Secretary of State of the State of
Delaware on September 19, 1996 and the certificates of trust of Travelers
Capital VI and Travelers Capital VII filed with the Secretary of State of the
State of Delaware on May 14, 1997 (collectively, the "Certificates of
Trust"); (iii) the form of the Declaration of each of the Travelers Trusts
(including the form of the designations of the terms of the Trust Preferred
Securities of such Travelers Trust annexed thereto); (iv) the form of the
Trust Preferred Securities of each of the Travelers Trusts; (v) the form of
the preferred securities guarantee agreement (the "Preferred Securities
Guarantee"), to be entered into by the Company and The Chase Manhattan Bank,
as guarantee trustee (the "Preferred Securities Guarantee Trustee"); (vi) the
form of the Junior Subordinated Debt Securities; (vii) the form of the
Deposit Agreement; (viii) an executed copy of the Indenture; (ix) the
Restated Certificate of Incorporation of the Company, as amended to date (the
"Certificate of Incorporation"); (x) the By-Laws of the Company, as currently
in effect (the "By-Laws"); and (xi) a specimen certificate evidencing the
Common Stock. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 4
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed or to be executed by parties other than the Company and
the Travelers Trusts, we have assumed that such parties had or will have the
power, corporate, trust or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the
Declaration of each Travelers Trust, the Trust Preferred Securities of each
Travelers Trust, the Preferred Securities Guarantee and the Junior
Subordinated Debt Securities will be executed in substantially the form
reviewed by us and that the terms of the Offered Trust Preferred Securities
(defined below), the Offered Debt Securities (defined below), the Offered
Preferred Stock (defined below) and the Depositary Shares will have been
established so as not to violate any applicable law, the Certificate of
Incorporation or By-Laws of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company or the
Travelers Trusts and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company or any of the Travelers Trusts. We have also assumed that (i) the
stock certificates evidencing the Preferred Stock to be issued will be in a
form that complies with, and the terms of such Preferred Stock will be duly
established in accordance with, the Delaware General Corporation Law (the
"DGCL"), and (ii) the stock certificate evidencing any Offered Common Stock
issued will conform to the specimen certificate examined
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 5
by us and will be duly executed and delivered. As to any facts material to
the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations
of officers, trustees and other representatives of the Company, the Travelers
Trusts and others.
Members of our firm are admitted to the bar in the States of Delaware
and New York, and we do not express any opinion as to the laws of any other
jurisdiction other than the laws of the United States of America to the extent
specifically referred to herein.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that:
1. With respect to the Trust Preferred Securities of each
Travelers Trust to be offered pursuant to the Registration Statement (the
"Offered Trust Preferred Securities"), when (i) the Registration Statement,
as finally amended (including all necessary post-effective amendments), has
become effective under the Act; (ii) an appropriate prospectus supplement
with respect to the Offered Trust Preferred Securities has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) the Declaration of such Travelers Trust has
been duly executed and delivered by the parties thereto; (iv) the terms of
the Offered Trust Preferred Securities have been established in accordance
with the Declaration; (v) the Offered Trust Preferred Securities have been
issued, executed and authenticated in accordance with the Declaration and
delivered and paid for in the manner contemplated in the Registration
Statement or any prospectus supplement relating thereto; and (vi) if the
Offered Trust Preferred Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to
the Offered Trust Preferred Securities has been duly authorized, executed
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 6
and delivered by the applicable Travelers Trust and the other parties thereto,
(1) the Offered Trust Preferred Securities will be duly authorized for issuance
and will be validly issued, fully paid and nonassessable, representing undivided
beneficial interests in the assets of such Travelers Trust and (2) the holders
of the Offered Trust Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the DGCL. We bring to your attention,
however, that the holders of the Offered Trust Preferred Securities may be
obligated, pursuant to the Declaration of such Travelers Trust, to (i) provide
indemnity and/or security in connection with, and pay taxes or governmental
charges arising from, transfers of Offered Trust Preferred Securities and (ii)
provide security and indemnity in connection with the requests of or directions
to the Property Trustee of such Travelers Trust to exercise its rights and
powers under the Declaration of such Travelers Trust.
2. With respect to the Preferred Securities Guarantee, when (i)
the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement with respect to the Preferred Securities
Guarantee has been prepared, delivered and filed in compliance with the Act
and the applicable rules and regulations thereunder; (iii) the Declaration of
such Travelers Trust is duly executed and delivered by the parties thereto;
(iv) the terms of the Offered Trust Preferred Securities have been
established in accordance with the Declaration; (v) the Offered Trust
Preferred Securities have been issued and executed in accordance with the
Declaration and paid for in the manner contemplated in the Registration
Statement or any prospectus supplement relating thereto; and (vi) if the
Offered Trust Preferred Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to
the Preferred Securities Guarantee has been duly authorized, executed and
delivered by
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 7
the applicable Travelers Trust and the other parties thereto, the Preferred
Securities Guarantee, when duly executed and delivered by the parties thereto,
will be a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except to the extent that (a) enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).
3. With respect to any series of Junior Subordinated Debt Securities
(the "Offered Debt Securities"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Act; (ii) an appropriate prospectus supplement with respect
to the Offered Debt Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations thereunder;
(iii) the Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Offered Debt
Securities and related matters; (iv) the terms of the Offered Debt Securities
have been established in conformity with the Indenture; (v) the Offered Debt
Securities are duly executed, delivered, authenticated and issued in accordance
with the Indenture and delivered and paid for in the manner contemplated in the
Registration Statement or any prospectus supplement relating thereto; and (vi)
if the Offered Debt Securities are to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the Offered
Debt Securities has been duly authorized, executed and delivered by the parties
thereto, the Offered Debt Securities will be valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except to the extent that
enforcement there-
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 8
of may be limited by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
4. With respect to the shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has
become effective under the Act; (ii) an appropriate prospectus supplement
with respect to the shares of the Offered Preferred Stock has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) the terms of the Offered Preferred Stock and of
their issuance and sale have been duly established by all necessary corporate
action in conformity with the Company's Certificate of Incorporation
including the Certificate of Designation relating to the Offered Preferred
Stock and the By-Laws of the Company; (iv) the filing of the Certificate of
Designation with the Secretary of State of the State of Delaware has duly
occurred; (v) if the Offered Preferred Stock is to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to
the shares of the Offered Preferred Stock has been duly authorized, executed
and delivered by the Company and the other parties thereto; and (vi)
certificates representing the shares of the Offered Preferred Stock have been
duly executed and delivered by the proper officers of the Company to the
purchasers thereof against payment of the agreed-upon consideration therefor
in the manner contemplated in
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 9
the Registration Statement or any prospectus supplement or term sheet
relating thereto, (1) the shares of the Offered Preferred Stock, when issued
and sold in accordance with the applicable underwriting agreement or any
other duly authorized, executed and delivered applicable purchase agreement,
will be duly authorized, validly issued, fully paid and nonassessable,
provided that the consideration therefor is not less than the par value
thereof; and (2) if the Offered Preferred Stock is convertible into Offered
Common Stock, the Offered Common Stock issuable upon conversion of the
Offered Preferred Stock will be duly authorized, validly issued, fully paid
and nonassessable, assuming the issuance of the Offered Common Stock upon
conversion of the Offered Preferred Stock has been duly authorized by all
necessary corporate action, that the Offered Preferred Stock has been
converted in accordance with the terms of the Certificate of Designation and
that certificates evidencing such shares of Offered Common Stock are duly
executed and delivered. In rendering the opinion set forth in clause (2) of
this paragraph 4, we have assumed that, at the time of issuance of any
Offered Common Stock upon conversion of the Offered Preferred Stock, the
Certificate of Incorporation, the By-Laws and the DGCL shall not have been
amended so as to affect the validity of such issuance.
5. With respect to any Depositary Shares representing fractional
interests in any Offered Preferred Stock, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) an appropriate
prospectus supplement with respect to the Depositary Shares has been
prepared, delivered and filed in compliance with the Act and the applicable
rules and regulations thereunder; (iii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance and
terms of the Depositary Shares and related matters, including the adoption of
the Certificate of Designation for the related Offered Preferred Stock; (iv)
the filing of the Certificate of Designation with the Secretary of State of
the State of Delaware has duly occurred; (v) the
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 10
Deposit Agreement has been duly executed and delivered; (vi) the terms of the
Depositary Shares and of their issuance and sale have been duly established
by all necessary corporate action in conformity with the Deposit Agreement;
(vii) the related Offered Preferred Stock that is represented by Depositary
Shares has been duly authorized, validly issued and delivered to the
Depositary for deposit in accordance with the laws of the States of Delaware
and New York; (viii) if the Depositary Shares are to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with
respect to the Depositary Shares has been duly authorized, executed and
delivered by the Company and the other parties thereto; and (ix) the Receipts
evidencing the Depositary Shares are duly issued against the deposit of the
Offered Preferred Stock in accordance with the Deposit Agreement, such
Receipts will be validly issued and will entitle the holders thereof to the
rights specified therein and in the Deposit Agreement, subject to (i) the
effects of bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereinafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity).
There is no provision in the Certificate of Incorporation which
purports to restrict the surplus of the Company by reason of the excess, if
any, of the liquidation preference of the shares of Preferred Stock over
their par value. The applicable provisions of the DGCL, 8 Del. C. Sections
154 and 170(a), which define capital and surplus of a Delaware corporation
available for the payment of dividends, do not purport to restrict such
surplus by reason of any such excess. Moreover, we are not aware of any
applicable provisions of the Constitution of the State of Delaware nor any
controlling Delaware case law which would suggest that surplus would be
restricted by the excess of the liquidation preference over the par value of
the shares of Preferred Stock. Accordingly, while there are no authorities
specifically addressing this issue, it is our opinion that (i) there should
be no restriction upon the surplus of the Company available for the payment
of dividends on any outstanding capital stock of the Company solely by reason
of the fact that the liquidation preference of any shares of any
<PAGE>
Travelers Group Inc.
Travelers Capital IV
Travelers Capital V
Travelers Capital VI
Travelers Capital VII
December 18, 1997
Page 11
series of Preferred Stock exceeds the par value of such shares and (ii) no
remedy should be available to the holders of any shares of any series of
Preferred Stock before or after payment of any dividend solely because such
dividend would reduce the surplus of the Company to an amount less than the
amount of such excess, assuming that the payment of such dividend is in
accordance with the provisions of the DGCL, and of the Certificate of
Incorporation including the applicable Certificate of Designation.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also hereby consent to the
use of our name under the heading "Legal Matters" in the prospectus which
forms a part of the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or
of any subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
<PAGE>
EXHIBIT 12.1
<TABLE>
<CAPTION>
TRAVELERS GROUP INC. AND SUBSIDIARIES
(IN MILLIONS OF DOLLARS, EXCEPT FOR RATIO)
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------ -------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
-------- -------- -------- -------- --------- --------- --------
<S> <C> <C> <C>
Pre tax income from continuing operations $ 4,478 $ 3,585 $ 5,008 $ 3,320 $ 1,025 $ 3,034 $ 2,291
Undistributed earnings of equity investee (116) (26)
Pre tax minority interest (32)
Other 1 22 20
Fixed charges:
Interest 8,250 6,603 8,927 9,378 7,626 6,821 5,617
Interest portion of rentals 91 99 132 135 159 105 86
-------- -------- -------- -------- --------- --------- -------
Total fixed charges 8,341 6,702 9,059 9,513 7,785 6,926 5,703
-------- -------- -------- -------- --------- --------- -------
Earnings available for fixed charges $ 12,819 $ 10,287 $14,068 $12,833 $ 8,810 $ 9,834 $ 7,988
-------- -------- -------- -------- --------- --------- -------
Total preferred dividend requirement $105 $128 $161 $153 $145 $76 $78
Effective tax rate 35.7% 32.9% 33.5% 35.5% 27.1% 38.5% 41.7%
Total preferred dividend grossed up $163 $191 $242 $237 $199 $124 $134
Total fixed charges and preferred dividends $ 8,504 $ 6,893 $ 9,301 $ 9,750 $ 7,984 $ 7,050 $ 5,837
-------- -------- -------- -------- --------- --------- -------
Ratio of earnings to combined fixed charges and
preferred stock dividends 1.51 1.49 1.51 1.32 1.10 1.39 1.37
-------- -------- -------- -------- --------- --------- -------
-------- -------- -------- -------- --------- --------- -------
</TABLE>
<PAGE>
EXHIBIT 23.1
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 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, as amended by Form 10-K/A-2, of Travelers Group Inc. We also consent to
the incorporation by reference of our report dated November 28, 1997, with
respect to the supplemental consolidated statement of financial position of
Travelers Group Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related supplemental consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, and the related supplemental financial
statement schedule, which report appears in the Current Report on Form 8-K
dated November 28, 1997 of Travelers Group Inc., and to the reference to our
firm under the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
New York, New York
December 18, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Aetna Services, Inc. (formerly "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, and to the reference to our firm under the heading "Experts"
in the registration statement.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
December 18, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 of Travelers Group Inc.
of our report dated March 13, 1997, relating to the consolidated statement of
financial condition of Salomon Inc and subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996, which report is incorporated by reference or
included in the annual report on Form 10-K of Salomon Inc for the year ended
December 31, 1996 and which report is included in the Form 8-K of Travelers
Group Inc. dated September 24 1997.
/s/ Arthur Andersen LLP
New York, New York
December 18, 1997,
<PAGE>
EXHIBIT 24.1
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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/s/ Joseph A. Califano, 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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
18th day of December, 1997.
/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 to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/s/ Thomas Jones
-------------------------------
(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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
17th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
18th day of December, 1997.
/s/ Michael Masin
-------------------------------
(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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
18th day of December, 1997.
/s/ Deryck C. Maughan
-------------------------------
(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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
17th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
18th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
16th day of December, 1997.
/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 Irwin Ettinger,
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 (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of preferred stock, common stock,
junior subordinated debt securities, guarantees of trust preferred securities
and certain back-up obligations, in each case of the Company, and the trust
preferred securities of certain related trusts (collectively, 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 of the Company, a Registration Statement on Form
S-3, a registration statement under Rule 462(b) of the Securities Act, or
another appropriate form in respect of the registration of the Securities 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, any such
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 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
18th day of December, 1997.
/s/ Arthur Zankel
-------------------------------
(Signature)
