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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its Charter)
Delaware 52-1568099
(State of incorporation (I.R.S. Employer
or organization) Identification no.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (zip code)
If this Form relates to If this Form relates to the
the registration registration of a class of
of a class of debt securities debt securities
and is effective upon filing and is to become effective
pursuant to General Instruction simultaneously with the
A(c)(1) please check effectiveness of a concurrent
the following registration statement under
box / / the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on
to be so Registered Which Each Class is to be
Registered
Depositary Shares, each representing New York Stock Exchange
1/5th of a share of 6.365% Cumulative
Preferred Stock, Series F
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See the information set forth under the headings "Description of
Preferred Stock Offered Hereby" and "Description of Depositary Shares" in the
Registration Statement on Form S-3 (No. 333-27155) and "Description of Series
F Preferred Stock" and "Description of Depositary Shares" in the Prospectus
Supplement dated June 11, 1997 filed pursuant to Rule 424(b)(5) of the
Securities Act of 1933, as amended (the "Act").
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-27155) of the
Registrant (the "Registration Statement").
2.2 Certificate of Designation of 6.365% Cumulative Preferred
Stock, Series F, of the Registrant, incorporated by reference
to Exhibit 4.01 to the Registrant's Current Report on Form 8-K
dated June 11, 1997.
2.3 Form of Deposit Agreement, incorporated by reference to Exhibit
4.18 to the Registration Statement.
2.4 Form of Depositary Receipt, incorporated by reference to
Exhibit 4.19 to the Registration Statement.
2.5 Prospectus Supplement dated June 11, 1997 filed pursuant to Rule
424(b)(5) of the Act.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRAVELERS GROUP INC.
By /s/ Robert Matza
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Robert Matza
Vice President
and Treasurer
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