SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (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 or organization) (I.R.S. Employer
Identification No.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices, including zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. (X) box. ( )
Securities Act registration statement file number to which this
form relates: 333-38647
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Depositary Shares each representing New York Stock Exchange
a 1/20th interest in a share of 8.08%
Cumulative Preferred Stock, Series J
Depositary Shares each representing New York Stock Exchange
a 1/20th interest in a share of 8.40%
Cumulative Preferred Stock, Series K
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
* Application to be made for listing, not for trading, in
connection with the registration of the Depositary Shares
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's securities to be
registered hereunder appears under the headings "DESCRIPTION OF
CAPITAL STOCK OF TRAVELERS FOLLOWING THE MERGER--Travelers
Preferred Stock," "--New Travelers Preferred Stock," "--Travelers
8.08% Preferred Stock," "--Travelers 8.40% Preferred Stock" and
"NEW TRAVELERS DEPOSITARY SHARES" in the Proxy
Statement/Prospectus of the Registrant and Salomon Inc
("Salomon") in connection with the merger (the "Merger") of
Salomon with a wholly owned subsidiary of the Registrant (the
"Proxy Statement/Prospectus"), which Proxy Statement/Prospectus
is referenced as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.1 Restated Certificate of Incorporation of the
Registrant, Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series
Y, and Certificate of Amendment to the Restated
Certificate of Incorporation, filed April 24,
1996, Certificate of Amendment to the Restated
Certificate of Incorporation, filed April 23,
1997, Certificate of Designation of 6.365%
Cumulative Preferred Stock, Series F, and
Certificate of Designation of 6.213% Cumulative
Preferred Stock, Series G (incorporated by
reference to Exhibit 3.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (File No. 1-9924)),
Certificate of Designation of 6.231% Cumulative
Preferred Stock, Series H (incorporated by
reference to Exhibit 4.01 to the Registrant's
Current Report on Form 8-K, filed September 5,
1997 (File No. 1-9924)) and Certificate of
Designation of 5.864% Cumulative Preferred Stock,
Series M (incorporated by reference to Exhibit
4.01 to the Registrant's Current Report on Form 8-
K, filed October 7, 1997 (File No. 1-9924)).
3.2 By-Laws of the Registrant as amended through April
23, 1997 (incorporated by reference to Exhibit
3.02 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997
(File No. 1-9924)).
4.1 Form of Certificate of Designations of 8.08%
Cumulative Preferred Stock, Series J, of the
Registrant to be in effect as of the effective
time of the Merger (incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form
S-4 of the Registrant filed October 24, 1997 (File
No. 333-38647) (the "Form S-4")).
4.2 Form of Certificate of Designations of 8.40%
Cumulative Preferred Stock, Series K, of the
Registrant to be in effect as of the effective
time of the Merger (incorporated by reference to
Exhibit 4.3 to the Form S-4).
4.3 Form of Deposit Agreement between Salomon and
First Chicago Trust Company of New York, as
depositary, relating to Salomon's 8.08% Cumulative
Preferred Stock, Series D, and 8.40% Cumulative
Preferred Stock, Series E (incorporated by
reference to Exhibit 4(d) to Salomon's
Registration Statement No. 33-48199). Upon
effectiveness of the Merger, as further described
in the Proxy Statement/Prospectus, the Registrant
will succeed to Salomon's rights and obligations
and The Bank of New York will succeed to First
Chicago's rights and obligations under the
respective Deposit Agreement.
4.4 Form of stock certificate evidencing the
Registrant's 8.08% Cumulative Preferred Stock,
Series J.
4.5 Form of stock certificate evidencing the
Registrant's 8.40% Cumulative Preferred Stock,
Series K.
4.6 Form of depositary receipt evidencing depositary
shares of the Registrant's 8.08% Cumulative
Preferred Stock, Series J.
4.7 Form of depositary receipt evidencing depositary
shares of the Registrant's 8.40% Cumulative
Preferred Stock, Series K.
99.1 Proxy Statement/Prospectus of the Registrant and
Salomon, dated October 24, 1997 (included in the Form
S-4 and incorporated by reference herein).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
TRAVELERS GROUP INC.
By /s/ Robert Matza
-----------------------------
Robert Matza
Vice President and Treasurer
Dated: November 20, 1997
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.1 Restated Certificate of Incorporation of the
Registrant, Certificate of Designation of
Cumulative Adjustable Rate Preferred Stock, Series
Y, and Certificate of Amendment to the Restated
Certificate of Incorporation, filed April 24,
1996, Certificate of Amendment to the Restated
Certificate of Incorporation, filed April 23,
1997, Certificate of Designation of 6.365%
Cumulative Preferred Stock, Series F, and
Certificate of Designation of 6.213% Cumulative
Preferred Stock, Series G (incorporated by
reference to Exhibit 3.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (File No. 1-9924)),
Certificate of Designation of 6.231% Cumulative
Preferred Stock, Series H (incorporated by
reference to Exhibit 4.01 to the Registrant's
Current Report on Form 8-K, filed September 5,
1997 (File No. 1-9924)) and Certificate of
Designation of 5.864% Cumulative Preferred Stock,
Series M (incorporated by reference to Exhibit
4.01 to the Registrant's Current Report on Form 8-
K, filed October 7, 1997 (File No. 1-9924)).
3.2 By-Laws of the Registrant as amended through April
23, 1997 (incorporated by reference to Exhibit
3.02 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997
(File No. 1-9924)).
4.1 Form of Certificate of Designations of 8.08%
Cumulative Preferred Stock, Series J, of the
Registrant to be in effect as of the effective
time of the Merger (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration
Statement on Form S-4 filed October 24, 1997 (File
No. 333-38647) (the "Form S-4")).
4.2 Form of Certificate of Designations of 8.40%
Cumulative Preferred Stock, Series K, of the
Registrant to be in effect as of the effective
time of the Merger (incorporated by reference to
Exhibit 4.3 to the Form S-4).
4.3 Form of Deposit Agreement between Salomon and
First Chicago Trust Company of New York, as
depositary, relating to Salomon's 8.08% Cumulative
Preferred Stock, Series D, and 8.40% Cumulative
Preferred Stock, Series E (incorporated by
reference to Exhibit 4(d) to Salomon's
Registration Statement No. 33-48199). Upon
effectiveness of the Merger, as further described
in the Proxy Statement/Prospectus, the Registrant
will assume Salomon's rights and obligations and
The Bank of New York will succeed to First
Chicago's rights and obligations as depositary
under the respective Deposit Agreement.
4.4 Form of stock certificate evidencing the
Registrant's 8.08% Cumulative Preferred Stock,
Series J.
4.5 Form of stock certificate evidencing the
Registrant's 8.40% Cumulative Preferred Stock,
Series K.
4.6 Form of depositary receipt evidencing depositary
shares of the Registrant's 8.08% Cumulative
Preferred Stock, Series J.
4.7 Form of depositary receipt evidencing depositary
shares of the Registrant's 8.40% Cumulative
Preferred Stock, Series K.
99.1 Proxy Statement/Prospectus of the Registrant and
Salomon, dated October 24, 1997 (included in the Form
S-4 and incorporated by reference herein).
SEE LEGENDS ON REVERSE SIDE
NUMBER J0001 SHARES 400,000
8.08% Cumulative Preferred Stock, Series J
CUSIP 894190792
Travelers Group Inc.
Incorporated Under the laws of the State of Delaware
8.08% Cumulative Preferred Stock, Series J
$1.00 par value per share
This Certifies that The Bank of New York (as
successor to First Chicago Trust Company of
New York), as Depositary (the "Depositary")
under a Deposit Agreement dated as of
February 23, 1993 among Travelers Group Inc.
(as successor to Salomon Inc), the Depositary
and Holders of Depositary Receipts issued
thereunder is the owner of Four Hundred
Thousand fully paid and nonassessable Shares
of the above Corporation transferable only on
the books of the Corporation by the holder
hereof in person, or by duly authorized
Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to
be sealed with the Seal of the Corporation this ___ day of
__________________ A.D. 19___
COUNTERSIGNED AND REGISTERED
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
________________________________
President
________________________________
Secretary
The Corporation will furnish without charge to any registered
stockholder who so requests, a copy or summary of the Certificate
of Designations setting forth the powers, designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights. Any such request should be addressed to the
Secretary of Travelers Group Inc., 388 Greenwich Street, New
York, New York 10013.
This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Restated
Certificate of Incorporation, as amended (copies of which are on
file at the Office of the Transfer Agent) to all of which the
holder hereof by acceptance hereof assents. This certificate is
not valid until countersigned by the Transfer Agent and
registered by the Registrar.
For Value Received,________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________
__________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably
constitute and appoint _____________________ Attorney to transfer
the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated____________________ 19____
In presence of _______________________________
_______________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SEE LEGENDS ON REVERSE SIDE
NUMBER K0001 SHARES 500,000
8.40% Cumulative Preferred Stock, Series K
CUSIP 894190776
Travelers Group Inc.
Incorporated Under the laws of the State of Delaware
8.40% Cumulative Preferred Stock, Series K
$1.00 par value per share
This Certifies that The Bank of New York (as
successor to First Chicago Trust Company of
New York), as Depositary (the "Depositary")
under a Deposit Agreement dated as of
February 13, 1996 among Travelers Group Inc.
(as successor to Salomon Inc), the Depositary
and Holders of Depositary Receipts issued
thereunder is the owner of Five Hundred
Thousand fully paid and nonassessable Shares
of the above Corporation transferable only on
the books of the Corporation by the holder
hereof in person, or by duly authorized
Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to
be sealed with the Seal of the Corporation this ___ day of
__________________ A.D. 19___
COUNTERSIGNED AND REGISTERED
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
_______________________________
President
_______________________________
Secretary
The Corporation will furnish without charge to any registered
stockholder who so requests, a copy or summary of the Certificate
of Designations setting forth the powers, designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights. Any such request should be addressed to the
Secretary of Travelers Group Inc., 388 Greenwich Street, New
York, New York 10013.
This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Restated
Certificate of Incorporation, as amended (copies of which are on
file at the Office of the Transfer Agent) to all of which the
holder hereof by acceptance hereof assents. This certificate is
not valid until countersigned by the Transfer Agent and
registered by the Registrar.
For Value Received,________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________
__________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably
constitute and appoint _____________________ Attorney to transfer
the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated____________________ 19____
In presence of _______________________________
_______________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
FORM OF FACE OF DEPOSITARY RECEIPT
DEPOSITARY RECEIPT
FOR
DEPOSITARY SHARES,
EACH REPRESENTING A ONE-TWENTIETH (1/20)
INTEREST IN A SHARE OF 8.08% CUMULATIVE
PREFERRED STOCK, SERIES J
($1.00 PAR VALUE)
OF
TRAVELERS GROUP INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
NUMBER _____ DEPOSITARY SHARES
EACH DEPOSITARY SHARE REPRESENTS
A 1/20 INTEREST IN A SHARE OF
8.08% CUMULATIVE PREFERRED
STOCK, SERIES J
($1.00 PAR VALUE)
CUSIP 894190784
1. The Bank of New York (as successor to
First Chicago Trust Company of New York), as Depositary
(the "Depositary"), hereby certifies that [ ]
is the registered owner of [ ] Depositary Shares
("Depositary Shares"), each Depositary Share representing
a one-twentieth (1/20) interest in a share of 8.08%
Cumulative Preferred Stock, Series J, $1.00 par value
(the "Preferred Stock"), of Travelers Group Inc., a
corporation duly organized and existing under the laws of
the State of Delaware (the "Company"). Subject to the
terms of the Deposit Agreement (as defined below), each
owner of a Depositary Share is entitled, proportionately,
through the Depositary, to all the rights and preferences
of the Preferred Stock relating thereto, including
dividend, voting, redemption and liquidation rights
contained in the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of
Incorporation"), and the certificate of designations
adopted by the Company's Board of Directors and filed
with the Secretary of State of the State of Delaware
establishing the Preferred Stock as a series of preferred
stock of the Company and setting forth the number, terms,
powers, designations, rights, preferences,
qualifications, restrictions and limitations of the
Preferred Stock (the "Certificate of Designations").
2. The Deposit Agreement. Depositary
Receipts (the "Receipts"), of which this Receipt is one,
are made available upon the terms and conditions set
forth in the Deposit Agreement, dated as of February 23,
1993 (the "Deposit Agreement"), among the Company (as
successor to Salomon Inc), the Depositary, and the
holders from time to time of Receipts. The Deposit
Agreement (copies of which are on file at the
Depositary's Office) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary and
the Company in respect of the Preferred Stock deposited,
and any and all other property and cash deposited from
time to time, thereunder. The statements made on the
face and the reverse of this Receipt are summaries of
certain provisions of the Deposit Agreement and are
subject to the detailed provisions thereof, to which
reference is hereby made. Unless otherwise expressly
herein provided, all capitalized terms used herein shall
have the meanings ascribed thereto in the Deposit
Agreement.
3. Redemption. Whenever the Company shall be
permitted and shall elect to redeem shares of Preferred
Stock in accordance with the provisions of the
Certificate of Incorporation and the Certificate of
Designations, it shall (unless otherwise agreed in
writing with the Depositary) give the Depositary not less
than 30 nor more than 60 days' notice of the date of such
proposed redemption of Preferred Stock. The Depositary
shall mail notice of such redemption and the proposed
simultaneous redemption of the number of Depositary
Shares representing the Preferred Stock to be redeemed,
first-class postage prepaid, not less than 20 and not
more than 50 days prior to the date fixed for redemption
of such Preferred Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts
evidencing the Depositary Shares to be so redeemed. Each
such notice shall state: (a) the Redemption Date; (b)
the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such
holder are to be redeemed, the number of Depositary
Shares held by such holder to be redeemed; (c) the
redemption price (which shall include full cumulative
dividends thereon to the Redemption Date); (d) the place
or places where Receipts evidencing Depositary Shares are
to be surrendered for payment of the redemption price;
and (e) that dividends in respect of the Preferred Stock
underlying the Depositary Shares to be redeemed will
cease to accumulate at the close of business on such
Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary
Shares to be so redeemed shall be selected by lot or pro
rata as may be determined by the Depositary to be
equitable. Notice having been mailed by the Depositary
as aforesaid, from and after the Redemption Date (unless
the Company shall have failed to redeem the shares of
Preferred Stock to be redeemed by it on such date), all
dividends in respect of the shares of Preferred Stock so
called for redemption shall cease to accumulate, the
Depositary Shares being redeemed from such proceeds shall
be deemed no longer to be outstanding, all rights of the
holders of Receipts evidencing such Depositary Shares
(except the right to receive the redemption price) shall,
to the extent of such Depositary Shares, cease and
terminate and, upon surrender in accordance with such
notice of the Receipts evidencing any such Depositary
Shares (properly endorsed or assigned for transfer, if
the Depositary shall so require), such Depositary Shares
shall be redeemed by the Depositary at a redemption price
per Depositary Share equal to one-twentieth of the
redemption price per share paid in respect of the shares
of Preferred Stock plus all money and other property, if
any, represented by such Depositary Shares, including all
amounts paid by the Company in respect of dividends which
on the Redemption Date have accumulated on the shares of
Preferred Stock to be so redeemed and have not
theretofore been paid.
4. Transfer, Split-ups, Combinations. This
Receipt is transferable on the books of the Depositary
upon surrender of this Receipt to the Depositary by the
holder in person or by duly authorized attorney, properly
endorsed or accompanied by a properly executed instrument
of transfer, and upon such transfer the Depositary shall
execute a new Receipt to or upon the order of the person
entitled thereto, as provided in the Deposit Agreement.
This Receipt may be split into other Receipts or combined
with other Receipts into one Receipt, subject to the
terms and conditions of the Deposit Agreement, evidencing
the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.
5. Surrender of Receipts and Withdrawal of
Preferred Stock. The holder of this Receipt, if this
Receipt (together with any other Receipts surrendered by
such holder) represents any number of whole shares of
Preferred Stock, may withdraw the Preferred Stock and all
money and other property, if any, represented hereby by
surrendering this Receipt (and such other Receipts) at
the Depositary's Office or at such other offices as the
Depositary may designate for such withdrawals. Upon such
surrender, the Depositary shall deliver to such holder,
or upon the order of such other person or persons
designated by such holder as provided in the Deposit
Agreement, the number of whole shares of Preferred Stock
and all money and other property, if any, represented by
the Receipt or Receipts so surrendered for withdrawal,
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 Shares therefor. If a Receipt delivered by
the holder to a Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing
the number of whole shares of Preferred Stock to be so
withdrawn, the Depositary shall at the same time, in
addition to such number of whole shares of Preferred
Stock and such money and other property, if any, to be so
withdrawn, deliver to such holder, or (subject to the
provisions of the Deposit Agreement) upon his order, a
new Receipt evidencing such excess number of Depositary
Shares. Delivery of the Preferred Stock and money and
other property being withdrawn may be made by the
delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate,
which, if required by law, shall be properly endorsed or
accompanied by proper instruments of transfer.
If the Preferred Stock and the money and other
property being withdrawn are to be delivered to a person
or persons other than the record holder of this Receipt
or such other Receipts being surrendered for withdrawal
of Preferred Stock, such holder shall execute and deliver
to the Depositary a written order so directing the
Depositary, and the Depositary may require that this
Receipt or such other Receipts surrendered by such holder
for withdrawal of such shares of Preferred Stock be
properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.
6. Suspension of Delivery, Transfer, etc.
The transfer or surrender of this Receipt may be
suspended during any period when the register of
stockholders of the Company is closed or if any such
action is deemed necessary or advisable by the
Depositary, any agent of the Depositary or the Company at
any time or from time to time because of any requirement
of law or any government or governmental body or
commission, or under any provision of the Deposit
Agreement.
7. Payment of Taxes or Other Governmental
Charges. If any tax or other governmental charge shall
become payable by or on behalf of the Depositary with
respect to this Receipt, such tax (including transfer
taxes, if any) or governmental charge shall be payable by
the holder hereof, subject to certain exceptions in the
Deposit Agreement. Transfer of this Receipt may be
refused until such payment is made, and any dividends,
interest payments or other distributions may be withheld
or all or any part of the Preferred Stock or other
property represented by this Receipt and not theretofore
sold may be sold for the account of the holder thereof
(after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest
payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges
or expenses, the holder of this Receipt remaining liable
for any deficiency.
8. Warranty by the Company. The Company has
represented and warranted that the Preferred Stock, when
issued, will be validly issued, fully paid and
nonassessable.
9. Amendment. The form of the Receipts and
any provision of the Deposit Agreement may at any time
and from time to time be amended by agreement between the
Company and the Depositary in any respect which they deem
necessary or desirable; provided, however, that no such
amendment which shall materially and adversely alter the
rights of the holders of Receipts shall be effective
unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares
then outstanding. A holder of a Receipt at the time any
such amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement
as amended thereby. In no event shall any amendment
impair the right, subject to the provisions of Sections
2.05 and 2.06 of the Deposit Agreement, of the owner of
the Depositary Shares evidenced by this Receipt to
surrender this Receipt with instructions to the
Depositary to delivery to the holder the number of whole
shares of the Preferred Stock and all money and other
property, if any, represented thereby, except in order to
comply with mandatory provision of applicable law.
Dated: THE BANK OF NEW YORK, as
Depositary, Transfer Agent and Registrar
By ___________________________________
Authorized Officer
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS
RECEIPT APPEAR ON THE REVERSE SIDE.
FORM OF REVERSE OF DEPOSITARY RECEIPT
10. Charges of Depositary. The Company will
pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary
arrangements and all charges of the Depositary in
connection with the initial deposit of the Preferred
Stock and the initial issuance of the Depositary Shares
and any redemption of the Preferred Stock at the option
of the Company. All other transfer and other taxes and
other governmental charges shall be at the expense of
holders of Depositary Shares.
11. Title to Receipts. This Receipt (and the
Depositary Shares evidenced hereby), when properly
endorsed or accompanied by a properly executed instrument
of transfer, is transferable by delivery with the same
effect as in the case of a negotiable instrument;
provided, however, that until transfer of a Receipt shall
be registered on the books of the Depositary, the
Depositary may, notwithstanding any notice to the
contrary, treat the record holder hereof at such time as
the absolute owner hereof for the purpose of determining
the person entitled to distributions of dividends or
other distributions or to any notice provided for in the
Deposit Agreement, and for all other purposes.
12. Dividends and Distributions. Whenever the
Depositary receives any cash dividend or other cash
distribution on the Preferred Stock, the Depositary will,
subject to the provision of the Deposit Agreement, make
such distribution to the Receipt holders as nearly as
practicable in proportion to the number of Depositary
Shares evidenced by the Receipts held by them; provided,
however, that the amount distributed will be reduced by
any amounts required to be withheld by the Company or the
Depositary on account of taxes. Other distributions
received on the Preferred Stock may be distributed to
holders of Receipts as provided in the Deposit Agreement.
13. Fixing of Record Date. Whenever any cash
dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be
offered, with respect to the Preferred Stock, or whenever
the Depositary shall receive notice of (a) any meeting at
which holders of Preferred Stock are entitled to vote or
of which holders of Preferred Stock are entitled to
notice or (b) any election on the part of the Company to
redeem any shares of Preferred Stock, the Depositary
shall in each instance fix a record date (which shall be
the record date fixed by the Company with respect to the
Preferred stock), for the determination of the holders of
Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or
who shall be entitled to notice of such meeting or
redemption of Preferred Stock or for any other
appropriate reasons.
14. Voting Rights. Upon receipt of notice of
any meeting at which holders of Preferred Stock are
entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of
Receipts a notice which shall contain (i) such
information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to
the exercise of the voting rights pertaining to the
amount of Preferred Stock relating to their respective
Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the
Company) and a brief statement as to the manner in which
such instructions may be given. Upon the written request
of the holders of Receipts on such record date, the
Depositary shall endeavor insofar as practicable to vote
or cause to be voted, in accordance with the instructions
set forth in such request, the maximum number of whole
shares of Preferred Stock underlying the Depositary
Shares evidenced by all Receipts as to which any
particular voting instructions are received. In the
absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at
its discretion, not from appearing at any meeting with
respect to such Preferred Stock unless directed to the
contrary by the holders of all the Receipts) to the
extent of the Preferred Stock underlying the Depositary
Shares evidenced by such Receipt.
15. Changes Affecting Deposited Securities.
Upon any change in par or stated value, split-up,
combination or any other reclassification of the
Preferred Stock or upon any recapitalization,
reorganization, merger, amalgamation or consolidation or
sale of all or substantially all of the Company's assets
affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of,
and shall upon the instruction of, the Company, and (in
either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in (a) the fraction
of an interest in one share of Preferred Stock underlying
one Depositary Share and (b) the ratio of the redemption
price per Depositary Share to the redemption price of a
share of Preferred Stock, in each case as may be
necessary fully to reflect the effect of such change in
par or stated value, split-up, combination or other
reclassification of Preferred Stock, or such
recapitalization, reorganization, merger, amalgamation or
consolidation or sale and (ii) treat any securities which
shall be received by the Depositary in exchange for or
upon conversion or in respect of the Preferred Stock as
new deposited securities so received in exchange for or
upon conversion or in respect of such Preferred Stock.
In any such case, the Depositary may in its discretion,
with the approval of the Company, execute and deliver
additional Receipts, or it may call for the surrender of
outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities.
Anything to the contrary herein or in the Deposit
Agreement notwithstanding, holders of Receipts shall have
the right from and after the effective date of any such
change in par or stated value, split-up, combination or
other reclassification of the Preferred Stock or any such
recapitalization, reorganization, merger, amalgamation,
consolidation or sale to surrender such Receipts to the
Depositary with instructions to convert, exchange or
surrender the Preferred Stock represented thereby only
into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and
cash into which the Preferred Stock represented by such
Receipts was converted or for which such Preferred Stock
was exchanged or surrendered after giving effect to such
transaction.
16. Prevention of or Delay in Performance by
the Depositary, the Depositary's Agents, the Registrar or
the Company. Neither the Depositary nor any Depositary's
Agents nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of
any provision of any present or future law or regulation
thereunder of the United States of America or any other
governmental authority or, in the case of the Depositary,
the Depositary's Agent or any Registrar, by reason of any
provision, present or future, of the Certificate of
Incorporation (including the Certificate of Designations)
or by reason of any act of God or war or other
circumstance beyond their control, the Depositary, the
Depositary's Agent, any Registrar or the Company shall be
prevented or forbidden from doing or performing any act
or thing which the terms of the Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any
Depositary's Agent, any Registrar or the Company incur
any liability to any holder of a Receipt by reason of
nonperformance or delay, caused as aforesaid, in
performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit
Agreement except, in the case of any exercise or failure
to exercise discretion not caused as aforesaid, if caused
by the negligence or willful misconduct of the party
charged with such exercise or failure to exercise.
17. Obligations of the Depositary, the
Depositary's Agents, the Registrar and the Company.
Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company assumes any obligation or shall
be subject to any liability under the Deposit Agreement
to holders of Receipts other than for its negligence or
willful misconduct. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company
shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of
the Preferred Stock, the Depositary Shares or the
Receipts which in its opinion may involve it in expense
or liability unless indemnity satisfactory to it against
all expense and liability be furnished as often as may be
required. Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall be liable
for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants,
or information from any person presenting Preferred Stock
for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any
Registrar and the Company may each rely and shall each be
protected in acting upon any written notice, request,
direction or other document delivered by it to be genuine
and to have been signed or presented by the proper party
or parties. The Depositary shall not be responsible for
any failure to carry out any instruction to vote any of
the shares of Preferred Stock or for the manner or effect
of any such vote, as long as any such action or nonaction
is in good faith. The Depositary undertakes, and any
Registrar shall be required to undertake, to perform such
duties and only such duties as are specifically set forth
in the Deposit Agreement, and no implied covenants or
obligations shall be read into the Deposit Agreement
against the Depositary or any Registrar. The Depositary
will indemnify the Company against any liability which
may arise out of acts performed or omitted by the
Depositary or its agents due to its or their negligence
or bad faith. The Depositary, the Depositary's Agents
and any Registrar may own and deal in any class of
securities of the Company and its affiliates and in
Receipts. The Depositary may also act as transfer agent
or registrar of any of the securities of the Company and
its affiliates.
18. Resignation and Removal of Depositary.
The Depositary may at any time (i) resign by written
notice of its election to do so delivered to the Company,
such resignation to take effect upon the appointment of a
successor Depositary and its acceptance of such
appointment, or (ii) be removed by the Company by notice
of such removal delivered to the Depositary, such removal
to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, all as
provided in the Deposit Agreement.
19. Termination of Deposit Agreement. The
Deposit Agreement may be terminated by the Company or the
Depositary only after (i) all outstanding Depositary
Shares shall have been redeemed or (ii) there shall have
been made a final distribution in respect of the
Preferred Stock in connection with any liquidation,
dissolution or winding up of the Company and such
distribution shall have been distributed to the holders
of Receipts. Upon the termination of the Deposit
Agreement, the Company shall be discharged from all
obligations thereunder except for its obligations to the
Depositary, any Depositary's Agent and any Registrar with
respect to indemnification, charges and expenses, in
either case in accordance with the terms of the Deposit
Agreement.
20. Governing Law. THIS RECEIPT AND THE
DEPOSIT AGREEMENT AND ALL RIGHTS HEREUNDER AND THEREUNDER
AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or
obligatory for any propose, unless this Receipt shall
have been authenticated, manually or, if a Registrar for
the Receipts (other than the Depositary) shall have been
appointed, by facsimile signature of a duly authorized
officer of the Depositary and, if authenticated by
facsimile signature of the Depositary, shall have been
countersigned manually by such Registrar by the signature
of a duly authorized officer.
A COPY OF THE DEPOSIT AGREEMENT AND A FULL
STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, INTERESTS,
PREFERENCES AND RESTRICTIONS OF THE PREFERRED STOCK
REPRESENTED BY THIS RECEIPT AND OF EACH CLASS OF SHARES
OR SERIES THEREOF THAT THE COMPANY IS AUTHORIZED TO ISSUE
WILL BE FURNISHED BY THE COMPANY, WITHOUT CHARGE, TO EACH
HOLDER OF A RECEIPT UPON WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY AT 388 GREENWICH STREET, NEW YORK, NEW
YORK 10013.
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_______________________________________________________________
Please print or typewrite name and address of assignee
_______________________________________________________________
the within Receipt and all rights and interests
represented thereby, and hereby irrevocably constitutes
and appoints
________________________________________________________,
attorney to transfer the same on the books of the within
named Depositary, with full power of substitution in the
premises.
Dated_____________________ Signature_________________________
ASSIGNMENT AND TRANSFER SIGNATURE LINES
Note: The signature to any endorsement hereon must
correspond with the name as written upon the face of this
Receipt in every particular, without alteration or
enlargement or any change whatever. If the endorsement
be executed by an attorney, executor, administrator,
trustee or guardian, the person executing the endorsement
must give his full title in such capacity, and proper
evidence of authority to act in such capacity, if not on
file with the Depositary, must be forwarded with this
Receipt. All endorsements or assignments of Receipts
must be guaranteed by a commercial bank, trust company,
securities broker or dealer, credit union, savings
association or other eligible institution which is a
member of or participant in a signature guarantee program
acceptable to the Depositary.
FORM OF FACE OF DEPOSITARY RECEIPT
DEPOSITARY RECEIPT
FOR
DEPOSITARY SHARES,
EACH REPRESENTING A ONE-TWENTIETH (1/20)
INTEREST IN A SHARE OF 8.40% CUMULATIVE
PREFERRED STOCK, SERIES K
($1.00 PAR VALUE)
OF
TRAVELERS GROUP INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
NUMBER _____ DEPOSITARY SHARES
EACH DEPOSITARY SHARE REPRESENTS
A 1/20 INTEREST IN A SHARE OF
8.40% CUMULATIVE PREFERRED
STOCK, SERIES K
($1.00 PAR VALUE)
CUSIP 894190768
1. The Bank of New York, (as successor to
First Chicago Trust Company of New York), as Depositary
(the "Depositary"), hereby certifies that [ ]
is the registered owner of [ ] Depositary Shares
("Depositary Shares"), each Depositary Share representing
a one-twentieth (1/20) interest in a share of 8.40%
Cumulative Preferred Stock, Series K, $1.00 par value
(the "Preferred Stock"), of Travelers Group Inc., a
corporation duly organized and existing under the laws of
the State of Delaware (the "Company"). Subject to the
terms of the Deposit Agreement (as defined below), each
owner of a Depositary Share is entitled, proportionately,
through the Depositary, to all the rights and preferences
of the Preferred Stock relating thereto, including
dividend, voting, redemption and liquidation rights
contained in the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of
Incorporation"), and the certificate of designations
adopted by the Company's Board of Directors and filed
with the Secretary of State of the State of Delaware
establishing the Preferred Stock as a series of preferred
stock of the Company and setting forth the number, terms,
powers, designations, rights, preferences,
qualifications, restrictions and limitations of the
Preferred Stock (the "Certificate of Designations").
2. The Deposit Agreement. Depositary
Receipts (the "Receipts"), of which this Receipt is one,
are made available upon the terms and conditions set
forth in the Deposit Agreement, dated as of February 13,
1996 (the "Deposit Agreement"), among the Company (as
successor to Salomon Inc), the Depositary, and the
holders from time to time of Receipts. The Deposit
Agreement (copies of which are on file at the
Depositary's Office) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary and
the Company in respect of the Preferred Stock deposited,
and any and all other property and cash deposited from
time to time, thereunder. The statements made on the
face and the reverse of this Receipt are summaries of
certain provisions of the Deposit Agreement and are
subject to the detailed provisions thereof, to which
reference is hereby made. Unless otherwise expressly
herein provided, all capitalized terms used herein shall
have the meanings ascribed thereto in the Deposit
Agreement.
3. Redemption. Whenever the Company shall be
permitted and shall elect to redeem shares of Preferred
Stock in accordance with the provisions of the
Certificate of Incorporation and the Certificate of
Designations, it shall (unless otherwise agreed in
writing with the Depositary) give the Depositary not less
than 30 nor more than 60 days' notice of the date of such
proposed redemption of Preferred Stock. The Depositary
shall mail notice of such redemption and the proposed
simultaneous redemption of the number of Depositary
Shares representing the Preferred Stock to be redeemed,
first-class postage prepaid, not less than 20 and not
more than 50 days prior to the date fixed for redemption
of such Preferred Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts
evidencing the Depositary Shares to be so redeemed. Each
such notice shall state: (a) the Redemption Date; (b)
the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such
holder are to be redeemed, the number of Depositary
Shares held by such holder to be redeemed; (c) the
redemption price (which shall include full cumulative
dividends thereon to the Redemption Date); (d) the place
or places where Receipts evidencing Depositary Shares are
to be surrendered for payment of the redemption price;
and (e) that dividends in respect of the Preferred Stock
underlying the Depositary Shares to be redeemed will
cease to accumulate at the close of business on such
Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary
Shares to be so redeemed shall be selected by lot or pro
rata as may be determined by the Depositary to be
equitable. Notice having been mailed by the Depositary
as aforesaid, from and after the Redemption Date (unless
the Company shall have failed to redeem the shares of
Preferred Stock to be redeemed by it on such date), all
dividends in respect of the shares of Preferred Stock so
called for redemption shall cease to accumulate, the
Depositary Shares being redeemed from such proceeds shall
be deemed no longer to be outstanding, all rights of the
holders of Receipts evidencing such Depositary Shares
(except the right to receive the redemption price) shall,
to the extent of such Depositary Shares, cease and
terminate and, upon surrender in accordance with such
notice of the Receipts evidencing any such Depositary
Shares (properly endorsed or assigned for transfer, if
the Depositary shall so require), such Depositary Shares
shall be redeemed by the Depositary at a redemption price
per Depositary Share equal to one-twentieth of the
redemption price per share paid in respect of the shares
of Preferred Stock plus all money and other property, if
any, represented by such Depositary Shares, including all
amounts paid by the Company in respect of dividends which
on the Redemption Date have accumulated on the shares of
Preferred Stock to be so redeemed and have not
theretofore been paid.
4. Transfer, Split-ups, Combinations. This
Receipt is transferable on the books of the Depositary
upon surrender of this Receipt to the Depositary by the
holder in person or by duly authorized attorney, properly
endorsed or accompanied by a properly executed instrument
of transfer, and upon such transfer the Depositary shall
execute a new Receipt to or upon the order of the person
entitled thereto, as provided in the Deposit Agreement.
This Receipt may be split into other Receipts or combined
with other Receipts into one Receipt, subject to the
terms and conditions of the Deposit Agreement, evidencing
the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.
5. Surrender of Receipts and Withdrawal of
Preferred Stock. The holder of this Receipt, if this
Receipt (together with any other Receipts surrendered by
such holder) represents any number of whole shares of
Preferred Stock, may withdraw the Preferred Stock and all
money and other property, if any, represented hereby by
surrendering this Receipt (and such other Receipts) at
the Depositary's Office or at such other offices as the
Depositary may designate for such withdrawals. Upon such
surrender, the Depositary shall deliver to such holder,
or upon the order of such other person or persons
designated by such holder as provided in the Deposit
Agreement, the number of whole shares of Preferred Stock
and all money and other property, if any, represented by
the Receipt or Receipts so surrendered for withdrawal,
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 Shares therefor. If a Receipt delivered by
the holder to a Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing
the number of whole shares of Preferred Stock to be so
withdrawn, the Depositary shall at the same time, in
addition to such number of whole shares of Preferred
Stock and such money and other property, if any, to be so
withdrawn, deliver to such holder, or (subject to the
provisions of the Deposit Agreement) upon his order, a
new Receipt evidencing such excess number of Depositary
Shares. Delivery of the Preferred Stock and money and
other property being withdrawn may be made by the
delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate,
which, if required by law, shall be properly endorsed or
accompanied by proper instruments of transfer.
If the Preferred Stock and the money and other
property being withdrawn are to be delivered to a person
or persons other than the record holder of this Receipt
or such other Receipts being surrendered for withdrawal
of Preferred Stock, such holder shall execute and deliver
to the Depositary a written order so directing the
Depositary, and the Depositary may require that this
Receipt or such other Receipts surrendered by such holder
for withdrawal of such shares of Preferred Stock be
properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.
6. Suspension of Delivery, Transfer, etc.
The transfer or surrender of this Receipt may be
suspended during any period when the register of
stockholders of the Company is closed or if any such
action is deemed necessary or advisable by the
Depositary, any agent of the Depositary or the Company at
any time or from time to time because of any requirement
of law or any government or governmental body or
commission, or under any provision of the Deposit
Agreement.
7. Payment of Taxes or Other Governmental
Charges. If any tax or other governmental charge shall
become payable by or on behalf of the Depositary with
respect to this Receipt, such tax (including transfer
taxes, if any) or governmental charge shall be payable by
the holder hereof, subject to certain exceptions in the
Deposit Agreement. Transfer of this Receipt may be
refused until such payment is made, and any dividends,
interest payments or other distributions may be withheld
or all or any part of the Preferred Stock or other
property represented by this Receipt and not theretofore
sold may be sold for the account of the holder thereof
(after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest
payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges
or expenses, the holder of this Receipt remaining liable
for any deficiency.
8. Warranty by the Company. The Company has
represented and warranted that the Preferred Stock, when
issued, will be validly issued, fully paid and
nonassessable.
9. Amendment. The form of the Receipts and
any provision of the Deposit Agreement may at any time
and from time to time be amended by agreement between the
Company and the Depositary in any respect which they deem
necessary or desirable; provided, however, that no such
amendment which shall materially and adversely alter the
rights of the holders of Receipts shall be effective
unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares
then outstanding. A holder of a Receipt at the time any
such amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement
as amended thereby. In no event shall any amendment
impair the right, subject to the provisions of Sections
2.05 and 2.06 of the Deposit Agreement, of the owner of
the Depositary Shares evidenced by this Receipt to
surrender this Receipt with instructions to the
Depositary to delivery to the holder the number of whole
shares of the Preferred Stock and all money and other
property, if any, represented thereby, except in order to
comply with mandatory provision of applicable law.
Dated: THE BANK OF NEW YORK, as
Depositary, Transfer Agent and Registrar
By ____________________________________
Authorized Officer
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS
RECEIPT APPEAR ON THE REVERSE SIDE.
FORM OF REVERSE OF DEPOSITARY RECEIPT
10. Charges of Depositary. The Company will
pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary
arrangements and all charges of the Depositary in
connection with the initial deposit of the Preferred
Stock and the initial issuance of the Depositary Shares
and any redemption of the Preferred Stock at the option
of the Company. All other transfer and other taxes and
other governmental charges shall be at the expense of
holders of Depositary Shares.
11. Title to Receipts. This Receipt (and the
Depositary Shares evidenced hereby), when properly
endorsed or accompanied by a properly executed instrument
of transfer, is transferable by delivery with the same
effect as in the case of a negotiable instrument;
provided, however, that until transfer of a Receipt shall
be registered on the books of the Depositary, the
Depositary may, notwithstanding any notice to the
contrary, treat the record holder hereof at such time as
the absolute owner hereof for the purpose of determining
the person entitled to distributions of dividends or
other distributions or to any notice provided for in the
Deposit Agreement, and for all other purposes.
12. Dividends and Distributions. Whenever the
Depositary receives any cash dividend or other cash
distribution on the Preferred Stock, the Depositary will,
subject to the provision of the Deposit Agreement, make
such distribution to the Receipt holders as nearly as
practicable in proportion to the number of Depositary
Shares evidenced by the Receipts held by them; provided,
however, that the amount distributed will be reduced by
any amounts required to be withheld by the Company or the
Depositary on account of taxes. Other distributions
received on the Preferred Stock may be distributed to
holders of Receipts as provided in the Deposit Agreement.
13. Fixing of Record Date. Whenever any cash
dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be
offered, with respect to the Preferred Stock, or whenever
the Depositary shall receive notice of (a) any meeting at
which holders of Preferred Stock are entitled to vote or
of which holders of Preferred Stock are entitled to
notice or (b) any election on the part of the Company to
redeem any shares of Preferred Stock, the Depositary
shall in each instance fix a record date (which shall be
the record date fixed by the Company with respect to the
Preferred stock), for the determination of the holders of
Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or
who shall be entitled to notice of such meeting or
redemption of Preferred Stock or for any other
appropriate reasons.
14. Voting Rights. Upon receipt of notice of
any meeting at which holders of Preferred Stock are
entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of
Receipts a notice which shall contain (i) such
information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to
the exercise of the voting rights pertaining to the
amount of Preferred Stock relating to their respective
Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the
Company) and a brief statement as to the manner in which
such instructions may be given. Upon the written request
of the holders of Receipts on such record date, the
Depositary shall endeavor insofar as practicable to vote
or cause to be voted, in accordance with the instructions
set forth in such request, the maximum number of whole
shares of Preferred Stock underlying the Depositary
Shares evidenced by all Receipts as to which any
particular voting instructions are received. In the
absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at
its discretion, not from appearing at any meeting with
respect to such Preferred Stock unless directed to the
contrary by the holders of all the Receipts) to the
extent of the Preferred Stock underlying the Depositary
Shares evidenced by such Receipt.
15. Changes Affecting Deposited Securities.
Upon any change in par or stated value, split-up,
combination or any other reclassification of the
Preferred Stock or upon any recapitalization,
reorganization, merger, amalgamation or consolidation or
sale of all or substantially all of the Company's assets
affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of,
and shall upon the instruction of, the Company, and (in
either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in (a) the fraction
of an interest in one share of Preferred Stock underlying
one Depositary Share and (b) the ratio of the redemption
price per Depositary Share to the redemption price of a
share of Preferred Stock, in each case as may be
necessary fully to reflect the effect of such change in
par or stated value, split-up, combination or other
reclassification of Preferred Stock, or such
recapitalization, reorganization, merger, amalgamation or
consolidation or sale and (ii) treat any securities which
shall be received by the Depositary in exchange for or
upon conversion or in respect of the Preferred Stock as
new deposited securities so received in exchange for or
upon conversion or in respect of such Preferred Stock.
In any such case, the Depositary may in its discretion,
with the approval of the Company, execute and deliver
additional Receipts, or it may call for the surrender of
outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities.
Anything to the contrary herein or in the Deposit
Agreement notwithstanding, holders of Receipts shall have
the right from and after the effective date of any such
change in par or stated value, split-up, combination or
other reclassification of the Preferred Stock or any such
recapitalization, reorganization, merger, amalgamation,
consolidation or sale to surrender such Receipts to the
Depositary with instructions to convert, exchange or
surrender the Preferred Stock represented thereby only
into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and
cash into which the Preferred Stock represented by such
Receipts was converted or for which such Preferred Stock
was exchanged or surrendered after giving effect to such
transaction.
16. Prevention of or Delay in Performance by
the Depositary, the Depositary's Agents, the Registrar or
the Company. Neither the Depositary nor any Depositary's
Agents nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of
any provision of any present or future law or regulation
thereunder of the United States of America or any other
governmental authority or, in the case of the Depositary,
the Depositary's Agent or any Registrar, by reason of any
provision, present or future, of the Certificate of
Incorporation (including the Certificate of Designations)
or by reason of any act of God or war or other
circumstance beyond their control, the Depositary, the
Depositary's Agent, any Registrar or the Company shall be
prevented or forbidden from doing or performing any act
or thing which the terms of the Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any
Depositary's Agent, any Registrar or the Company incur
any liability to any holder of a Receipt by reason of
nonperformance or delay, caused as aforesaid, in
performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit
Agreement except, in the case of any exercise or failure
to exercise discretion not caused as aforesaid, if caused
by the negligence or willful misconduct of the party
charged with such exercise or failure to exercise.
17. Obligations of the Depositary, the
Depositary's Agents, the Registrar and the Company.
Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company assumes any obligation or shall
be subject to any liability under the Deposit Agreement
to holders of Receipts other than for its negligence or
willful misconduct. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company
shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of
the Preferred Stock, the Depositary Shares or the
Receipts which in its opinion may involve it in expense
or liability unless indemnity satisfactory to it against
all expense and liability be furnished as often as may be
required. Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall be liable
for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants,
or information from any person presenting Preferred Stock
for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any
Registrar and the Company may each rely and shall each be
protected in acting upon any written notice, request,
direction or other document delivered by it to be genuine
and to have been signed or presented by the proper party
or parties. The Depositary shall not be responsible for
any failure to carry out any instruction to vote any of
the shares of Preferred Stock or for the manner or effect
of any such vote, as long as any such action or nonaction
is in good faith. The Depositary undertakes, and any
Registrar shall be required to undertake, to perform such
duties and only such duties as are specifically set forth
in the Deposit Agreement, and no implied covenants or
obligations shall be read into the Deposit Agreement
against the Depositary or any Registrar. The Depositary
will indemnify the Company against any liability which
may arise out of acts performed or omitted by the
Depositary or its agents due to its or their negligence
or bad faith. The Depositary, the Depositary's Agents
and any Registrar may own and deal in any class of
securities of the Company and its affiliates and in
Receipts. The Depositary may also act as transfer agent
or registrar of any of the securities of the Company and
its affiliates.
18. Resignation and Removal of Depositary.
The Depositary may at any time (i) resign by written
notice of its election to do so delivered to the Company,
such resignation to take effect upon the appointment of a
successor Depositary and its acceptance of such
appointment, or (ii) be removed by the Company by notice
of such removal delivered to the Depositary, such removal
to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, all as
provided in the Deposit Agreement.
19. Termination of Deposit Agreement. The
Deposit Agreement may be terminated by the Company or the
Depositary only after (i) all outstanding Depositary
Shares shall have been redeemed or (ii) there shall have
been made a final distribution in respect of the
Preferred Stock in connection with any liquidation,
dissolution or winding up of the Company and such
distribution shall have been distributed to the holders
of Receipts. Upon the termination of the Deposit
Agreement, the Company shall be discharged from all
obligations thereunder except for its obligations to the
Depositary, any Depositary's Agent and any Registrar with
respect to indemnification, charges and expenses, in
either case in accordance with the terms of the Deposit
Agreement.
20. Governing Law. THIS RECEIPT AND THE
DEPOSIT AGREEMENT AND ALL RIGHTS HEREUNDER AND THEREUNDER
AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or
obligatory for any propose, unless this Receipt shall
have been authenticated, manually or, if a Registrar for
the Receipts (other than the Depositary) shall have been
appointed, by facsimile signature of a duly authorized
officer of the Depositary and, if authenticated by
facsimile signature of the Depositary, shall have been
countersigned manually by such Registrar by the signature
of a duly authorized officer.
A COPY OF THE DEPOSIT AGREEMENT AND A FULL
STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, INTERESTS,
PREFERENCES AND RESTRICTIONS OF THE PREFERRED STOCK
REPRESENTED BY THIS RECEIPT AND OF EACH CLASS OF SHARES
OR SERIES THEREOF THAT THE COMPANY IS AUTHORIZED TO ISSUE
WILL BE FURNISHED BY THE COMPANY, WITHOUT CHARGE, TO EACH
HOLDER OF A RECEIPT UPON WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY AT 388 GREENWICH STREET, NEW YORK, NEW
YORK 10013.
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
____________________________________________________________
Please print or typewrite name and address of assignee
____________________________________________________________
the within Receipt and all rights and interests
represented thereby, and hereby irrevocably constitutes
and appoints
________________________________________________________,
attorney to transfer the same on the books of the within
named Depositary, with full power of substitution in the
premises.
Dated___________________________
Signature_________________________
ASSIGNMENT AND TRANSFER SIGNATURE LINES
Note: The signature to any endorsement hereon must
correspond with the name as written upon the face of this
Receipt in every particular, without alteration or
enlargement or any change whatever. If the endorsement
be executed by an attorney, executor, administrator,
trustee or guardian, the person executing the endorsement
must give his full title in such capacity, and proper
evidence of authority to act in such capacity, if not on
file with the Depositary, must be forwarded with this
Receipt. All endorsements or assignments of Receipts
must be guaranteed by a commercial bank, trust company,
securities broker or dealer, credit union, savings
association or other eligible institution which is a
member of or participant in a signature guarantee program
acceptable to the Depositary.
