<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction (IRS Employer Identification
of incorporation or No.)
organization)
388 GREENWICH STREET
NEW YORK, NY 10013
(212) 816-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEPHANIE B. MUDICK
DEPUTY GENERAL COUNSEL
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NY 10013
(212) 816-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
<PAGE>
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /X/
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- --------------- ---------------- -------------------- -------------------
Proposed Proposed
Title of Securities Amount maximum maximum Amount of
being registered being offering price aggregate Registration Fee
registered per unit(1)(2) offering price(1)(2)
- ------------------------- --------------- ---------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value 36,222,672 $46.7813 $1,694,543,686 $499,895
$.01 per share
========================= =============== ================ ==================== ===================
</TABLE>
(1) Estimated for the sole purpose of computing the registration fee.
(2) Calculated pursuant to Rule 457(c) based on the average of the high and
low prices on the New York Stock Exchange on January 12, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
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 PROPECTUS 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>
Subject to Completion Dated January 20, 1998
PROSPECTUS
36,222,672 SHARES
TRAVELERS GROUP INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This Prospectus may be used by Berkshire Hathaway Inc. ("Berkshire")
in connection with any exchanges of its 1.00% Senior Exchangeable Notes Due
December 2, 2001 (the "Notes") for up to 14,958,165 shares of Common Stock,
par value $.01 per share (the "Common Stock") of Travelers Group Inc. (the
"Company") in accordance with the terms of the Notes. The Common Stock
deliverable by Berkshire upon exchange of the Notes may include shares of
Common Stock currently owned by Berkshire or its affiliates and/or shares of
Common Stock hereafter acquired by Berkshire or its affiliates upon
conversion of shares of the Company's Cumulative Convertible Preferred Stock,
Series I (the "Series I Preferred Stock"), through open market purchases, or
in privately negotiated transactions. See "Ownership of Company Securities by
Berkshire." The Company has not received any of the net proceeds from the
sale of the Notes and will not receive any of the net proceeds from the
delivery of the Common Stock covered hereby upon any exchanges of Notes.
This Prospectus may also be used by certain Berkshire subsidiaries
who are stockholders of the Company (the "Selling Stockholders") in
connection with the offering and sale from time to time of up to 36,222,672
shares of Common Stock (as such number may be reduced to the extent any
shares of Common Stock are delivered in exchange of the Notes). The Common
Stock was issued to the Selling Stockholders in connection with the Company's
acquisition of Salomon Inc through a merger effected on November 28, 1997.
See "Selling Stockholders." The Company will not receive any proceeds from
the sale of the Common Stock offered by the Selling Stockholders.
The Selling Stockholders directly, or through agents, dealers or
underwriters designated from time to time, may sell the Common Stock offered
hereby from time to time on terms to be determined at the time of sale. The
aggregate proceeds to the Selling Stockholders from the sale of the Common
Stock offered hereby will be the purchase price thereof less the aggregate
agents' commissions and underwriters' discounts, if any, and other expenses
of the offer and sale not borne by the Company. See "Plan of Distribution."
The Selling Stockholders and any dealers, agents or underwriters that
participate with any Selling Stockholder in the offer and sale of Common Stock
may be deemed to be "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and any commission received by
them and any profit from the resale of Common Stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
and the Pacific Stock Exchange ("PSE") under the symbol "TRV." On January 16,
1998, the closing sale price of the Common Stock on the NYSE was
$50 11/16ths per share.
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.
The date of this Prospectus is January _______,1998.
<PAGE>
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, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements 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 be obtained
upon written request addressed to the Public Reference Section, 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., 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, and such
reports, proxy statements and other information can also be inspected at those
offices.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Company Registration Statement") under the Securities Act, relating to
the Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Company Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the Company
Registration Statement and to the exhibits thereto. Statements contained
herein concerning the provisions of certain documents are not necessarily
complete, and in each instance, reference is made to the copy of such
document filed as an exhibit to the Company Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act, are incorporated herein by
reference: (i) the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by Form 10-K/A dated June 26, 1997 and Form
10-K/A-2 dated October 24, 1997; (ii) the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;
(iii) the Current Reports on Form 8-K 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, November 28, 1997 and January 7, 1998, and (iv) the description of
the Company's Common Stock set forth in the Company's Registration Statement
on Form 8-B dated May 10, 1988, including any amendments or reports filed for
the purpose of updating such description.
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock pursuant to this
Prospectus shall be deemed to be incorporated by reference in this Prospectus.
Any statement contained herein or 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 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, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN
OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
INCORPORATED HEREIN BY SUCH REFERENCE, EXCEPT THE EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS). WRITTEN REQUESTS SHOULD BE DIRECTED TO CORPORATE COMMUNICATIONS
AND INVESTOR RELATIONS, TRAVELERS GROUP INC., 388 GREENWICH ST., NEW YORK,
NEW YORK 10013; TELEPHONE (212) 816-8000.
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<PAGE>
THE COMPANY
The Company is a diversified financial services holding company engaged,
through its subsidiaries, principally in four business segments: Investment
Services, including Asset Management, Consumer Finance Services, Property &
Casualty Insurance Services and Life Insurance Services.
The Company's Investment Services segment consists primarily of
investment banking, securities and commodities trading, brokerage, asset
management, and other financial services provided primarily through Salomon
Smith Barney Holdings Inc. and its subsidiaries. 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
83.4%-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 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.
- 3 -
<PAGE>
OWNERSHIP OF COMPANY SECURITIES BY BERKSHIRE
As of January 20, 1998, Berkshire beneficially owned 36,222,672
shares of Common Stock, representing approximately 3.1% of the outstanding
voting power of the Company, based on the number of shares of Common Stock
and the Series I Preferred Stock beneficially owned by Berkshire as of that
date, and assuming full conversion of the Series I Preferred Stock and no
disposition of Common Stock by Berkshire. Such beneficial ownership consists
of (i) 23,733,198 shares of Common Stock held by subsidiaries of Berkshire
and (ii) 280,000 shares of Series I Preferred Stock held by subsidiaries of
Berkshire, which shares are convertible in accordance with the terms of the
Notes into 12,489,474 shares of Common Stock at the current conversion rate.
On November 28, 1997, Salomon Inc ("Salomon") merged with a
subsidiary of the Company (the "Merger") and changed its name to Salomon
Smith Barney Holdings Inc. In connection with the Merger, common stock of
Salomon was exchanged for shares of common stock of the Company, the shares
of Salomon Series A Cumulative Convertible preferred stock were exchanged for
shares of Series I Preferred Stock of the Company, and Salomon became a
wholly owned subsidiary of the Company. In connection with the Merger and the
related Voting Agreement entered into between Berkshire and the Company,
dated as of September 24, 1997 (the "Voting Agreement"), the Company agreed
to use its best efforts to cause a registration statement to be effective
under the Securities Act (i) during each Exchange Period (as defined in the
Underwriting Agreement dated as of November 26, 1996, among Berkshire,
Salomon and the representative of the several underwriters) in order to
permit a Company prospectus to be usable by Berkshire in connection with any
exchange of Notes and (ii) with respect to any shares of Common Stock or
preferred stock received in the Merger by those Salomon affiliates (within
the meaning of Rule 145 under the Securities Act) who would be limited in
their ability to resell such shares due to the volume limitations of
paragraph (e) of Rule 144 under the Securities Act.
One-half of the remaining 280,000 shares of Series I Preferred Stock
are to be redeemed annually on each October 31 of 1998 and 1999 at $1,000 per
share plus any accrued but unpaid dividends if the shares called for
redemption are not previously converted. No cash dividends may be paid on the
Common Stock, nor may the Company repurchase any of its Common Stock, if
dividends or required redemptions of the Series I Preferred Stock are in
arrears.
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<PAGE>
Assuming that on January 30, 1998 Berkshire were to deliver the
maximum number of shares of Common Stock deliverable upon exchange of the
Notes at the current exchange rate applicable thereto, Berkshire would
beneficially own 21,264,507 shares of Common Stock, representing
approximately 1.9% of the outstanding voting power of the Company, based on
the number of shares of Common Stock and the Series I Preferred beneficially
owned by Berkshire as of January 20, 1998, and assuming full conversion of
such Series I Preferred Stock and no disposition of Common Stock by Berkshire
other than upon exchange of the Notes.
SELLING STOCKHOLDERS
In addition to using this Prospectus upon any exchanges of Notes, the
Selling Stockholders who may use this prospectus for the sale of their shares
of Common Stock from time to time. The number of shares of Common Stock
owned by each of them as of the date hereof, is set forth below.
NAME OF SELLING STOCKHOLDER NO. OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
--------------------------- -----------------------------
Columbia Insurance
Company 3,568,418
Cornhusker Casualty
Insurance Company 321,156
Cypress Insurance
Company 356,840
National Fire & Marine
Insurance Company 2,141,050
National Indemnity
Company 25,553,111
National Liability & Fire Insurance
Company 463,894
Oak River Insurance
Company 249,789
Wesco Financial
Corporation 1,784,209
Wesco-Financial
Insurance Company 1,784,209
----------
Total 36,222,672
----------
----------
___________
(1) Includes shares of Common Stock issuable upon conversion of shares of
Series I Preferred Stock owned by such stockholder.
In connection with the Merger, Berkshire agreed with the Company that
neither it nor any of the Selling Stockholders would dispose of any Company
securities until after a certain period of time following the Merger. That
period expired January ____, 1998.
PLAN OF DISTRIBUTION
A portion of the Common Stock covered hereby may be deliverable upon
exchange of the Notes in accordance with the terms of the Notes and may
include shares of Common Stock currently owned by Berkshire or its affiliates
and/or shares of Common Stock hereafter acquired by Berkshire or its
affiliates upon conversion of shares of Series I Preferred Stock, through
open market purchases, or in privately negotiated transactions.
Berkshire may be entitled to indemnification by the Company, and may
indemnify the Company, against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments that it may be required to make with respect thereto. Subsidiaries
of the Company, in the ordinary course of their business, may engage in
transactions with and perform services for Berkshire and its affiliates.
The Selling Stockholders may sell any Common Stock being offered
hereby by them directly to other purchasers, or to or through underwriters,
dealers or agents. To the extent required, a Prospectus Supplement with
respect to the Common Stock will set forth the terms of the offering of the
Common Stock, including the name(s) of any underwriters, dealers or agents,
the name(s) of the particular Selling Stockholders, the number of shares of
Common Stock to be sold, the price of the offered Common Stock, any
underwriting discounts or other items constituting underwriters'
coompensation any discounts or concessions allowed or reallowed or paid to
dealers.
The Common Stock offered hereby may be sold from time to time
directly by the Selling Stockholders or, alternatively, through underwriting
syndicates represented by one or more managing underwriters or through one or
more underwriters, broker-dealers or agents, on a firm commitment or best
efforts basis. Such Common Stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Such sales may
be effected in transactions (which may involve crosses or block transactions)
(i) on any national Securities exchange or quotation service on which the
Common Stock may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market or (iv) through the
writing of options. In connection with sales of the Common Stock offered
hereby or otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of
such Common Stock in the course of hedging the positions they assume. The
Selling Stockholders may also sell the Common Stock offered hereby short and
deliver such Common Stock to close out such short positions, or loan or
pledge such Common Stock to broker-dealers that in turn may sell such
securities. Shares of Common Stock offered hereby also may be sold pursuant
to Rule 144 under the Securities Act.
Any Selling Stockholders and any such underwriters, brokers, dealers
or agents, upon effecting the sale of the Common Stock, may be deemed
"underwriters" as that term is defined by the Securities Act.
The managing underwriter(s) or underwriter(s) with respect to a
particular underwritten offering of Common Stock, if any, will be named in
a Prospectus Supplement relating to such offering, and may include Salomon
Smith Barney, which is affiliated with the Company. Accordingly, any offering
of the Common Stock in which Salomon Smith Barney participates will be made
pursuant to the provisions of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc. The principal terms and conditions of
any such underwriting, including the purchase price of the Common Stock and
the proceeds to the Selling Stockholders from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers, will also be set forth in the Prospectus
Supplement.
If a dealer is used in the sale of any Common Stock in respect of
which this Prospectus is delivered, the Selling Stockholders may sell such
Common Stock to the dealer, as principal. The dealer may then resell such
Common Stock to the public at varying prices to be determined by such dealer
at the time of resale. To the extent required, the name of the dealer and the
terms of the transaction will be set forth in a Prospectus Supplement
relating thereto.
In connection with the sale of the Common Stock offered hereby,
underwriters or agents may receive compensation from the Company, the Selling
Stockholders or from purchasers of such Common Stock for whom they may act as
agents in the form of discounts, concessions or commission. Underwriters,
agents and dealers participating in the distribution of the Common Stock may
be deemed to be underwriters, and any such compensation received by them and
any profit on the resale of Common Stock by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Underwriters,
dealers or agents and their associates may be customers of, engage in
transactions with and perform services for, the Company and its subsidiaries
in the ordinary course of business.
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<PAGE>
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 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 years in the three-year period
ended December 31, 1996 (the "Salomon Financials"), filed 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.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Stephanie
B. Mudick, Deputy General Counsel of the Company. Ms. Mudick beneficially
owns, or has rights to acquire under the Company's employee benefit plans, an
aggregate of less than 1% of the Company's Common Stock.
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<PAGE>
<TABLE>
<S> <C>
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No dealer, salesman or any other person has TRAVELERS GROUP INC.
been authorized to give any information or to make
any representations, other than those contained in
this Prospectus, or the documents incorporated by
reference herein, in connection with the offering
contained in this Prospectus, and, if given or
made, such information or representations must not
be relied upon as having been authorized by the
Company. This Prospectus shall not constitute an COMMON STOCK
offer to sell, or a solicitation in such state. (PAR VALUE $.01 PER SHARE)
The delivery of this Prospectus does not imply
that the information herein is correct as of any
time subsequent to the date hereof.
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TABLE OF CONTENTS
PAGE
Available Information .....................2
Incorporation of Certain Documents by
Reference ...............................2
The Company................................3
Ownership of Company Securities by
Berkshire................................4
Selling Stockholders.......................5
Plan of Distribution.......................5
Experts....................................6
Legal Matters..............................6 PROSPECTUS
DATED _________, 1998
==================================================== =====================================================
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee.................................... $499,895
Printing................................................ 20,000
Fees of Independent Certified Public Accountants........ 10,000
Miscellaneous expenses.................................. 5,105
--------
Total expenses...................................... $535,000
========
Except for the SEC registration fee, all of the foregoing are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
the defense of any action, suit or
II-1
<PAGE>
proceeding referred to in subsections (a) and (b) of Section 145, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145. Section 3 of Article V of the Company's
By-laws provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws. In certain employment
agreements, the Company or its subsidiaries have also agreed to indemnify
certain officers against loss from claims made against such officers in
connection with the performance of their duties under their employment
agreements. Such indemnification is generally to the same extent as provided in
the Company's By-laws.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH of the Company's Certificate of Incorporation limits the liability
of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registrant statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment
II-2
<PAGE>
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, thereof, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
4.01 Restated Certificate of Incorporation of Travelers Group Inc.,
Certificate of Amendment to the Restated Certificate of
Incorporation, filed April 26, 1995, 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, Certificate of
Designation of 6.213% Cumulative Preferred Stock , Series G,
Certificate of Designation 6.231% Cumulative Preferred Stock,
Series H, Certificate of Designation of Series I Cumulative
Convertible Preferred Stock, Certificate of Designation of 8.08%
Cumulative Preferred Stock, Series J, Certificate of Designation
of 8.40% Cumulative Preferred Stock, Series K, Certificate of
Designation of 9.50% Cumulative Preferred Stock, Series L,
Certificate of Designation of 5.864% Cumulative Preferred Stock,
Series M, and Certificate of Designation of Cumulative Adjustable
Rate Preferred Stock, Series Y (incorporated by reference to
Exhibit 99.01 to the Form 8-A/A of Salomon Smith Barney Holdings
Inc. and SI Financing Trust I (File No. 1-04346).
4.02 By-Laws of Travelers Group Inc., as amended through April 23,
1997 (incorporated by reference to Exhibit 3.02 to Travelers
Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 1-9924)).
5.01 Opinion of Counsel as to legality of securities being registered.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.03 Consent of Arthur Andersen L.L.P., Independent Certified Public
Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney
99.01 Voting Agreement, dated as of September 24, 1997, between
Travelers Group Inc. and Berkshire Hathaway Inc. (incorporated
by reference to Exhibit 10.1 to Travelers Group Inc.'s
Registration Statement on Form S-4 (File No. 333-38647)).
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement or an amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 20th day of January, 1998.
TRAVELERS GROUP INC.
By: /s/ James Dimon
-----------------
James Dimon
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 this 20th day of January, 1998.
SIGNATURE TITLE
/s/ Sanford I. Weill
........................................ Chairman of the Board,
Sanford I. Weill Chief Executive Officer
(Principal Executive
Officer) and Director
/s/ Heidi G. Miller
........................................ Senior Vice President and
Heidi G. Miller Chief Financial Officer
(Principal Financial
Officer)
/s/ Irwin Ettinger
........................................ Executive Vice President and
Irwin Ettinger Chief Accounting Officer
(Principal Accounting
Officer)
*
........................................ Director
C. Michael Armstrong
*
........................................ Director
Judith Arron
II-5
<PAGE>
SIGNATURE TITLE
* 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
*
........................................ Director
Thomas Jones
*
........................................ Director
Ann D. Jordan
II-6
<PAGE>
*
........................................ 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>
EXHIBIT INDEX
4.01 Restated Certificate of Incorporation of Travelers Group Inc.,
Certificate of Amendment to the Restated Certificate of
Incorporation, filed April 26, 1995, 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, Certificate of
Designation of 6.213% Cumulative Preferred Stock , Series G,
Certificate of Designation 6.231% Cumulative Preferred Stock,
Series H, Certificate of Designation of Series I Cumulative
Convertible Preferred Stock, Certificate of Designation of 8.08%
Cumulative Preferred Stock, Series J, Certificate of Designation
of 8.40% Cumulative Preferred Stock, Series K, Certificate of
Designation of 9.50% Cumulative Preferred Stock, Series L,
Certificate of Designation of 5.864% Cumulative Preferred Stock,
Series M, and Certificate of Designation of Cumulative Adjustable
Rate Preferred Stock, Series Y (incorporated by reference to
Exhibit 99.01 to the Form 8-A/A of Salomon Smith Barney Holdings
Inc. and SI Financing Trust I (File No. 1-04346).
4.02 By-Laws of Travelers Group Inc., as amended through April 23,
1997 (incorporated by reference to Exhibit 3.02 to Travelers
Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 1-9924)).
5.01 Opinion of Counsel as to legality of securities being registered.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
23.03 Consent of Arthur Andersen L.L.P., Independent Certified Public
Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney
99.01 Voting Agreement, dated as of September 24, 1997, between
Travelers Group Inc. and Berkshire Hathaway Inc. (incorporated
by reference to Exhibit 10.1 to Travelers Group Inc.'s
Registration Statement on Form S-4 (File No. 333-38647)).
<PAGE>
Exhibit 5.01
January 20, 1998
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am Deputy General Counsel and Assistant Secretary of Travelers
Group Inc., a Delaware corporation (the "Company"). I have acted as counsel
to the Company in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of up to 36,222,893
shares of Common Stock, $.01 par value per share, of the Company (the
"Shares") which may be (i) delivered by Berkshire Hathaway Inc. ("Berkshire")
in connection with any exchanges of its 1.00% Senior Exchangeable Notes due
December 2, 2001 or (ii) sold by certain affiliates of Berkshire listed under
"Selling Stockholders" in the Registration Statement (the "Selling
Stockholders").
In connection with the foregoing, I, or attorneys under my
supervision, have examined the minute books and stock records of the Company,
the Restated Certificate of Incorporation and By-Laws of the Company,
the Registration Statement and the resolutions duly adopted by the Board of
Directors of the Company relating to the offering of the Shares. In addition,
I, or attorneys under my supervision, have reviewed such other documents and
instruments and have conferred with various officers and directors of the
Company and have ascertained or verified to my satisfaction such additional
facts as I have deemed necessary or appropriate for the purpose of this opinion.
In such examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified, photostatic or facsimile copies and the
authenticity of the originals of such latter documents.
Based upon the foregoing, I am of the opinion that the Shares
proposed to be delivered or sold by Berkshire and/or the Selling Stockholders
have been duly authorized and validly issued and are fully paid and
nonassessable.
<PAGE>
Travelers Group Inc.
January 20, 1998
Page 2
My opinion is limited to matters governed by the Federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. I am not admitted to the practice of law in the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters." In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Stephanie B. Mudick
------------------------
Stephanie B. Mudick
Deputy General Counsel
<PAGE>
EXHIBIT 23.01
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
January 20, 1998
<PAGE>
EXHIBIT 23.02
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
January 20, 1998
<PAGE>
EXHIBIT 23.03
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-3 Registration Statement of Travelers Group Inc. (the
"Registration Statement"), of our report dated March 13, 1997, related 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.
/s/ Arthur Andersen LLP
New York, New York
January 16, 1998
<PAGE>
EXHIBIT 24.01
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities 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 25th day of September, 1997.
/s/ C. Michael Armstrong
------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 1997.
/s/ Judith Arron
-----------------------
(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, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 1997.
/s/ Kenneth J. Bialkin
----------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 1997.
/s/ Leslie B. Disharoon
-------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 1997.
/s/ Ann D. Jordan
--------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 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 Charles O. Prince, III,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company to be
issued or reserved for issuance in connection with the transactions described in
the Registration Statement on Form S-3 to which this power of attorney is filed
as an exhibit (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, the Registration Statement on Form S-3
to which this power of attorney is filed as an exhibit, and any and all
amendments thereto, including pre-effective and/or post-effective amendments,
and any instruments, contracts, documents or other writings of which the
originals or copies thereof are to be filed as a part of, or in connection with,
said Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 24th day of September, 1997.
/s/ Joseph R. Wright, Jr.
-------------------------
(Signature)
