<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 33-63663
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 9, 1995)
$300,000,000
TRAVELERS GROUP INC.
6 5/8% NOTES DUE JANUARY 15, 2028
------------------------
Travelers Group Inc. (the "Company") is offering $300,000,000 principal
amount of its 6 5/8% Notes due January 15, 2028 (the "Notes"). Interest on the
Notes is payable semiannually on January 15 and July 15, commencing July 15,
1998. The Notes will mature on January 15, 2028. The Notes are not redeemable
prior to maturity. See "Description of Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Owners of beneficial interests in Notes will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See "Description of Notes--Book-Entry Notes."
Settlement for the Notes will be made in immediately available funds. The
Notes will trade in the Same-Day Funds Settlement System of DTC, and, to the
extent that secondary market trading activity in the Notes is effected through
the facilities of DTC, such trades will be settled in immediately available
funds. All payments of principal and interest will be made by the Company in
immediately available funds.
------------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Note 99.187% .875% 98.312%
Total $297,561,000 $2,625,000 $294,936,000
</TABLE>
(1) Plus accrued interest from January 9, 1998 to the date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated to be $75,000.
------------------------------
The Notes are offered by the Underwriters named herein, subject to prior
sale, when, as and if accepted by the Underwriters and subject to certain
conditions. It is expected that delivery of the Notes in book-entry form will be
made through the facilities of DTC, on or about January 9, 1998.
This Prospectus Supplement together with the Prospectus may also be used by
Smith Barney Inc., Salomon Brothers Inc, or any successor thereto (the "Salomon
Smith Barney Subsidiaries"), each a subsidiary of the Company, in connection
with offers and sales of the Notes in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Any Salomon
Smith Barney Subsidiary may act as principal or agent in such transactions.
------------------------
SALOMON SMITH BARNEY
ABN AMRO CHICAGO CORPORATION
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES, INC.
BEAR, STEARNS & CO. INC.
January 6, 1998
<PAGE>
Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Notes, including
over-allotment, stabilizing transactions and covering transactions. For a
description of these activities, see "Underwriting."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
------------------------
CAPITALIZATION
The following table sets forth the supplemental consolidated capitalization
of the Company at September 30, 1997, after giving retroactive effect to the
merger with Salomon Inc on November 28, 1997 in a transaction accounted for as a
pooling of interests, and as adjusted to give effect to (i) the isssuance and
sale of additional long-term debt of certain subsidiaries of the Company after
September 30, 1997 through the date hereof, including $300,000,000 of long-term
debt of Commercial Credit Company which is expected to close on January 8, 1998,
(ii) the issuance and sale of the Company's 5.864% Cumulative Preferred Stock,
Series M, (iii) the conversion, on October 17, 1997, of $140 million face amount
of the Series I Cumulative Convertible Preferred Stock of the Company into
shares of common stock of the Company, (iv) the issuance and sale of the Notes,
and (v) the application of the proceeds from the issuance and sale of long-term
debt of certain subsidiaries of the Company to the repayment of investment
banking and brokerage borrowings and short-term borrowings as if such
transactions had occurred on September 30, 1997.
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1997
------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings.......................................... $ 11,161 $ 10,426
Short-term borrowings................................................................ 3,284 2,984
Long-term debt....................................................................... 29,006 30,341
----------- -----------
Total debt......................................................................... 43,451 43,751
Redeemable Preferred Stock-Series I.................................................... 420 280
----------- -----------
TRV-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts holding
solely Junior Subordinated Debt Securities of TRV(1).................................. 1,000 1,000
----------- -----------
TAP-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts holding
solely Junior Subordinated Debt Securities of TAP(2).................................. 900 900
----------- -----------
Salomon Smith Barney-Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trust holding solely Subordinated Debt Securities of Salomon Smith
Barney(3)............................................................................. 345 345
----------- -----------
Stockholders' equity:
Preferred stock at aggregate liquidation value....................................... 1,250 1,450
Common stock and additional paid-in capital (net of treasury stock).................. 3,314 3,454
Retained earnings.................................................................... 15,218 15,218
Unrealized gain (loss) on investment securities...................................... 930 930
Other, principally unearned compensation............................................. (438) (438)
----------- -----------
Total stockholders' equity......................................................... 20,274 20,614
Total capitalization................................................................. $ 66,390 $ 66,890
----------- -----------
----------- -----------
</TABLE>
- ------------------------------
(1) The sole asset of Travelers Capital I is $412,372,000 aggregate principal
amount of 8% junior subordinated deferrable interest debentures of the
Company due September 30, 2036. The sole asset of Travelers Capital II is
$412,372,000 aggregate principal amount of 7 3/4% junior subordinated
deferrable interest debentures due December 1, 2036. The sole asset of
Travelers Capital III is $206,186,000 aggregate principal amount of 7 5/8%
junior subordinated deferrable interest debentures due December 1, 2036.
(2) The sole asset of TAP Capital I is $824,743,000 aggregate principal amount
of 8.08% junior subordinated deferrable interest debentures of TAP due April
30, 2036. The sole asset of TAP Capital II is $103,093,000 aggregate
principal amount of 8% junior subordinated deferrable interest debentures of
TAP due May 15, 2036.
(3) The sole asset of SI Financing Trust I is $355,700,000 aggregate principal
amount of 9.25% Subordinated Debt Securities of Salomon Smith Barney due
June 30, 2026.
S-2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------------
1997 1996 1995 1994 1993
----------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............................ 1.54 1.55 1.35 1.13 1.42
<CAPTION>
1992
---------
<S> <C>
Ratio of earnings to fixed charges............................ 1.40
</TABLE>
- ------------------------
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. For purposes of these ratios, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
will be used for general corporate purposes, which may include capital
contributions to subsidiaries of the Company and/or the reduction or refinancing
of borrowings of the Company or its subsidiaries. The Company expects that it
will incur additional indebtedness in the future.
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE TERMS OF THE NOTES OFFERED HEREBY (REFERRED
TO IN THE PROSPECTUS AS THE "OFFERED SECURITIES") SUPPLEMENTS THE DESCRIPTION OF
THE GENERAL TERMS OF SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH
DESCRIPTION REFERENCE IS HEREBY MADE. THE FOLLOWING SUMMARY OF THE NOTES IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO AND TO THE INDENTURE REFERRED TO
THEREIN.
The Notes will be limited to $300,000,000 in aggregate principal amount, as
a result of which, as of January 6, 1998, $700,000,000 aggregate principal
amount of Securities remains currently available to be offered by the Company
under the Registration Statements of which this Prospectus Supplement and the
accompanying Prospectus form a part. The Notes will be issued only in fully
registered form without coupons, in denominations of $1,000 and integral
multiples thereof. Initially, the Notes will be issued in the form of one or
more global notes (each, a "Book-Entry Note") registered in the name of DTC or
its nominee, as described below. The Notes will bear interest from January 9,
1998, at the annual rate set forth on the cover page of this Prospectus
Supplement and will mature on January 15, 2028. Interest will be payable
semiannually on January 15 and July 15, commencing July 15, 1998, to the persons
in whose names the Notes are registered at the close of business on the
preceding January 1 or July 1, respectively. The Notes will not be redeemable
prior to maturity and will not be subject to any sinking fund requirement.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the principal corporate trust office of the Trustee, 101
Barclay Street, Corporate Trust Services Window, Lobby Level, New York, New
York; PROVIDED, HOWEVER, that at the option of the Company, payment of interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the register of holders of Notes. Notwithstanding
the foregoing, payments of principal of and interest on Book-Entry Notes will be
made as described below.
The Indenture permits the defeasance of Securities or the defeasance of
certain of the Company's obligations under the Indenture upon the satisfaction
of the conditions described under "Description of Securities--Defeasance" in the
Prospectus. The Notes are subject to these defeasance provisions.
BOOK-ENTRY NOTES
The Notes will initially be issued in the form of one or more Book-Entry
Notes, which will be deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominee. Except as set
S-3
<PAGE>
forth below, Book-Entry Notes may not be transferred except as a whole by DTC to
a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by
DTC or any nominee to a successor of DTC or a nominee of such successor.
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to DTC or its nominee, as the case
may be, as the registered owner of the related Book-Entry Note or Notes. The
Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by participants to owners of beneficial interests in
Book-Entry Notes held through such participants will be governed by standing
customer instructions and customary practices, as is the case with securities
registered in "street name." Such instructions will be the responsibility of
such participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for
beneficial interests in the Book-Entry Notes. In addition, the Company may at
any time determine not to have its Notes represented by one or more Book-Entry
Notes, and, in such event, will issue Notes in certificated form in exchange for
beneficial interests in Book-Entry Notes. In any such instance, an owner of a
beneficial interest in a Book-Entry Note will be entitled to physical delivery
in certificated form of Notes equal in principal amount to such beneficial
interest and to have such Notes registered in its name. Notes so issued in
certificated form will be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
The Notes are expected to trade in the Same-Day Funds Settlement System of
DTC until maturity, and, to the extent that secondary market trading activity in
the Notes is effected through the facilities of DTC, such trades will be settled
in immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement dated
January 6, 1998, which incorporates by reference the Underwriting Agreement
Basic Provisions dated January 12, 1993 (together, the "Underwriting
Agreement"), the Company has agreed to sell to each of the Underwriters named
below, and each of the Underwriters has severally agreed to purchase, the
principal amount of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
- ------------ ----------------
<S> <C>
Salomon Brothers Inc............................................................................ $ 125,000,000
ABN AMRO Chicago Corporation.................................................................... 50,000,000
Chase Securities Inc............................................................................ 50,000,000
NationsBanc Montgomery Securities, Inc. ........................................................ 50,000,000
Bear, Stearns & Co. Inc......................................................................... 25,000,000
----------------
Total......................................................................................... $ 300,000,000
----------------
----------------
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the Notes
if any are taken.
The Underwriters propose to offer part of the Notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of .500%
of the principal amount under the public offering price. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of .250% of the
principal amount to certain other dealers. After the public offering, the public
offering price and the concession may be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended. Over-allotment involves sales in excess of the
offering size, which creates a short position for the Underwriters. Stabilizing
transactions involve bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Covering transactions
involve purchases of the Notes in the open market after the distribution has
been completed in order to cover short positions. Such stabilizing transactions
and covering transactions may cause the price of the Notes to be higher than it
would otherwise be in the absence of such transactions.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
Certain of the Underwriters and their affiliates may engage in transactions
(which may include commercial banking transactions) with and perform services
for the Company or one or more of its affiliates in the ordinary course of
business.
This Prospectus Supplement, together with the Prospectus, may also be used
by any Salomon Smith Barney Subsidiary in connection with offers and sales of
the Notes in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Any Salomon Smith Barney
Subsidiary may act as principal or agent in such transactions.
S-5
<PAGE>
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the Company
by Stephanie B. Mudick, counsel for the Company, 388 Greenwich Street, New York,
New York 10013 and for the Underwriters by Dewey Ballantine LLP, 1301 Avenue of
the Americas, New York, New York 10019-6092. Ms. Mudick, Deputy General Counsel
of the Company, beneficially owns, or has rights to acquire under the Company's
employee benefit plans, an aggregate of less than 1% of the common stock of the
Company. Dewey Ballantine LLP has from time to time acted as counsel for the
Company and certain of its subsidiaries and may do so in the future.
S-6
<PAGE>
PROSPECTUS
TRAVELERS GROUP INC.
Debt Securities
-------------------
Travelers Group Inc. (the "Company") may offer from time to time its debt
securities (the "Securities"), on terms to be determined at the time of sale, at
an aggregate initial offering price not expected to exceed $700,000,000 or its
equivalent in foreign currencies or composite currencies based on the applicable
exchange rate at the time of offering. The Securities may be issued in one or
more series with the same or various maturities. The specific designation, the
aggregate principal amount, the maturity, the purchase price, the denominations,
the currency, the rate (which may be fixed or variable) and time of payment of
any interest, any sinking fund, any terms of redemption at the option of the
Company or the holder, and other specific terms of the Securities in respect of
which this Prospectus is being delivered (the "Offered Securities") are set
forth in an accompanying prospectus supplement (the "Prospectus Supplement"),
together with the terms of offering of the Offered Securities.
-------------------
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 Offered Securities sold by the Company will be sold directly, or
through agents designated from time to time or through underwriters or dealers,
which may be a group of underwriters represented by one or more firms. If any
agents of the Company or any underwriters are involved in the sale by the
Company of Offered Securities, the names of such agents or underwriters and any
applicable fee, commission, purchase price or discount arrangements with them
will be set forth, or will be calculable from the information set forth, in the
Prospectus Supplement. The net proceeds to the Company from such sale will be
set forth in the Prospectus Supplement. The Company may also sell Offered
Securities directly to investors on its own behalf. This Prospectus, together
with an appropriate Prospectus Supplement, may also be used by Smith Barney Inc.
("Smith Barney"), a subsidiary of the Company, in connection with offers and
sales of the Offered Securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Smith Barney
may act as principal or agent in such transactions.
November 9, 1995
<PAGE>
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or Smith Barney. This Prospectus does not constitute an offer of
any securities other than the securities to which this Prospectus relates, or an
offer to any person in any jurisdiction where such offer would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been any change in
the affairs of the Company or its subsidiaries since the date hereof.
FOR NORTH CAROLINA PURCHASERS: These securities have not been approved or
disapproved by the Commissioner of Insurance for the State of North Carolina,
nor has the Commissioner ruled upon the accuracy or adequacy of this Prospectus.
-------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at: Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World
Trade Center, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") and the
Pacific Stock Exchange Incorporated (the "PSE"), and such reports, proxy
statements and other information can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, and the PSE, 301 Pine Street,
San Francisco, California 94104, and 233 South Beaudry Avenue, Los Angeles,
California 90012.
-------------------
The Company has filed with the Commission Registration Statements on Form
S-3 under the Securities Act of 1933, as amended (the "Act") with respect to the
Offered Securities. For further information with respect to the Offered
Securities, reference is made to the Registration Statements and exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Company's Registration Statements, each such statement being qualified in
all respects by such reference.
-------------------
IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE OFFERED SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents heretofore
filed with the Commission pursuant to the Exchange Act:
1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1994, as amended.
2. Quarterly Reports of the Company on Form 10-Q for the fiscal quarters
ended March 31, 1995 and June 30, 1995.
3. Current Reports of the Company on Form 8-K dated May 9, 1995 (filed
May 9, 1995), May 9, 1995 (filed May 11, 1995), May 25, 1995, June 25,
1995, September 14, 1995 and October 2, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of offering of Offered Securities hereby and
(ii) the date on which Smith Barney ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statements of which this Prospectus forms a part other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests should be directed to Corporate
Communications and Investor Relations, Travelers Group Inc., 388 Greenwich
Street, New York, New York 10013; telephone (212) 816-8000.
THE COMPANY
The Company is a financial services holding company engaged, through its
subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services.
The Company's Investment Services segment consists of investment
banking, asset management, brokerage and other financial services provided
through Smith Barney Holdings Inc. and its subsidiaries. The Company's
Consumer Finance Services segment includes consumer lending (including
secured and unsecured personal loans, real estate-secured loans and consumer
goods financing), and credit card and credit-related insurance services
provided through Commercial Credit Company and its subsidiaries. The
Company's Life Insurance Services segment includes individual life insurance,
annuities and pension
3
<PAGE>
programs which are offered primarily through The Travelers Insurance Company
and the Primerica Financial Services group of companies, including Primerica
Life Insurance Company. The Company's Property & Casualty Insurance Services
segment provides insurance products including workers' compensation,
liability, automobile, property and multiple-peril. In addition, this
segment provides various forms of professional liability insurance, including
directors' and officers' liability and medical malpractice insurance, product
liability, fidelity bonds, commercial umbrella and excess insurance, excess
property insurance, coverages relating to the entertainment and
transportation industries, and standard commercial property and casualty
products. Property and casualty insurance policies are issued primarily by
The Travelers Indemnity Company and its subsidiary and affiliated
property-casualty insurance companies, including Gulf 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. This
segment has also included the Company's 27% equity interest in The Travelers
Corporation ("old Travelers") (1993), lines of business retained from the sale
in 1993 of Voyager Group, Inc. and its affiliates (1993 and 1992), and the
Company's interest in Fingerhut Companies, Inc. (1992), a direct marketing
business.
In July 1993, the Company and certain of its subsidiaries acquired
substantially all of the assets and assumed certain of the liabilities of the
domestic retail brokerage business and the asset management business of Shearson
Lehman Brothers Inc. As a result of this acquisition, Smith Barney Holdings
Inc., a wholly owned subsidiary of the Company, became one of the largest retail
brokerage firms in the United States.
On December 31, 1993, the Company acquired the approximately 73% of the
common stock of old Travelers it did not already own, through the merger of old
Travelers into the Company (the "Merger"). The Company's results of operations
for periods prior to the Merger incorporated by reference in this Prospectus do
not include those of old Travelers, other than for the equity in earnings
relating to the 27% previously owned.
On January 3, 1995, the Company completed the sale of its group life and
related businesses to Metropolitan Life Insurance Company ("MetLife"). The
purchase price for the group life business was $350 million. In connection with
the sale, the Company agreed to cede to MetLife 100% of its risks in the
businesses sold on an indemnity reinsurance basis, effective January 1, 1995.
Also on January 3, 1995, the Company and MetLife, and certain of their
subsidiaries, contributed their medical businesses to The MetraHealth Companies,
Inc. ("MetraHealth"), a newly formed joint venture, in exchange for shares of
common stock of MetraHealth. The Company's total contribution to MetraHealth
amounted to approximately $483 million at carrying value. On October 3, 1995
the Company completed the sale to United HealthCare Corporation of the
approximately 48% of the capital stock of MetraHealth that it owned. The
Company received $831 million in cash from the sale and may receive up to an
additional $169 million if a contingency payment based on 1995 results is made.
The gain to the Company, not including the contingency payment, will be
approximately $100 million after tax and will be recognized in the fourth
quarter of 1995.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone (212) 816-8000. The Company was
incorporated in Delaware in 1988.
4
<PAGE>
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
Six Months Ended ----------------------------------------
June 30, 1995 1994(1) 1993 1992(2) 1991 1990
---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges..............2.02 2.32 2.79 2.63 1.85 1.56
</TABLE>
- ----------------
(1) During the second quarter of 1995 as a result of the Company's agreement to
sell its interest in The MetraHealth Companies, Inc., certain operations
have been classified as discontinued operations and, accordingly, the 1994
ratio has been restated.
(2) Included in earnings from continuing operations before income taxes (used
in this computation) is a net gain of $216.8 million from the sale of the
Company's ownership interests in Margaretten & Company, Inc., Fingerhut
Companies, Inc. and other affiliated companies. Without giving effect to
this net gain, the ratio of earnings to fixed charges for 1992 would have
been 2.33.
The ratio of earnings to fixed charges has been computed by dividing
earnings available for fixed charges by the fixed charges. For the purpose of
this ratio, earnings available for fixed charges consist of pre-tax income from
continuing operations adjusted for undistributed earnings of investees carried
on the equity basis of accounting and minority interest and fixed charges; and
fixed charges consist of interest expense and that portion of rentals deemed
representative of the appropriate interest factor.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement with
respect to the proceeds from the sale of the particular Offered Securities, the
Company intends to apply the net proceeds from the sale of the Offered
Securities for general corporate purposes, which may include capital
contributions to subsidiaries of the Company and/or the reduction or refinancing
of borrowings of the Company or its subsidiaries. If proceeds are to be applied
to reduce or refinance outstanding borrowings, the Prospectus Supplement will
include additional information relating to such borrowings.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of any Offered Securities and the
extent, if any, to which such general provisions may apply to the Securities so
offered will be described in the Prospectus Supplement relating to such
Securities.
The Securities will be issued under an indenture, between the Company
and a trustee, that has been or will be filed as an exhibit to or
incorporated by reference in the Registration Statements of which this
Prospectus forms a part. Unless otherwise indicated in an accompanying
Prospectus Supplement, the Securities will be issued under an Indenture dated
as of March 15, 1987, between Primerica Corporation, a New Jersey corporation
("old Primerica") and The Bank of New York, as Trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of December 15,
1988, among
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old Primerica, Primerica Holdings, Inc. ("Primerica Holdings") and the
Trustee, the Second Supplemental Indenture dated as of January 31, 1991,
between Primerica Holdings and the Trustee and the Third Supplemental
Indenture dated December 9, 1992, among Primerica Holdings, the Company
(f/k/a Primerica Corporation) and the Trustee (the indenture as so
supplemented is hereinafter referred to as the "Indenture"). The following
summary of the Indenture does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Indenture, a copy of which
has been incorporated by reference or filed as an exhibit to the Registration
Statements of which this Prospectus forms a part. Capitalized terms used and
not otherwise defined in this section shall have the meanings assigned to
them in the Indenture. Parenthetical section references refer to sections of
the Indenture.
General
The Securities will be unsecured general obligations of the Company. As a
holding company, the Company's sources of funds are derived principally from
sales of assets and investments, and advances and dividends from subsidiaries,
certain of which are subject to regulatory considerations. The Indenture
provides that the Securities and other unsecured debt securities of the Company,
without limitation as to aggregate principal amount, may be issued in one or
more series, and a single series may be issued at various times, with different
maturity dates and different interest rates, in each case as authorized from
time to time by the Company.
One or more series of the Securities may be issued with the same or various
maturities at par or at a discount. Federal income tax consequences and other
special considerations applicable to any Securities issued by the Company at a
discount ("Original Issue Discount Securities") will be described in the
Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement relating to Offered
Securities for the following terms thereof, where applicable:
(1) the designation of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered
Securities;
(3) the percentage of the principal amount representing the price for
which the Offered Securities shall be issued;
(4) the date or dates on which the principal of the Offered
Securities shall be payable;
(5) the rate or rates per annum (which may be fixed or variable) at
which the Offered Securities shall bear interest, if any, or the method by
which such rate or rates shall be determined;
(6) the date or dates from which any such interest shall accrue, or
the method by which such date or dates shall be determined, and the date or
dates on which any such interest shall be payable and any record dates
therefor;
(7) if other than in United States dollars, the currency or currency
unit in which payment of principal of, premium, if any, and any interest on
the Offered Securities shall be payable;
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(8) if the amount of payment of principal of, premium, if any, or any
interest on the Offered Securities may be determined with reference to an
index or formula based on a currency or currency unit other than that in
which the Offered Securities are stated to be payable, the manner in which
such amounts shall be determined;
(9) if the principal of, premium, if any, or any interest on the
Offered Securities is to be payable at the election of the Company or a
holder thereof in a currency or currency unit other than that in which the
Offered Securities are stated to be payable, the periods within which and
the terms upon which such election may be made;
(10) the place or places where the principal of, premium, if any, and
any interest on the Offered Securities shall be payable;
(11) the price or prices at which, the period or periods within which
and the terms and conditions upon which the Offered Securities may be
redeemed, in whole or in part, at the option of the Company;
(12) the obligation, if any, of the Company to redeem, purchase or
repay the Offered Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which the Offered Securities shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;
(13) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration of
acceleration of the maturity of the Offered Securities;
(14) provisions, if any, for the discharge of the Company's
indebtedness and obligations or termination of certain of its obligations
under the Indenture with respect to the Offered Securities by deposit of
funds or United States government obligations;
(15) whether the Offered Securities are to be issued in whole or in
part in the form of a Global Security and the terms and conditions, if any,
upon which such Global Security or Securities may be exchanged in whole or
in part for other definitive Securities;
(16) the date as of which any Global Security shall be dated if other
than the original issuance of the first Offered Security to be issued; and
(17) any other terms of the Offered Securities not inconsistent with
the provisions of the Indenture (Section 2.02).
Under the Indenture, the Company may authorize the issuance and provide the
terms of a series of Securities pursuant to a supplemental indenture or pursuant
to a resolution of its Board of Directors, any duly authorized committee of the
Board or any committee of officers or other representatives of the Company duly
authorized by the Board of Directors for such purpose. The provisions of the
Indenture described above provide the Company with the ability, in addition to
the ability to issue Securities with terms different from those of Securities
previously issued, to "reopen" a previous issue of a series of Securities and to
issue additional Securities of such series.
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The Securities will be issued only in registered form. Securities of a
series may be issuable in the form of one or more Global Securities, as
described below under "Global Securities." Unless otherwise provided in the
Prospectus Supplement accompanying this Prospectus, Securities denominated in
United States dollars will be issued only in denominations of $1,000 and
integral multiples thereof (Section 2.01). The Prospectus Supplement relating
to Offered Securities denominated in a foreign or composite currency will
specify the denomination thereof (Section 2.02).
The Securities may be presented for exchange, and Securities (other than a
Global Security) may be presented for registration of transfer at the principal
corporate trust office of the Trustee in The City of New York. No service
charge will be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. All Securities
presented for registration of transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed by, or accompanied by a written
instrument or instruments of transfer (in form satisfactory to the Company and
the Trustee) duly executed by, the registered holder or his attorney duly
authorized in writing (Section 2.05).
Payment and Paying Agents
Payment of principal of and premium, if any, on the Securities (other than
a Global Security) will be made in the designated currency against surrender of
such Securities at the principal corporate trust office of the Trustee in The
City of New York. Unless otherwise indicated in the Prospectus Supplement,
payment of any installment of interest on Securities will be made to the person
in whose name such Security is registered at the close of business on the Record
Date for such interest. Unless otherwise indicated in the Prospectus
Supplement, payments of such interest will be made at the principal corporate
trust office of the Trustee in The City of New York, or by a check mailed to the
holder at such holder's registered address (Sections 2.01 and 5.02).
Global Securities
The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series
(Section 1.02).
The specific terms of the depository arrangement with respect to a series
of Offered Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in any accompanying Prospectus
Supplement, the following provisions will apply to any depository arrangements.
Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities may not be transferred except as a whole by DTC to a nominee of DTC
or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee
to a successor of DTC or a nominee of such successor.
DTC has advised the Company that it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for persons that have
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accounts with DTC ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. DTC's participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own DTC. Access
to DTC's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own interests in securities
held by DTC only through participants.
Upon the issuance by the Company of a Global Security, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
participants. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in Global Securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of participants) or by
participants or persons that may hold interests through participants (with
respect to beneficial interests of beneficial ownership). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in Global Securities.
So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Global Securities for all
purposes under the Indenture. Except as provided in an accompanying Prospectus
Supplement, owners of beneficial interests in Global Securities will not be
entitled to have Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
such Securities in certificated form and will not be considered the owners or
holders thereof under the Indenture.
Covenants
Limitations on Liens. The Company has agreed that it will not, and will
not permit any Subsidiary to, incur, issue, assume or guarantee any indebtedness
for money borrowed if such indebtedness is secured by a pledge of, lien on, or
security interest in any shares of Voting Stock of any Significant Subsidiary,
whether such Voting Stock is now owned or is hereafter acquired, without
providing that each series of Securities issued under the Indenture (together
with, if the Company shall so determine, any other indebtedness or obligations
of the Company or any Subsidiary ranking equally with such Securities and then
existing or thereafter created) shall be secured equally and ratably with such
indebtedness. The foregoing limitation shall not apply to indebtedness secured
by a pledge of, lien on or security interest in any shares of Voting Stock of
any corporation at the time it becomes a Significant Subsidiary (Section 5.04).
Limitations on Mergers and Sales of Assets. The Company has agreed that it
will not enter into a merger or consolidation with another corporation or sell
other than for cash or lease all or substantially all its assets to another
corporation, or purchase all or substantially all the assets of another
corporation unless (i) either the Company is the continuing corporation, or the
successor corporation (if other than the Company) expressly assumes by
supplemental indenture the obligations evidenced by the securities issued
pursuant to the Indenture (in which case, except in the case of such a lease,
the Company will be
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discharged therefrom) and (ii) immediately thereafter, the Company or the
successor corporation (if other than the Company) would not be in default in
the performance of any covenant or condition of the Indenture (Sections 5.05
and 14.01).
Certain Definitions. The term "Significant Subsidiary" means a Subsidiary,
including its Subsidiaries, which meets any of the following conditions: (i) the
Company's and its other Subsidiaries' investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; (ii) the Company's and its other Subsidiaries' proportionate share of the
total assets (after intercompany eliminations) of the Subsidiary exceeds 10
percent of the total assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; or (iii) the Company's
and its other Subsidiaries' equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in
accounting principles of the Subsidiary exceeds 10 percent of such income of the
Company and its Subsidiaries consolidated for the most recently completed fiscal
year. The term "Subsidiary" means any corporation of which securities entitled
to elect at least a majority of the corporation's directors shall at the time be
owned, directly or indirectly, by the Company, or one or more Subsidiaries, or
by the Company and one or more Subsidiaries. The term "Voting Stock" means
capital stock the holders of which have general voting power under ordinary
circumstances to elect at least a majority of the board of directors of a
corporation, provided that, for the purposes of such definition, capital stock
which carries only the right to vote conditioned on the happening of an event
shall not be considered voting stock whether or not such event shall have
happened (Sections 1.02 and 5.04).
Modification of the Indenture
The Indenture contains provisions permitting the Company and the Trustee,
without the consent of the holders of the Securities, to establish, among other
things, the form and terms of any series of securities issuable thereunder by
one or more supplemental indentures, and, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the securities at the time
outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of the securities of such
series to be affected, provided that no such modification will (i) extend the
fixed maturity of any such securities, reduce the rate or extend the time of
payment of interest thereon, reduce the principal amount thereof or the premium,
if any, thereon, reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which any such securities
are payable, or impair the right to institute suit for the enforcement of any
such payment on or after the maturity thereof, without the consent of the holder
of each security so affected, or (ii) reduce the aforesaid percentage of
securities of any series the consent of the holders of which is required for any
such modification without the consent of the holders of all securities of such
series then outstanding, or (iii) modify, without the written consent of the
Trustee, the rights, duties or immunities of the Trustee (Sections 13.01 and
13.02).
Defaults
The Indenture provides that events of default with respect to any series of
Securities will be (i) default for 30 days in payment of interest upon any
Security of such series; (ii) default in payment of principal (other than a
sinking fund installment) or premium, if any, on any Security of such series;
(iii) default for 30 days in payment of any sinking fund installment when due by
the terms of the Securities of such series; (iv) default, for 90 days after
notice, in performance of any other covenant in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of
Securities
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other than such series); and (v) certain events of bankruptcy or insolvency
(Section 6.01). If an event of default with respect to Securities of any
series issued under the Indenture should occur and be continuing, either the
Trustee or the holders of 25% in the principal amount of outstanding Securities
of such series may declare each Security of that series due and payable (Section
6.02). The Company is required to file annually with the Trustee a statement of
an officer as to the fulfillment by the Company of its obligations under the
Indenture during the preceding year (Section 5.06).
No event of default with respect to a single series of Securities issued
under the Indenture (and any supplemental indenture) necessarily constitutes an
event of default with respect to any other series of Securities (Section 6.02).
Holders of a majority in principal amount of the outstanding Securities of
any series will be entitled to control certain actions of the Trustee under the
Indenture and to waive past defaults with respect to such series (Sections 6.02
and 6.06). Subject to the provisions of the Indenture relating to the duties of
the Trustee, the Trustee will not be under any obligation to exercise any of the
rights or powers vested in it by the Indenture at the request, order or
direction of any of the holders of Securities, unless one or more of such
holders of Securities shall have offered to the Trustee reasonable security or
indemnity (Section 10.01).
If an event of default occurs and is continuing with respect to a series of
Securities, any sums held or received by the Trustee under the Indenture may be
applied to reimburse the Trustee for its reasonable compensation and expenses
incurred prior to any payments to holders of Securities of such series (Section
6.05).
The right of any holder of any series of Securities to institute action for
any remedy (except such holder's right to enforce payment of the principal of,
premium, if any, and interest on such holder's Security when due) will be
subject to certain conditions precedent, including a request to the Trustee by
the holders of not less than 25% in principal amount of the Securities of that
series outstanding to take action, and an offer satisfactory to the Trustee of
security and indemnity against liabilities incurred by it in so doing (Section
6.07).
Defeasance
The Indenture provides that, if specified with respect to the Securities
of a particular series, the Company (a) will be deemed to have paid and
discharged the entire indebtedness on all outstanding Securities of such
series ("defeasance and discharge") or (b) will cease to be under any
obligation (other than to pay when due the principal of, premium, if any, and
interest on such Securities) with respect to the Securities of such series
("covenant defeasance"), at any time prior to Maturity, when the Company has
deposited with the Trustee, in trust for the benefit of the holders (i) funds
sufficient to pay all sums due for principal of, premium, if any, and
interest on the Securities of such series as they shall become due from time
to time, or (ii) such amount of direct obligations of, or obligations the
payment of which are unconditionally guaranteed by the full faith and credit
of, the United States of America, as will or will together with the income
thereon without consideration of any reinvestment thereof be sufficient to
pay all sums due for principal of, premium, if any, and interest on the
Securities of such series as they shall become due from time to time. In
addition to the foregoing, covenant defeasance, but not defeasance and
discharge, is conditioned upon the Company's delivery to the Trustee of an
opinion of counsel to the effect that the holders of the Securities of such
series will have no Federal income tax consequences as a result of such
deposit. Upon defeasance and discharge, the Indenture will cease to be
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of further effect with respect to the Securities of such series and the
holders of such Securities shall look only to the deposited funds or
obligations for payment. Upon covenant defeasance, however, the Company will
not be relieved of its obligation to pay when due principal of, premium, if
any, and interest on the Securities of such series if not otherwise paid from
such deposited funds or obligations. Notwithstanding the foregoing, certain
obligations and rights under the Indenture with respect to compensation,
reimbursement and indemnification of the Trustee, optional redemption,
mandatory and optional sinking fund payments, if any, registration of
transfer and exchange of the Securities of such series, replacement of
mutilated, destroyed, lost or stolen Securities and certain other
administrative provisions will survive defeasance and discharge and covenant
defeasance (Sections 11.03 and 11.04).
Under current Federal income tax law, there is a substantial risk that the
defeasance and discharge contemplated in the preceding paragraph could be
treated as a taxable exchange of the Securities for an interest in the trust.
As a consequence, each holder of the Securities would recognize gain or loss
equal to the difference between the value of the holder's interest in the trust
and holder's tax basis for the securities deemed exchanged. Thereafter, each
holder would be required to include in income his share of any income, gain and
loss recognized by the trust. Although a holder could be subject to Federal
income tax on the deemed exchange of the defeased Securities for an interest in
the trust, such holder would not receive any cash until the maturity of such
Securities. Prospective investors are urged to consult their own tax advisors
as to the specific consequences of a defeasance and discharge, including the
applicability and effect of tax laws other than the Federal income tax law.
Except to the extent described above, the Indenture does not contain any
covenants or provisions that would afford protection to holders of the
Securities in the event of a highly leveraged transaction.
Concerning the Trustee
The Bank of New York is the Trustee under the Indenture. The Company has
had and may from time to time in the future have, banking relationships with the
Trustee in the ordinary course of business.
PLAN OF DISTRIBUTION
The Company may offer the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company 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 and any securities exchanges on which
such Offered Securities may be listed.
If underwriters are used in an offering of Securities, such Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Securities may be either offered to the
public through underwriting syndicates represented by one or more managing
underwriters or by underwriters without a syndicate. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase Offered Securities will be subject to certain conditions precedent
and the underwriters will be obligated to
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purchase all such Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time.
Offered Securities also may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and the terms of any such agency (including any
commissions payable by the Company to such agent) will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
As one of the means of direct issuance of Offered Securities, the Company
may utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
The anticipated date of delivery of Offered Securities will be as set forth
in the Prospectus Supplement relating to the offering of such Securities.
This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney, an indirect subsidiary of the Company, in connection
with offers and sales of the Securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale.
Smith Barney may act as principal or agent in such transactions. Smith Barney
has no obligation to make a market in any of the Securities and may discontinue
any market-making activities at any time without notice, at its sole discretion.
The Securities issued hereunder will be new issues of securities with no
established trading market, and no assurance can be made as to the existence or
liquidity of a trading market for such Securities.
Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD") and an affiliate of the Company, may participate in
distributions of the Offered Securities. Accordingly, the offerings of Offered
Securities will conform with the requirements set forth in any applicable
sections of Schedule E to the By-Laws of the NASD.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Act. Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company and
affiliates of the Company.
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ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries,
including Smith Barney, that are involved in investment advisory and asset
management activities, the Company and any direct or indirect subsidiary of the
Company may each be considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a
"disqualified person" under corresponding provisions of the Internal Revenue
Code of 1986 (the "Code"), with respect to many employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
the Securities are acquired by an employee benefit plan with respect to which
the Company or any direct or indirect subsidiary of the Company is a party in
interest, unless such securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Securities should consult with its
legal counsel.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by Charles O. Prince, III, Esq., General Counsel of the Company, Travelers Group
Inc., 388 Greenwich Street, New York, New York 10013, or by counsel to be
identified in the Prospectus Supplement. Mr. Prince, Senior Vice President,
General Counsel and Secretary of the Company, 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.
The validity of the Offered Securities will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, incorporated or included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, 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
reports of KPMG Peat Marwick LLP covering the December 31, 1994 consolidated
financial statements and schedules refer to changes in the Company's method of
accounting for certain investments in debt and equity securities in 1994,
methods of accounting for postretirement benefits other than pensions and
accounting for postemployment benefits in 1993, and method of accounting for
income taxes in 1992. The preacquisition consolidated financial statements of
The Travelers Corporation as of December 31, 1993 and 1992, and for each of the
years in the two-year period ended December 31, 1993, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, have been
incorporated by reference herein, in reliance upon the report which includes an
explanatory paragraph referring to changes in the method of accounting and
reporting for reinsurance in 1993 and the method of accounting for
postretirement benefits other than pensions, accounting for income taxes and
accounting for foreclosed assets in 1992 (also incorporated by reference herein)
of Coopers & Lybrand L.L.P., independent accountants, and upon the authority of
said firm as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY IN ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Capitalization.................................. S-2
Ratio of Earnings to Fixed Charges.............. S-3
Use of Proceeds................................. S-3
Description of Notes............................ S-3
Underwriting.................................... S-5
Legal Opinions.................................. S-6
PROSPECTUS
Available Information........................... 2
Incorporation of Certain Documents
by Reference.................................. 3
The Company..................................... 3
Ratio of Earnings to Fixed Charges.............. 5
Use of Proceeds................................. 5
Description of Securities....................... 5
Plan of Distribution............................ 12
ERISA Matters................................... 14
Legal Matters................................... 14
Experts......................................... 14
</TABLE>
$300,000,000
TRAVELERS GROUP INC.
6 5/8% NOTES DUE JANUARY 15, 2028
-------------
PROSPECTUS SUPPLEMENT
JANUARY 6, 1998
(INCLUDING PROSPECTUS
DATED NOVEMBER 9, 1995)
-------------
SALOMON SMITH BARNEY
ABN AMRO CHICAGO CORPORATION
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES, INC.
BEAR, STEARNS & CO. INC.
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