UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its Charter)
Delaware 52-1568099
(State of incorporation or organization) (I.R.S. Employer Identification no.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Act and is effective
effective upon filing pursuant to pursuant to General Instruction
General Instruction A.(c) please A.(d) please check the following
check the following box. box.
Securities Act registration statement file number to which this form relates:
333-27155
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Depositary Shares, each representing New York Stock Exchange
1/5th of a share of 5.864% Cumulative
Preferred Stock, Series M
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See the information set forth under the headings "Description of Preferred
Stock Offered Hereby" and "Description of Depositary Shares" in the Registration
Statement on Form S-3 (No. 333-27155) and "Description of Series M Preferred
Stock" and "Description of Depositary Shares" in the Prospectus Supplement dated
October 3, 1997 filed pursuant to Rule 424(b)(5) of the Securities Act of 1933,
as amended (the "Act").
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-27155) of the Registrant
(the "Registration Statement").
2.2 Certificate of Designation of 5.864% Cumulative Preferred Stock,
Series M, of the Registrant, incorporated by reference to Exhibit
4.01 to the Registrant's Current Report on Form 8-K dated October 3,
1997.
2.3 Form of Deposit Agreement, incorporated by reference to Exhibit 4.18
to the Registration Statement.
2.4 Form of Depositary Receipt, incorporated by reference to Exhibit
4.19 to the Registration Statement.
2.5 Prospectus Supplement dated October 3, 1997 filed pursuant to Rule
424(b)(5) of the Act.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRAVELERS GROUP INC.
Date: June 2, 1998
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Deputy Treasurer
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