<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 17, 1998
-----------------------------
Travelers Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-8000
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(Registrant's telephone number, including area code)
<PAGE>
TRAVELERS GROUP INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
Exhibit No. Description
1.01 Terms Agreement, dated February 17, 1998, among the
Company and Salomon Brothers Inc, ABN AMRO Chicago
Corporation, BancAmerica Robertson Stephens and Chase
Securities Inc., as Underwriters, relating to the offer
and sale of the Company's 6 7/8% Notes due February 15,
2098.
4.01 Form of Note for the Company's 6 7/8% Notes due
February 15, 2098.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 17, 1998 TRAVELERS GROUP INC.
By /s/ Robert Matza
-------------------------------------
Robert Matza
Vice President and Treasurer
3
<PAGE>
Exhibit 1.01
CONFORMED COPY
TERMS AGREEMENT
February 17, 1998
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
Dear Sirs:
We understand that Travelers Group Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $250,000,000 aggregate principal
amount of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not
jointly, the principal amount of Securities set forth opposite our respective
names on the list attached hereto at 97.895% of the principal amount thereof,
plus accrued interest from February 15, 1998 to the date of payment and
delivery. The Closing Date shall be February 20, 1998, at 8:30 A.M. at the
offices of the Company, 388 Greenwich Street, 20th Floor, New York, New York
10013.
The Securities shall have the following terms:
Title: 6-7/8% Notes due February 15, 2098
Maturity: February 15, 2098
Interest Rate: 6-7/8% per annum
Interest Payment
Dates: February 15 and August 15, commencing August 15, 1998
Initial Price to
Public: 99.020% of the principal amount thereof, plus accrued
interest from February 15, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company prior
to maturity, except as provided below under "Additional
Terms."
Additional Terms: The Regular Record Dates are February 1 and August 1.
<PAGE>
Upon the occurrence of a Tax Event (as hereinafter defined), the
Company will have the right (x) to shorten the maturity of the Securities to
the extent required so that the interest paid on the Securities will be
deductible for United States federal income tax purposes or (y) if in the
opinion of nationally recognized independent tax counsel, there would,
notwithstanding any shortening of the maturity of the Securities, be more
than an insubstantial risk that interest paid on the Securities is not, or
will not be, deductible for United States federal income tax purposes, by the
Company, to redeem the Securities in whole (but not in part) at a redemption
price equal to the greater of (i) 100% of the principal amount of the
Securities and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined in the Company's Prospectus Supplement dated February
17, 1998 (the "Prospectus Supplement")) discounted to the redemption date on
a semiannual basis at the Treasury Rate (as defined in the Prospectus
Supplement) plus 35 basis points, together in either case with accrued
interest to the date of redemption. "Tax Event" means that the Company shall
have received an opinion of nationally recognized independent tax counsel to
the effect that, as a result of (1) any amendment to, clarification of, or
change (including any announced prospective amendment, clarification or
change) in any law, or any regulation thereunder, of the United States, (b)
any judicial decision, official administrative pronouncement, ruling,
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory
procedure or regulation (any of the foregoing, an "Administrative or Judicial
Action"), or (c) any amendment to, clarification of, or change in any
official position with respect to, or any interpretation of, an
Administrative or Judicial Action or a law or regulation of the United States
that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after February 17, 1998, there
is more than an insubstantial increase in the risk that interest paid by the
Company on the Securities is not, or will not be, deductible, in whole or in
part, by the Company for United States federal income tax purposes.
The Securities shall be issuable as Registered Securities only.
The Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC") or its
nominee. Beneficial interests in the Securities will be shown on, and
transfers thereof will be effected only through, records maintained by DTC
and its participants. Owners of beneficial interests in Securities will be
entitled to physical delivery of Securities in certificated form only under
the limited circumstances described in the Prospectus Supplement. Principal
and interest on the Securities shall be payable in United States dollars.
The provisions of Sections 11.03 and 11.04 of the Indenture relating to
defeasance shall apply to the Securities.
2
<PAGE>
All the provisions contained in the document entitled "Primerica
Corporation-Debt Securities-Underwriting Agreement Basic Provisions" and
dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Terms Agreement: (a)
All references to Primerica Corporation shall refer to Travelers Group Inc.;
(b) In the first line of Section 2(a), delete "(33-55542)" and insert in lieu
thereof "(33-63663)" and any reference in the Basic Provisions to a
registration statement shall be deemed to be a reference to such registration
statement on Form S-3; (c) In the fifth line of the third paragraph of
Section 3, delete the phrase "New York Clearing House (next day)" and insert
in lieu thereof "federal or other same day"; and (d) In the fourteenth line
of the third paragraph of Section 3, delete the word "definitive" and insert
in lieu thereof "global."
The Underwriters hereby agree in connection with the underwriting
of the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Stephanie B. Mudick, Esq., Deputy General Counsel of the Company,
is counsel to the Company. Dewey Ballantine LLP is counsel to the
Underwriters.
The Securities will be made available for checking and packaging at
the designated office of The Bank of New York at least 24 hours prior to the
Closing Date.
Please accept this offer no later than 9:00 o'clock P.M. on
February 17, 1998, by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
3
<PAGE>
"We hereby accept your offer, set forth in the Terms Agreement,
dated February 17, 1998, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
BANCAMERICA ROBERTSON STEPHENS
CHASE SECURITIES INC.
By: SALOMON BROTHERS INC
By: /s/ Jane E. Wiest
------------------
Name: Jane E. Wiest
Title: Vice President
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
-------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Principal
Underwriter Amount
- ----------- -----------
Salomon Brothers Inc.............................. $ 62,500,000
ABN AMRO Chicago Corporation...................... $ 62,500,000
BancAmerica Robertson Stephens.................... $ 62,500,000
Chase Securities Inc.............................. $ 62,500,000
Total........................................ $250,000,000
-------------
-------------
</TABLE>
5
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EXHIBIT 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894190 AY 3
NO. R-_______ U.S. $______________
TRAVELERS GROUP INC.
6 7/8% Note Due February 15, 2098
TRAVELERS GROUP INC., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Specimen , or its registered
assigns, the principal sum of _______________ Dollars ($______________) on
February 15, 2098, and to pay interest thereon from February 15, 1998, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 15 and August 15 in each year,
commencing August 15, 1998, at the rate of 6 7/8% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security is registered at the close of business on the Record Date for
such interest, which shall be the February 1 or August 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the holder on such Record Date and shall be paid to
the Person in whose name this Security is registered on a subsequent Record
Date, such Record Date to be not less than five days prior to the date of
payment of such defaulted interest, established by notice given by mail by or
on behalf of the Company to the holders of Securities not less than 15 days
preceding such subsequent Record Date.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may
<PAGE>
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the register of holders of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: February 20, 1998
TRAVELERS GROUP INC.
By: Specimen
----------------------
Robert Matza
Vice President and
Treasurer
By: Specimen
----------------------
Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under
the Indenture described herein.
Dated: February 20, 1998
The Bank of New York, as Trustee
By:___________________________
Authorized Signatory
2
<PAGE>
TRAVELERS GROUP INC.
6 7/8% Notes Due February 15, 2098
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and
the Trustee, and the Third Supplemental Indenture, dated as of December 9,
1992, among the Company, Holdings and the Trustee (as so amended, herein
called the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated as set forth above, limited in aggregate
principal amount to $250,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount except as otherwise provided herein.
Upon the occurrence of a Tax Event (as defined below), the Company will
have the right to shorten the maturity of the Securities of this series to
the minimum extent required, in the opinion of nationally recognized
independent tax counsel, such that, after the shortening of the maturity,
interest paid on the Securities of this series will be deductible for United
States federal income tax purposes or, if such counsel is unable to opine
definitively as to such a minimum period, the minimum extent so required as
determined in good faith by the Board of Directors of the Company, after
receipt of an opinion of such counsel regarding the applicable legal
standards. In the event that the Company elects to exercise its right to
shorten the maturity of the Securities of this series upon the occurrence of
a Tax Event, the Company will mail a notice of shortened maturity to each
holder of the Securities of this series by first-class mail not more than 60
days after the occurrence of such Tax Event, stating the new maturity date of
the Securities of this series. Such notice shall be effective immediately
upon mailing.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or a law or
regulation of the United States that differs from the theretofore generally
accepted position or interpretation, in each case, occurring on or after
February 17, 1998, there is more than an insubstantial increase in the risk
that interest paid by the Company on the Securities of this series is not, or
will not be, deductible, in whole or in part, by the Company for United
States federal income tax purposes.
If a Tax Event occurs and in the opinion of nationally recognized
independent tax counsel, there would, notwithstanding any shortening of the
maturity of the Securities of this series, be more than an
3
<PAGE>
insubstantial risk that interest paid by the Company on the Securities of
this series is not, or will not be, deductible, in whole or in part, by the
Company for United States federal income tax purposes, the Company will have
the right, within 90 days following the occurrence of such Tax Event, to
redeem the Securities of this series in whole (but not in part), on not less
than 30 or more than 60 days' notice mailed to holders of the Securities of
this series, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Securities of this series and (ii) the sum of the
present values of the Remaining Scheduled Payments (as defined below) thereon
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 35 basis points, together in either case with accrued interest on
the principal amount being redeemed to the date of redemption. On and after
the redemption date, interest will cease to accrue on the Securities of this
series called for redemption. On or before any redemption date, the Company
shall deposit with a paying agent (or the Trustee) money sufficient to pay the
redemption price of and accrued interest on the Securities of this series to
be redeemed on such date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such redemption date) of the
Comparable Treasury Issue (as defined below), assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for such redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.
"Independent Investment Banker" means one of the Reference Treasury Dealers
(as defined below) appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer as
of 3:30 p.m., New York City time on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, ABN AMRO
Chicago Corporation, BancAmerica Robertson Stephens, Chase Securities Inc.,
Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, and Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury
Dealer.
4
<PAGE>
"Remaining Scheduled Payments" means, with respect to each Security of
this series to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such redemption
date is not an interest payment date with respect to such Security of this
series, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to such redemption
date.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Securities of this series are subject to satisfaction, discharge and
defeasance as provided in Sections 11.03 and 11.04 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
Securities at the time outstanding which are affected thereby, to modify the
Indenture or any supplemental indenture or the rights of the holders of
Securities of such series to be affected, provided that no such modification
will (i) extend the fixed maturity of any 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 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.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of different authorized denominations, as
requested by the holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company
5
<PAGE>
may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
6
<PAGE>
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
------------------------------
The following abbreviations, when used in the inscription on the first
page of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT -- ---------------------------------------
(Cust)
Custodian ---------------------------------------
(Minor)
under Uniform Gifts to Minors Act of
---------------------------------------
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
<PAGE>
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
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the within Security of Travelers Group Inc. and does hereby irrevocably
constitute and appoint
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Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated:
------------------ -------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the first page of the within Security in
every particular, without alteration or
enlargement or any change whatever, and be
guaranteed.
