<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 52-1568099
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
------------------------
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
STEPHANIE B. MUDICK, ESQ.
DEPUTY GENERAL COUNSEL
TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(Name, address, including zip code, and telephone number, including
area code, of agent for service for registrant)
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of the registration statement, as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2)
<S> <C> <C> <C>
Debt Securities(4)........... $1,550,000,000 100% $1,550,000,000
<CAPTION>
TITLE OF EACH CLASS
OF SECURITIES TO BE AMOUNT OF
REGISTERED REGISTRATION FEE(3)
<S> <C>
Debt Securities(4)........... $457,250
</TABLE>
(1) Or, if any securities are issued at an original issue discount, such greater
amount as shall result in an aggregate offering price of $1,550,000,000.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(o). Any offering of securities denominated in any
foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such securities
from the registrant.
(3) Up to $450,000,000 principal amount of debt securities previously registered
pursuant to the Company's Registration Statement No. 33-63663 and not issued
will be offered by the Prospectus contained in this Registration Statement.
A filing fee associated with such debt securities in the amount of $241,374
was previously paid in connection with the filing of Registration Statement
No. 33-63663.
(4) This registration statement also relates to offers and sales of Debt
Securities by Salomon Brothers Inc, Smith Barney Inc. and any broker-dealer
subsequently acquired directly or indirectly by the Company, each an
affiliate of the Company, and any successor thereto, in market-making
transactions.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Pursuant to Rule 429, the Prospectus contained in this Registration
Statement will also be used in connection with the offering of up to
$450,000,000 principal amount of Debt Securities previously registered pursuant
to the Company's Registration Statement No. 33-63663 and not issued. In the
event any such previously registered Debt Securities are offered prior to the
effective date of this Registration Statement, they will not be included in any
Prospectus hereunder.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION DATED APRIL 28, 1998
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 $2,000,000,000 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.
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 Salomon Brothers Inc, Smith Barney
Inc. and any broker-dealer subsequently acquired directly or indirectly by the
Company (including any successor thereto, the "Broker-Dealer Subsidiaries"),
each an affiliate 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. Any Broker-Dealer Subsidiary may
act as principal or agent in such transactions.
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.
, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED
HEREBY, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "PLAN OF DISTRIBUTION."
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, AGENT
OR DEALER. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS
SUBSIDIARIES SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY RELATED
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports 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;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and Seven World Trade Center, New York, New York 10048. Copies of
such material can 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 Commission also maintains a site on the World Wide Web, the address
of which is http://www.sec.gov, that contains reports, proxy statements and
information statements and other information regarding issuers, such as the
Company, that file electronically with the Commission. The Company's Common
Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") and the
Pacific Exchange, Inc. (the "PCX"), 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 PCX, 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 "Securities Act"), with
respect to the Offered Securities. This Prospectus does not contain all the
information set forth in the Registration Statements, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. 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.
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<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, 1997.
2. Current Reports of the Company on Form 8-K dated January 6, 1998,
January 26, 1998, February 17, 1998, April 6, 1998, April 8, 1998 and April
20, 1998.
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 any Broker-Dealer Subsidiary 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.
RECENT DEVELOPMENTS
On April 6, 1998, the Company and Citicorp announced that they entered into
a definitive agreement to combine in a merger of equals. Pursuant to the merger
agreement, each outstanding share of common stock, par value $1.00 per share, of
Citicorp will be converted into the right to receive 2.5 shares of common stock,
$.01 par value per share, of the Company and each share of preferred stock of
Citicorp will be converted into a share of a substantially identical series of
preferred stock of the Company. The transaction, which is expected to be
completed during the third quarter of 1998, is subject to various regulatory
approvals, including approval by the Federal Reserve Board. The transaction is
also subject to approval by the stockholders of each of the Company and
Citicorp. The transaction will be a tax-free exchange and will be accounted for
on a "pooling of interests" basis. Information about Citicorp is included in its
periodic reports and other materials filed with the Commission.
THE COMPANY
The Company is a diversified financial services holding company engaged,
through its subsidiaries, principally in four business segments: Investment
Services, including Asset Management, Consumer Finance Services, Property &
Casualty Insurance Services and Life Insurance Services.
The Company's Investment Services segment consists of investment banking,
securities and commodities trading, asset management, brokerage and other
financial services provided through subsidiaries of Salomon Smith Barney
Holdings Inc. The Company's Consumer Finance Services segment includes consumer
lending services conducted primarily under the name "Commercial Credit," as well
as credit-related insurance and credit card services. The Company's Property &
Casualty Insurance Services segment includes the operations of Travelers
Property Casualty Corp., an 83% owned subsidiary of the
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<PAGE>
Company, and its subsidiary and affiliated property-casualty companies, which
provide a wide range of commercial and personal property and casualty insurance
products and services to businesses, government units, associations and
individuals. The Company's Life Insurance Services segment includes individual
life insurance, annuities and pension programs which are offered primarily
through The Travelers Insurance Company, The Travelers Life and Annuity Company
and the Primerica Financial Services group of companies, including Primerica
Life Insurance Company.
In addition to its four business segments, the Company's Corporate and Other
segment consists of unallocated expenses and earnings primarily related to
interest, corporate administration, and certain corporate investments.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone (212) 816-8000.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1997 1996 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Ratio of earnings to fixed charges............................................ 1.43 1.55 1.35 1.13
<CAPTION>
1993
---------
<S> <C>
Ratio of earnings to fixed charges............................................ 1.42
</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, 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.
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
or to which it relates. 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 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
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<PAGE>
reference or filed as an exhibit to the Registration Statements of which this
Prospectus forms a part or to which it relates. 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 interest on the
Offered Securities shall be payable;
(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;
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<PAGE>
(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.
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
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<PAGE>
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 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
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<PAGE>
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 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).
8
<PAGE>
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 instalment) 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 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
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<PAGE>
such deposit. Upon defeasance and discharge, the Indenture will cease to be 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 one or more of the following ways
from time to time: (i) to or through underwriters or dealers; (ii) directly; or
(iii) through agents. Any such underwriters, dealers or agents may include any
Broker-Dealer Subsidiary. The Prospectus Supplement with respect to an offering
of Offered Securities will set forth (i) the terms of such offering, including
the name or names of any underwriters, dealers or agents, (ii) the purchase
price of the Offered Securities and the proceeds to the Company from such sale,
(iii) any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation, (iv) the initial public
offering price, (v) any discounts or concessions to be allowed or reallowed or
paid to dealers and (vi) any securities exchanges on which such Offered
Securities may be listed. Any initial public offering prices, discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
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 one or more
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 purchase all such Offered Securities if any are purchased.
In connection with underwritten offerings of the Offered Securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise affect
the market price of the Offered Securities at levels above those which might
otherwise
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<PAGE>
prevail in the open market, including by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids. A stabilizing bid
means the placing of any bid, or the effecting of any purchase, for the purpose
of pegging, fixing or maintaining the price of a security. A syndicate covering
transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in
connection with the offering. A penalty bid means an arrangement that permits
the managing underwriter to reclaim a selling concession from a syndicate member
in connection with the offering when Offered Securities originally sold by the
syndicate member are purchased in syndicate covering transactions. Such
transactions may be effected on the NYSE, in the over-the-counter market, or
otherwise. Underwriters are not required to engage in any of these activities.
Any such activities, if commenced, may be discontinued at any time.
If dealers are utilized in the sale of Offered Securities, the Company will
sell such Offered Securities to the dealers as principals. The dealers may then
resell such Offered Securities to the public at varying prices to be determined
by such dealers at the time of resale. The names of the dealers and the terms of
the transaction will be set forth in the Prospectus Supplement relating thereto.
Offered Securities may be sold directly by the Company to one or more
institutional purchasers, or through agents designated by the Company from time
to time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the
Offered Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by the Company to such agent will be set
forth, in the Prospectus Supplement relating thereto. 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 from certain types
of 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.
Each of the Broker-Dealer Subsidiaries are members of the National
Association of Securities Dealers, Inc. (the "NASD") and subsidiaries of the
Company, and may participate in distributions of the Offered Securities.
Accordingly, the offerings of Offered Securities will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
This Prospectus together with an applicable Prospectus Supplement may also
be used by any Broker-Dealer Subsidiary 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. Any Broker-Dealer
Subsidiary may act as principal or agent in such transactions. No Broker-Dealer
Subsidiary has any obligation to make a market in any of the Offered Securities
and may discontinue any market-making activities at any time without notice, at
its sole discretion.
Underwriters, dealers and agents may be entitled, under agreements with the
Company, to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Underwriters, dealers and agents
may be customers of, engage in transactions with, or perform services for, the
Company and affiliates of the Company in the ordinary course of business.
Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered Securities
are sold for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
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<PAGE>
discontinue any market making at any time without notice. The Offered Securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the Offered Securities.
ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries,
including insurance company subsidiaries and the Broker-Dealer Subsidiaries,
that provide services to many employee benefit plans, including investment
advisory and asset management services, 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 Stephanie B. Mudick, Esq., Deputy General Counsel of the Company, 388
Greenwich Street, New York, New York 10013, or by counsel to be identified in
the Prospectus Supplement. Ms. Mudick, Deputy General Counsel and Assistant
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. Certain legal matters will be passed upon for the underwriters or
agents by Dewey Ballantine LLP, New York, New York. 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. A member of Dewey Ballantine LLP
participating in this matter is the beneficial owner of shares of the Company's
Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, incorporated or included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, and incorporated by reference
herein, have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, as set forth in their reports thereon (also incorporated by
reference herein), which reports state that KPMG Peat Marwick LLP did not audit
the consolidated financial statements of Salomon Inc and its subsidiaries,
appearing in Salomon Inc's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "Salomon Financials"), as of December 31, 1996 and for
each of the two years in the period ended December 31, 1996 and that their
opinion with respect to any amounts derived from the Salomon Financials is based
on the report of Arthur Andersen LLP. The consolidated financial statements of
the Company referred to above are incorporated by reference herein in reliance
upon such reports given upon the authority of said firms as experts in
accounting and auditing.
The consolidated financial statements of Citicorp and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1997 and 1996, included in
the Company's Current Report on Form 8-K dated April 8, 1998, have been
incorporated by reference herein, in reliance upon the report (also incorporated
by reference herein) of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the Company
in connection with the Securities being registered hereby. All of the fees set
forth below are estimates except for the Commission registration fee and the
NASD fee.
<TABLE>
<CAPTION>
Securities and Exchange Commission Filing Fee............... $ 457,250
<S> <C>
NASD Filing Fee............................................. 30,500
Rating Agency Fees.......................................... 400,000
Blue Sky Fees and Expenses.................................. 5,000
Trustees' Fees and Expenses................................. 5,000
Printing Fees and Expenses.................................. 150,000
Accounting Fees and Expenses................................ 100,000
Legal Fees and Expenses..................................... 50,000
Miscellaneous............................................... 2,250
----------
Total................................................. $1,200,000
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of
II-1
<PAGE>
any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. Section Three of Article V of the Company's By-Laws provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
The Company also provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including, subject to certain exceptions,
liabilities under the federal securities laws. In certain employment agreements,
the Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same extent as provided in the Company's
By-laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts of omissions
not in good faith or which involve international misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Tenth of the Company's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------------
<C> <S>
1.01 Underwriting Agreement Basic Provisions, dated January 12, 1993, incorporated by reference to Exhibit 1.01
to Amendment No. 1 to the Company's Registration Statement on Form S-3 (No. 33-55542).
4.01 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"), incorporated by reference to Exhibit
4.01 to the Company's Registration Statement on Form S-3 (No. 33-55542).
4.02 First Supplemental Indenture, dated as of December 15, 1988, among old Primerica, Primerica Holdings, Inc.
("Primerica Holdings") and the Trustee, incorporated by reference to Exhibit 4.02 to the Company's
Registration Statement on Form S-3 (No. 33-55542)
4.03 Second Supplemental Indenture, dated as of January 31, 1991, between Primerica Holdings and the Trustee,
incorporated by reference to Exhibit 4.03 to the Company's Registration Statement on Form S-3 (No.
33-55542).
4.04 Third Supplemental Indenture, dated as of December 9, 1992, among Primerica Holdings, Primerica Corporation
and the Trustee, incorporated by reference to Exhibit 5 to the Company's Form 8-A dated December 21,
1992, with respect to the Company's 7 3/4% Notes Due June 15, 1999 (File No. 1-9924).
5.01 Opinion of Stephanie B. Mudick, Deputy General Counsel of the Company, as to the legality of securities
being registered.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------------
12.01 Computation of ratio of earnings to fixed charges, incorporated by reference to Exhibit 12.01 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9924).
<C> <S>
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
23.03 Consent of Arthur Andersen LLP, Independent Certified Public Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
25.01 Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, Trustee, incorporated by reference to Exhibit 25.01 to the Company's Registration Statement on Form
S-3 (No. 33-63663).
</TABLE>
ITEM 17. UNDERTAKING.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by Travelers Group Inc. pursuant to Section 13 or Section
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act") that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Travelers
Group Inc.'s Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration
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<PAGE>
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Travelers Group
Inc. hereby certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 28th day of April, 1998.
TRAVELERS GROUP INC.
By /s/ JAMES DIMON
-----------------------------------------
James Dimon
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 28th day of April, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
Chairman of the Board,
/s/ SANFORD I. WEILL Chief Executive Officer
- ------------------------------ (Principal Executive
Sanford I. Weill Officer) and Director
Senior Vice President and
/s/ HEIDI G. MILLER Chief Financial Officer
- ------------------------------ (Principal Financial
Heidi G. Miller Officer)
Executive Vice President
/s/ IRWIN ETTINGER and Chief Accounting
- ------------------------------ Officer (Principal
Irwin Ettinger Accounting Officer)
- ------------------------------ Director
C. Michael Armstrong
*
- ------------------------------ Director
Judith Arron
*
- ------------------------------ Director
Kenneth J. Bialkin
*
- ------------------------------ Director
Joseph A. Califano, Jr.
/s/ JAMES DIMON
- ------------------------------ Director
James Dimon
*
- ------------------------------ Director
Leslie B. Disharoon
*
- ------------------------------ Director
Gerald R. Ford
II-5
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
*
- ------------------------------ Director
Thomas W. Jones
*
- ------------------------------ Director
Ann D. Jordan
*
- ------------------------------ Director
Robert I. Lipp
*
- ------------------------------ Director
Michael Masin
*
- ------------------------------ Director
Deryck C. Maughan
*
- ------------------------------ Director
Dudley C. Mecum
*
- ------------------------------ Director
Andrall E. Pearson
*
- ------------------------------ Director
Frank J. Tasco
*
- ------------------------------ Director
Linda J. Wachner
*
- ------------------------------ Director
Joseph R. Wright, Jr.
*
- ------------------------------ Director
Arthur Zankel
*By: /s/ JAMES DIMON
-------------------------
James Dimon
ATTORNEY-IN-FACT
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------------
<C> <S>
1.01 Underwriting Agreement Basic Provisions, dated January 12, 1993, incorporated by reference to Exhibit 1.01
to Amendment No. 1 to the Company's Registration Statement on Form S-3 (No. 33-55542).
4.01 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"), incorporated by reference to Exhibit
4.01 to the Company's Registration Statement on Form S-3 (No. 33-55542).
4.02 First Supplemental Indenture, dated as of December 15, 1988, among old Primerica, Primerica Holdings, Inc.
("Primerica Holdings") and the Trustee, incorporated by reference to Exhibit 4.02 to the Company's
Registration Statement on Form S-3 (No. 33-55542)
4.03 Second Supplemental Indenture, dated as of January 31, 1991, between Primerica Holdings and the Trustee,
incorporated by reference to Exhibit 4.03 to the Company's Registration Statement on Form S-3 (No.
33-55542).
4.04 Third Supplemental Indenture, dated as of December 9, 1992, among Primerica Holdings, Primerica Corporation
and the Trustee, incorporated by reference to Exhibit 5 to the Company's Form 8-A dated December 21,
1992, with respect to the Company's 7 3/4% Notes Due June 15, 1999 (File No. 1-9924).
5.01 Opinion of Stephanie B. Mudick, Deputy General Counsel of the Company, as to the legality of securities
being registered.
12.01 Computation of ratio of earnings to fixed charges, incorporated by reference to Exhibit 12.01 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9924).
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
23.02 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
23.03 Consent of Arthur Andersen LLP, Independent Certified Public Accountants.
23.04 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
25.01 Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, Trustee, incorporated by reference to Exhibit 25.01 to the Company's Registration Statement on Form
S-3 (No. 33-63663).
</TABLE>
<PAGE>
Exhibit 5.01
April 28, 1998
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am Deputy General Counsel and Assistant Secretary of Travelers Group
Inc., a Delaware corporation (the "Company"). I refer to the proposed
registration by the Company under the Securities Act of 1933, as amended (the
"Act"), of $2,000,000,000 aggregate principal amount of the Company's proposed
debt securities (the "Securities"), under a registration statement on Form S-3,
filed on or about the date hereof (the "Registration Statement").
I, or attorneys under my supervision, have examined and am familiar with
originals, or copies certified or otherwise identified to my satisfaction, of
such corporate records of the Company, certificates or documents as I have
deemed appropriate as a basis for the opinions expressed below. In my
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a duly organized and existing corporation under the laws
of the State of Delaware.
2. Assuming the taking of appropriate further corporate action by the
Company, the effectiveness of the Registration Statement under the Act, the due
execution and delivery of the Securities on behalf of the Company, the due
authentication of the Securities by The Bank of New York, as Trustee (the
"Trustee") under the Indenture dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and the Trustee, 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 Holdings, the Company
(formerly known as Primerica Corporation) and the Trustee (as supplemented, the
"Indenture"), or any successor Trustee under the Indenture, and the sale and
delivery of the Securities at the price and in accordance with the terms set
forth in the Registration Statement and the supplement or supplements to the
Prospectus referred to therein, the Securities will thereupon be legal, valid
and binding obligations of the Company and will be entitled to the benefits of
such Indenture.
My opinion is limited to matters governed by the Federal laws of the
United States of America, the laws of the state of New York and the General
Corporation Law of the state of Delaware.
<PAGE>
Travelers Group Inc.
April 28, 1998
Page 2
I consent to the use of this opinion in the Registration Statement and to
the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters." In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stephanie B. Mudick
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Group Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Travelers Group Inc. of our reports dated January 26, 1998, which
are incorporated by reference or included in the 1997 Annual Report on Form 10-K
of Travelers Group Inc. and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KMPG Peat Marwick LLP
New York, New York
April 27, 1998
<PAGE>
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Citicorp:
We consent to the incorporation by reference of our report dated January 20,
1998 relating to the consolidated balance sheets of Citicorp and subsidiaries
as of December 31, 1997 and 1996, the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1997, and the related consolidated
balance sheets of Citibank, N.A. and subsidiaries as of December 31, 1997 and
1996, in the Registration Statement on Form S-3 of Travelers Group Inc., and
the reference to our firm under the heading "Experts" in the Registration
Statement. Our report with respect to these consolidated financial statements
is included in the 1997 Citicorp Annual Report and Form 10-K.
/s/ Citicorp
New York, New York
April 28, 1998
<PAGE>
Exhibit 23.03
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-3 Registration Statement of Travelers Group Inc. (the
"Registration Statement"), of our report dated March 13, 1997, relating to the
consolidated statement of financial condition of Salomon Inc and subsidiaries as
of December 31, 1996 and 1995, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996, which report is incorporated by
reference or included in the annual report on Form 10-K of Travelers Group Inc.
for the year ended December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
New York, New York
April 23, 1998
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of April, 1998.
/s/ Judith Arron
------------------------
Judith Arron
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Kenneth J. Bialkin
------------------------
Kenneth J. Bialkin
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 28th
day of April, 1998.
/s/ Joseph A. Califano, Jr.
---------------------------
Joseph A. Califano, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of April, 1998.
/s/ Leslie B. Disharoon
---------------------------
Leslie B. Disharoon
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of April, 1998.
/s/ Gerald R. Ford
---------------------------
Gerald R. Ford
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Thomas W. Jones
---------------------------
Thomas W. Jones
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Ann D. Jordan
---------------------------
Ann D. Jordan
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Robert I. Lipp
---------------------------
Robert I. Lipp
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Michael Masin
---------------------------
Michael Masin
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Deryck C. Maughan
---------------------------
Deryck C. Maughan
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Dudley C. Mecum
---------------------------
Dudley C. Mecum
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Andrall E. Pearson
---------------------------
Andrall E. Pearson
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of April, 1998.
/s/ Frank J. Tasco
---------------------------
Frank J. Tasco
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Linda J. Wachner
---------------------------
Linda J. Wachner
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Joseph R. Wright, Jr.
---------------------------
Joseph R. Wright, Jr.
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS GROUP INC., a Delaware corporation (the "Company"), does hereby
constitute and appoint Sanford I. Weill, James Dimon, Irwin Ettinger and
Charles O. Prince, III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, to do or cause to be done
any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents, or any of them, may deem
advisable or necessary to enable the Company to comply with the Securities
Act of 1933, as amended (the "Securities Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities of the Company
to be issued or reserved for issuance in connection with the transactions
described in the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically,
but without limiting the generality of the foregoing, power and authority to
sign, in the name and on behalf of the undersigned as a director of the
Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a registration statement under Rule 462(b)
of the Securities Act, or another appropriate form in respect of the
registration of the Securities and any and all amendments thereto, including
pre-effective and/or post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies
thereof are to be filed as a part of, or in connection with, any such
Registration Statement or amendments, and to file or cause to be filed the
same with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
28th day of April, 1998.
/s/ Arthur Zankel
---------------------------
Arthur Zankel
