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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 1998
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Travelers Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-8000
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(Registrant's telephone number, including area code)
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TRAVELERS GROUP INC.
Current Report on Form 8-K
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits:
Exhibit No. Description
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1.01 Terms Agreement, dated January 6, 1998, among the
Company and Salomon Brothers Inc, ABN AMRO Chicago
Corporation, Chase Securities Inc., NationsBanc
Montgomery Securities, Inc. and Bear, Stearns & Co.
Inc., as Underwriters, relating to the offer and sale
of the Company's 6 5/8% Notes due January 15, 2028.
4.01 Form of Note for the Company's 6 5/8% Notes due January
15, 2028.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 8, 1998 TRAVELERS GROUP INC.
By /s/ Robert Matza
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Robert Matza
Vice President and Treasurer
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Exhibit 1.01
TERMS AGREEMENT
January 6, 1998
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
Dear Sirs:
We understand that Travelers Group Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not
jointly, the principal amount of Securities set forth opposite our respective
names on the list attached hereto at 98.312% of the principal amount thereof,
plus accrued interest from January 9, 1998 to the date of payment and
delivery. The Closing Date shall be January 9, 1998, at 8:30 A.M. at the
offices of the Company, 388 Greenwich Street, 20th Floor, New York, New York
10013.
The Securities shall have the following terms:
Title: 6-5/8% Notes due January 15, 2028
Maturity: January 15, 2028
Interest Rate: 6-5/8% per annum
Interest Payment
Dates: January 15 and July 15, commencing
July 15, 1998
Initial Price to
Public: 99.187% of the principal amount thereof, plus accrued
interest from January 9, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company
prior to maturity.
Additional terms: The Regular Record Dates are January 1 and July 1.
The Securities shall be issuable as
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Registered Securities only. The Securities will be
initially represented by one or more global
Securities registered in the name of The Depository
Trust Company ("DTC") or its nominee. Beneficial
interests in the Securities will be shown on, and
transfers thereof will be effected only through,
records maintained by DTC and its participants.
Owners of beneficial interests in Securities will be
entitled to physical delivery of Securities in
certificated form only under the limited
circumstances described in the Company's Prospectus
Supplement dated January 6, 1998. Principal and
interest on the Securities shall be payable in United
States dollars. The provisions of Sections 11.03 and
11.04 of the Indenture relating to defeasance shall
apply to the Securities.
All the provisions contained in the document entitled "Primerica
Corporation-Debt Securities-Underwriting Agreement Basic Provisions" and dated
January 12, 1993 (the "Basic Provisions"), a copy of which you have previously
received, are, except as indicated below, herein incorporated by reference in
their entirety and shall be deemed to be a part of this Terms Agreement to the
same extent as if the Basic Provisions had been set forth in full herein.
Terms defined in the Basic Provisions are used herein as therein defined.
Basic Provisions varied with respect to this Terms Agreement: (a)
All references to Primerica Corporation shall refer to Travelers Group Inc.;
(b) In the first line of Section 2(a), delete "(33-55542)" and insert in lieu
thereof "(33-63663), including a prospectus (which prospectus also relates to
$300,000,000 aggregate principal amount of securities of the Company
previously registered on a registration statement on Form S-3 (33-68760))" and
any reference in the Basic Provisions to a registration statement shall be
deemed to be a reference to such registration statements on Form S-3; (c) In
the fifth line of the third paragraph of Section 3, delete the phrase "New
York Clearing House (next day)" and insert in lieu thereof "federal or other
same day"; and (d) In the fourteenth line of the third paragraph of Section 3,
delete the word "definitive" and insert in lieu thereof "global."
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The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Stephanie B. Mudick, Esq., Deputy General Counsel of the Company, is
counsel to the Company. Dewey Ballantine LLP is counsel to the Underwriters.
The Securities will be made available for checking and packaging at
the designated office of The Bank of New York at least 24 hours prior to the
Closing Date.
Please accept this offer no later than 9:00 o'clock P.M. on January
6, 1998, by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
3
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"We hereby accept your offer, set forth in the Terms Agreement,
dated January 6, 1998, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
CHASE SECURITIES INC.
NATIONBANC MONTGOMERY SECURITIES, INC.
BEAR, STEARNS & CO. INC.
By: SALOMON BROTHERS INC
By: /s/ John Binnie
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Name: John Binnie
Title: Managing Director
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Robert Matza
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Name: Robert Matza
Title: Vice President
and Treasurer
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Principal
Underwriter Amount
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Salomon Brothers Inc....................................$125,000,000
ABN AMRO Chicago Corporation............................$ 50,000,000
Chase Securities Inc....................................$ 50,000,000
NationsBanc Montgomery Securities, Inc..................$ 50,000,000
Bear, Stearns & Co. Inc.................................$ 25,000,000
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Total..............................................$300,000,000
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EXHIBIT 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 894190 AQ 0
NO. R-____ U.S. $______________
TRAVELERS GROUP INC.
6 5/8% NOTE DUE JANUARY 15, 2028
TRAVELERS GROUP INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to SPECIMEN , or its registered assigns,
the principal sum of _______________ Dollars ($______________) on January 15,
2028, and to pay interest thereon from January 9, 1998, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15 in each year, commencing July 15, 1998,
at the rate of 6 5/8% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Record Date for such interest, which shall be the January 1 or
July 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the holder on such Record
Date and shall be paid to the Person in whose name this Security is registered
on a subsequent Record Date, such Record Date to be not less than five days
prior to the date of payment of such defaulted interest, established by notice
given by mail by or on behalf of the Company to the holders of Securities not
less than 15 days preceding such subsequent Record Date.
Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of
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interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the register of holders of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: January 9, 1998
TRAVELERS GROUP INC.
By: Specimen
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Robert Matza
Vice President and
Treasurer
By: Specimen
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Charles O. Prince, III
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
The Bank of New York, as Trustee
By:___________________________
Authorized Signatory
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TRAVELERS GROUP INC.
6 5/8% NOTES DUE JANUARY 15, 2028
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and the
Trustee, and the Third Supplemental Indenture, dated as of December 9, 1992,
among the Company, Holdings and the Trustee (as so amended, herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated as set forth above, limited in aggregate principal amount to
$300,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge
and defeasance as provided in Sections 11.03 and 11.04 of the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, without the consent of the holders of the Securities, to establish,
among other things, the form and terms of any series of Securities issuable
thereunder by one or more supplemental indentures, and, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of Securities at
the time outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series
to be affected, provided that no such modification will (i) extend the fixed
maturity of any Securities, reduce the rate or extend the time of payment of
interest thereon, reduce the principal amount thereof or the premium, if any,
thereon, reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which Securities are
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities
of any series the consent of the holders of which is required for any such
modification without the consent of the holders of all Securities of such series
then outstanding, or (iii) modify, without the written consent of the Trustee,
the rights, duties or immunities of the Trustee.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by the
holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the first
page of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
Custodian ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Travelers Group Inc. and does hereby irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: __________________ ________________________________________
NOTICE: The signature to this
assignment must correspond with the name
as it appears upon the first page of the
within Security in every particular,
without alteration or enlargement or any
change whatever, and be guaranteed.
