Exhibit 1.01
TERMS AGREEMENT
May 9, 1995
Travelers Group Inc.
388 Greenwich Street, 20th Floor
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 $200,000,000
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
99.067% of the principal amount thereof, together with accrued interest
thereon from May 15, 1995, to the Closing Date. The Closing Date shall
be May 16, 1995 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: 7-7/8% Notes due May 15, 2025
Maturity: May 15, 2025
Interest Rate: 7-7/8%
Interest Payment
Dates: May 15 and November 15,
commencing November 15, 1995
Regular Record
Dates: April 30 and October 31
Initial Price to
Public: 99.942% of the principal amount thereof
plus accrued interest from May 15, 1995,
to the date of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity
Additional terms: The provisions of Section 11.03 and
11.04 of the Indenture relating to
defeasance shall apply to the
Securities. The Securities shall be
issuable as Registered Securities only.
Principal and interest on the Securities
shall be payable in United States
dollars. 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 May 9, 1995.
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 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 (c) in the
fourteenth line of the third paragraph of Section 3, delete the word
"definitive" and insert in lieu thereof "global".
Charles O. Prince, III, Esq., is counsel to the
Company. Dewey Ballantine 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 May 9, 1995, 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:
2
"We hereby accept your offer, set forth in the Terms
Agreement, dated May 9, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CS FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
By SMITH BARNEY INC.
By: /s/ Robert H. B. Baldwin, Jr.
------------------------------
Robert H. B. Baldwin, Jr.
Managing Director
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
------------------------
Firoz B. Tarapore
Deputy Treasurer
3
Principal
Underwriter Amount
- ----------- ---------
SMITH BARNEY INC. . . . . . . . . . . . . . . . . . . . $25,000,000
BEAR, STEARNS & CO. INC. . . . . . . . . . . . . . . . $25,000,000
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION . . $25,000,000
CS FIRST BOSTON CORPORATION . . . . . . . . . . . . . . $25,000,000
LEHMAN BROTHERS INC. . . . . . . . . . . . . . . . . . $25,000,000
J.P. MORGAN SECURITIES INC. . . . . . . . . . . . . . . $25,000,000
MORGAN STANLEY & CO. INCORPORATED . . . . . . . . . . . $25,000,000
SALOMON BROTHERS INC . . . . . . . . . . . . . . . . . $25,000,000
Total . . . . . . . . . . . . . . . . . . . $200,000,000
=============
4