EXHIBIT 1.01
TERMS AGREEMENT
May 25, 1995
Travelers Group Inc.
388 Greenwich Street, 20th Floor
New York, New York 10013
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Travelers Group Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000
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 underwriter (the "Underwriter"), offer to purchase
the Securities at 99.409% of the principal amount thereof, together with
accrued interest thereon from June 1, 1995 to the date of payment and
delivery. The Closing Date shall be June 2, 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: 6-7/8% Notes due June 1, 2025
Maturity: June 1, 2025
Interest Rate: 6-7/8%
Interest Payment
Dates: June 1 and December 1,
commencing December 1, 1995
Regular Record
Dates: May 15 and November 15
Initial Price to
Public: 99.909% of the principal amount thereof plus
accrued interest from June 1, 1995 to the date
of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity. The holders of the
Securities have a one-time option to require
the Company to repurchase the Securities on
June 1, 2005, exercisable as set forth in the
Company's Prospectus Supplement dated May 25,
1995.
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 25, 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 first line of Section 2(a), delete "(33-55542), including a
prospectus," and insert in lieu thereof "(33-68760), 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 (33-55542))," and any reference to 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".
Charles O. Prince, III, Esq., is counsel to the Company.
Dewey Ballantine is counsel to the Underwriter.
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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 25, 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:
"We hereby accept your offer, set forth in the Terms
Agreement, dated May 25, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
SALOMON BROTHERS INC
By: /s/ Pamela Kendall
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Name: Pamela Kendall
Title: Vice President
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Deputy Treasurer
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