Exhibit 1.01
TERMS AGREEMENT
September 14, 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, the
underwriters (the "Underwriters"), for whom CS First Boston Corporation,
PaineWebber Incorporated and Citicorp Securities, Inc. are acting as
representatives, offer to purchase the Securities at 98.930% of the principal
amount thereof, together with accrued interest thereon from September 15, 1995
to the date of payment and delivery. The Closing Date shall be September 19,
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: 6-5/8% Notes due September 15, 2005
Maturity: September 15, 2005
Interest Rate: 6-5/8%
Interest Payment
Dates: March 15 and September 15,
commencing March 15, 1996
Regular Record
Dates: February 28 and August 31
Initial Price to
Public: 99.552% of the principal amount thereof plus
accrued interest from September 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 September 14, 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)" and insert in lieu
thereof "(33-68760)" and any reference in the Basic Provisions to a registration
statement shall be deemed to be a reference to such registration statement on
Form S-3); (c) In the fifth line of the third paragraph of Section 3, delete the
phrase "New York Clearing House (next day)" and insert in lieu thereof "federal
or other same day"; and (d) In the fourteenth line of the third paragraph of
Section 3, delete the word "definitive" and insert in lieu thereof "global."
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.
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Please accept this offer no later than 9:00 o'clock P.M. on
September 14, 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 September 14, 1995, to purchase the Securities on the terms set
forth therein."
Very truly yours,
CS FIRST BOSTON CORPORATION
CITICORP SECURITIES, INC.
PAINEWEBBER INCORPORATED,
as Representatives
By: /s/ Robert A. Hansen
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Name: Robert A. Hansen
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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