SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 April 6, 1998 (April 5, 1998)
event reported):
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)
TRAVELERS GROUP INC.
Current Report on Form 8-K
Item 5. Other Events.
On April 6, 1998, Travelers Group Inc. (the "Company") and
Citicorp ("Citicorp") announced that they entered into a definitive
agreement to combine in a merger of equals (the "Merger") . The Merger has
been approved by the Boards of Directors of the Company and Citicorp.
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. 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 this summer,
is subject to various regulatory approvals, including approval by the
Federal Reserve Board. The Merger is also subject to approval by the
stockholders of the Company and Citicorp. The Merger will be a tax-free
exchange and will be accounted for on a "pooling of interests" basis.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description
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2.01 Agreement and Plan of Merger between
Travelers Group Inc. and Citicorp
dated as of April 5, 1997
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's duly authorized signatory.
Dated: April 6, 1998
TRAVELERS GROUP INC.
By: /s/ Charles O. Prince, III
Name: Charles O. Prince, III
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
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2.01 Agreement and Plan of Merger between Travelers Group
Inc. and Citicorp dated as of April 5, 1998.