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
April 8, 1998 (April 8, 1998)
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Date of report (Date of earliest event reported)
Travelers Group Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9924 52-1568099
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
388 Greenwich Street
New York, New York 10013
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(Address of Principal Executive Offices and Zip Code)
(212) 816-8000
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(Registrant's telephone number, including area code)
TRAVELERS GROUP INC.
Form 8-K
Item 5. Other Events.
On April 5, 1998, Travelers Group Inc. and Citicorp
agreed to combine in a merger of equals (the "Merger"). In connection with
the Merger, the consolidated financial statements of Citicorp and its
subsidiaries as of December 31, 1997 and 1996 and for each of the years in
the three-year period ended December 31, 1997 are being filed as Exhibit
99.01 to this Form 8-K and are incorporated herein by reference. Certain
pro forma financial information with respect to the proposed transaction is
being filed as Exhibit 99.02 to this Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
23.01 Consent of KPMG Peat Marwick LLP.
99.01 Consolidated balance sheets of Citicorp and its
subsidiaries as of December 31, 1997 and 1996
and for each of the years in the three-year
period ended December 31, 1997, together with
the notes thereto and the report of the
independent auditors.
99.02 Unaudited Pro Forma Condensed Combined Statement
of Financial Position as of December 31, 1997,
Unaudited Pro Forma Condensed Combined
Statements of Income for the years ended
December 31, 1997, 1996 and 1995, and the notes
thereto.
SIGNATURES
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: April 8, 1998
TRAVELERS GROUP INC.
By: /s/ William T. Bozarth
____________________________
Name: William T. Bozarth
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description
23.01 Consent of KPMG Peat Marwick LLP.
99.01 Consolidated balance sheets of Citicorp and its
subsidiaries as of December 31, 1997 and 1996
and for each of the years in the three-year
period ended December 31, 1997, together with
the notes thereto and the report of the
independent auditors.
99.02 Unaudited Pro Forma Condensed Combined Statement
of Financial Position as of December 31, 1997,
Unaudited Pro Forma Condensed Combined
Statements of Income for the years ended
December 31, 1997, 1996 and 1995, and the notes
thereto.