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 event reported) September 24, 1997
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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 September 24, 1997, Travelers Group Inc. (the "Company") and Salomon
Inc ("Salomon") announced that they have entered into a definitive agreement
pursuant to which a wholly owned subsidiary of the Company will merge with and
into Salomon. The transaction has been approved by the Boards of Directors of
both the Company and Salomon. Pursuant to the Merger Agreement, Salomon common
stockholders will receive 1.13 shares of the Company's common stock for each
share of Salomon common stock that they own, for a total value of approximately
$9 billion; each share of preferred stock of Salomon will be converted into a
share of a substantially identical series of preferred stock of the Company; and
Salomon will become a wholly owned subsidiary of the Company. After the merger,
Salomon and Smith Barney Holdings Inc., a wholly owned subsidiary of the
Company, will merge to form Salomon Smith Barney Holdings Inc.
The transaction is expected to be completed by year-end 1997. It is
subject to various regulatory approvals, including under the Hart-Scott-Rodino
Antitrust Improvements Act and by certain regulatory entities, and approval by
Salomon stockholders. The merger will be a tax-free exchange and will be
accounted for on a "pooling of interests" basis.
The consolidated financial statements of Salomon and its subsidiaries as
of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996 are being filed as Exhibit 99.01 to this Form 8-K and
are incorporated herein by reference. The unaudited consolidated financial
statements of Salomon and its subsidiaries as of June 30, 1997 and for the
six-month periods ended June 30, 1997 and 1996 are being filed as Exhibit 99.02
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 99.03 to this Form 8-K and is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit No. Description
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2.01 Agreement and Plan of Merger among Travelers Group
Inc., Diamonds Acquisition Corp. and Salomon Inc,
dated as of September 24, 1997
23.01 Consent of Arthur Andersen LLP
99.01 Consolidated financial statements of Salomon Inc
and its subsidiaries as of December 31, 1996 and
1995 and for each of the years in the three-year
period ended December 31, 1996, together with the
notes thereto and the report of the independent
auditors
99.02 Unaudited consolidated financial statements of
Salomon Inc as of June 30, 1997 and for the
six-month periods ended June 30, 1997 and 1996,
together with the notes thereto
99.03 Unaudited Pro Forma Condensed Combined Statement
of Financial Position as of June 30, 1997, and
Unaudited Pro Forma Condensed Combined Statement
of Income for the six months ended June 30, 1997
and 1996 and for each of the years in the
three-year period ended December 31, 1996
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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 hereunto duly authorized.
Dated: September 25, 1997
TRAVELERS GROUP INC.
By: /s/ Charles O. Prince, III
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Charles O. Prince, III
Executive Vice President,
General Counsel and
Secretary