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
Date of Report (Date of earliest event reported) November 28, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
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At 8:00 a.m. (Eastern Standard Time) on November 28, 1997, pursuant
to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 24, 1997, among Travelers Group Inc., a Delaware corporation
("Travelers" or the "Company"), Diamonds Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Travelers ("Sub"), and Salomon Inc, a
Delaware corporation ("Salomon"), Sub merged with and into Salomon (the
"Merger"). Salomon, which continued as the surviving corporation in the Merger
and became a wholly owned subsidiary of Travelers, changed its name to Salomon
Smith Barney Holdings Inc. ("Salomon Smith Barney").
As a result of the Merger, (i) each share of the common stock, par value
$1.00 per share, of Salomon ("Salomon Common Stock") issued and outstanding
immediately prior to the Merger, together with the associated preferred stock
purchase rights attached thereto ("Salomon Rights"), was converted into 1.695
shares of common stock, par value $.01 per share, of Travelers ("Travelers
Common Stock"); (ii) each issued and outstanding share of Series A Cumulative
Convertible Preferred Stock, no par value, of Salomon, together with the
associated Salomon Rights, was converted into the right to receive one share of
Series I Cumulative Convertible Preferred Stock, par value $1.00 per share, of
Travelers; (iii) each issued and outstanding share of Salomon 8.08% Cumulative
Preferred Stock, Series D, no par value ("Salomon Series D Stock"), and Salomon
8.40% Cumulative Preferred Stock, Series E, no par value ("Salomon Series E
Stock"), were converted into the right to receive one share of 8.08% Cumulative
Preferred Stock, Series J, par value $1.00 per share, and 8.40% Cumulative
Preferred Stock, Series K, par value $1.00 per share, of Travelers,
respectively; and (iv) the right to receive one share of Salomon 9.50%
Cumulative Preferred Stock, Series F, no par value, was converted into the right
to receive one share of 9.50% Cumulative Preferred Stock, Series L, $1.00 par
value per share, of Travelers. As in the case of the Salomon Series D Stock and
Salomon Series E Stock, each share of the corresponding series of Travelers
Series J Stock and Travelers Series K Stock is represented by depositary shares,
each of which represents a one-twentieth (1/20th) interest in the corresponding
series of Travelers preferred stock. Cash will be paid in lieu of fractional
shares of Travelers Common Stock. The transaction was a tax-free exchange and
was accounted for on a pooling of interest basis.
As of December 1, 1997, Deryck C. Maughan, who had previously served on
the Salomon Board of Directors, was elected to the Travelers Board of Directors.
Following the Merger, Travelers merged another of its subsidiaries, Smith
Barney Holdings Inc., a Delaware corporation, with and into Salomon Smith
Barney. Salomon Smith Barney continued as the surviving corporation in this
subsequent merger and
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now holds all of the investment banking, proprietary trading, retail brokerage
and asset management operations previously owned by Salomon and Smith Barney
Holdings Inc.
ITEM 5. OTHER EVENTS.
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See Item 7(a) below for certain financial statements filed as Exhibits
99.01 through 99.04 to this Form 8-K and incorporated herein by reference.
The descriptions of the material pending legal proceedings involving
Salomon Smith Barney or its subsidiaries that appear (a) under the heading
"Legal Proceedings" on pages 2 through 6 of Salomon's Annual Report on Form 10-K
for the year ended December 31, 1996 and (b) in the first paragraph on page 19
of Salomon's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997 are incorporated herein by reference. Copies of the pertinent paragraphs of
such filings are included as Exhibits 99.05 and 99.06 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements
The audited supplemental consolidated financial statements of the Company
as of December 31, 1996 and 1995 and for each of the years in the three-year
period ended December 31, 1996, including Management's Discussion and Analysis
of Financial Condition and Results of Operations of the Company are filed as
Exhibit 99.01 to this Form 8-K and are incorporated herein by reference. These
supplemental financial statements give retroactive effect to the merger of
Salomon and Sub on November 28, 1997, which has been accounted for as a pooling
of interests as described in Note 1 to the supplemental consolidated financial
statements. Generally accepted accounting principles proscribe giving effect to
a consummated business combination accounted for by the pooling of interests
method in financial statements that do not include the date of consummation. The
supplemental consolidated financial statements do not extend through the date of
consummation. However, they will become the historical consolidated financial
statements of the Company after financial statements covering the date of
consummation of the business combination are issued.
The unaudited supplemental condensed consolidated financial statements of
the Company for the fiscal quarter ended March 31, 1997, including Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Company, are filed as Exhibit 99.02 to this Form 8-K and are incorporated herein
by reference.
The unaudited supplemental condensed consolidated financial statements of
the Company for the fiscal quarter ended June 30, 1997, including Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Company, are filed as Exhibit 99.03 to this Form 8-K and are incorporated herein
by reference.
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The unaudited supplemental condensed consolidated financial statements of
the Company for the fiscal quarter ended September 30, 1997, including
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company, are filed as Exhibit 99.04 to this Form 8-K and are
incorporated herein by reference.
Salomon's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997, which includes the unaudited condensed consolidated financial
statements of Salomon and its subsidiaries as of September 30, 1997 and for the
nine-month periods ended September 30, 1997 and 1996 is filed as Exhibit 99.07
to this Form 8-K and is incorporated herein by reference.
(c) Exhibits:
See Exhibit Index attached hereto.
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EXHIBIT INDEX
Exhibit No. Description
12.01 Supplemental Computation of Ratio of Earnings to Fixed Charges
for each of the fiscal years in the five-year period ending
December 31, 1996
12.02 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the three months ended March 31, 1997
12.03 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the six months ended June 30, 1997
12.04 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the nine months ended September 30, 1997
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Arthur Andersen LLP
27.01 Financial Data Schedule relating to the fiscal year ended
December 31, 1996
27.02 Financial Data Schedule relating to the three months ended
March 31, 1997
27.03 Financial Data Schedule relating to the six months ended June
30, 1997
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27.04 Financial Data Schedule relating to the nine months ended
September 30, 1997.
99.01 Audited Supplemental Consolidated Financial Statements of the
Company 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, including Management's Discussion and
Analysis of Financial Condition and Results of Operations
99.02 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at March 31,
1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.03 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at June 30,
1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.04 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at September
30, 1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.05 Pages 2 to 6 of Salomon Inc's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996
99.06 The first paragraph appearing on page 19 of Salomon Inc's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997
99.07 Salomon Inc's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997
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99.08 Copies of the settlement documents relating to the resolution
of certain governmental investigations of Salomon Inc and its
subsidiaries with respect to the U.S. Treasury auction and
related matters (incorporated by reference to Exhibit 28(a) to
Salomon Inc's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992)
99.09 Copies of the amended and consolidated complaints filed in
connection with In re Salomon Inc Securities Litigation, In re
Salomon Brothers Treasury Litigation and In re Salomon Inc
Shareholders' Derivative Litigation (incorporated by reference
to Exhibit 28(b) to Salomon Inc's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
99.10 Report of Arthur Andersen LLP dated March 13, 1997 relating to
the historical consolidated financial statements of Salomon
Inc and its subsidiaries as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31,
1996 (incorporated by reference to the report of Arthur
Andersen LLP included in Exhibit 99.01 to the Company's
Current Report on Form 8-K dated September 24, 1997).
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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: November 28, 1997 TRAVELERS GROUP INC.
By /s/ William T. Bozarth
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EXHIBIT INDEX
Exhibit No. Description
12.01 Supplemental Computation of Ratio of Earnings to Fixed Charges
for each of the fiscal years in the five-year period ending
December 31, 1996
12.02 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the three months ended March 31, 1997
12.03 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the six months ended June 30, 1997
12.04 Supplemental Computation of Ratio of Earnings to Fixed Charges
for the nine months ended September 30, 1997
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Arthur Andersen LLP
27.01 Financial Data Schedule relating to the fiscal year ended
December 31, 1996
27.02 Financial Data Schedule relating to the three months ended
March 31, 1997
27.03 Financial Data Schedule relating to the six months ended June
30, 1997
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27.04 Financial Data Schedule relating to the nine months ended
September 30, 1997.
99.01 Audited Supplemental Consolidated Financial Statements of the
Company 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, including Management's Discussion and
Analysis of Financial Condition and Results of Operations
99.02 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at March 31,
1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.03 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at June 30,
1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.04 Unaudited Supplemental Condensed Consolidated Financial
Statements of the Company and its subsidiaries at September
30, 1997, including Management's Discussion and Analysis of
Financial Condition and Results of Operations
99.05 Pages 2 to 6 of Salomon Inc's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996
99.06 The first paragraph appearing on page 19 of Salomon Inc's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997
99.07 Salomon Inc's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997
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99.08 Copies of the settlement documents relating to the resolution
of certain governmental investigations of Salomon Inc and its
subsidiaries with respect to the U.S. Treasury auction and
related matters (incorporated by reference to Exhibit 28(a) to
Salomon Inc's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992)
99.09 Copies of the amended and consolidated complaints filed in
connection with In re Salomon Inc Securities Litigation, In re
Salomon Brothers Treasury Litigation and In re Salomon Inc
Shareholders' Derivative Litigation (incorporated by reference
to Exhibit 28(b) to Salomon Inc's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
99.10 Report of Arthur Andersen LLP dated March 13, 1997 relating to
the historical consolidated financial statements of Salomon
Inc and its subsidiaries as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31,
1996 (incorporated by reference to the report of Arthur
Andersen LLP included in Exhibit 99.01 to the Company's
Current Report on Form 8-K dated September 24, 1997).
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