Exhibit 1.01
TERMS AGREEMENT
January 6, 1998
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
Dear Sirs:
We understand that Travelers Group Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not
jointly, the principal amount of Securities set forth opposite our respective
names on the list attached hereto at 98.312% of the principal amount thereof,
plus accrued interest from January 9, 1998 to the date of payment and
delivery. The Closing Date shall be January 9, 1998, 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 January 15, 2028
Maturity: January 15, 2028
Interest Rate: 6-5/8% per annum
Interest Payment
Dates: January 15 and July 15, commencing
July 15, 1998
Initial Price to
Public: 99.187% of the principal amount thereof, plus accrued
interest from January 9, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company
prior to maturity.
Additional terms: The Regular Record Dates are January 1 and July 1.
The Securities shall be issuable as
Registered Securities only. 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 January 6, 1998. Principal and
interest on the Securities shall be payable in United
States dollars. The provisions of Sections 11.03 and
11.04 of the Indenture relating to defeasance shall
apply to the Securities.
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 "(33-63663), including a prospectus (which prospectus also relates to
$300,000,000 aggregate principal amount of securities of the Company
previously registered on a registration statement on Form S-3 (33-68760))" and
any reference in the Basic Provisions to a registration statement shall be
deemed to be a reference to such registration statements 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."
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The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Stephanie B. Mudick, Esq., Deputy General Counsel of the Company, is
counsel to the Company. Dewey Ballantine LLP 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.
Please accept this offer no later than 9:00 o'clock P.M. on January
6, 1998, 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:
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"We hereby accept your offer, set forth in the Terms Agreement,
dated January 6, 1998, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
CHASE SECURITIES INC.
NATIONBANC MONTGOMERY SECURITIES, INC.
BEAR, STEARNS & CO. INC.
By: SALOMON BROTHERS INC
By: /s/ John Binnie
------------------------------
Name: John Binnie
Title: Managing Director
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Robert Matza
------------------------------
Name: Robert Matza
Title: Vice President
and Treasurer
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Principal
Underwriter Amount
- ----------- ----------
Salomon Brothers Inc....................................$125,000,000
ABN AMRO Chicago Corporation............................$ 50,000,000
Chase Securities Inc....................................$ 50,000,000
NationsBanc Montgomery Securities, Inc..................$ 50,000,000
Bear, Stearns & Co. Inc.................................$ 25,000,000
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Total..............................................$300,000,000
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