Exhibit 1.01
CONFORMED COPY
TERMS AGREEMENT
February 17, 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 $250,000,000 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 97.895% of the principal amount thereof,
plus accrued interest from February 15, 1998 to the date of payment and
delivery. The Closing Date shall be February 20, 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: 6-7/8% Notes due February 15, 2098
Maturity: February 15, 2098
Interest Rate: 6-7/8% per annum
Interest Payment
Dates: February 15 and August 15, commencing August 15, 1998
Initial Price to
Public: 99.020% of the principal amount thereof, plus accrued
interest from February 15, 1998 to the date of payment
and delivery
Redemption
Provisions: The Securities are not redeemable by the Company prior
to maturity, except as provided below under "Additional
Terms."
Additional Terms: The Regular Record Dates are February 1 and August 1.
Upon the occurrence of a Tax Event (as hereinafter defined), the
Company will have the right (x) to shorten the maturity of the Securities to
the extent required so that the interest paid on the Securities will be
deductible for United States federal income tax purposes or (y) if in the
opinion of nationally recognized independent tax counsel, there would,
notwithstanding any shortening of the maturity of the Securities, be more
than an insubstantial risk that interest paid on the Securities is not, or
will not be, deductible for United States federal income tax purposes, by the
Company, to redeem the Securities in whole (but not in part) at a redemption
price equal to the greater of (i) 100% of the principal amount of the
Securities and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined in the Company's Prospectus Supplement dated February
17, 1998 (the "Prospectus Supplement")) discounted to the redemption date on
a semiannual basis at the Treasury Rate (as defined in the Prospectus
Supplement) plus 35 basis points, together in either case with accrued
interest to the date of redemption. "Tax Event" means that the Company shall
have received an opinion of nationally recognized independent tax counsel to
the effect that, as a result of (1) any amendment to, clarification of, or
change (including any announced prospective amendment, clarification or
change) in any law, or any regulation thereunder, of the United States, (b)
any judicial decision, official administrative pronouncement, ruling,
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory
procedure or regulation (any of the foregoing, an "Administrative or Judicial
Action"), or (c) any amendment to, clarification of, or change in any
official position with respect to, or any interpretation of, an
Administrative or Judicial Action or a law or regulation of the United States
that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after February 17, 1998, there
is more than an insubstantial increase in the risk that interest paid by the
Company on the Securities is not, or will not be, deductible, in whole or in
part, by the Company for United States federal income tax purposes.
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 Prospectus Supplement. 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.
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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)" and any reference in the Basic Provisions to a
registration statement shall be deemed to be a reference to such registration
statement 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."
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
February 17, 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 February 17, 1998, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
BANCAMERICA ROBERTSON STEPHENS
CHASE SECURITIES INC.
By: SALOMON BROTHERS INC
By: /s/ Jane E. Wiest
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Name: Jane E. Wiest
Title: Vice President
ACCEPTED:
TRAVELERS GROUP INC.
By: /s/ Firoz B. Tarapore
-------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
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Principal
Underwriter Amount
- ----------- -----------
Salomon Brothers Inc.............................. $ 62,500,000
ABN AMRO Chicago Corporation...................... $ 62,500,000
BancAmerica Robertson Stephens.................... $ 62,500,000
Chase Securities Inc.............................. $ 62,500,000
Total........................................ $250,000,000
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