Bond CitiCorp 7.625% ( US17305HAA68 ) in USD

CitiCorp

110 % ▲

United States

US17305HAA68 ( in USD )

7.625% per year ( payment 2 times a year)

01/12/2036

Prospectus brochure of the bond Citigroup US17305HAA68 en USD 7.625%, maturity 01/12/2036

1 000 USD

200 000 000 USD

17305HAA6

BB+ ( Non-investment grade speculative )

N/A

01/12/2025 ( In 36 days )

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17305HAA68, pays a coupon of 7.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2036
The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17305HAA68, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
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<SEC-DOCUMENT>0000912057-96-028047.txt : 19961203
<SEC-HEADER>0000912057-96-028047.hdr.sgml : 19961203
ACCESSION NUMBER:
0000912057-96-028047
CONFORMED SUBMISSION TYPE:
424B2
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
19961202
SROS:
NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
TRAVELERS GROUP INC
CENTRAL INDEX KEY:
0000831001
STANDARD INDUSTRIAL CLASSIFICATION:
FIRE, MARINE & CASUALTY INSURANCE
[6331]
IRS NUMBER:
521568099
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
424B2
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-12439
FILM NUMBER:
96675007
BUSINESS ADDRESS:
STREET 1:
388 GREENWICH ST
STREET 2:
LEGAL DEPT 20TH FLOOR
CITY:
NEW YORK
STATE:
NY
ZIP:
10013
BUSINESS PHONE:
2128168000
MAIL ADDRESS:
STREET 1:
388 GREENWICH ST
STREET 2:
LEGAL DEPT 20TH FLOOR
CITY:
NEW YORK
STATE:
NY
ZIP:
10013
FORMER COMPANY:
FORMER CONFORMED NAME:
TRAVELERS INC
DATE OF NAME CHANGE:
19940103
FORMER COMPANY:
FORMER CONFORMED NAME:
PRIMERICA CORP /NEW/
DATE OF NAME CHANGE:
19920703
FORMER COMPANY:
FORMER CONFORMED NAME:
COMMERCIAL CREDIT GROUP INC
DATE OF NAME CHANGE:
19890102
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<DESCRIPTION>424(B)(2)

<TEXT>
<PAGE>
File Pursuant to Rule 424(b)(2)
Registration No. 333-12439
PROSPECTUS SUPPLEMENT
To Prospectus dated October 1, 1996)
200,000 TRUST PREFERRED SECURITIES
TRAVELERS CAPITAL III
7 5/8% TRUST PREFERRED SECURITIES
(LIQUIDATION AMOUNT $1,000 PER TRUST PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
TRAVELERS GROUP INC.
------------
The 7 5/8% Trust Preferred Securities (the "Preferred Securities") offered
hereby represent preferred undivided beneficial interests in the assets of
Travelers Capital III, a statutory business trust formed under the laws of the
State of Delaware ("TRV Capital" or the "Trust"). Travelers Group Inc., a
Delaware corporation (the "Company"), will directly or indirectly own all the
common securities (the "Common Securities" and, together with the Preferred
Securities, the "Trust Securities") representing undivided beneficial interests
in the assets of TRV Capital. TRV Capital exists for the sole purpose of issuing
the Preferred Securities and Common Securities and investing the proceeds
thereof in an equivalent amount of 7 5/8% Junior Subordinated Deferrable
Interest Debentures due December 1, 2036 (the "Junior Subordinated Debt
Securities") of the Company.
(continued on next page)
SEE "RISK FACTORS" BEGINNING ON PAGE S-8 FOR A DISCUSSION OF FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED
SECURITIES MAY BE DEFERRED AND THE RELATED UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF SUCH DEFERRAL.
The Preferred Securities have been approved for listing on the New York
Stock Exchange, Inc. (the "New York Stock Exchange") subject to official notice
of issuance. Trading of the Preferred Securities on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Preferred Securities. See "Underwriting."
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS
TO TRV
OFFERING PRICE(1) COMMISSIONS(2)
CAPITAL(3)(4)
<S> <C> <C> <C>
Per Preferred Security $1,000 (3)
$1,000
Total $200,000,000 (3)
$200,000,000
</TABLE>
(1) Plus accrued distributions from December 1, 1996.
(2) For information regarding indemnification of the Underwriters, see
"Underwriting."

(3) Because the proceeds of the sale of the Preferred Securities will be
invested in the Junior Subordinated Debt Securities, the Company has agreed
to pay to the Underwriters, as compensation for their arranging the
investment therein of such proceeds, $10 per Preferred Security ($2,000,000
in the aggregate). See "Underwriting."
(4) Expenses of the offering, which are payable by the Company, are estimated to
be $150,000.
------------
The Preferred Securities offered hereby are being offered by the several
Underwriters named herein, subject to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that delivery of the
Preferred Securities will be made only in book-entry form through the facilities
of The Depository Trust Company, on or about December 3, 1996.
------------
SMITH BARNEY INC.
HSBC SECURITIES, INC.
J.P. MORGAN & CO.
SALOMON BROTHERS INC
UBS SECURITIES
November 27, 1996
<PAGE>
(continued from previous page)
Upon the event of a default under the Declaration (as defined herein), the
holders of Preferred Securities will have a preference over the holders of the
Common Securities with respect to payments in respect of distributions and
payments upon redemption, liquidation and otherwise.
Holders of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate of 7 5/8% of the liquidation amount of $1,000
per Preferred Security, accruing from, and including, December 1, 1996 and
payable semi-annually in arrears on June 1 and December 1 of each year,
commencing June 1, 1997 ("distributions"). The payment of distributions out of
monies held by TRV Capital and payments on liquidation of TRV Capital or the
redemption of Preferred Securities out of monies held by TRV Capital, as set
forth below, are guaranteed by the Company (the "Guarantee") to the extent
described under "Description of Guarantee." The Guarantee covers payments of
distributions and other payments on the Preferred Securities only if and to the
extent that the Company has made a payment of interest or principal or other
payments on the Junior Subordinated Debt Securities held by TRV Capital as its
sole asset. The Guarantee, when taken together with the Company's obligations
under the Junior Subordinated Debt Securities, the Indenture (as defined herein)
pursuant to which the Junior Subordinated Debt Securities are issued and its
obligations under the Declaration, including its liabilities to pay costs,
expenses, debts and liabilities of TRV Capital (other than with respect to the
Trust Securities), provides a full and unconditional guarantee of amounts due on
the Preferred Securities. The obligations of the Company under the Guarantee
rank (i) subordinate and junior in right of payment to all other liabilities of
the Company, (ii) pari passu with the most senior preferred or preference stock
now or hereafter issued by the Company and with any guarantee now or hereafter
entered into by the Company in respect of any preferred or preference stock of
any subsidiary of the Company and (iii) senior to the Company's common stock.
The obligations of the Company under the Junior Subordinated Debt Securities are
subordinate and junior in right of payment to all present and future Senior
Indebtedness (as defined herein) of the Company.
The distribution rate and the distribution payment date and other payment
dates for the Preferred Securities will correspond to the interest rate and
interest payment dates and other payment dates on the Junior Subordinated Debt
Securities, which will be the sole assets of TRV Capital. As a result, if
principal or interest is not paid on the Junior Subordinated Debt Securities by
the Company, no amounts will be paid on the Preferred Securities because TRV
Capital will not have sufficient funds to make distributions on the Preferred

Securities. In such event, the Guarantee will not apply to such distributions
until TRV Capital has sufficient funds available therefor.
The Company has the right to defer payments of interest on the Junior
Subordinated Debt Securities by extending the interest payment period on the
Junior Subordinated Debt Securities at any time for up to 10 consecutive
semi-annual periods (each, an "Extension Period"), provided, that no Extension
Period may extend beyond the maturity of the Junior Subordinated Debt
Securities. If interest payments are so deferred, distributions on the Preferred
Securities will also be deferred. During any Extension Period, distributions on
the Preferred Securities will continue to accrue with interest thereon (to the
extent permitted by applicable law) at an annual rate of 7 5/8% per annum
compounded semi-annually. Additionally, during any Extension Period, holders of
Preferred Securities will be required to include deferred interest income in the
form of original issue discount ("OID") in their gross income for United States
federal income tax purposes in advance of receipt of the cash distributions with
respect to such deferred interest payments. There could be up to 40 Extension
Periods of varying lengths throughout the term of the Junior Subordinated Debt
Securities. See "Description of the Junior Subordinated Debt Securities--Option
to Extend Interest Payment Period," "Risk Factors--Option to Extend Interest
Payment Period" and "United States Federal Income Taxation--Interest Income and
Original Issue Discount."
The Junior Subordinated Debt Securities are redeemable by the Company at any
time, in whole or in part, in certain circumstances upon the occurrence of a Tax
Event (as defined herein). If the Company redeems Junior Subordinated Debt
Securities, TRV Capital must redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Debt Securities so redeemed at $1,000 per Trust Security plus
accrued and unpaid distributions thereon (the "Redemption Price") to the date
fixed for redemption. See "Description of the Preferred Securities--Mandatory
Redemption of Trust Securities." The Preferred Securities will be redeemed upon
maturity of the Junior Subordinated Debt Securities. The Junior Subordinated
Debt Securities mature on December 1, 2036. In addition, upon the occurrence of
a Special Event arising from a change in law or a change in legal interpretation
regarding tax or investment company matters, unless the Junior Subordinated Debt
Securities are redeemed in the limited circumstances described herein, TRV
Capital shall be dissolved, with the result that the Junior Subordinated Debt
Securities will be distributed to the holders of the Trust Securities, on a pro
rata basis, in lieu of any cash distribution. See "Description of the Preferred
Securities--Special Event Redemption or Distribution." If the Junior
Subordinated Debt Securities are distributed to the holders of the Preferred
Securities, the Company will use its best efforts to have the Junior
Subordinated Debt Securities listed on the New York Stock Exchange or on such
other exchange as the Preferred
S-2
<PAGE>
Securities are then listed. See "Description of the Preferred
Securities--Special Event Redemption or Distribution" and "Description of the
Junior Subordinated Debt Securities."
In the event of the involuntary or voluntary dissolution, winding up or
termination of TRV Capital, the holders of the Preferred Securities will be
entitled to receive for each Preferred Security a liquidation amount of $1,000
plus accrued and unpaid distributions thereon (including interest thereon) to
the date of payment, unless, in connection with such dissolution, the Junior
Subordinated Debt Securities are distributed to the holders of the Preferred
Securities. See "Description of the Preferred Securities--Liquidation
Distribution Upon Dissolution."
Following the initial distribution of Preferred Securities, Smith Barney
Inc. ("Smith Barney"), an indirect wholly owned subsidiary of the Company and an
affiliate of TRV Capital, may offer and sell previously issued Preferred
Securities in the course of its business as a broker-dealer (subject to
obtaining any necessary approval of the New York Stock Exchange for any such

offers and sales). Smith Barney may act as a principal or agent in such
transactions.
This Prospectus Supplement, together with an appropriate Prospectus, may be
used by Smith Barney in connection with offers and sales of an indeterminate
amount of the Preferred Securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Smith Barney may
act as principal or agent in such transactions.
-------------------
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH
COMMISSIONER RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING TRANSACTIONS, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-3
<PAGE>
SUMMARY
The following information is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus Supplement and the
accompanying Prospectus.
THE COMPANY
The Company is a financial services holding company engaged, through its
subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services.
The Company's Investment Services segment consists of investment banking,
asset management, brokerage and other financial services provided through Smith
Barney Holdings Inc. and its subsidiaries. The Company's Consumer Finance
Services segment includes consumer lending services and credit card and
credit-related insurance services provided through Commercial Credit Company and
its subsidiaries. The Company's Life Insurance Services segment includes
individual life insurance, annuities and pension programs which are offered
primarily through The Travelers Insurance Company, The Travelers Life and
Annuity Company and the Primerica Financial Services group of companies,
including Primerica Life Insurance Company. The Company's Property & Casualty
Insurance Services segment provides insurance products including workers'
compensation, liability, automobile, property and multiple-peril. In addition,
this segment provides commercial and personal property and casualty products
throughout the United States. Property and casualty insurance policies are
issued primarily by subsidiaries of the Company's newly formed indirect
majority-owned subsidiary Travelers/Aetna Property Casualty Corp. ("TAP") and
affiliated property-casualty insurance companies, including Gulf Insurance
Company.
In addition to its four business segments, the Company's Corporate and Other
segment consists of unallocated expenses and earnings primarily related to
interest, corporate administration, and certain corporate investments.
On April 2, 1996, TAP purchased from Aetna Life and Casualty Company all of
the outstanding capital stock of The Aetna Casualty and Surety Company and The
Standard Fire Insurance Company for $4.16 billion in cash.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013 and its telephone number is (212) 816-8000.

TRV CAPITAL
TRV Capital is a statutory business trust formed under Delaware law pursuant
to (i) a declaration of trust, dated as of September 19, 1996, executed by the
Company, as sponsor (the "Sponsor"), and the trustees of TRV Capital (as
described below) and (ii) the filing of a certificate of trust with the
Secretary of State of the State of Delaware on September 19, 1996. Such
declaration will be amended and restated in its entirety (as so amended and
restated, the "Declaration") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus Supplement and the
accompanying Prospectus form a part. The Declaration has been qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Upon issuance of the Preferred Securities, the purchasers
thereof will own all of the Preferred Securities. See "Description of the
Preferred Securities--Book-Entry Only Issuance--The Depository Trust Company."
The Company will directly or indirectly acquire Common Securities in an
aggregate liquidation amount equal to 3% or more of the total capital of TRV
Capital. TRV Capital exists for the exclusive purposes of (i) issuing the Trust
Securities representing undivided beneficial interests in the assets of the
Trust, (ii) investing the gross proceeds of the Trust Securities in the Junior
Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto.
TRV Capital's business and affairs are conducted by its trustees, each
appointed by the Company as holder of the Common Securities. Pursuant to the
Declaration, the number of trustees of TRV Capital will be four: The Chase
Manhattan Bank, a New York banking association that is unaffiliated with the
Company, as the institutional trustee (the "Institutional Trustee"), Chase
Manhattan Bank Delaware, a banking association with its principal place of
business in the State of Delaware, as the Delaware trustee (the "Delaware
Trustee"), and two individual trustees (the "Regular Trustees" and, together
with the Institutional Trustee and the Delaware Trustee, the "TRV Trustees")
will be persons who are employees or officers of, or who are affiliated with the
Company. Initially, the Regular Trustees will be Heidi G. Miller and Irwin
Ettinger, each of whom is an officer of the Company. The Institutional Trustee
will act as the sole indenture trustee under the Declaration for purposes of
compliance with the Trust Indenture Act until removed or replaced by the holder
of the Common Securities. The Chase Manhattan Bank will also act as indenture
trustee (the "Guarantee Trustee") under the Guarantee. See "Description of
Guarantee" and "Description of Junior Subordinated Debt Securities."
S-4
<PAGE>
The Institutional Trustee will hold title to the Junior Subordinated Debt
Securities for the benefit of the holders of the Trust Securities and, in its
capacity as the holder, the Institutional Trustee will have the power to
exercise all rights, powers and privileges under the indenture pursuant to which
the Junior Subordinated Debt Securities are issued. In addition, the
Institutional Trustee will maintain exclusive control of a segregated non-
interest bearing bank account (the "Property Account") to hold all payments made
in respect of the Junior Subordinated Debt Securities for the benefit of the
holders of the Trust Securities. The Institutional Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Preferred Securities. The Company, as the direct or indirect holder of all the
Common Securities, will have the right, subject to certain restrictions
contained in the Declaration, to appoint, remove or replace any TRV Trustee and
to increase or decrease the number of TRV Trustees. The Company will pay all
fees and expenses related to TRV Capital and the offering of the Trust
Securities. See "Description of the Junior Subordinated Debt
Securities--Miscellaneous."
The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the

Declaration, the Delaware Business Trust Act (the "Trust Act") and the Trust
Indenture Act. See "Description of the Preferred Securities."
PREFERRED SECURITIES OFFERING
<TABLE>
<S> <C>
General...................... The Preferred Securities represent undivided beneficial
interests in
TRV Capital's assets, which will consist solely of the Junior
Subordinated Debt Securities. The Junior Subordinated Debt
Securities,
in which the proceeds of the Preferred Securities offered hereby
will
be invested, mature on December 1, 2036, unless the Junior
Subordinated Debt Securities are redeemed by the Company prior
to such
maturity as described under "Description of the Preferred
Securities--Mandatory Redemption of Trust Securities" and
"Description
of the Preferred Securities--Special Event Redemption or
Distribution."
Distributions................ The distributions payable on each Preferred Security will be
fixed at
a rate per annum of 7 5/8% of the stated liquidation amount of
$1,000
per Preferred Security, will be cumulative, will accrue from
December
1, 1996 and will be payable semi-annually in arrears, on June 1
and
December 1 of each year, commencing June 1, 1997. See
"Description of
the Preferred Securities-- Distributions."
Option to Extend Interest
Payment Period............... The Company has the right, at any time, to defer payments of
interest
on the Junior Subordinated Debt Securities for a period not
exceeding
10 consecutive semi-annual periods; provided, that no Extension
Period
may extend beyond the maturity date of the Junior Subordinated
Debt
Securities. As a consequence of the Company's extension of the
interest payment period, semi-annual distributions on the
Preferred
Securities would be deferred (though such distributions would
continue
to accrue with interest thereon compounded semi-annually, since
interest would continue to accrue on the Junior Subordinated
Debt
Securities) during any such extended interest payment period. In
the
event that the Company exercises its right to extend an interest
payment period, then (a) the Company shall not declare or pay
any
dividend on, make any distributions with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to,
any
of its capital stock or make any guarantee payment with respect
thereto, and (b) the Company shall not make any payment of
interest on
or principal of (or premium, if any, on), or repay, repurchase
or
redeem, any debt securities issued by the Company which rank
pari
passu with or junior to the Junior Subordinated Debt Securities.

The
foregoing, however, will not apply (i) to any stock dividends
paid by
the Company where the dividend stock is the same stock as that
on
which the dividend is being paid or (ii) in certain other
limited
events. Prior to the termination of any Extension Period, the
Company
may further extend such Extension Period, provided that such
Extension
Period together with all such
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
previous and further extensions thereof may not exceed 10
consecutive
semi-annual periods. Upon the termination of any Extension
Period and
the payment of all amounts then due, the Company may commence a
new
Extension Period, subject to the foregoing requirements. See
"Description of the Junior Subordinated Debt Securities--
Interest
Income and Option to Extend Interest Payment Period."
Should an Extension Period occur, Preferred Security holders
will
continue to recognize interest income for United States federal
income
tax purposes. As a result, such holders will be required to
include
such interest in gross income for United States federal income
tax
purposes in advance of the receipt of cash, and such holders
will not
receive the cash from TRV Capital related to such income if such
holders dispose of Preferred Securities prior to the record date
for
payment of distributions. See "United States Federal Income
Taxation--
Interest Income and Original Issue Discount."
Mandatory Redemption......... Upon the repayment of the Junior Subordinated Debt Securities,
whether
at maturity or upon earlier redemption as provided in the
Indenture,
the proceeds from such repayment will be applied by the
Institutional
Trustee to redeem a like amount of Trust Securities, upon the
terms
and conditions described herein. See "Description of the
Preferred
Securities--Mandatory Redemption of Trust Securities."
Optional Redemption.......... The Company has the right to redeem the Junior Subordinated Debt
Securities at any time, in whole or in part, in certain
circumstances
upon the occurrence of a Tax Event (as defined herein) as
described
under "Description of the Preferred Securities--Special Event
Redemption or Distribution," at a redemption price equal to 100%
of
the principal amount of Junior Subordinated Debt Securities
being

redeemed, together with any accrued but unpaid interest, to but
not
including the redemption date. See "Description of the Junior
Subordinated Debt Securities--Optional Redemption." If the
Company
redeems any Junior Subordinated Debt Securities, the proceeds
from
such redemption will be applied by the Institutional Trustee to
redeem
a like amount of Trust Securities.
Special Event Distribution... Subject to certain conditions and except in limited
circumstances, if
at any time a Special Event (as defined herein) shall occur and
be
continuing, TRV Capital shall be dissolved with the result that
Junior
Subordinated Debt Securities with an aggregate principal amount
equal
to the aggregate stated liquidation amount of, with an interest
rate
identical to the distribution rate of, and with accrued and
unpaid
interest thereon equal to accrued and unpaid distributions on,
the
Trust Securities outstanding at such time, would be distributed
to the
holders of the Trust Securities in liquidation of such holders'
interests in TRV Capital on a pro rata basis within 90 days
following
the occurrence of such Special Event. See "Description of the
Preferred Securities--Special Event Redemption or Distribution."
Voting Rights................ Generally, the holders of the Preferred Securities will not have
any
voting rights. See "Description of the Preferred Securities--
Voting
Rights."
Subject to certain conditions, including that the Institutional
Trustee obtain the opinion of counsel described under
"Description of
the Preferred Securities--Voting Rights" prior to taking certain
actions, the holders of a majority in aggregate liquidation
amount of
the Preferred Securities have the right to direct the time,
method and
place of conducting any proceeding for any remedy available to
the
Institutional Trustee, or direct the exercise of any trust or
power
conferred upon the Institutional Trustee under the Declaration
including the right to direct the Institutional Trustee, as
holder of
the Junior Subordinated Debt Securities, to (i) exercise the
remedies
available under the Indenture with respect to the Junior
Subordinated
Debt Securities, (ii) waive any past Indenture Event of Default
that
is waivable under the Indenture (as defined herein), (iii)
exercise
any right to rescind or annul a declaration that
</TABLE>
S-6
<PAGE>
<TABLE>

<S> <C>
the principal of all the Junior Subordinated Debt Securities
shall be
due and payable, or (iv) consent to any amendment, modification
or
termination of the Indenture or the Junior Subordinated Debt
Securities where such consent shall be required; provided,
however,
that where a consent or action under the Indenture would require
the
consent or act of a Super Majority (as defined herein) of
holders of
the Junior Subordinated Debt Securities affected thereby, only
the
holders of at least such Super Majority in aggregate liquidation
amount of the Preferred Securities may direct the Institutional
Trustee to give such consent or take such action. See
"Description of
the Preferred Securities--Voting Rights."
Use of Proceeds.............. The proceeds from the sale of the Preferred Securities offered
hereby
will be used by TRV Capital to purchase the Junior Subordinated
Debt
Securities issued by the Company. The Company expects to use
such
proceeds for general corporate purposes. See "Use of Proceeds."
Listing...................... The Preferred Securities have been approved for listing on the
New
York Stock Exchange, subject to official notice of issuance.
Trading
of the Preferred Securities on the New York Stock Exchange is
expected
to commence within a 30-day period after the initial delivery of
the
Preferred Securities.
</TABLE>
RISK FACTORS
Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus Supplement and the accompanying
Prospectus, the matters set forth under the caption "Risk Factors" in this
Prospectus Supplement before purchasing the Preferred Securities offered hereby.
S-7
<PAGE>
RISK FACTORS
Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus Supplement and the accompanying
Prospectus, the following risk factors before purchasing the Preferred
Securities offered hereby.
RANKING OF SUBORDINATE OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBT SECURITIES
AND THE GUARANTEE
The obligations of the Company under the Junior Subordinated Debt Securities
are subordinate and junior in right of payment to all present and future Senior
Indebtedness of the Company. No payment of principal (including redemption
payments, if any), premium, if any, or interest on the Junior Subordinated Debt
Securities may be made if (i) any Senior Indebtedness of the Company is not paid
when due and any applicable grace period with respect to such default has ended
with such default not having been cured or waived or ceasing to exist, or (ii)
the maturity of any Senior Indebtedness of the Company has been accelerated
because of a default. The Company's obligations under the Guarantee rank (i)
subordinate and junior in right of payment to all other liabilities of the