SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRAVELERS PROPERTY CASUALTY CORPORATION
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(Name of Subject Company)
TRAVELERS PROPERTY CASUALTY CORPORATION
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(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
893939108
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(CUSIP Number of Class of Securities)
James M. Michener, Esq.
General Counsel
Travelers Property Casualty Corporation
One Tower Square
Hartford, Connecticut
(860) 277-0111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
/X/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
<PAGE>
TRAVELERS PROPERTY CASUALTY CORP. [LOGO]
Travelers Property Casualty Board
Approves Citigroup Tender Offer
HARTFORD, Conn. (March 21, 2000) - The Board of Directors of Travelers
Property Casualty (NYSE: TAP) approved a cash tender offer by Citigroup (NYSE:
C), announced earlier today, for all the publicly-held shares of the Company's
Class A common stock at a price of $41.50 per share. Citigroup currently owns
approximately 85% of Travelers Property Casualty outstanding common stock.
Any shares of Travelers Property Casualty Class A common stock not
purchased in the tender offer will be acquired by Citigroup in a subsequent
merger transaction at the same $41.50 per share cash price.
A Special Committee comprised of independent directors of the Travelers
Property Casualty Board of Directors reviewed and recommended approval of the
offer by the full Board of Directors. The Committee's recommendation, and the
Board's approval, is based on a number of factors, including the opinion of
Morgan Stanley & Co. Incorporated, the financial advisor to the Special
Committee that the $41.50 per share consideration to be received by the public
stockholders of Travelers Property Casualty in the transaction is fair from a
financial point of view to such holders.
The tender offer will commence shortly and will be made only by an offer
to purchase and other offering documents, copies of which will be filed with the
Securities and Exchange Commission and mailed to Travelers Property Casualty
stockholders.
The Board of Directors also approved postponement of the annual
stockholders' meeting previously scheduled for April 18, 2000.
Travelers Property Casualty (NYSE:TAP) is a leading provider of a broad
range of insurance products and services for commercial markets, including
workers' compensation, integrated disability, property, liability and specialty
lines, and fidelity and surety binds. The company is also a leading provider of
homeowners and auto insurance for consumers. Travelers Property Casualty is a
member of Citigroup (NYSE: C). For more information on Travelers Property
Casualty and its products, please visit the company's website at
www.travelers.com.
Investors and security holders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement regarding
the tender offer referred to in this press release when they become available,
because they will contain important information. The tender offer statement will
be filed by Citigroup with the Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement will be filed by Travelers Property
Casualty with the SEC. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by Citigroup and
Travelers Property Casualty at the SEC's web site at http://www.sec.gov. The
tender offer statement and related materials may be obtained for free by
directing such requests to Citigroup Investor Relations. The solicitation/
recommendation statement and such other documents may be obtained for free by
directing such requests to Travelers Investor Relations.
Media contacts:
Keith Anderson (860) 954-6390
Leah Johnson (212) 559-9446
Investors:
Bill Pike (212) 793-8874
Sheri Ptashek (212) 559-4658
