SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
MARCH 21, 2000
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Date of Report (Date of earliest event reported)
TRAVELERS PROPERTY CASUALTY CORP.
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(Exact name of registrant as specified in charter)
DELAWARE 1-14328 06-1445591
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
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(Address of principal executive offices) (Zip Code)
(860) 277-0111
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(Registrant's telephone number, including area code)
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Travelers Property Casualty Corp.
Current Report on Form 8-K
Item 5. Other Events.
On March 21, 2000, Travelers Property Casualty Corp. issued a press release
announcing that its Board of Directors approved a cash tender offer by
Citigroup, for all the publicly-held shares of the Company's Class A common
stock at a price of $41.50 per share. A copy of the press release is attached
hereto as Exhibit 99.01 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99.01 Press Release of Travelers Property
Casualty Corp. dated March 21, 2000
2
<PAGE>
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: March 21, 2000
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ Paul H. Eddy
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Name: Paul H. Eddy
Title: Assistant Secretary
3
Exhibit 99.01
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
