<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO
(RULE 14D-100)
(AMENDMENT NO. 7)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
--------------
TRAVELERS PROPERTY CASUALTY CORP.
(Name of Subject Company (Issuer))
THE TRAVELERS INSURANCE GROUP INC.
CITIGROUP INC.
TRAVELERS PROPERTY CASUALTY CORP.
(Names of Filing Persons (Offerors))
--------------
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
--------------
893939108
(CUSIP Number of Class of Securities)
--------------
Charles O. Prince, III, Esq.
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Telephone: (212) 559-1000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Eric J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
SCHEDULE 13D AND TO
CUSIP No. 893939108 Page 2 of 6
<TABLE>
<S> <C> <C>
1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Travelers Insurance Group. Inc. 06-1008174
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS WC, OO
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 371,424,902*
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 371,424,902*
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 371,424,902
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 96.4%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC
- -------------------------------------------------------------------------------
</TABLE>
* Includes 328,020,170 shares of Class B Common Stock that, as of April 19,
2000, have been converted on a share-for-share basis into shares of Class A
Common Stock and 43,404,732 Shares tendered in response to the Offer and
not withdrawn which number does not include 8,648,291 Shares subject to
guarantees of delivery.
2
<PAGE>
SCHEDULE 13D AND TO
CUSIP No. 893939108 Page 3 of 6
<TABLE>
<S> <C> <C>
1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citigroup Inc. 521568099
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS WC, OO
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 371,424,902*
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 371,424,902*
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 371,424,902
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 96.4%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC
- -------------------------------------------------------------------------------
</TABLE>
* Includes 328,020,170 shares of Class B Common Stock that, as of April 19,
2000, have been converted on a share-for-share basis into shares of Class A
Common Stock and 43,404,732 Shares tendered in response to the Offer and not
withdrawn which number does not include 8,648,291 Shares subject to
guarantees of delivery.
3
<PAGE>
This Amendment No. 7 amends the Tender Offer Statement on Schedule TO
initially filed on March 23, 2000 by Citigroup Inc., a Delaware corporation
("Parent"), The Travelers Insurance Group Inc., a Connecticut corporation (the
"Purchaser"), and an indirect wholly owned subsidiary of Parent, and Travelers
Property Casualty Corp., a Delaware corporation (the "Company"), relating to
the third-party tender offer by the Purchaser to purchase all of the issued and
outstanding shares of Class A common stock, par value $.01 per Share, of the
Company upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 23, 2000 (the "Offer to Purchase"), as amended by the
First Supplement thereto, dated April 4, 2000 (the "First Supplement"), the
Second Supplement thereto, dated April 6, 2000 (the "Second Supplement") and in
the revised Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"). This Amendment No. 7 constitutes
the initial Statement on Schedule 13D of the Purchaser and Parent.
The information in each of the Offer to Purchase, the First Supplement and
the Second Supplement, including all schedules and annexes thereto, is hereby
expressly incorporated herein by reference in response to all the items of this
Schedule TO, except as otherwise set forth below. Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
given such terms in the Offer to Purchase, the First Supplement or the Second
Supplement.
ITEM 6. INTEREST OF SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
April 19, 2000. Based upon information provided by the Depositary a total of
52,053,023 Shares were tendered in response to the Offer and not withdrawn
(including 8,648,291 Shares subject to guarantees of delivery). In accordance
with the terms of the Offer, the Purchaser has instructed the Depositary to pay
promptly the purchase price of $41.95 per Share for each Share accepted for
payment. After giving effect to the purchase of Shares tendered and together
with the 328,020,170 shares of Class B Common Stock which were converted on
April 19, 2000 by the Purchaser into an equal number of Shares, the Purchaser
owns approximately 96.4% of the oustanding Shares (98.7% giving effect to those
Shares subject to guarantees of delivery).
ITEM 12. EXHIBITS.
<TABLE>
<S> <C>
(a)(1)(W) Text of press release issued by Citigroup Inc., dated April 20, 2000.
(a)(1)(X) Text of press release issued by Citigroup Inc., dated April 20, 2000.
</TABLE>
4
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SCHEDULE TO AND SCHEDULE 13E-3
CITIGROUP INC.
By: /s/ Katherine McG. Sullivan
------------------------------------
Name: Katherine McG. Sullivan
Title: Vice President and Assistant
Secretary
THE TRAVELERS INSURANCE GROUP INC.
By: /s/ Katherine McG. Sullivan
------------------------------------
Name: Katherine McG. Sullivan
Title: Vice President and Secretary
SCHEDULE 13E-3
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
------------------------------------
Name: James M. Michener
Title: Senior Vice President,
Secretary and
General Counsel
Date: April 20, 2000
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------------- ----------------------------------------------------------------------
<S> <C>
(a)(1)(W) Text of press release issued by Citigroup Inc., dated April 20, 2000.
(a)(1)(X) Text of press release issued by Citigroup Inc., dated April 20, 2000.
</TABLE>
6
<PAGE>
[CITIGROUP LOGO]
FOR IMMEDIATE RELEASE
CITIGROUP INC. (NYSE SYMBOL: C)
APRIL 20, 2000
CITIGROUP SUCCESSFULLY COMPLETES TENDER OFFER FOR TRAVELERS PROPERTY
CASUALTY CORP. CLASS A COMMON STOCK
NEW YORK, NY -- Citigroup Inc. (NYSE: C) today announced the completion of its
cash tender offer to purchase all the outstanding shares of Class A common stock
of Travelers Property Casualty Corp. (NYSE: TAP) at a price of $41.95 per share.
Citigroup reported that a total of 52,053,023 shares of Travelers Class A common
stock were tendered pursuant to the tender offer (including 8,648,291 shares
subject to guarantees of delivery), which expired at 12:00 midnight, New York
City time, on April 19, 2000, and that all such shares have been accepted for
payment. After giving effect to the purchase of the shares tendered and together
with 328,020,170 shares of Travelers Class B common stock which were converted
by Citigroup into an equal number of shares of Class A common stock, Citigroup
beneficially owns approximately 98.7 percent of the outstanding shares of
Travelers Class A common stock. Tendering stockholders should receive the $41.95
per Share cash price promptly.
Citigroup also announced today that an indirect wholly owned subsidiary of
Citigroup intends to promptly effect a merger pursuant to which Travelers will
become a wholly owned subsidiary of Citigroup, and all remaining Travelers
stockholders (other than Citigroup and its subsidiaries) will have the right to
receive the same $41.95 per share in cash paid in the tender offer.
Citigroup (NYSE:C), the most global financial services company, provides some
100 million consumers, corporations, governments and institutions in 100
countries with a broad range of financial products and services, including
consumer banking and credit, corporate and investment banking, insurance,
securities brokerage and asset management. The 1998 merger of Citicorp and
Travelers Group brought together such brand names as Citibank, Travelers,
Salomon Smith Barney, Commercial Credit (now named CitiFinancial), and Primerica
under Citigroup's trademark red umbrella. Additional information may be found
at: www.citigroup.com.
Travelers Property Casualty 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 bonds. The Company is also a leading provider of homeowners and auto
insurance for consumers. For more information on Travelers Property Casualty and
its products, please visit the Company's Web site at www.travelers.com.
###
Contacts:
Media: Leah C. Johnson Investors: Sheri Ptashek
212-559-9446 212-559-4658
Keith Anderson
860-954-6390
<PAGE>
[CITIGROUP LOGO]
FOR IMMEDIATE RELEASE
CITIGROUP INC. (NYSE SYMBOL: C)
APRIL 20, 2000
CITIGROUP SUCCESSFULLY COMPLETES
SUBSEQUENT MERGER FOR
TRAVELERS PROPERTY CASUALTY CORP. CLASS A COMMON STOCK
NEW YORK, NY (April 20, 2000) -- Citigroup Inc. (NYSE: C) today
announced the consummation of the merger of an indirect wholly owned subsidiary
of Citigroup with Travelers Property Casualty Corp. (NYSE: TAP). As a result of
the merger, Travelers became a wholly owned subsidiary of Citigroup. All
Travelers stockholders (other than Citigroup and its subsidiaries) whose shares
of Travelers Class A common stock were not purchased in the tender offer will
receive the same $41.95 per share in cash. Transmittal materials to receive the
merger consideration will be mailed to former Travelers stockholders shortly.
Citigroup (NYSE: C), the most global financial services company, provides some
100 million consumers, corporations, governments and institutions in 100
countries with a broad range of financial products and services, including
consumer banking and credit, corporate and investment banking, insurance,
securities brokerage and asset management. The 1998 merger of Citicorp and
Travelers Group brought together such brand names as Citibank, Travelers,
Salomon Smith Barney, Commercial Credit (now named CitiFinancial), and Primerica
under Citigroup's trademark red umbrella. Additional information may be found
at: www.citigroup.com.
Travelers Property Casualty 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 bonds. The Company is also a leading provider of homeowners and auto
insurance for consumers. For more information on Travelers Property Casualty and
its products, please visit the Company's Web site at www.travelers.com.
###
Contacts:
Media: Leah C. Johnson Investors: Sheri Ptashek
212-559-9446 212-559-4658
Keith Anderson
860-954-6390
