<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF 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: [ ]
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This Amendment No. 5 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").
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 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
On April 14, 2000, the parties amended the Merger Agreement to (i)
increase the Offer Price to $41.95, and (ii) amend the Company's treatment of
the Merger Consideration paid in respect of Restricted Shares under the CAP
Plan to provide for the Merger Consideration paid in respect of Restricted
Shares under the CAP Plan to be, at the election of the holders of Restricted
Shares under the CAP Plan, either (A) deposited into a grantor trust and
accrue interest at a fixed rate of return or (B) become a restricted award of
shares of Parent common stock with a value equal to the value of such Merger
Consideration calculated using the average closing price for Parent common
stock for the five trading days prior to the Effective Time, in either case
subject to the same conditions and restrictions of the CAP Plan.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
(a) State Insurance Approvals. Based on communications between the
Company and certain of the states in which the Company's insurance
subsidiaries are domiciled, the Company has obtained all necessary
approvals to consummate the Offer and the Merger.
Litigation. On April 6, 2000, the Plaintiffs withdrew their request
for preliminary injunction filed in the Court of Chancery of the
State of Delaware and thereby canceled the hearing originally
scheduled for April 14, 2000.
ITEM 12. EXHIBITS.
(d)(2) Amendment, dated April 14, 2000, to the Agreement and Plan of
Merger, dated as of March 22, 2000, by and among Citigroup Inc.,
The Travelers Insurance Group Inc. and Travelers Property Casualty
Corp.
2
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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 17, 2000
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------- --------------------------------------------------------------------------------------
<S> <C>
(d)(2) Amendment, dated April 14, 2000, to the Agreement and Plan of Merger, dated as of
March 22, 2000, by and among Citigroup Inc., The Travelers Insurance Group Inc. and
Travelers Property Casualty Corp.
</TABLE>
4
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EXHIBIT (D)(2)
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Amendment, dated as of April 14, 2000, to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of March 22, 2000, by and among Citigroup
Inc., a Delaware corporation ("Parent"), The Travelers Insurance Group Inc.,
a Connecticut corporation and an indirect wholly owned subsidiary of Parent
(the "Purchaser"), and Travelers Property Casualty Corp., a Delaware
corporation (the "Company"). Terms used but not defined herein shall have the
meaning assigned to them in the Merger Agreement.
WHEREAS, Section 8.03 of the Merger Agreement provides that the Merger
Agreement may be amended pursuant to an instrument in writing signed by the
Company following approval of such action by the Special Committee and signed
by Parent and the Purchaser; and
WHEREAS, each of Parent, the Purchaser and the Special Committee on behalf
of the Company has approved this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Amendment to Offer Price. The Merger Agreement is hereby amended by
deleting the reference to $41.50 per Share in the second recital of the
Merger Agreement and replacing it with "$41.95 per Share."
2. Amendment to Company Benefit Plans.
(a) Section 4.08 of the Merger Agreement is hereby amended by deleting the
first sentence and replacing it with the following:
"Each of the Nomination, Compensation and Corporate Governance
Committee of the Board of Directors of the Company and the Incentive
Compensation Sub-Committee of the Board of Directors of the Company
has adopted a valid and binding rule to provide that the restricted
shares of Company Common Stock ("Restricted Shares") granted under the
Company's Capital Accumulation Plan (the "CAP Plan") shall be
converted into the Merger Consideration in the Merger and such Merger
Consideration, as elected by the holders of such shares for which an
election under Section 83(b) of the Code (a "Section 83(b) Election")
had not been made, (i) shall be deposited into a grantor trust, to be
established by the Company, which shall accrue interest at an annual
rate of 6.3% from the Effective Time until the date(s) such award(s)
vest, and which shall otherwise be subject to the same conditions and
restrictions of the existing CAP Plan (the "Trust"), or (ii) shall
become an award equal to the value of such Merger Consideration,
consisting of shares of Parent common stock, with the number of shares
of Parent common stock received being calculated using the average
closing price for Parent common stock for the five trading days prior
to the Effective Time, and which award shall otherwise be subject to
the same conditions and restrictions of the CAP Plan (the "Parent
Stock Award")."
(b) Section 6.07(a) is amended by deleting the first sentence and
replacing it with the following:
"(a) Parent or the Company shall provide adequate written notice,
prior to the consummation of the Tender Offer, to each holder of
Restricted Shares under the CAP Plan with respect to which a Section
83(b) Election had not been made, that such holder shall prior to the
consummation of the Tender Offer elect to cause an amount equal to the
Merger Consideration to be paid with respect to such holder's
Restricted Shares to (i) be deposited in the Trust or (ii) become a
Parent Stock Award."
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof, except to the extent that mandatory provisions of federal law apply.
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4. Miscellaneous.
(a) Except as expressly amended and supplemented hereby, the Merger
Agreement remains in full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
In witness whereof, each of the parties has caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
CITIGROUP INC.
By: /s/ Kathereine 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
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
-------------------------------
Name: James M. Michener
Title: Senior Vice President,
Secretary and
General Counsel
