<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO
(RULE 14D-100)
(AMENDMENT NO. 4)
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
CALCULATION OF FILING FEE
Transaction Valuation*: $2,396,551,776.00 Amount of Filing Fee: $479,311.00
- --------
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all outstanding shares of Class
A common stock, par value $.01 per share, of Travelers Property Casualty
Corp. (the "Company Common Stock" or the "Shares"), at a price per Share
of $41.95 in cash. As of March 21, 2000, there were 57,128,767 Shares
outstanding. The amount of the filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount previously paid: $474,169 Filing Party: The Travelers Insurance Group Inc., Citigroup
Inc. and Travelers Property Casualty Corp.
Form or registration No.: Schedule TO Date Filed: March 23, 2000
</TABLE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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>
This Amendment No. 4 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 1. SUMMARY TERM SHEET.
Item 1 is hereby amended and supplemented by the following:
The information set forth in the INTRODUCTION, "Terms of the Offer;
Expiration Date" and "Price Range of Shares; Dividends" of the Second
Supplement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 2 is hereby amended and supplemented by the following:
The information set forth in "Price Range of Shares; Dividends" of the
Second Supplement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by the following:
The information set forth in the Second Supplement is incorporated herein
by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7 is hereby amended and supplemented by the following:
The information set forth in "Source and Amount of Funds" of the Second
Supplement is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
(a) The information set forth in "Certain Legal Matters" of the Second
Supplement is incorporated herein by reference.
(b) The information set forth in the Second Supplement and the revised
Letter of Transmittal is incorporated herein by reference.
2
<PAGE>
ITEM 12. EXHIBITS.
<TABLE>
<S> <C>
(a)(1)(O) Second Supplement to Offer to Purchase, dated April 6, 2000.
(a)(1)(P) Revised Letter of Transmittal.
(a)(1)(Q) Revised Notice of Guaranteed Delivery.
(a)(1)(R) Revised Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(S) Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(T) Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 of
the Company, dated April 6, 2000.
(a)(1)(U) Text of press release issued by Citigroup Inc., dated April 6, 2000.
(a)(5)(Q) Memorandum of Understanding, dated April 6, 2000, between the class action plaintiffs
and the defendants.
(a)(5)(R) Letter, dated April 5, 2000, distributed by electronic mail to Travelers Property Casualty
Corp. employees.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 is hereby amended and supplemented by the following:
The information set forth in the INTRODUCTION and "Background of this
Offer" of the Second Supplement is incorporated herein by reference.
3
<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 6, 2000
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1)(O) Second Supplement to Offer to Purchase, dated April 6, 2000.
(a)(1)(P) Revised Letter of Transmittal.
(a)(1)(Q) Revised Notice of Guaranteed Delivery.
(a)(1)(R) Revised Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(S) Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(T) Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 of
the Company, dated April 6, 2000.
(a)(1)(U) Text of press release issued by Citigroup Inc., dated April 6, 2000.
(a)(5)(Q) Memorandum of Understanding, dated April 6, 2000, between the class action plaintiffs
and the defendants.
(a)(5)(R) Letter, dated April 5, 2000, distributed by electronic mail to Travelers Property Casualty
Corp. employees.
</TABLE>
5
<PAGE>
EXHIBIT (a)(1)(O)
SECOND SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH DATED MARCH 23, 2000
THE TRAVELERS INSURANCE GROUP INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
CITIGROUP INC.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
TO
$41.95 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THIS OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER,
DATED AS OF MARCH 22, 2000, BY AND AMONG CITIGROUP INC. ("PARENT"), THE
TRAVELERS INSURANCE GROUP INC. (THE "PURCHASER") AND TRAVELERS PROPERTY
CASUALTY CORP. (THE "COMPANY").
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE TENDER
OFFER--SECTION 13. CERTAIN CONDITIONS TO THE OFFER" IN THE OFFER TO PURCHASE.
IMPORTANT
Any stockholder desiring to tender all or any portion of such
stockholder's shares of Class A common stock, par value $.01 per share, of the
Company (the "Shares" or the "Company Common Stock") should either (i) complete
and sign the enclosed Letter of Transmittal or the Letter of Transmittal (or a
facsimile thereof) previously furnished to such stockholder in accordance with
the instructions in the Letters of Transmittal, have such stockholder's
signature thereon guaranteed (if required by Instruction 1 to the Letters of
Transmittal), mail or deliver one of the Letters of Transmittal (or a facsimile
thereof) and any other required documents to the Depositary (as defined herein)
and either deliver the certificates for such Shares along with one of the
Letters of Transmittal to the Depositary or tender such Shares pursuant to the
procedures for book-entry transfer set forth in "THE TENDER OFFER--Section 3.
Procedures for Tendering Shares" of the Offer to Purchase as supplemented by
this Second Supplement or (ii) request such stockholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such stockholder. Any stockholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee to tender
such Shares.
--------------
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
The Information Agent for the Offer is:
Innisfree M&A Incorporated
April 6, 2000
<PAGE>
ANY STOCKHOLDER WHO DESIRES TO TENDER SHARES AND WHOSE CERTIFICATES
EVIDENCING SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH
THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN "THE TENDER OFFER--SECTION
3. PROCEDURES FOR TENDERING SHARES" IN THE OFFER TO PURCHASE, AS SUPPLEMENTED
BY THIS SECOND SUPPLEMENT, ON A TIMELY BASIS, OR WHO CANNOT DELIVER ALL
REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER, MAY
TENDER SUCH SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY SET
FORTH IN "THE TENDER OFFER--SECTION 3. PROCEDURES FOR TENDERING SHARES" OF THE
OFFER TO PURCHASE, AS SUPPLEMENTED BY THIS SECOND SUPPLEMENT.
Questions and requests for assistance or for additional copies of the
Offer to Purchase, the First Supplement (as defined herein), this Second
Supplement, the revised Letter of Transmittal or other tender offer materials
may be directed to Innisfree M&A Incorporated (the "Information Agent") or
Salomon Smith Barney Inc. (the "Dealer Manager") at their respective addresses
and telephone numbers set forth on the back cover of this Second Supplement.
Stockholders may also contact brokers, dealers, commercial banks or trust
companies for assistance concerning the Offer.
--------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE>
TABLE OF CONTENTS
INTRODUCTION ............................................................... 1
Background of this Offer ................................................... 2
Terms of the Offer, Expiration Date ........................................ 2
Procedures for Tendering Shares ............................................ 2
Price Range of Shares; Dividends ........................................... 2
Source and Amount of Funds ................................................. 2
Certain Legal Matters ...................................................... 3
Miscellaneous .............................................................. 3
<PAGE>
To the Holders of Class A Common Stock
of Travelers Property Casualty Corp.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated March 23, 2000 (the "Offer to Purchase"), as supplemented by the
Supplement to the Offer to Purchase, dated April 4, 2000 (the "First
Supplement"), of The Travelers Insurance Group Inc., a Connecticut corporation
(the "Purchaser"), pursuant to which the Purchaser is offering to purchase all
the outstanding shares of Class A common stock, par value $.01 per share (the
"Shares" or the "Company Common Stock"), of Travelers Property Casualty Corp.,
a Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, the First Supplement, this
Second Supplement and in the revised Letter of Transmittal (which together, as
they may be amended from time to time, constitute the "Offer"). The Purchaser
is an indirect wholly owned subsidiary of Citigroup Inc., a Delaware
corporation ("Parent").
This Second Supplement should be read in conjunction with the Offer to
Purchase and the First Supplement. The terms and conditions previously set
forth in the Offer to Purchase, the First Supplement and the Letter of
Transmittal previously mailed to stockholders remain applicable in all respects
to the Offer. Terms used but not defined herein have the meaning set forth in
the Offer to Purchase and the First Supplement.
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, THE FIRST
SUPPLEMENT, THIS SECOND SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL
CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.
The Purchaser believes that the following information would be beneficial
to all holders of Shares in determining whether such holder should tender their
Shares in the Offer:
1
<PAGE>
BACKGROUND OF THIS OFFER. The discussion set forth in "SPECIAL
FACTORS--Background of this Offer" is amended and supplemented as follows:
On March 28, 2000, the plaintiff (the "Plaintiff") in Civil Action No.
17902-NC filed an Amended Complaint against the Company, its directors and
Parent, and on April 1, 2000 the Plaintiff filed a second Amended Complaint
(the "Second Amended Complaint") against the Company, its directors and Parent.
On April 4, 2000, counsel for Parent and the Purchaser distributed a draft
of the First Supplement to the Plaintiff's counsel for review. Later in the
day, counsel for Parent and the Purchaser and Plaintiff's counsel engaged in
various discussions regarding the possible settlement of the Second Amended
Complaint and the other twelve purported stockholder class action lawsuits.
On the evening of April 4, 2000, Parent, the Purchaser and the Company
filed Amendment No. 3 to the Tender Offer Statement on Schedule TO which
incorporated by reference the First Supplement with the Securities and Exchange
Commission. Parent's legal counsel also continued discussions with Plaintiff's
counsel regarding a possible settlement on the evening of April 4, 2000 and
throughout the following two days.
On April 6, 2000, the parties to all thirteen purported stockholder class
action lawsuits entered into a preliminary settlement, the terms of which were
reflected in a Memorandum of Understanding (the "Memorandum of Understanding")
which is attached as Exhibit (a)(5)(Q) to Amendment No. 4 to the Tender Offer
Statement on Schedule TO and is incorporated herein by reference. The
Memorandum of Understanding provides, among other things, for the increase in
the consideration payable in the Offer and the Merger to $41.95 per Share from
$41.50 per Share (the "Revised Offer"). See "Certain Legal
Matters--Litigation."
TERMS OF THE OFFER; EXPIRATION DATE. The discussion set forth in "The Tender
Offer--Section 1. Terms of the Offer; Expiration Date" of the Offer to Purchase
is hereby amended and supplemented as follows:
The price to be paid for Shares purchased pursuant to the Offer has been
increased to $41.95 from $41.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions of the Offer.
All stockholders whose Shares are tendered and purchased pursuant to the Offer
(including those Shares tendered prior to the date hereof) will receive the
increased purchase price.
PROCEDURES FOR TENDERING SHARES. The discussion set forth in "The Tender
Offer--Section 3. Procedures for Tendering Shares" of the Offer to Purchase is
hereby amended and supplemented as follows:
The revised Letter of Transmittal and the revised Notice of Guaranteed
Delivery distributed with this Second Supplement may be used to tender Shares.
Tendering stockholders may also continue to use the Letter of Transmittal and
Notice of Guaranteed Delivery previously distributed with the Offer to Purchase
to tender Shares.
Stockholders should follow the procedures for tendering Shares set forth
in "The Tender Offer--Section 3. Procedures for Tendering Shares" of the Offer
to Purchase.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE
OFFER AND HAVE NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH
SHARES FOR PURPOSES OF THE REVISED OFFER AND NEED NOT TAKE ANY FURTHER ACTION
IN ORDER TO RECEIVE THE INCREASED PRICE OF $41.95 PER SHARE PURSUANT TO THE
REVISED OFFER.
PRICE RANGE OF SHARES; DIVIDENDS. The discussion set forth in "The Tender
Offer--Section 6. Price Range of Shares; Dividends" of the Offer to Purchase is
hereby amended and supplemented as follows:
According to public sources, the high and low closing sale prices per
Share on the NYSE for the First Quarter of 2000 were $41 1/4 and $29 3/8,
respectively, and for the Second Quarter of 2000 (through April 5, 2000) were
$41 1/4 and $41 1/8, respectively. On April 5, 2000, the last full trading day
prior to Parent's announcement that it was amending the terms of the Offer upon
the terms set forth in this Second Supplement, the reported closing sale price
per Share on the NYSE Composite Tape was $41 3/16. Stockholders are urged to
obtain a current market quotation for the Shares.
SOURCE AND AMOUNT OF FUNDS. The discussion set forth in "The Tender
Offer--Section 10. Source and Amount of Funds" of the Offer to Purchase is
hereby amended and supplemented as follows:
The total amount of funds now required by the Purchaser to consummate the
Revised Offer and the Merger (as described in this Second Supplement) and to
pay all related fees and expenses is estimated to be approximately $2.4
billion. The Purchaser will obtain such funds from Parent who will obtain such
funds from existing resources, including the utilization of existing commercial
paper facilities and internally generated funds of Parent and its subsidiaries.
2
<PAGE>
CERTAIN LEGAL MATTERS. The discussion set forth in "THE TENDER OFFER--Section
14. Certain Legal Matters" of the Offer to Purchase is amended and supplemented
as follows:
Litigation. On April 6, 2000, the parties to the thirteen purported
stockholder class action lawsuits entered into the Memorandum of Understanding
with respect to a proposed settlement of all of the lawsuits. The Memorandum of
Understanding provides for the increase of the Offer Price to $41.95 per share
and for full releases of the defendants and certain related or affiliated
persons and extinguishes all claims that have been, could have been or could be
asserted by or on behalf of any member of the class against the defendants which
in any manner relate to the allegations, facts or other matters raised in the
lawsuits or which otherwise relate to the transactions contemplated by the
Merger Agreement, including the Offer and the Merger. The Memorandum of
Understanding provides for the payment of up to $4,400,000 in attorney's fees
and expenses upon final approval of the settlement of the actions. The final
settlement of the lawsuits, including the amount of attorneys' fees to be paid,
is subject to court approval and there can be no assurance that such approval
will be obtained.
The defendants to the lawsuits have denied that they have engaged in any
wrongdoing whatsoever, and have agreed to the Memorandum of Understanding to
eliminate the burden and expense of further litigation and to permit the Offer
and Merger to proceed as scheduled.
The foregoing summary of the Memorandum of Understanding is qualified in
its entirety by reference to the Memorandum of Understanding, a copy of which
has been filed as Exhibit (a)(5)(Q) to Amendment No. 4 to the Tender Offer
Statement on Schedule TO and is incorporated herein by reference.
MISCELLANEOUS. Parent, the Purchaser and the Company have filed with the SEC a
Tender Offer Statement on Schedule TO, as amended, together with all exhibits
thereto, pursuant to Regulation M-A under the Exchange Act (the "Exchange Act
Rules"), furnishing certain additional information with respect to the Offer
which includes the information required by Schedule 13E-3. In addition, the
Company has filed a Solicitation/ Recommendation Statement on Schedule 14D-9,
as amended, together with all exhibits thereto, pursuant to Rule 14d-9 of the
Exchange Act Rules setting forth its recommendation with respect to the Offer
and the reasons for such recommendations and furnishing certain additional
related information. Such Schedules and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
SEC in the manner set forth in "THE TENDER OFFER--Section 7. Certain
Information Concerning the Company" of the Offer to Purchase (except that they
will not be available at the regional offices of the SEC).
The Travelers Insurance Group Inc.
April 6, 2000
3
<PAGE>
Manually signed facsimile copies of the Letters of Transmittal will be
accepted. Letters of Transmittal and certificates for Shares should be sent or
delivered by each stockholder of the Company or his broker, dealer, commercial
bank, trust company or other nominee to the Depositary at one of its addresses
set forth below:
The Depositary for the Offer is:
CITIBANK, N.A.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier Delivery: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Actions Corporate Actions, Suite 4660 c/o Securities Transfer and
P.O. Box 2544 525 Washington Boulevard Reporting Services Inc.
Jersey City, New Jersey Jersey City, New Jersey 07303-2544 Attention:
07303-2544 Corporate Actions
100 William Street
New York, NY 10038
</TABLE>
Facsimile for Eligible Institutions:
(201) 324-3284
Any questions or requests for assistance may be directed to the
Information Agent at its address and telephone numbers set forth below.
Requests for additional copies of the Offer to Purchase, the First Supplement,
this Second Supplement and the Letter of Transmittal may be directed to the
Information Agent or the Depositary. Stockholders may also contact their
brokers, dealers, commercial banks, trust companies or other nominees for
assistance concerning the Offer.
The Information Agent for the Offer is:
[INNSFREE LOGO OMITTED]
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 (call collect)
or
Call Toll Free (888) 750-5835
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
Call Toll-Free 1-800-996-7920
<PAGE>
EXHIBIT (a)(1)(P)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 23, 2000
THE SUPPLEMENT THERETO, DATED APRIL 4, 2000,
AND THE SECOND SUPPLEMENT THERETO DATED APRIL 6, 2000
BY
THE TRAVELERS INSURANCE GROUP INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
CITIGROUP INC.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
CITIBANK, N.A.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier Delivery: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Actions Corporate Actions, Suite 4660 c/o Securities Transfer
P.O. Box 2544 525 Washington Boulevard and Reporting Services Inc.
Jersey City, New Jersey 07303-2544 Jersey City, New Jersey 07303-2544 Attention: Corporate Actions
100 William Street Galleria
New York, New York 10038
</TABLE>
Facsimile for Eligible Institutions:
(201) 324-3284
----------------
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO
A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
YOU MUST SIGN THIS REVISED LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of Number of
Share Certificate Shares Evidenced by Shares
Number(s)* Share Certificate(s)* Tendered**
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
each share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN.
NUMBER OF SHARES LOST . SEE INSTRUCTION 11.
----
- ------------------------------------------------------------------------------
This revised Letter of Transmittal is to be completed by stockholders of
Travelers Property Casualty Corp. either if certificates evidencing Shares (as
defined below) are to be forwarded herewith or if delivery of Shares is to be
made by book-entry transfer to an account maintained by the Depositary at The
Depository Trust Company ("DTC") pursuant to the procedures described under
"THE TENDER OFFER--Section 3. Procedures for Tendering Shares" in the Offer to
Purchase and the Second Supplement (each as defined below). DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
STOCKHOLDERS WHO HAVE PREVIOUSLY TENDERED SHARES PURSUANT TO THE OFFER
USING THE PREVIOUSLY CIRCULATED LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED
DELIVERY AND WHO HAVE NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED
SUCH SHARES FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY
FURTHER ACTION.
Stockholders whose certificates evidencing Shares ("Certificates") are not
immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Depositary prior to the Expiration Date (as
defined under "INTRODUCTION" in the Offer to Purchase) or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis and who
wish to tender their Shares must do so pursuant to the guaranteed delivery
procedure described under "THE TENDER OFFER--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase and the Second Supplement. See
Instruction 2.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY:
Name of Tendering Institution
-------------------------------------------
Account Number
----------------------------------------------------------
Transaction Code Number
-------------------------------------------------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING
TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY:
Name(s) of Registered Holder(s)
-----------------------------------------
Window Ticket Number (if any)
-------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
----------------------
Name of Institution that Guaranteed Delivery
-----------------------------
If delivery is by book-entry transfer, check box: [ ]
Account Number
----------------------------------------------------------
Transaction Code Number
-------------------------------------------------
SIGNATURES MUST BE PROVIDED AT THE END OF THIS LETTER OF TRANSMITTAL.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The Travelers Insurance Group Inc., a
Connecticut corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Citigroup Inc., a Delaware corporation, all of the outstanding
shares of Class A common stock, par value $.01 per share (the "Shares"), of
Travelers Property Casualty Corp., a Delaware corporation (the "Company"), at a
purchase price of $41.95 per Share, net to the seller in cash (such amount, or
any greater amount per Share paid pursuant to the Offer, being referred to
herein as the "Offer Price"), without interest thereon, upon the terms and
subject to the conditions set forth in this revised Letter of Transmittal (as
amended or supplemented from time to time) and in the Offer to Purchase dated
March 23, 2000 (the "Offer to Purchase"), the Supplement, dated April 4, 2000
(the "First Supplement") and the Second Supplement, dated April 6, 2000 (the
"Second Supplement"), receipt of which are hereby acknowledged (which together
constitute the "Offer"). The undersigned understands that the Purchaser
reserves the right to transfer or assign, in whole, or from time to time in
part, to one or more of its affiliates or subsidiaries, all or any portion of
the issued and outstanding Shares tendered pursuant to the Offer or the right
to purchase all or any portion of the issued and outstanding Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering stockholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in, to and under all of the Shares that are being
tendered hereby (and any and all non-cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after March 22, 2000 (collectively, "Distributions")) and irrevocably appoints
the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any and all Distributions), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver Certificates
evidencing such Shares (and any and all Distributions), or transfer ownership
of such Shares (and any and all Distributions) on the account books maintained
by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
the Purchaser upon receipt by the Depositary, as the undersigned's agent, of
the Offer Price, (ii) present such Shares (and any and all Distributions) for
registration transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of the
Offer.
The undersigned hereby irrevocably appoints Charles O. Prince, III,
Katherine McG. Sullivan and any other designee of the Purchaser, and each of
them, as the attorneys-in-fact and proxies of the undersigned, each with full
power of substitution and re-substitution, to vote in such manner as each such
attorney-in-fact and proxy or his substitute shall, in his sole discretion,
deem proper and otherwise act (by written consent or otherwise) with respect to
all of the Shares (and any and all Distributions) tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote or
other action and all Shares and other securities issued in Distributions in
respect of such Shares, which the undersigned is entitled to vote at any
meeting of stockholders of the Company (whether annual or special and whether
or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise. This proxy and power of attorney is coupled with an
interest in the Shares tendered hereby, is irrevocable, is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by the Purchaser in accordance with other terms of the Offer. Such
acceptance for payment shall, without further action, revoke all other powers of
attorney and proxies granted by the undersigned at any time with respect to such
Shares (and any and all Distributions), and no subsequent power of attorney or
proxy shall be given or written consent executed (and if given or executed shall
not be effective) by the undersigned with respect thereto. The undersigned
understands and acknowledges that, in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance of such Shares for
payment, the Purchaser or the Purchaser's designees must be able to exercise
full voting and other rights with respect to such Shares (and any and all
Distributions), including, without limitation, voting at any meeting of the
Company's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned owns the
3
<PAGE>
Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that when the same are accepted for payment by the Purchaser, the Purchaser
will acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restriction, charges and
encumbrances and the same will not be subject to any adverse claims. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of the Purchaser all Distributions in respect of
the Shares tendered hereby, accompanied by appropriate documentation of
transfer, and pending such remittance and transfer or appropriate assurance
thereof, the Purchaser shall be entitled to all rights and privileges as owner
of each such Distribution and may withhold the entire purchase price of the
Shares tendered hereby, or deduct from such purchase price, the amount or value
of such Distribution as determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred in this revised
Letter of Transmittal shall be affected by, and all such authority shall
survive, the death or incapacity of the undersigned. All obligations of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors
and assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase and the Second Supplement
under "THE TENDER OFFER--Section 3. Procedures for Tendering Shares" and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and subject to the conditions of the Offer (and if the Offer is extended or
amended, the terms or conditions of any such extension or amendment). The
Purchaser's acceptance of such Shares for payment will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer. The undersigned recognizes that, under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and/or return any Certificates evidencing Shares not tendered or
accepted for payment in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated
in the box entitled "Special Delivery Instructions," please mail the check for
the purchase price of all Shares purchased and all Certificates evidencing
Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Shares purchased and/or return all Certificates evidencing Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) in the name(s) of, and mail such check and return Certificates
(and any accompanying documents, as appropriate) to, the person(s) so
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered hereby and delivered
by book-entry transfer that are not accepted for payment by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the "Special
Payment Instructions," to transfer any Shares from the name of the registered
holder(s) thereof if the Purchaser does not purchase any of the Shares tendered
hereby.
4
<PAGE>
- -------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
(less the amount of any federal income and backup withholding tax required to be
withheld) accepted for payment is to be issued in the name of someone other than
the undersigned, if Certificates evidencing Shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned or if Shares
tendered hereby and delivered by book-entry transfer that are not purchased are
to be returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Address:
---------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON PAGE 11)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account.
Account Number:
--------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding tax
required to be withheld) or Certificates evidencing Shares not tendered or not
purchased are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares
Tendered."
Mail: [ ] Check [ ] Certificate(s) to:
Name:
-------------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON PAGE 11)
- -------------------------------------------------------------------------------
5
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 11)
X
- -----------------------------------------------------------------------------
X
- -----------------------------------------------------------------------------
SIGNATURE(S) OF STOCKHOLDER(S)
Dated , 2000.
---------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the certificate(s) or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information and see
Instruction 5.)
Name(s)
-----------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
-----------------------------------------------------------------
Capacity (full title)
--------------------------------------------------------
(SEE INSTRUCTION 5)
Address
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------
Taxpayer Identification or Social Security Number
----------------------------
(SEE SUBSTITUTE FORM W-9 ON PAGE 11)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s)
------------------------------------------------------
Name
-------------------------------------------------------------------------
Name of Firm
-----------------------------------------------------------------
Address
----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------
Dated , 2000
---------------------
- ------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. All signatures on this revised Letter of
Transmittal must be guaranteed by a firm that is a member of the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"), unless (i) this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for the purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered hereby
and such holder(s) has (have) not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal or (ii) such Shares are tendered for the account of
an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This revised Letter of Transmittal is to be used either if
certificates representing Shares are to be forwarded herewith to the Depositary
or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth under "THE TENDER OFFER--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase. Certificates evidencing all
physically tendered Shares, or confirmation ("Book-Entry Confirmation") of any
book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of Shares delivered by book-entry as well as a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) must be received by
the Depositary at one of its addresses set forth herein prior to the Expiration
Date (as defined under "THE TENDER OFFER--Section 1. Terms of the Offer;
Expiration Date" in the Offer to Purchase). If certificates representing Shares
are forwarded to the Depositary in multiple deliveries, a properly completed
and duly executed Letter of Transmittal must accompany each such delivery.
Stockholders whose certificates representing Shares are not immediately
available, who cannot deliver their Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot comply
with the book-entry transfer procedure on a timely basis may tender their
Shares pursuant to the guaranteed delivery procedures described under "THE
TENDER OFFER--Section 3. Procedures for Tendering Shares" in the Offer to
Purchase and the Second Supplement. Pursuant to such procedure, (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by the Purchaser, must be received by the Depositary (as provided in
(iii) below) prior to the Expiration Date and (iii) the certificates evidencing
all physically delivered Shares in proper form for transfer by delivery (or
Book-Entry Confirmation with respect to such Shares), as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange, Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery, all as described under "THE TENDER OFFER--Section 3.
Procedures for Tendering Shares" in the Offer to Purchase and the Second
Supplement.
THE METHOD OF DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL, THE
CERTIFICATES (REPRESENTING SHARES) AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE
RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS
RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO INSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
evidenced by such certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by
Book-Entry Transfer.) If fewer than all the Shares evidenced by any certificate
submitted to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such case,
7
<PAGE>
new Certificate(s) evidencing the remainder of the Shares that were evidenced
by the old certificate(s) delivered to the Depositary herewith will be sent to
the person(s) signing this Letter of Transmittal, unless otherwise provided in
the box entitled "Special Delivery Instructions" on the reverse side hereof, as
soon as practicable after the Expiration Date. All Shares evidenced by the
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this revised Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signatures(s) must correspond with the names(s) as
written on the face of the Certificate(s) evidencing such Shares without
alternation, enlargement or any change whatsoever.
If any Share tendered hereby is owned of record by two or more persons,
all such persons must sign this revised Letter of Transmittal.
If any Shares tendered hereby are registered in names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such Shares.
If this revised Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of Certificates or
separate stock powers are required, unless payment is to be made to, or
Certificates evidencing Shares not tendered or purchased are to be issued in
the name of, a person other than the registered holder(s), in which case, the
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Certificates(s).
Signatures on such Certificates and stock powers must be guaranteed by an
Eligible Institution.
If this revised Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Certificate(s). Signatures on such
Certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this revised Letter of Transmittal or any Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or any person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such person's authority so to
act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay or cause to be paid all stock transfer taxes with
respect to the transfer and sale of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price of any Shares purchased
is to be made to, or if Certificate(s) evidencing Shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), or if Certificate(s) evidencing tendered shares are registered in
the name of the person other than the person(s) signing this revised Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s), or such other person or otherwise) payable on account of
the transfer to such other person will be deducted from the purchase price of
such Shares purchased, unless evidence satisfactory to the Purchaser of the
payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED
IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE
AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this revised Letter of Transmittal
or if such check or any such Certificate is to be sent and/or any Certificates
are to be returned to someone other than the signer above, or to the signer
above but at an address other than that shown in the box entitled "Description
of Shares Tendered" on the reverse hereof, the appropriate boxes on the reverse
of this revised Letter of Transmittal must be completed. Stockholders
delivering Shares tendered hereby by book-entry transfer may request that
Shares not purchased be credited to such account maintained at a Book-Entry
Transfer Facility as such stockholder may designate in the box entitled
"Special Delivery Instructions" on the reverse hereof. If no such instructions
are given, all such Shares not purchased will be returned by crediting the
account at the Book-Entry Transfer Facility designated on the reverse hereof as
the account from which such Shares were delivered.
8
<PAGE>
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and addresses set forth
below. Additional copies of the Offer to Purchase, the First Supplement, the
Second Supplement, this revised Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Information Agent or Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
9. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase and subject to the terms of the Merger Agreement, the Purchaser
reserves the right in its sole discretion to waive in whole or in part at any
time or from time to time any of the specified conditions of the Offer or any
defect or irregularity in tender with regard to any Shares tendered.
10. Substitute Form W-9. The tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the stockholder's social security or federal employer identification number, on
a Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify, under penalty of perjury, that such number is correct
and that such stockholder is not subject to backup withholding of federal
income tax. If a tendering stockholder is subject to backup withholding, he or
she must cross out item (2) of the "Certification" box on Substitute Form W-9,
unless such stockholder has since been notified that such stockholder is no
longer subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to a $50 penalty
imposed by the Internal Revenue Service ("IRS") and a 31% federal income tax
withholding on the payment of the purchase price of all Shares purchased from
such stockholder. If the tendering stockholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such stockholder should write "Applied For" in the space provided for the TIN
in Part 1, sign and date the Substitute Form W-9 and sign and date the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I, the Depositary will be required to withhold 31% of all
payments made for surrendered shares except that if the Depositary is provided
with a TIN within 60 days, the amount of such withholding will be refunded to
the tendering stockholder.
11. Lost, Destroyed or Stolen Share Certificates. If any Certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box in the box entitled
"Description of Shares Tendered" and indicating the number of Shares lost. The
stockholder will then be instructed as to the steps that must be taken in order
to replace the Share Certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost,
destroyed or stolen Share Certificates have been followed.
12. Non-United States Holders. Non-United States holders must submit a
completed IRS Form W-8 or Form W-8BEN to avoid backup withholding. IRS Form W-8
or Form W-8BEN may be obtained by contacting the Depositary at one of the
addresses on the face of this Letter of Transmittal.
IMPORTANT: THIS REVISED LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF),
PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES AND CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
9
<PAGE>
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder surrendering
Certificates must, unless an exemption applies, provide the Depositary (as
payer) with such stockholder's correct TIN on Substitute Form W-9 included in
this Letter of Transmittal. If the stockholder is an individual, the
stockholder's TIN is the stockholder's social security number. If the correct
TIN is not provided, the stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments of cash to the stockholder (or other
payee) may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must complete an IRS Form W-8 or Form W-8BEN,
signed under penalties of perjury, attesting to such individual's exempt
status. Such forms can be obtained from the Depositary. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions. A stockholder should consult his or her
advisor as to such stockholder's qualification for exemption from backup
withholding and, the procedure for obtaining such exemption.
If federal backup withholding applies, the Depositary is required to
withhold 31% of any payment made to the stockholder. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal backup withholding on payments that are made to a
stockholder with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of his or her correct TIN (or
the TIN of any other payee) by completing the Substitute Form W-9 included in
this Letter of Transmittal certifying (i) that the TIN provided on the
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN),
and that (ii) the stockholder is not subject to backup withholding because (a)
the stockholder has not been notified by the IRS that the stockholder is
subject to backup withholding as a result of a failure to report all interest
and dividends or (b) the IRS has notified the stockholder that the stockholder
is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number, of the record holder
of the Shares tendered hereby. If the Shares are held in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report. If the tendering stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, he or she should write "Applied For" in the space
provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign
and date the Certificate of Awaiting Taxpayer Identification Number, which
appears in a separate box below the Substitute Form W-9. If "Applied For" is
written in Part I, the Depositary will be required to withhold 31% of all
payments made for surrendered Shares except that if the Depositary is provided
with a TIN within 60 days, the amount of such withholding will be refunded to
the tendering stockholder.
10
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: CITIBANK, N.A.
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PART I--PLEASE PROVIDE YOUR TIN IN -----------------------------------
THE BOX AT RIGHT AND CERTIFY Social Security Number
SUBSTITUTE BY SIGNING AND DATING BELOW
FORM OR
W-9 -----------------------------
Department Employer Identification No.
of the (If awaiting TIN write "Applied For")
Treasury -----------------------------------------------------------------------------------
Internal PART II--For payees NOT subject to backup withholding, see the enclosed
Revenue Guidelines for Certification of Taxpayer Identification Number on Substitute
Service Form W-9 and complete as instructed therein.
PART III--Awaiting TIN [ ]
PAYER'S CERTIFICATION--Under penalties of perjury, I certify that:
REQUEST FOR
TAXPAYER (1) The number shown on this form is my correct Taxpayer Identification Number
IDENTIFICATION (or I am waiting for a number to be issued to me);
NUMBER
("TIN") (2) I am not subject to backup withholding because either (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding; and
(3) Any information provided on this form is true, correct and complete.
-----------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
----------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATES REQUIRED TO AVOID BACKUP WITHHOLDING.
- ---------------------------------------------------------------------------------------------------------------------------------
Signature: Date: , 2000
----------------------------------------------------------------------- --------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF
31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART I OF SUBSTITUTE FORM W-9.
- ------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification
Number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number to the Depositary by the
time of payment, 31% of all reportable payments made to me thereafter will be
withheld, but that such amounts will be refunded to me if I provide a certified
Taxpayer Identification Number to the Depositary within sixty (60) days.
Signature: Date: , 2000
---------------------------------- -------------------
- ------------------------------------------------------------------------------
11
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, the First Supplement, the Second Supplement, this revised Letter of
Transmittal and other Offer materials may be directed to the Information Agent
or the Dealer Manager at their respective addresses and telephone numbers as
set forth below:
--------------------
The Information Agent for the Offer is:
[INNISFREE LOGO OMITTED]
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 (call collect) or
Call Toll Free: (888) 750-5835
--------------------
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
Call Toll-Free 1-800-996-7920
12
<PAGE>
EXHIBIT (a)(1)(Q)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
("Certificates") evidencing shares of Class A common stock, par value $.01 per
share (the "Shares"), of Travelers Property Casualty Corp., a Delaware
corporation (the "Company"), are not immediately available, (ii) if the
procedure for delivery by book-entry transfer cannot be completed prior to the
Expiration Date (as defined in the Offer to Purchase), or (iii) if time will
not permit all required documents to reach the Depositary prior to the
Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary. See "THE
TENDER OFFER--Section 3. Procedures for Tendering Shares" of the Offer to
Purchase dated March 23, 2000 and the Second Supplement dated April 6, 2000
(the "Second Supplement").
The Depositary for the Offer is:
CITIBANK, N.A.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier Delivery: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Actions Corporate Action, Suite 4660 c/o Securities Transfer
P.O. Box 2544 525 Washington Boulevard and Reporting Services Inc.
Jersey City, New Jersey 07303-2544 Jersey City, New Jersey 07303-2544 Attention: Corporate Actions
100 William Street
New York, New York 10038
Facsimile for Eligible Institutions:
(201) 324-3284
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in "THE TENDER OFFER--Section 3. Procedures for
Tendering Shares") and certificates representing the Shares to the Depositary
within the time period specified herein. Failure to do so could result in
financial loss to the Eligible Institution.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The Travelers Insurance Group Inc., a
Connecticut corporation and an indirect wholly owned subsidiary of Citigroup
Inc., upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 23, 2000 (the "Offer to Purchase"), the First Supplement,
dated April 4, 2000 (the "First Supplement"), the Second Supplement, and the
revised Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedure described
under "THE TENDER OFFER--Section 3. Procedures for Tendering Shares" in the
Offer to Purchase and the Second Supplement.
- --------------------------------------------------------------------------------
Number of Shares:
---------------------------------------------------------
Share Certificate Number(s) (if available):
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Please check box if Shares will be tendered by book-entry transfer: [ ]
Account Number:
-----------------------------------------------------------
Date:
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
---------------------------------------------------------------------------
Please Type or Print
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Address(es)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Zip Code
---------------------------------------------------------------------------
Area Code and Telephone Number(s)
---------------------------------------------------------------------------
Signature(s) of Holder(s)
Dated: , 2000
-------------------------------------------------------
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member in the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), guarantees to
deliver to the Depositary, at one of its addresses set forth above, either
Certificates evidencing the Shares tendered hereby in proper form for transfer,
or confirmation of book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company, in each case with delivery of a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry transfer, and any
other required documents, all within three New York Stock Exchange, Inc.
trading days (as defined in the Offer to Purchase) of the date hereof.
- ------------------------------------------
-----------------------------------
Name of Firm
-----------------------------------
Address
-----------------------------------
-----------------------------------
Zip Code
-----------------------------------
Area Code and Telephone Number
- ------------------------------------------
- ------------------------------------------
-----------------------------------
Authorized Signature
-----------------------------------
Title
Name:
------------------------------
Please Type or Print
Dated: , 2000
------------------------
- ------------------------------------------
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
EXHIBIT (a)(1)(R)
THE TRAVELERS INSURANCE GROUP INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
CITIGROUP INC.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
TO
$41.95 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
April 6, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by The Travelers Insurance Group Inc., a
Connecticut corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Citigroup Inc., a Delaware corporation, to act as Dealer Manager
in connection with the Purchaser's offer to purchase all of the issued and
outstanding shares of Class A common stock, par value $.01 per share (the
"Shares"), of Travelers Property Casualty Corp., a Delaware corporation (the
"Company"), at a purchase price of $41.95 per Share, net to the seller in cash
(such amount, or any greater amount per Share paid pursuant to the Offer, being
referred to herein as the "Offer Price"), without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
March 23, 2000 (the "Offer to Purchase"), the First Supplement, dated April 4,
2000 (the "Supplement"), the Second Supplement, 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") enclosed herewith.
The Offer is being made in connection with the Agreement and Plan of Merger,
dated as of March 22, 2000, among Parent, the Purchaser and the Company.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
Enclosed for your information and use are copies of the following
documents:
1. Second Supplement, dated April 6, 2000;
2. The revised Letter of Transmittal, including a Certification of Taxpayer
Identification Number on Substitute Form W-9, to be used by holders of
Shares in accepting the Offer and tendering Shares;
3. A revised Notice of Guaranteed Delivery to be used to accept the Offer
if the Shares and all other required documents are not immediately
available or cannot be delivered to Citibank, N.A. (the "Depositary") by
the Expiration Date (as defined in the Offer to Purchase) or if the
procedure for book-entry transfer cannot be completed by the Expiration
Date;
4. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the
Offer;
<PAGE>
5. Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule
14D-9, dated April 6, 2000, which has been filed by the Company with the
Securities and Exchange Commission.
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. A return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates evidencing such Shares (or a confirmation of a book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase)), (ii) a properly completed and
duly executed Letter of Transmittal (or a properly completed and manually
signed facsimile thereof) or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer and (iii) any other required
documents.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedure
described under "THE TENDER OFFER--Section 3. Procedures for Tendering Shares"
in the Offer to Purchase and the Second Supplement.
The Purchaser will not pay any fees or commissions to any broker, dealer
or other person (other than the Dealer Manager, the Depositary and the
Information Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. However, the Purchaser
will, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the enclosed materials to your clients. The
Purchaser will pay or cause to be paid any stock transfer taxes payable with
respect to the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the revised Letter of Transmittal.
Any inquiries you may have with respect to the Tender Offer should be
addressed to Salomon Smith Barney or Innisfree M&A Incorporated (the
"Information Agent") at the addresses and telephone numbers set forth on the
back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent, at the addresses and telephone numbers set forth on the back
cover page of the Offer to Purchase.
VERY TRULY YOURS,
SALOMON SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR
ANY OTHER PERSON, THE AGENT OF THE PURCHASER, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
EXHIBIT (a)(1)(S)
THE TRAVELERS INSURANCE GROUP INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
CITIGROUP INC.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
TO
$41.95 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
April 6, 2000
To Our Clients:
Enclosed for your consideration are the Second Supplement, dated April 6,
2000 (the "Second Supplement"), to the Offer to Purchase dated March 23, 2000
(the "Offer to Purchase") and the Supplement dated April 4, 2000, (the "First
Supplement") and the revised Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer") in connection
with the offer by The Travelers Insurance Group Inc., a Connecticut corporation
(the "Purchaser") and an indirect wholly owned subsidiary of Citigroup Inc.
("Parent"), to purchase all of the outstanding shares of Class A common stock,
par value $.01 per share (the "Shares"), of Travelers Property Casualty Corp.,
a Delaware corporation (the "Company"), at a purchase price of $41.95 per
Share, net to the seller in cash (such amount, or any greater amount per Share
paid pursuant to the Offer, being referred to herein as the "Offer Price"),
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price has been increased to $41.95 per Share, net to you
in cash without interest upon the terms and conditions set forth in
the Offer to Purchase, the First Supplement, and the Second
Supplement.
2. The Offer is being made for all issued and outstanding Shares.
<PAGE>
3. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, APRIL 19, 2000, UNLESS THE OFFER IS
EXTENDED.
4. Stockholders who tender Shares will not be obligated to pay
brokerage fees or commissions to the Dealer Manager, the Information
Agent or the Depositary or, except as otherwise provided in
Instruction 6 of the revised Letter of Transmittal, stock transfer
taxes with respect to the purchase of Shares by the Purchaser
pursuant to the Offer.
The Offer is made solely by the Offer to Purchase, the First Supplement,
the Second Supplement and the revised Letter of Transmittal and any supplements
and amendments thereto and is being made to all holders of Shares. The
Purchaser is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
the Purchaser becomes aware of any valid state statute prohibiting the making
of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will
make a good faith effort to comply with such state statute. If, after such good
faith effort, the Purchaser cannot comply with such state statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such state. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Salomon
Smith Barney Inc. or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the opposite side of this letter. An envelope in which to return
your instructions to us is enclosed. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified in your
instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US AS SOON AS POSSIBLE
SO THAT WE WILL HAVE AMPLE TIME TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
TRAVELERS PROPERTY CASUALTY CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Second Supplement, dated April 6, 2000, to the Offer to Purchase, dated March
23, 2000 and the First Supplement, dated April 4, 2000, and the revised Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), in connection with the offer by The Travelers
Insurance Group Inc., a Connecticut corporation (the "Purchaser") and an
indirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation, to
purchase all of the outstanding shares of Class A common stock, par value $.01
per share (the "Shares"), of Travelers Property Casualty Corp., a Delaware
corporation (the "Company"), at a purchase price of $41.95 per Share, net to
the seller in cash (such amount, or any greater amount per Share paid pursuant
to the Offer, being referred to herein as the "Offer Price"), without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Dated: , 2000
- ----------------------------------
Number of Shares to be Tendered:
Shares*
- -----------------
- ---------------------------------- SIGN HERE
- ---------------------------------- ------------------------------------
Account Number:
----------------
Dated: , 2000 ------------------------------------
------------- Signature(s)
- ---------------------------------
------------------------------------
Please Type or Print Name(s)
------------------------------------
------------------------------------
Please Type or Print Address(es)
------------------------------------
Area Code and Telephone Number(s)
------------------------------------
Tax Identification or Social Security
Number(s)
- ----------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2 TO
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------------
TRAVELERS PROPERTY CASUALTY CORP.
(Name of subject company)
---------------------------
TRAVELERS PROPERTY CASUALTY CORP.
(Name of person(s) filing statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
893939 10 8
(CUSIP number of class of securities)
JAMES M. MICHENER, ESQ.
GENERAL COUNSEL AND SECRETARY
ONE TOWER SQUARE - 8GS
HARTFORD, CONNECTICUT 06183
(860) 277-0111
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of person(s) filing statement)
WITH COPIES TO:
MARTIN LIPTON, ESQ. ERIC J. FRIEDMAN, ESQ.
Wachtell, Lipton, Rosen & Katz Skadden, Arps, Slate, Meagher & Flom LLP
51 West 52nd Street Four Times Square
New York, New York 10019 New York, New York 10036
(212) 403-1000 (212) 735-3000
[ ] Check the box if the filing relates solely to preliminary communications
made before commencement of a tender offer.
<PAGE>
AMENDMENT NO. 2
TO SCHEDULE 14D-9
This Amendment No. 2 ("Amendment No. 2") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 initially filed with the Securities and Exchange
Commission (the "SEC") on March 23, 2000, as amended by the Amendment No. 1
thereto dated April 4, 2000 (the "Schedule 14D-9"), by Travelers Property
Casualty Corp. (the "Company"), relating to a tender offer (the "Offer")
commenced by The Travelers Insurance Group Inc. ("Purchaser"), a Connecticut
corporation and an indirect wholly-owned subsidiary of Citigroup Inc., a
Delaware corporation ("Parent"), on March 23, 2000 to purchase all of the
outstanding shares of Class A common stock, par value $.01 per share, of the
Company. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Schedule 14D-9.
On the date hereof, Parent, Purchaser and the Company are filing
Amendment No. 4 to the Schedule TO filed March 23, 2000 with the SEC, which
includes as Exhibit (a)(1)(O) thereto the Second Supplement (the "Second
Supplement") to the Offer to Purchase of Purchaser dated March 23, 2000 (the
"Offer to Purchase"). The information in the 14D-9 is hereby expressly
incorporated herein by reference in response to all the items of this Amendment
No. 2, except as otherwise set forth below.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The information contained under "Background of this Offer" and "Terms
of the Offer; Expiration Date" in the Second Supplement is incorporated herein
by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The information contained under "INTRODUCTION", "Background of this
Offer" and "Certain Legal Matters" in the Second Supplement is incorporated
herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The information contained under "Background of this Offer," "Terms of
the Offer; Expiration Date" and "Price Range of Shares; Dividends" in the Second
Supplement is incorporated herein by reference.
<PAGE>
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The information contained under "Certain Legal Matters" in the Second
Supplement is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
EXHIBIT NO. DESCRIPTION
(a)(1)(O) Second Supplement to Offer to Purchase dated April 6, 2000.*
(a)(1)(P) Revised Letter of Transmittal.*
(a)(1)(Q) Revised Notice of Guaranteed Delivery.*
(a)(1)(R) Revised Letter from Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(S) Revised Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(U) Text of press release issued by Citigroup Inc., dated
April 6, 2000.*
(a)(5)(Q) Memorandum of Understanding, dated April 6, 2000, between the
class action plaintiffs and the defendants.*
(a)(5)(R) Letter, dated April 5, 2000, distributed by electronic mail to
Travelers Property Casualty Corp. employees.*
- --------------
* Incorporated by reference to Amendment No. 4 to Schedule TO filed by
Parent, Purchaser and the Company on April 6, 2000.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 is true, complete, and
correct.
April 6, 2000
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
-------------------------------------
Name: James M. Michener
Title: General Counsel and Secretary
<PAGE>
EXHIBIT (a)(1)(U)
[CITIGROUP LOGO]
FOR IMMEDIATE RELEASE
CITIGROUP INC. (NYSE SYMBOL: C)
APRIL 6, 2000
CITIGROUP ANNOUNCES AN INCREASE OF THE TENDER
OFFER PRICE FOR TRAVELERS PROPERTY CASUALTY CLASS A
COMMON STOCK TO $41.95 PER SHARE
New York, NY -- Citigroup (NYSE: C) announced today that it has increased the
purchase price being offered in its cash tender offer for all the publicly-held
shares of Travelers Property Casualty (NYSE: TAP), from $41.50 to $41.95 per
share in cash. The cash consideration for shares purchased in the subsequent
merger will likewise be increased. All those who have previously tendered their
shares in connection with the tender offer will receive the higher price for
their shares. The Travelers Board of Directors approved the tender offer on
March 21, 2000 and it is currently scheduled to expire on April 19, 2000.
Citigroup also announced that it and Travelers Property Casualty Corp. reached a
preliminary settlement of the purported stockholder class actions opposing
Citigroup's cash tender offer and subsequent merger transaction, currently
pending before the Delaware Chancery Court.
The preliminary settlement, which is subject to the execution of a definitive
settlement agreement and judicial approval, would provide for a release of the
claims asserted in the lawsuits. Citigroup, Travelers and each of its directors
have agreed to the settlement of these class actions to eliminate the burden and
expense of further litigation and to permit the tender offer and the merger to
proceed as scheduled.
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.
<PAGE>
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 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
<PAGE>
EXHIBIT (a)(5)(Q)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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HOWARD VOGEL, on behalf of himself and :
all others similarly situated, :
:
Plaintiff, : Civil Action No. 17902 NC
:
-against- :
:
TRAVELERS PROPERTY CASUALTY CORP., :
ROBERT I. LIPP, JAY S. FISHMAN, FRANK J. :
TASCO, DUDLEY C. MECUM II, ARTHUR :
ZANKEL, KENNETH J. BIALKIN, SANFORD I. :
WEILL, LESLIE B. DISHAROON and :
CITIGROUP INC., :
:
Defendants. :
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MEMORANDUM OF UNDERSTANDING
WHEREAS, on March 21, 2000, Travelers Property Casualty Corp. ("Travelers")
announced that it had agreed to a transaction with Citigroup Inc. ("Citigroup")
whereby Citigroup, through an entity under its control, would commence a cash
tender offer at $41.50 per share for all of the shares of Travelers it does not
already own, to be followed by a merger at the same price (the "Proposed
Transaction"),
WHEREAS, plaintiffs subsequently filed thirteen complaints, and two amended
complaints (the "Amended Complaint"), alleging, among other things, that
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the Proposed Transaction was unfair and that the disclosure made in connection
with the offer was inadequate and misleading;
WHEREAS, counsel for all plaintiffs have agreed to prompt consolidation of
all of the lawsuits challenging the Proposed Transaction and have committed to
seeking consolidation of the actions promptly; and
WHEREAS, Arthur Abbey, as counsel representing all plaintiffs, has
negotiated with defendants' counsel in an effort to reach a settlement of the
actions.
NOW THEREFORE, the parties to the actions have reached an agreement
providing for the settlement of the actions on the terms and subject to the
conditions set forth below (the "Settlement"):
1. Solely as a result of the litigation, the Proposed Transaction shall
be modified so that the consideration paid to shareholders in the
tender offer and following merger shall be increased by 0.45 cents per
share to $41.95 per share. The disclosure concerning the Proposed
Transaction shall be promptly supplemented to reflect the increased
consideration and any other necessary matters and plaintiffs' counsel
shall review such disclosure before it is filed and sent to Travelers'
stockholders;
2. Plaintiffs may conduct such reasonable additional discovery within 30
days from the date hereof, as the parties agree is
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appropriate and necessary to confirm the fairness and reasonableness
of the terms of this Settlement.
3. The parties to the consolidated actions will attempt in good faith to
agree upon and execute an appropriate Stipulation of Settlement of the
actions (the "Stipulation") and such other documentation as may be
required in order to obtain final Court approval of the Settlement and
the dismissal of the actions, and such Stipulation shall be executed
and submitted to the Court of Chancery for approval at the earliest
practicable time. The Stipulation shall expressly provide, among other
things, that:
a. the defendants have denied, and continue to deny, that they have
committed or aided and abetted in the commission of any violation
of law or engaged in any of the wrongful acts alleged in the
complaints;
b. the defendants are entering into the Stipulation solely because
the proposed Settlement would eliminate the burden and expense of
further litigation; and
c. plaintiffs' counsel, having made a thorough investigation of the
facts, believe that the proposed Settlement is
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fair, reasonable and adequate and in the best interests of
plaintiffs and the proposed class.
4. The Stipulation will further provide for, among other things,
a. appropriate certification of a non opt out class described in the
Amended Complaint;
b. the entry of a judgment in appropriate form, dismissing the
actions with prejudice and barring, among other things, any
claims known or unknown that have been, could have been, or in
the future can or might be asserted in the actions or in any
court, tribunal or proceeding, (including but not limited to any
claims arising under federal, state or common law, including the
federal securities laws and any state disclosure law), by or on
behalf of any member of the class, whether individual, class,
derivative, representative, legal, equitable, or any other type
or in any other capacity against defendants or any of their
families, parent entities, associates, affiliates or subsidiaries
and each and all of their respective past, present or future
officers, directors, stockholders, principals, representatives,
employ-
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ees, attorneys, financial or investment advisors, consultants,
accountants, investment bankers, commercial bankers, advisors or
agents, heirs, executors, trustees, general or limited partners
or partnerships, personal representatives, estates,
administrators, predecessors, successors and assigns
(collectively, the "Released Persons") which have arisen, arise
now or hereafter may arise out of or relate in any manner to the
allegations, facts or any other matter whatsoever set forth in or
otherwise related, directly or indirectly to the complaints in
the actions and, subject to Travelers fulfilling all of its
obligations as provided in the Offer to Purchase, any other
matters related to the Proposed Transaction;
c. the delivery of releases in an appropriate form releasing any
claims for violation of federal, state or common law; and
d. Additional disclosure made by Travelers on April 4, 2000 in the
Offer to Purchase was made following the service of the Second
Amended Complaint.
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5. It is the intention of the parties to extinguish all such settled
claims and consistent with such settled claims and consistent with
such intentions, the releasing parties waive their rights to the
extent permitted by state law, federal law or principle of common law,
which may have the effect of limiting the release set forth above.
6. This Memorandum of Understanding and the proposed Settlement described
herein shall not be legally binding upon any party unless and until
the Stipulation is executed. The Settlement described herein shall be
subject to the approval of the Court of Chancery. Should a Stipulation
not be executed or not be consummated in accordance with the terms
described herein, the proposed Settlement shall be null and void and
of no force and effect, and shall not be deemed to prejudice in any
way the position of any party with respect to this litigation. In such
event, neither the existence of this Memorandum of Understanding nor
its contents shall be admissible in evidence or shall be referred to
for any purpose in this litigation or in any other litigation or
proceeding.
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7. Upon final approval of the settlement of the actions (including any
appeals), Citigroup shall pay plaintiffs' counsel $4.4 million in
fees, inclusive of expenses and disbursements, subject to approval of
the Court of Chancery. In the event such fees and expenses as awarded
by the Court are not paid within 30 days after such award, interest
shall accrue on such award at 7 per cent per annum from the date of
the award until payment. Citigroup shall be responsible for the costs
of Notice with respect to the settlement.
8. This Memorandum of Understanding may be signed in counterparts.
DATED: April 6, 2000
/s/ Arthur N. Abbey
-----------------------------
Arthur N. Abbey
ABBEY, GARDY & SQUITIERI, LLP
212 East 39th Street
New York, NY 10016
(212) 889-3700
Attorneys for all Plaintiffs
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/s/ David C. McBride
-------------------------------
David C. McBride
YOUNG CONAWAY STARGATT & TAYLOR
Rodney Square North
P.O. Box 391
Wilmington, Delaware 19899-0391
(302) 571-6639
Attorneys for Defendants Frank J. Tasco
and Leslie B. Disharoon
/s/ Edward P. Welch
-------------------------------
Edward P. Welch
Andrew J. Turezyn
Julie A. Tostrup
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899-0636
(302) 651-3000
Attorneys for All Other Defendants
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EXHIBIT (a)(5)(R)
April 5, 2000
To All Employees of
Travelers Property Casualty Corp.:
As you know, there was an announcement on March 22, 2000 that Citigroup intends
to acquire the outstanding Class A common stock of the Company for $41.50 per
share in cash.
If you own stock, you will be receiving a variety of tender offer materials.
Because you had the ability to acquire stock on the open market and through
participation in employee benefit plans, these materials are coming from a
number of different sources and each will have different instructions and return
dates. We have received many questions from employees regarding the tender offer
process. This letter and Fact Sheet are intended to help you understand the
tender offer process and what actions you are being asked to take. The Fact
Sheet also provides phone numbers for more information.
The tender offer is currently scheduled to close April 19, 2000. If you are
eligible to participate in the tender offer and if you choose to deliver your
shares by following the instructions in the tender offer materials, you will
receive $41.50 per share, promptly following the closing. Certain employees may
be subject to withholding. There are special rules which govern the effect of
the tender offer on shares held under employee benefit plans. Please refer to
the Fact Sheet for specific instructions.
Once the merger is completed, if you have not previously tendered your shares,
you will receive instructions on how to exchange your shares for the same cash
price of $41.50 per share. THIS IS BECAUSE SHARES THAT YOU DO NOT TENDER WILL BE
CONVERTED AUTOMATICALLY INTO THE RIGHT TO RECEIVE THIS CASH AMOUNT, UNLESS YOU
EXERCISE YOUR DISSENTERS' RIGHTS AS DESCRIBED IN THE TENDER OFFER MATERIALS.
FOLLOWING THE MERGER, SHARES OF COMPANY STOCK WILL NO LONGER BE PUBLICLY TRADED.
If you have further questions about the tender offer (other than questions
relating to shares held through employee benefit plans) please contact Innisfree
M&A Incorporated, the information agent for the tender offer, at 1-888-750-5835
or (212) 750-5833 (collect).
As always, we will continue to communicate with you as necessary throughout this
process.
Sincerely,
W. Douglas Willett
Senior Vice President
Human Resources
THIS LETTER IS INTENDED TO SERVE AS A BRIEF SUMMARY OF THE TENDER OFFER
PROCEDURES. FOR A COMPLETE DESCRIPTION OF THE TENDER OFFER PROCEDURES AND THE
TERMS AND CONDITIONS OF THE TENDER OFFER, YOU SHOULD READ THE OFFER TO PURCHASE,
THE SUPPLEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND
ALL OTHER TENDER OFFER MATERIALS CAREFULLY BEFORE DECIDING WHETHER TO TENDER
YOUR SHARES.
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FACT SHEET--APRIL 5, 2000
TENDER OFFER MATERIALS
Depending on how you hold your shares, you may have received some or all of the
following materials:
1. Citigroup's "Offer to Purchase" setting forth the terms and conditions
of the tender offer and the merger.
2. A letter from Jay Fishman, attached to the Company's Solicitation/
Recommendation Statement on Schedule 14D-9 setting forth the
recommendation of the Company's Board of Directors that stockholders
should tender their shares in the tender offer.
3. The blue "Letter of Transmittal" which should be completed by
stockholders who hold shares in certificate form and want to tender
their shares to the Depositary.
4. The yellow "Client Letter" which should be completed if a broker,
dealer or other nominee other than Salomon Smith Barney (SSB) holds
shares for you and you want to tender those shares in the tender
offer.
5. The 3" by 8" insert from SSB which provides instructions for shares
held in a SSB account.
6. The green "Notice of Guaranteed Delivery" which should be completed if
you are unable to complete the required documents for tendering your
shares by April 19, 2000.
7. The Guidelines for Certification of Taxpayer Identification Number
provides information on certain tax considerations.
8. A Supplement to the Offer to Purchase which was filed with the
Securities and Exchange Commission on April 5, 2000. You will receive
this under separate cover. This updates certain information relating
to the tender offer. It is for your information and does not require
you to take additional action.
SHARES HELD IN CERTIFICATE FORM
IN ORDER TO TENDER, YOU MUST DELIVER THE ORIGINAL CERTIFICATES, TOGETHER WITH A
SIGNED, COMPLETED COPY OF THE BLUE LETTER OF TRANSMITTAL to Citibank, N.A., the
Depositary for the tender offer, no later than 12 midnight, ET, Wednesday, April
19, 2000.
LOST OR MISSING CERTIFICATES
If you are unable to provide some required information to the Depositary by the
April 19, 2000 deadline, you may be provided with a little extra time BY
COMPLETING THE GREEN NOTICE OF GUARANTEED DELIVERY FORM and delivering it to the
Depositary no later than 12 midnight ET on Wednesday, April 19, 2000.
SHARES HELD IN A SSB BROKERAGE ACCOUNT
If you hold shares in a SSB account, either purchased outside a plan or vested
as part of TAP CAP, PLEASE CONTACT YOUR BROKER DIRECTLY IF YOU WISH TO TENDER
YOUR SHARES. Refer to your SSB brokerage statement for the number to call. If
you cannot locate a statement, please contact any local SSB branch to obtain the
proper number.
SHARES HELD IN OTHER BROKERAGES
If you hold shares in other brokerage firms, review the materials provided and
CALL THE BROKER FOR DETAILS.
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TRAVELERS GROUP 401(k) SAVINGS PLAN
If a portion of your 401(k) account is invested in the Travelers Property
Casualty (TAP) Common Stock fund, you should have received instructions from
State Street Bank & Trust Co. If you would like to tender these shares, THE
COMPLETED WHITE INSTRUCTION FORM MUST BE RECEIVED BY STATE STREET BY MIDNIGHT,
ET, APRIL 13, 2000. Included in the package is the blue Letter of Transmittal;
this does NOT need to be returned and is included for your information only. All
transactions as a result of the tender offer process will occur within the
401(k) plan; no checks will be distributed to participants.
You may instead choose to transfer your TAP balance to any open investment fund
until 3 p.m., ET, April 13, 2000, and your shares will not be part of the tender
process.
If you do not transfer your entire TAP fund balance, your ENTIRE 401(k) account
will be frozen for all loans and distributions, as well as transfers in or out
of the TAP fund from 3 p.m., ET, April 13, 2000, until the tender offer is
complete. As soon as possible after the merger, the proceeds from your TAP
account will be transferred to the SSB Money Funds Cash Portfolio.
Please note that all plan participants will be temporarily restricted from
changing their investment direction for future contributions for ANY fund after
3 p.m., ET, April 6, 2000, until 3 p.m., ET, April 7, 2000. However, you may
redirect your investment election at any other time.
Please call ConnectOne at 1-800-881-3938, enter your Social Security and PIN,
and select option 1 with questions about the 401(k) savings plan. You can also
access the MetLife website through a link from TRAVnet (Employee Connection--
Your Benefits) or the internet at https://online.metlife.com/401k/travelers/.
STOCK PURCHASE PLAN
You will be receiving instructions from the Plan Agent, SSB. Sale restricted
shares purchased under the discount program may be tendered. If you would like
to tender your shares in this plan, SSB MUST RECEIVE THE SHAREHOLDER CORPORATE
ACTION NOTIFICATION FORM BY APRIL 17, 2000.
Please call SSB Stock Plan Services at 1-800-367-4777 with questions.
CAPITAL ACCUMULATION PLAN (TAP CAP)
If you hold restricted stock under TAP CAP, your award will be automatically
converted to cash at the $41.50 share price. Your award(s) will be held in
trust, and will continue to carry the existing restrictions and vesting dates.
You will not receive the tender offer materials, but will instead receive
information and an election form from Compensation. You can elect to leave the
cash in trust, in an interest bearing account, for the remainder of the
restricted period, or you can elect to receive restricted shares of Citigroup
Inc. common stock instead. If you do not RETURN THE FORM BY APRIL 17, 2000, your
CAP award will be placed in the interest-bearing account. These elections will
carry the same restrictions and vesting dates as your original award. If you
have questions about TAP CAP, please call (860) 277-4304.
Citigroup STOCK OPTIONS are unaffected by the tender offer.
