<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
(AMENDMENT NO. 6)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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))
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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893939108
(CUSIP Number of Class of Securities)
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Charles O. Prince, III, Esq.
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Telephone: (212) 559-1000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Eric J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[ ]issuer tender offer subject to Rule 13e-4.
[X]going-private transaction subject to Rule 13e-3.
[ ]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Amendment No. 6 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 6. INTEREST OF SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following:
In anticipation of the consummation of the Offer, the Purchaser has given
notice to the Company that it is exercising its option to convert all of its
shares of Class B Common Stock into Shares and fixed April 19, 2000 as the date
of conversion. As a result of the conversion of its Class B Common Stock, the
Purchaser intends for the Merger to be effectuated as a Short-Form Merger so
long as at least 18,613,873 Shares are tendered in the Offer.
ITEM 12. EXHIBITS.
(a)(1)(V) Text of press release issued by the Company, dated April 17, 2000.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SCHEDULE TO AND SCHEDULE 13E-3
CITIGROUP INC.
By: /s/ Katherine McG. Sullivan
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Name: Katherine McG. Sullivan
Title: Vice President and Assistant Secretary
THE TRAVELERS INSURANCE GROUP INC.
By: /s/ Katherine McG. Sullivan
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Name: Katherine McG. Sullivan
Title: Vice President and Secretary
SCHEDULE 13E-3
TRAVELERS PROPERTY CASUALTY CORP.
By: /s/ James M. Michener
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Name: James M. Michener
Title: Senior Vice President, Secretary and
General Counsel
Date: April 18, 2000
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(V) Text of press release issued by the Company, dated April 17, 2000.
4
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NEWS
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TRAVELERS PROPERTY CASUALTY REPORTS RECORD
FIRST QUARTER OPERATING EARNINGS OF $369.1 MILLION,
UP 14% FROM $323.5 MILLION;
EPS UP 16% TO $0.96 FROM $0.83
HARTFORD, Conn., April 17, 2000 -- Travelers Property Casualty Corp. (NYSE: TAP)
reported a 14% rise in operating earnings to $369.1 million for the quarter
ended March 31, 2000, up from $323.5 million in the 1999 quarter. On a diluted
basis, operating earnings per share were $0.96, up 16% from $0.83 per share in
the 1999 quarter.
Net income rose to $330.5 million or $0.86 per share compared to $200.5
million or $0.51 per share in 1999. The 2000 quarter included realized
investment losses of $38.6 million compared to realized investment gains of
$10.1 million in the first quarter of 1999. In addition, the 1999 quarter
included a charge of $133.1 million or $0.34 per share as a result of the
required adoption of new accounting principles.
Per share results are based on 385.4 million weighted average shares
outstanding compared to 390.5 million in the 1999 quarter.
In the 2000 quarter, Citigroup, which holds an 85% interest in the
Company, announced a tender offer for the outstanding publicly held shares of
the Company. The offer price is $41.95 per share and is scheduled to expire on
April 19, 2000. Also during the quarter, the Company announced an agreement to
acquire the surety business of Reliance Group Holdings. A definitive agreement
was signed April 10 and the acquisition is expected to close by the end of the
second quarter.
The increase in operating earnings for the 2000 quarter was due to
higher net investment income and increases in Commercial Lines rates achieved in
prior quarters. These were partially offset by higher catastrophe losses in
Personal Lines.
(more)
One Tower Square
Hartford, CT 06183
www.travelers.com
[Travelers Property Casualty Logo]
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Travelers Property Casualty/2
"The Commercial Lines market continues to improve with incremental
benefits from rate increases achieved last year flowing through to the bottom
line," said Jay S. Fishman, Chairman and Chief Executive Officer. "By the end of
this quarter, our middle market field organization achieved average rate
increases in the mid teens. With the growing strength in this market and in our
specialty and small business markets, we also began to show increases in net
written premiums."
Net written premiums were $2.037 billion compared to $2.026 billion in
the 1999 quarter, adjusted for a reinsurance transaction. The increase is due to
higher Commercial Lines premiums partially offset by lower premiums in Personal
Lines, which were principally due to the curtailment of TRAVELERS SECURE(R).
Net investment income rose to $397.7 million, after tax, compared to
$368.9 million in the first quarter of 1999.
The statutory combined ratio was 100.3% compared to 99.6%, as adjusted
for the reinsurance transaction, in the first quarter of 1999.
COMMERCIAL LINES: OPERATING EARNINGS OF $298.8 MILLION WERE UP 22% FROM
$244.8 MILLION IN 1999
The operating results in this segment reflect higher net investment
income, rate increases achieved in prior quarters, increased favorable
prior-year reserve development and continued expense reductions. There were no
catastrophe losses in the current or prior year quarters.
The statutory combined ratio for the quarter was 101.4% compared to
104.7% in 1999.
Net written premiums for the quarter were $1.147 billion, up from
$1.114 billion in the first quarter of 1999.
(more)
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Travelers Property Casualty/3
PERSONAL LINES: OPERATING EARNINGS WERE $96.3 MILLION COMPARED TO $108.6
MILLION IN 1999
The lower operating income was due to higher catastrophe losses,
partially offset by higher net investment income.
The statutory combined ratio for the quarter was 99.1%, up from 93.2%
in the 1999 quarter, adjusted for a reinsurance transaction. The increase was
due largely to higher catastrophe losses, which were $30.4 million, up from $8.1
million in the 1999 quarter and to lower favorable prior-year reserve
development.
Net written premiums were $889.7 million, down from $911.7 million,
excluding the reinsurance transaction, as a result of planned reductions in the
TRAVELERS SECURE(R) business, a mandated rate decrease in New Jersey, and a
continued emphasis on disciplined underwriting. These reductions were partially
offset by an increase in affinity group sales.
INTEREST EXPENSE AND OTHER: OPERATING EXPENSE OF $26.0 MILLION COMPARED TO
$29.9 MILLION IN 1999
The primary component of Interest Expense and Other for the quarter was
interest expense of $22.1 million.
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. Travelers Property Casualty is a
member of Citigroup (NYSE: C), a diversified, global financial services company.
For more information on Travelers Property Casualty and its products, please
visit the Company's web site at www.travelers.com.
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CONTACTS
MEDIA: INVESTORS:
Keith Anderson Sheri Ptashek
860/954-6390 212/559-4658
