1
Exhibit 2.2
Travelers Group Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 8, 1998
Xxxx X. Xxxxx, Esq.
Executive Vice President
Citicorp
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx:
In accordance with Section 1.07 of the Agreement and Plan of Merger
(the "Merger Agreement") dated as of April 5, 1998, by and between Travelers
Group Inc. ("Travelers") and Citicorp, we would like to confirm our agreement to
change the form of the business combination contemplated by the Merger Agreement
to a business combination in which, at the Effective Time, Citicorp shall be
merged with and into Citi Merger Sub Inc. (the "Merger"), a newly formed
Delaware corporation and a wholly owned subsidiary of Travelers ("Merger Sub"),
with Merger Sub continuing as the surviving corporation (the "Surviving
Corporation") following the Merger and succeeding to and assuming all of the
rights of Citicorp in accordance with the DGCL.
As a result of the change in form of the business combination described
above, we would like to confirm our agreement and understanding of the following
matters relating to the Merger Agreement:
1. All references to the "Merger" contained in the Merger Agreement
shall be deemed to be references to the "Merger" as defined above (including,
without limitation, references in the first recital to, and Section 1.01 of, the
Merger Agreement).
2
2. All references to the "Surviving Corporation" contained in the
Merger Agreement shall be deemed to be references to the "Surviving Corporation"
as defined above, except that such references contained in Sections 1.06, 2.02,
5.07(a), 5.19 and 6.01(b) of the Merger Agreement shall be deemed to be
references to Travelers. Travelers agrees to cause the Surviving Corporation to
perform all of the Surviving Corporation's obligations under the Merger
Agreement.
3. The Certificate of Incorporation and By-laws of Citicorp shall be
the certificate of incorporation and by-laws, respectively, of the Surviving
Corporation until thereafter changed or amended as provided by applicable law,
except that as of the Effective Time the certificate of incorporation and
by-laws of the Surviving Corporation shall be amended to reflect the
transactions contemplated by the Merger Agreement and as may otherwise be agreed
between Travelers and Citicorp. The foregoing shall be deemed to replace the
provisions currently contained in Section 1.05 of the Merger Agreement. At or
immediately after the Effective Time and subject to approval by Travelers'
stockholders, Travelers' Restated Certificate of Incorporation shall be amended
to change Travelers' name to "Citigroup Inc." and to increase the authorized
number of shares of Travelers Common Stock to six billion. In addition, at or
prior to the Effective Time, Travelers' By-laws shall be amended as necessary to
reflect the provisions of Section 1.06 of the Merger Agreement.
4. All references to the "Travelers Stockholder Approval" contained in
the Merger Agreement shall be deemed to be references to the vote at the
Travelers Stockholders Meeting of the holders of a majority of the voting power
of all outstanding shares of Travelers Common Stock, Series I Preferred Stock,
Series J Preferred Stock and Series K Preferred Stock, voting as a single class,
in favor of the Merger Agreement and the transactions contemplated thereby,
including the issuance of Travelers Common Stock pursuant to the Merger in
accordance with the terms of the Merger Agreement and the change of Travelers'
name to "Citigroup Inc." following the Merger, which is the only vote of the
holders of any class or series of Travelers' capital stock necessary to approve
and adopt the Merger Agreement and the transactions contemplated thereby.
2
3
This letter is intended to constitute a statement of facts as
contemplated by Section 251(b) of the Delaware General Corporation Law.
Capitalized terms used but not defined in this letter shall have the meanings
ascribed to such terms in the Merger Agreement.
If the foregoing correctly reflects our understanding, please so
indicate by signing and returning one copy of this letter.
Very truly yours,
TRAVELERS GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxx, III
Title: Executive Vice
President
Agreed to and Accepted by:
CITICORP
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice
President
CITI MERGER SUB INC.
By: /s/ Xxxxxxx X. Xxxxxx, III
----------------------------------
Name: Xxxxxxx X. Xxxxxx, III
Title: Executive Vice
President
3
