EXHIBIT (a)(3)
[TRAVELERS PROPERTY CASUALTY LETTERHEAD]
Travelers Property Casualty Corp.
Xxx Xxxxx Xxxxxx-0XX
Xxxxxxxx, XX 00000
March 23, 2000
Dear Stockholder:
On March 22, 2000, Travelers Property Casualty Corp. ("Travelers"),
Citigroup Inc., a Delaware corporation ("Citigroup"), and The Travelers
Insurance Group Inc., a Connecticut corporation and an indirect wholly owned
subsidiary of Citigroup ("Purchaser"), entered into a merger agreement
providing for the acquisition of all of the outstanding Class A common stock of
Travelers at $41.50 per share, net to the seller in cash (less any required
withholding taxes), without interest thereon.
Purchaser has today commenced a cash tender offer for all outstanding
shares of Travelers Class A common stock, at a price of $41.50 per share, net
to the seller in cash (less any required withholding taxes), without interest
thereon. The merger agreement provides that, following the tender offer, a
newly formed wholly owned subsidiary of Purchaser will merge with and into
Travelers and any remaining shares of common stock of Travelers other than
those owned by Citigroup, Travelers or Purchaser will be converted into the
right to receive $41.50 per share in cash, without interest.
At a meeting on March 21, 2000, your Board of Directors (the "Board"), by
unanimous vote based on, among other things, the recommendation of a Special
Committee comprised of Travelers' independent directors, (i) determined that
each of the tender offer and the merger is fair to, advisable and in the best
interests of Travelers and its stockholders; (ii) approved the tender offer and
the merger agreement and the transactions contemplated thereby; and (iii)
recommended acceptance of the tender offer and approval of the merger agreement
by Travelers' stockholders.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Travelers'
Solicitation/Recommendation Statement on Schedule 14D-9. Included as Annex A to
the Schedule 14D-9 is the written opinion, dated March 21, 2000, of Xxxxxx
Xxxxxxx & Co. Incorporated, the Special Committee's financial advisor, to the
effect that, as of that date and based on and subject to the matters described
in the opinion, the price per share of $41.50 to be received by the holders of
shares of Travelers Class A common stock in the tender offer and the merger,
was fair, from a financial point of view, to those holders.
Enclosed for your consideration are copies of the tender offer materials
and Travelers' Solicitation/Recommendation Statement on Schedule 14D-9, which
are being filed today with the Securities and Exchange Commission. These
documents should be read carefully.
Sincerely,
/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
Chairman and Chief Executive Officer
