UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
--------------------
Date of Report (Date of earliest event reported): August 20, 2002
TRAVELERS PROPERTY CASUALTY CORP.
(Exact Name of Registrant as Specified in Charter)
Connecticut 001-31266 No. 06-1008174
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
One Tower Square, Hartford, Connecticut 06183
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 277-0111
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On August 20, 2002, Travelers Property Casualty Corp. issued a
press release announcing that Citigroup Inc. had completed its spin-off of
Travelers Property Casualty Corp. by distributing 219,050,000 shares of
Travelers Property Casualty Corp. class A common stock and 450,050,000
shares of Travelers Property Casualty Corp. class B common stock to holders
of record of Citigroup Inc. common stock at 5:00 p.m. Eastern Time on
August 9, 2002. The press release is attached as Exhibit 99 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
The following exhibit is filed herewith:
Exhibit 99 Press Release, dated August 20, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TRAVELERS PROPERTY CASUALTY CORP.
Date: August 20, 2002 By: /s/ Paul H. Eddy
--------------------------
Name: Paul H. Eddy
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
99 Press Release, dated August 20, 2002.
Exhibit 99
[TRAVELERS PROPERTY CASUALTY CORP. LOGO]
For Immediate Release
August 20, 2002
Travelers Property Casualty Corp. (NYSE symbol: TAP.A and TAP.B)
TRAVELERS PROPERTY CASUALTY CORP. ANNOUNCES
COMPLETION OF ITS SPIN-OFF BY CITIGROUP
Hartford, CT - Travelers Property Casualty Corp. (NYSE: TAP.A and TAP.B)
announced today that Citigroup has completed the spin-off of Travelers
Property Casualty Corp. by distributing today 219,050,000 shares of
Travelers class A common stock and 450,050,000 shares of Travelers class B
common stock, owned by Citigroup.
After the close of trading on the New York Stock Exchange today, Citigroup
stockholders of record on August 9, 2002, were issued a combination of
0.0432043 of a share of Travelers class A common stock and 0.0887656 of a
share of Travelers class B common stock for each share of Citigroup common
stock held. Cash will be paid in lieu of fractional shares.
As a result of the distribution, Citigroup currently holds approximately
49.95 million shares of Travelers class A common stock and approximately
49.95 million shares of Travelers class B common stock, representing 9.99%
of the outstanding shares of Travelers common stock and 9.99% of the
outstanding voting power of Travelers.
No fractional shares of Travelers class A common stock or Travelers class B
common stock will be delivered as part of the distribution. Instead,
fractional shares will be aggregated and sold on behalf of all
stockholders. The net sale proceeds will then be distributed on a pro-rata
basis to the affected stockholders.
As previously announced, Citigroup has received a private letter ruling
from the Internal Revenue Service to the effect that the distribution of
Travelers class A common stock and class B common stock will be tax free to
Citigroup and its stockholders for U.S. federal income-tax purposes. Cash
received in lieu of fractional shares will be taxable.
On or about August 14, 2002, Citigroup mailed an information statement to
Citigroup stockholders of record as of 5:00 p.m. Eastern Time on August 9,
2002. The information statement contained a description of Travelers
Property Casualty Corp., as well as a description of the distribution and
certain U.S. federal income tax consequences of the distribution.
Travelers Property Casualty Corp. (NYSE: TAP.A and TAP.B) is a leading
provider of a wide range of insurance products. The company is the second
largest writer of homeowners and auto insurance through independent agents.
Travelers is the third largest commercial lines insurer, providing a broad
range of insurance products including workers' compensation, integrated
disability, property, liability, specialty lines, surety bonds,
inland/ocean marine, and boiler and machinery. For more information on
Travelers products, see www.travelers.com
Contacts:
Media: Keith Anderson (860) 954-6390
Marlene Ibsen (860) 277-9039
Investors: Maria Olivo (860) 277-8330