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Non-Tech : Citicorp (CCI) -- Ignore unavailable to you. Want to Upgrade?

To: Ice Cube who wrote (14)	4/6/1998 8:18:00 AM
From: John Carragher	Read Replies (1) \| Respond to of 101

Welcome to trv Dow Jones Newswires -- April 6, 1998 Citicorp, Travelers Group To Merge Dow Jones Newswires NEW YORK -- Citicorp (CCI) and Travelers Group (TRV) have agreed to merge in a transaction valued at more than $140 billion. The combined company, which will be named Citigroup Inc. and use the trademark Travelers red umbrella as its logo, will serve more than 100 million customers in 100 countries around the world. On a pro forma basis, the company would have had assets at year-end 1997 of almost $700 billion, net revenues of nearly $50 billion, operating income of about $7.5 billion and equity of more than $44 billion. Following the merger, each company's shareholders will own 50% of the combined enterprise. The agreement calls for Citicorp shareholders to exchange each of their shares for 2.5 shares of Citigroup in a tax-free exchange. Travelers shareholders will retain their existing shares, which will automatically become shares of the new company. Citicorp preferred stock will be automatically converted into preferred stock of the new company with the same terms and conditions. The combination is expected to be accounted for on a pooling of interests basis. Citicorp Chairman and Chief Executive John S. Reed and Travelers Chairman and Chief Executive Sanford I. Weill will share power as co-chairmen and co-chief executives of the combined company. The combined company's 24-member board will also include 11 outside directors from the current boards of each company. The combined company's main focus will be traditional banking, consumer finance, credit cards, investment banking, securities brokerage and asset management, and property casualty and life insurance. Under the agreement, Citicorp will merge into Travelers and the combined company will then apply to the Federal Reserve Board of Governors to become a bank holding company. According to the companies, all the existing businesses of each company can be retained and operated for a two-year period following the merger, after which three one-year extensions can be granted by the Fed. "At the end of that period, the combined company will evaluate its alternatives in order to comply with whatever laws then apply to bank holding companies," the companies said. The companies said they expect current laws restricting bank holding companies from participating in insurance underwriting activities will change "in the forseeable future." "We are committed to maintaining the unique mix of businesses this merger creates," the companies said. The companies expect to generate "substantial incremental earnings from significant cross-selling opportunities," as well as cost savings. Citicorp and Travelers expect to complete the merger during the third quarter. Shares of Travelers closed at $61 11/16 on Friday, up 7/16 or 0.7%. Shares of Citicorp closed at $142 7/8, up 1/16. Briefing Book for: CCI \| TRV Return to top of page Copyright c 1998 Dow Jones & Company, Inc. All Rights Reserved.