1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999MAY 26, 2000
REGISTRATION NO. 333-68949-01 TO 08333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITIGROUP INC. DELAWARE 52-1568099
CITIGROUP CAPITAL VI DELAWARE 06-6446485
CITIGROUP CAPITAL VII DELAWARE 06-6446486
CITIGROUP CAPITAL VIII DELAWARE 06-1532080
CITIGROUP CAPITAL IX DELAWARE 06-1532083
CITIGROUP CAPITAL X DELAWARE 06-1532084
CITIGROUP CAPITAL XI DELAWARE 06-1532087
CITIGROUP CAPITAL XII DELAWARE 06-1532088
CITIGROUP CAPITAL XIII DELAWARE 06-1532089
(EXACT NAME OF
REGISTRANT AS (STATE OR OTHER JURISDICTION
SPECIFIED IN ITS OF (I.R.S. EMPLOYER
SPECIFIED IN ITS
CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
153 EAST 53RD STREET
NEW YORK, NY 10043
(212) 559-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEPHANIE B. MUDICK, ESQ.
DEPUTY GENERAL COUNSEL-CORPORATE LAWCOUNSEL
CITIGROUP INC.
153 EAST 53RD STREET
NEW YORK, NY 10043
(212) 559-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
GREGORY A. FERNICOLA, ESQ. FREDERICK W. KANNER, ESQ.
SKADDEN, ARPS, SLATE, DEWEY BALLANTINE LLP
MEAGHER & FLOM LLP 1301 AVENUE OF THE AMERICAS
919 THIRD AVENUE NEW YORK, NEW YORK 10019
NEW YORK, NEW YORK 10022
GREGORY A. FERNICOLA, ESQ. FREDERICK W. KANNER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DEWEY BALLANTINE LLP
FOUR TIMES SQUARE 1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-6522 NEW YORK, NEW YORK 10019
(212) 735-3000 (212) 259-8000
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At such time (from time to time) after the effective date of this
Registration Statement as agreed upon by Citigroup Inc. and the Underwriters in
light of market conditions.
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If the only securities being registered on this Formform are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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If any of the securities being registered on this Formform are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
------------------------------[X]
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
------------------------------[ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------------[ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------------[X]
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(continued on the following pages)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(2)(3) REGISTRATION FEE(4)
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Debt Securities of Citigroup Inc.(5).......
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Index Warrants of Citigroup Inc.(6)........
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Preferred Stock of Citigroup Inc.(7).......
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Depositary Shares of Citigroup Inc.(8).....
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Common Stock of Citigroup Inc.(9)..........
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Capital Securities of the Trusts(10).......
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Junior Subordinated Debt Securities of
Citigroup Inc.(10).......................
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Guarantees of Capital Securities of the
Trusts and certain back-up
obligations(11)..........................
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Common Stock of Citigroup Inc. reserved for
issuance upon conversion or exchange of
Debt Securities, Preferred Stock,
Depositary Shares(12)....................
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Total(13).................................. $8,000,000,000 $8,000,000,000 $2,112,000
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(1) The proposed maximum offering price per unit will be determined from time
to time by the relevant Registrant in connection with the issuance by such
Registrant of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933, as amended. The aggregate public offering price
of the Debt Securities, Index Warrants, Preferred Stock, Depositary Shares
and Junior Subordinated Debt Securities of Citigroup Inc. and the Capital
Securities of the Trusts registered hereby will not exceed $8,900,000,000
or the equivalent thereof in one or more foreign currencies, foreign
currency units or composite currencies.
(3) Exclusive of accrued interest, distributions and dividends, if any.
(4) A filing fee aggregating $250,200 was previously paid in connection with a
registration statement filed earlier relating to the registration of
$900,000,000 aggregate principal amount of securities which are being
included in this Registration Statement. The filing fee of $2,112,000
relates solely to the registration of $8,000,000,000 aggregate principal
amount of securities not previously registered.
(5) Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time
to time. Includes Debt Securities which may be purchased by underwriters to
cover over-allotments, if any.
(6) Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of Index Warrants representing rights to
receive an amount of cash or number of securities that will be determined
by reference to prices, yields, levels or other specified objective
measures or changes in an index or differences between two or more indices
as may be sold, from time to time.
(7) Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of Citigroup Inc. as from
time to time may be issued at indeterminate prices. Includes Preferred
Stock which may be purchased by underwriters to cover over-allotments, if
any.
(8) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Depositary Shares as may be issued in the event
that Citigroup Inc. elects to offer fractional interests in the Preferred
Stock registered hereby. Includes Depositary Shares which may be purchased
by underwriters to cover over-allotments, if any.
(9) Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of Citigroup Inc. as from
time to time may be issued at indeterminate prices. Includes Common Stock
which may be purchased by underwriters to cover over-allotments, if any.
(10) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Capital Securities of Citigroup Capital VII,
Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X,
Citigroup Capital XI, Citigroup Capital XII, and Citigroup Capital XIII
(each a "Trust") and such indeterminate principal amount of Junior
Subordinated Debt Securities of Citigroup Inc. as may from time to time be
issued at indeterminate prices. Includes Capital Securities which may be
purchased by underwriters to cover over-allotments, if any. Junior
Subordinated Debt
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Securities may be issued and sold to any Trust, in which event such Junior
Subordinated Debt Securities may later be distributed to the holders of Capital
Securities upon a dissolution of such Trust and the distribution of the assets
thereof.
(11) Includes the rights of holders of the Capital Securities under any
Guarantees and certain back-up undertakings comprised of the obligations of
Citigroup Inc. to provide certain indemnities in respect of, and pay and be
responsible for certain costs, expenses, debts and liabilities of, each
Trust (other than with respect to the Capital Securities) and such
obligations of Citigroup Inc. as set forth in the Amended and Restated
Declaration of Trust of each Trust and the related Indenture, in each case
as further described in the Registration Statement. The Guarantees, when
taken together with Citigroup Inc.'s obligations under the Junior
Subordinated Debt Securities, the related Indenture and the Amended and
Restated Declaration of Trust, will provide a full and unconditional
guarantee on a subordinated basis by Citigroup Inc. of payments due on the
Capital Securities. No separate consideration will be received for any
Guarantees or such back-up obligations.
(12) Such indeterminate number of shares of Common Stock as may be issued upon
conversion of or in exchange for any Debt Securities, Preferred Stock or
Depositary Shares that provide for such conversion or exchange are being
registered hereby. No separate consideration will be received for the
Common Stock issuable upon such conversion or exchange.
(13) As described in note (4) above and the paragraph below, this Registration
Statement relates to the registration of $8,000,000,000 aggregate principal
amount of securities being registered hereby and an additional $900,000,000
aggregate principal amount of securities previously registered. In no event
will the aggregate offering price of all securities issued from time to
time pursuant to this Registration Statement exceed $8,900,000,000 or the
equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus and Prospectus Supplement included in this Registration Statement
also relate to the Debt Securities of Citigroup Inc. and the Capital Securities
of Citigroup Capital VII Citigroup Capital VIII, Citigroup Capital IX, Citigroup
Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup Capital
XIII, the Junior Subordinated Debt Securities of Citigroup Inc., the Guarantees
of Capital Securities of such Citigroup Capital Trusts and certain back-up
obligations, the Preferred Stock, the Depositary Shares, Index Warrants and
Common Stock previously registered under the Registration Statement on Form S-3
(No. 333-68949) of Citigroup Inc. and such Citigroup Capital Trusts, as
applicable. A filing fee of $250,200 was paid in connection with $900,000,000 of
securities that remain eligible to be sold under the Registration Statement on
Form S-3 (No. 333-68949) of Citigroup Inc. as of May 26, 2000.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A)8(a), MAY DETERMINE.
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INTRODUCTORY NOTE
This Registration Statement contains (i)contains:
- a form of Prospectus (the "Basic
Prospectus")base prospectus relating to Debt Securities, Index Warrants, Preferred Stock,
Depositary Sharesdebt securities, index warrants,
preferred stock, depositary shares and Common Stockcommon stock of Citigroup Inc. (formerly Travelers Group
Inc.) ("Citigroup"), (ii);
- a form of Prospectus Supplementprospectus supplement to the Basic
Prospectusbase prospectus relating to the
offering by Citigroup of its Medium-Term Senior Notes, Series A,C, and
Medium-Term Subordinated Notes, Series A,C, in registered form (the "MTN Prospectus Supplement")form; and
(iii)- a form of Prospectus (the
"Capital Securities Prospectus")capital securities prospectus relating to Junior Subordinated Debt Securitiesjunior subordinated
debt securities of Citigroup and to the Capital Securitiescapital securities of Citigroup
Capital VI (formerly
Travelers Capital VI),VII, Citigroup Capital VII (formerly Travelers Capital VII),
Citigroup Capital VIII, (formerly Travelers Capital VIII), Citigroup Capital IX, Citigroup
Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup
Capital XIII (each a "Citigroup Trust" or a "Trust" and collectively the
"Citigroup Trusts" or the "Trusts").XIII. The Capital Securities Prospectuscapital securities prospectus may be used for one or
more offerings by Citigroup and the respective Citigroup Trusts.trusts. To the
extent required, the information in the Capital Securities Prospectus,capital securities prospectus,
including financial information, will be updated at the time of such offerings.
2each
offering.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
CITIGROUP INC. MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 22, 1999
The information in this prospectus is not complete and may be changed. Citigroup
Inc. may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
MAY 26, 2000
PROSPECTUS
[LOGO][CITIGROUP LOGO]
May Offer--Offer --
$8,900,000,000
Debt Securities
Index Warrants
Preferred Stock
Depositary Shares
Common Stock
Citigroup will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and the
accompanying prospectus supplement carefully before you invest.
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Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
These securities are not deposits or savings accounts but are unsecured
obligations of Citigroup Inc.Citigroup. These securities are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality.
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, 19992000
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PROSPECTUS SUMMARY
This summary highlights selected information from this document and may not
contain allprovides a brief overview of the information that is important to you. To understandkey aspects of Citigroup and
all material terms of the offered securities which are known as of the date of
this prospectus. For a more complete understanding of the terms of the offered
securities, before making your investment decision, you should carefully read:
- this prospectus, which explains the general terms of the securities that
Citigroup may offer;
- the accompanying prospectus supplement, which (1) explains the specific
terms of the securities being offered;offered and (2) updates and changes
information in this prospectus; and
- the documents referred to in "Where You Can Find More Information" on
page 65 for information on Citigroup, including its financial statements.
The accompanying prospectus supplement may also add, update or change
information contained in this prospectus. You should consider carefully the
information in the prospectus, the prospectus supplement and the documents
referred to in "Where You Can Find More Information" before making your
investment decision.
CITIGROUP INC.
Citigroup'sCitigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers around the world. Among these businessesin 101 countries
and territories. Citigroup's activities are Citibank, Commercial Credit, Primerica Financial Services, Salomon Smith Barney,
SSB Citi Assetconducted through Global Consumer,
Global Corporate and Investment Bank, Global Investment Management Travelers Life & Annuity and Travelers Property
Casualty.Private
Banking, and Investment Activities.
On October 8, 1998, Citigroup changed its name from Travelers Group Inc. to
Citigroup Inc. in connection with the merger of Citicorp into a subsidiary of
Citigroup. Citigroup's principal executive office is at 153 East 53(rd)53rd Street,
New York, NY 10043, and its telephone number is (212) 559-1000.
THE SECURITIES CITIGROUP MAY OFFER
Citigroup may use this prospectus to offer up to $6,000,000,000$8,900,000,000 of:
- debt securities;
- index warrants;
- preferred stock;
- depositary shares; and
- common stock.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any suchof these offered securities.
DEBT SECURITIES
Debt securities are unsecured general obligations of Citigroup in the form
of senior or subordinated debt. Senior debt includes Citigroup's notes, debt and
guarantees and any other debt for money borrowed that is not subordinated.
Subordinated debt, so designated at the time it is issued, would not be entitled
to interest and principal payments if interest and principal payments on the
senior debt were not made.
The senior and subordinated debt will be issued under separate indentures
between Citigroup and a trustee. The trustees under the indentures are banks or
trust companies. Citigroup also has certain other banking relationships with
these entities. Set forth belowBelow are summaries of the general features of
the debt securities from these indentures. For a more detailed description of
these features, see "Description of Debt Securities" below. You are also
encouraged to read the indentures, which are 2
incorporated by reference in or
filed as exhibits to Citigroup's registration statement No. 333-68949,333- ,
Citigroup's most recent annual report on Form 10-K, Citigroup's recent quarterly
reports on Form 10-Q filed after the Form 10-K and Citigroup's recent current reports
on Form 8-K.8-K filed after the Form 10-K. You can receive copies of these documents
by following the directions on page 6.
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED DEBT5.
1
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General Indenture Provisions that Apply to Senior and Subordinated Debt
- Neither indenture limits the amount of debt that Citigroup may issue or
provides holders any protection should there be a highly leveraged
transaction involving Citigroup, although the senior debt indenture does
limit Citigroup's ability to pledge the stock of certainany subsidiary that
meets the financial thresholds in the indenture. These thresholds are
described below under "Description of its important
subsidiaries.Debt Securities."
- Each indenture allows for different types of debt securities, including
indexed securities, to be issued in series.
- The indentures allow Citigroup to merge or to consolidate with another
company, or sell all or substantially all of its assets to another
company. If any of these events occur, the other company would be
required to assume Citigroup's responsibilities for the debt and, so long asdebt. Unless the
transaction has not resulted in an event of default, Citigroup would be released
from all liabilities and obligations under the debt securities.securities when the
other company assumed its responsibilities.
- The indentures provide that holders of 66 2/3% of the principal amount of
the senior debt securities and holders of a majority of the total
principal amount of the subordinated debt securities outstanding in any
series may vote to change certain of Citigroup's obligations or your rights
concerning those securities. However, certain important changes into the financial terms of
that security, including changes in the payment of principal or interest
on that security or the currency of payment, cannot be made unless every
holder of that security consents to the change.
- Citigroup may discharge certain ofsatisfy its obligations under the debt securities issued under the
indentures or be
released from its obligation to comply with the limitations discussed
above at any time by depositing sufficient amounts of cash or U.S.
government securities with the trustee to pay Citigroup's obligations
under the particular securities when due.
- The indentures govern the actions of the trustee with regard to the debt
securities, including when the trustee is required to give notices to
holders of the securities and when lost or stolen debt securities may be
replaced.
EVENTS OF DEFAULTEvents of Default
The events of default specified in the indentures include:
- Failurefailure to pay principal when due;
- Failurefailure to pay required interest for 30 days;
- Failurefailure to make a required sinking fundscheduled installment payment for 30 days;
- Failurefailure to perform other covenants for 90 days after notice; and
- Certaincertain events of insolvency or bankruptcy, whether voluntary or not.
REMEDIESRemedies
If there were a default, the trustee or holders of 25% of the principal
amount of debt securities outstanding in a series could demand that the
principal be paid immediately. However, holders of a majority in principal
amount of the securities in that series could rescind that acceleration of the
debt securities.
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INDEX WARRANTS
Citigroup may issue index warrants independently or together with debt
securities. Citigroup will issue any series of index warrants under a separate
warrant agreement between Citigroup and a bank or trust company. You are
encouraged to read the standard form of the warrant agreement, which will be
filed as an exhibit to one of Citigroup's future current reports and
incorporated by reference in its registration statement No. 333-68949.333- . You can
receive copies of these documents by following the directions on page 6.5.
2
8
Index warrants are securities that, when properly exercised by the
purchaser, at a
time when certain conditions are met, entitle the purchaser to receive from Citigroup an amount in cash or
a number of securities that will be indexed to prices, yields, or other
specified measures or changes in an index or differences between two or more
indices.
The prospectus supplement for a series of index warrants will describe the
formula for determining the amount in cash or number of securities, if any, that
Citigroup will pay you when you exercise an index warrant and will contain
information about the relevant underlying assets and other specific terms of the
index warrant.
Citigroup will generally issue index warrants in book-entry form, which
means that they will not be evidenced by physical certificates. Also, Citigroup
will generally list index warrants for trading on a national securities
exchange, such as the New York Stock Exchange, Inc., The Nasdaq-Amexthe Nasdaq Stock Market's
National Market
Group or the Chicago Board Options Exchange, Incorporated.
The warrant agreement for any series of index warrants will provide that
holders of a majority of the total principal amount of the index warrants
outstanding in any series may vote to change certain obligations of Citigroup or
their rights concerning those index
warrants. However, certain important changes in theto fundamental terms of that security, including changes insuch as the amount or manner of
payment on an index warrant or changes to the exercise times cannot be made
unless every holder of that securityaffected consents to the change.
Any prospective purchasers of index warrants should be aware of special
United States federal income tax considerations applicable to instruments such
as the index warrants. The prospectus supplement relating to each series of
index warrants will describe certainthe important tax considerations.
PREFERRED STOCK
Citigroup may issue preferred stock with various terms to be established by
its Boardboard of Directorsdirectors or a committee designated by the Board.board. Each series of
preferred stock will be more fully described in the particular prospectus
supplement that will accompany this prospectus, including redemption provisions,
rights in the event of liquidation, dissolution or winding up of Citigroup,
sinking fund provisions,
voting rights and conversion rights.
Generally, each series of preferred stock will rank on an equal basis with
each other series of preferred stock and will rank prior to Citigroup's common
stock. The prospectus supplement will also describe how and when dividends will
be paid on the series of preferred stock.
DEPOSITARY SHARES
Citigroup may issue depositary shares representing fractional shares of
preferred stock. Each particular series of depositary shares will be more fully
described in the prospectus supplement that will accompany this prospectus.
These depositary shares will be evidenced by depositary receipts and issued
under a deposit agreement between Citigroup and a bank or trust company. You are
encouraged to read the standard form of the deposit agreement, which is
incorporated by reference in Citigroup's 4
registration statement No. 333-68949.333- .
You can receive copies of this document by following the directions on page 6.5.
COMMON STOCK
Citigroup may issue common stock, par value $.01 per share. Holders of
common stock are entitled to receive dividends when declared by its Boardboard of
Directors, subject to rights of preferred stock holders.directors. Each holder of common stock is entitled to one vote per share. The
holders of common stock have no preemptive rights or cumulative voting rights.
3
9
USE OF PROCEEDS
Citigroup will use the net proceeds it receives from any offering of these
securities for general corporate purposes, primarily to fund its operating units
and subsidiaries. Citigroup may use some of the proceeds to refinance or extend
the maturity of existing debt obligations. Citigroup willmay use a portion of the
proceeds from the sale of index warrants and indexed notes on which certain or all payments of
interest, principal or premium may be linked to an index to hedge its exposure
to payments that it may have to make on such index warrants and indexed notes as
described below under "Use of Proceeds and Hedging."
PLAN OF DISTRIBUTION
Citigroup may sell the offered securities in any of the following ways:
- to or through underwriters or dealers;
- by itself directly;
- through agents; or
- through a combination of any of these methods of sale.
The prospectus supplement will explain the ways Citigroup sells specific
securities, including the names of any underwriters and details of the pricing
of the securities, as well as the commissions, concessions or discounts
Citigroup is granting the underwriters, dealers or agents.
If Citigroup uses underwriters in any sale, the underwriters will buy the
securities for their own account and may resell the securities from time to time
in one or more transactions, at a fixed public offering price or at varying
prices determined at the time of sale. In connection with an offering,
underwriters and selling group members and their affiliates may engage in
transactions to stabilize, maintain or otherwise affect the market price of the
securities, in accordance with applicable law.
Citigroup expects that the underwriters for any offering will include one
or more of its broker-dealer subsidiaries, including Salomon Smith Barney Inc.
These broker-dealer subsidiaries, including their successors, also expect to
offer and sell previously issued offered securities as part of their business,
and may act as a principal or agent in such transactions. Citigroup or any of
its subsidiaries may use this prospectus and the related prospectus supplements
and pricing supplements in connection with these activities.
54
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WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citigroup filed a registration
statement (No. 333-68949)333- ) relating to the securities offered by this prospectus
with the Securities and Exchange Commission. This prospectus is a part of that
registration statement, which includes additional information.
Citigroup files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Citigroup
files at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You can also request copies of the documents, upon
payment of a duplicating fee, by writing the Public Reference Section of the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. These SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it
files with the SEC, which means that it can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus. Information that
Citigroup files later with the SEC will automatically update information in this
prospectus. In all cases, you should rely on the later information over
different information included in this prospectus or the prospectus supplement.
Citigroup incorporates by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934:
(a) Annual Report on Form 10-K for the year ended December 31, 1997, as
amended;1999;
(b) Quarterly ReportsReport on Form 10-Q for the quartersquarter ended March 31, 1998,
June 30, 1998 and September 30, 1998;2000;
(c) Current Reports on Form 8-K datedfiled on January 6, 1998, January 26, 1998,19, 2000, February 17, 1998,16,
2000, February 28, 2000 and April 6, 1998, April 8, 1998, April 20, 1998, June 1,
1998, July 20, 1998, August 18, 1998, August 31, 1998, October 8, 1998,
October 21, 1998, October 26, 1998, October 29, 1998, November 1, 1998,
November 13, 1998 and December 15, 1998;2000; and
(d) Registration Statement on Form 8-B, dated May 10, 1988, describing our
common stock, including any amendments or reports filed for the purpose
of updating such description.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the securities described in this
prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop
offering securities pursuant to this prospectus shall be incorporated by
reference in this prospectus from the date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address:
Treasurer
Citigroup Inc.
153 East 53(rd)53rd Street
New York, NY 10043
212-559-1000
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference.
Citigroup has not authorized anyone to provide you with different information.
Citigroup is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus, the prospectus supplement or any documents incorporated by reference
is accurate as of any date other than the date on the front of the applicable
document.
65
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CITIGROUP INC.
Citigroup'sCitigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers around the world. Among these businessesin 101 countries
and territories. Citigroup's activities are Citibank, Commercial Credit, Primerica Financial Services, Salomon Smith Barney,
SSB Citi Assetconducted through Global Consumer,
Global Corporate and Investment Bank, Global Investment Management Travelers Life & Annuity and Travelers Property
Casualty.Private
Banking, and Investment Activities.
On October 8, 1998, Citigroup changed its name from Travelers Group Inc. to
Citigroup Inc. in connection with the merger of Citicorp into a subsidiary of
Citigroup.
Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries. Citigroup's
subsidiaries that operate in the banking, insurance and securities business can
only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments and securities regulators. Certain of Citigroup's subsidiaries
havemay be party to credit agreements that also may restrict their ability to pay
dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends
will affect Citigroup's ability to service its own debt. Citigroup must also
maintain the required capital levels of a bank holding company before it may pay
dividends on its stock. Each of Citigroup's major operating subsidiaries
finances its operations on a stand-alone basis consistent with its
capitalization and ratings.
Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of that policy, Citigroup may be required to commit resources to its
subsidiary banks in certain circumstances.banks.
The principal office of Citigroup is located at 153 East 53rd Street, New
York, NY 10043, and its telephone number is (212) 559-1000.
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USE OF PROCEEDS AND HEDGING
GENERAL.General. Citigroup will use the proceeds it receives from the sale of the
offered securities for general corporate purposes, principally to:
- fund the business of its operating units;
- fund investments in, or extensions of credit or capital contributions to,
its subsidiaries; and
- lengthen the average maturity of liabilities, which means that it could
reduce its short-term liabilities or refund maturing indebtedness.
Citigroup expects to incur additional indebtedness in the future to fund
its businesses. Citigroup or an affiliate may enter into a swap agreement in
connection with the sale of the offered securities and may earn additional
income from that transaction.
USE OF PROCEEDS RELATING TO INDEX WARRANTS AND INDEXED NOTES.Use of Proceeds Relating to Index Warrants and Indexed Notes. Citigroup or
one or more of its subsidiaries may use all or some of the proceeds received
from the sale of index warrants or indexed notes to purchase or maintain
positions in the assets that are used to determine the relevant index or
indices. Citigroup or one or more of its subsidiaries may also purchase or
maintain positions in options, futures contracts, forward contracts or swaps, or
options on such securities, or other derivative or syntheticsimilar instruments relating
to suchthe relevant index or underlying assets, as the case may be.assets. Citigroup may also if applicable, use the proceeds
to pay the costs and expenses of hedging any currency, interest rate or other
index-related risk with
respectrelating to such index warrants and indexed notes.
Citigroup expects that it or one or more of its subsidiaries will increase
or decrease their initial hedging positionsposition over time using dynamic hedging techniques which help
evaluate the size of any hedge based upon a variety of factors affecting the
value of the underlying instrument. These factors may include the history of
price changes in that underlying instrument and the time remaining to maturity.
Citigroup may take long or short positions in the index, the underlying assets,
options, futures contracts, forward contracts, swaps, or other derivative or
syntheticsimilar instruments related to the index and suchthe underlying assets. These other
hedging activities may occur from time to time before the index warrants and
indexed notes mature and will depend on market conditions and the value of the
index and the underlying assets.
In addition, Citigroup or one or more of its subsidiaries may purchase or
otherwise acquire a long or short position in index warrants and indexed notes
from time to time and may, in their sole discretion, hold, resell, exercise,
cancel or retire such offered securities. Citigroup or one or more of its
subsidiaries may also take hedging positions in other types of appropriate
financial instruments that may become available in the future.
If Citigroup or one or more of its subsidiaries has a long hedge position
in, options contracts in, or other derivative or syntheticsimilar instruments related to,
the underlying assets or index, Citigroup or one or more of its subsidiaries may
liquidate all or a portion of its holdings at or about the time of the maturity
of the index warrants and indexed notes. The aggregate amount and type of such
positions are likely to vary over time depending on future market conditions and
other factors. Citigroup is only able to determine profits or losses from any
such position when suchthe position is closed out and any offsetting position or
positions are taken into account.
Citigroup has no reason to believe that its hedging activity will have a
material impact on the price of such options, swaps, futures contracts, options
on the foregoing, or other derivative or syntheticsimilar instruments, or on the value of
the index or the underlying assets. However, Citigroup cannot guarantee you that
its hedging activities will not affect such prices or value. Citigroup will use
the remainder of the proceeds from the sale of index warrants and indexed notes
for the general corporate purposes as described above.
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RATIO OF INCOME TO FIXED CHARGES AND
RATIO OF INCOME TO COMBINED FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
The following table shows (1) the supplemental consolidated ratio of income to fixed
charges and (2) the supplemental consolidated ratio of income to combined fixed charges
including preferred stock dividends of Citigroup for the nine months ended September 30, 1998most recently completed
fiscal quarter and for each of the five most recent fiscal years, after giving retroactive effect to the merger with Citicorp on October 8,
1998 in a transaction accounted for as a pooling of interests.years.
QUARTER
ENDED YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED ------------------------------------------
SEPTEMBER 30,MARCH 31, ------------------------------------
2000 1999 1998 1997 1996 1995
1994
--------------------- --------- --------- --------- ------------- ---- ---- ---- ----
Ratio of income to fixed charges (excluding
interest on deposits)............................................... 1.65...................... 2.42 2.13 1.57 1.71 1.88 1.65 1.41
Ratio of income to fixed charges (including
interest on deposits)............................................... 1.39...................... 1.83 1.64 1.33 1.43 1.51 1.39 1.25
Ratio of income to combined fixed charges
including preferred stock dividends
(excluding interest on deposits)............................................... 1.62........... 2.39 2.09 1.54 1.66 1.80 1.56 1.34
Ratio of income to combined fixed charges
including preferred stock dividends
(including interest on deposits)............................................... 1.37........... 1.82 1.62 1.32 1.41 1.48 1.35 1.21
1993
---------
Ratio of income to fixed charges (excluding interest on
deposits)............................................... 1.43
Ratio of income to fixed charges (including interest on
deposits)............................................... 1.25
Ratio of income to combined fixed charges including
preferred stock dividends (excluding interest on
deposits)............................................... 1.37
Ratio of income to combined fixed charges including
preferred stock dividends (including interest on
deposits)............................................... 1.22
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EUROPEAN MONETARY UNION
Certain of theThe foreign currencies in which debt securities may be denominated or
payments in respect of index warrants may be due or by which amounts due on the
offered securities may be calculated maycould be issued by countries participating
in Stage III of the European Economic and Monetary Union.
Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Other member
states of the European Union may still become participating member states after
January 1, 1999.
Stage III includes the introduction of the "Euro,"Euro, which, is legal tender in
the participating member states, existing in parallelalong with the
present national currency of each participating member state.state, is legal tender in
the participating member states. It is currently anticipated that on and after
January 1, 2002, the national currencies of participating member states will
cease to exist and the sole legal tender in such states will be the Euro. The
European Union has adopted regulations providing specific rules for the
introduction of the Euro in substitution for the respective current national
currencies of such member states, and may adopt additional regulations or
legislation in the future relating to the Euro. It is anticipated that these
regulations or legislation will be supplemented by legislation of the individual
member states.
Pursuant to European Council Regulation No. 2866/98 of December 31, 1998,
one Euro equals:
- - 13.7603 Austrian schillings - 1,936.27 Italian lire
- - 40.3399 Belgian francs - 40.3399 Luxembourg francs
- - 5.94573 Finnish marks - 2.20371 Dutch guilders
- - 6.55957 French francs - 200.482 Portugese escudos
- - 1.95583 German marks - 166.386 Spanish pesetas.
- - 0.787564 Irish pounds
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DESCRIPTION OF DEBT SECURITIES
The debt securities offered by this prospectus will be unsecured
general
obligations of Citigroup and will be either senior or subordinated debt of
Citigroup. Debt securities that will be seniordebt. Senior
debt will be issued under a senior debt indenture. Debt securities that will be subordinatedSubordinated debt will be
issued under a subordinated debt indenture. The senior debt indenture and the
subordinated debt indenture are sometimes referred to in this prospectus
individually as an "indenture" and collectively as the "indentures." Forms of
the indentures have been filed with the SEC and are incorporated by reference in
or filed as exhibits to the registration statement on Form S-3 (No. 333-68949)333- )
under the Securities Act of 1933 as amended, of which this prospectus forms a part.
The following briefly summarizes certainthe material provisions of the indentures
and the debt securities.securities, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the more detailed provisions
of the applicable indenture, including the defined terms, for provisions that
may be important to you. You should also read the particular terms of a series
of debt securities, which will be described in more detail in the applicable
prospectus supplement. Copies of the indentures may be obtained from Citigroup
or the applicable Trustee. Thetrustee. So that you may easily locate the more detailed
provisions, the numbers in parentheses below refer to sections in the applicable
indenture or, if no indenture is specified, to sections in each of the
indentures. Wherever particular sections or defined terms of the applicable
indenture are referred to, such sections or defined terms are incorporated into
this prospectus by reference, as part of the statement made, and the statement isstatements in this prospectus are
qualified in its entirety by suchthat reference.
Unless otherwise provided in the applicable prospectus supplement, the
Trusteetrustee under the senior debt indenture will be The Bank of New York, under an
indenture dated as of March 15, 1987, as amended or supplemented from time to
time. The Trusteeand the
trustee under the subordinated debt indenture will be Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago, under an indenture datedChicago). Citigroup may, at its
option, appoint Citibank, N.A. to act as of July 17, 1998, as
amended or supplemented from time to time. The Trustees under the indentures are
referred to in this prospectus individually as a "Trustee" and collectively as
the "Trustees."paying agent.
GENERAL
The indentures provide that the unsecured senior or subordinated debt
securities of Citigroup without limitation as to aggregate principal amount,
may be issued in one or more series, and a single series may be issued at
various times, with different
maturity dates and different interest rates,terms, in each case as authorized from time to time by Citigroup. Under the indentures, Citigroup may authorize the issuance and establish the
terms of a series of debt securities pursuant to a supplemental indenture or
pursuant to a resolution of its Board of Directors, any duly authorized
committee of the Board or any committee of officers or other representatives of
Citigroup duly authorized by the Board of Directors for such purpose. Citigroup also
has the ability, in addition to the ability to issue debt securities with
terms different from those of debt securities previously issued,right to "reopen" a previous issue of a series of debt securities by
issuing additional debt securities of such series.
Citigroup may issue one or more series of debt securities with the same or
various maturities at par or at a discount. Federal income tax consequences and other special considerations applicable
to any debt securities issued by Citigroup at a discount ("Original Issue Discount Securities") will be described in
the applicable prospectus supplement.
Because Citigroup is a holding company, itsthe claims of creditors of
Citigroup's subsidiaries will have a priority over Citigroup's equity rights and
the rights of itsCitigroup's creditors, including the holders of debt securities,
to participate in the assets of anythe subsidiary upon the subsidiary's
liquidation or recapitalization
will be subject to the prior claims of the subsidiary's creditors, except to the
extent that Citigroup may itself be a creditor with recognized claims against
the subsidiary.
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liquidation.
The applicable prospectus supplement relating to any series of debt
securities will describe the following terms, where applicable:
- the designationtitle of the debt securities,securities;
- whether suchthe debt securities will be senior or subordinated debt of Citigroup and the indenture under which
such debt securities are being issued;debt;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be issuedsold and, if applicable, the method of determining the principal
amount;price;
- the maturity date or dates on whichdates;
- the principal of the debt securities will be
payable;
- what interest rate will apply toor the debt securities and how such rate
will be determined;method of computing the interest rate;
- the date or dates from which any interest will accrue, or how such date
or dates will be determined, and the interest payment date or dates on which any such interest
will be payable and
any related record dates;
- if other than in United States dollars, the currency or currency unit in
which payment of principal of, premium, if any, and interest on the debt
securities will be payable;made;
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- if the amount of payment of principal of, premium, if any or any interest
on the debt securitiespayment may be determined with reference to an index
or formula based on a currency or currency unit other than that in which
the debt securities are stated to be payable, the manner in which suchthe amounts will be
determined;
- if the principal of, premium, if any or any interest on the debt
securities is topayments may be payablemade at the election of Citigroup or a holder of
such
debt securities in a currency or currency unit other than that in which
the debt securities are stated to be payable, the periods within which
and the terms upon which such election may be made;
- the location where the principal of, premium, if any, and any interestpayments on the debt securities will be payable;made;
- the price or prices at which, the period or periods within which and the terms and conditions uponon which the debt securities may be redeemed in
whole or in part, at
the option of Citigroup;
- any obligation of Citigroup to redeem, purchase or repay the debt
securities pursuant to any sinking fund or analogous provision or at the option of a holder upon the happening of such debt securities,any event and
the terms and conditions upon which the debt securities will be redeemed, purchasedof redemption, purchase or repaid
pursuant to such obligation;repayment;
- if other than the principal amount, thereof, the portion of the principal amount
of the debt securities payable upon declaration of acceleration ofif the maturity of the debt securities;is accelerated;
- any provisions if any, for the discharge of Citigroup's indebtedness and
obligations or termination of certain of its obligations under the
indenture with respectrelating to
the debt securities by deposit of funds or United States government
obligations;
- whether the debt securities are to be issuedtrade in whole or in part in thebook-entry form of a global security held by a depositary and the terms
and any conditions for exchanging suchthe global security in whole or in part
for certificated securities;paper certificates;
- the date as of which any global security will be dated if other than the original issuance of
the first debt security to be issued;
- any material provisions of the applicable indenture described in this
prospectus that do not apply to the debt securities; and
- any other specific terms of the debt securities (SECTION(Section 2.02).
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The terms on which a series of debt securities may be convertible into or
exchangeable for common stock or other securities of Citigroup will be set forth
in the prospectus supplement relating to such series. Such terms will include
provisions as to whether conversion or exchange is mandatory, at the option of
the holder or at the option of Citigroup, andCitigroup. The terms may include provisions
pursuant to which the number of shares of common stock or other securities of
Citigroup to be received by the holders of such series of debt securities wouldmay be
subject to
adjustment.adjusted.
The debt securities will be issued only in registered form. DebtAs currently
anticipated, debt securities of a series maywill trade in book-entry form, and
global notes will be issuableissued in thephysical (paper) form, of one or more global securities, as described below under
"Global Securities."Book-Entry Procedures and Settlement." Unless otherwise provided in the
accompanying prospectus supplement, debt securities denominated in United States
dollars will be issued only in denominations of $1,000 and integralwhole multiples of
$1,000 (SECTION(Section 2.01). The prospectus supplement relating to offered securities
denominated in a foreign or composite currency will specify the denomination of
suchthe offered securities.
The debt securities may be presented for exchange, and debt securities
other than a global security may be presented for registration of transfer, at
the principal corporate trust office of the relevant Trustee in The City of New York. YouYork City.
Holders will not have to pay any service charge for any registration of transfer
or exchange of debt securities, but Citigroup may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with such registration orof transfer. (SECTION(Section 2.05)
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any,Distributions on the debt securities other than athose represented by global
securitynotes will be made in the designated currency against surrender of suchthe debt
securities at the principal corporate trust office of the relevant Trusteetrustee in
The City of New York.York City. Payment will be made to the person in whose
name the debt security is registered holder at the close of
business on the record date for such payment. Interest payments will be made at
the principal corporate trust office
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17
of the relevant Trusteetrustee in The City of New York City, or by a check mailed to the holder at
such holder'shis registered address (SECTIONS(Sections 2.01 ANDand 5.02). Payments in any other manner
will be specified in the prospectus supplement.
GLOBAL SECURITIES
A global security is a security that represents the beneficial interests of
a number of purchasers of such security. Some or all of the debt securities of a
series may be issued in one or more global securities. Global securities will be
deposited with, or on behalf of, a depositary identified in the prospectus
supplement relating to that series (SENIOR DEBT INDENTURE, SECTIONS 1.02 AND
2.01; SUBORDINATED DEBT INDENTURE, SECTIONS 1.02 AND 2.02).
The specific terms of the depositary arrangement with respect to a series of
debt securities will be described in the prospectus supplement relating to such
series. Unless otherwise indicated in any accompanying prospectus supplement,
the following provisions will apply to any depositary arrangements.
Global securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying prospectus supplement, global
securities may not be transferred except:
- as a whole by DTC to a nominee of DTC;
- by a nominee of DTC to DTC or another nominee of DTC; or
- by DTC or any nominee to a successor of DTC or a nominee of such
successor.
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DTC has advised Citigroup of the following.
- DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act,
- DTC was created to hold securities for persons that have accounts with DTC
("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of certificates,
- DTC's participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations, some of
which own DTC,
- Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or
indirectly.
- Persons who are not participants may beneficially own interests in
securities held by DTC only through participants.
Upon the issuance by Citigroup of a global security, DTC will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the securities represented by such global security to the accounts of
participants. Ownership of beneficial interests in a global security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in global securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of participants) or by
participants or persons that may hold interests through participants (with
respect to beneficial interests of indirect participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in global securities. You can find
the rules applicable to DTC and its direct and indirect participants on file
with the SEC.
So long as DTC or its nominee is the registered owner of the global
securities, Citigroup and the Trustee will consider DTC or its nominee, as the
case may be, the sole owner or holder of the securities represented by such
global securities for all purposes under the applicable indenture. Except as
provided in an accompanying prospectus supplement, owners of beneficial
interests in global securities will not be entitled to have securities
represented by such global securities registered in their names, will not
receive or be entitled to receive physical delivery of such securities in
certificated form and will not be considered the owners or holders of such
securities under the applicable indenture.
SENIOR DEBT
The senior debt securities will be issued under the senior debt indenture
and will rank on an equal basis with all other unsecured debt of Citigroup
except subordinated debt.
SUBORDINATED DEBT
The subordinated debt securities will be issued under the subordinated debt
indenture and will rank subordinated and junior in right of payment, to the
extent set forth in the subordinated debt indenture, to all "Senior
Indebtedness" (as defined below) of Citigroup.
If Citigroup defaults in the payment of any principal of, or premium, if
any, or interest on any Senior Indebtedness when it becomes due and payable
after any applicable grace period, then, unless and until suchthe default shall
have beenis cured
or waived or shall have ceasedceases to exist, Citigroup cannot make a payment on account of the principal of, or
premium, if any,redeem or interest on
subordinated debt
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securities, or in respect of any redemption, retirement or other acquisition of
any ofotherwise acquire the subordinated debt securities. Nevertheless, in such case of default,
holders of subordinated debt securities may still receive and retain:
- securities of Citigroup or any other corporation provided for by a plan
of reorganization or readjustment the payment of which isthat are subordinate, at least to the
same extent provided in the subordinated debt indenture with
respect to the indebtedness evidenced bythat the subordinated debt securities are subordinated to
the payment of all Senior Indebtedness at the time outstanding and to
any securities issued in respect thereof under any plan of reorganization
or readjustment;Indebtedness; and
- payments made from a defeasance trust as described below.
In the event of:
-If there is any insolvency, bankruptcy, receivership, liquidation reorganization,
readjustment, composition or other similar
proceeding relating to Citigroup, its creditors or its property, - any proceeding for the liquidation, dissolution or other winding-up of
Citigroup, voluntary or involuntary, whether or not involving insolvency
or bankruptcy proceedings,
- any assignment by Citigroup for the benefit of creditors, or
- any other marshalling of the assets of Citigroup,then all Senior
Indebtedness shall firstmust be paid in full before any payment or
distribution, shallmay be made to any holders
of subordinated debt securities. Holders of subordinated debt securities must
return and deliver any payments received by them, other than in a plan of
reorganization or through a defeasance trust as described below, directly to the
holders of Senior Indebtedness until such payments or
distributions on all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have beenis paid in full.
(SUBORDINATED DEBT INDENTURE, SECTION(Subordinated Debt Indenture, Section 14.01).
"Senior Indebtedness" means:
(1) the principal, premium, if any, and interest in respect of (A)
indebtedness of Citigroup for money borrowed and (B) indebtedness
evidenced by securities, notes, debentures, bonds or other similar
instruments issued by Citigroup, including the senior debt securities;
(2) all capital lease obligations of Citigroup;
(3) all obligations of Citigroup issued or assumed as the deferred purchase
price of property, all conditional sale obligations of Citigroup and
all obligations of Citigroup under any conditional sale or title
retention agreement, but excluding trade accounts payable in the
ordinary course of business;
(4) all obligations of Citigroup in respect of any letters of credit,
bankers acceptance, security purchase facilities and similar credit
transactions;
(5) all obligations of Citigroup in respect of interest rate swap, cap or
other agreements, interest rate future or options contracts, currency
swap agreements, currency future or option contracts and other similar
agreements;
(6) all obligations of the type referred to in clauses (1) through (5) of
other persons for the payment of which Citigroup is responsible or
liable as obligor, guarantor or otherwise; and
(7) all obligations of the type referred to in clauses (1) through (6) of
other persons secured by any lien on any property or asset of Citigroup
whether or not such obligation is assumed by Citigroup;
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18
but Senior Indebtedness does not include:
(a) subordinated debt securities;
15
(b) any indebtedness that by its terms is subordinated to, or ranks on an
equal basis with, subordinated debt securities; and
(c) any indebtedness between or among Citigroup and its affiliates,
including (x)(1) any Junior Subordinated Debt, (y)(2) any Capital Securities
Guarantees and (z)(3) all other debt securities and guarantees in respect
of those debt securities issued to any other trust, or a trustee of
such trust, partnership or other entity affiliated with Citigroup which
is a financing vehicle of Citigroup in connection with the issuance by
such financing vehicle of preferredcapital securities or other securities
guaranteed by Citigroup pursuant to an instrument that ranks on an
equal basis with, or junior to, the Capital Securities Guarantees.
"Junior Subordinated Debt" means Citigroup's:
- 6 7/8% Junior Subordinated Deferrable Interest Debentures due March 15,
2029;
- 7% Junior Subordinated Deferrable Interest Debentures due November 15,
2028;
- 6.850% Junior Subordinated Deferrable Interest Debentures due January 22,
2038;
- 7 5/8% Junior Subordinated Deferrable Interest Debentures due December 1,
2036;
- 7 3/4% Junior Subordinated Deferrable Interest Debentures due December 1,
2036;
- 8% Deferrable Interest Debentures due September 30, 2036;
- other notes or other obligations which may be issued under the indenture,
dated as of October 7, 1996, between Citigroup and The Chase Manhattan
Bank, as trustee; and
- indebtedness that is by its terms subordinated to, or ranks on an equal
basis with, the Junior Subordinated Debt.
"Capital Securities Guarantees" means the guarantees issued by Citigroup in
connection with:
- the 6 7/8% Capital Securities of Citigroup Capital VI;
- the 7% Trust Preferred Securities of Citigroup Capital V;
- the 6.850% Trust Preferred Securities of Citigroup Capital IV;
- the 7 5/8% Trust Preferred Securities of Citigroup Capital III;
- the 7 3/4% Trust Preferred Securities of Citigroup Capital II;
- the 8% Trust Preferred Securities of Citigroup Capital I; and
- any existing or future preferred or preference stock, including capital
securities, that is by its terms subordinated to, or ranks on an equal
basis with, the Junior Subordinated Debt.
COVENANTS
LIMITATIONS ON LIENS.Limitations on Liens. The senior debt indenture provides that Citigroup
will not, and will not permit any Subsidiary (as defined below) to, incur, issue, assume or
guarantee any indebtedness for money borrowed if such indebtedness is secured by
a pledge of, lien on, or security interest in any shares of Voting Stock of any
Significant Subsidiary, without providing that each series of senior debt
securities and, at Citigroup's option, any other senior indebtedness ranking
equally with such series of senior debt securities, is secured equally and
ratably with such indebtedness. This limitation shall not apply to indebtedness
secured by a pledge of, lien on or security interest in any shares of Voting
Stock of any corporation at the time it becomes a Significant Subsidiary (SENIOR DEBT INDENTURE, SECTION(Senior
Debt Indenture, Section 5.04). The subordinated debt indenture does not contain
a similar provision.
"Significant Subsidiary" means a Subsidiary, including its Subsidiaries,
that meets any of the following conditions:
- Citigroup's and its other Subsidiaries' investments in and advances to
the Subsidiary exceed 10 percent of the total assets of Citigroup and its
Subsidiaries consolidated as of the end of the most recently completed
fiscal year;
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19
- Citigroup's and its other Subsidiaries' proportionate share of the total
assets of the Subsidiary after intercompany eliminations exceeds 10
percent of the total assets of Citigroup and its Subsidiaries
consolidated as of the end of the most recently completed fiscal year; or
- Citigroup's and its other Subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principles of the Subsidiary
exceeds 10 percent of such income of Citigroup and its Subsidiaries
consolidated for the most recently completed fiscal year.
"Subsidiary" means any corporation of which securities entitled to elect at
least a majority of the corporation's directors shall at the time be owned,
directly or indirectly, by Citigroup, and/or one or more Subsidiaries.
"Voting Stock" means capital stock the holders of which have general voting
power under ordinary circumstances to elect at least a majority of the board of
directors of a corporation, except capital stock that carries only the right to
vote conditioned on the happening of an event regardless of whether such event
shall have happened (SENIOR DEBT INDENTURE, SECTIONS(Senior Debt Indenture, Sections 1.02 ANDand 5.04).
LIMITATIONS ON MERGERS AND SALES OF ASSETS.Limitations on Mergers and Sales of Assets. The indentures provide that
Citigroup will not merge or consolidate with another corporation or sell other
than for cash or lease all or substantially all its assets to another
corporation, or purchase all or substantially all the assets of another
corporation unless:
- either (1) Citigroup is the continuing corporation, or (2) the successor
corporation, if other than Citigroup, expressly assumes by supplemental
indenture the obligations evidenced by the securities issued pursuant to
the indenture (in which case, except in the case of such a lease,
Citigroup will be discharged from its obligations under the indenture) and
- immediately after the consummation of such a transaction, there would not be any default in the
performance of any covenant or condition of the indenture (SENIOR DEBT INDENTURE, SECTIONS(Senior Debt
Indenture, Sections 5.05 ANDand 14.01; SUBORDINATED
DEBT INDENTURE, SECTIONSSubordinated Debt Indenture, Sections
5.04 ANDand 15.01).
Other than the restrictions described above, the indentures do not contain
any covenants or provisions that would protect holders of the debt securities in
the event of a highly leveraged transaction.
MODIFICATION OF THE INDENTURES
Under the indentures, Citigroup and the relevant Trusteetrustee can enter into
supplemental indentures to establish the form and terms of any series of debt
securities without obtaining the consent of any holder of debt securities.
Citigroup and the Trusteetrustee may, with the consent of the holders of at least
66 2/3% in aggregate principal amount of the senior debt securities of a series
or at least a majority in aggregate principal amount of the subordinated debt
securities, modify the applicable indenture or the rights of the holders of the
securities of such series to be affected.
However, noNo such modification may:may, without the consent of the holder of each
security so affected:
- extend the fixed maturity of any such securities,
- reduce the rate or extend the time of payment of interest on such
securities,
- reduce the principal amount of such securities or the premium, if any, on
such securities,
- reduce the amount of the principal of Original Issue Discount
Securities payable on any date,securities issued originally at
a discount,
- change the currency in which any such securities are payable, or
- impair the right to institute suitsue for the enforcement of any such payment on or
after the maturity of such securities, without the consent of the holder of each security so
affected; orsecurities.
In addition, no such modification may:
- reduce the percentage of securities referred to above of any serieswhose holders need
to consent to the
consent of the holders of which is required for any such modification without the consent of the holders of all securities of such series then
outstanding;holders; or
1714
20
- modify,change, without the written consent of the Trustee,trustee, the rights, duties or
immunities of the Trustee (SECTIONStrustee (Sections 13.01 ANDand 13.02).
In addition, the subordinated debt indenture may not be amended without the
consent of each holder of subordinated debt securities affected thereby to
modify the subordination of the subordinated debt securities issued under that
indenture in a manner adverse to the holders of the subordinated debt securities
(SUBORDINATED DEBT INDENTURE, SECTION(Subordinated Debt Indenture, Section 13.02).
DEFAULTS
Each indenture provides that events of default with respect toregarding any series of debt
securities will be:
- failure to pay required interest on any debt security of such series for
30 days;
- failure to pay principal, (otherother than a sinking fund installment)scheduled installment payment, or
premium, if any, on any debt security of such series when due;
- failure to paymake any required sinking fundscheduled installment payment for 30 days on
debt securities of such series;
- failure to perform for 90 days after notice any other covenant in the
relevant indenture other than a covenant included in the relevant
indenture solely for the benefit of a series of debt securities other
than such series; and
- certain events of bankruptcy or insolvency, whether voluntary or not
(SECTION(Section 6.01).
If an event of default with respect toregarding debt securities of any series issued under
the indentures should occur and be continuing, either the Trusteetrustee or the holders
of 25% in the principal amount of outstanding debt securities of such series may
declare each debt security of that series due and payable (SECTION(Section 6.02).
Citigroup is required to file annually with the Trusteetrustee a statement of an
officer as to the fulfillment by Citigroup of its obligations under the
indenture during the preceding year (SENIOR DEBT INDENTURE, SECTION(Senior Debt Indenture, Section 5.06;
SUBORDINATED DEBT INDENTURE, SECTIONSubordinated Debt Indenture, Section 5.05).
No event of default with respect toregarding one series of debt securities issued under an
indenture is necessarily an event of default with respect toregarding any other series of debt
securities (SECTION(Section 6.02).
Holders of a majority in principal amount of the outstanding debt
securities of any series will be entitled to control certain actions of the
Trusteetrustee under the indentures and to waive past defaults with respect toregarding such series
(SECTIONS(Sections 6.02 ANDand 6.06). The Trusteetrustee generally will not be requested, ordered
or directed by any of the holders of debt securities, unless one or more of such
holders shall have offered to the Trusteetrustee reasonable security or indemnity
(SECTION(Section 10.01).
If an event of default occurs and is continuing with respect toregarding a series of debt
securities, the Trusteetrustee may use any sums that it holds under the relevant
indenture for its own reasonable compensation and expenses incurred prior to
paying the holders of debt securities of such series (SECTION(Section 6.05).
Before any holder of any series of debt securities may institute action for
any remedy, other thanexcept payment of the principal of, premium, if any, and
interest on such holder's debt security when due, a request to the Trustee by the holders
of not less than 25% in principal amount of the debt securities of that series
outstanding is required formust request the Trusteetrustee to take action. AnHolders must also offer satisfactory toand
give the Trustee ofsatisfactory security and indemnity against liabilities incurred by it is also required (SECTIONthe
trustee for taking such action (Section 6.07).
DEFEASANCE
SENIOR DEBT INDENTURE.Senior Debt Indenture. If so specified with respect towhen the senior debt securities of
a particular series whenis created, after Citigroup has deposited with the Trusteetrustee,
cash or governmentalgovernment securities, in trust for the benefit of the holders
sufficient to pay the principal of, premium, if any, and interest on the senior
debt securities of such series when due, then Citigroup, at its option:
18
- will be deemed to have paid and discharged the entire indebtednesssatisfied its obligations on all
outstanding senior debt securities of such series, ("defeasancewhich is known as
"defeasance and discharge");discharge;" or
15
21
- will cease to be under any obligation, other than to pay when due the
principal of, premium, if any, and interest on such senior debt
securities, with respectrelating to the senior debt securities of such series, ("covenant defeasance").which
is known as "covenant defeasance."
In the case of covenant defeasance, Citigroup must also deliver to the
Trusteetrustee an opinion of counsel to the effect that the holders of the senior debt
securities of such series will have no federal income tax consequences as a
result of such deposit.
When there is a defeasance and discharge, (1) the senior debt indenture
will no longer govern the senior debt securities of such series, (2) Citigroup
will no longer be liable for payment and (3) the holders of such senior debt
securities will be entitled only to the deposited funds. When there is a
covenant defeasance, however, Citigroup will continue to be obligated to paymake
payments when due principal of,
premium, if any, and interest on the senior debt securities of such series if the deposited funds are not sufficient to pay the holders.sufficient.
The obligations and rights under the senior debt indenture with respect toregarding
compensation, reimbursement and indemnification of the Trustee,trustee, optional
redemption, mandatory and optional sinking fundscheduled installment payments, if any,
registration of transfer and exchange of the senior debt securities of such
series, replacement of mutilated, destroyed, lost or stolen senior debt
securities and certain other administrative provisions will continue even if
Citigroup exercises its defeasance and discharge or covenant defeasance options
(SENIOR DEBT INDENTURE,
SECTIONS(Senior Debt Indenture, Sections 11.03 ANDand 11.04).
Under current federal income tax law, defeasance and discharge would be
treated as a taxable exchange of the senior debt securities for an interest in
the trust. As a consequence, each holder of the senior debt securities would
recognize gain or loss equal to the difference between the value of the holder's
interest in the trust and holder's tax basis for the senior debt securities
deemed exchanged. Each holder would then be required to include in income his
share of any income, gain and loss recognized by the trust. Even though a holder
would be subject to federal
income tax on the deemed exchange suchwould be imposed on a holder, the holder would
not receive any cash until the maturity or an earlier redemption of the senior
debt securities, except for any current interest payments, if any.payments.
Under current federal income tax law, a covenant defeasance would not be
treated as a taxable exchange of senior debt securities. Prospective investors
are urged to consult their own tax advisors as to the specific consequences of a
defeasance and discharge, including the applicability and effect of tax laws
other than the federal income tax law.
SUBORDINATED DEBT INDENTURE.Subordinated Debt Indenture. The defeasance and discharge and covenant
defeasance provisions contained in the subordinated debt indenture are
substantially the same as those described above for the senior debt indenture
(SUBORDINATED DEBT INDENTURE, SECTIONS(Subordinated Debt Indenture, Sections 11.01, 11.02, 11.03, 11.04 ANDand 11.05).
Under the subordinated debt indenture, Citigroup must also deliver to the
Trusteetrustee an opinion of counsel to the effect that the holders of the subordinated
debt securities will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance and discharge or covenant
defeasance and that the holders will be subject to federal income tax would be imposed on the holders in the
same manner as if such defeasance and discharge had not occurred. In the case of
a defeasance and discharge, such opinion must be based upon a ruling or
administrative pronouncement of the IRS.
CONCERNING THE TRUSTEES
Citigroup has had and may continue to have banking relationships with the
Trusteestrustees in the ordinary course of business.
1916
22
DESCRIPTION OF INDEX WARRANTS
The following briefly summarizes certain generalthe material terms and provisions of the
index warrants, to which anyother than pricing and related terms disclosed in the
accompanying prospectus supplement may relate.supplement. You should read the particular terms of the
index warrants that are offered by Citigroup, which will be described in more
detail in a prospectus supplement. The prospectus supplement will also state
whether any of the general provisions summarized below do not apply to the index
warrants being offered.
Index warrants may be issued independently or together with debt securities
and may be attached to or separate from any such offered securities. Each series
of index warrants will be issued under a separate index warrant agreement to be
entered into between Citigroup and a bank or trust company, as Index Warrant
Agent.index warrant
agent. A single bank or trust company may act as Index Warrant Agentindex warrant agent for more
than one series of index warrants. The Index Warrant Agentindex warrant agent will act solely as
the agent of Citigroup under the applicable index warrant agreement and will not
assume any obligation or relationship of agency or trust for or with any owners
of such index warrants. A copy of the form of index warrant agreement, including
the form of certificate or global certificate that will represent the index
warrant certificate, will be filed as an exhibit to a document incorporated by
reference in the registration statement of which this prospectus forms a part.
You should read the more detailed provisions of the index warrant agreement and
the index warrant certificate or index warrant global certificate for provisions
that may be important to you.
GENERAL
The index warrant agreement does not limit the number of index warrants
that may be issued. Citigroup will have the right to "reopen" a previous series
of index warrants by issuing additional index warrants of such series.
Each index warrant will entitle the warrant holder to receive from
Citigroup, upon exercise, cash or securities. The amount in cash or number of
securities will be determined by referencereferring to an index calculated by reference
toon the basis
of prices, yields, levels or other specified objective measures in respect ofof:
- specified securities or securities indices orindices;
- specified foreign currencies or currency indices, orindices;
- a combination thereof,thereof; or
- changes in such measure or differences between two or more such measures.
The prospectus supplement for a series of index warrants will describe the
formula or methodology to be applied to the relevant index or indices to
determine the amount payable or distributable on the index warrants.
If so specified in the prospectus supplement, the index warrants will
entitle the warrant holder to receive from Citigroup a minimum or maximum amount
upon automatic exercise at expiration and under certain other circumstances.
You should read the prospectus supplement applicable to any series of index
warrants for any circumstances in which the payment or distribution or the determinationhappening of the payment or distribution on the index warrants may be
postponed. On theany other hand, the index warrants may be subject to early
exercise or cancellation in certain circumstances, and if so, these features
will beevent
described in the applicable prospectus supplement. The amount due after
any such delay or postponement, or early exercise or cancellation, will be set
forth in the applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement,
Citigroup will not purchase or take delivery of or sell or deliver any
securities or currencies, including the underlying assets, other than the
payment of any cash or distribution of any securities due on the index warrants,
from or to warrant holders pursuant to the index warrants.
The index warrants will be deemed to be automatically exercised upon
expiration. Upon such automatic exercise, warrant holders will be entitled to
receive the cash amount or number of securities due, if any, on such exercise of
the index warrants.
20You should read the prospectus supplement applicable to any series of index
warrants for any circumstances in which the payment or distribution or the
determination of the payment or distribution on the index warrants may be
postponed or exercised early or cancelled. The amount due after any such delay
or postponement, or early exercise or cancellation, will be described in the
applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement,
Citigroup will not purchase or take delivery of or sell or deliver any
securities or currencies, including the underlying assets, other than
17
23
the payment of any cash or distribution of any securities due on the index
warrants, from or to warrant holders pursuant to the index warrants.
The applicable prospectus supplement relating to any series of index
warrants will describe the following:
- the aggregate number of such index warrants;
- the offering price of such index warrants;
- the measure or measures by reference to which payment or distribution on such index
warrants will be determined;
- certain information regarding the underlying securities, foreign
currencies or indices;
- the amount of cash or number of securities due, or the means by which the
amount of cash or number of securities due may be calculated, on exercise
of the index warrants, including automatic exercise, or upon
cancellation;
- the date on which the index warrants may first be exercised and the date
on which they expire;
- any minimum number of index warrants exercisable at any one time;
- any maximum number of index warrants that may, subject toat Citigroup's election,
be exercised by all warrant holders or by any person or entity on any
day;
- any provisions permitting a warrant holder to condition an exercise of
index warrants;
- the method by which the index warrants may be exercised;
- the currency in which the index warrants will be denominated and in which
payments on the index warrants will be made or the securities that may be
distributed in respect of the index warrants;
- the method of making any foreign currency translation applicable to
payments or distributions on the index warrants;
- the method of providing for a substitute index or indices or otherwise
determining the amount payable in connection with the exercise of index
warrants if an index changes or is no longer available;
- the time or times at which amounts will be payable or distributable in
respect of such index warrants following exercise or automatic exercise;
- any national securities exchange on, or self-regulatory organization with
which, such index warrants will be listed;
- any provisions for issuing such index warrants in certificated form;
- if such index warrants are not issued in book-entry form, the place or
places at and the procedures by which payments or distributions on the
index warrants will be made; and
- any other terms of such index warrants.
Prospective purchasers of index warrants should be aware of special United
States federal income tax considerations applicable to instruments such as the
index warrants. The prospectus supplement relating to each series of index
warrants will describe these tax considerations. The summary of United States
federal income tax considerations contained in the prospectus supplement will be
presented for informational purposes only, however, and will not be intended as
legal or tax advice to prospective purchasers. You are urged to consult your own
tax advisors before purchasing any index warrants.
2118
BOOK-ENTRY PROCEDURES AND SETTLEMENT FOR INDEX WARRANTS
Subject to the rules of DTC, as the warrant depositary, and unless otherwise
specified in the prospectus supplement, the index warrants offered in such
prospectus supplement will be issued in the form of a single index warrant
global certificate that will be deposited with DTC and registered in its name or
the name of its nominee. Unless and until it is exchanged in whole or in part
for the individual index warrants represented by an index warrant global
certificate, an index warrant global certificate may not be transferred except:
- as a whole by DTC to a nominee of DTC;
- by a nominee of DTC to DTC or another nominee of DTC; or
- by DTC or any such nominee to a successor of DTC or a nominee of such
successor.
Citigroup anticipates that the following provisions will apply to all
depository arrangements.
Upon the issuance of an index warrant global certificate, DTC, as warrant
depositary, will credit, on its book-entry registration and transfer system, the
respective numbers of the individual index warrants represented by such index
warrant global certificate to the accounts of participants. The accounts to be
credited shall be designated by the underwriters of such index warrants or, if
the index warrants are offered and sold directly by Citigroup or through one or
more agents, by Citigroup or the agent or agents. Ownership of beneficial
interests in an index warrant global certificate will be limited to participants
or persons that may hold beneficial interests through participants. Ownership of
beneficial interests in an index warrant global certificate will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by DTC or its nominee (with respect to beneficial interests of
participants) or by participants or persons that may hold interests through
participants (with respect to beneficial interests of indirect participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in certificated form. Such limits and such
laws may impair the ability to transfer beneficial interests in an index warrant
global certificate.
So long as DTC or its nominee is the registered owner of an index warrant
global certificate, DTC or its nominee, as the case may be, will be considered
the sole owner or holder of the index warrants for all purposes under the
related index warrant agreement. Except as set forth below, owners of beneficial
interests in the index warrant global certificate will not be entitled to have
any of the individual index warrants represented by the index warrant global
certificate registered in their names, will not receive or be entitled to
receive physical delivery of any such index warrants in certificated form, and
will not be considered the holders thereof under the related index warrant
agreement.
Citigroup and the Index Warrant Agent will not have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the index warrant global certificate or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
If DTC is at any time unwilling or unable to continue as warrant depositary
and a successor depositary is not appointed by Citigroup within 90 days,
Citigroup will issue individual index warrant certificates in exchange for the
index warrant global certificate. In addition, Citigroup may at any time and in
its sole discretion decide not to have certain index warrants represented by an
index warrant global certificate and, in such event, will issue individual index
warrant certificates in exchange for the global certificate. Further, if
Citigroup so specifies with respect to any index warrants, an owner of a
beneficial interest in an index warrant global certificate may, on such terms
acceptable to Citigroup and the warrant depositary, receive individual index
warrants in exchange for such beneficial interest. In any such instance, an
owner of a beneficial interest in the index warrant global certificate will be
entitled to have index warrants equal in aggregate number to such beneficial
interest registered in its name and will be entitled to physical delivery of
such index warrants. The registered owner of such index warrants will be
entitled to receive any amounts payable in respect of such index warrants, upon
surrender of
22
such index warrants to the Index Warrant Agent in accordance with the procedures
set forth in the prospectus supplement.24
LISTING
Unless otherwise indicated in the prospectus supplement, the index warrants
will be listed on a national securities exchange or with a self-regulatory
organization, in each case as specified in the prospectus supplement. It is
expected that such organization will stop trading a series of index warrants as
of the close of business on the related expiration date of such index warrants.
MODIFICATION
The index warrant agreement and the terms of the related index warrants may
be amended by Citigroup and the index warrant agent, without the consent of the
holders of any index warrants, for any of the following purposes:
- curing any ambiguity or curing, correcting or supplementing any defective
or inconsistent provision contained therein;provision;
- maintaining the listing of such index warrants on any national securities
exchange or with any other self-regulatory organization;
- registering such index warrants under the Exchange Act, permitting the
issuance of individual index warrant certificates to warrant holders,
reflecting the issuance by Citigroup of additional index warrants of the
same series or reflecting the appointment of a successor depository; or
- for any other purpose which Citigroup may deem necessary or desirable and
which will not materially and adversely affect the interests of the
warrant holders.
Citigroup and the Index Warrant Agentindex warrant agent also may modify or amend the index
warrant agreement and the terms of the related index warrants, with the consent
of the holders of not less than a majority of the then outstanding warrants
affected by such modification or amendment, for any purpose. However, no such
modification or amendment may be made without the consent of each holder
affected thereby if such modification or amendment:
- changes the amount to be paid to the warrant holder or the manner in
which that amount is to be determined;
- shortens the period of time during which the index warrants may be
exercised;
- otherwise materially and adversely affects the exercise rights of the
holders of the index warrants; or
- reduces the percentage of the number of outstanding index warrants the
consent of whose holders is required for modification or amendment of the
index warrant agreement or the terms of the related index warrants.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITION
If at any time there is a merger or consolidation involving Citigroup or a
sale, transfer, conveyance, other than lease, or other disposition of all or
substantially all of the assets of Citigroup, then the assuming corporation will
succeed to the obligations of Citigroup under the index warrant agreement and
the related index warrants. Citigroup will then be relieved of any further
obligation under the index warrant agreement and index warrants and may then be
dissolved, wound up or liquidated.
ENFORCEABILITY OF RIGHTS BY WARRANT HOLDERS
Any warrant holder may, without the consent of the Index Warrant Agentindex warrant agent or
any other warrant holder, enforce by appropriate legal action on his own behalf
his right to exercise, and to receive payment for, his index warrants.
2319
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes certain general terms of Citigroup's
preferred stock to which any prospectus supplement may relate. You should read
the particular terms of any series of preferred stock offered by Citigroup which
will be described in more detail in any prospectus supplement relating to such
series. The prospectus supplement will also state whether any of the terms of
any series may differ from the terms summarized below. The description of
certain provisions of Citigroup's preferred stock are not complete and should be
read together with the detailed provisions of Citigroup's Restated Certificate
of Incorporation and the certificate of designation relating to each particular
series of preferred stock. For a description of Citigroup's outstanding
preferred stock, see "Description of Capital Stock."
GENERAL
The Board of Directors of Citigroup may, without stockholder approval, issue
one or more series of preferred stock. The Board of Directors may also establish
the titles, dividend rates, any redemption provisions, special or relative
rights in the event of liquidation, dissolution, distribution or winding up of
Citigroup, sinking fund provisions, conversion or exchange provisions, voting
rights, and any other preferences, privileges, powers, rights, qualifications,
limitations and restrictions. The preferred stock will be, when issued, fully
paid and nonassessable. Holders of preferred stock will not have any preemptive
rights.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
RANK
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, such shares will rank on a parity with
each other series of preferred stock and prior to the common stock as to
dividends and distributions of assets.
DIVIDENDS
Holders of each series of preferred stock will be entitled to receive cash
dividends, when, as and if declared by the Board of Directors of Citigroup out
of funds legally available for such dividends. The rates and dates of payment of
such dividends will be set forth in the prospectus supplement relating to such
series of preferred stock. Dividends will be payable to holders of record of
preferred stock as they appear on the books of Citigroup or, if applicable, the
records of the Depositary referred to below under "Description of Depositary
Shares", on the record dates fixed by the Board of Directors. Dividends on any
series of preferred stock may be cumulative or noncumulative.
No full dividends may be declared or paid on funds set apart for the payment
of dividends on any series of preferred stock unless dividends shall have been
paid or set apart for such payment on equity securities ranking on a parity with
respect to dividends with such series of preferred stock. If full dividends are
not so paid, such series of preferred stock shall share dividends ratably with
such other equity securities.
CONVERSION AND EXCHANGE
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of Citigroup's common stock.
24
REDEMPTION
A series of preferred stock may be redeemable at any time, in whole or in
part, at the option of Citigroup or the holder thereof and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise upon terms and at
the redemption prices set forth in the prospectus supplement relating to such
series.
In the event of partial redemptions of preferred stock, whether by mandatory
or optional redemption, the shares to be redeemed will be determined by any
method determined to be equitable by the Board of Directors.
On and after a redemption date, unless Citigroup defaults in the payment of
the redemption price, dividends will cease to accrue on shares of preferred
stock called for redemption and all rights of holders of such shares will
terminate except for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
Citigroup, holders of each series of preferred stock will be entitled to receive
out of assets of Citigroup available for distribution to stockholders,
distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Such distributions will be made before any
distribution is made on any securities ranking junior with respect to
liquidation, including common stock. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of Citigroup, the amounts payable with
respect to the preferred stock of any series and any other securities ranking on
a parity with respect to liquidation rights are not paid in full, the holders of
the preferred stock of such series and such other securities will share in any
such distribution of assets of Citigroup on a ratable basis in proportion to the
full liquidation preferences. After payment of the full amount of the
liquidation preference to which they are entitled, the holders of such series of
preferred stock will not be entitled to any further participation in any
distribution of assets of Citigroup.
VOTING RIGHTS
The holders of shares of preferred stock will have no voting rights, except:
- as otherwise stated in the prospectus supplement;
- as otherwise stated in the certificate of designation establishing such
series; or
- as required by applicable law.
25
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of the date of this prospectus, Citigroup's authorized capital stock
consists of 610 billion shares of common stock and 30 million shares of preferred
stock. The following summary contains a description of certain generalbriefly summarizes the material terms of Citigroup's common
stock to which any prospectus supplement may relate. The
descriptions below of certainand outstanding preferred stock. You should read the more detailed
provisions of Citigroup's common stock and
preferred stock do not purport to be complete and are subject to and qualified
in their entirety by reference to Citigroup's Restated Certificatecertificate of Incorporationincorporation and the certificate of
designation relating to any series of preferred stock.stock for provisions that may be
important to you.
COMMON STOCK
As of DecemberMarch 31, 1998,2000, Citigroup had outstanding approximately 2.33.4 billion
shares of its common stock. Each holder of common stock is entitled to one vote
per share for the election of directors and for all other matters to be voted on
by Citigroup's stockholders. Except as otherwise provided by law, the holders of
shares of common stock vote as one class together with holders of the shares of
the outstanding Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock, which areis described below. Holders of
common stock may not cumulate their votes in the election of directors, and are
entitled to share equally in suchthe dividends asthat may be declared by the Boardboard of
Directors out of
funds legally available therefor,directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock.
Upon voluntary or involuntary liquidation, dissolution or winding up of
Citigroup, the holders of the common stock share ratably in the assets remaining
after payments to creditors and provision for the preference of any preferred
stock. There are no preemptive or other subscription rights, conversion rights
or redemption or sinking fundscheduled installment payment provisions with respectrelating to shares of
common stock. All of the outstanding shares of common stock are fully paid and
nonassessable. The transfer agent and registrar for the common stock is
Citibank, N.A. The common stock is listed on the New York Stock Exchange, Inc. (the "NYSE") and
Thethe Pacific Exchange, Inc.Exchange.
PREFERRED STOCK
UnderThe general terms of Citigroup's Restated Certificate of Incorporation (as amended, the
"Certificate of Incorporation"), the Board of Directors of Citigroup is
authorized to issue shares of preferred stock in one or more series, and to
establish from time to time a series of preferred stock with the following terms
specified:
- the number of shares to be included in each such series;
- the designation, powers, preferences and rights of the shares of each such
series; and
- the qualifications, limitations or restrictions of such series, except to
the extent stated and expressed in the Certificate of Incorporation.
Prior to the issuance of each series of preferred stock, the Board of
Directors of Citigroup will adopt resolutions creating and designating such
series as a series of preferred stock and such resolutions will be filed in a
certificate of designation (a "Certificate of Designation") as an amendment to
the Certificate of Incorporation. The term "Board of Directors of Citigroup"
includes any duly authorized committee thereof.
The rights of holders of the preferred stock offered hereby will be subject
to, and may be adversely affected by, the rights of holders of any shares of
preferred stock that may be issued in the future. The Board of Directors may
cause shares of preferred stock to be issued in public or private transactions
26
for any proper corporate purpose, which may include issuance to obtain
additional financing in connection with acquisitions or otherwise, and issuance
to officers, directors and employees of Citigroup and its subsidiaries pursuant
to benefit plans or otherwise. Shares of preferred stock issued by Citigroup may
have the effect, under certain circumstances, alone or in combination with
certain other provisions of the Certificate of Incorporation, of rendering more
difficult or discouraging an acquisition of Citigroup deemed undesirable by the
Board of Directors of Citigroup.
Under existing interpretations of The Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") and the Office of Thrift
Supervision (the "OTS"), if the holders of the preferred stock become entitled
to vote for the election of directors because dividends on the preferred stock are in arrears as described below preferred stock may then be deemed a "classunder
"Description of voting securities" and a holder of 25% or more of the preferred stock or a
holder of 5% or more of the preferred stock that otherwise exercises a
"controlling influence" over Citigroup may then be subject to regulation as a
"bank holding company" in accordance with the Bank Holding Company Act (the "BHC
Act"), and a holder of 25% or more of the preferred stock or a holder of 10% or
more of the preferred stock that otherwise possesses certain "control factors"
with respect to Citigroup may then be subject to regulation as a "savings and
loan holding company" in accordance with the Home Owner's Loan Act of 1933, as
amended. In addition, at such time:
- any bank holding company or foreign bank with a U.S. presence generally
would be required to obtain the approval of the Federal Reserve Board
under the BHC Act to acquire or retain 5% or more of the preferred stock;
- any person other than a bank holding company may be required to obtain the
approval of the Federal Reserve Board and the OTS under the Change in Bank
Control Act to acquire or retain 10% or more of the preferred stock; and
- any savings and loan holding company generally could not retain in excess
of 5% of the preferred stock.
Before exercising its option to redeem any shares of preferred stock, Citigroup
will obtain the approval of the Federal Reserve Board to the extent then
required by applicable law.
No full dividends will be declared or paid or set apart for payment on the
preferred stock of any series ranking, as to dividends, on a parity with or
junior to any other series of preferred stock for any period unless full
dividends (1) have been or are contemporaneously declared and paid or (2) have
been declared and a sum sufficient for the payment thereof set apart for such
payment on such series of preferred stock for
- all dividend periods terminating on or prior to the date of payment of
such full cumulative dividends in the case of a series of cumulative
preferred stock; or
- the immediately preceding dividend period in the case of a series of
noncumulative preferred stock.
When dividends are not paid in full upon any series of preferred stock and
any other preferred stock ranking on a parity as to dividends with such series
of preferred stock, all dividends declared upon shares of such series of
preferred stock and any other preferred stock ranking on a parity as to
dividends will be declared pro rata so that the amount of dividends declared per
share on such series of preferred stock and such other preferred stock will in
all cases bear to each other the same ratio that accrued dividends per share
(which, in the case of noncumulative preferred stock, will not include any
cumulation in respect of unpaid dividends for prior dividend periods) on the
shares of such series of preferred stock and such other preferred stock bear to
each other.
Except as provided in the preceding paragraph, unless full dividends on all
outstanding shares of any such series of preferred stock have been declared and
paid or set apart for payment for all past
27
dividend periods, in the case of a series of cumulative preferred stock, or for
the immediately preceding dividend period, in the case of a series of
noncumulative preferred stock, no dividends, other than dividends or
distributions paid in shares of, or options, warrants or rights to subscribe for
or purchase shares of, the common stock or another stock of Citigroup ranking
junior to the preferred stock as to dividends and upon liquidation, will be
declared or paid or set aside for payment or other distribution declared or made
upon the common stock or upon any other stock of Citigroup ranking junior to or
on parity with the preferred stock as to dividends or upon liquidation.
Similarly, until such payments have been made or set apart for payment, no
common stock nor any other stock of Citigroup ranking junior to or on parity
with such preferred stock as to dividends or upon liquidation may be redeemed,
purchased or otherwise acquired for any consideration, nor may any moneys be
paid to or made available for a sinking fund for the redemption of any shares of
any such stock, by Citigroup except by conversion into or exchange for stock of
Citigroup ranking junior to the preferred stock as to dividends and upon
liquidation.
All shares of preferred stock will rank on a parity on liquidation and,
unless they are cumulative as to dividends, with each other series. No shares of
preferred stock have any preemptive or subscription rights.Preferred Stock."
As of the date of this prospectus, Citigroup had outstanding the following
series of preferred stock with the following terms:
NUMBER REDEMPTION NUMBERDATE NEXT
OF SHARES DIVIDENDS PRICE PER DATE NEXT
SHARES DIVIDENDS PER SHARE REDEEMABLE GENERAL
TITLE OF SERIES OUTSTANDING PER YEAR SHARE ($)(12) BY CITIGROUP VOTING RIGHTS
- --------------------------------------------------- ----------- ----------------- ---------------------------- ---------- --------------------- -------------
6.365% Cumulative Preferred
Stock, Series F.......................... 1,600,000(1)F........... 1,600,000 6.365% 250 June 16, 2007 No(18)No
6.213% Cumulative Preferred
Stock, Series G.......................... 800,000(2)G........... 800,000 6.213% 250 July 11, 2007 No(18)No
6.231% Cumulative Preferred
Stock, Series H.......................... 800,000(2)H........... 800,000 6.231% 250 September 8, 2007 No(18)
Series I Cumulative Convertible
Preferred Stock................... 140,000(3) $90.00 1,000 October 31, 1999(13) Yes(19)
8.08% Cumulative Preferred Stock,
Series J.......................... 400,000(4) $40.40 500 Currently(14) Yes(20)No
8.40% Cumulative Preferred
Stock, Series K.......................... 500,000(5)K........... 500,000 $42.00 500 March 31, 2001 Yes(20)Yes (6)
9.50% Cumulative Preferred
Stock, Series L..........................L........... -- (6)(1) 9.50% 500 June 30, 2001(15) Yes(21)2001 Yes (6)
5.864% Cumulative Preferred
Stock, Series M..........................M........... 800,000 (2) 5.864% 250 October 8, 2007 No(22)
Graduated Rate Cumulative Preferred
Stock, Series O................... 625,000 Variable Rate(7) 100 August 15, 1999(16) No(22)No
Adjustable Rate Cumulative
Preferred Stock, Series
Q...................Q......................... 700,000 Variable Rate(8)Rate(2) 250 May 31, 1999 No(22)On any date No
Adjustable Rate Cumulative
Preferred Stock, Series
R...................R......................... 400,000 Variable Rate(8)Rate(2) 250 August 31, 1999 No(22)
8.30% Noncumulative Preferred Stock,
Series S.......................... 500,000 8.30%(9) 250 November 15, 1999 No(22)
8 1/2% Noncumulative Preferred
Stock, Series T................... 600,000 8.50%(9) 250 February 15, 2000 No(22)On any date No
20
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NUMBER REDEMPTION DATE NEXT
OF SHARES DIVIDENDS PRICE PER REDEEMABLE GENERAL
TITLE OF SERIES OUTSTANDING PER YEAR SHARE ($) BY CITIGROUP VOTING RIGHTS
- --------------- ----------- ---------------- ---------- --------------------- -------------
7 3/4% Cumulative Preferred
Stock, Series U..........................U........... 500,000 7.75% 250 May 15, 2000 No(22)On any date No
Fixed Adjustable Rate
Cumulative Preferred
Stock, Series V.........V........... 250,000 Variable Rate(10)Rate(3) 500 February 15, 2006(17) No(22)2006(5) No
Cumulative Adjustable Rate
Preferred Stock, Series
Y...................Y......................... 2,262 Variable Rate(11)Rate(4) 100,000 On any payment date No(18)No
5.321% Cumulative Preferred
Stock, Series YY.........................YY.......... 987 5.321% 1,000,000 December 22, 2018 No(18)No
28
- ------------------------------Where the above table indicates that the holders of the preferred stock
have no general voting rights, this means that they do not vote on matters
submitted to a vote of the common stockholders. However, the holders of this
preferred stock do have other special voting rights (1) Evidencedthat are required by
8,000,000 depositary shares, eachlaw, (2) that apply if there is a default in paying dividends for the equivalent
of which representssix calendar quarters, in some cases whether or not consecutive, and (3) when
Citigroup wants to create any class of stock having a one-fifth interest in a sharepreference as to dividends
or distributions of assets over such series or alter or change the provisions of
the certificate of incorporation so as to adversely affect the powers,
preferences or rights of the holders of such stock.
(2) Evidenced by 4,000,000 depositary shares, eachseries. These special voting rights
apply to all series of which represents a
one-fifth interest in a share of such stock.
(3) Each share of Series I Preferred Stock is convertible (at the option of the
holder thereof) into 44.60526 shares of commonpreferred stock subject to
anti-dilution adjustment.
(4) Evidenced by 8,000,000 depositary shares, each of which represents a
one-twentieth interest in a share of such stock.
(5) Evidenced by 10,000,000 depositary shares, each of which represents a
one-twentieth interest in a share of such stock.
(6)listed above.
- ---------------
(1) The Series L Preferred Stock will be issuable upon the settlement of certain
purchase contracts issued as a component of the 9 1/2% Trust Preferred
Stock Units of SI Financing Trust I, a subsidiary of Salomon Smith Barney
Holdings Inc. ("SSBH"). Holders must settle the purchase contracts on June 30, 2021;
provided, however, that SSBH mayhas the option to accelerate settlement of the purchase
contracts to June 30, 2001.
(7) For all quarterly dividend periods ending on or prior to August 15, 1999,
the annual dividend rate is the Five-Year Treasury Rate (as defined in the
Series O Preferred Stock Certificate of Designation) plus 1.50%. Between
August 15, 1999 and August 15, 2004, the annual dividend rate will be the
Five-Year Treasury Rate plus 2.25%. Prior to August 15, 2004, the above
rates may not be less than 7.00% nor greater than 14.00% per year, and after
August 15, 2004, the rates may not be less than 8.00% nor greater than
16.00% per year. The dividend rate will be increased in the event of
specified changes in the Internal Revenue Code that would decrease the
dividends received deduction applicable to corporate stockholders (a "Change
in Tax Law").
(8)(2) For each dividend period the dividend rate will be equal to 84% of the
Effective Rate, (as defined below), but not less than 4.50% per year or more than 10.50% per
year. The "Effective Rate" for any dividend period will be equal to the
highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate, each as defined in the relevant
part of the Certificatecertificate of Incorporation.
(9) Noncumulative dividend.
(10)incorporation.
(3) The Series V Preferred Stock provides for a cumulative dividend at a rate
that changes over time. For each dividend period up to but not including
February 15, 2006, the dividend rate will be 5.86% per year. For each
dividend period beginning on or after February 15, 2006, the dividend rate
will be equal to 0.50% plus the Effective Rate, but not less than 6.00% or
more than 12.00%. The dividend rate will be increased in the event of
a
Changespecified changes in Tax Law.
(11)the Internal Revenue Code that would decrease the
dividends received deduction applicable to corporate stockholders.
(4) The holders of the Series Y Preferred Stock are entitled to a cumulative
quarterly dividend at an annual rate equal to the greater of (a) the Short
Term Rate (as defined below) and (b) 4.85%. The "Short Term Rate" generally will be equal to
either 85% or 78% of the Money Market Yield, (asas defined in the Certificatecertificate
of Incorporation)incorporation, of the 90-day rate for commercial paper multiplied by the
stock's $100,000 per share liquidation value.
(12) Amount does not include accrued and unpaid dividends per share.
(13) Redemption is mandatory.
(14) Called for redemption on February 11, 1999. Was first redeemable on March
31, 1998.
(15) Or the date of issuance, whichever is later, in each case at SSBH's option.
(16) If not redeemed on August 15, 1999, also redeemable at any time after
August 15, 2004 or following a Change in Tax Law.
(17)(5) Prior to February 15, 2006, in the event of a Changespecified changes in Tax Law,the
Internal Revenue Code that would decrease the dividends received deduction
applicable to corporate stockholders, Citigroup at its option may redeem
all, but not less than all, of the Series V Preferred Stock at a price
declining over time from $525 per share to $500 per share.
(18) Except (1) as provided by law, (2) under certain circumstances if six
quarterly dividends are in arrears and (3) that a two-thirds vote of all
shares of preferred stock then outstanding voting as a class is required for
Citigroup to (x) create any class of stock having a preference as to
dividends or distributions of assets over such series or (y) alter or change
the provisions of the Certificate of Incorporation so as to adversely affect
the powers, preferences or rights of the holders of such series.
(19)(6) Holders of shares of Series IK and L Preferred Stock are entitled to 44.60526three
votes per share, when voting as a class with the common stock, subject to
anti-dilution adjustment. The shares of Series I Preferred Stock are
entitled to vote together as a class with the shares of common stock (and
any other shares of capital stock of Citigroup at the time entitled to vote
together as a class) on all matters submitted to a vote of stockholders of
Citigroup. Holders of Series I Preferred Stock have additional voting rights
under certain circumstances if six quarterly dividends are in arrears. In addition, holders of Series IK Preferred Stock
together with all other series of preferred stock, voting as one class, must
give their approval by a two-thirds vote of shares of preferred stock then
outstanding in the event
that Citigroup:
29
(a) authorizes sharesto some types of any class or series of stock having a preference or
priority as to dividends or liquidation, ("Senior Stock") over the
preferred stock,
(b) reclassifies any shares of Citigroup stock into shares of Senior Stock,
(c) authorizes any security exchangeable for, convertible into, or
evidencing the right to purchase any shares of Senior Stock,
(d) amends, alters or repeals the Certificate of Incorporation to alter or
change the preferences, rights or powers of preferred stock so as to
affect the preferred stock adversely, or
(e) effects the voluntary liquidation, dissolution or winding up of
Citigroup, or themerger and asset sale
lease, or exchange of all or substantially all of
the assets, property or business of Citigroup, or merges or consolidates
Citigroup with or into another corporation (except a wholly owned
subsidiary of Citigroup), provided that no separate vote of holders of
preferred stock as a class will be required in the case of a merger or
consolidation or a sale, exchange or conveyance of all or substantially
all of the assets, property or business of Citigroup (any such
transaction, a "transaction") if (A) the resulting, surviving or
acquiring corporation will have after such transaction no stock either
authorized or outstanding (except such stock of Citigroup as may have
been authorized immediately preceding such transaction, or such stock of
the resulting, surviving or acquiring corporation issued in exchange
therefor) ranking prior to, or on a parity with, the preferred stock or
the stock of the resulting, surviving or acquiring corporation and (B) if
each holder of shares of preferred stock immediately preceding such
transaction will receive in exchange therefor the same number of shares
of stock, with substantially the same preferences, rights and powers, of
the resulting, surviving or acquiring corporation (the events described
in clauses (a) through (e) being referred to herein as the "Preferred
Stock Voting Events").transactions. Finally, without obtaining the approval of a majority of the
outstanding shares of preferred stockSeries K Preferred Stock voting separately as a class,
Citigroup may not amend the Certificatecertificate of Incorporationincorporation to increase the
authorized amount of preferred stock or to authorize any other stock ranking
on a parity with the preferred stock either as to payment of dividends or
upon liquidation.
(20) Holders are entitled to vote together as a class with the shares of common
stock (and any other shares of capital stock of Citigroup at the time
entitled to vote together as a class) on all matters submitted to a vote of
stockholders of Citigroup, provided that, when voting with common stock,
each share of such series is entitled to three votes. Holders of such series
have additional voting rights under certain circumstances if six quarterly
dividends are in arrears. In addition, holders of such series together with
all other series of preferred stock, voting as one class, must give their
approval by a two-thirds vote of the then outstanding shares of preferred
stock upon the occurrence of a Preferred Stock Voting Event. Finally,
without obtaining the approval of a majority of the outstanding shares of
preferred stock voting separately as a class, Citigroup may not amend the
Certificate of Incorporation so as to increase the authorized amount of
preferred stock or so as to authorize any other class of stock ranking on a
parity with the preferred stock either as to payment of dividends or upon
liquidation.
(21) Holders of Series L Preferred Stock are entitled to three votes per share
when voting together as a class on all matters with the holders of the
common stock (and any other shares of capital stock of Citigroup at the time
entitled to vote together as a class). In addition, if six quarterly
dividends are in arrears the holders of the Series L Preferred Stock will be
entitled to certain additional voting rights. The vote of two-thirds of all
shares of preferred stock voting as a class will be required for Citigroup
to create any class of stock having a preference as to dividends or
distribution of assets over the Series L Preferred Stock.
(22) Except (1) as required by law, (2) under certain circumstances if dividends
are in arrears for such number of dividend periods, whether or not
consecutive, which in the aggregate contain not less than 540 days, and (3)
that a two-thirds vote of all shares of preferred stock then outstanding
voting as a class is required for Citigroup to (x) create any class of stock
having a preference as to dividends or distributions of assets over such
series or (y) alter or change the provisions of the Certificate of
Incorporation so as to materially and adversely affect the powers,
preferences or rights of the holders of such series.
CERTAIN21
27
IMPORTANT PROVISIONS OF CITIGROUP'S CERTIFICATE OF INCORPORATION AND BY-LAWS
BUSINESS COMBINATIONS.Business Combinations. The Certificatecertificate of Incorporationincorporation generally requires
the affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of the then outstanding shares of voting stock, voting together as a
single class, excluding from such number of outstanding shares and from such
required vote voting stock beneficially owned by any interested stockholder
(generally, a 25% stockholder), to approve any merger or other business combination (which would include a merger, sale of $25,000,000 of assets, and
similar extraordinary corporate transactions) between or otherwise involving,
Citigroup and any interested stockholder, unless (1) the transaction has been
approved by a majority of the continuing directors of Citigroup, or unless
certain(2) minimum
price, form of consideration and procedural requirements are satisfied. 30
AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BY-LAWS. UnderAn
"interested stockholder" as defined in the certificate of incorporation
generally means a person who owns at least 25% of the voting stock of Citigroup.
Amendments to Certificate of Incorporation the alteration, amendment or repeal of, or
adoption of any provision inconsistent with the provisions of the Certificate of
Incorporation relating to the issuance of preferred stock or common stock
requires theand By-Laws. The affirmative
vote of the holders of at least 75% of the voting power of the shares entitled
to vote for the election of directors.directors is required to amend the provisions of the
certificate of incorporation relating to the issuance of preferred stock or
common stock. Amendments of provisions of the Certificatecertificate of Incorporationincorporation
relating to business combinations generally require a vote of the holders of
66 2/3% of the then outstanding shares of voting stock, excluding voting stock held by interested stockholders, unless 75% of the Boardboard
of Directorsdirectors recommend such amendment and the directors comprising such 75%
would qualify as Continuing Directors.continuing directors. The Boardboard of Directors,directors, at any meeting,
may alter or amend the By-Lawsby-laws upon the affirmative vote of at least 66 2/3% of
the entire Boardboard of Directors.
VACANCIES.directors. A "continuing director" as defined in the
certificate of incorporation generally means a director who is not related to an
interested stockholder who held that position before an interested stockholder
became an interested stockholder.
Vacancies. Vacancies on the Boardboard of Directorsdirectors resulting from an increase
in the number of directors may be filled by a majority of the Boardboard of Directorsdirectors
then in office, ifso long as a quorum is present, and any additional director elected to
fill such a vacancy shall hold office for a term coinciding with the predecessor
director's remaining term.present. Any other vacancies on the Boardboard
of Directorsdirectors may be filled by a majority of the directors then in office, even
if less than a quorum. 31Any director elected to fill a vacancy that did not
result from increasing the size of the board of directors shall hold office for
a term coinciding with the predecessor director's remaining term.
22
28
DESCRIPTION OF DEPOSITARY SHARESPREFERRED STOCK
The following briefly summarizes certainthe material provisionsterms of Citigroup's
preferred stock, other than pricing and related terms disclosed in the
deposit
agreement andaccompanying prospectus supplement. You should read the particular terms of the depositary shares and depositary receipts. The summary is
not complete and shouldany
series of preferred stock offered by Citigroup which will be readdescribed in more
detail in any prospectus supplement relating to such series, together with the
formsmore detailed provisions of deposit agreementCitigroup's restated certificate of incorporation
and depositary receiptthe certificate of designation relating to each particular series of
preferred stock for provisions that may be important to you. The certificate of
incorporation, as amended, and a certificate of designation relating to the
preferred stock, whichSeries YY Preferred Stock are incorporated by
referencefiled as exhibits to the registration statement of
which this prospectus forms a part. The certificate of designation relating to
the particular series of preferred stock offered by the accompanying prospectus
supplement and this prospectus will be filed as an exhibit to a document
incorporated by reference in the registration statement. The prospectus
supplement will also state whether any of the terms summarized below do not
apply to the series of preferred stock being offered. For a description of
Citigroup's outstanding preferred stock, see "Description of Capital Stock."
Under Citigroup's certificate of incorporation, the board of directors of
Citigroup is authorized to issue shares of preferred stock in one or more
series, and to establish from time to time a series of preferred stock with the
following terms specified:
- the number of shares to be included in the series;
- the designation, powers, preferences and rights of the shares of the
series; and
- the qualifications, limitations or restrictions of such series, except as
otherwise stated in the certificate of incorporation.
Prior to the issuance of any series of preferred stock, the board of
directors of Citigroup will adopt resolutions creating and designating the
series as a series of preferred stock and the resolutions will be filed in a
certificate of designation as an amendment to the certificate of incorporation.
The term "board of directors of Citigroup" includes any duly authorized
committee.
The rights of holders of the preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. The board of directors may cause shares of preferred stock
to be issued in public or private transactions for any proper corporate purpose.
Examples of proper corporate purposes include issuances to obtain additional
financing in connection with acquisitions or otherwise, and issuances to
officers, directors and employees of Citigroup and its subsidiaries pursuant to
benefit plans or otherwise. Shares of preferred stock issued by Citigroup may
have the effect of rendering more difficult or discouraging an acquisition of
Citigroup deemed undesirable by the board of directors of Citigroup.
Under existing interpretations of The Board of Governors of the Federal
Reserve System, if the holders of the preferred stock become entitled to vote
for the election of directors because dividends on the preferred stock are in
arrears as described below, preferred stock may then be deemed a "class of
voting securities" and a holder of 25% or more of the preferred stock or a
holder of 5% or more of the preferred stock that otherwise exercises a
"controlling influence" over Citigroup may then be regulated as a "bank holding
company" in accordance with the Bank Holding Company Act. In addition, at such
time:
- any bank holding company or foreign bank with a U.S. presence generally
would be required to obtain the approval of the Federal Reserve Board
under the BHC Act to acquire or retain 5% or more of the preferred stock;
and
- any person other than a bank holding company may be required to obtain
the approval of the Federal Reserve Board under the Change in Bank
Control Act to acquire or retain 10% or more of the preferred stock.
Before exercising its option to redeem any shares of preferred stock, Citigroup
will obtain the approval of the Federal Reserve Board if then required by
applicable law.
23
29
The preferred stock will be, when issued, fully paid and nonassessable.
Holders of preferred stock will not have any preemptive or subscription rights
to acquire more stock of Citigroup.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
RANK
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, such shares will rank on an equal basis
with each other series of preferred stock and prior to the common stock as to
dividends and distributions of assets.
DIVIDENDS
Holders of each series of preferred stock will be entitled to receive cash
dividends, when, as and if declared by the board of directors of Citigroup out
of funds legally available for dividends. The rates and dates of payment of
dividends will be set forth in the prospectus supplement relating to each series
of preferred stock. Dividends will be payable to holders of record of preferred
stock as they appear on the books of Citigroup or, if applicable, the records of
the depositary referred to below under "Description of Depositary Shares," on
the record dates fixed by the board of directors. Dividends on any series of
preferred stock may be cumulative or noncumulative.
Citigroup may not declare, pay or set apart for payment dividends on the
preferred stock unless full dividends on any other series of preferred stock
that ranks on an equal or senior basis have been paid or sufficient funds have
been set apart for payment for
- all prior dividend periods of the other series of preferred stock that
pay dividends on a cumulative basis; or
- the immediately preceding dividend period of the other series of
preferred stock that pay dividends on a noncumulative basis.
Partial dividends declared on shares of preferred stock and any other
series of preferred stock ranking on an equal basis as to dividends will be
declared pro rata. A pro rata declaration means that the ratio of dividends
declared per share to accrued dividends per share will be the same for both
series of preferred stock.
Similarly, Citigroup may not declare, pay or set apart for payment
non-stock dividends or make other payments on the common stock or any other
stock of Citigroup ranking junior to the preferred stock until full dividends on
the preferred stock have been paid or set apart for payment for
- all prior dividend periods if the preferred stock pays dividends on a
cumulative basis; or
- the immediately preceding dividend period if the preferred stock pays
dividends on a noncumulative basis.
CONVERSION AND EXCHANGE
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of Citigroup's common stock.
REDEMPTION
If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at the
option of Citigroup or the holder thereof and may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way that the
board of directors decides is equitable.
24
30
Unless Citigroup defaults in the payment of the redemption price, dividends
will cease to accrue after the redemption date on shares of preferred stock
called for redemption and all rights of holders of such shares will terminate
except for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
Citigroup, holders of each series of preferred stock will be entitled to receive
distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Such distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation,
including common stock.
If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation rights
are not paid in full, the holders of the preferred stock of such series and such
other securities will share in any such distribution of available assets of
Citigroup on a ratable basis in proportion to the full liquidation preferences.
Holders of such series of preferred stock will not be entitled to any other
amounts from Citigroup after they have received their full liquidation
preference.
VOTING RIGHTS
The holders of shares of preferred stock will have no voting rights,
except:
- as otherwise stated in the prospectus supplement;
- as otherwise stated in the certificate of designation establishing such
series; or
- as required by applicable law.
25
31
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit
agreement and of the depositary shares and depositary receipts, other than
pricing and related terms disclosed in the accompanying prospectus supplement.
You should read the particular terms of any depositary shares and any depositary
receipts that are offered by Citigroup and any deposit agreement relating to a
particular series of preferred stock which vary from the terms set forth below will be set forthdescribed in the
applicablemore detail in a
prospectus supplement. The prospectus supplement will also state whether any of
the generalized provisions summarized below do not apply to the depositary
shares or depositary receipts being offered. A copy of the form of deposit
agreement, including the form of depositary receipt, is incorporated by
reference as an exhibit in the registration statement of which this prospectus
forms a part. You should read the more detailed provisions of the deposit
agreement and the form of depositary receipt for provisions that may be
important to you.
GENERAL
Citigroup may, at its option, elect to offer fractional shares of preferred
stock, rather than full shares of preferred stock. In such event, Citigroup will
issue receipts for depositary shares, each of which will represent a fraction of
a share of a particular series of preferred stock.
The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between Citigroup and a bank
or trust company selected by Citigroup having its principal office in the United
States and having a combined capital and surplus of at least $50,000,000, (the
"Preferred Stock Depositary"). Subject to the terms of the deposit agreement,
eachas
preferred stock depositary. Each owner of a depositary share will be entitled to
all the rights and preferences of the underlying preferred stock, including
dividend, voting, redemption, conversion and liquidation rights, in proportion
to the applicable fraction of a share of preferred stock represented by such
depositary share, to all the rights and preferences of the preferred stock represented
thereby, including dividend, voting, redemption, conversion and liquidation
rights.share.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of the applicable prospectus supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositarypreferred stock depositary will distribute all cash dividends or other
cash distributions received in respect of the deposited preferred stock to the
record holders of depositary shares relating to such preferred stock in
proportion to the number of such depositary shares owned by such holders.
In the event of a distribution other than in cash, the Preferred Stock
DepositaryThe preferred stock depositary will distribute any property received by it
other than cash to the record holders of depositary shares entitled thereto. If
the Preferred Stock Depositarypreferred stock depositary determines that it is not feasible to make such
distribution, it may, with the approval of Citigroup, sell such property and
distribute the net proceeds from such sale to such holders.
REDEMPTION OF PREFERRED STOCK
If a series of preferred stock represented by depositary shares is to be
redeemed, the depositary shares will be redeemed from the proceeds received by
the Preferred Stock Depositarypreferred stock depositary resulting from the redemption, in whole or in
part, of such series of preferred stock. The depositary shares will be redeemed
by the Preferred Stock Depositarypreferred stock depositary at a price per depositary share equal to the
applicable fraction of the redemption price per share payable in respect of the
shares of preferred stock so redeemed.
Whenever Citigroup redeems shares of preferred stock held by the Preferred Stock Depositary,preferred
stock depositary, the Preferred Stock
Depositarypreferred stock depositary will redeem as of the same date
the number of depositary shares representing shares of preferred stock so
redeemed. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by the Preferred Stock Depositarypreferred stock
depositary by lot or ratably or by any other equitable method as the Preferred Stock Depositarypreferred
stock depositary may decide.
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32
WITHDRAWAL OF PREFERRED STOCK
Unless the related depositary shares have previously been called for
redemption, any holder of depositary shares may upon surrender of the
depositary receipts at the corporate trust office of the Preferred Stock
Depositary, receive the number of whole
shares of the related series of preferred stock and any money or other property
represented by such depositary receipts.receipts after surrendering the depositary
receipts at the corporate trust office of the preferred stock depositary.
Holders of depositary shares making such withdrawals will be entitled to receive
whole shares of preferred stock on the basis set forth in the related prospectus
supplement for such series of preferred stock.
However, holders of such whole shares of preferred stock will not be
entitled to deposit such preferred stock under the deposit agreement or to
receive depositary receipts for such preferred stock after such withdrawal. If
the depositary shares surrendered by the holder in connection with such
withdrawal exceed the number of depositary shares that represent the number of
whole shares of preferred stock to be withdrawn, the Preferred Stock Depositarypreferred stock depositary
will deliver to such holder at the same time a new depositary receipt evidencing
such excess number of depositary shares.
VOTING DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any series of
deposited preferred stock are entitled to vote, the Preferred Stock Depositarypreferred stock depositary
will mail the information contained in such notice of meeting to the record
holders of the depositary shares relating to such series of preferred stock.
Each record holder of such depositary shares on the record date will be entitled
to instruct the Preferred Stock Depositarypreferred stock depositary to vote the amount of the preferred
stock represented by such holder's depositary shares. The Preferred Stock
Depositarypreferred stock
depositary will try to vote the amount of such series of preferred stock
represented by such depositary shares in accordance with such instructions.
Citigroup will agree to take all reasonable actions that the Preferred Stock
Depositarypreferred
stock depositary determines as necessary to enable the Preferred Stock Depositarypreferred stock
depositary to vote as instructed. The Preferred Stock Depositarypreferred stock depositary will vote all
shares of any series of preferred stock held by it proportionately with
instructions received if it does not receive specific instructions from the
holders of depositary shares representing such series of preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between Citigroup and the Preferred Stock Depositary.preferred stock depositary. However, any amendment
that imposes additional charges or materially and adversely alters any
substantial existing right of the holders of depositary shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the affected depositary shares then outstanding. Every holder of an
outstanding depositary receipt at the time any such amendment becomes effective,
or any transferee of such holder, shall be deemed, by continuing to hold such
depositary receipt, or by reason of the acquisition thereof, to consent and
agree to such amendment and to be bound by the deposit agreement, aswhich has been
amended thereby. The deposit agreement automatically terminates if:
(1)- all outstanding depositary shares have been redeemed;
(2)- each share of preferred stock has been converted into or exchanged for
common stock; or
(3) there has been- a final distribution in respect of the preferred stock has been made to
the holders of depositary shares in connection with any liquidation,
dissolution or winding up of Citigroup
and such distribution has been distributed to the holders of depositary
shares.Citigroup.
The deposit agreement may be terminated by Citigroup at any time and the
Preferred Stock Depositarypreferred stock depositary will give notice of such termination to the record
holders of all outstanding depositary receipts not less than 30 days prior to
the termination date. In such event, the Preferred Stock Depositarypreferred stock depositary will deliver
or
33
make available for delivery to holders of depositary shares, upon surrender
of such depositary shares, the number of whole or fractional shares of the
related series of preferred stock as are represented by such depositary shares.
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33
CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
No fees, charges and expenses of the Preferred Stock Depositarypreferred stock depositary or any
agent of the Preferred Stock Depositarypreferred stock depositary or of any registrar shall be payable by
any person other than Citigroup, except for any taxes and other governmental
charges and except as provided in the deposit agreement. If the Preferred Stock
Depositarypreferred stock
depositary incurs fees, charges or expenses for which it is not otherwise liable
hereunder at the election of a holder of a depositary receipt or other person,
such holder or other person will be liable for such fees, charges and expenses.
All other fees, charges, and expenses of the Preferred Stock Depositary and any
agent of the Preferred Stock Depositary under the deposit agreement and of any
registrar, including, in each case, fees and expenses of counsel, incident to
the performance of their respective obligations hereunder will be paid from time
to time upon consultation and agreement between the Preferred Stock Depositary
and Citigroup as to the amount and nature of such fees, charges and expenses.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Preferred Stock Depositarypreferred stock depositary may resign at any time by delivering to
Citigroup notice of its intent to do so, and Citigroup may at any time remove
the Preferred Stock Depositary,preferred stock depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositarypreferred stock depositary and its
acceptance of such appointment. Such successor Preferred Stock Depositarypreferred stock depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The Preferred Stock Depositarypreferred stock depositary will forward all reports and communications
from Citigroup which are delivered to the Preferred Stock Depositarypreferred stock depositary and which
Citigroup is required to furnish to the holders of the deposited preferred
stock.
Neither the Preferred Stock Depositarypreferred stock depositary nor Citigroup will be liable if it
is prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the deposit agreement. The obligations of
Citigroup and the Preferred Stock Depositarypreferred stock depositary under the deposit agreement will be
limited to performance in good faithwith honest intentions of their duties thereunder and
they will not be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares, depositary receipts or shares of preferred
stock unless satisfactory indemnity is furnished. Citigroup and the Preferred Stock
Depositarypreferred
stock depositary may rely upon written advice of counsel or accountants, or upon
information provided by holders of depositary receipts or other persons believed
to be competent and on documents believed to be genuine.
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34
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Most series of debt securities and index warrants will be book-entry
securities. Upon issuance, all book-entry securities of the same issue will be
represented by one or more fully registered global securities, without interest
coupons. Each global security will be deposited with, or on behalf of, The
Depository Trust Company, a securities depository, and will be registered in the
name of DTC or a nominee of DTC. DTC will thus be the only registered holder of
these debt securities or index warrants and will be considered the sole owner of
the securities for purposes of the indenture or index warrant agreement.
Purchasers may only hold interests in the global notes or index warrants
through DTC if they are a participant in the DTC system. Purchasers may also
hold interests through a securities intermediary -- banks, brokerage houses and
other institutions that maintain securities accounts for customers -- that has
an account with DTC or its nominee. DTC will maintain accounts showing the
securities holdings of its participants, and these participants will in turn
maintain accounts showing the securities holdings of their customers. Some of
these customers may themselves be securities intermediaries holding debt
securities or index warrants for their customers. Thus, each beneficial owner of
a book-entry security will hold that security indirectly through a hierarchy of
intermediaries, with DTC at the "top" and the beneficial owner's own securities
intermediary at the "bottom."
The securities of each beneficial owner of a book-entry security will be
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the securities will generally not be
entitled to have the securities represented by the global securities registered
in its name and will not be considered the owner under the indenture or index
warrant agreement. In most cases, a beneficial owner will also not be able to
obtain a paper certificate evidencing the holder's ownership of securities. The
book-entry system for holding securities eliminates the need for physical
movement of certificates and is the system through which most publicly traded
common stock is held in the United States. However, the laws of some
jurisdictions require some purchasers of securities to take physical delivery of
their securities in definitive form. These laws may impair the ability to
transfer book-entry securities.
A beneficial owner of book-entry securities represented by a global
security may exchange the securities for definitive (paper) securities only if:
(a) DTC is unwilling or unable to continue as depositary for such global
security and Citigroup is unable to find a qualified replacement for
DTC within 90 days;
(b) at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
(c) Citigroup in its sole discretion decides to allow some or all
book-entry securities to be exchangeable for definitive securities in
registered form.
Unless we indicate otherwise in the applicable prospectus supplement, any
global security that is exchangeable will be exchangeable in whole for
definitive securities in registered form, with the same terms and of an equal
aggregate principal amount, in denominations of $1,000 and whole multiples of
$1,000. Definitive notes or index warrants will be registered in the name or
names of the person or persons specified by DTC in a written instruction to the
registrar of the securities. DTC may base its written instruction upon
directions it receives from its participants.
In this prospectus and the accompanying prospectus supplement, for
book-entry securities, references to actions taken by security holders will mean
actions taken by DTC upon instructions from its participants, and references to
payments and notices of redemption to security holders and notices of redemption
to DTC as the registered holder of the securities for distribution to
participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
banking law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under section 17A of the Securities Exchange Act of 1934. The
rules applicable to DTC and its participants are on file with the SEC.
Citigroup will not have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
29
35
PLAN OF DISTRIBUTION
Citigroup may offer the offered securities in one or more of the following
ways from time to time:
- to or through underwriters or dealers;
- by itself directly;
- through agents; or
- through a combination of any of these methods of sale.
Any such underwriters, dealers or agents may include any broker-dealer
subsidiary of Citigroup.
The prospectus supplement with respectrelating to an offering of offered securities
will set forth the terms of such offering, including:
- the name or names of any underwriters, dealers or agents;
- the purchase price of the offered securities and the proceeds to
Citigroup from such sale;
- any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation;
- the initial public offering price;
- any discounts or concessions to be allowed or reallowed or paid to
dealers; and
- any securities exchanges on which such offered securities may be listed.
Any initial public offering prices, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in an offering of offered securities, such offered
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered either offered to the public through
underwriting syndicates represented by one or more managing underwriters or by
one or more underwriters without a syndicate. Unless otherwise set forth in the
prospectus supplement, the obligations of the underwriters will not be obligated to purchase
offered securities will be subject to certainunless specified conditions precedent,are satisfied, and if the
underwriters do purchase any offered securities, they will be obligated to purchase all such offered
securities if any are purchased.securities.
In connection with underwritten offerings of the offered securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions that stabilize, maintain or otherwise affect
the market price of the offered securities at levels above those that might
otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids.bids, each of
which is described below.
- A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of
a security.
- A syndicate covering transaction means the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering.
- A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
SuchThese transactions may be effected on the NYSE, in the over-the-counter
market, or otherwise. Underwriters are not required to engage in any of these
activities, or to continue such activities if commenced.
30
36
If dealers are utilized in the sale of offered securities, Citigroup will
sell such offered securities to the dealers as principals. The dealers may then
resell such offered securities to the public at varying 35
prices to be determined
by such dealers at the time of resale. The names of the dealers and the terms of
the transaction will be set forth in the prospectus supplement relating thereto.to that
transaction.
Offered securities may be sold directly by Citigroup to one or more
institutional purchasers, or through agents designated by Citigroup from time to
time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the
offered securities in respect of which this prospectus is delivered will be
named, and any commissions payable by Citigroup to such agent will be set forth,
in the prospectus supplement relating thereto.to that offering. Unless otherwise
indicated in such prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
As one of the means of direct issuance of offered securities, Citigroup may
utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the offered securities among potential
purchasers who are eligible to participate in the auction or offering of such
offered securities, if so described in the applicable prospectus supplement.
If so indicated in the applicable prospectus supplement, Citigroup will
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase offered securities from Citigroup at the public
offering price set forth in such prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
The broker-dealer subsidiaries of Citigroup are members of the National
Association of Securities Dealers, Inc. (the "NASD") and may participate in distributions of
the offered securities. Accordingly, offerings of offered securities in which
Citigroup's broker-dealer subsidiaries participate will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
This prospectus, together with any applicable prospectus supplement may
also be used by any broker-dealer subsidiary of Citigroup in connection with
offers and sales of the offered securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Any
of Citigroup's broker-dealer subsidiaries, including Salomon Smith Barney Inc.,
may act as principal or agent in such transactions. None of Citigroup's
broker-dealer subsidiaries have any obligation to make a market in any of the
offered securities and may discontinue any market-making activities at any time
without notice, at its sole discretion.
Underwriters, dealers and agents may be entitled, under agreements with
Citigroup, to indemnification by Citigroup against certain civil liabilities,
including liabilities under the Securities Act.relating to material misstatements
and omissions. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, Citigroup and affiliates of
Citigroup in the ordinary course of business.
Each series of offered securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom offered
securities are sold for public offering and sale may make a market in such
offered securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The offered securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the offered securities.
3631
37
ERISA MATTERS
By virtue of Citigroup's affiliation with certain of itsCitigroup has subsidiaries, including insurance company subsidiaries and its
broker-dealer subsidiaries, that provide services to many employee benefit
plans, including investment
advisory and asset management services,plans. Citigroup and any direct or indirect subsidiary of Citigroup may each be
considered a "party in interest" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), and a "disqualified person" under corresponding
provisions of the Internal Revenue Code of 1986, (the "Code"), with respectrelating to many employee
benefit plans. "Prohibited transactions" within the meaning of ERISA and the
Code may result if any offered securities are acquired by an employee benefit
plan with respectas to which Citigroup or any direct or indirect subsidiary of Citigroup is
a party in interest, unless such offered securities are acquired pursuant to an
applicable exemption. Any employee benefit plan or other entity subject to which such
provisions of ERISA or the Code apply proposing to acquire the offered
securities should consult with its legal counsel.
LEGAL MATTERS
The validity of the offered securities will be passed upon for Citigroup by
Stephanie B. Mudick, Esq., Deputy General Counsel-Corporate LawCounsel and an Assistant
Secretary of Citigroup, 153 East 53(rd)53rd Street, New York, New York 10043 and/or
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, or by counsel to be
identified in the applicable prospectus supplement.supplement, will act as legal counsel to
Citigroup. Ms. Mudick General Counsel-Corporate Law and an
Assistant Secretary of Citigroup, beneficially owns, or has rights to acquire under
Citigroup's employee benefit plans, an aggregate of less than 1% of Citigroup's
common stock. Certain legal matters will be passed upon for the
underwriters or agents by Dewey Ballantine LLP, New York, New York, or byother counsel to be
identified in the applicable prospectus supplement.supplement, will act as legal counsel to
the underwriters. Dewey Ballantine LLP has from time to time acted as counsel
for Citigroup and certain
of its subsidiaries and may do so in the future. Kenneth J.
Bialkin, a partner of Skadden, Arps, Slate, Meagher & Flom LLP, is a director of
Citigroup, and he and other attorneys in such firm beneficially own an aggregate
of less than 1% of the common stock of Citigroup. A member of Dewey Ballantine
LLP participating in this matter is the beneficial owner of an aggregate of less
than 1% of Citigroup's common stock.
EXPERTS
The consolidated financial statements and schedules of Travelers GroupCitigroup Inc.
("Travelers") as of December 31,
19971999 and 1996,1998, and for each of the years in the three-year period ended December
31, 1997, incorporated by reference or included
in Travelers' Annual Report on Form 10-K, as amended, for the year ended
December 31, 1997, and incorporated by reference herein, have been audited by
KPMG LLP, independent certified public accountants, as set forth in their
reports thereon (also incorporated by reference herein). Those reports state
that KPMG LLP did not audit the consolidated financial statements of Salomon Inc
and its subsidiaries, appearing in Salomon Inc's Annual Report on Form 10-K for
the year ended December 31, 1996 (the "Salomon Financials"), as of December 31,
1996, and for each of the two years in the period ended December 31, 1996 and
that their opinion with respect to any amounts derived from the Salomon
Financials is based on the report of Arthur Andersen LLP. The consolidated
financial statements of Travelers referred to above are incorporated by
reference herein in reliance upon such reports and upon the authority of said
firms as experts in accounting and auditing.
The consolidated financial statements of Citicorp and its subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1997 and 1996, included in
the 1997 Citicorp Annual Report and Form 10-K, have been incorporated by
reference herein, in reliance upon the report (also incorporated by reference
herein) of KPMG LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.
37
The supplemental consolidated financial statements and schedule of Citigroup
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, included in Citigroup's Current Report on Form
8-K dated October 26, 1998,1999, have been audited by KPMG LLP, independent certified public
accountants, as set forth in their report thereon,on the consolidated financial
statements. The consolidated financial statements are included thereinin Citigroup's
annual report on Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference. Thisreference in this prospectus. The report states thatof KPMG LLP did not audit
the Salomon Financials and that their opinion with respect to any amounts
derived from the Salomon Financialsalso is
based on theincorporated by reference in this prospectus. The report of Arthur Andersen
LLP. Generally acceptedKPMG LLP covering
the December 31, 1999 consolidated financial statements refers to changes, in
1999, in Citigroup's methods of accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling of interests
method in financial statementsinsurance-related assessments,
accounting for insurance and reinsurance contracts that do not includetransfer
insurance risk, and accounting for the datecosts of consummation.start-up activities. The
supplemental consolidated financial statements do not extend through the date of
consummation. However, they will become the historical
consolidated financial statements of Citigroup after financial statements covering the date of
consummation of the business combination are issued. The supplemental
consolidated financial statements referred to above are
incorporated by reference hereinin this prospectus in reliance upon such reports and
upon the authority of said firms as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on consolidated financial statements of
Citigroup issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and said
authority.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As required by the Securities Act of 1933, Citigroup filed a registration
statement relating to the securities offered by this prospectus with the SEC.
This prospectus is a part of that registration statement, which includes
additional information.
Citigroup files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Citigroup
files at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You can also request copies of the documents, upon
payment of a duplicating fee, by writing the Public Reference Section of the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. These SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it
files with the SEC, which means that Citigroup can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information that Citigroup files later with the SEC will automatically update
information in this prospectus. In all cases, you should rely on the later
information over different information included in this prospectus or the
accompanying prospectus supplement. Citigroup incorporates by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Exchange Act:
(a) Annual Report on Form 10-K for the year ended December 31, 1997, as
amended;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
(c) Current Reports on Form 8-K dated January 6, 1998, January 26, 1998,
February 17, 1998, April 6, 1998, April 8, 1998, April 20, 1998, June 1,
1998, July 20, 1998, August 18, 1998, August 31, 1998, October 8, 1998,
October 21, 1998, October 26, 1998, October 29, 1998, November 1, 1998,
November 13, 1998 and December 15, 1998; and
(d) Registration Statement on Form 8-B, dated May 10, 1988, describing the
common stock, including any amendments or reports filed for the purpose
of updating such description.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the32
38
securities described in this prospectus and (2) the date the broker-dealer
subsidiaries of Citigroup stop offering securities pursuant to this prospectus
shall be incorporated by reference in this prospectus from the date of filing of
such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address:
Treasurer
Citigroup Inc.
153 East 53(rd) Street
New York, NY 10043
212-559-1000
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference.
Citigroup has not authorized anyone to provide you with different information.
Citigroup is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus, the prospectus supplement or any documents incorporated by reference
is accurate as of any date other than the date on the front of the applicable
document.
39
The information in this prospectus supplement is not complete and may be
changed. Citigroup Inc. may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus supplement is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. CITIGROUP INC. MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 22, 1999MAY 26, 2000
PROSPECTUS SUPPLEMENT
(To prospectus dated , 1999)
$6,000,000,000
[LOGO]2000)
$8,900,000,000
CITIGROUP LOGO
MEDIUM-TERM SENIOR NOTES, SERIES AC
MEDIUM-TERM SUBORDINATED NOTES, SERIES AC
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
GENERAL TERMS OF SALE
The following terms will generally apply to the medium-term senior and
subordinated notes that we will sell from time to time using this prospectus
supplement and the attached prospectus. Citigroup will include information on
the specific terms for each note in a pricing supplement to this prospectus
supplement that Citigroup will deliver to prospective buyers of any note. The
maximum amount that Citigroup expects to receive from the sale of the notes is
between $5,820,000,000$8,811,000,000 and $5,992,500,000$8,888,875,000 after paying the agent commissions of
between $7,500,000$11,125,000 and $180,000,000.$89,000,000.
MATURITY: 9 months or more from the INTEREST RATES: Fixed, floating, or zero
date of issue. INTEREST RATES: Fixed, Floating, or Zero Coupon.
BASE FLOATING Floating Interest Rates may be based,
RATES: among others, on:
- LIBOR
- Commercial Paper Rate
- Treasury Rate
- CD Rate
- Prime Rate
- J.J. Kenny Rate
- Eleventh District Cost of Funds Rate
- Federal Funds Ratecoupon.
INDEXED NOTES: Payments of interest or RANKING: Senior notes are part of our
principal may be linked to senior indebtedness; and
the price of one or more subordinated notes are part
securities, currencies, of our subordinated
commodities or other goods. PAYMENT DATES: Generally semi-annually for Fixed Rate
Notes.
Interest on Floating Rate or Indexed
Notesindebtedness.
REDEMPTION: Terms of specific notes may be paid monthly, quarterly,
semi-annually or annually.
FORM: Certificated or book-entry form.
CURRENCIES: U.S. Dollars and other currencies. OTHER TERMS: You should review
permit or require redemption "Description of the Notes"
or repurchase at our option and the pricing supplement
or your option. for features that apply to
your notes.
Terms of specific notes may permit one or more of
these features:
- May be redeemable or repurchasable by
us;
- May be repayable at your option;
- May be renewable at your option or
extendible at our option;
- Interest rate may be reset at our
option from time to time and be
redeemable by you at the time of any
reset;
- May be issued with Original Issue
Discount for tax purposes; or
- Portion of principal may be payable
prior to maturity.
SALES OF NOTES: Notes may be sold through:
- our broker-dealer subsidiary, as the
Agent, or as principal; or
- such other dealers that Citigroup may
choose.
RISKS: Notes may be subject to certain
indexationIndex and currency risks.
RANKING: Senior Notes are part of our Senior
Indebtedness; and
Subordinated Notes are part of our
Subordinated Indebtedness.
DENOMINATION: Minimum of $1,000, increased in
multiples of $1,000.risks may
exist.
--------------------------------------------------
CONSIDER CAREFULLY THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE
S-3 OF THIS PROSPECTUS SUPPLEMENT.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus supplement or any accompanying prospectus or
pricing supplement is truthful or complete. Any representation to the contrary
is a criminal offense.
These notes are not deposits or savings accounts but are unsecured debt
obligations of Citigroup Inc. These notes are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency or instrumentality.
, 1999
SALOMON SMITH BARNEY
INC., 2000
39
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Risk Factors................................................ S-3
Important Currency Information.............................. S-6
Description of the Notes.................................... S-7
United States Federal Income Tax Considerations............. S-30
Plan of Distribution........................................ S-37
Legal Matters............................................... S-38
PROSPECTUS
Prospectus Summary.......................................... 1
Citigroup Inc. ............................................. 6
Use of Proceeds and Hedging................................. 7
Ratio of Income to Fixed Charges and Ratio of Income to
Combined Fixed Charges Including Preferred Stock
Dividends................................................. 8
European Monetary Union..................................... 9
Description of Debt Securities.............................. 10
Description of Index Warrants............................... 17
Description of Capital Stock................................ 20
Description of Preferred Stock.............................. 23
Description of Depositary Shares............................ 26
Book-Entry Procedures and Settlement........................ 29
Plan of Distribution........................................ 30
ERISA Matters............................................... 32
Legal Matters............................................... 32
Experts..................................................... 32
S-2
40
RISK FACTORS
CHANGES IN EXCHANGE RATES AND EXCHANGE CONTROLS COULD RESULT IN A SUBSTANTIAL
LOSS TO YOU.
An investment in foreign currency notes, which are notes denominated in a
specified currency other than U.S. dollars, entails significant risks that are
not associated with a similar investment in a security denominated in U.S.
dollars. Similarly, an investment in an indexed note, on which all or a part of
any payment due is based on a currency other than U.S. dollars, has significant
risks that are not associated with a similar investment in non-indexed notes.
Such risks include, but are not limited to:
- the possibility of significant market changes in rates of exchange
between U.S. dollars and such specified currency;
- the possibility of significant changes in rates of exchange between U.S.
dollars and the specified currency resulting from official redenomination
relating to such specified currency; and
- the possibility of the imposition or modification of foreign exchange
controls by either the United States or foreign governments.
Such risks generally depend on factors over which Citigroup has no control and
which cannot be readily foreseen, such as
- economic events;
- political events; and
- the supply of, and demand for, the relevant currencies.
In recent years, rates of exchange between the U.S. dollar and some foreign
currencies in which Citigroup's notes may be denominated and between these
foreign currencies and other foreign currencies, have been volatile. This
volatility may be expected in the future. Fluctuations that have occurred in any
particular exchange rate in the past are not necessarily indicative, however, of
fluctuations that may occur in the rate during the term of any foreign currency
note. Depreciation of the specified currency of a foreign currency note against
U.S. dollars would result in a decrease in the effective yield of such foreign
currency note below its coupon rate and could result in a substantial loss to
the investor on a U.S. dollar basis.
Governments have imposed from time to time, and may in the future impose,
exchange controls that could affect exchange rates as well as the availability
of a specified currency other than U.S. dollars at the time of payment of
principal, any premium, or interest on a foreign currency note. There can be no
assurance that exchange controls will not restrict or prohibit payments of
principal, any premium, or interest denominated in any such specified currency.
Even if there are no actual exchange controls, it is possible that such
specified currency would not be available to Citigroup when payments on such
note are due because of circumstances beyond the control of Citigroup. In this
event, Citigroup will make required payments in U.S. dollars on the basis
described in this prospectus supplement. You should consult your own financial
and legal advisors as to the risks of an investment in notes denominated in a
currency other than U.S. dollars. See "-- The Unavailability of Currencies Could
Result in a Substantial Loss to You" and "Description of the Notes -- Payment of
Principal and Interest" below.
The information set forth in this prospectus supplement is directed to
prospective purchasers of notes who are United States residents. Citigroup
disclaims any responsibility to advise prospective purchasers who are residents
of countries other than the United States regarding any matters that may affect
the purchase or holding of, or receipt of payments of principal, premium or
interest on, notes. Such persons should consult their advisors with regard to
these matters. Any pricing supplement relating to notes having a specified
currency other than U.S. dollars will contain a description of any material
exchange controls affecting such currency and any other required information
concerning such currency.
S-3
41
THE UNAVAILABILITY OF CURRENCIES COULD RESULT IN A SUBSTANTIAL LOSS TO YOU.
Except as set forth below, if payment on a note is required to be made in a
specified currency other than U.S. dollars and such currency is --
- unavailable due to the imposition of exchange controls or other
circumstances beyond Citigroup's control;
- no longer used by the government of the country issuing such currency; or
- no longer used for the settlement of transactions by public institutions
of the international banking community --
then all payments on such note shall be made in U.S. dollars until such currency
is again available or so used. The amounts so payable on any date in such
currency shall be converted into U.S. dollars on the basis of the most recently
available market exchange rate for such currency or as otherwise indicated in
the applicable pricing supplement. Any payment on such note made under such
circumstances in U.S. dollars will not constitute an event of default under the
indenture under which such note shall have been issued.
If the specified currency of a note is officially redenominated, other than
as a result of European Monetary Union, such as by an official redenomination of
any such specified currency that is a composite currency, then the payment
obligations of Citigroup on such note will be the amount of redenominated
currency that represents the amount of Citigroup's obligations immediately
before the redenomination. The notes will not provide for any adjustment to any
amount payable under such notes as a result of
- any change in the value of the specified currency of such notes relative
to any other currency due solely to fluctuations in exchange rates; or
- any redenomination of any component currency of any composite currency,
unless such composite currency is itself officially redenominated.
For a description of European Monetary Union, see "European Monetary Union" in
the prospectus and any disclosure on European Monetary Union in an applicable
pricing supplement.
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
not generally offer non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on notes made in a
currency other than U.S. dollars will be made from an account at a bank located
outside the United States, unless otherwise specified in the applicable pricing
supplement.
JUDGMENTS IN A FOREIGN CURRENCY COULD RESULT IN A SUBSTANTIAL LOSS TO YOU.
The notes will be governed by, and construed in accordance with, the law of
New York State. Courts in the United States customarily have not rendered
judgments for money damages denominated in any currency other than the U.S.
dollar. A 1987 amendment to the Judiciary Law of New York State provides,
however, that an action based upon an obligation denominated in a currency other
than U.S. dollars will be rendered in the foreign currency of the underlying
obligation. Any judgment awarded in such an action will be converted into U.S.
dollars at the rate of exchange prevailing on the date of the entry of the
judgment or decree.
CHANGES IN THE VALUE OF UNDERLYING ASSETS OF INDEXED NOTES COULD RESULT IN A
SUBSTANTIAL LOSS TO YOU.
An investment in indexed notes may have significant risks that are not
associated with a similar investment in a debt instrument that:
- has a fixed principal amount;
- is denominated in U.S. dollars; and
S-4
42
- bears interest at either a fixed rate or a floating rate based on
nationally published interest rate references.
The risks of a particular indexed note will depend on the terms of such
indexed note. Such risks may include, but are not limited to, the possibility of
significant changes in the prices of:
- the underlying assets;
- another objective price; and
- economic or other measures making up the relevant index.
Underlying assets could include:
- securities;
- currencies;
- intangibles;
- goods;
- articles; and
- commodities.
The risks associated with a particular indexed note generally depend on
factors over which Citigroup has no control and which cannot readily be
foreseen. These risks include:
- economic events;
- political events; and
- the supply of, and demand for, the underlying assets.
In recent years, currency exchange rates and prices for various underlying
assets have been highly volatile. Such volatility may be expected in the future.
Fluctuations in any such rates or prices that have occurred in the past are not
necessarily indicative, however, of fluctuations that may occur during the term
of any indexed note.
In considering whether to purchase indexed notes, you should be aware that
the calculation of amounts payable on indexed notes may involve reference to:
- an index determined by an affiliate of Citigroup; or
- prices that are published solely by third parties or entities which are
not regulated by the laws of the United States.
The risk of loss as a result of linking of principal or interest payments on
indexed notes to an index and to the underlying assets can be substantial. You
should consult your own financial and legal advisors as to the risks of an
investment in indexed notes.
------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus supplement, the prospectus and in any pricing
supplement. Citigroup has not, and the Agent (as defined below)agent has not, authorized any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. Citigroup is
not, and the Agentagent is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the prospectus, as
well as information Citigroup previously filed with the Securities and Exchange
Commission and incorporated by reference, is accurate as of the date of the
applicable document. Citigroup's business, financial condition, results of
operations and prospects may have changed since that date.
An index of defined terms used in this prospectus supplement begins on page
S-39.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
-----
Important Currency Information....................................................... S-3
Risk Factors......................................................................... S-3
Description of the Notes............................................................. S-6
Certain United States Federal Income Tax Considerations.............................. S-31
Plan of Distribution................................................................. S-37
Legal Matters........................................................................ S-38
Index of Defined Terms............................................................... S-39
PROSPECTUS
Prospectus Summary..................................................................... 2
Citigroup Inc.......................................................................... 7
Use of Proceeds and Hedging............................................................ 8
Ratio of Income to Fixed Charges and Ratio of Income to Combined Fixed Charges
Including
Preferred Stock Dividends.......................................................... 9
European Monetary Union................................................................ 10
Description of Debt Securities......................................................... 11
Description of Index Warrants.......................................................... 20
Description of Preferred Stock......................................................... 24
Description of Capital Stock........................................................... 26
Description of Depositary Shares....................................................... 32
Plan of Distribution................................................................... 35
ERISA Matters.......................................................................... 37
Legal Matters.......................................................................... 37
Experts................................................................................ 37
Incorporation of Certain Documents by Reference........................................ 38
S-2S-5
43
IMPORTANT CURRENCY INFORMATION
Purchasers are required to pay for each Notenote in a currency specified by
Citigroup Inc. (formerly Travelers Group Inc.) ("Citigroup") for such Note.note. If requested by a prospective purchaser of a Notenote
having a specified currency other than U.S. dollars, the Agentagent may at its
discretion arrange for the exchange of U.S. dollars into such specified currency
to enable the purchaser to pay for such Note.note. Each such exchange will be made by
the Agentagent on suchthe terms, and
subject to such conditions, limitations and charges asthat the Agentagent may
from time to time establish in accordance with its regular foreign exchange
practice. Allpractice shall control the exchange. The purchaser must pay all costs of
exchange will be borne by the purchaser.exchange.
References in this prospectus supplement to "U.S. dollars," "U.S.$,"
"dollar" or "$" are to the lawful currency of the United States.
RISK FACTORS
CURRENCY RISKS
Exchange Rates and Exchange Controls. An investment in "foreign currency
Notes," which are Notes denominated in a specified currency other than U.S.
dollars, entails significant risks that are not associated with a similar
investment in a security denominated in U.S. dollars. Similarly, an investment
in an Indexed Note on which all or a part of any payment due is determined by
reference to a currency other than U.S. dollars entails significant risks that
are not associated with a similar investment in non-Indexed Notes. Such risks
include, without limitation:
- the possibility of significant market changes in rates of exchange between
U.S. dollars and such specified currency;
- the possibility of significant changes in rates of exchange between U.S.
dollars and such specified currency resulting from official redenomination
with respect to such specified currency; and
- the possibility of the imposition or modification of foreign exchange
controls by either the United States or foreign governments.
Such risks generally depend on factors over which Citigroup has no control and
which cannot be readily foreseen, such as economic and political events, and on
the supply of and demand for the relevant currencies. In recent years, rates of
exchange between the U.S. dollar and certain foreign currencies, and between
certain foreign currencies and other foreign currencies, have been volatile, and
such volatility may be expected in the future. Fluctuations that have occurred
in any particular exchange rate in the past are not necessarily indicative,
however, of fluctuations that may occur in the rate during the term of any
foreign currency Note. Depreciation of the specified currency of a foreign
currency Note against U.S. dollars would result in a decrease in the effective
yield of such foreign currency Note below its coupon rate and, in certain
circumstances, could result in a substantial loss to the investor on a U.S.
dollar basis.
Governments have imposed from time to time, and may in the future impose,
exchange controls that could affect exchange rates as well as the availability
of a specified currency, other than U.S. dollars, at the time of payment of
principal of, or premium, if any, or interest on, a foreign currency Note. There
can be no assurance that exchange controls will not restrict or prohibit
payments of principal, and premium, if any, or interest in any such specified
currency. Even if there are no actual exchange controls, it is possible that
such specified currency would not be available to Citigroup when payments on
such Note are due because of circumstances beyond the control of Citigroup. In
any such event, Citigroup will make required payments in U.S. dollars on the
basis described in this prospectus supplement. You should consult your own
financial and legal advisors as to the risks entailed by an investment in Notes
denominated in a currency other than U.S. dollars. See "--Payment Currency" and
"Description of the Notes--Payment of Principal and Interest" below.
S-3S-6
The information set forth in this prospectus supplement is directed to
prospective purchasers of Notes who are United States residents. Citigroup
disclaims any responsibility to advise prospective purchasers who are residents
of countries other than the United States with respect to any matters that may
affect the purchase or holding of, or receipt of payments of principal, premium
or interest in respect of, Notes. Such persons should consult their advisors
with regard to such matters. Any pricing supplement relating to Notes having a
specified currency other than U.S. dollars will contain a description of any
material exchange controls affecting such currency and any other required
information concerning such currency.
Payment Currency. Except as set forth below, if payment in respect of a
Note is required to be made in a specified currency other than U.S. dollars and
such currency is--
- unavailable due to the imposition of exchange controls or other
circumstances beyond Citigroup's control;
- no longer used by the government of the country issuing such currency; or
- no longer used for the settlement of transactions by public institutions
of or within the international banking community--
then all payments in respect of such Note shall be made in U.S. dollars until
such currency is again available or so used. The amounts so payable on any date
in such currency shall be converted into U.S. dollars on the basis of the most
recently available Market Exchange Rate for such currency or as otherwise
indicated in the applicable pricing supplement. Any payment in respect of such
Note made under such circumstances in U.S. dollars will not constitute an Event
of Default under the indenture under which such Note shall have been issued.
If the specified currency of a Note is officially redenominated, other than
as a result of European Monetary Union, but including, without limitation, an
official redenomination of any such specified currency that is a composite
currency, the obligations of Citigroup with respect to payments on such Note
denominated in such specified currency shall, in all cases, be deemed
immediately following such redenomination to provide for the payment of that
amount of redenominated currency representing the amount of such obligations
immediately before such redenomination. Notes will not provide for any
adjustment to any amount payable under such Notes as a result of (1) any change
in the value of the specified currency of such Notes relative to any other
currency due solely to fluctuations in exchange rates or (2) any redenomination
of any component currency of any composite currency, unless such composite
currency is itself officially redenominated. For a description of the procedure
to be followed in connection with European Monetary Union, see "European
Monetary Union" in the prospectus and any disclosure on European Monetary Union
in an applicable pricing supplement.
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
not generally offer non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on Notes made in a
currency other than U.S. dollars will be made from an account at a bank located
outside the United States unless otherwise specified in the applicable pricing
supplement.
Foreign Currency Judgments. The Notes will be governed by and construed in
accordance with the law of the State of New York. Courts in the United States
customarily have not rendered judgments for money damages denominated in any
currency other than the U.S. dollar. A 1987 amendment to the Judiciary Law of
the State of New York provides, however, that an action based upon an obligation
denominated in a currency other than U.S. dollars will be rendered in the
foreign currency of the underlying obligation. Any judgment awarded in such an
action will be converted into U.S. dollars at the rate of exchange prevailing on
the date of the entry of the judgment or decree.
S-4
RISKS OF INDEXED NOTES
An investment in Indexed Notes may entail significant risks that are not
associated with a similar investment in a debt instrument that (1) has a fixed
principal amount, (2) is denominated in U.S. dollars and (3) bears interest at
either a fixed rate or a floating rate determined by reference to nationally
published interest rate references. The risks of a particular Indexed Note will
depend on the terms of such Indexed Note. Such risks may include, without
limitation, the possibility of significant changes in the prices of the
"underlying assets," or other objective price, economic or other measures making
up the relevant Index. Underlying assets include:
- securities;
- currencies;
- intangibles;
- goods;
- articles; and
- commodities.
The risks associated with a particular Indexed Note generally depend on
factors over which Citigroup has no control and which cannot readily be
foreseen. These risks include economic and political events and the supply of,
and demand for, the underlying assets. In recent years, currency exchange rates
and prices for various underlying assets have been highly volatile. Such
volatility may be expected in the future. Fluctuations in any such rates or
prices that have occurred in the past are not necessarily indicative, however,
of fluctuations that may occur during the term of any Indexed Note.
In considering whether to purchase Indexed Notes, you should be aware that
the calculation of amounts payable in respect of Indexed Notes may involve
reference to (1) an Index determined by an affiliate of Citigroup or (2) prices
which are published solely by third parties or entities which are not subject to
regulation under the laws of the United States. The risk of loss as a result of
the linkage of principal or interest payments on Indexed Notes to an Index and
to the underlying assets can be substantial. You should consult your own
financial and legal advisors as to the risks entailed by an investment in
Indexed Notes.
S-5
44
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Medium-Term Senior
Notes, Series A (the "Senior Notes")C and Medium-Term Subordinated Notes, Series A (the "Subordinated Notes" and, together with the Senior Notes, the "Notes")C supplements the
description of the general terms and provisions of the debt securities set forth
in the prospectus. If any specific information regarding the Notesnotes in this
prospectus supplement is inconsistent with the more general terms of the debt
securities described in the prospectus, you should rely on the information in
this prospectus supplement.
The pricing supplement for each offering of Notesnotes will contain the specific
information and terms for that offering. If any information in the pricing
supplement, including any changes in the method of calculating interest on any
Note,note, is inconsistent with this prospectus supplement, you should rely on the
information in the pricing supplement. The pricing supplement may also add,
update or change information contained in the prospectus and this prospectus
supplement. It is important for you to consider the information contained in the
prospectus, this prospectus supplement and the pricing supplement in making your
investment decision.
GENERAL
Introduction. The Senior Notessenior notes are a series of senior debt securities
issued under Citigroup's senior debt indenture. The Subordinated Notessubordinated notes are a
series of subordinated debt securities issued under Citigroup's subordinated
debt indenture. At the date of this prospectus supplement, the Notesnotes offered
pursuant to this prospectus supplement are limited to an aggregate initial
public offering price or purchase price of up to $6,000,000,000$8,900,000,000 or its
equivalent in one or more foreign or composite currencies,currencies. This amount is
subject to reduction as a result of the sale of other securities under the
registration statement of which this prospectus supplement and the accompanying
prospectus form a part, or under a registration statement to which this
prospectus supplement and the accompanying prospectus also relate.
The amount of Notesnotes sold of either series will reduce the amount of Notesnotes
of the other series that may be sold. Citigroup reserves the right to withdraw,
cancel or modify the offer made by this prospectus supplement without notice.
The aggregate amount of Notesnotes may be increased from time to time to such larger
amount as may be authorized by Citigroup.
The U.S. dollar equivalent of the public offering price or purchase price
of a Notenote having a specified currency other than U.S. dollars will be determined
on the basis of the market exchange rate. This market exchange rate will be the
noon buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
specified currency on the applicable issue date. Such determination will be made
by Citigroup or its agent, as the Exchange Rate Agentexchange rate agent for the applicable series
of Notes.notes.
Ranking. The Senior Notessenior notes will constitute part of the Senior Indebtednesssenior indebtedness
of Citigroup and will rank on an equal basis with all other unsecured debt of
Citigroup other than subordinated debt. The Subordinated Notessubordinated notes will be
subordinate and junior in the right of payment, to the extent and in the manner
set forth in the subordinated debt indenture, to all Senior Indebtednesssenior indebtedness of
Citigroup. See "Description of Debt Securities--SubordinatedSecurities -- Subordinated Debt" in the
prospectus.
On a consolidated basis, after giving effect to the merger of Citicorp into
a newly formed, wholly owned subsidiary of Citigroup as of September 30, 1998,
the aggregate principal amount of Senior Indebtednesssenior
indebtedness of Citigroup outstanding as of March 31, 2000 was approximately
$78.1$73.7 billion. This Senior Indebtednesssenior indebtedness consisted of approximately $42.5$39.3 billion
of term debt, approximately $21.2$18.5 billion of commercial paper and approximately
$14.4$15.9 billion of other short-term borrowings.
Forms of Notes. The Notesnotes will be issued in fully registered form only,
without coupons. Each Notenote will be issued initially as a book-entry note, which
will be a global security registered in the name of a nominee of The Depository Trust Company,DTC, as
depository, (the "Depositary"), or such other depository as is statednamed in the pricing supplement (a "Book-Entry Note").supplement.
Alternatively, if specified in the applicable pricing supplement, to this prospectus supplement, each Notenote will
be issued initially as a certificated note, which will be a certificate issued
in temporary or S-6
definitive form (a "Certificated Note").form. Except as set forth in the prospectus under
"Description of Debt Securities--Global Securities,"Book-Entry Procedures and Settlement," Book-Entry Notesbook-entry notes will not be issuable as
Certificated Notes.certificated notes. See "Book-Entry System" below.
S-7
45
Denominations. Unless otherwise specified in the applicable pricing
supplement, the authorized denominations of Notesnotes denominated in U.S. dollars
will be $1,000 and any larger amount that is an integrala whole multiple of $1,000. The
authorized denominations of Notes havingnotes that have a specified currency other than U.S.
dollars will be the approximate equivalents in the specified currency.
Maturity. Unless otherwise specified in the applicable pricing supplement,
each Notenote will mature on a stated maturity date. Such stated maturity date will
be a business day more than nine months from its date of issue, as selected by
the purchaser and agreed to by Citigroup (the "Stated
Maturity").Citigroup. The Stated Maturitystated maturity date may be
subject to extensionextended at the option of Citigroup. Each Notenote may also be subject to redemptionredeemed at the
option of Citigroup, or to repaymentrepaid at the option of the holder, prior to its Stated
Maturity.stated
maturity. Each Note havingnote that has a specified currency of Pounds Sterlingpounds sterling will mature
in compliance with suchthe regulations as the Bank of England may promulgate from time
to time.
Additional Information. The pricing supplement relating to a Notenote will
describe the following terms:
- the specified currency for such Note;note;
- whether such Notenote
(1) bears interest atis a fixed rate (a "Fixed Rate Note"), which rate may
be zero in the case of certain OID Notes;note;
(2) is a floating rate (a "Floating Rate Note"); and/ornote;
(3) is an amortizing note, on whichmeaning that a portion or all the principal
amount is payable prior to Stated Maturitystated maturity in accordance with a
schedule, by application of a formula, or by reference tobased on an index (an
"Amortizing Note");index; and/or
(4)is an indexed note (an "Indexed Note") on which the amountpayments of any
interest payment, in the case of an Indexed Rate Note, and/or the
principal amount payable at maturity, in the case of an Indexed
Principal Note, willmay be
determined by referencelinked to the levelprice of prices,one or changes in prices, or differences between prices, ofmore securities, currencies,
intangibles, goods, articles or commodities or by application of a formula;other goods;
- the price at which such note will be issued, which will be expressed as a
percentage of the aggregate principal amount or face amount, at which such Note will be issued (the
"Issue Price");amount;
- the original issue date on which such Notenote will be issued (the "Original Issue Date");issued;
- the date of the Stated Maturity;stated maturity;
- if itsuch note is a Fixed Rate Note,fixed rate note, the rate per annum at which such Notenote
will bear any interest, if any, and whether and the manner in which such rate may
be changed prior to its Stated Maturity;stated maturity;
- if itsuch note is a Floating Rate Note,floating rate note, relevant terms such as:
(1) the Base Rate,base rate;
(2) the Initial Interest Rate,initial interest rate;
(3) the Interest Reset Periodinterest reset period or the Interest Reset Dates,interest reset dates;
(4) the Interest
Payment Dates,interest payment dates;
(5) any index maturity;
(6) any maximum interest rate;
(7) any minimum interest rate;
(8) any spread or spread multiplier; and
if applicable, the Index Maturity, the Maximum
Interest Rate, the Minimum Interest Rate, the Spread or Spread Multiplier,
and(9) any other terms relating to the particular method of calculating the
interest rate for such Notenote and whether and how such Spreadspread or
Spread
Multiplierspread multiplier may be changed prior to Stated Maturity;stated maturity;
- whether itsuch note is a note issued originally at a discount;
- if such note is an OID Note;
- if it is an Amortizing Note,amortizing note, the terms for repayment prior to
Stated
Maturity;
S-7stated maturity;
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46
- if itsuch note is an Indexed Note,indexed note, in the case of an Indexed Rate Note,indexed rate note, the
manner in which the amount of any interest payment will be determined or,
in the case of an Indexed Principal Note,indexed principal note, its face amount and the manner
in which the principal amount payable at Stated Maturitystated maturity will be
determined;
- whether such Notenote may be redeemed at the option of Citigroup, or repaid
at the option of the holder, prior to Stated Maturitystated maturity as described under
"Optional Redemption, Repayment and Repurchase" below and if so, the provisions relating to such redemption or repayment, including, in the
caseterms of
an OID Note or Indexed Note, the information necessary to
determine the amount due uponits redemption or repayment;
- whether such Note is subject tonote may have an optional extension beyond its Stated
Maturitystated
maturity as described under "Extension of Maturity" below;
- whether such Notenote will be represented by a global security or a
certificate issued in definitive form;
- any special United States federal income tax consequences of the
purchase, ownership and disposition of certain Notes;a particular issuance of notes;
- whether itsuch note is a Renewable Note,renewable note, and, if so, its specific terms;
- the use of proceeds, if materially different than that disclosed in the
accompanying prospectus; and
- any other terms of such Notenote provided in the accompanying prospectus to
be set forth in a pricing supplement or that are otherwise not inconsistentconsistent
with the provisions of the indenture under which such Notenote will be
issued.
As used in this prospectus supplement, "business day"business day means:
- with respect tofor any Note,note, any day that is not a Saturday or Sunday and that, in The City of New
York City, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close;
- with respect tofor LIBOR Notesnotes only, a London business day, which shall be any such day
on which dealings in deposits in U.S. dollars are transacted in the
London interbank market (a
"London Business Day");market;
- with respect to Notesfor notes having a specified currency other than U.S. dollars only, other
than Notesnotes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is
not a day on which banking institutions generally are authorized or
obligated by law to close; and
- with respect to Notesfor notes denominated in Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer ("TARGET") System is open.
As used above, a "principalprincipal financial center"center means the capital city of the
country issuing the specified currency. However, with respect tofor U.S. dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center shallwill be The City of New York City, Sydney,
Toronto, Frankfurt, Amsterdam, Milan and Zurich, respectively.
PAYMENT OF PRINCIPAL AND INTEREST
TheCitigroup will pay the principal of, and any premium and interest on, each
Note are payable by
Citigroupnote in the specified currency for such Note.note. If the specified currency for a
Notenote is other than U.S. dollars, Citigroup will, unless otherwise specified in
the applicable pricing supplement, arrange to convert all payments in respect of
such Notenote into U.S. dollars in the manner described in the following paragraph.
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The holder of a Notenote having a specified currency other than U.S. dollars may, if
stated in the applicable pricing supplement and such Note,note, elect to receive all
payments in respect ofon such Notenote in the specified currency by delivery ofdelivering a written notice
to the Trusteetrustee for such Notenote not later than fifteen calendar days prior to the
applicable payment date, except under the circumstances described under "Risk
Factors--Currency Risks--Payment Currency"Factors -- The Unavailability of Currencies Could Result in a Substantial Loss
to You" above. Such election will remain in effect until revoked by a written
notice to such Trusteetrustee that is received not later than fifteen calendar days
prior to the applicable payment date. No such
changeIf an event of election may be made with respect to payments on any Note with respect
to which an Event of Defaultdefault has occurred or
Citigroup has given notice of redemption.
In the caseredemption of a Notenote, no such change of election
may be made.
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47
The amount of any U.S. dollar payment on a note having a specified currency
other than U.S. dollars the amount of any U.S. dollar payment in respect of such Note will be determined by the Exchange Rate Agent:exchange rate agent:
- based on the highest firm bid quotation expressed in U.S. dollars
received by the Exchange Rate Agentexchange rate agent at approximately 11:00 a.m., New York
City time, on the second business day preceding the applicable payment
date, or if no such rate is quoted on such date, the last date on which
such rate was quoted;
- from three, or if three are not available, then two, recognized foreign
exchange dealers in The City of New York City, one or more of which may be the Agent,agent,
and another of which may be the Exchange Rate Agent,exchange rate agent, that are selected by
the Exchange Rate Agent;exchange rate agent; and
- by the quoting dealer for the purchase.
The Exchange Agentexchange rate agent will also determine prior to settlement the
aggregate amount of suchthe specified currency payable on a payment date in respect offor all
Notesnotes denominated in such specified currency. All currency exchange costs will
be borne bydeducted from payments to the holders of such Notes by deductions from such payments.notes. If no such bid
quotations are available, suchthe payments will be made in suchthe specified currency,
unless suchthe specified currency is unavailable due to the imposition of exchange
controls or due to other circumstances beyond Citigroup's control, in
whichcontrol. In that case,
such payments will be made as described under "Risk Factors--Currency
Risks--Payment Currency"Factors -- The
Unavailability of Currencies Could Result in a Substantial Loss to You" above.
Unless otherwise specified in the applicable pricing supplement, U.S.
dollar payments of interest on Notes,notes, other than interest payable at Stated Maturity,stated
maturity, will be made, except as provided below, by check mailed to the
registered holders of such Notes.notes. In the case of Global Securitiesglobal securities representing
Book-Entry
Notes,book-entry notes, such payments of interest on Notesnotes will be made to a nominee
of the Depositary.depositary. However, in the case of a Notenote issued between a Regular Record Dateregular
record date and the related Interest Payment Date, unless otherwise specified in the related
pricing supplement,interest payment date, interest for the period
beginning on the Original Issue Dateoriginal issue date for such Notenote and ending on such Interest Payment Dateinterest
payment date generally will be paid to the holder on the next succeeding
Interest Payment Date to the registered holder of such Note on the
related Regular Record Date.interest payment date.
A holder of $10,000,000, or its equivalent in a specified currency other
than U.S. dollars, or more in aggregate principal amount of Notesnotes of like tenor
and term, will be entitled to receive such U.S. dollar payments by wire transfer
of immediately available funds. However, such a holder is entitled to receive
such payments only if the trustee receives written appropriate wire transfer
instructions are received in writing by the Trustee for such Notesnotes not later than fifteen calendar days prior to the
applicable Interest Payment Date.interest payment date. Unless otherwise specified in the applicable
pricing supplement, principal and any premium and interest payable at the Stated Maturitystated
maturity of a Notenote will be paid in immediately available funds upon surrender of
such Notenote at the corporate trust office or agency of the Trusteetrustee for such Notenote
in The City of New York.York City.
Unless otherwise specified in this prospectus supplement or the applicable
pricing supplement, any payment required to be made in respect ofon a Notenote on a date,
including the day of Stated Maturity,stated maturity date, that is not a business day for such Notenote
need not be made on such date. A payment may be made on the next succeeding
business day with the same force and effect as if made on such date, and nodate. No
additional interest shallwill accrue as a result of such delayed payment.
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Unless otherwise specified in the applicable pricing supplement, if the
principal of any OID Note,note, other than an Indexed Noteindexed note, is declared to be due and
payable immediately as a result of the acceleration of Stated Maturity,stated maturity, the
amount of principal due and payable with respectrelating to such Notenote will be limited to the
aggregate principal amount of such Notenote multiplied by the sum of (1) its Issue
Price,issue
price, expressed as a percentage of the aggregate principal amount, plus (2) the
original issue discount amortized from the date of issue to the date of
declaration. Amortization will be calculated using the "interestinterest method," computed
in accordance with U.S. generally accepted accounting principles in effect on
the date of declaration.
The Regular Record Date with respect toregular record date for any Interest Payment Dateinterest payment date for a Floating Rate Note, Fixed Rate Notefloating rate
note, fixed rate note or an Indexed Rate Note shallindexed rate note will be the date, whether or not a
business day, fifteen calendar days immediately preceding such Interest Payment Date.interest payment
date.
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48
FIXED RATE NOTES
Each Fixed Rate Notefixed rate note will bear interest from its Original Issue Date,original issue date, or
from the last Interest Payment Dateinterest payment date to which interest has been paid or duly
provided for, at the rate per annum stated in the applicable pricing supplement
until its principal amount is paid or made available for payment. However, as
described below under "Subsequent Interest Periods" and "Extension of Maturity,"
or as otherwise may be described in the applicable pricing supplement, the rate
of interest payable on certain Fixed Rate Notesfixed rate notes may be subject to adjustmentadjusted from time to time.
Unless otherwise set forth in the applicable pricing supplement, interest
on each Fixed Rate Notefixed rate note will be payable semiannually in arrears on such dates as
set forth in the applicable pricing supplement, with each such day being an
"Interest Payment Date,"interest payment date, and at Stated Maturity.stated maturity. Unless "Accrue"accrue to Pay"pay" is
specified in the applicable pricing supplement or unless otherwise specified in
the applicable pricing supplement, if an Interest Payment Date with respect tointerest payment date for any Fixed Rate Notefixed
rate note would otherwise be a day that is not a business day, any payment
required to be made in respect ofon such Notenote on such date, including the day of Stated Maturity,stated maturity
date, may be made on the next succeeding business day with the same force and
effect as if made on such date. No additional interest will accrue as a result
of such delayed payment.
If in connection with respectany fixed rate note, "accrue to any Fixed Rate
Note, "Accrue to Pay"pay" is specified in
the applicable pricing supplement, and any Interest Payment Date with respect tointerest payment date for such Fixed Rate Notefixed
rate note would otherwise be a day that is not a business day, such Interest Payment Date shallinterest
payment date will be postponed to the next succeeding business day and anyday. Any payment
of interest in respect ofon such Interest Payment Dateinterest payment date will include interest accrued through
the day before such Interest Payment Date.interest payment date. Unless otherwise specified in the
applicable pricing supplement, interest on Fixed Rate Notesfixed rate notes will be computed on
the basis of a 360-day year of twelve 30-day months ("30 over 360") or, in the case of an
incomplete month, the number of days elapsed.
FLOATING RATE NOTES
The "Initial Interest Period"initial interest period is the period from the Original Issue Dateoriginal issue date to,
but not including, the first Interest Reset Date.interest reset date. Each Floating Rate Notefloating rate note will
bear interest at the Initial Interest Rateinitial interest rate set forth, or otherwise described, in
the applicable pricing supplement. The "Interest Reset Period"interest reset period is the period from
each Interest Reset Dateinterest reset date to, but not including, the following Interest
Reset Date.interest reset
date. The Initial Interest Periodinitial interest period and any Interest Reset Periodinterest reset period is an "Interest Period."interest
period. The interest rate for each Floating Rate Notefloating rate note will be determined by reference tobased
on an interest rate basis, (the "Base Rate"),the base rate, plus or minus the Spread, if any spread, or
multiplied by the Spread Multiplier, if any.any spread multiplier. A "basis point"basis point or "bp"bp equals one-hundredth of
a percentage point. The "Spread"spread is the number of basis points that may be
specified in the applicable pricing supplement as being applicable to such Note.note. The
"Spread Multiplier"spread multiplier is the percentage that may be specified in the applicable
pricing supplement as being
applicable to such Note.note. As described below under
"Subsequent Interest Periods" and "Extension of Maturity," or as may S-10
otherwise
be so specified in the applicable pricing supplement, the Spreadspread or Spread Multiplierspread
multiplier on certain Floating Rate Notesfloating rate notes may be subject to adjustmentadjusted from time to time.
The applicable pricing supplement will designate one of the following Base
Ratesbase
rates as applicable to a Floating Rate Note:floating rate note:
- LIBOR (a "LIBOR Note");the CD Rate;
- the Commercial Paper Rate (a "Commercial Paper Rate Note");
- the Treasury Rate (a "Treasury Rate Note");Rate;
- the Federal Funds Rate (a "Federal Funds Rate Note");Rate;
- LIBOR;
- the CD Rate (a "CD Rate Note");Treasury Rate;
- the Prime Rate (a "Prime Rate Note");Rate;
- the J.J. Kenny Rate (a "J.J. Kenny Rate Note");Rate;
- the Eleventh District Cost of Funds Rate (an "Eleventh District Cost of
Funds Rate Note");Rate; or
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49
- such other Base Ratebase rate as is set forth in the applicable pricing supplement
and in such Note.note.
The "Index Maturity"following terms are used in describing the various base rates.
The "index maturity" for any Floating Rate Notefloating rate note is the period of maturity
of the instrument or obligation from which the Base Ratebase rate is calculated.
"H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or any
successor site or publication.
"Calculation Date," where applicable,date" means the date by which the Calculation Agentcalculation agent is to
calculate the interest rate for Floating Rate Notesfloating rate notes which shallwill be the earlier of
(1) the tenth calendar day after the related Rate
Determination Date,rate determination date, or if any
such day is not a business day, the next succeeding business day or (2) the
business day preceding the applicable Interest Payment Dateinterest payment date or the Stated Maturity, as the case may be.stated
maturity.
As specified in the applicable pricing supplement, a Floating Rate Notefloating rate note may
also have either or both of the following, which in each case will be expressed as a rate per
annum on a simple interest basis:
- maximum interest rate, which will be a maximum limitation, or ceiling, on
the rate at which interest may accrue during any interest period ("Maximum Interest Rate")period; and/or
- minimum interest rate, which will be a minimum limitation, or floor, on
the rate at which interest may accrue during any interest period ("Minimum Interest Rate").period.
In addition to any Maximum Interest Ratemaximum interest rate that may be applicable to any
Floating Rate Note,floating rate note, the interest rate on a Floating Rate Notefloating rate note will in no event
be higher than the maximum rate permitted by applicable law, as the same may be
modified by United States law of general application.law. The Notesnotes will be
governed by the law of the State of New York.York State. As of the date of this prospectus
supplement, the maximum rate of interest under provisions of the New York penal
law, with certaina few exceptions, is 25% per annum on a simple interest basis. Such
maximum rate of interest only applies to obligations that are less than
$2,500,000.
Citigroup will appoint and enter into agreements with Calculation Agentscalculation agents to
calculate interest rates on Floating Rate Notes.floating rate notes. Unless otherwise specified in
athe applicable pricing supplement, The Bank of New York will be the Calculation Agentcalculation
agent for each Senior Notesenior note that is a Floating Rate Note. Thefloating rate note. Bank One Trust Company,
N.A. (formerly the First National S-11
Bank of ChicagoChicago) will be the Calculation Agentcalculation agent
for each Subordinated Notesubordinated note that is a Floating Rate Note.floating rate note. All determinations of
interest by the Calculation Agents
shall,calculation agents will, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of the Floating Rate Notes.floating rate
notes.
The interest rate on each Floating Rate Notefloating rate note will be reset on an "Interest
Reset Date,"interest
reset date, which means that the interest rate is reset daily, weekly, monthly,
quarterly, semiannually or annually, as specified in the applicable pricing
supplement.
Unless otherwise specified in the applicable pricing supplement, the
Interest Reset Datesinterest reset dates will be as follows:
- in the case of Floating Rate Notesfloating rate notes that reset daily, each business day;
- in the case of Floating Rate Notesfloating rate notes that reset weekly, other than Treasury
Rate Notes,notes, the Wednesday of each week;
- in the case of Treasury Rate Notesnotes that reset weekly and except as
provided below under "Treasury Rate Notes," the Tuesday of each week;
- in the case of Floating Rate Notesfloating rate notes that reset monthly, other than
Eleventh District Cost of Funds Rate Notes,notes, the third Wednesday of each
month;
- in the case of Floating Rate Notesfloating rate notes that are Eleventh District Cost of
Funds Rate Notes,notes, the first calendar day of each month;
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50
- in the case of Floating Rate Notesfloating rate notes that reset quarterly, the third
Wednesday of March, June, September and December of each year;
- in the case of Floating Rate Notesfloating rate notes that reset semiannually, the third
Wednesday of each of two months of each year specified in the applicable
pricing supplement; and
- in the case of Floating Rate Notesfloating rate notes that reset annually, the third
Wednesday of one month of each year specified in the applicable pricing
supplement.
If an Interest Reset Dateinterest reset date for any Floating Rate Notefloating rate note would fall on a day that is
not a business day, such Interest Reset Date shallinterest reset date will be postponed to the next
succeeding business day. In the case of a LIBOR Note,note, if postponement to the
next business day would cause the Interest Reset Dateinterest reset date to be in the next
succeeding calendar month, the Interest Reset Date shallinterest reset date will instead be the
immediately preceding business day. If an auction of direct obligations of
United States Treasury Bills ("Treasury Bills")bills falls on a day that is an Interest Reset Dateinterest reset date for
Treasury Rate Notes,notes, the Interest Reset Date shallinterest reset date will be the succeeding business
day.
Unless otherwise specified in the applicable pricing supplement and except
as set forth in the next sentence,below, the rate of interest that goes into effect on any Interest Reset Date shallinterest
reset date will be determined on a "Rate Determination Date"rate determination date preceding such
Interest Reset Date,interest reset date, as further described below. Such Rate
Determination Date may be referred to as follows:
- a "CD Rate Determination Date" in the case of a CD Rate Note;
- a "Commercial Paper Rate Determination Date" in the case of a Commercial
Paper Rate Note;
- a "Federal Funds Rate Determination Date" in the case of a Federal Funds
Rate Note;
- a "LIBOR Determination Date" in the case of a LIBOR Note;
- a "Treasury Rate Determination Date" or a "Constant Maturity Treasury Rate
Determination Date" in the case of a Treasury Rate Note;
- a "Prime Rate Determination Date" in the case of a Prime Rate Note;
- a "J.J. Kenny Rate Determination Date" in the case of a J.J. Kenny Rate
Note; or
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- an "Eleventh District Cost of Funds Rate Date" in the case of an Eleventh
District Cost of Funds Rate Note.
Unless otherwise specified in the applicable pricing supplement, interest
payable in respect of Floating Rate Notes shallon floating rate notes will be the interest accrued from and including
the Original Issue Dateoriginal issue date or the last date to which interest has been paid, as the
case may be, to but excluding the applicable Interest Payment Date.
With respect tointerest payment date.
Accrued interest on a Floating Rate Notefloating rate note with more than one Interest Reset Date
during any period for which accrued interest is being calculated, accrued
interest shallreset
date will be calculated by multiplying the principal amount of such Note,
or, in the case of a Floating Rate Note that is an Indexed Principal Note, its
Face Amount, as indicated in the applicable pricing supplement,note by an
accrued interest factor. SuchIf the floating rate note is an indexed principal note,
the face amount of the note will be multiplied by the accrued interest factor.
The accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified in the applicable pricing supplement, the
interest factor which is expressed as a decimal
calculated to seven decimal places without rounding, for each such day will be computed by dividing the interest rate
in effect on such day by 360, ("Actual
over 360"), in the case of CD Rate notes, Commercial Paper
Rate notes, Federal Funds Rate notes, LIBOR Notes,notes, Prime Rate Notes,notes, J.J. Kenny
Rate Notes,notes, and Eleventh District Cost of Funds Rate Notes, Commercial Paper Rate Notes, Federal
Funds Rate Notes and CD Rate Notes.notes. In the case of
Treasury Rate Notes,notes, the interest factor for each such day will be computed by
dividing such interest rate by the actual number of days in the year ("Actual over Actual").year. The
interest factor will be expressed as a decimal calculated to seven decimal
places without rounding. For purposes of making the foregoing calculation, the
interest rate in effect on any Interest Reset Dateinterest reset date will be the applicable rate
as reset on such date.
With
respect toFor all other Floating Rate Notes,floating rate notes, accrued interest shallwill be calculated by
multiplying the principal amount of such Note, or, in the case of a Floating
Rate Note that is an Indexed Principal Note, its Face Amount,note by the interest rate in effect
during the period for which accrued interest is being calculated. That product
is then multiplied by the quotient obtained by dividing the number of days in
the period for which accrued interest is being calculated by 360, in the case of
CD Rate notes, Commercial Paper Rate notes, Federal Funds Rate notes, LIBOR
Notes,notes, Prime Rate Notes,notes, J.J. Kenny Rate Notes,notes, and Eleventh District Cost of
Funds Rate Notes, Commercial Paper Rate Notes, Federal Funds
Rate Notes and CD Rate Notes.notes. In the case of Treasury Rate Notes,notes, such product is multiplied
by the quotient obtained by dividing the number of days in the period for which
accrued interest is being calculated by the actual number of days in the year.
Unless otherwise specified in the applicable pricing supplement, all
percentages resulting from any calculation of the rate of interest on a Floating
Rate Notefloating
rate note will be rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward. All
currency amounts used in, or resulting from, such calculation on Floating Rate
Notesfloating rate
notes will be rounded to the nearest one-hundredth of a unit. For purposes of
such rounding, .005 of a unit shall be rounded upward.
Unless otherwise indicated in the applicable pricing supplement and except
as provided below, interest will be payable as follows.
- In the case of Floating Rate Notesfloating rate notes that reset daily, weekly or monthly,
other than Eleventh District Cost of Funds Rate Notes,notes, interest will be
payable on the third Wednesday of each month or on the
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51
third Wednesday of March, June, September and December of each year, as
specified in the applicable pricing supplement.
- In the case of Eleventh District Cost of Funds Rate Notes,notes, interest will
be payable on the first calendar day of each March, June, September and
December, as specified in the applicable pricing supplement.December.
- In the case of Floating Rate Notesfloating rate notes that reset quarterly, interest will be
payable on the third Wednesday of March, June, September, and December of
each year.
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- In the case of Floating Rate Notesfloating rate notes that reset semiannually, interest will
be payable on the third Wednesday of each of two months of each year
specified in the applicable pricing supplement.
- In the case of Floating Rate Notesfloating rate notes that reset annually, interest will be
payable on the third Wednesday of one month of each year specified in the
applicable pricing supplement.
In each of these cases, interest will also be payable at maturity or on an
"Interest Payment Date."maturity.
If an Interest Payment Date with respect tointerest payment date for any Floating Rate Notefloating rate note would fall on a day
that is not a business day, such Interest Payment Date shallinterest payment date will be postponed to the
next succeeding business day. In the case of a LIBOR Note,note, if postponement to
the next business day would cause the Interest Payment Dateinterest payment date to be in the next
succeeding calendar month, the Interest Payment Date shallinterest payment date will instead be the
immediately preceding business day.
If with respect tofor any Floating Rate Note,floating rate note, the applicable pricing supplement provides
that the Notenote does not Accrueaccrue to Pay,pay, and if an Interest Payment Date with
respect tointerest payment date for such
Floating Rate Notefloating rate note would otherwise be a day that is not a business day, such
Interest Payment Dateinterest payment date will not be postponed. The foregoing
notwithstanding, anyAny payment required to be made in respect ofon
such Floating
Rate Notefloating rate note, however, may be made on the next succeeding business
day with the same force and effect as if made on suchthe due date. No additional
interest shallwill accrue as a result of such delayed payment.
Upon the request of the holder of any Floating Rate Note,floating rate note, the Calculation
Agentcalculation
agent for such Notenote will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect tointerest
reset date for such Floating Rate Note.floating rate note.
CD Rate Notes. Each CD Rate Notenote will bear interest for each Interest Reset
Periodinterest
reset period at thean interest rate calculated with referenceequal to the CD Rate and the
Spreadany spread or Spread Multiplier, if any,spread
multiplier specified in such Notenote and in the applicable pricing supplement.
Unless otherwise specified inThe calculation agent will determine the applicable pricing supplement, the "CD
Rate" forCD Rate on each Interest Reset Period shall be the rate as of the "CDCD Rate
Determination Date," whichdetermination date. The CD Rate determination date is the second business day
prior to the Interest
Reset Dateinterest reset date for such Interest Reset Periodeach interest reset period for negotiable
certificates of deposit having the Index Maturityindex maturity designated in the applicable
pricing supplement as published in H.15(519) under the heading "CDs (Secondary
Market)."
The following procedures will be followed if the CD Rate cannot be
determined as described above.
- If the above rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Datecalculation date pertaining to suchthe CD Rate Determination Date,determination
date, then the "CD Rate"CD Rate for such Interest Reset Periodinterest reset period will be the rate on
such
CD Rate Determination Datethat date for negotiable certificates of deposit of the Index Maturityindex maturity
designated in the applicable pricing supplement as published in the H.15
Daily Update.
- If by 3:00 p.m., New York City time, on such Calculation Date,the calculation date, the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the "CD Rate" for such Interest Reset Period will be calculated by
the Calculation Agent for such CD Rate Note. Such rate will be the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on such CD Rate Determination Datethat date
of three leading nonbank dealers in negotiable U.S. dollar certificates
of deposit in The
City of New York City selected by the Calculation Agent for such CD Rate Notecalculation agent for
negotiable certificates of deposit of major United States money center
banks of the highest credit standing, in the market for negotiable
certificates of deposit, with a remaining maturity closest to the Index
Maturityindex
maturity designated in the pricing supplement in a denomination of
$5,000,000.
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- If the dealers selected as aforesaid by such Calculation Agent,the calculation agent, however, are not
quoting offered rates as mentioned in the preceding sentence, the "CD Rate"CD Rate
for such Interest Reset Periodinterest reset period will be the same as the CD Rate for the
immediately preceding Interest Reset Period.interest reset period. If there was no such
Interest Reset Period,interest reset period, the CD Rate will be the Initial Interest Rate.initial interest rate.
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52
CD Rate Notes,notes, like other Notes,notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
Commercial Paper Rate Notes. Each Commercial Paper Rate Notenote will bear
interest for each Interest Reset Periodinterest reset period at thean interest rate calculated with
referenceequal to the
Commercial Paper Rate and the Spreadany spread or Spread Multiplier, if
any,spread multiplier, specified in such
Notenote and in the applicable pricing supplement.
Unless otherwise specified inThe calculation agent will determine the applicable pricing supplement, the
"Commercial Paper Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such Commercial Paper Rate Note as of the "Commercialon each
Commercial Paper Rate Determination Date," whichdetermination date. The Commercial Paper Rate
determination date is the second business day prior to the Interest Reset Dateinterest reset date
for such Interest Reset Period. Sucheach interest reset period. The Commercial Paper Rate shallwill be the Money Market Yieldmoney
market yield on such Commercial Paper Rate Determination Datethat date of the rate for commercial paper having the Index Maturityindex
maturity specified in the applicable pricing supplement, as such rate shallwill be
published in H.15(519) under the heading "Commercial Paper--Nonfinancial.Paper -- Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above.
- If such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Datecalculation date pertaining to suchthe Commercial Paper Rate
Determination Date,determination date, then the "Commercial Paper Rate" for such Interest
Reset Period shall be the Money Market Yield on such Commercial Paper Rate Determination Datefor such interest
reset period will be the money market yield on that date of the rate for
commercial paper of the specified Index
Maturityindex maturity as published in the H.15
Daily Update under the heading "Commercial Paper--Nonfinancial.Paper -- Nonfinancial."
- If by 3:00 p.m., New York City time, on such Calculation Datecalculation date, the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the "CommercialCommercial Paper Rate"Rate for such Interest Reset Period shallinterest reset period
will be the Money Market Yieldmoney market yield of the arithmetic mean of the offered
rates, as of 11:00 a.m., New York City time, on such Commercial Paper Rate
Determination Date,that date, of three
leading dealers of commercial paper in The
City of New York City selected by the
Calculation Agentcalculation agent for such Commercial Paper Rate Notenote for commercial
paper of the specified Index Maturityindex maturity placed for an industrial issuer
whose bonds are rated "AA" or the equivalent by a nationally recognized
rating agency.
- If the dealers selected as aforesaid by such Calculation Agent,calculation agent, however, are not
quoting offered rates as mentioned in the preceding sentence, the
"CommercialCommercial Paper Rate"Rate for such Interest Reset Periodinterest reset period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset
Period.interest reset
period. If there was no such Interest Reset Period,interest reset period, the Commercial Paper
Rate will be the Initial Interest Rate.
"Money Market Yield" shallinitial interest rate.
Money market yield will be a yield calculated in accordance with the
following formula:as follows:
DX360
Money Market Yield
D X 360
money market yield = ----------- X100
360-(DXM)------------- X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the specified Index Maturity.
S-15
index maturity.
Federal Funds Rate Notes. Each Federal Funds Rate Notenote will bear interest
for each Interest Reset Periodinterest reset period at thean interest rate calculated with referenceequal to the Federal Funds
Rate and the Spreadany spread or Spread Multiplier, if any,spread multiplier specified in such Notenote and in the
applicable pricing supplement.
Unless otherwise specified inThe calculation agent will determine the applicable pricing supplement, the
"Federal Funds Rate" for each Interest Reset Period shall be the effective rate
as of the "FederalFederal Funds Rate Determination Date," whichon each Federal
Funds Rate determination date. The Federal Funds Rate determination date is the
second business day prior to the Interest Reset Dateinterest reset date for such Interest Reset Period,interest reset
period. The Federal Funds Rate will be the rate for Federal Funds as published
in H.15(519) under the heading "Federal Funds (Effective)."
The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above.
- If the above rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Datecalculation date pertaining to suchthe Federal Funds Rate
Determination Date,determination date, the "FederalFederal Funds Rate"Rate for such Interest Reset
Period shallinterest reset period
will be the rate on such Federal Funds Rate Determination Datethat date as published in the H.15 Daily Update under
the heading "Federal Funds/Effective Rate."
S-15
53
- If by 3:00 p.m., New York City time, on such Calculation Datecalculation date the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the "FederalFederal Funds Rate"Rate for such Interest Reset Period shallinterest reset period will
be the rate on such Federal Funds Rate Determination Date made publicly available
bythat date which the Federal Reserve Bank of New York whichmakes
publicly available that is equivalent to the rate which appears in
H.15(519) under the heading "Federal Funds (Effective)."
- If such rate, however, is not made publicly available by the Federal
Reserve Bank of New York by 3:00 p.m., New York City time, on such
Calculation Date,calculation date, the "FederalFederal Funds Rate"Rate for such Interest Reset Periodinterest reset period
will be the same as the Federal Funds Rate in effect for the immediately
preceding Interest Reset Period.interest reset period. If there was no such Interest Reset
Period,interest reset
period, the Federal Funds Rate will be the Initial Interest Rate.initial interest rate.
In the case of a Federal Funds Rate Notenote that resets daily, the interest
rate on such Notenote for the period from and including a Monday to but excluding
the succeeding Monday will be reset by the Calculation Agentcalculation agent for such Notenote on
such second Monday, or, if not a business day, on the next succeeding business
day, to a rate equal to the average of the Federal Funds Rates in effect with
respect tofor
each such day in such week.
LIBOR Notes. Each LIBOR Notenote will bear interest for each Interest Reset
Periodinterest reset
period at thean interest rate calculated with referenceequal to LIBOR and the Spreadany spread or Spread Multiplier, if any,spread multiplier
specified in such Notenote and in the applicable pricing supplement.
"LIBOR" forThe calculation agent will determine LIBOR on each Interest Reset Period will be determined by the Calculation
Agent for such LIBOR Notes as follows.
- On a "LIBOR Determination Date," whichdetermination
date. The LIBOR determination date is the second London Banking Daybanking day prior to the
Interest Reset Dateinterest reset date for such Interest Reset Period,each interest reset period.
On a LIBOR determination date, the Calculation Agentcalculation agent will determine LIBOR
for such LIBOR Noteeach interest reset period as follows.
The calculation agent will determine the offered rates for deposits in the
specified currency for the period of the Index Maturityindex maturity specified in the
applicable pricing supplement, commencing on such Interest Reset Date,interest reset date, which
appearappears on the Designated"designated LIBOR Pagepage" at approximately 11:00 a.m., London time,
on such LIBOR Determination Date.that date.
- If "LIBOR Telerate" is designated in the applicable pricing supplement,
"Designated"designated LIBOR Page"page" means the display designated as page "3750" on
the Bridge Telerate Service, or such other page as may replaceand LIBOR will be the relevant offered rate
determined by the calculation agent. If page "3750" on such servicethe Bridge
Telerate Service is replaced by another page, or such other service as may be nominatedif the Bridge Telerate
Service is replaced by a nominee of the British Bankers' Association,
forthen "LIBOR Telerate" means the purpose of displayingreplacement page or service selected to
display the London interbank offered rates of major banks, and LIBOR for such Interest Reset Period
will be the relevant offered rate as determined by the Calculation Agent.
S-16
banks.
- If "LIBOR Reuters" is designated in the applicable pricing supplement,
"Designated"designated LIBOR Page"page" means the arithmetic mean determined by the
calculation agent of the two or more offered rates on the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service, or such other page as may replaceService. If
the LIBO page on such service is replaced by another page, or such other service as may be nominatedif the
Reuters Monitor Money Rates Service is replaced by a nominee of the
British Bankers' Association, forthen "LIBOR Reuters" means the purposearithmetic
mean determined by the calculation agent of displayingthe two or more offered rates
on the replacement page or service selected to display the London
interbank offered rates of major banks, provided, that at least two such
offered rates appear on the Designated LIBOR Page, in which case, "LIBOR"
for such Interest Reset Period will be the arithmetic mean of such offered
rates as determined by the Calculation Agent for such LIBOR Note.banks.
If LIBOR cannot be determined on a LIBOR determination date as described
above, either becausethen the Designated LIBOR
Page is no longer available or because less than two rates appear on page "LIBO"
on the Reuters Monitor Money Rate Services, then on such LIBOR Determination
Date, the Calculation Agentcalculation agent will determine "LIBOR"LIBOR as follows.
- The Calculation Agentcalculation agent for such LIBOR Notenote will request the principal
London offices of each ofselect four major banks
in the London interbank marketmarket.
- The calculation agent will request that the principal London offices
of those four selected by such Calculation Agent tobanks provide such Calculation
Agent with itstheir offered quotations for deposits in the specified
currency for the period of the specified Index Maturity, commencing on
such Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 a.m.,
London time, on the LIBOR determination date. These quotations
S-16
54
shall be for deposits in the specified currency for the period of the
specified index maturity, commencing on such LIBOR Determination
Date. Such offeredinterest reset date.
Offered quotations willmust be inbased on a principal amount equal to an
amount of not less thanat
least $1,000,000 or itsthe approximate equivalent in the specified
currency that is representative of a single transaction in such market
at such time.
-(1) If at least two suchor more quotations are provided, "LIBOR"LIBOR for such Interest
Reset Periodinterest reset
period will be the arithmetic mean of such quotations.
-(2) If fewerless than two such quotations are provided, "LIBOR"the calculation agent will
select three major banks in New York City and follow the steps in the
two bullet points below.
- The calculation agent will then determine LIBOR for such Interest Reset Period will beinterest
reset period as the arithmetic mean of rates quoted by those three
major banks in The City of New York selected by the Calculation
Agent for such LIBOR NoteCity to leading European banks at
approximately 11:00 a.m., New York City time, on such LIBOR
Determination Datedetermination date. The rates quoted will be for loans in the
specified currency, to leading European banks, for the period of the specified Index Maturity,index maturity,
commencing on such Interest Reset Date, and inthe interest reset date. Rates quoted must be based on a
principal amount equal to an amount of not less thanat least $1,000,000 or the approximate equivalent thereof
in the specified currency that is representative of a single
transaction in such market at such time.
- If fewer than three New York City banks selected as aforesaid by such Calculation
Agentthe calculation
agent are quoting rates, as mentioned in this sentence, however, "LIBOR"LIBOR for such Interest Reset Periodinterest reset period will be
the same as LIBOR for the immediately preceding Interest Reset Period.interest reset period. If
there was no such Interest Reset Period,interest reset period, the LIBOR Rate will be the
Initial Interest
Rate.initial interest rate.
Treasury Rate Notes. Each Treasury Rate Notenote will bear interest for each
Interest Reset Periodinterest reset period at thean interest rate calculated with referenceequal to the Treasury Rate and the Spreadany
spread or Spread Multiplier, if any,spread multiplier, specified in such Notenote and in the applicable pricing
supplement.
Treasury Rate Notes other than Constant Maturity Treasury Rate Notes
Unless "Constant Maturity" is specified or unless otherwise specified in the applicable pricing
supplement, the "Treasury Rate"Treasury Rate for each Interest Reset
Periodinterest reset period will be the rate
for the auction held on the Treasury Rate Determination
Datedetermination date for such Interest Reset Periodinterest
reset period of direct obligations of the United States
("Treasury Securities") that have the Index Maturity specified in the applicable
pricing supplement,treasury securities as such rate appears on either Telerate Pagepage
56 or Telerate Pagepage 57 under the heading "AVGE INVEST YIELD." S-17
The following procedures will be followed ifTreasury
securities are direct obligations of the United States that have the index
maturity specified in the applicable pricing supplement.
If the Treasury Rate cannot be determined as described above.
-above, the following
procedures will be followed in the order set forth below.
(1) If the aboveTreasury rate is not published prior to 3:00 p.m.P.M., New York City
time on the Calculation Datecalculation date pertaining to suchthe Treasury Rate
Determination
Date,determination date, then the "Treasury Rate"Treasury Rate for such Interest Reset Periodthe interest reset
period will be the auction average rate on the Treasury Rate
determination date as otherwise announced by the United States
Department of the Treasury. The auction average rate will be expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis, on
such Treasury Rate Determination Date as otherwise announced by the United
States Department of the Treasury.
-basis.
(2) If the results of thesuch auction of Treasury securities having the specified
Index Maturity are not published or reported as
provided in (1) above by 3:00 p.m.P.M., New York City time, on such
Calculation Date,calculation date, or if no such auction is held on suchthe Treasury Rate
Determination Date,determination date, then the "Treasury Rate"Treasury Rate for such Interest Reset Period shallinterest reset
period will be calculated by the Calculation
Agentcalculation agent for such Treasury
Rate Note. Suchnote. In this case, the Treasury Rate shallwill be a yield to maturity
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Treasury Rate
determination date, of three leading primary United States government
securities dealers selected by the calculation agent for the issue of
treasury securities with a remaining maturity closest to the specified
index maturity. The yield to maturity will be expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis, of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 p.m., New
York City time, on such Treasury Rate Determination Date, of three leading
primary United States government securities dealers selected by such
Calculation Agent for the issue of Treasury securities with a remaining
maturity closest to the specified Index Maturity.
-basis.
S-17
55
(3) If the dealers selected as aforesaid by such Calculation Agent, however,the calculation agent are not quoting bid
rates as mentioned in this sentence,(2) above, then the "Treasury Rate"Treasury Rate for such
Interest Reset Periodinterest reset period will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period.interest reset period. If there was no such Interest Reset Period,preceding
interest reset period, the Treasury Rate will be the Initial Interest Rate.initial interest
rate.
The "TreasuryTreasury Rate Determination Date"determination date for each Interest Reset Periodinterest reset period will be
the day of the week in which the Interest Reset Dateinterest reset date for such Interest Reset
Periodinterest reset
period falls on which Treasurytreasury securities would normally be auctioned.
Treasury securities are normally sold at auction on Monday of each week
unless that day is a legal holiday, in whichholiday. In that case the auction is normally held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Datedetermination date
pertaining to the Interest Reset Periodinterest reset period commencing in the next succeeding week.
If an auction date shall fallfalls on any day that would otherwise be an Interest Reset Dateinterest reset
date for a Treasury Rate Note,note, then such Interest Reset Date shallthat interest reset date will instead be the
business day immediately following suchthe auction date.
Constant Maturity Treasury Rate Notes
If "Constant Maturity" is specified in the applicable pricing supplement,
the "Treasury Rate"Treasury Rate for each Interest Reset Periodinterest reset period will be the rate displayed on
the Designateddesignated CMT Telerate Pagepage under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designateddesignated CMT Maturity Index for (1) ifmaturity index in the
Designatedfollowing manner.
- If the designated CMT Telerate Pagepage is 7051, the Treasury Rate will be
the rate on suchthe Constant Maturity Treasury Rate Determination Date and (2) ifdetermination date.
- If the Designateddesignated CMT Telerate Pagepage is 7052, the weeklyTreasury Rate will be
the average for the week or monthly average,for the month, as specified in the applicable
pricing supplement, for the week or the month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate
Determination Datedetermination date occurs.
The following procedures will be followed ifIf such rate does not appear on such Designateddesignated CMT Telerate Page.
-page as
indicated above, the following procedures will be followed in the order set
forth below.
(1) If suchthe rate is no longer displayed on the relevant page or is not
displayed by 3:00 P.M., New York City time on the related Calculation
Date,calculation
date, then the Treasury Rate for suchthe Constant Maturity Treasury Rate
Determination Datedetermination date will be such treasury constant maturity rateTreasury Constant Maturity Rate for the
Designateddesignated CMT Maturity Indexmaturity index as published in the relevant H.15(519).
-(2) If suchthis rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date,calculation date, then the Treasury
Rate on suchthe Constant Maturity Treasury Rate S-18
Determination Datedetermination date will be
suchthe treasury constant maturity rate for the Designateddesignated CMT Maturity Index,maturity
index, or other United States Treasury rate for the Designateddesignated CMT
Maturity Index,maturity index, for the Constant Maturity Treasury Rate Determination Date with respect todetermination
date for such Interest Reset Dateinterest reset date as may then be published by either
the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury thatTreasury. The calculation agent will make the
Calculation Agent
determinesdetermination as to bewhich of such rates is comparable to the rate
formerly displayed on the Designateddesignated CMT Telerate Pagepage and published in
the relevant H.15(519).
-(3) If suchthis information is not provided by 3:00 P.M., New York City time,
on the related Calculation Date,calculation date, then the calculation agent will
calculate the Treasury Rate on the Constant Maturity Treasury Rate
Determination Date will be calculated by the
Calculation Agent. Suchdetermination date as follows.
- The Treasury Rate will be a yield to maturity based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on suchthe Constant Maturity
Treasury Rate Determination Datedetermination date reported, according to their written
records, by three leading U.S. government securities dealers in The City of New
York selected by the Calculation Agent, one of which mayCity, for Treasury
S-18
56
notes. The Treasury notes will be the Agent, from five such dealers selected by the Calculation Agent and
eliminating the highest quotation, or in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of
the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States, ("Treasury Notes"), with an
original maturity of approximately the Designateddesignated CMT Maturity Indexmaturity index
and a remaining term to maturity of not less than such Designateddesignated CMT
Maturity
Indexmaturity index minus one year.
- The three government securities dealers referenced above will be
identified from five such dealers who are selected by the calculation
agent, one of which may be the agent, by eliminating the dealers with
the highest and lowest quotations, or in the event of equality, one of
the highest and/or lowest quotation, as the case may require.
- If three or four, but not five, of such dealers provide quotations as
described above, then the Constant Maturity Treasury Rate will be
based on the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated.
(4) If the Calculation Agentcalculation agent is unable to obtain three such Treasury Notenote
quotations as described in (3) above, the Treasury Rate on such
Constant Maturity Treasury Rate Determination Datedetermination date will be calculated
by the Calculation Agent. Such
Treasury Ratecalculation agent as follows.
- The rate will be a yield to maturity based on the arithmetic mean of
the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on suchthe Constant Maturity Treasury Rate
Determination Date
ofdetermination date reported, according to their written records, by
three leading U.S. government securities dealers in the City of New York one of which may be the Agent, from five such dealers selected by
the Calculation Agent and eliminating the highest quotation, or, in the
event of equality, one of the highest, and the lowest quotation, or, in
the event of equality, one of the lowest,City, for
Treasury Notesnotes with an original maturity of the number of years that
is the next highest to the Designateddesignated CMT Maturity Indexmaturity index and a
remaining maturity closest to the Index Maturityindex maturity specified in the
applicable pricing supplement, and in an amount that is representative
for a single transaction in that market at that time.
- If two Treasury notes with an original maturity, as described above,
have remaining terms to maturity equally close to the designated CMT
maturity index, the calculation agent will obtain quotations for the
Treasury note with the shorter remaining term to maturity and will use
such quotations to calculate the Treasury Rate as set forth above.
- The three government securities dealers referenced above will be
identified from five such dealers who are selected by the calculation
agent, one of which may be the agent, by eliminating the dealers with
the highest and lowest quotations, or in the event of equality, one of
the highest and/or lowest quotation, as the case may require.
- If three or four, andbut not five, of such dealers are quotingprovide quotations as
described above, then the Treasury Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest
nor the lowest of such quotes will be eliminated.
However, if(5) If fewer than three dealers so
selected by the Calculation Agent are quotingcalculation agent provide
quotations as mentioneddescribed in (4) above, the Treasury Rate determined as
of suchthe Constant Maturity Treasury Rate Determination Datedetermination date will be the
Treasury Rate in effect on such Constant Maturity Treasury Rate
Determination Date.
- If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent will obtain
quotations for the Treasury Note with the shorter remaining term to
maturity and will use such quotations to calculate the Treasury Rate as
set forth above.determination date.
"Designated CMT Telerate Page"page" means the display on the Bridge Telerate
Service, or any successor service on the page specified in the applicable
pricing supplement, or any other page as may replace such page on that service,
or any successor service, for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable pricing supplement, the Designateddesignated CMT Telerate Page shallpage will be 7052,
for the most recent week.
S-19
"Designated CMT Maturity Index"maturity index" means the original period to maturity of
the U.S. Treasury securities, either one, two, three, five, seven, ten, twenty
or thirty years, specified in the applicable pricing supplement with respect tofor which the
Treasury Rate will be calculated. If no such maturity is specified in the
applicable pricing supplement, the Designateddesignated CMT Maturity Index shallmaturity index will be two
years.
"The ConstantS-19
57
The "Constant Maturity Treasury Rate Determination Date" shalldetermination date" will be the second
business day prior to the Interest Reset Dateinterest reset date for the applicable Interest Reset
Period.interest reset
period.
The Treasury constant maturity rateCMT Rate for a Treasury security maturity (the
"CMT Rate") as published as of any
business day is intended to be indicative of the yield of a U.S. Treasury
security having as of such business day a remaining term to maturity equivalent
to such maturity. The CMT Rate as of any business day is based upon an
interpolation by the U.S. Treasury of the daily yield curve of outstanding
Treasury securities. This yield curve, which relates the yield on a security to
its time to maturity, is based on the over-the-counter market bid yields on
actively traded Treasury securities. Such yields are calculated from composites
of quotations reported by leading U.S. government securities dealers, which may
include one or more of the Calculation Agentscalculation agents or other affiliates of Citigroup.
Certain constant maturity yield values are read from the yield curve. Such
interpolation from the yield curve provides a theoretical yield for a Treasury
security having ten years to maturity, for example, even if no outstanding
Treasury security has as of such date exactly ten years remaining to maturity.
Prime Rate Notes. Prime Rate Notesnotes will bear interest at the interest
rates, calculated with referencea rate equal to
the Prime Rate and the Spreadany spread or Spread
Multiplier, if any,spread multiplier specified in the Prime Rate
Notesnotes and in the applicable pricing supplement.
Unless otherwise indicated inThe calculation agent will determine the applicable pricing supplement, the "Prime
Rate"Prime Rate for each Interest Reset Period will be determined by the Calculation Agent
for suchinterest reset
period on each Prime Rate Note as of the "Primedetermination date. The Prime Rate Determination Date," whichdetermination date
is the second business day prior to the Interest Reset Dateinterest reset date for such Interest Reset
Period.each interest
reset period. The Prime Rate shallwill be the rate made available and subsequently
published on suchthat date in H.15(519) under the heading "Bank Prime Loan."
The following procedures will be followed if the Prime Rate cannot be
determined as described above.
- If the above rate is not published prior to 9:00 A.M., New York City time, on
the related Calculation Date,calculation date, then the Prime Rate will be the rate on suchthe
Prime Rate Determination Date asdetermination date that is published in the H.15 Daily Update
oppositeunder the captionheading "Bank Prime Loan."
- If the above rate is not published prior to 3:00 P.M., New York City time, on
the related Calculation Date,calculation date, in either H.15(519) or the H.15 Daily
Update,of those sources, then the Prime
Rate shallwill be the arithmetic mean of the rates of interest publicly announced by each bank that appearsappear on
the Reuters Screen USPRIME1 Page as such bank's prime rate or base
lending rate as in
effect for suchthe Prime Rate Determination Date.determination date.
- If fewer than four such rates appear on the Reuters Screen USPRIME1 Page,
for suchthen the calculation agent will select four major banks in New York City.
The Prime Rate Determination Date, then the Prime Rate shallwill be the arithmetic mean of the prime rates quoted by
those four banks on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on suchthe Prime Rate
Determination Date bydetermination date.
- If all four major money centerof the banks in The City of New York selected by the Calculation Agent.
- If fewer than four suchcalculation agent do not provide
quotations, are so provided, then the Prime Rate shallwill be the arithmetic mean of four prime
rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on suchthe Prime Rate
Determination Date as furnished in
The City of New Yorkdetermination date. These Prime Rate quotes will be provided by the
major money centerselected banks if any, that have
provided such quotations and by a reasonable number of substitute domestic banks or
trust companies. Each such substitute bank or trust company selected bycompanies that the Calculation Agent to provide such rate or rates
S-20
must (1) be organized and doing business under the laws of the United
States, or any State of the United States, (2)calculation agent will select that have total
equity capital of at least $500,000,000 and (3) be subject to supervision or examination
by Federal or State authority. However, if$500,000,000.
- If the banks or trust companies so
selected bythat the Calculation Agent arecalculation agent selects do not
quotingprovide quotations as mentioned in the
previous sentence,described above, then the Prime Rate will beremain
the same as the Prime Rate in effect on suchthe Prime Rate Determination Date.determination
date.
"Reuters Screen USPRIME1 Page"page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service, or any successor service
or such other page, as may replace the USPRIME1 Page on the Reuters Monitor Money
Rates Service, or any successor service, for the purpose of displaying prime rates or base lending rates of
major United States banks.
J.J. Kenny Rate Notes. J.J. Kenny Rate Notesnotes will bear interest at the
interest rates, calculated by reference tobased on the J.J. Kenny Rate and the Spreadany spread and/or
Spread Multiplier, if any,spread multiplier specified in the J.J. Kenny Rate Notesnotes and in the applicable
pricing supplement.
Unless otherwise indicated inS-20
58
The calculation agent will determine the applicable pricing supplement, the "J.J.
Kenny Rate" for each Interest Reset Period will be determined by the Calculation
Agent for such J.J. Kenny Rate Note as of the "J.J. Kenny Rate Determination
Date." Suchon each J.J. Kenny
Rate Determination Datedetermination date. The J.J. Kenny Rate determination date is the second
business day prior to the Interest Reset Dateinterest reset date for such Interest Reset Period.each interest reset period.
The J.J. Kenny Rate shallwill be the per annum rate on such date equal to the
index made available and subsequently published by Kenny Information Systems or
its successor,successor. Such rate will be based upon 30-day yield evaluations at par of
bonds of not less than five "high grade" component issuers. The bonds evaluated
will be bonds on which the interest on which is excludable from gross income for federal
income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), of not less than five "high grade"
component issuers.1986. Kenny Information
Systems shallwill select such issuers from time to time, including without limitation, issuers of general
obligation bonds. However, the bonds on which the index is based shallwill not
include any bonds the interest on which is subject tomay trigger an "alternate minimum tax"
or similar tax under the Code, unless such tax may be imposed on all tax-exempt
bonds are subject to such tax.bonds.
The following procedure will be followed if the J.J. Kenny Rate cannot be
determined as described above.
If such rate is not made available by 3:00 P.M., New York City time, on the
Calculation Datecalculation date pertaining to such J.J. Kenny Rate Determination Date,determination date, the J.J.
Kenny Rate shallwill be the rate quoted by a successor indexing agent selected by
Citigroup equalingCitigroup. This rate will be equal to the prevailing rate for bonds ratedincluded in
the highest short-term rating category by Moody's Investors Service, Inc. and
Standard & Poor's Corporation in respect offor issuers selected by such successor indexing
agent most closely resembling the "high grade" component issuers selected by
Kenny Information SystemsSystems. The bonds for which rates are quoted will be bonds
that are subject to tendermay be tendered by their holders for purchase on not more than seven days'
notice and the interest on whichwhich:
- is as follows:
- variable on a weekly basis;
- is excludable from gross income for federal income tax purposes under the
Code; and
- does not subjectgive rise to an "alternate minimum tax" or similar tax under the
Code, unless all tax-exempt bonds are subjectgive rise to such a tax.
However, if a successor indexing agent is not available, the J.J. Kenny Rate with respect to suchon
the J.J. Kenny Rate Determination Datedetermination date will be the J.J. Kenny Rate for the
immediately preceding Interest Reset Period.interest reset period. If there was no such Interest Reset Period,interest reset
period, the J.J. Kenny Rate will be the Initial Interest Rate.
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initial interest rate.
Eleventh District Cost of Funds Rate Notes. Eleventh District Cost of
Funds Rate Notesnotes will bear interest at the interest rates, calculated by reference tobased on
the Eleventh District Cost of Funds Rate and the Spreadany spread and/or Spread
Multiplier, if any,spread
multiplier, specified in the Eleventh District Cost of Funds Rate Notesnotes and in the
applicable pricing supplement.
Unless otherwise indicated in an applicable pricing supplement,The calculation agent will determine the
"Eleventh District Cost of Funds Rate" for each Interest Reset Period will be
determined by the Calculation Agent for such Eleventh District Cost of Funds
Rate Note as of the "Eleventh District Cost of Funds Rate Determination Date."
Suchon each Eleventh District Cost of Funds Rate Determination Datedetermination date. The
Eleventh District Cost of Funds Rate determination date is the last working day
of the month immediately prior to such Interest Reset Dateeach interest reset date for such Interest
Reset Periodeach interest
reset period on which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the
Eleventh District Cost of Funds Index (as defined
below).Index.
The Eleventh District Cost of Funds Rate shallwill be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Determination Datedetermination date as set forth under the
caption "Eleventh District" on the Telerate Pagepage 7058. Such page shallwill be deemed
to include any successor page, as determined by the Calculation Agent,calculation agent, as of 11:00
A.M., San Francisco time, on suchthe Eleventh District Cost of Funds Interest
Determination Date.Rate
determination date.
The following procedures will be followed if the Eleventh District Cost of
Funds Rate cannot be determined as described above.
- If suchthe rate does not appear on Telerate Pagepage 7058 on any related Eleventh
District Cost of Funds Rate Determination Date,determination date, the Eleventh District
Cost of Funds Rate for suchthe Eleventh District Cost of Funds Rate
Determination
Date shalldetermination date will be the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District that was most
recently announced (the "Eleventh District Cost of Funds Rate
Index") by
the FHLB of San Francisco as such cost of funds for the calendar month
preceding the date of such announcement.Index.
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59
- If the FHLB of San Francisco fails to announce such rate for the calendar
month next preceding such Eleventh District Cost of Funds Rate
Determination Date,determination date, then the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Determination Datedate will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Determination Date.determination date.
The "Eleventh District Cost of Funds Rate Index" will be the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that the FHLB of San Francisco most recently
announced as the cost of funds for the calendar month preceding the date of such
announcement.
Inverse Floating Rate Notes. Any Floating Rate Notefloating rate note may be designated in
the applicable pricing supplement as an "Inverse Floating Rate Note."inverse floating rate note. In such an
event, unless otherwise specified in the applicable pricing supplement, the
interest rate on such Floating Rate Notefloating rate note will be equal to:
- in the case of the period, if any, commencing on the Issue Date,issue date, or the
date on which such Notenote otherwise begins to accrue interest if different
from the Issue Date,issue date, up to the first Interest Reset Date,interest reset date, a fixed rate of
interest established by Citigroup as described in the applicable pricing
supplement; and
- in the case of each period commencing on an Interest Reset Date,interest reset date, a fixed
rate of interest specified in the pricing supplement minus the interest
rate determined by reference tobased on the Base Ratebase rate as adjusted by the Spreadany spread and/or
Spread Multiplier, if any.spread multiplier.
However, on any Inverse Floating Rate Noteinverse floating rate note, (1) the interest rate will not be
less than zero and (2) the interest rate in effect for the ten days immediately
prior to the date of Maturitymaturity of such Inverse Floating Rate Noteinverse floating rate note will be that in
effect on the tenth day preceding such date.
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Floating Rate/Floating/Fixed Rate Notes. The applicable pricing supplement may provide
that a Notenote will be a Floating Rate Notefloating rate note for a specified portion of its term and
a Fixed Rate Notefixed rate note for the remainder of its term. In such an event, the interest
rate on such Notenote will be determined as provided in this prospectus
supplement as if it were a Floating Rate Notefloating rate note and a
Fixed Rate Notefixed rate note for each such respective period, all as specified in such
applicable pricing supplement.
SUBSEQUENT INTEREST PERIODS
The pricing supplement relating to each Notenote will indicate whether
Citigroup has the option to reset the interest rate, in the case of a Fixed Rate Note,
with respect to such Note or the Spread, Spread Multiplier,spread, spread
multiplier, or method of calculation, inas the case of a Floating Rate Note, with respect tomay be, for such Note.note. If
Citigroup has the option to reset, the pricing supplement will also indicate the
optional reset date or dates on which such interest rate or such Spread, Spread Multiplier,spread, spread
multiplier, or method of calculation, as the case may be, may be reset (each an "Optional Reset
Date").reset.
Citigroup shall notify the Trustee for a Notetrustee whether or not it intends to exercise
such option with respectrelating to such Notenote at least 45 but not more than 60 days prior to
an Optional Reset Dateoptional reset date for such Note.note. Not later than 40 days prior to such
Optional Reset Date,optional reset date, the Trustee for such Notetrustee will mail to the holder of such Notenote a reset
notice (the "Reset Notice"), first class, postage prepaid, indicating whether Citigroup has elected to
reset the interest rate, in the case
of a Fixed Rate Note, or the Spread, Spread Multiplierspread, spread multiplier or method of
calculation, inas the case of a Floating Rate Note.may be.
If Citigroup elects to reset the interest rate, or the Spread, Spread Multiplierspread, spread
multiplier or method of calculation, as the case may be, the trustee shallwill mail
to the holder in a manner described above a notice indicating such new interest
rate or such new Spread, Spread Multiplier,spread, spread multiplier, or method of calculation, as the
case may be. The notice shallwill also indicate theany provisions if any, for redemption during
the "Subsequent Interest Period," whichsubsequent interest period. The subsequent interest period is the period
from such Optional Reset Dateoptional reset date to the next Optional Reset Dateoptional reset date or, if there is no
such next Optional Reset Date,optional reset date, to the Stated Maturitystated maturity of such Note,note, including
the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during such Subsequent Interest
Period.subsequent interest
period.
Upon the transmittal by the Trusteetrustee of a Reset Noticereset notice to the holder of a
Note,note, such new interest rate or such new Spread, Spread Multiplier,spread, spread multiplier, and/or
method of calculation as the case may be, shallwill take effect
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60
automatically. Except as modified by the Reset Noticereset notice and as described below,
such Notenote will have the same terms as prior to the transmittal of such Reset Notice.
Notwithstandingreset
notice.
Despite the foregoing, not later than 20 days prior to an Optional
Reset Dateoptional reset
date for a Note,note, Citigroup may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the
Spreadspread or Spread Multiplier, in the
case of a Floating Rate Note,spread multiplier, provided for in the Reset Notice with respectreset notice relating to such
Optional Reset Dateoptional reset date and establish a higher interest rate, in the case of a
Fixed Rate Note, or a higher Spreadspread or
Spread Multiplier, in the case of a
Floating Rate Note,spread multiplier, as applicable, for the Subsequent Interest Periodsubsequent interest period commencing
on such Optional Reset Date.optional reset date.
Citigroup can make such revocations by causing the Trusteetrustee for such Notenote to
mail notice of such higher interest rate or higher Spreadspread or Spread Multiplier,spread multiplier,
as the case may be, first class, postage prepaid, to the holder of such Note.note.
Such notice shall be irrevocable. All Notes with respect tonotes for which the interest rate or
Spreadspread or Spread Multiplierspread multiplier is reset on an Optional
Reset Dateoptional reset date will bear such
higher interest rate, inor higher spread or spread multiplier, as the case of Fixed Rate Notes,
or higher Spread or Spread Multiplier, in the case of Floating Rate Notes,may be,
whether or not tendered for repayment.
The holder of a Notenote will have the option to elect repayment of such Notenote
by Citigroup on each Optional Reset Dateoptional reset date at a price equal to the principal
amount of such Notenote plus interest accrued to such Optional Reset Date.optional reset date. In order
for a Notenote to be repaid on an Optional Reset Date,optional reset date, the holder of such Notenote must
follow the procedures set forth below under "Optional Redemption, Repayment and
Repurchase" for optional repayment. However, the period for delivery of such
Notenote or notification to the Trusteetrustee for such Note shallnote will be at least 25 but not
more than 35 days prior to such Optional Reset Date.optional reset date. Further, a holder who has
tendered a Notenote for repayment pursuant to a Reset Noticereset notice may, by
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written notice
to the Trusteetrustee for such Note,note, revoke any such tender for repayment until the
close of business on the tenth day prior to such Optional
Reset Date.optional reset date.
AMORTIZING NOTES
Citigroup may from time to time offer Amortizing Notesamortizing notes on which a portion
or all the principal amount is payable prior to Stated Maturity (1)stated maturity
- in accordance with a schedule, (2)schedule;
- by application of a formula,formula; or
(3) by reference to- based on an Index (as defined below).index.
Further information concerning additional terms and conditions of any Amortizing Notes,amortizing
notes, including terms for repayment of such Notes,notes, will be set forth in the
applicable pricing supplement.
INDEXED NOTES
Citigroup may from time to time offer Indexed Notesindexed notes on which certainsome or all
interest payments, in the case of an "Indexed Rate Note,"indexed rate note, and/or the principal
amount payable at Stated Maturitystated maturity or earlier redemption or retirement, in the
case of an "Indexed Principal Note,"indexed principal note, is determined by reference to:based on:
- the principal amount of such Notesnotes or, in the case of an Indexed Principal
Note,indexed
principal note, the amount designated in the applicable pricing
supplement as the "face amount" of such Indexed Note;indexed note; and
- an index, which may be based on
(1) prices, changes in prices, or differences between prices, of
securities, currencies, intangibles, goods, articles or
commodities,commodities;
(2) the application of a formulaformula; or
(3) an index which shall be such other objective price, economic or
other measures as are described in the applicable pricing
supplement (an "Index").supplement.
A description of the Indexindex used in any determination of an interest or principal
payment, and the method or formula by which interest or principal payments will
be determined by reference tobased on such Index,index, will be set forth in the applicable pricing
supplement.
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61
If a Fixed Rate Note, Floating Rate Notefixed rate note, floating rate note or Indexed Rate Noteindexed rate note is also an
Indexed Principal Note,indexed principal note, the amount of any interest payment will be determined
by
reference tobased on the face amount of such Indexed Noteindexed note unless specified otherwise in the
applicable pricing supplement. If an Indexed Noteindexed note is also an Indexed
Principal Note,indexed principal
note, the principal amount payable at Stated Maturitystated maturity or any earlier redemption
or repayment of the Indexed Noteindexed note may be different from the face amount.
If the determination of the Index on which any interest payment or the
principal amount of an Indexed Note is calculated or announced by a third party which may beis appointed to calculate or announce the Agent or another affiliate of Citigroup,index for a
particular indexed note, and suchthe third party either (1) suspends the calculation
or announcement of such Indexindex or (2) changes the basis upon which such Indexindex is
calculated other than changes consistentin a manner that is inconsistent with
policies in effect at the time such Indexed Note was issued and permitted
changes described in the applicable pricing
supplement, then such Index shall be
calculated for purposes of such Indexed Note byCitigroup will select another third party selected by
Citigroup.to calculate or
announce the index. The Agentagent or another affiliate of Citigroup subject to the same
conditions and controls as applied tomay be either
the original third party, may be suchor successor third party selected by Citigroup.
If for any reason such Indexindex cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then theany indexed interest payments if any, or any indexed principal amount of
such Indexed Note shallindexed note will be calculated in the manner set forth in the applicable
pricing supplement. Any determination of suchby the selected third party shall, in the absence of manifest error,will be
binding on all parties.parties, except in the case of an obvious error.
Unless otherwise specified in the applicable pricing supplement, for the
purpose of determining whether holders of the requisite principal amount of
Notesnotes outstanding under the applicable indenture have made a demand or given a
notice or waiver or taken any other action, the outstanding principal amount of
Indexed Notesindexed notes will be deemed to be the face amount stated on such Notes.notes. Unless
otherwise specified in the applicable pricing supplement, in the event of an
acceleration of the Stated
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Maturitystated maturity of an Indexed Note,indexed note, the principal amount
payable to the holder of such Notenote upon acceleration will be the principal
amount determined by reference tobased on the formula by whichused to determine the principal amount of
such Note would be determinednote on the Stated Maturitystated maturity of such Note,note, as if the date of acceleration
were the Stated
Maturity.stated maturity.
An investment in Indexed Notes entailsindexed notes has significant risks, including wide
fluctuations in market value as well as in the amounts of payments due, that are
not associated with a similar investment in a conventional debt security. Such
risks depend on a number of factors including supply and demand for the
particular security, currency, commodity or other good or article to which the
Notenote is indexed and economic and political events over which Citigroup has no
control.
Fluctuations in the price of any particular security or commodity, in the
rates of exchange between particular currencies or in particular indices that
have occurred in the past are not necessarily indicative, however, of
fluctuations in the price or rates of exchange that may occur during the term of
any Indexed Notes.indexed notes. Accordingly, prospective investors should consult their own
financial and legal advisors as to the risks entailed byof investment in Indexed
Notes.indexed notes.
DUAL CURRENCY NOTES
Citigroup may from time to time offer "dualdual currency Notes" as tonotes on which
Citigroup has a one time option of making all payments of principal, any premium if
any,
and interest on all dual currency Notessuch notes which are issued on the same day and havinghave the same
terms, (a "tranche") (whichthe payments on which would otherwise be made in the specified currency
of such Notes),notes, in the "optionaloptional payment currency"currency specified in the applicable
pricing supplement. Such option will be exercisable in whole but not in part on
an "Option Election Date,"option election date, which will be any one of the dates specified in the
applicable pricing supplement. Information as to the relative value of the
specified currency compared to the optional payment currency will be set forth
in the applicable pricing supplement.
The pricing supplement for each issuance of dual currency Notesnotes will
specify, among other things,
(1)- the specified currency of, (2)currency;
- the optional payment currency ofcurrency; and
(3)- the "designateddesignated exchange rate" for such issuance.rate.
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62
Such designated exchange rate will be a fixed exchange rate used for
converting amounts denominated in the specified currency into amounts
denominated in the optional payment currency. The pricing supplement will also
specify the Option
Election Datesoption election dates and Interest Payment Datesinterest payment dates for the related
issuance of dual currency Notes.notes. Each Option Election Dateoption election date will be a certainparticular
number of days before an Interest Payment Dateinterest payment date or Stated Maturity,stated maturity, as set forth
in the applicable pricing supplement. Each Option Election Dateoption election date will be the date
on which Citigroup may select whether to make all scheduled payments due
thereafter in the optional payment currency rather than in the specified
currency.
If Citigroup makes such an election, the amount payable in the optional
payment currency shallwill be determined using the designated exchange rate specified
in the applicable pricing supplement. If such election is made, notice of such
election shallwill be mailed in accordance with the terms of the applicable tranche
of dual currency Notesnotes within two business days of the Option Election
Date.option election date.
Such notice shallwill state (1) the first date, whether an Interest Payment
Dateinterest payment date
and/or Stated Maturity,stated maturity, on which scheduled payments in the optional payment
currency will be made and (2) the designated exchange rate. Any such notice by
Citigroup, once given, may not be withdrawn. The equivalent value in the
specified currency of payments made after such an election may be less, at the
then current exchange rate, than if Citigroup had made such payment in the
specified currency.
For United States federal income tax purposes, holders of dual currency
Notesnotes may be subjectneed to comply with rules which differ from the general rules
applicable to holders of other types of Notesnotes offered by this prospectus
supplement. The United States federal income tax consequences of the purchase,
ownership and disposition of dual currency Notesnotes will be set forth in the
applicable pricing supplement.
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RENEWABLE NOTES
Citigroup may from time to time offer "Renewable Notes,"renewable notes, which will mature on
an Interest Payment Dateinitial maturity date. Such initial maturity date will be an interest payment
date specified in the applicable pricing supplement occurring in, or prior to,
the twelfth month following the Original Issue Dateoriginal issue date of such Notes (the "Initial Maturity Date")notes, unless the
term of all or any portion of any such Notesnotes is renewed in accordance with the
procedures described below.
On the Interest Payment Date occurring in the sixth month, unless a
different interval (the "Special Election Interval") is specified in the
applicable pricing supplement, prior to the Initial Maturity Date of a Renewable
Note (the "Initial Renewal Date") and on the Interest Payment Date occurring in
each sixth month, or in the last month of each Special Election Interval, after
such Initial Renewal Date which, together with the Initial Renewal Date,
constitutes a "Renewal Date." The term of such Renewable Notea renewable note may be extended to the Interest Payment Dateinterest payment date
occurring in the twelfth month, or, if a Special
Election Intervalspecial election interval is specified
in the applicable pricing supplement, the last month in a period equal to twice
the Special Election Interval,special election interval elected by the holder after such Renewal Date, ifrenewal date.
Such an extension may be made on the holderinitial renewal date. That date will be the
interest payment date occurring in the sixth month, unless a special election
interval is specified in the applicable pricing supplement, prior to the initial
maturity date of a renewable note and on the interest payment date occurring in
each sixth month, or in the last month of each special election interval, after
such Renewable Note elects to extendinitial renewal date which, together with the term of
such Renewable Note or any portion as described below.initial renewal date,
constitutes a renewal date.
If a holder does not elect to extend the term of any portion of the
principal amount of a Renewable
Noterenewable note during the specified period prior to any
Renewal Date,renewal date, such portion will become due and payable on the Interest Payment Datenew maturity date.
Such new maturity date will be the interest payment date occurring in the sixth
month, or the last month in the Special Election Interval,special election interval, after such Renewal
Date (the "New Maturity Date").renewal
date.
A holder of a Renewable Noterenewable note may elect to renew the term of such Renewable
Note,renewable
note, or if so specified in the applicable pricing supplement, any portion of
such Renewable Note,renewable note, by delivering a notice to such effect to the Trusteetrustee or any
duly appointed paying agent at the corporate trust office of the Trusteetrustee or
agency of the Trusteetrustee in the City of New York.York City. Such notice shallwill be delivered not less
than 15 nor more than 30 days prior to such Renewal Date,renewal date, unless another period
is specified in the applicable pricing supplement as the "Special
Election Period."special election
period. Such election will be irrevocable and will be binding upon each
subsequent holder of such Renewable Note.renewable note.
An election to renew the term of a Renewable Noterenewable note may be exercised with respect tofor less
than the entire principal amount of such Renewable Noterenewable note only if so specified in
the applicable pricing supplement and only in such principal amount, or any
integral multiple in excess of such amount, asthat is specified in the applicable
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63
pricing supplement. NotwithstandingDespite the foregoing, the term of the Renewable Notesrenewable notes may
not be extended beyond the Stated Maturitystated maturity specified for such Renewable Notesrenewable notes in
the applicable pricing supplement.
If the holder does not elect to renew the term, such Renewable Noterenewable note must be
presented to the Trustee,trustee, or any duly appointed paying agent. If such Renewable
Noterenewable
note is a certificate issued in definitive form, it must be presented to the
Trusteetrustee as soon as practicable following receipt of such Renewable Note.renewable note. The
Trustee,trustee, or any duly appointed paying agent, shallwill issue in exchange for such
Note,note, in the name of such holder, a Note,note. The note will be in a principal amount
equal to the principal amount of such exchanged Renewable Noterenewable note for which no
election to renew such term was exercised, with terms identical to those
specified on such Renewable Note, except thatrenewable note. However, such Note shallnote will have a fixed,
nonrenewable Stated
Maturitystated maturity on the New Maturity Date.new maturity date.
If an election to renew is made with respect tofor less than the full principal amount of
a holder's Renewable Note,renewable note, the Trustee,trustee, or any duly appointed paying agent, shallwill
issue in exchange for such Notenote in the name of such holder, a replacement
Renewable Note,renewable note. The replacement renewable note will be in a principal amount
equal to the principal amount elected to be renewed of such exchanged Renewable Note,renewable
note, with terms otherwise identical to such exchanged Renewable Note.renewable note.
EXTENSION OF MATURITY
The pricing supplement relating to each Notenote will indicate whether
Citigroup has the option to extend the Stated Maturitystated maturity of such Notenote for an
"extensionextension period." Such an extension period is one or S-26
more periods of whole years from one to five
whole years, up to but not beyond the final maturity date (the
"Final Maturity") set forth in such
pricing supplement.
Citigroup may exercise such option with respect tofor a Notenote by notifying the Trusteetrustee for
such Notenote at least 45 but not more than 60 days prior to the old Stated Maturitystated maturity
of such Note.note. Not later than 40 days prior to the old Stated
Maturitystated maturity of such
Note,note, the Trusteetrustee for such Notenote will mail to the Holderholder of such Notenote an
"extensionextension notice," first class, postage prepaid. The extension notice will set
forth:
- the election of Citigroup to extend the Stated Maturitystated maturity of such Note;note;
- the new Stated Maturity;stated maturity;
- in the case of a Fixed Rate Note,fixed rate note, the interest rate applicable to the
extension period;
- in the case of a Floating Rate Note,floating rate note, the Spread, Spread Multiplierspread, spread multiplier or
method of calculation applicable to the extension period; and
- theany provisions if any, for redemption during the extension period, including the
date or dates on which, or the period or periods during which, and the
price or prices at which, such redemption may occur during the extension
period.
Upon the mailing by such Trusteetrustee of an extension notice to the holder of a
Note,note, the Stated Maturitystated maturity of such Note shallnote will be extended automatically, and,
except as modified by the extension notice and as described in the next
paragraph, such Notenote will have the same terms as prior to the mailing of such
extension notice. NotwithstandingDespite the foregoing, not later than 20 days prior to the old
Stated Maturitystated maturity of such Note,note, Citigroup may, at its option, revoke the interest
rate, inor the spread or spread multiplier, as the case of a Fixed Rate Note, or the Spread or Spread
Multiplier, in the case of a Floating Rate Note,may be, provided for in
the extension notice for such Notenote and establish for the extension period a
higher interest rate, in the case of a Fixed Rate Note,fixed rate note, or a higher Spreadspread or
Spread Multiplier,spread multiplier, in the case of a Floating Rate Note, for the extension period.floating rate note.
Citigroup may so act by causing the Trusteetrustee for such Notenote to mail notice of
such higher interest rate or higher Spreadspread or Spread Multiplier,spread multiplier, as the case may
be, first class, postage prepaid, to the holder of such Note.note. Such notice shallwill
be irrevocable. All Notes with
respect tonotes for which the Stated Maturitystated maturity is extended will bear
such higher interest rate, in the case of Fixed Rate Notes,fixed rate notes, or higher Spreadspread or
Spread Multiplier,spread multiplier, in the case of Floating Rate Notes,floating rate notes, for the extension period,
whether or not tendered for repayment.
If Citigroup extends the Stated Maturitystated maturity of a Note,note, the holder of such Notenote
will have the option to elect repayment of such Notenote by Citigroup on the old
Stated Maturitystated maturity at a price equal to the principal
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64
amount of such note, plus interest accrued to such date. In order for a Notenote to
be repaid on the old Stated Maturitystated maturity once Citigroup has extended its Stated Maturity,stated
maturity, the holder of such Notenote must follow the procedures set forth below
under "Optional Redemption, Repayment and Repurchase" for optional repayment.
The period for delivery of such Notenote or notification to the Trusteetrustee for such
Note shallnote will be at least 25 but not more than 35 days prior to the old Stated Maturity.stated
maturity. A holder who has tendered a Notenote for repayment pursuant to an
extension notice may give written notice to the Trusteetrustee for such Notenote to revoke
any such tender for repayment until the close of business on the tenth day
before the old Stated Maturity.stated maturity.
COMBINATION OF PROVISIONS
If so specified in the applicable pricing supplement, any Notenote may be
subjectrequired to comply with all of the provisions, or any combination of the
provisions, described above under "Subsequent Interest Periods," "Extension of
Maturity" and "Renewable Notes."
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BOOK-ENTRY SYSTEM
Upon issuance, and subject tounless the rules of the Depositary,DTC state otherwise, all Book-Entry
Notesbook-entry
notes having the same original issue date and otherwise identical terms will be
represented by a single global security. Each global security representing
Book-Entry Notesbook-entry notes will be deposited with, or on behalf of, the Depositary,DTC and registered in
the name of a nominee of the Depositary. Book-Entry NotesDTC. Book-entry notes will not be exchangeable for
Certificated Notescertificated notes and, except under the circumstances described in the
prospectus under "Description of Debt Securities--Global
Securities,"Book-Entry Procedures and Settlement," will not otherwise be
issuable as Certificated Notes.
The Depositary has advised Citigroup and the Agent of the following.
- The Depositary is a limited-purpose trust company organized under New York
Banking Law, a "banking organization" within the meaning of New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
- The Depositary was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes
in accounts of the participants, which eliminates the need for physical
movement of securities certificates.
- The Depositary's participants include securities brokers and dealers,
including the Agent, banks, trust companies, clearing corporations, and
certain other organizations, some of whom, and/or their representatives
own the Depositary.
- Access to the Depositary's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly.certificated notes.
If an issue of Notesnotes is denominated in a currency other than the U.S.
dollar, Citigroup will make payments of principal and any interest in the
foreign currency in which the Notesnotes are denominated or in U.S. dollars. The
DepositaryDTC has
elected to have all such payments of principal and interest in U.S. dollars
unless notified by any of its participants through which an interest in the
Notesnotes is held that it elects, in accordance with, and to the extent permitted
by, the applicable pricing supplement and the revelant Note,note, to receive such
payment of principal or interest in the foreign currency. On or prior to the
third business day after the record date for payment of interest and twelve days
prior to the date for payment of principal, such participant shallwill notify the DepositaryDTC of
(1) its election to receive all, or the specified portion, of such payment in
the foreign currency and (2) its instructions for wire transfer of such payment
to a foreign currency account.
A further description of the Depositary'sDTC's procedures with respect to Global
Securitiesregarding global securities
representing Book-Entry Notesbook-entry notes is set forth in the prospectus under "Description of Debt Securities--Global Securities."Book-Entry
Procedures and Settlement." The DepositaryDTC has confirmed to Citigroup, the Agentagent and the
Trusteetrustee that it intends to follow such procedures.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
The pricing supplement relating to each Notenote will indicate either that (1)
such Notenote cannot be redeemed prior to its Stated Maturitystated maturity or (2) that such Notenote
will be redeemable at the option of Citigroup, in whole or in part. The
applicable pricing supplement will also indicate (1) the "optionaloptional redemption
date"date or dates on which such Notenote may be redeemed and (2) the "redemption price"redemption price at
which, together with accrued interest to such optional redemption date, such
Notenote may be redeemed on each such optional redemption date.
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Unless otherwise specified in the applicable pricing supplement, at least
30 days prior to the date of redemption, such Trustee shalltrustee will mail notice of such
redemption, first class, postage prepaid, to the holder of such Note.note. Unless
otherwise specified in the applicable pricing supplement, Citigroup may exercise
such option with respectrelating to a redemption of a Notenote in part only by notifying the
Trusteetrustee for such Notenote at least 45 days prior to any optional redemption date. In
the event of redemption of a Notenote in part only, a new Notenote or Notesnotes for the
unredeemed portion of such Notenote or Notes shallnotes will be issued to the holder of such
Notenote or Notesnotes upon the cancellation of such Notenote or Notes.notes. The Notes,notes, other than
Amortizing Notes, willamortizing notes, may not be subject to any sinking fund.redeemed.
S-27
65
The pricing supplement relating to each Notenote will also indicate whether the
holder of such Notenote will have the option to elect repayment of such Notenote by
Citigroup prior to its Stated Maturity.stated maturity. If so, such pricing supplement will
specify (1) the "optionaloptional repayment date"date or dates on which such Notenote may be
repaid and (2) the "optionaloptional repayment price." Such optional repayment price is
the price at which, together with accrued interest to such optional repayment
date, such Notenote may be repaid on each such optional repayment date.
In order for a Notenote to be repaid, the Trusteetrustee for such Notenote must receive,
at least 30 but not more than 45 days prior to an optional repayment date:
(1) such Notenote with the form entitled "Option to Elect Repayment" on the
reverse of such Notenote duly completed; or
(2) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. (the "NASD") or a commercial bank or trust company in the United
States setting forth:
- the name of the holder of such Note;note;
- the principal amount of such Notenote to be repaid;
- the certificate number or a description of the tenor and terms of such
Note;note;
- a statement that the option to elect repayment is being exercised; and
- a guarantee that the Notenote to be repaid with the form entitled "Option
to Elect Repayment" on the reverse of the Notenote duly completed will be
received by such Trusteetrustee not later than five business days after the
date of such telegram, telex, facsimile transmission or letter.
If the guarantee procedure described in clause (2) above is followed, then
such Notenote and form duly completed must be received by such Trusteethe trustee by such fifth
business day. Any tender of a Notenote by the holder for repayment, except pursuant
to a reset notice or an extension notice, shallwill be irrevocable. The repayment
option may be exercised by the holder of a Notenote for less than the entire
principal amount of such Note,note, provided, that the principal amount of such Notenote
remaining outstanding after repayment is an authorized denomination. Upon such
partial repayment, such Note shallnote will be canceled and a new Notenote or Notesnotes for the
remaining principal amount shallwill be issued in the name of the holder of such
repaid Note.note.
If a Notenote is represented by a global security, the Depositary'sDTC's nominee will be the
holder of such Notenote and, therefore, will be the only entity that can exercise a
right to repayment. In order to ensure that the Depositary'sDTC's nominee will timely exercise a
right to repayment with respectrelating to a particular Note,note, the beneficial owner of such
Notenote must instruct the broker or other direct or indirect participant through
which it holds an interest in such Notenote to notify the DepositaryDTC of its desire to exercise
a right
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to repayment. Different firms have different cut-off times for accepting
instructions from their customers and, accordingly,customers. Accordingly, each beneficial owner should
consult the broker or other direct or indirect participant through which it
holds an interest in a Notenote in order to ascertain the cut-off time by which such
an instruction must be given in order for timely notice to be delivered to the
Depositary.
Notwithstanding anything in this prospectus supplement to the contrary, ifDTC.
If Citigroup redeems or repays a Notenote that is an OID Note,note other than an
Indexed Note, the amount payable on such Note
in the event of redemption or Citigroup repaymentindexed note prior to its Stated Maturity,
other than pursuant to an optional redemption bystated maturity, then Citigroup at a stated
redemption price, shall bewill pay the Amortized Face Amountamortized
face amount of such Notethe note as of the date of redemption or the daterepayment regardless of
repayment, as the case may be.anything else stated in this prospectus. The Amortized Face
Amountpreceding sentence does not apply
if Citigroup chooses to redeem such notes.
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66
The amortized face amount of a Notenote on any date shall bemeans the amount equal to (1)to:
- the Issue Priceissue price set forth on the face of the applicable pricing
supplement plus
(2)- that portion of the difference between such Issue Pricethe issue price and the stated
principal amount of such Notethe note that has accrued by suchthat date at
(a)(1) the Bond Yieldbond yield to Maturitymaturity set forth on the face of the applicable
pricing supplement, or
(b)(2) if so specified in the applicable pricing supplement, the Bond Yieldbond yield
to Callcall set forth on the face of the Note. Suchnote.
These computations shallwill be made in accordance with generally accepted United
States bond yield computation principles. However, in no event
shall the Amortized Face Amountamortized face amount of
a Notenote will never exceed its stated principal amount. The Bond Yieldbond yield to Callcall
listed on the face of a pricing supplement shallwill be computed on the basis ofof:
- the first occurring optional redemption date with respect to such Notenote
and
- the amount payable on such optional redemption date.
In the event that any such Notenote is not redeemed on such first occurring optional
redemption date, the Bond Yieldbond yield to Call with respectcall that applies to such Note shallnote will be
recomputed on such optional redemption date on the basis of (1) the next
occurring optional redemption date and (2) the amount payable on such optional
redemption date. The Bond Yieldbond yield to Call shallcall will continue to be so recomputed on
each succeeding optional redemption date until the Notenote is so redeemed.
Citigroup may at any time purchase Notesnotes at any price in the open market or
otherwise. Notes so purchased by Citigroup may, at the discretion of Citigroup,
be held, or resold or surrendered to the Trusteetrustee for such Notesnotes for cancellation.
OTHER PROVISIONS
AnyThe terms in the applicable pricing supplement may modify any provisions
with respect to (1)relating to:
- the determination of an interest rate basis, (2)basis;
- the specification of an interest rate basis, (3)basis;
- calculation of the interest rate applicable to, or the principal payable
at maturity on, any Note,
(4) itsnote;
- interest payment datesdates; or
(5)- any other related matters may be modified
by the terms as specified in the applicable pricing supplement.matters.
DEFEASANCE
The defeasance provisions described in the prospectus will not be
applicable to the Notes.
S-30notes except as set forth in the applicable prospectus
supplement.
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CERTAIN67
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
INTRODUCTION
The following is a summary of certainthe material United States federal income tax
considerations that may be relevant to a holder of a Note.note. The summary is based
on laws, regulations, rulingson:
- laws;
- regulations;
- rulings; and
- decisions now in effect,
all of which are
subject tomay change, possibly with retroactive effect. This summary deals
only with holders that will hold Notesnotes as capital assets. This summary does not
address tax considerations applicable to investors that may be subject to whom special tax rules including, without limitation, banks,may
apply, including:
- banks;
- tax-exempt entities,entities;
- insurance companies,companies;
- regulated investment companies,companies;
- common trust funds orfunds;
- dealers in securities or currencies,currencies;
- persons that will hold Notesnotes as a part of an integrated investment,
including a "straddle"straddle or "conversionconversion transaction," comprised of a Notenote and
one or more other positionspositions; or
persons- United States holders (as defined below) that have a "functional currency"functional currency
other than the U.S. dollar.
Any special United States federal income tax considerations relevant to a
particular issue of Notes,notes, including any Indexed Notes,indexed notes, dual currency Notesnotes or
Notesnotes providing for contingent payments, will be provided in the applicable
pricing supplement. Purchasers of such Notesnotes should carefully examine the
applicable pricing supplement and should consult with their tax advisors with
respect to such Notes.notes.
Investors should consult their tax advisors in determining the tax
consequences to them of holding Notes,notes, including the application to their
particular situation of the United States federal income tax considerations
discussed below, as well as the application of state, local, foreign or other
tax laws.
As used in this prospectus supplement, the term "UnitedUnited States holder"holder means
a person who is
(1)- a citizen or resident of the United States, (2)States;
- a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision or (3)subdivision;
- an estate, the
income of which is subject toif United States federal income taxation is applicable to the
income of such estate regardless of its sourcesource; or
- a trust if (a) a U.S. court is able to exercise primary supervision over the
trust's administration and (b) one or more United States persons have the
authority to control all of the trust's substantial decisions.
The term "United States"non-United States holder means a holder who is not a United States
holder. The term United States means the United States of America, including the
Statesfifty states and the District of Columbia.
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68
UNITED STATES HOLDERS
PAYMENTS OF INTEREST
Payments of "qualifiedInterest
Payments of qualified stated interest," as defined below under "Original
Issue Discount," on a Notenote will be taxable to a United States holder as ordinary
interest income at the time that such payments are accrued or are received, (inin
accordance with the United States holder's method of tax accounting).accounting.
If such payments of interest are made with respectrelating to a Notenote that is
denominated in a foreign currency, the amount of interest income realized by a
United States holder that uses the cash method of tax accounting will be the
U.S. dollar value of the specified currency payment based on the spot rate of
exchange on the date of receipt regardless of whether the payment in fact is
converted into U.S. dollars. A United States holder that uses the accrual method
of tax accounting will accrue interest income on the foreign currency Notenote in
the relevant foreign currency and translate the amount accrued into U.S. dollars
based onon:
- the average exchange rate in effect during the interest accrual period,
or portion thereof within such holder's taxable year,year; or
- at such holder's election, at the spot rate of exchange on (1) the last
day of the accrual period, or the last day of the taxable year within
such accrual period if the accrual period spans more than one taxable
year, or (2) the date of receipt, if such date is within five business
days of the last day of the accrual period.
Such election must be applied consistently by the United States holder to all
debt instruments from year to year and can be changed only with the consent of
the Internal Revenue
Service (the "IRS").IRS. A United States holder that uses the accrual method of tax accounting
will recognize foreign currency gain or loss, which will be treated as ordinary
income or loss, on the receipt of an interest payment made with
respectrelating to a foreign
currency Notenote if the spot rate of exchange on the date the payment is received
differs from the rate applicable to a previous accrual of that interest income.
S-31
PURCHASE, SALE AND RETIREMENT OF NOTESPurchase, Sale and Retirement of Notes
A United States holder's tax basis in a Notenote generally will equal the cost
of such Notenote to such holder
(1) increased by any amounts includible in income by the holder as original issue discount ("OID")OID and
market discount and
(2) reduced by any amortized premium (each as described below) and any payments other than payments
of qualified stated interest (as(each as described below) made on such
Note.note.
In the case of a foreign currency Note,note, the cost of such Notenote to a United
States holder will generally be the U.S. dollar value of the foreign currency
purchase price on the date of purchase. In the case of a foreign currency Notenote
that is traded on an established securities market, a United States holder that
uses the cash method of tax accounting, (and,and, if it so elects, a United States
holder that uses the accrual method of tax accounting)accounting, will determine the U.S.
dollar value of the cost of such Notenote by translating the amount paid at the spot
rate of exchange on the settlement date of the purchase. The amount of any
subsequent adjustments to a United States holder's tax basis in a foreign
currency Notenote in respect of OID, market discount and premium denominated in a
specified currency other than the U.S. dollar will be determined in the manner
described under "Original Issue Discount," "Market Discount" and "Notes
Purchased at a Premium" below. The conversion of U.S. dollars to another
specified currency and the immediate use of such specified currency to purchase
a foreign currency Notenote generally will not result in taxable gain or loss for a
United States holder.
Upon the sale, exchange, retirement or retirement (collectively, a "disposition")other taxable disposition of a Note,note,
a United States holder generally will recognize gain or loss equal to the
difference between (1) the amount realized on the disposition, (lessless any accrued
qualified stated interest, which will be taxable as ordinary income)income, and (2) the
United States holder's adjusted tax basis in such Note.note. If a United States
holder receives a specified currency other than the U.S. dollar in respect of
thesuch disposition of a Note,note, the amount realized will be the U.S. dollar value of
the specified currency received calculated at the spot rate of exchange on the
date of disposition.
S-31
69
In the case of a foreign currency Notenote that is traded on an established
securities market, a United States holder that uses the cash method of tax
accounting, and if it so elects, a United States holder that uses the accrual
method of tax accounting, will determine the U.S. dollar value of the amount
realized by translating such amount at the spot rate of exchange on the
settlement date of the disposition. The election available to accrual basis
United States holders in respect of the purchase and sale of foreign currency
Notesnotes traded on an established securities market, discussed above, must be
applied consistently by the United States holder to all debt instruments from
year to year and can be changed only with the consent of the IRS.
Except as discussed below in connection with respect to market discount, Short-Term Notes
(as defined below) and foreign currency gain or loss,
market discount and short-term notes, gain or loss recognized by a United States
holder on the sale, exchange, retirement or other taxable disposition of a note
will generally be long term capital gain or loss if the United States holder's
holding period for the Notenote exceeded one year at the time of such disposition.
Gain or loss recognized by a United States holder on the sale, exchange,
retirement or other taxable disposition of a foreign currency Notenote generally
will be treated as ordinary income or loss to the extent that the gain or loss
is attributable to changes in exchange rates during the period in which the
holder held such Note.
ORIGINAL ISSUE DISCOUNTnote.
Original Issue Discount
In General. Notes with a term greater than one year may be issued with OID
for United States federal income tax purposes ("purposes. Such notes are called OID Notes"). For United States
federal income tax purposes,notes
in this prospectus supplement. United States holders generally must accrue OID
in gross income over the term of the OID Notesnotes on a constant yield basis,
regardless of their regular method of tax accounting. As a result, United States
holders generally will recognize taxable income in respect of an OID Notenote in
advance of the receipt of cash attributable to such income.
OID generally will arise if the "stated redemption price at maturity" of the
Note exceeds its "issue price" by more than a DE MINIMIS amount (0.25% of the
Note's stated redemption price at maturity S-32
of the
note exceeds its issue price by more than a de minimis amount of 0.25% of the
note's stated redemption price at maturity multiplied by the number of complete
years to maturity), ormaturity. OID may also arise if a Notenote has certainparticular interest payment
characteristics, (e.g.,such as interest holidays, interest payable in additional
securities or stepped interest).interest. For this purpose, the "issue price"issue price of a Notenote is
the first price at which a substantial amount of Notesnotes is sold for cash, (otherother
than to bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters, placement agents or wholesalers), and the "statedwholesalers. The stated redemption
price at maturity"maturity of a Notenote is the sum of all payments due under the Note,note, other
than payments of "qualifiedqualified stated interest." The term "qualifiedqualified stated interest"interest
generally means stated interest that is unconditionally payable in cash or
property, (otherother than debt instruments of the issuer)issuer, at least annually during
the entire term of the OID Notenote at a single fixed rate of interest or, subject to certainunder
particular conditions, based on one or more interest indices.
For each taxable year of a United States holder, the amount of OID that
must be included in gross income in respect of an OID Notenote will be the sum of
the daily portions of OID for each day during such taxable year (oror any portion
thereof)of such taxable year in which such a United States holder held the OID Note.note.
Such daily portions are determined by allocating to each day in an accrual
period a pro rata portion of the OID allocable to that accrual period. Accrual
periods may be of any length and may vary in length over the term of an OID
Note, provided that
suchnote. However, accrual period is noperiods may not be longer than one year and each
scheduled payment of principal or interest occursmust occur on the first day or the
final day of sucha period.
The amount of OID allocable to any accrual period generally will equal (1)
the product of the OID Note's "adjustednote's adjusted issue price"price at the beginning of such
accrual period multiplied by its yield to maturity (determined on the basis of
compounding at the close of each accrual period and properly(as adjusted forto take into
account the length of thesuch accrual period) and subtracting from that product, less (2) the amount, (if
any)if any, of
qualified stated interest allocable to that accrual period. The "adjustedadjusted issue
price"price of an OID Notenote at the beginning of any accrual period will equal the issue
price of the OID Note,note, as defined above, (1) increased by previously accrued OID
from prior accrual periods, and (2) reduced by any payment made on such Note (othernote,
other than payments of qualified stated interest)interest, on or before the first day of
the accrual period.
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70
Foreign Currency Notes. In the case of an OID Notenote that is also a foreign
currency Note,note, a United States holder should determine the U.S. dollar amount
includible in income as OID for each accrual period by
(a)- calculating the amount of OID allocable to each accrual period in the
specified currency using the constant-yield method described above and
(b)- translating the amount of the specified currency so derived at the
average exchange rate in effect during that accrual period, (oror portion thereofof
such accrual period within a United States holder's taxable year)year, or, at
the United States holder's election (as described above under "Payments
of Interest"), at the spot rate of exchange on (1) the last day of the
accrual period, (oror the last day of the taxable year within such accrual
period if the accrual period spans more than one taxable year),year, or (2) on
the date of receipt, if such date is within five business days of the
last day of the accrual period.
All payments on an OID Note (othernote, other than payments of qualified stated interest)interest,
will generally be viewed first as payments of previously accrued OID, (toto the
extent thereof),thereof, with payments attributed first to the earliest accrued OID, and
then as payments of principal. Upon the receipt of an amount attributable to
OID, (whetherwhether in connection with a payment of an amount that is not qualified
stated interest or the disposition of the OID Note),note, a United States holder will
recognize ordinary income or loss measured by the difference between (1) the
amount received (translatedand (2) the amount accrued. The amount received will be
translated into U.S. dollars at the spot rate of exchange on the date of receipt
or on the date of disposition of the OID Note, as the case may be)
and thenote. The amount accrued (usingwill be
determined by using the spot rate of exchange applicable to such previous
accrual).accrual.
Acquisition Premium. A United States holder that purchases an OID Notenote for
an amount less than or equal to the sum of all amounts payable on the OID Note
after the purchase date other than payments of qualified stated interest (the
"remainingremaining redemption amount")amount, but in excess
of the OID Note'snote's adjusted issue price, (any such excess being "acquisition premium") generally is permitted to reduce the
daily portions of OID by a fraction, thefraction. The numerator of whichsuch fraction is the
excess of the United
S-33
States holder's adjusted tax basis in the OID Notenote
immediately after its purchase over the OID Note'snote's adjusted issue price, and theprice. The
denominator of whichsuch fraction is the excess of the remaining redemption amount
over the OID Note'snote's adjusted issue price. CertainFor purposes of this prospectus
supplement,
(1) "acquisition premium" means the excess of the Notespurchase price paid by a
non-United States holder for an OID note over the OID note's adjusted
issue price; and
(2) "remaining redemption amount" means the sum of all amounts payable on
an OID note after the purchase date other than payments of qualified
stated interest.
The notes may be subject tohave special redemption, repayment or interest rate reset
features, as indicated in the applicable pricing supplement. Notes containing
such features, in particular OID Notes,notes, may be subject to special rules that
differ from the general rules discussed above. Accordingly, purchasers of Notesnotes
with such features should carefully examine the applicable pricing supplement
and should consult their tax advisors with respectrelating to such Notes.
MARKET DISCOUNTnotes.
Market Discount
If a United States holder purchases a Note,note, other than a Short-Term Note (as
described below),short-term note,
for an amount that is less than the Note'snote's stated redemption price at maturity
or, in the case of an OID Note,note, for an amount that is less than the Note's "revisednote's
revised issue price" (I.E.price, i.e., the Note'snote's issue price increased by the amount of
accrued OID),OID, the Notenote will be considered to have "marketmarket discount." The market
discount rules are subject to a DE MINIMISde minimis rule similar to the rule relating to
DE MINIMISde minimis OID, described above.above (in the second paragraph under "Original Issue
Discount"). Any gain recognized by the United States holder on the sale,
exchange, retirement or other taxable disposition of Notesnotes having market
discount generally will be treated as ordinary income to the extent of the
market discount that accrued on the Notenote while held by such United States
holder.
Alternatively, the United States holder may elect to include market
discount in income currently over the life of the Note.note. Such an election will
apply to market discount Notesnotes acquired by the United States
S-33
71
holder on or after the first day of the first taxable year to which such
election applies and is revocable only with the consent of the IRS. Market
discount will accrue on a straight-line basis unless the United States holder
elects to accrue the market discount on a constant-yield method. Such an
election will apply to the Notenote to which it is made and is irrevocable. Unless
the United States holder elects to include market discount in income on a
current basis, as described above, the United States holder could be required to
defer the deduction of a portion of the interest paid on any indebtedness
incurred or maintained to purchase or carry the Note.note.
Market discount on a foreign currency Notenote will be accrued by a United
States holder in the specified currency. The amount includible in income by a
United States holder in respect of such accrued market discount will be the U.S.
dollar value of the amount accrued,accrued. This is generally calculated at the spot
rate of exchange on the date that the Notenote is disposed of by the United States
holder. Any accrued market discount on a foreign currency Notenote that is currently
includible in income will be translated into U.S. dollars at the average
exchange rate for the accrual period (oror portion thereofof such accrual period within
the United States holder's taxable year).
SHORT-TERM NOTESyear.
Short-Term Notes
The rules set forth above also will generally apply to Notesnotes having
maturities of not more than one year from the date of issuance ("Short-Term
Notes"), but with certain modifications.issuance. Those notes are
called short-term notes in this prospectus supplement. Modifications apply to
these general rules.
First, none of the interest on a Short-Term Noteshort-term note is treated as qualified
stated interest but instead is treated as part of the Short-Term Note'sshort-term note's stated
redemption price at maturity, thereby giving rise to OID. Thus, all Short-Term
Notesshort-term
notes will be OID Notes.notes. OID will be treated as accruing on a Short-Term Noteshort-term note
ratably, or at the election of a United States holder, under a constant yield
method.
Second, a United States holder of a Short-Term Noteshort-term note that uses the cash
method of tax accounting will generally not be required to include OID in
respect of the Short-Term Noteshort-term note in income on a current basis. Such a United
States holder may not be allowed to deduct all of the interest paid or accrued
on any indebtedness incurred or maintained to purchase or carry such Notenote until
the maturity of the Notenote or its earlier disposition in a taxable transaction. In
addition, such a United States holder will be required to treat any gain
realized on a disposition of the Notenote as ordinary income to the extent of the
holder's accrued OID with respect toon the Note. Notwithstanding the foregoing, anote. A United States holder S-34
of a Short-Term Noteshort-term note
using the cash method of tax accounting may, however, elect to accrue OID into
income on a current basis (in whichbasis. In such case, the limitation on the deductibility of
interest described above will not apply).apply. A United States holder using the
accrual method of tax accounting, generally will be required to include OID on a
Short-Term Noteshort-term note in income on a current basis.
Third, any United States holder of a Short-Term Note (whethershort-term note, whether using the
cash or accrual method of tax accounting)accounting can elect to accrue the "acquisitionacquisition
discount," if any, with respect toon the Notenote on a current basis. If such an election is made,
the OID rules will not apply to the Note. "Acquisition
discount"note. Acquisition discount is the excess of
the Note'snote's stated redemption price at maturity over the holder's purchase price
for the Note.note. Acquisition discount will be treated as accruing ratably or, at
the election of the United States holder, under a constant-yield method based on
daily compounding.
As described above, certain of the Notesnotes may be subject tohave special redemption features. These
features may affect the determination of whether a Notenote has a maturity of not
more than one year and thus is a Short-Term Note.short-term note. Purchasers of Notesnotes with such
features should carefully examine the applicable pricing supplement and should
consult their tax advisors with respectin relation to such features.
NOTES PURCHASED AT A PREMIUMNotes Purchased at a Premium
A United States holder that purchases a Notenote for an amount in excess of the
remaining redemption amount will be considered to have purchased the Notenote at a
premium.premium and the OID rules will not apply to such holder. Such holder may elect
to amortize such premium, (asas an offset to interest income),income, using a
S-34
72
constant-yield method, over the remaining term of the Note.note. Such election, once
made, generally applies to all debt instruments held or subsequently acquired by
the United States holder on or after the first taxable year to which the
election applies andapplies. Such election may be revoked only with the consent of the IRS.
A United States holder that elects to amortize such premium must reduce its tax
basis in a Notenote by the amount of the premium amortized during its holding
period. With respect toFor a United States holder that does not elect to amortize bond premium,
the amount of such premium will be included in the United States holder's tax
basis when the Notenote matures or is disposed of by the United States holder.
Therefore, a United States holder that does not elect to amortize premium and
holds the note to maturity will generally be required to treat the premium as
capital loss when the note matures.
Amortizable bond premium in respect of a foreign currency Notenote will be
computed in the specified currency and will reduce interest income in the
specified currency. At the time amortized bond premium offsets interest income,
exchange gain or loss, which will be taxable as ordinary income or loss, will be
realized with respect toon the amortized bond premium on such Notenote based on the difference
between (1) the spot rate of exchange on the date or dates such premium is
recovered through interest payments on the Notenote and (2) the spot rate of
exchange on the date on which the United States holder acquired the Note.note. See
"Original Issue Discount--Acquisition Premium,"Discount -- Acquisition Premium" above for a Notediscussion of the
treatment of a note purchased for an amount less than or equal to the remaining
redemption amount but in excess of the Note'snote's adjusted issue price.
INFORMATION REPORTING AND BACKUP WITHHOLDINGInformation Reporting and Backup Withholding
The Trusteetrustee will be required to file information returns with the IRS
with
respectrelating to payments made to certainparticular United States holders of Notes.notes. In
addition,
certain United States holders may be subject to a 31 percent backup
withholding tax in respect ofon such payments if they do not provide their taxpayer
identification numbers to the Trustee.trustee in the manner required, fail to certify
that they are not subject to backup withholding tax, or otherwise fail to comply
with applicable backup withholding tax rules. United States holders may also be
subject to information reporting and backup withholding tax with respect to the
proceeds from a sale, exchange, retirement or other taxable disposition of the
notes.
NON-UNITED STATES HOLDERS
Under current United States federal income tax law:
(a) payment on a Note to
a holder who is not a United States holder (a "non-United States holder") will
not be subject to- withholding of United States federal income tax will not apply to a
payment on a note to a non-United States holder, provided that,
(1) the holder does not actually or constructively own 10 percent or
more of the combined voting power of all classes of stock of
Citigroup and is not a controlled foreign corporation related to
Citigroup through stock ownership and
(2) the beneficial owner provides a statement signed under penalties of
perjury that includes its name and address and certifies that it is
S-35
a non-United States holder in compliance with applicable
requirements, (or,or, with respect to payments made after December 31,
1999,2000, satisfies certain documentary evidence requirements for establishing
that it is a non-United States holder);
(b)holder; and
- a non-United States holder will not be subject to United States federal
income tax on gain realized on the sale, exchange, retirement or other
taxable disposition of a note, unless, in the Note. Notwithstandingcase of an individual, such
holder is present in the United States for 183 days or more in the
taxable year of the retirement or disposition and certain other
conditions are met.
Despite the above, a Non-Unitednon-United States holder that is subject to United States
federal income taxation on a net income basis generally will be subject totaxable under
the same rules to whichthat govern the taxation of a United States holder is subject with respect toreceiving or
accruing interest
payments on a Note and with respect tonote or realizing or recognizing gain or loss realizedon the
sale, exchange, retirement or recognized on
theother taxable disposition of a Note.note. Special rules
might also apply to a Non-Unitednon-United
S-35
73
States holder that is a qualified resident of a country with which the United
States has an income tax treaty.
United States information reporting requirements and backup withholding tax
will not apply to payments on a Notenote if the beneficial owner (1) certifies its
non-U.S. status under penalties of perjury (or, with respect toand, for payments made after December
31, 1999,2000, also satisfies certain documentary evidence requirements for establishing that
it is a non-United States holder)person, or (2) otherwise establishes an exemption.
Information reporting requirements and backup withholding tax will not
apply to any payment of the proceeds of the sale of a Notenote effected outside the
United States by a foreign office of a foreign "broker" (as defined in
applicable Treasury regulations),broker, provided that such broker
(1)- derives less than 50% of its gross income for certainparticular periods from the
conduct of a trade or business in the United States, (2)States;
- is not a controlled foreign corporation for United States federal income
tax purposespurposes; and
(3) with respect to- for payments made after December 31, 1999,2000, is not a foreign partnership
that, at any time during its taxable year is 50% or more, (byby income or
capital interest)interest, owned by United States holders or is engaged in the
conduct of a U.S. trade or business.
PaymentBackup withholding tax will also not apply to the payment of the proceeds
of the sale of a Notenote effected outside the United States by a foreign office of
any other broker will not be subject to backup withholding
tax, but will be subject toforeign broker. However, information reporting requirements will be
applicable to such payment unless (1) such broker has documentary evidence in
its records that the beneficial owner is a non-United States person and certain other
conditions are met or (2) the beneficial owner otherwise establishes an
exemption.
PaymentInformation reporting requirements and backup withholding tax will apply to
the payment of the proceeds of a sale of a Notenote by the U.S. office of a broker,
will be subject to information reporting
requirements and backup withholding tax unless the beneficial owner certifies its non-U.S. person status under penalties
of perjury or otherwise establishes an exemption.
The U.S. Treasury Department recently issued final Treasury regulations governing
information reporting and the certification procedures regarding withholding and
backup withholding on certain amounts paid to non-United States persons after December
31, 1999.2000. Such regulations, among other things, may change the certification
procedures relating to the receipt by intermediaries of payments on behalf of a
beneficial owner of a Note.note. Prospective investors should consult their tax
advisors regarding the effect, if any, of such new Treasury regulations on an
investment in the Notes.
With respect tonotes.
For payments made after December 31, 1999,2000, for purposes of applying the
above rules set forth in the three preceding paragraphsfor non-United States holders to an entity that is treated as
fiscally transparent, (e.g.e.g., a partnership or certain trusts) for
United States federal income tax purposes,trust, the beneficial owner means
each of the ultimate beneficial owners of the entity.
S-36
74
PLAN OF DISTRIBUTION
The Notesnotes are being offered on a continuous basis by Citigroup through
Salomon Smith Barney Inc. ("Salomon Smith Barney"), as agent (the "Agent").agent. The Agentagent has agreed to use its reasonable
efforts to solicit orders to purchase Notes, pursuant tonotes. The agent and Citigroup will sign a
distribution agreement between Citigroup and the Agent.agreement. A form of distribution agreement has been filed as an
exhibit to the registration statement of which this prospectus supplement forms
a part. Citigroup will have the sole right to accept orders to purchase Notesnotes
and may reject proposed purchases in whole or in part. The Agent shallagent will have the
right in its discretion
reasonably exercised and without notice to Citigroup, to reject any proposed purchase of Notes in whole or in part. Citigroup reserves
the right to withdraw, cancel or modify the offer made by this prospectus
supplement, the accompanying prospectus or any pricing supplement without
notice.
Citigroup will payThe following table summarizes the Agent a commission of from not more than .125% to not more than 3.000%aggregate commissions or discounts
payable in connection with offerings of the principal amount of Notes sold through it,notes. Commissions and discounts
will vary depending upon the Stated Maturity.stated maturity of the notes.
PUBLIC AGENT'S PROCEEDS, BEFORE
OFFERING DISCOUNTS EXPENSES, TO
PRICE AND COMMISSIONS CITIGROUP
-------- --------------- ----------------
Principal Amount......... $8,900,000,000 $11,125,000-$89,000,000 $8,811,000,000-$8,888,875,000
Total.................... 100% .125%-1% 99.875%-99.000%
Citigroup may also sell Notesnotes at a discount to the Agentagent for its own
account or for resale to one or more purchasers at varying prices related to
prevailing market prices at (1) the time of resale or (2) if set forth in the applicable
pricing supplement, at a fixed public offering price, as determined by the
Agent.price. After any initial
public offering of Notesnotes to be resold to purchasers at a fixed public offering
price, the public offering price and any concession or discount may be changed.
In addition, the Agentagent may offer and sell Notesnotes purchased by it as principal to
other dealers. Such NotesThese notes may be sold at a discount which, unless otherwise
specified in the applicable pricing supplement, will not exceed the discount to
be received by the Agent from Citigroup.agent.
Notes sold by the Agentagent to a dealer may be sold at a discount and, unless
otherwise specified in the applicable pricing supplement, suchthe discount allowed
will not be in excess ofexceed the discount received by the Agentagent from Citigroup. Unless
otherwise specified in the applicable pricing supplement, any Notenote purchased by
the Agentagent as principal will be purchased at 100% of the principal amount or face
amount less a percentage equal to the commission applicable to an agency sale of
a Notenote of identical maturity. Citigroup reserves the right to sell Notesnotes
directly to investors on its own behalf and to enter into agreements similar to
the distribution agreement with other parties. No commission will be payable nor
will a discount be allowed on any sales made directly by Citigroup.
No Notenote will have an established trading market when issued. Unless
otherwise specified in the applicable pricing supplement, the Notesnotes will not be
listed on any securities exchange. The Agentagent may make a market in the Notes,notes, but
the Agentagent is not obligated to do so and the Agentso. The agent may discontinue any market-making
at any time without notice, at its sole discretion. There can be no assurance of
the existence or liquidity of a secondary market for any Notes,notes, or that the
maximum amount of Notesnotes will be sold.
Citigroup estimates that its total expenses for the offering, excluding
underwriting commissions or discounts, will be approximately $5,180,000.
The Agent,agent, whether acting as agent or principal, may be deemed to be an
"underwriter"underwriter within the meaning of the Securities Act of 1933, as amended.1933. Citigroup has
agreed to indemnify the Agentagent against certain liabilities including liabilities under the Securities Act,relating to material
misstatements and omissions, or to contribute to payments that such Agentthe agent may be
required to make with respectrelating to suchthese liabilities. Citigroup will reimburse the
Agentagent for certaincustomary legal and other expenses, incurred by it in connection with
the offer and sale of the Notes.notes.
Unless otherwise specified in the applicable pricing supplement, payment of
the purchase price of the Notesnotes will be required to be made in immediately
available funds in New York City on the date of settlement.
S-37
75
Concurrently with the offering of Notesnotes through the Agentagent as described in
this prospectus supplement, the CompanyCitigroup may issue other securities pursuant tounder the
indenture referred to in the prospectus.
The broker-dealer subsidiaries of Citigroup, including Salomon Smith
Barney, are members of the NASD and may participate in offerings of the Notes.notes.
Accordingly, offerings of the Notesnotes in which
S-37
Citigroup's broker-dealer
subsidiaries participate will conform with the requirements set forth in Rule
2720 of the Conduct Rules of the NASD.
This prospectus supplement, the accompanying prospectus and the related
pricing supplement may be used by the Agentagent or other affiliates of Citigroup in
connection with offers and sales of the Notesnotes offered by this prospectus
supplement in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. The Agentagent or suchthese other
affiliates may act as principal or agent in such transactions.
LEGAL MATTERS
The validity of the Notes will be passed upon for Citigroup by Stephanie B. Mudick, Esq., Deputy General Counsel-Corporate LawCounsel and an Assistant
Secretary of Citigroup, 153 East 53(rd)53rd Street, New York, New York 10043.10043, will act
as legal counsel to Citigroup. Ms. Mudick General Counsel-Corporate Law and
Assistant Secretary of Citigroup, beneficially owns, or has rights to
acquire under Citigroup's employee benefit plans, an aggregate of less than 1%
of Citigroup's common stock. Certain legal matters will be passed upon for the
Agent by Dewey Ballantine LLP, New York, New York.York, will act
as legal counsel for the agent. Dewey Ballantine LLP has from time to time acted
as counsel for Citigroup and certain of its subsidiaries and may do so in the future. A
member of Dewey Ballantine LLP participating in this matter is the beneficial
owner of an aggregate of less than 1% of Citigroup's common stock.
S-38
INDEX OF DEFINED TERMS
DEFINED TERM PAGE DEFINED
- ---------------------------------------------------------------------------------------------------- ---------------
30 over 360......................................................................................... S-10
Accrue to Pay....................................................................................... S-10
Acquisition Discount................................................................................ S-35
Acquisition Premium................................................................................. S-33
Actual over 360..................................................................................... S-13
Actual over Actual.................................................................................. S-13
Adjusted Issue Price................................................................................ S-33
Agent............................................................................................... S-37
Amortizing Note..................................................................................... S-7
Amortizing Notes.................................................................................... S-24
Base Rate........................................................................................... S-10
Basis Point......................................................................................... S-10
Book-Entry Note..................................................................................... S-6
Bp.................................................................................................. S-10
Business Day........................................................................................ S-8
Calculation Date.................................................................................... S-11
CD Rate............................................................................................. S-14
CD Rate Determination Date.......................................................................... S-14
CD Rate Note........................................................................................ S-11
Certificated Note................................................................................... S-7
Citigroup........................................................................................... S-3
CMT Rate............................................................................................ S-20
Code................................................................................................ S-21
Commercial Paper Rate............................................................................... S-15
Commercial Paper Rate Determination Date............................................................ S-12
Commercial Paper Rate Note.......................................................................... S-11
Constant Maturity................................................................................... S-17
Constant Maturity Treasury Rate Determination Date.................................................. S-20
Depositary.......................................................................................... S-6
Designated CMT Maturity Index....................................................................... S-20
Designated CMT Telerate Page........................................................................ S-19
Designated Exchange Rate............................................................................ S-25
Designated LIBOR Page............................................................................... S-16
Disposition......................................................................................... S-32
Dual Currency Notes................................................................................. S-25
Eleventh District Cost of Funds Rate................................................................ S-22
Eleventh District Cost of Funds Rate Determination Date............................................. S-22
Eleventh District Cost of Funds Rate Index.......................................................... S-22
Eleventh District Cost of Funds Rate Note........................................................... S-11
Extension Notice.................................................................................... S-27
Extension Period.................................................................................... S-26
Face Amount......................................................................................... S-24
Federal Funds Rate.................................................................................. S-16
Federal Funds Rate Determination Date............................................................... S-16
Federal Funds Rate Note............................................................................. S-11
FHLB of San Francisco............................................................................... S-22
Final Maturity...................................................................................... S-26
Fixed Rate Note..................................................................................... S-7
S-39
DEFINED TERM PAGE DEFINED
- ---------------------------------------------------------------------------------------------------- ---------------
Floating Rate Note.................................................................................. S-7
Foreign Currency Notes.............................................................................. S-3
H.15(519)........................................................................................... S-11
H.15 Daily Update................................................................................... S-11
Index............................................................................................... S-24
Index Maturity...................................................................................... S-11
Indexed Note........................................................................................ S-7
Indexed Principal Note.............................................................................. S-24
Indexed Rate Note................................................................................... S-24
Initial Interest Period............................................................................. S-10
Initial Maturity Date............................................................................... S-26
Initial Renewal Date................................................................................ S-26
Interest Payment Date............................................................................... S-10
Interest Periods.................................................................................... S-10
Interest Reset Date................................................................................. S-12
Interest Reset Period............................................................................... S-10
Inverse Floating Rate Note.......................................................................... S-22
IRS................................................................................................. S-31
Issue Price......................................................................................... S-7
J.J. Kenny Rate..................................................................................... S-21
J.J. Kenny Rate Determination Date.................................................................. S-21
J.J. Kenny Rate Note................................................................................ S-11
LIBOR............................................................................................... S-16
LIBOR Determination Date............................................................................ S-16
LIBOR Note.......................................................................................... S-11
London Business Day................................................................................. S-8
Market Discount..................................................................................... S-34
Market Exchange Rate................................................................................ S-6
Maximum Interest Rate............................................................................... S-11
Minimum Interest Rate............................................................................... S-11
Money Market Yield.................................................................................. S-15
NASD................................................................................................ S-29
New Maturity Date................................................................................... S-26
Non-United States Holder............................................................................ S-35
Notes............................................................................................... S-6
OID................................................................................................. S-32
OID Notes........................................................................................... S-32
Option Election Date................................................................................ S-25
Optional Payment Currency........................................................................... S-25
Optional Redemption Date............................................................................ S-29
Optional Repayment Date............................................................................. S-29
Optional Repayment Price............................................................................ S-29
Optional Reset Date................................................................................. S-23
Original Issue Date................................................................................. S-7
Prime Rate.......................................................................................... S-20
Prime Rate Determination Date....................................................................... S-20
Prime Rate Note..................................................................................... S-11
Principal Financial Center.......................................................................... S-9
Qualified Stated Interest........................................................................... S-31
Rate Determination Date............................................................................. S-12
S-40
DEFINED TERM PAGE DEFINED
- ---------------------------------------------------------------------------------------------------- ---------------
Redemption Price.................................................................................... S-28
Remaining Redemption Amount......................................................................... S-33
Renewable Notes..................................................................................... S-25
Renewal Date........................................................................................ S-26
Reset Notice........................................................................................ S-23
Reuters Screen USPRIME1 Page........................................................................ S-21
Revised Issue Price................................................................................. S-34
Salomon Smith Barney................................................................................ S-37
Senior Notes........................................................................................ S-6
Short-Term Notes.................................................................................... S-34
Special Election Interval........................................................................... S-26
Special Election Period............................................................................. S-26
Spread.............................................................................................. S-10
Spread Multiplier................................................................................... S-10
Stated Maturity..................................................................................... S-7
Stated Redemption Price at Maturity................................................................. S-34
Subordinated Notes.................................................................................. S-6
Subsequent Interest Period.......................................................................... S-23
TARGET.............................................................................................. S-8
Tranche............................................................................................. S-25
Treasury Bills...................................................................................... S-12
Treasury Notes...................................................................................... S-19
Treasury Rate....................................................................................... S-17
Treasury Rate Determination Date.................................................................... S-18
Treasury Rate Note.................................................................................. S-11
Treasury Securities................................................................................. S-17
Underlying Assets................................................................................... S-5
United States....................................................................................... S-31
United States Holder................................................................................ S-31
S-41
76
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$6,000,000,000
[LOGO]$8,900,000,000
[CITIGROUP LOGO]
MEDIUM-TERM SENIOR NOTES, SERIES AC
MEDIUM-TERM SUBORDINATED NOTES, SERIES AC
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
------------------------------------------------
PROSPECTUS SUPPLEMENT
, 19992000
(INCLUDING PROSPECTUS
DATED , 1999)
------------------2000
------------------------------
SALOMON SMITH BARNEY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. Citigroup
Inc. may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
77
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
CITIGROUP INC. MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 22, 1999MAY 26, 2000
PROSPECTUS
SECURITIES
CITIGROUP CAPITAL SECURITIES
% CAPITAL SECURITIES
$ LIQUIDATION AMOUNT
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
CITIGROUP INC.
[LOGO]
---------------------[CITIGROUP LOGO]
------------------------
A brief description of the % capital securities can be found under
"Summary Information-QInformation -- Q&A" in this prospectus.
Application will be made to list the % capital securities on the New
York Stock Exchange, Inc. If approved for listing, Citigroup expects the %
capital securities will begin trading on the New York Stock Exchange, Inc.
within 30 days after they are first issued.
YOU ARE URGED TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 7,6, WHERE SPECIFIC RISKS ASSOCIATED WITH THESE % CAPITAL SECURITIES
ARE DESCRIBED, ALONG WITH THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
These securities are not deposits or savings accounts. These securities are
not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality.
------------------------
PER CAPITAL
SECURITY TOTAL
--------------------------- -------------------------------------- --------
Public offering price.................................price....................................... $ $
Underwriting commissions to be paid by Citigroup Inc.................................................Inc. ...... (1) (1)
Proceeds to Citigroup Capital.........................Capital............................... $ $
- ---------------------------------------
(1) Underwriting commissions of $ per capital security, or $ for
all % capital securities, will be paid by Citigroup Inc.; except that
for sales of 10,000 or more % capital securities to a single purchaser,
the commissions will be $ per capital security.
Citigroup expects that the % capital securities will be ready for
delivery in book-entry form only through The Depository Trust Company on or
about .
------------------------
, 19992000
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. CITIGROUP HAS NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. CITIGROUP IS NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS, AS WELL AS
INFORMATION CITIGROUP PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND INCORPORATED BY REFERENCE, IS ACCURATE AS OF THE DATE OF THE
APPLICABLE DOCUMENT. CITIGROUP'S BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
------------------------78
TABLE OF CONTENTS
PAGE
---------
Summary Information-Q&A....................................................................................Information -- Q&A.................................. 3
Risk Factors............................................................................................... 7Factors................................................ 6
Where You Can Find More Information......................... 9
Citigroup Inc..............................................................................................Inc............................................... 10
Use of Proceeds............................................................................................Proceeds............................................. 10
Ratio of Income to Fixed Charges and Ratio of Income to
Combined Fixed Charges Including Preferred Stock
Dividends................................................................................................Dividends................................................. 11
Accounting Treatment.......................................................................................Treatment........................................ 11
Capitalization.............................................................................................Capitalization.............................................. 12
Description of the Capital Securities......................................................................Securities....................... 13
Description of the Junior Subordinated Debt Securities..................................................... 26Securities...... 25
Description of Guarantee................................................................................... 35Guarantee.................................... 34
Effect of Obligations Under the Junior Subordinated Debt
Securities and the Guarantee...................... 38Guarantee.............................. 37
United States Federal Income Taxation......................................................................Taxation....................... 39
ERISA Considerations.......................................................................................Considerations........................................ 43
Underwriting...............................................................................................Underwriting................................................ 45
Legal Matters.............................................................................................. 46
Experts.................................................................................................... 46
Incorporation of Certain Documents by Reference............................................................Matters............................................... 47
Experts..................................................... 47
2
79
SUMMARY INFORMATION-QINFORMATION -- Q&A
The following information supplements, and should be read together with, the
information contained in other parts of this prospectus.
This summary highlights
selected information from this prospectus to help you understandprovides a brief overview of the key aspects of Citigroup and
the % capital securities. You should carefully read this prospectus to
understand fully the terms of the capital securities as well as the tax and
other considerations that are important to you in making a decision about
whether to invest in the capital securities. You should pay special attention to
the "Risk Factors" section beginning on page 76 of this prospectus to determine
whether an investment in the capital securities is appropriate for you.
WHAT ARE THE CAPITAL SECURITIES?
Each capital security represents an undivided beneficial interest in the
assets of Citigroup Capital ("Citigroup Capital").Capital. Each capital security will entitle the holder to
receive cash distributions as described in this prospectus.
Citigroup Capital is offering capital securities at a price of
$ for each capital security.
WHO IS CITIGROUP CAPITAL?
Citigroup Capital is a Delaware business trust. Its principal place of
business is c/o Citigroup Inc., 153 East 53rd Street, New York, NY 10043, and
its telephone number is (212) 559-1000.
All of the common securities of Citigroup Capital will sell its capital securities to the public and its
common securities tobe owned by
Citigroup Inc. (formerly Travelers Group Inc.)
("Citigroup"). Citigroup Capital will use the
proceeds from these salesthe sale of the capital securities and the common securities to
buy a series of % junior subordinated deferrable interest debentures due
, 20 from Citigroup with the same financial terms as the capital
securities.
Citigroup will guarantee payments made on the capital securities to the extent
described below.
There are four trustees of Citigroup Capital (the "Citigroup Capital
trustees"). Two of the trustees are employees or officers of Citigroup (the
"regular trustees"). The Chase Manhattan Bank will act as the institutional
trustee of Citigroup Capital and as guarantee trustee. Chase Manhattan Bank
Delaware will act as the Delaware trustee of Citigroup Capital.
WHO IS CITIGROUP INC.?
Citigroup'sCitigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers around the world. Among these businessesin 101 countries
and territories. Citigroup's activities are Citibank, Commercial Credit, Primerica Financial Services, Salomon Smith Barney,
SSB Citi Assetconducted through Global Consumer,
Global Corporate and Investment Bank, Global Investment Management Travelers Life & Annuity and Travelers Property
Casualty.Private
Banking, and Investment Activities.
On October 8, 1998, Citigroup changed its name from Travelers Group Inc. to
Citigroup Inc. in connection with the merger of Citicorp into a newly formed,
wholly owned subsidiary of Citigroup. The mailing address of Citigroup's
principal executive office is 153 East 53rd Street, New York, NY 10043, and its
telephone number is (212) 559-1000.
WHEN WILL YOU RECEIVE DISTRIBUTIONS ON THE CAPITAL SECURITIES?
Citigroup Capital's only source of cash to make payments on the capital
securities are payments on the junior subordinated debt securities it purchases
from Citigroup.
If you purchase the capital securities, you are entitled to receive
cumulative cash distributions at an annual rate of % of the liquidation
amount of $ per capital security. Distributions will accumulate from the
date Citigroup Capital issues the capital securities and will be paid
in arrears on of each year, beginning
.
3
WHEN CANWILL PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?
So long as no event of default under the junior subordinated debt securities
has occurred and is continuing, Citigroup can, on one or more occasions, defer
interest payments on the junior subordinated debt securities for up to
consecutive periods. A deferral of interest payments cannot extend,
however, beyond the maturity date of the junior subordinated debt securities,
which is , 20 .
If Citigroup defers interest payments on the junior subordinated debt
securities, Citigroup Capital generally will also defer distributions on the capital
securities.securities for up to consecutive periods. A deferral of
distributions cannot extend, however, beyond , 20 .
3
80
During thisany deferral period, distributions will continue to accrueexcept as described on the capital securities at an annual rate of % of the liquidation amount of
$ per capital security. Also, the deferred distributions will themselves accrue
interest at an annual rate of %, to the extent permitted by law. Once
Citigroup makes all interest payments on the junior subordinated debt
securities, with accrued interest, it can again postpone interest payments on
the junior subordinated debt securities if no event of default under the junior
subordinated debt securities has occurred and is continuing.
During any period in which Citigroup defers interest payments on the junior
subordinated debt securities,page 28, Citigroup will
not be permitted to, except as
described on page 29:to:
- pay a dividend or make any distributions on its capital stock or redeem,
purchase, acquire or make a liquidation payment on any of its capital
stock, or make any guarantee payments with respectrelating to the foregoing; or
- make an interest, principal or premium payment on, or repurchase or
redeem, any of its debt securities that rank equal with or junior to the
junior subordinated debt securities.
If Citigroup defers payments of interest on the junior subordinated debt
securities, the capital securities will be treated as being issued with original
issue discount for United States federal income tax purposes. This means you
will be required to recognize interest income with respect to distributions and
include such amounts in your gross income for United States federal income tax
purposes even though you will not have received any cash distributions relating
to such interest income. See "United States Federal Income Taxation--Interest
Income and Original Issue Discount" on page 40.
WHEN CAN CITIGROUP CAPITAL REDEEM THE CAPITAL SECURITIES?
Citigroup Capital must redeem all of the outstanding capital securities and
common securities when the junior subordinated debt securities are paid at
maturity on
, 20 .
Together, the capital securities and the common
securities are referred to as the "trust securities." In addition, if Citigroup
redeems any junior subordinated debt securities before their maturity, Citigroup
Capital will use the cash it receives from the redemption to redeem, on a
ratable basis, capital securities and common securities having a combined
liquidation amount equal to the principal amount of the junior subordinated debt
securities redeemed.
Citigroup can redeem someSome or all of the junior subordinated debtcapital securities may be redeemed before
their maturity at 100% of their principal amount, 20 on one or more occasions any time on or after
, 20 . Citigroup also hasAlso the option to redeem,capital securities may be redeemed, in whole or
in part, the junior subordinated debt securities at any time if certain changes in tax, investment company or bank
regulatory law occur and certain other conditions are satisfied. In any case, Citigroup will pay accrued interest
to the date of redemption. Prior to any such redemption, Citigroup will obtain
any required regulatory approvals. See
"Description of the Capital Securities--SpecialSecurities -- Special Event Redemption" on page 16.
4
15.
WHAT IS CITIGROUP'S GUARANTEE OF THE CAPITAL SECURITIES?
Citigroup's guarantee of the capital securities consists of:
- its obligations to make payments on the junior subordinated debt
securities;
- its obligations under the capital securities guarantee; and
- its obligations under the Amendedamended and Restated Declarationrestated declaration of Trusttrust of
Citigroup Capital, which sets forth the terms of Citigroup Capital.
Citigroup has irrevocably guaranteed that if a payment on the junior
subordinated debt securities is made to Citigroup Capital but, for any reason,
Citigroup Capital does not make the corresponding distribution or redemption
payment to the holders of the capital securities, then Citigroup will make the
payments directly to the holders of the capital securities. The guarantee does
not cover payments when Citigroup Capital does not have sufficient funds to make
payments on the capital securities.
To avoid a double payment to a holder of the
capital securities, if Citigroup makes a payment under the guarantee, the
holder's right to receive the corresponding payment from Citigroup Capital will
automatically be surrendered to Citigroup.
Citigroup's obligations under the guarantee are:
- subordinate and junior in right of payment to its other liabilities;
- equal in rank to its most senior current or future preferred stock and to
any current or future guarantee of preferred or preference stock of any of
its subsidiaries; and
- senior to its common stock.are subordinated as described
on page 37.
WHEN COULD THE JUNIOR SUBORDINATED DEBT SECURITIES BE DISTRIBUTED TO YOU?
Citigroup has the right to dissolve Citigroup Capital at any time. Prior to
any such dissolution, Citigroup will obtain any required regulatory approvals. If
Citigroup terminates Citigroup Capital, Citigroup Capital will redeem the
capital securities by distributing the junior subordinated debt securities to
holders of the capital securities and the common securities on a ratable basis.
If the junior subordinated debt securities are distributed, Citigroup will use
it best efforts to list the junior subordinated debt securities on the New York
Stock Exchange, Inc. (the "NYSE"), or any other exchange on which the capital securities are
then listed.
WILL THE CAPITAL SECURITIES BE LISTED ON A STOCK EXCHANGE?
Application will be made to list the capital securities on the NYSE. If
approved for listing, Citigroup Capital expects the capital securities will
begin trading on the NYSE within 30 days after they are first issued.
WILL HOLDERS OF THE CAPITAL SECURITIES HAVE ANY VOTING RIGHTS?
Generally, the holders of the capital securities will not have any voting
rights. See "Description of the Capital Securities--VotingSecurities -- Voting Rights."
4
81
IN WHAT FORM WILL THE CAPITAL SECURITIES BE ISSUED?
The capital securities will be represented by one or more global securities
that will be deposited with and registered in the name of The Depository Trust
Company ("DTC") or its nominee. This means that you will not receive a certificate for
your capital securities and that your broker will maintain your position in the
capital securities. Citigroup Capital expects that the capital securities will
be ready for delivery through DTC on or about .
5
82
RISK FACTORS
Your investment in the capital securities will involve several risks. You
should carefully consider the following discussion of risks, and the other
information in this prospectus, before deciding whether an investment in the
capital securities is suitable for you.
CITIGROUP IS NOT REQUIRED TO PAY YOU UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBT SECURITIES UNLESS IT FIRST MAKES OTHER REQUIRED PAYMENTS.
Citigroup's obligations under the junior subordinated debt securities will
rank junior to all of Citigroup's senior indebtedness as described on page 26.
This means that Citigroup cannot make any payments on the junior subordinated
debt securities if it defaults on a payment of senior indebtedness and does not
cure the default within the applicable grace period or if the senior
indebtedness becomes immediately due because of a default and has not yet been
paid in full. In addition, Citigroup's obligations under the junior subordinated
debt securities will be effectively subordinated to all existing and future
liabilities of Citigroup's subsidiaries.
Citigroup's obligations under the guarantee are subordinated to all of its
other liabilities as described on page 37.
This means that Citigroup cannot make any payments on the guarantee if it
defaults on a payment on any of its other liabilities. In addition, in the event
of the bankruptcy, liquidation or dissolution of Citigroup, its assets would be
available to pay obligations under the guarantee only after Citigroup made all
payments on its other liabilities.
Neither the capital securities, the junior subordinated debt securities nor
the guarantee limit the ability of Citigroup and its subsidiaries to incur
additional indebtedness, including indebtedness that ranks senior in priority of
payment to the junior subordinated debt securities and the guarantee. See
"Description of Guarantee -- Status of the Guarantee" and "Description of the
Junior Subordinated Debt Securities -- Subordination" on pages 36 and 26,
respectively.
CITIGROUP IS NOT REQUIRED TO PAY YOU UNDER THE GUARANTEE IF CITIGROUP CAPITAL
DOES NOT HAVE CASH AVAILABLE.
The ability of Citigroup Capital to make payments on the capital securities
is solely dependent upon Citigroup making the related payments on the junior
subordinated debt securities when due.
If Citigroup defaults on its obligations to make payments on the junior
subordinated debt securities, Citigroup Capital will not have sufficient funds
to make payments on the capital securities. In those circumstances, you will not
be able to rely upon the guarantee for payment of these amounts. Page 13
discusses your options if this happens.
DEFERRAL OF DISTRIBUTIONS WOULD HAVE ADVERSE TAX CONSEQUENCES FOR YOU AND MAY
ADVERSELY AFFECT THE TRADING PRICE OF THE CAPITAL SECURITIES.
If distributions on the capital securities are deferred, you will be
required to recognize interest income for United States federal income tax
purposes in respect of your ratable share of the interest on the junior
subordinated debt securities held by Citigroup Capital before you receive any
cash distributions relating to this interest. In addition, you will not receive
this cash if you sold the capital securities before the end of any deferral
period or before the record date relating to distributions which are paid.
Citigroup has no current intention of deferring interest payments on the
junior subordinated debt securities and believes that such deferral is a remote
possibility. However, if Citigroup exercises its right in the future, the
capital securities may trade at a price that does not fully reflect the value of
accrued but unpaid interest on the junior subordinated debt securities. If you
sell the capital securities during an interest deferral period, you may not
receive the same return on investment as someone else who continues to hold the
capital securities. In addition, the existence of Citigroup's right to defer
payments of interest
6
83
on the junior subordinated debt securities may mean that the market price for
the capital securities, which represent an undivided beneficial interest in the
junior subordinated debt securities, may be more volatile than other securities
that do not have these rights.
See "United States Federal Income Taxation" on page 39 for more information
regarding the tax consequences of purchasing, holding and selling the capital
securities.
YOU SHOULD NOT RELY ON THE DISTRIBUTIONS FROM THE CAPITAL SECURITIES THROUGH
THEIR MATURITY DATE -- THEY MAY BE REDEEMED AT ANY TIME IF CERTAIN CHANGES IN
TAX, INVESTMENT COMPANY OR BANK REGULATORY LAW OCCUR.
If certain changes, which are more fully described below, in tax,
investment company or bank regulatory law occur and are continuing, and certain
other conditions which are more fully described below are satisfied, the capital
securities could be redeemed by Citigroup Capital within 90 days of the event at
a redemption price equal to $ per security plus any accrued and unpaid
distributions. See "Description of the Capital Securities -- Distribution of the
Junior Subordinated Debt Securities" and "-- Special Event Redemption" on pages
16 and 15, respectively.
YOU SHOULD NOT RELY ON THE DISTRIBUTIONS FROM THE CAPITAL SECURITIES THROUGH
THEIR MATURITY DATE -- THEY MAY BE REDEEMED AT THE OPTION OF THE COMPANY.
The capital securities may be redeemed, in whole, at any time, or in part,
from time to time, on or after , at a redemption price equal
to $ per capital security plus any accrued and unpaid distributions to the
redemption date. You should assume that this redemption option will be exercised
if Citigroup is able to refinance at a lower interest rate or it is otherwise in
the interest of Citigroup to redeem the junior subordinated debt securities. If
the junior subordinated debt securities are redeemed, Citigroup Capital must
redeem the capital securities and the common securities having an aggregate
liquidation amount equal to the aggregate principal amount of junior
subordinated debt securities to be redeemed. See "Description of the Capital
Securities -- Mandatory Redemption of Trust Securities" and "Description of the
Junior Subordinated Debt Securities -- Optional Redemption" on pages 15 and 27,
respectively.
THERE CAN BE NO ASSURANCE AS TO THE MARKET PRICES FOR THE CAPITAL SECURITIES OR
THE JUNIOR SUBORDINATED DEBT SECURITIES; THEREFORE, YOU MAY SUFFER A LOSS.
Citigroup Capital and Citigroup cannot give you any assurance as to the
market prices for the capital securities or the junior subordinated debt
securities that may be distributed in exchange for capital securities.
Accordingly, the capital securities that an investor may purchase, whether
pursuant to the offer made by this prospectus or in the secondary market, or the
junior subordinated debt securities that a holder of capital securities may
receive in exchange for capital securities, may trade at a discount to the price
that the investor paid to purchase the capital securities. As a result of the
right to defer payments on the capital securities, the market price of the
capital securities may be more volatile than the market prices of other
securities to which such optional deferrals do not apply.
THERE COULD BE AN ADVERSE TAX CONSEQUENCE TO YOU IF CITIGROUP TERMINATES
CITIGROUP CAPITAL AND DISTRIBUTES JUNIOR SUBORDINATED DEBT SECURITIES TO
HOLDERS, RESULTING IN POSSIBLE TAX AND LIQUIDITY CONSEQUENCES TO YOU.
Citigroup has the right to terminate Citigroup Capital at any time, so long
as it obtains any required regulatory approval. If Citigroup decides to exercise
its right to terminate Citigroup Capital, Citigroup Capital will redeem the
capital securities and common securities by distributing the junior subordinated
debt securities to holders of the capital securities and common securities on a
ratable basis.
Under current United States federal income tax law, a distribution of
junior subordinated debt securities to you on the dissolution of Citigroup
Capital should not be a taxable event to you. However, if Citigroup Capital is
characterized for United States federal income tax purposes as an association
taxable as a corporation at the time it is dissolved or if there is a change in
law, the distribution of junior subordinated debt securities to you may be a
taxable event to you.
7
84
THERE MAY BE NO TRADING MARKET FOR THE JUNIOR SUBORDINATED DEBT SECURITIES IF
CITIGROUP CAPITAL DISTRIBUTES THEM TO YOU.
Although Citigroup will use its best efforts to list the junior
subordinated debt securities on the NYSE, or any other exchange on which the
capital securities are then listed, if they are distributed, Citigroup cannot
assure you that the junior subordinated debt securities will be approved for
listing or that a trading market will exist for those securities.
SINCE YOU HAVE LIMITED VOTING RIGHTS, YOU CANNOT PREVENT THE CITIGROUP CAPITAL
TRUSTEES FROM TAKING ACTIONS YOU MAY NOT AGREE WITH.
You will have limited voting rights. In particular, except for the limited
exceptions described below, only Citigroup can elect or remove any of Citigroup
Capital trustees. See "Description of the Capital Securities -- Voting Rights"
on page 19.
8
85
WHERE YOU CAN YOU FIND MORE INFORMATION?INFORMATION
As required by the Securities Act of 1933, Citigroup and the subsidiary
trusts filed a registration statement (No. 333-68949)333- ) relating to the
securities offered by this prospectus with the Securities and Exchange
Commission. This prospectus is a part of that registration statement, which
includes additional information. Citigroup has filed the exhibits discussed abovein
this prospectus with the registration statement, and you should read the
exhibits carefully for provisions that may be important to you.
Citigroup files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Citigroup
files at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You can also request copies of these documents, upon
payment of a duplicating fee, by writing to the Public Reference Section of the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. These SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it
files with the SEC, which means that it can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus. Information that
Citigroup files with the SEC will automatically update the information in this
prospectus. In all cases, you should rely on the later information over
different information included in this prospectus. Citigroup incorporates by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934:
(a) Annual Report on Form 10-K for the year ended December 31, 1997, as
amended;1999;
(b) Quarterly ReportsReport on Form 10-Q for the quartersquarter ended March 31, 1998,
June 30, 1998 and September 30, 1998;2000; and
(c) Current Reports on Form 8-K filed on January 6, 1998, January 26, 1998,19, 2000, February 17, 1998,16,
2000, February 28, 2000 and April 6, 1998, April 8, 1998, April 20, 1998, June 1,
1998, July 20, 1998, August 18, 1998, August 31, 1998, October 8, 1998,
October 21, 1998, October 26, 1998, October 29, 1998, November 1, 1998,
November 13, 1998 and December 15, 1998.2000.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the securities described in this
prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop
offering securities pursuant to this prospectus shall be incorporated by
reference in this prospectus from the date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address:
Treasurer
Citigroup Inc.
153 East 53(rd)53rd Street
New York, NY 10043
212-559-1000
------------------------
You should only rely only on the information providedcontained or incorporated by
reference in this prospectus. Citigroup has not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. Citigroup is not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, as well as
information Citigroup previously filed with the information incorporated by reference. Citigroup has not authorized
anyone to provide you with different information. Citigroup is not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, or any documentsSEC and incorporated by
reference, is accurate as of any date other than the date on the
front of the applicable document. 6Citigroup's
business, financial condition, results of operations and prospects may have
changed since that date.
9
RISK FACTORS
Your investment in the capital securities will involve several risks. You
should carefully consider the following discussion of risks, and the other
information in this prospectus, before deciding whether an investment in the
capital securities is suitable for you.
CITIGROUP'S OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR SUBORDINATED DEBT
SECURITIES ARE SUBORDINATED.
Citigroup's obligations under the junior subordinated debt securities will
rank junior in priority of payment to all of Citigroup's senior indebtedness.
This means that86
CITIGROUP INC.
Citigroup cannot make any payments on the junior subordinated
debt securities if it defaults on a payment of senior indebtedness and does not
cure such default within the applicable grace period or if the senior
indebtedness becomes immediately due because of a default and has not yet been
paid in full. In addition, Citigroup's obligations under the junior subordinated
debt securities will be effectively subordinated to all existing and future
liabilities of Citigroup's subsidiaries.
Citigroup's obligations under the guarantee will rank in priority of payment
as follows:
- subordinate and junior in right of payment to its other liabilities;
- equal in rank to its most senior current or future preferred stock and to
any current or future guarantee of preferred or preference stock of any of
its subsidiaries; and
- senior to its common stock.
This means that Citigroup cannot make any payments on the guarantee if it
defaults on a payment on any of its other liabilities. In addition, in the event
of the bankruptcy, liquidation or dissolution of Citigroup, its assets would be
available to pay obligations under the guarantee only after Citigroup made all
payments on its other liabilities.
Neither the capital securities, the junior subordinated debt securities nor
the guarantee limit the ability of Citigroup and its subsidiaries to incur
additional indebtedness, including indebtedness that ranks senior in priority of
payment to the junior subordinated debt securities and the guarantee. See
"Description of Guarantee--Status of the Guarantee" and "Description of the
Junior Subordinated Debt Securities--Subordination" on pages 37 and 27,
respectively.
THE GUARANTEE ONLY COVERS PAYMENTS IF CITIGROUP CAPITAL HAS CASH AVAILABLE.
The ability of Citigroup Capital to pay scheduled distributions on the
capital securities, the redemption price of the capital securities and the
liquidation amount of each capital security is solely dependent upon Citigroup
making the related payments on the junior subordinated debt securities when due.
If Citigroup defaults on its obligations to pay principal or interest on the
junior subordinated debt securities, Citigroup Capital will not have sufficient
funds to pay distributions, the redemption price or the liquidation amount of
each capital security. In those circumstances, you will not be able to rely upon
the guarantee for payment of these amounts.
Instead, you:
- may directly sue Citigroup or seek other remedies to collect your ratable
share of payments owed; or
- may rely on the institutional trustee to enforce Citigroup Capital's
rights under the junior subordinated debt securities.
7
DEFERRAL OF DISTRIBUTIONS WOULD HAVE TAX CONSEQUENCES FOR YOU AND MAY AFFECT THE
TRADING PRICE OF THE CAPITAL SECURITIES.
So long as no event of default under the junior subordinated debt securities
has occurred and is continuing, Citigroup can, on one or more occasions, defer
interest payments on the junior subordinated debt securities for up to
consecutive periods. If Citigroup defers interest payments on the
junior subordinated debt securities, Citigroup Capital will defer distributions
on the capital securities during any deferral period. However, distributions
would still accumulate and such deferred distributions would themselves accrue
interest at the annual rate of % per annum, to the extent permitted by law.
If Citigroup defers payments of interest on the junior subordinated debt
securities, you will be required to recognize interest income for United States
federal income tax purposes in respect of your ratable share of the interest on
the junior subordinated debt securities held by Citigroup Capital before you
receive any cash distributions relating to such interest. In addition, you will
not receive such cash if you sold the capital securities before the end of any
deferral period or before the record date relating to distributions which are
paid.
Citigroup has no current intention of deferring interest payments on the
junior subordinated debt securities and believes that such deferral is a remote
possibility. However, if Citigroup exercises its right in the future, the
capital securities may trade at a price that does not fully reflect the value of
accrued but unpaid interest on the junior subordinated debt securities. If you
sell the capital securities during an interest deferral period, you may not
receive the same return on investment as someone else who continues to hold the
capital securities. In addition, the existence of Citigroup's right to defer
payments of interest on the junior subordinated debt securities may mean that
the market price for the capital securities, which represent an undivided
beneficial interest in the junior subordinated debt securities, may be more
volatile than other securities that do not have these rights.
See "United States Federal Income Taxation" on page 39 for more information
regarding the tax consequences of purchasing,diversified holding and selling the capital
securities.
CAPITAL SECURITIES MAY BE REDEEMED AT ANY TIME IF CERTAIN CHANGES IN TAX,
INVESTMENT COMPANY OR BANK REGULATORY LAW OCCUR.
If certain changes, which are more fully described below, in tax, investment
company or bank regulatory law occur and are continuing, and certain other
conditions which are more fully described below are satisfied, Citigroup has the
right to redeem, in whole or in part, the junior subordinated debt securities.
If such a redemption occurs, Citigroup Capital will use the cash it receives
upon the redemption of the junior subordinated debt securities to redeem an
equivalent amount of capital securities and common securities on a pro rata
basis within 90 days of the event at a redemption price equal to $ per
security plus any accrued and unpaid distributions. Prior to any redemption of
the junior subordinated debt securities, Citigroup will obtain any required
regulatory approvals. See "Description of the Capital Securities--Distribution
of the Junior Subordinated Debt Securities" and "--Special Event Redemption" on
pages 17 and 16, respectively.
CAPITAL SECURITIES MAY BE REDEEMED AT THE OPTION OF THE COMPANY.
At Citigroup's option, the junior subordinated debt securities may be
redeemed, in whole, at any time, or in part, from time to time, on or after
, at a redemption price equal to the principal amount to be redeemed
plus any accrued and unpaid interest to the redemption date. Prior to any such
redemption, Citigroup will obtain any required regulatory approvals. You should
assume that Citigroup will exercise its redemption option if Citigroup is able
to refinance at a lower interest rate or it is otherwise in the interest of
Citigroup to redeem the junior subordinated debt securities. If the junior
subordinated debt securities are redeemed, Citigroup Capital must redeem the
capital securities
8
and the common securities having an aggregate liquidation amount equal to the
aggregate principal amount of junior subordinated debt securities to be
redeemed. See "Description of the Capital Securities--Mandatory Redemption of
Trust Securities" and "Description of the Junior Subordinated Debt
Securities--Optional Redemption" on pages 15 and 28, respectively.
THERE CAN BE NO ASSURANCE AS TO THE MARKET PRICES FOR THE CAPITAL SECURITIES OR
THE JUNIOR SUBORDINATED DEBT SECURITIES.
There can be no assurance as to the market prices for the capital securities
or the junior subordinated debt securities that may be distributed in exchange
for capital securities upon a termination of Citigroup Capital. Accordingly, the
capital securities that an investor may purchase, whether pursuant to the offer
made by this prospectus or in the secondary market, or the junior subordinated
debt securities that a holder of capital securities may receive upon a
termination of Citigroup Capital, may trade at a discount to the price that the
investor paid to purchase the capital securities offered by this prospectus. As
a result of Citigroup's right to defer interest payments on the junior
subordinated debt securities, the market price of the capital securities, which
represent undivided beneficial ownership interests in Citigroup Capital, the
assets of which consist solely of the junior subordinated debt securities, may
be more volatile than the market prices of other securities that are not subject
to such optional deferrals.
CITIGROUP MAY TERMINATE CITIGROUP CAPITAL AT ANY TIME.
Subject to obtaining any required regulatory approval, Citigroup has the
right to terminate Citigroup Capital at any time. If Citigroup decides to
exercise its right to terminate Citigroup Capital, Citigroup Capital will redeem
the capital securities and common securities by distributing the junior
subordinated debt securities to holders of the capital securities and common
securities on a ratable basis.
Under current United States federal income tax law, a distribution of junior
subordinated debt securities to you on the dissolution of Citigroup Capital
should not be a taxable event to you. However, if Citigroup Capital is
characterized for United States federal income tax purposes as an association
taxable as a corporation at the time it is dissolved or if there is a change in
law, the distribution of junior subordinated debt securities to you may be a
taxable event to you.
Citigroup has no current intention of causing the termination of Citigroup
Capital and the distribution of the junior subordinated debt securities.
Citigroup anticipates that it would consider exercising this right in the event
that expenses associated with maintaining Citigroup Capital were substantially
greater than currently expected, such as if certain changes in tax law,
investment company law or banking regulatory law, each of which is more fully
described below, occurred. Citigroup cannot predict the other circumstances
under which this right would be exercised.
Although Citigroup will use its best efforts to list the junior subordinated
debt securities on the NYSE, or any other exchange on which the capital
securities are then listed, if they are distributed, Citigroup cannot assure you
that the junior subordinated debt securities will be approved for listing or
that a trading market will exist for those securities.
YOU HAVE LIMITED VOTING RIGHTS.
You will have limited voting rights. In particular, subject to the limited
exceptions described below, only Citigroup can elect or remove any of Citigroup
Capital trustees. See "Description of the Capital Securities--Voting Rights" on
page 19.
9
CITIGROUP INC.
Citigroup'swhose businesses provide a broad
range of financial services to consumer and corporate customers around the world. Among these businessesin 101 countries
and territories. Citigroup's activities are Citibank, Commercial Credit, Primerica Financial Services, Salomon Smith Barney,
SSB Citi Assetconducted through Global Consumer,
Global Corporate and Investment Bank, Global Investment Management Travelers Life & Annuity and Travelers Property
Casualty.Private
Banking, and Investment Activities.
On October 8, 1998, Citigroup changed its name from Travelers Group Inc. to
Citigroup Inc. in connection with the merger of Citicorp into a newly formed,
wholly owned subsidiary of Citigroup.
Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries. Citigroup's
subsidiaries that operate in the banking, insurance and securities business can
only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments, and securities regulators. Certain of Citigroup's subsidiaries
havemay be party to credit agreements that also may restrict their ability to pay
dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends
will affect Citigroup's ability to service its own debt. Citigroup must also
maintain the required capital levels of a bank holding company before it may pay
dividends on its stock. Each of Citigroup's major operating subsidiaries
finances its operations on a stand-alone basis consistent with its
capitalization and ratings.
Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of that policy, Citigroup may be required to commit resources to its
subsidiary banks in certain circumstances.banks.
Citigroup's principal office is located at 153 East 53rd Street, New York,
NY 10043, and its telephone number is (212) 559-1000.
USE OF PROCEEDS
All of the net proceeds from the sale of the capital securities will be
invested by Citigroup Capital in junior subordinated debt securities of
Citigroup. Citigroup will use the proceeds from the sale of the junior
subordinated debt securities to Citigroup Capital for general corporate
purposes, principally to:
- fund the business of its operating units;
- fund investments in, or extensions of credit or capital contributions to,
its subsidiaries; and
- lengthen the average maturity of liabilities, which means that it could
reduce its short-term liabilities or refund maturing indebtedness.
In order to fund its businesses, Citigroup expects to incur additional
indebtedness in the future. See "Capitalization."
10
87
RATIO OF INCOME TO FIXED CHARGES AND RATIO OF INCOME TO
COMBINED FIXED CHARGES INCLUDING PREFERRED STOCK DIVIDENDS
The following table shows (1) the supplemental consolidated ratio of income to fixed
charges and (2) the supplemental consolidated ratio of income to combined fixed charges
including preferred stock dividends of Citigroup for the nine months ended September 30, 1998most recently completed
fiscal quarter and for each of the five most recent fiscal years, after giving retroactive effect to the merger with Citicorp on October 8,
1998 in a transaction accounted for as a pooling of interests.years.
QUARTER
ENDED YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------------------------
SEPTEMBER 30,MARCH 31, ------------------------------------
2000 1999 1998 1997 1996 1995
1994 1993
--------------------- --------- --------- --------- --------- ------------- ---- ---- ---- ----
Ratio of income to fixed charges (excluding
interest on deposits)...................................... 1.65........................ 2.42 2.13 1.57 1.71 1.88 1.65 1.41 1.43
Ratio of income to fixed charges (including
interest on deposits)...................................... 1.39........................ 1.83 1.64 1.33 1.43 1.51 1.39 1.25 1.25
Ratio of income to combined fixed charges
including preferred stock dividends
(excluding interest on deposits)......................................... 1.62............. 2.39 2.09 1.54 1.66 1.80 1.56 1.34 1.37
Ratio of income to combined fixed charges
including preferred stock dividends
(including interest on deposits)......................................... 1.37............. 1.82 1.62 1.32 1.41 1.48 1.35 1.21 1.22
ACCOUNTING TREATMENT
The financial statements of Citigroup Capital will be reflected in
Citigroup's consolidated financial statements with the capital securities
reflected in "Company or subsidiary obligated mandatorily redeemable preferred
securities
of subsidiary trusts holding solely junior subordinated debt securities of--Company.of --
Company."
11
88
CAPITALIZATION
The following table sets forth the supplemental consolidated capitalization of Citigroup
at September 30, 1998, after giving retroactive effect to the
merger with Citicorp on October 8, 1998 in a transaction accounted for as a
pooling of interests,March 31, 2000, and as adjusted to give effect to the issuance of the capital
securities.
AT SEPTEMBER 30, 1998
------------------------MARCH 31, 2000
--------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
(DOLLARS IN MILLIONS)
Debt:
Investment banking and brokerage borrowings..........................................borrowings............... $ 16,12814,832 $
Short-term borrowings................................................................ 19,492borrowings..................................... 16,759
Long-term debt....................................................................... 49,419
----------- -----------debt............................................ 47,272
-------- -------
Total debt......................................................................... 85,039
----------- -----------
Redeemable Preferred Stock--Series I................................................... 280
----------- -----------debt............................................. 78,863
-------- -------
Company or subsidiary obligated mandatorily redeemable preferred
securities of subsidiary trusts holding solely junior
subordinated debt securities of--
Company.............................................................................. 1,200
Subsidiaries.........................................................................of --
Company................................................... 2,300
Subsidiaries.............................................. 2,620
Stockholders' equity:
CapitalPreferred stock at aggregate liquidation value......................................... 2,313value............ 1,775
Common stock and additional paid-in capital (net of
treasury stock).................. 5,031........................................ 2,264
Retained earnings.................................................................... 35,746earnings......................................... 46,881
Accumulated other changes in equity from nonowner
sources............................ 593sources................................................ 744
Unearned compensation................................................................ (593)
----------- -----------compensation..................................... (1,338)
-------- -------
Total stockholders' equity......................................................... 43,090
----------- -----------equity............................. 50,326
-------- -------
Total capitalization...................................................................capitalization........................................ $134,109 $
132,229 $
----------- -----------
----------- -----------======== =======
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DESCRIPTION OF THE CAPITAL SECURITIES
The capital securities will be issued pursuant to the terms of the Amendedamended
and Restated Declarationrestated declaration of Trusttrust of Citigroup Capital (the "declaration").Capital. The declaration will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended.1939. The
institutional trustee, The Chase Manhattan Bank, will act as indenture trustee
under the declaration for purposes of compliance with the provisions of the
Trust Indenture Act. The terms of the capital securities will include those
stated in the declaration and those made part of the declaration by the Trust
Indenture Act. The following summary of the material terms and provisions of the
capital securities doesis not purportintended to be complete and is subject to, and qualified in its entirety by reference to, the
declaration, the Business Trust Act of the State of Delaware and the Trust
Indenture Act. A copy of the declaration is filed as an exhibit to the
registration statement of which this prospectus is a part.
GENERAL
The declaration authorizes the regular trustees to issue on behalf of
Citigroup Capital the trust securities, which represent undivided beneficial
interests in the assets of Citigroup Capital. All of the common securities will
be owned, directly or indirectly, by Citigroup. The common securities rank
equally, and payments will be made on the common securities on a ratable basis,
with the capital securities. If an event of default under the declaration occurs
and continues, however, the rights of the holders of the common securities to
receive payment of periodic distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the capital securities. The declaration does not permit the issuance by
Citigroup Capital of any securities other than the trust securities or the
incurrence of any indebtedness by Citigroup Capital.
Pursuant to the declaration, the institutional trustee will hold title to
the junior subordinated debt securities purchased by Citigroup Capital for the
benefit of the holders of the trust securities. The payment of distributions out
of money held by Citigroup Capital, and payments upon redemption of the capital
securities or liquidation of Citigroup Capital out of money held by Citigroup
Capital, are guaranteed by Citigroup to the extent described under "Description
of Guarantee." The guarantee will be held by The Chase Manhattan Bank, the
guarantee trustee, for the benefit of the holders of the capital securities. The
guarantee does not cover payment of distributions when Citigroup Capital does
not have sufficient available funds to pay such distributions. In such event,
the remedy of a holder of capital securities is to:
- vote to direct the institutional trustee to enforce the institutional
trustee's rights under the junior subordinated debt securities; or
- if the failure of Citigroup Capital to pay distributions is attributable
to the failure of Citigroup to pay interest or principal on the junior
subordinated debt securities, institute a proceeding directly againstsue Citigroup for enforcement of payment to
such holder of the principal or interest on the junior subordinated debt
securities having a principal amount equal to the aggregate liquidation
amount of the capital securities of such holder on or after the
respective due date specified in the junior subordinated debt securities.
DISTRIBUTIONS
Distributions on the capital securities will be fixed at a rate per annum
of % of the stated liquidation amount of $ per capital security.
Distributions not paid when due, or would be due, if not for any extension
period or default by Citigroup on the junior subordinated debt securities, will
themselves accumulate additional interest at the annual rate of % thereof
compounded . When this prospectus refers to any payment of
distributions, distributions include any such interest payable unless otherwise
stated. The amount of distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months.
13
Distributions on the capital securities will be cumulative, will accrue
from and including , and will be payable in arrears on
of each year, commencing . When, as and if available for payment,
distributions will be made by the institutional trustee, except as otherwise
described below.
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The distribution rate and the distribution payment dates and other payment
dates for the capital securities will correspond to the interest rate and
interest payment dates and other payment dates on the junior subordinated debt
securities.
DEFERRAL OF DISTRIBUTIONS.Deferral of Distributions. Citigroup has the right under the indenture to
defer interest payments on the junior subordinated debt securities for an
extension period not exceeding consecutive interest periods
during which no interest shall be due and payable. A deferral of interest
payments cannot extend, however, beyond the maturity of the junior subordinated
debt securities. As a consequence of Citigroup's extension of the interest
payment period, distributions on the capital securities would be
deferred during any such extended interest payment period. During an extension
period, the amount of distributions due to you would continue to accumulate and
such deferred distributions will themselves accrue interest. In the event that
Citigroup exercises its right to extend the interest payment period, then:
(1) Citigroup shall not declare or pay any dividend on, make any
distributions with respectrelating to, or redeem, purchase, acquire or make a
liquidation payment with respectrelating to, any of its capital stock or make any
guarantee payment with respectrelating thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants,consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of
Citigroup's capital stock,stock; or
- the purchase of fractional interests in shares of Citigroup's
capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; and
(2) Citigroup may not make any payment of interest on or principal of, or
premium, if any, on, or repay, repurchase or redeem, any debt
securities issued by Citigroup which rank equally with or junior to the
junior subordinated debt securities.
The foregoing, however, will not apply to any stock dividends paid by Citigroup
where the dividend stock is the same stock as that on which the dividend is
being paid. Prior to the termination of any extension period, Citigroup may
further extend such extension period, so long as such extension period, together
with all such previous and further extensions of such period, may not exceed
consecutive interest periods. An extension period cannot extend,
however, beyond the maturity of the junior subordinated debt securities.
Upon the termination of any extension period and the payment of all amounts
then due, Citigroup may commence a new extension period subject towhich must comply with
the above requirements. Consequently, there could be up to extension periods of
varying lengths throughout the term of the junior subordinated debt securities.
The regular trustees shall give the holders of the capital securities notice of
any extension period upon their receipt of notice thereof from Citigroup. If
distributions are deferred, the deferred distributions and accrued interest on
such distributions shall be paid to holders of record of the capital securities
as they appear on the books and records of Citigroup Capital on the record date
next following the termination of such deferral period. See "Description of the
Junior Subordinated Debt Securities--Interest"Securities -- Interest" and "--Option"-- Option to Extend
Interest Payment Period."
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PAYMENT OF DISTRIBUTIONS.Payment of Distributions. Distributions on the capital securities will be
payable to the extent that Citigroup Capital has funds available for the payment
of such distributions in its property account. Citigroup Capital's funds
available for distribution to the holders of the capital securities will be
limited to payments received from Citigroup on the junior subordinated debt
securities. The payment of distributions out of monies held by Citigroup Capital
is guaranteed by Citigroup to the extent set forth under "Description of
Guarantee." See "Description of the Junior Subordinated Debt Securities."
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Distributions on the capital securities will be payable to the holders
named on the securities register of Citigroup Capital at the close of business
on the relevant record dates. As long as the capital securities remain in
book-entry only form, the record date will be one business day before the
distribution dates. Such distributions will be paid through the institutional
trustee who will hold amounts received in respect of the junior subordinated
debt securities in the Property Account for the benefit of the holders of the
trust securities. Subject toUnless any applicable laws and regulations and the provisions
of the declaration state otherwise, each such payment will be made as described
under "--Book-Entry"-- Book-Entry Only Issuance--TheIssuance -- The Depository Trust Company" below.
In the event that the capital securities do not continue to remain in
book-entry only form, the relevant record dates shallwill conform to the rules of any
securities exchange on which the capital securities are listed and, if none, the
regular trustees shallwill have the right to select relevant record dates, which shallwill
be more than 14 days but less than 60 days prior to the relevant payment dates.
In the event that any date on which distributions are to be made on the capital
securities is not a business day, then payment of the distributions payable on
such date will be made on the next succeeding day which is a business day, and
without any interest or other payment in respect of any such delay. However, if
such business day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding business day, in each case with the same force
and effect as if made on such record date. A "business day" shall meanmeans any day other
than Saturday, Sunday or any other day on which banking institutions in New York
City are permitted or required by any applicable law to close.
MANDATORY REDEMPTION OF TRUST SECURITIES
The capital securities have no stated maturity date but will be redeemed
upon the maturity of the junior subordinated debt securities or to the extent
the junior subordinated debt securities are redeemed. The junior subordinated
debt securities will mature on , 20 , and may be redeemed, in
whole or in part, at any time on or after . The junior
subordinated debt securities can also be redeemed at any time, in whole or in
part, in certain circumstances upon the occurrence of a Tax Event, an Investment
Company Event or a Regulatory Capital Event.
Upon the maturity of the junior subordinated debt securities, the proceeds
of thetheir repayment thereof shall simultaneously be applied to redeem all outstanding
trust securities at the redemption price. Upon the redemption of the junior
subordinated debt securities, whether in whole or in part, either at the option
of Citigroup or pursuant to a Tax Event, an Investment Company Event or a
Regulatory Capital Event, Citigroup Capital will use the cash it receives upon
the redemption to redeem trust securities having an aggregate liquidation amount
equal to the aggregate principal amount of the junior subordinated debt
securities so redeemed at the redemption price. Before such redemption, holders
of trust securities shallwill be given not less than 30 nor more than 60 days'
notice. In the event that fewer than all of the outstanding capital securities
are to be redeemed, the capital securities will be redeemed on a ratable basis
as described under "--Book-Entry"-- Book-Entry Only Issuance--TheIssuance -- The Depository Trust Company"
below. See "--Special"-- Special Event Redemption" and "Description of the Junior
Subordinated Debt Securities--OptionalSecurities -- Optional Redemption."
15
SPECIAL EVENT REDEMPTION
"Tax Event" means that the regular trustees shallwill have received an opinion
of a nationally recognized independent tax counsel experienced in such matters
to the effectwhich states that, as a result of any:
- amendment to, or change, including any announced prospective change in, the laws or associated regulations of the
United States or any political subdivision or taxing authority of the
United States; or
- amendment to, or change in, an interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or
regulatory authority, including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or
after the date of this prospectus,
in either case where such change or amendment becomes effective on or after the
date of this prospectus,15
92
there is more than an insubstantial risk that:
- Citigroup Capital would be subjectrequired to pay United States federal income
tax with respectrelating to income accrued or received on the junior subordinated
debt securities;
- interest payable to Citigroup Capital on the junior subordinated debt
securities would not be deductible by Citigroup for United States federal
income tax purposes; or
- Citigroup Capital would be subjectrequired to pay more than a minimal amount of
other taxes, duties or other governmental charges.
"Investment Company Event" means that the regular trustees shallwill have
received an opinion of a nationally recognized independent counsel experienced
in practicing under the 1940 Act to the effectsuch matters which states that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that Citigroup Capital is or
will be considered an "investment company" which is required to be registered
under the Investment
Company Act of 1940 as amended (the "1940 Act"), which change becomes effective
on or after the date of this prospectus.Act.
"Regulatory Capital Event" means a determination bythat if Citigroup determines, based on an
opinion of counsel experienced in such matters, (whowho may be an employee of
Citigroup or any of its affiliates),affiliates, that, as a result of
(a)- any amendment to, clarification of or change (including any announced prospective change) in applicable laws or
regulations or official interpretations thereof or policies with respect
thereto or
(b)- any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which
amendment, clarification, change, pronouncement or decision is announced or is
effective after the date of this prospectus,
there is more than an insubstantial risk that the capital securities will no
longer constitute Tier I Capital of Citigroup or any bank holding company of
which Citigroup is a subsidiary (or its
equivalent) for purposes of the capital adequacy guidelines
or policies of the Board of Governors of the Federal Reserve System or its
successor as Citigroup's primary federal banking regulator.
This prospectus refers to a Tax Event, an Investment Company Event or a
Regulatory Capital Company Event as a "Special Event." Subject to obtainingProvided that Citigroup
obtains any required regulatory approval, if a Special Event occurs and
continues, Citigroup may, upon not less than 30 nor more than 60 days' notice,
redeem the junior subordinated debt securities, in whole or in part, for cash
within 90 days following the occurrence of such Special Event. Following such
redemption, trust securities with an aggregate liquidation amount equal to the
aggregate principal amount of the junior subordinated debt securities so
redeemed shall be redeemed by Citigroup Capital at the redemption price on a
ratable basis. If, however, at the time there is available to Citigroup or
Citigroup Capital the opportunity to eliminate, within such 90-day period, the
Special Event by taking some ministerial action, such as filing a form or making
an election or pursuing some other similar reasonable measure that will have no
16
adverse effect on Citigroup Capital, Citigroup or the holders of the trust
securities, then Citigroup or Citigroup Capital will pursue such measure instead
of redemption.
DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Citigroup will have the right at any time to dissolve Citigroup Capital.
After satisfaction of the liabilities of creditors of Citigroup Capital as
provided by applicable law, Citigroup Capital may cause junior subordinated debt
securities to be distributed to the holders of the capital securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of the capital securities then outstanding. Prior to any such
dissolution, Citigroup will obtain any required regulatory approvals.
If the junior subordinated debt securities are distributed to the holders
of the capital securities, Citigroup will use its best efforts to cause the
junior subordinated debt securities to be listed on the NYSE or on such other
exchange as the capital securities are then listed.
16
93
After the date for any distribution of junior subordinated debt securities
upon dissolution of Citigroup Capital:
- the capital securities will no longer be deemed to be outstanding;
- the securities depositary or its nominee, as the record holder of the
capital securities, will receive a registered global certificate or
certificates representing the junior subordinated debt securities to be
delivered upon such distribution; and
- any certificates representing capital securities not held by the
depositary or its nominee will be deemed to represent junior subordinated
debt securities having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical
to the distribution rate of, and with accrued and unpaid interest equal
to accrued and unpaid distributions on, such capital securities until
such certificates are presented to Citigroup or its agent for transfer or
reissuance.
There can be no assurance as to the market prices for either the capital
securities or the junior subordinated debt securities that may be distributed in
exchange for the capital securities if a dissolution and liquidation of
Citigroup Capital were to occur. This means that the capital securities that an
investor may purchase, whether pursuant to the offer made by this prospectus or
in the secondary market, or the junior subordinated debt securities that an
investor may receive if a dissolution and liquidation of Citigroup Capital were
to occur, may trade at a discount to the price that the investor paid to
purchase the capital securities offered by this prospectus.
REDEMPTION PROCEDURES
Citigroup Capital may not redeem fewer than all of the outstanding capital
securities unless all accrued and unpaid distributions have been paid on all
capital securities for all distribution periods terminating on or
prior to the date of redemption.
If (1) Citigroup Capital gives aan irrevocable notice of redemption regarding of the
capital securities, which notice will be irrevocable, then, by 12:00 noon, New York City
time, on the redemption date, and (2) if Citigroup has paid to the institutional trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the junior subordinated debt securities, then, by 12:00 noon, New York City
time, on the redemption date, the institutional trustee will irrevocably deposit
with the depositary funds sufficient to pay the applicable redemption price.
Citigroup Capital will also give the depositary irrevocable instructions and
authority to pay the redemption price to the holders of the capital securities.
Once notice of redemption is given and funds are irrevocably deposited,
distributions will cease to accrue and all rights of holders of capital
securities called for redemption will cease, except the right of the holders to
receive the redemption price but without interest on
17
such redemption price. If
any redemption date is not a business day, then payment of the redemption price
payable on such date will be made on the next succeeding day that is a business
day, without any interest or other payment in respect of any such delay.
However, if such business day falls in the next calendar year, such payment will
be made on the immediately preceding business day.
If payment of the redemption price for any capital securities is improperly
withheld or refused and not paid either by Citigroup Capital, or by Citigroup
pursuant to the guarantee, distributions on such capital securities will
continue to accrue at the then applicable rate from the original redemption date
to the date of payment. In this case, the actual payment date will be the
redemption date for purposes of calculating the redemption price. See
"--Book-Entry"-- Book-Entry Only Issuance--theIssuance -- The Depository Trust Company."
In the event that fewer than all of the outstanding capital securities are
to be redeemed, the capital securities will be redeemed in accordance with the
depositary's standard procedures. See "--Book-Entry"-- Book-Entry Only Issuance--TheIssuance -- The
Depository Trust Company."
Subject to the foregoing and applicable law, including, without limitation,
United States federal securities laws,
Citigroup or its subsidiaries may, at any time, and from time to time,
purchase outstanding capital securities by tender, in the open market or by
private agreement.agreement, provided that it complies with United States federal
securities laws and any other applicable laws.
17
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LIQUIDATION DISTRIBUTION UPON DISSOLUTION
This prospectus refers to any voluntary or involuntary liquidation,
dissolution, winding-up or termination of Citigroup Capital as a "liquidation."
If a liquidation occurs, the holders of the capital securities will be entitled
to receive out of the assets of Citigroup Capital, after satisfaction of
liabilities to creditors, distributions in an amount equal to the aggregate of
the stated liquidation amount of $ per capital security plus accrued and
unpaid distributions thereon to the date of payment, unless, in connection withpayment. But such liquidation,holders won't
receive such distribution if Citigroup instead distributes on a ratable basis to
the holders of the capital securities junior subordinated debt securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and with
accrued and unpaid interest equal to accrued and unpaid distributions on, the
capital securities outstanding at such time. See "--Distribution"-- Distribution of the Junior
Subordinated Debt Securities."
If this distribution can be paid only in part because Citigroup Capital has
insufficient assets available to pay in full the aggregate distribution, then
the amounts payable directly by Citigroup Capital on the capital securities
shall be paid on a ratable basis. The holders of the common securities will be
entitled to receive distributions upon any such liquidation on a ratable basis
with the holders of the capital securities. However, if a declaration event of
default has occurred and is continuing, the capital securities shall have a
preference over the common securities with regard to such distributions.
Pursuant to the declaration, Citigroup Capital shall terminate:
(1) on , 20 , the expiration of the term of Citigroup
Capital;
(2) upon the bankruptcy of Citigroup or the holder of the common
securities;
(3) upon (a) the filing of a certificate of dissolution or its equivalent
with respect toregarding the holder of the common securities or Citigroup, the filing
of a certificate of cancellation with respect toregarding Citigroup Capital, or the
revocation of the charter of the holder of the common securities or
Citigroup and (b) the expiration of 90 days after the date of
revocation without a reinstatement thereof;
(4) upon the distribution of junior subordinated debt securities to holders
of capital securities;
(5) upon the entry of a decree of a judicial dissolution of the holder of
the common securities, Citigroup or Citigroup Capital; or
(6) upon the redemption of all the trust securities.
18
DECLARATION EVENTS OF DEFAULT
An "indenture event of default" is an event of default under the indenture
and also constitutes a "declaration event of default," which is an event of
default under the declaration with respectrelating to the trust securities; provided,
that pursuantsecurities. Pursuant to the
declaration, however, the holder of the common securities will be deemed to have
waived any declaration event of default with respectrelating to the common securities until
all declaration events of default with respectrelating to the capital securities have been
cured, waived or otherwise eliminated. Until such declaration events of default
with respectrelating to the capital securities have been so cured, waived, or otherwise
eliminated, the institutional trustee will be deemed to be acting solely on
behalf of the holders of the capital securities. Only the holders of the capital
securities will have the right to direct the institutional trustee with respectas to matters
under the declaration, and therefore the indenture. In the event that any
declaration event of default with
respectrelating to the capital securities is waived by the
holders of the capital securities as provided in the declaration, the holders of
common securities pursuant to the declaration have agreed that such waiver also
constitutes a waiver of such declaration event of default with respectrelating to the common
securities for all purposes under the declaration without any further act, vote
or consent of the holders of common securities. See "--Voting"-- Voting Rights."
If the institutional trustee fails to enforce its rights under the junior
subordinated debt securities, any holder of capital securities may directly
institute a legal proceeding against Citigroup to enforce the institutional
trustee'sthese rights under the junior subordinated debt securities without
first instituting any legal proceeding againstsuing the institutional trustee or any other person or entity. If a
declaration event of
18
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default has occurred and is continuing and such event is attributable to the
failure of Citigroup to pay interest or principal on the junior subordinated
debt securities on the date such interest or principal is otherwise payable, or
in the case of redemption, the redemption date, then a holder of capital
securities may also bring a direct action. This means that a holder may directly
institute a proceedingsue for enforcement of payment to such holder of the principal of or interest on
the junior subordinated debt securities having a principal amount equal to the
aggregate liquidation amount of the capital securities of such holder on or
after the respective due date specified in the junior subordinated debt
securities withoutsecurities. Such holder need not first (1) directingdirect the institutional trustee to
enforce the terms of the junior subordinated debt securities or (2) instituting a legal
proceeding againstsue
Citigroup to enforce the institutional trustee's rights under the junior
subordinated debt securities.
In connection with such direct action, Citigroup will be subrogated to the
rights of such holder of capital securities under the declaration to the extent
of any payment made by Citigroup to such holder of capital securities in such
direct action. This means that Citigroup will be entitled to payment of amounts
that a holder of capital securities receives in respect of an unpaid
distribution that resulted in the bringing of a direct action to the extent that
such holder receives or has already received full payment with respectrelating to such
unpaid distribution from Citigroup Capital. The holders of capital securities
will not be able to exercise directly any other remedy available to the holders
of the junior subordinated debt securities.
Upon the occurrence of an indenture event of default, the institutional
trustee as the sole holder of the junior subordinated debt securities will have
the right under the indenture to declare the principal of and interest on the
junior subordinated debt securities to be immediately due and payable. Citigroup
and Citigroup Capital are each required to file annually with the institutional
trustee an officers' certificate as to its compliance with all conditions and
covenants under the declaration.
VOTING RIGHTS
Except as described in this prospectus under "Description of
Guarantee--ModificationGuarantee -- Modification of Guarantee; Assignment," and except as provided
under the Trust Act, the Trust Indenture Act and as otherwise required by law
and the declaration, the holders of the capital securities will have no voting
rights.
19
Subject to the requirement of the institutional trustee obtaining a tax
opinion in the circumstances set forth in the last sentence of this paragraph,
theThe holders of a majority in aggregate liquidation amount of the capital
securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to
the institutional trustee.trustee so long as the institutional trustee receives the tax
opinion discussed below. The holders also have the right to direct the
exercise of any trust or power conferred upon
the institutional trustee under the declaration including the right to direct
the institutional trustee, as holder of the junior subordinated debt securities,
to:
(1) direct the time, method and place of conducting any proceeding for any remedy available to the indenture
trustee, or exercising any trust or power conferred on the indenture
trustee with respect to the junior
subordinated debt securities;trustee;
(2) waive any past indenture event of default that is waivable under
Section 5.13 of the indenture;
(3) exercise any right to rescind or annul a declaration thatan acceleration of the principalmaturity
of all the junior subordinated debt securities shall be due and payable;securities; or
(4) consent to any amendment, modification or termination of the indenture
or the junior subordinated debt securities where such
consent shall beis required.
Where a consent or action under the indenture would require the consent or
act of holders of more than a majority in principal amount of the junior
subordinated debt securities, or a "super majority," affected thereby, then only the holders of at least sucha super majority in aggregate liquidation amount of
the capital securities
may direct the institutional trustee to give such consent or take such action.
If the institutional trustee fails to enforce its rights under the junior
subordinated debt securities, any record holder of capital securities may
directly institute a legal proceeding againstsue Citigroup to enforce the institutional trustee's rights under the
junior subordinated debt securities without first instituting any legal proceeding againstsecurities. The record holder does not have to sue the
institutional trustee or any other person or entity.entity before enforcing his rights.
The institutional trustee shallis required to notify all holders of the capital
securities of any notice of default received from the indenture trustee with respecttrustee. The
notice is required to the junior subordinated debt
securities. Such notice shall state that such indenturethe event of default also constitutes a
declaration event of default. Except with respect tofor directing the time, method and place of
conducting a proceeding for a remedy available to the institutional trustee, the
institutional trustee as holder of the junior
subordinated debt securities, shallwill not take any of the actions described in clauses (1),
(2), (3) or (4) above unless the institutional trustee has obtainedreceives an
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96
opinion of a nationally recognized independent tax counsel experienced in
such matterscounsel. The opinion must be
to the effect that, as a result of such action, Citigroup Capital will not fail
to be classified as a grantor trust for United States federal income tax
purposes.
If the consent of the institutional trustee as the holder of the junior
subordinated debt securities, is required under the indenture
with respect tofor any amendment, modification or termination of the indenture, the
institutional trustee shallis required to request the written direction of the
holders of the trust securities with respect to such amendment, modification or termination.securities. Then, the institutional trustee shallwill vote with respect to such amendment,
modification or termination as
directed by a majority in liquidation amount of the trust securities voting
together as a single class. Where any amendment, modification or termination
under the indenture would require the consent of a super majority, however, the
institutional trustee may only give such consent at the direction of the holders
of at least the proportion in aggregate liquidation
amountsame super majority of the holders of the trust securities which the relevant super majority represents of
the aggregate principal amount of the junior subordinated debt securities
outstanding.securities. The
institutional trustee shall be under no obligationis not required to take any such action in accordance with
the directions of the holders of the trust securities unless the institutional
trustee has obtained ana tax opinion of a
nationally recognized independent tax counsel experienced in such matters to the effect that for United States federal income tax purposes Citigroup Capital will
not be classified as other than a grantor trust.
20
described above.
A waiver of an indenture event of default by the institutional trustee at
the direction of the holders of the capital securities will constitute a waiver
of the corresponding declaration event of default.
Any required approval or direction of holders of capital securities may be
given at a separate meeting of holders of capital securities convened for such
purpose, at a meeting of all of the holders of trust securities or pursuant toby written
consent. The regular trustees will mail to each holder of record of capital
securities a notice of any meeting at which such holders are entitled to vote,
or of any matter upon which action by written consent of such holders is to be
taken. Each such notice will include a statement setting forth the following
information:
- the date of such meeting or the date by which such action is to be taken;
- a description of any resolution proposed for adoption at such meeting on
which such holders are entitled to vote or of such matter upon which
written consent is sought; and
- instructions for the delivery of proxies or consents.
No vote or consent of the holders of capital securities will be required
for Citigroup Capital to redeem and cancel capital securities or distribute
junior subordinated debt securities in accordance with the declaration.
NotwithstandingDespite the fact that holders of capital securities are entitled to vote or
consent under any of the circumstances described above, any of the capital securities
that are owned at suchthe time by Citigroup or any entity directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
Citigroup, will not be entitled to vote or consent. Instead, for
purposes of such vote or consent, suchthese capital
securities will be treated as if they were not outstanding.
The procedures by which holders of capital securities may exercise their
voting rights are described below. See "--Book-Entry"-- Book-Entry Only Issuance--TheIssuance -- The
Depository Trust Company."
Holders of the capital securities generally will have no rights to appoint
or remove the Citigroup trustees. Instead, the trustees may be appointed,
removed or replaced solely by Citigroup as the indirect or direct holder of all
of the common securities.
MODIFICATION OF THE DECLARATION
The declaration may be modified and amended if approved by the regular
trustees, and in certain circumstances, the institutional trustee and the
Delaware trustee. If, however, any proposed amendment provides for, or the
regular trustees otherwise propose to effect,
(1) any action that would adversely affect the powers, preferences or
special rights of the trust securities, whether by way of amendment to
the declaration or otherwise or
(2) the dissolution, winding-up or termination of Citigroup Capital other
than pursuant to the terms of the declaration,
20
97
then the holders of the trust securities voting together as a single class will
be entitled to vote on such amendment or proposal. Such amendment or proposal
shall not be effective except with the approval of holders of at least a
majority in liquidation amount of the trust securities affected thereby. If,
however, any amendment or proposal referred to in clause (1) above would
adversely affect only the capital securities or the common securities, then only
holders of the affected class will be entitled to vote on such amendment or
proposal. Such amendment or proposal shall not be effective except with the
approval of holders of a majority in liquidation amount of such class of trust
securities.
NotwithstandingDespite the foregoing, no amendment or modification may be made to the
declaration if such amendment or modification would
(1) cause Citigroup Capital to be classified for United States federal
income tax purposes as other than a grantor trust,
(2) reduce or otherwise adversely affect the powers of the institutional
trustee or
(3) cause Citigroup Capital to be deemed an "investment company" which is
required to be registered under the 1940 Act.
21
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
Citigroup Capital may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body except as
described below. Citigroup Capital may, with the consent of the regular trustees
and without the consent of the holders of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State; provided, that:
(1) such successor entity either
(a) expressly assumes all of the obligations of Citigroup Capital under
the trust securities or
(b) substitutes for the capital securities other successor securities
having substantially the same terms as the trust securities, (the "successor
securities"), so long
as the successor securities rank the same as the trust securities
rank with respect toregarding distributions and payments upon liquidation,
redemption and otherwise;
(2) Citigroup expressly acknowledges a trustee of such successor entity
possessing the same powers and duties as the institutional trustee, in
its capacity as the holder of the junior subordinated debt securities;
(3) the capital securities or any successor securities are listed, or any
successor securities will be listed upon notification of issuance, on
any national securities exchange or with another organization on which
the capital securities are then listed or quoted;
(4) such merger, consolidation, amalgamation or replacement does not cause
the capital securities, including any successor securities, to be
downgraded by any nationally recognized statistical rating
organization;
(5) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the holders
of the trust securities, including any successor securities, in any
material respect, other than in connection with respect to any dilution of the
holders' interest in the new entity;
(6) such successor entity has a purpose identical to that of Citigroup
Capital;
(7) prior to such merger, consolidation, amalgamation or replacement,
Citigroup Capital has received an opinion of a nationally recognized
independent counsel to Citigroup Capital experienced in such matters to
the effect that
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(a) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the
holders of the trust securities, including any successor securities,
in any material respect, other than in connection with respect to any dilution
of the holders' interest in the new entity,entity; and
(b) following such merger, consolidation, amalgamation or replacement,
neither Citigroup Capital nor such successor entity will be required
to register as an "investment company" under the 1940 Act; and
(8) Citigroup guarantees the obligations of such successor entity under the
successor securities at least to the extent provided by the guarantee.
NotwithstandingDespite the foregoing, Citigroup Capital shall not, except with the consent
of holders of 100% in liquidation amount of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
in the opinion of a nationally recognized independent tax counsel experienced in
such matters, such consolidation, amalgamation, merger or replacement would
cause Citigroup Capital or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.
22
BOOK-ENTRY ONLY ISSUANCE--THEISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as securities depositary for the capital securities.
The capital securities will be issued only as fully-registeredbook-entry securities. Upon issuance, all
book-entry securities will be represented by one or more fully registered global
capital securities, without distribution coupons. Each global capital security
will be deposited with, or on behalf of, The Depositary Trust Company, a
securities depository, and will be registered in the name of Cede & Co., which is DTC's nominee. OneDTC or more fully-registered
globala nominee of
DTC. DTC will thus be the only registered holder of these capital securities certificates, representingand
will be considered the total aggregate numbersole owner of the capital securities for purposes of the
declaration.
Purchasers of capital securities may only hold interests in the global
notes through DTC if they are a participant in the DTC system. Purchasers may
also hold interests through a securities intermediary -- banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
has an account with DTC or its nominee. DTC will maintain accounts showing the
capital security holdings of its participants, and these participants will in
turn maintain accounts showing the capital security holdings of their customers.
Some of these customers may themselves be securities intermediaries holding
capital securities for their customers. Thus, each beneficial owner of a
book-entry capital security will hold that capital security indirectly through a
hierarchy of intermediaries, with DTC at the "top" and the beneficial owner's
own securities intermediary at the "bottom."
The capital securities of each beneficial owner of a book-entry security
will be issuedevidenced solely by entries on the books of the beneficial owner's
securities intermediary. The actual purchaser of the capital securities will
generally not be entitled to have the capital securities represented by the
global securities registered in its name and will not be deposited with DTC. This means
that Citigroup Capitalconsidered the owner
under the declaration. In most cases, a beneficial owner will also not issue certificatesbe able
to obtain a paper certificate evidencing the purchasers for theholder's ownership of capital
securities. The book-entry system for holding capital securities eliminates the
need for physical movement of certificates and is the system through which most
publicly traded common stock is held in the United States. However, the laws of
some jurisdictions require that certainsome purchasers of securities to take physical
delivery of their securities in definitive form. SuchThese laws may impair the
ability to transfer book-entry securities.
A beneficial interests in the global capitalowner of book-entry securities as represented by a global certificate.capital
security may exchange the securities for definitive (paper) capital securities
only if:
(a) DTC is unwilling or unable to continue as depositary for such global
capital security and Citigroup is unable to find a qualified
replacement for DTC within 90 days;
(b) at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
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99
(c) Citigroup in its sole discretion decides to allow some or all
book-entry securities to be exchangeable for definitive capital
securities in registered form.
Unless we indicate otherwise in the applicable prospectus supplement, any
global capital security that is exchangeable will be exchangeable in whole for
definitive notes in registered form, with the same terms and of an equal
aggregate principal amount, in denominations of $ and whole multiples
of $ . Definitive capital securities will be registered in the name or
names of the person or persons specified by DTC in a written instruction to the
registrar of the securities. DTC may base its written instruction upon
directions it receives from its participants.
In this prospectus, for book-entry capital securities, references to
actions taken by capital security holders will mean actions taken by DTC upon
instructions from its participants, and references to payments and notices of
redemption to capital security holders will mean payments and notices of
redemption to DTC as the registered holder of the capital securities for
distribution to participants in accordance with DTC's procedures.
DTC is a limited-purposelimited purpose trust company organized under the laws of the
State of New York, Banking
Law, a "banking organization" within the meaning of the New York
Banking Law,banking law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Sectionunder section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
"participants" deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through computerized book-entry changes in participants'
accounts. This eliminates the need to exchange securities certificates. "Direct
participants" include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its direct participants and by the NYSE and The Nasdaq-Amex Market Group.
Access to the DTC system is also available to others, called "indirect
participants," such as securities brokers and dealers, banks and trust companies
that clear transactions through or maintain a direct or indirect custodial
relationship with a direct participant either directly or indirectly.1934. The
rules applicable to DTC and its participants are on file with the SEC.
Purchases of capital securities withinCitigroup and the DTC system must be made byTrustees will not have any responsibility or through direct participants, who will receive a creditliability
for the capital
securities on DTC's records. The actual purchasersany aspect of the capital securities are
referredrecords relating to, as "beneficial owners." Theor payments made on account of,
beneficial ownership interest of each beneficial
owner is in turn to be recorded on the direct or indirect participants' records.
Beneficial owners will not receive written confirmation from DTC of their
purchases. Instead, beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owners purchased capital securities. Transfers of ownership
interests in the capitalbook-entry securities are to be accomplished by entries made on
the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in
the capital securities, except in the event that use of the book-entry systemor for the capital securities is discontinued.
To facilitate subsequent transfers, all the capital securities deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of capital securities with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual beneficial owners of the capital securities. DTC'smaintaining,
supervising or reviewing any records reflect only
the identity of the direct participants to whose accounts such capital
securities are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
Any redemption notices will be sent by Citigroup Capital to Cede & Co. DTC
will then inform the direct participants, who will then contact the beneficial
owners. If less than all of the capital securities are being redeemed, DTC will
reduce the amount of the interest of each direct participant in such capital
securities in accordance with its procedures.
23
Although voting with respect to the capital securities is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. will itself consent
or vote with respect to the capital securities. Under its usual procedures, DTC
would mail an omnibus proxy to Citigroup Capital as soon as possible after the
record date. The omnibus proxy assigns Cede & Co. consenting or voting rights to
those direct participants to whose accounts the capital securities are credited
on the record date, identified in a listing attached to the omnibus proxy.
Citigroup and Citigroup Capital believe that the arrangements among DTC, direct
and indirect participants, and beneficial owners will enable the beneficial
owners to exercise rights equivalent in substance to those rights that can be
directly exercised by a holder of a beneficial interest in Citigroup Capital.
Distribution payments on the capital securities will be made to DTC. DTC's
practice is to credit direct participants' accounts on the relevant payment date
based on their respective holdings shown on DTC's records, unless DTC has reason
to believe that it will not receive payments on such payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices between the participants and beneficial owners, as is the
case with securities held for the account of customers in bearer form or
registered in "street name." Such payments will be the responsibility of such
participant and not of DTC, Citigroup Capital or Citigroup, subject to any
statutory or regulatory requirements to the contrary that may be in effect from
time to time. Payment of distributions to DTC is the responsibility of Citigroup
Capital. Disbursement of such payments to direct participants is the
responsibility of DTC. Disbursement of such paymentsrelating to the beneficial owners is
the responsibility of direct and indirect participants.
Except as provided in this prospectus, a beneficial owner in a global
capital security certificate will not be entitled to receive physical delivery
of capital securities. This means that each beneficial owner must rely on the
procedures of DTC to exercise any rights under the capital securities.ownership
interests.
DTC may discontinue providing its services as securities depositary with
respect to the capital securities at any time by giving reasonable notice to
Citigroup Capital. Under such circumstances, in the event that a successor
securities depositary is not obtained, capital securities certificates are
required to be printed and delivered. Additionally, the regular trustees, with
the consent of Citigroup, may decide to discontinue use of the system of
book-entry transfers through DTC or any successor depositary with respect to the
capital securities. In that event, certificates for the capital securities will
be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Citigroup and Citigroup Capital believe to
be reliable, but neither Citigroup nor Citigroup Capital takes responsibility
for the accuracy thereof.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
Prior to the occurrence of a default with respectrelating to the trust securities, the
institutional trustee undertakes to perform only such duties as are specifically
set forth in the declaration. After such a default, the institutional trustee
shallwill exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to
such provisions, theThe institutional trustee is under no
obligation to exercise any of the powers vested in it by the declaration at the
request of any holder of capital securities unless offered reasonable indemnity
by such holder against the costs, expenses and liabilities which might be
incurred thereby. NotwithstandingDespite the foregoing, the holders of capital securities will
not be required to offer such indemnity in the event such holders, by exercising
their voting rights, direct the institutional trustee to take any action
following a declaration event of default.
24
PAYING AGENT
In the event that the capital securities do not remain in book-entry only
form, the following provisions will apply:
- the institutional trustee will act as paying agent and may designate an
additional or substitute paying agent at any time;
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100
- registration of transfers of capital securities will be effected without
charge by or on behalf of Citigroup Capital, but upon payment, with the
giving of such indemnity as Citigroup Capital or the Company may require,
in respect of any tax or other government charges that may be imposed in
relation to it; and
- Citigroup Capital will not be required to register or cause to be
registered the transfer of capital securities after such capital
securities have been called for redemption.
GOVERNING LAW
The declaration and the capital securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The regular trustees are authorized and directed to operate Citigroup
Capital in such a way so that Citigroup Capital will not be required to register
as an "investment company" under the 1940 Act or be characterized as other than
a grantor trust for United States federal income tax purposes. Citigroup is
authorized and directed to conduct its affairs so that the junior subordinated
debt securities will be treated as indebtedness of Citigroup for United States
federal income tax purposes. In this connection, Citigroup and the regular
trustees are authorized to take any action, not inconsistent with applicable
law, the certificate of trust of Citigroup Capital or the certificate of
incorporation of Citigroup, that each of Citigroup and the regular trustees
determine in their discretion to be necessary or desirable to achieve such end,
as long as such action does not adversely affect the interests of the holders of
the capital securities or vary the terms thereof.of the capital securities.
Holders of the capital securities have no preemptive rights.
2524
101
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Set forth below is a description of the specific terms of the junior
subordinated debt securities in which Citigroup Capital will invest the proceeds
from the issuance and sale of the trust securities. The following description doesis
not purportintended to be complete and is subject to, and is qualified in its
entirety by reference to, the indenture, dated as of
October 7, 1996, as supplemented, between Citigroup and The Chase Manhattan
Bank, as the indenture trustee, the form of which is filed as an exhibit to the
registration statement of which this prospectus forms a part and the Trust
Indenture Act. Several capitalized terms used herein are defined in the
indenture. Wherever particular sections or defined terms of the indenture are
referred to, such sections or defined terms are incorporated herein by reference
as part of the statement made, and the statement is qualified in its entirety by
such reference.
Under circumstances discussed more fully below involving the dissolution of
Citigroup Capital, subject to obtainingprovided that any required regulatory approval is obtained,
junior subordinated debt securities will be distributed to the holders of the
trust securities in liquidation of Citigroup Capital. See "Description of the
Capital Securities--SpecialSecurities -- Special Event Redemption or Distribution."
If the junior subordinated debt securities are distributed to the holders
of the capital securities, Citigroup will use its best efforts to have the
junior subordinated debt securities listed on the NYSE or on such other national
securities exchange or similar organization on which the capital securities are
then listed or quoted.
GENERAL
The junior subordinated debt securities will be issued as unsecured debt
under the indenture. The junior subordinated debt securities will be limited in
aggregate principal amount to approximately $ . This amount is the sum of
the aggregate stated liquidation amount of the capital securities and the
capital contributed by Citigroup to Citigroup Capital in exchange for the common
securities. (Section 3.1)
The junior subordinated debt securities are not subject to a sinking fund
provision. The entire principal amount of the junior subordinated debt securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon including Compound Interestcompound interest (as defined herein) and Additional Interestadditional interest
(as defined herein), if any, on , 20 .
If junior subordinated debt securities are distributed to holders of
capital securities in liquidation of such holders' interests in Citigroup
Capital, such junior subordinated debt securities will initially be issued in
the form of one or more global securities (as defineddescribed below). As described in
this prospectus, under limited circumstances, junior subordinated debt
securities may be issued in certificated form in exchange for a global security.
In the event that junior subordinated debt securities are issued in certificated
form, such junior subordinated debt securities will be in denominations of
$ and integral multiples thereof and may be transferred or exchanged at the
offices described below. Payments on junior subordinated debt securities issued
as a global security will be made to DTC, to a successor depositary or, in the
event that no depositary is used, to a paying agent for the junior subordinated
debt securities. In the event junior subordinated debt securities are issued in
certificated form, principal and interest will be payable, the transfer of the
junior subordinated debt securities will be registrable and junior subordinated
debt securities will be exchangeable for junior subordinated debt securities of
other denominations of a like aggregate principal amount at the corporate trust
office of the indenture trustee in New York, New York. Payment of interest may
be made at the option of Citigroup by check mailed to the address of the persons
entitled thereto. See "Book-Entry and Settlement."
Citigroup does not intend to issue and sell the junior subordinated debt
securities to any purchasers other than Citigroup Capital.
26
There are no covenants or provisions in the indenture that would afford the
holders of the junior subordinated debt securities protection in the event of a
highly leveraged transaction, reorganization, restructuring, merger or similar
transaction involving Citigroup that may adversely affect such holders.
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102
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indenture provides that Citigroup will not consolidate with or merge
into any other corporation or convey, transfer or lease its assets substantially
as an entirety unless:
- the successor is a corporation organized in the United States and
expressly assumes the due and punctual payment of the principal of, and
premium, if any, and interest on all junior subordinated debt securities
issued thereunder and the performance of every other covenant of the
indenture on the part of Citigroup; and
- immediately thereafter no event of default and no event which, after
notice or lapse of time, or both, would become an event of default, shall
have happened and be continuing.
Upon any such consolidation, merger, conveyance or transfer, the successor
corporation shall succeed to and be substituted for Citigroup under the
indenture. Thereafter the predecessor corporation shall be relieved of all
obligations and covenants under the indenture and the junior subordinated debt
securities. (Sections 8.1 and 8.2)
SUBORDINATION
The indenture provides that the junior subordinated debt securities are
subordinated and junior in right of payment to all Senior Indebtedness (as
defined below) of Citigroup. This means that no payment of principal, including
redemption payments, premium, if any, or interest on the junior subordinated
debt securities may be made if:
- any Senior Indebtedness of Citigroup has not been paid when due and any
applicable grace period with respectrelating to such default has ended and such
default has not been cured or waived or ceased to exist; or
- the maturity of any Senior Indebtedness of Citigroup has been accelerated
because of a default.
Upon any distribution of assets of Citigroup to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all principal, premium, if any, and interest due or to become due on all Senior
Indebtedness of Citigroup must be paid in full before the holders of junior
subordinated debt securities are entitled to receive or retain any payment. Upon
satisfaction of all claims related to all Senior Indebtedness of Citigroup then
outstanding, the rights of the holders of the junior subordinated debt
securities will be subrogated to the rights of the holders of Senior
Indebtedness of Citigroup to receive payments or distributions applicable to
Senior Indebtedness until all amounts owing on the junior subordinated debt
securities are paid in full.
The term "Senior Indebtedness" means, with respect to Citigroup:
(1) the principal, premium, if any, and interest in respect of (a)
indebtedness for money borrowed and (b) indebtedness evidenced by securities,
notes, debentures, bonds or other similar instruments issued by Citigroup;
(2) all capital lease obligations of Citigroup;
(3) all obligations of Citigroup issued or assumed as the deferred purchase
price of property, all conditional sale obligations of Citigroup and all
obligations of Citigroup under any conditional sale or title retention
agreement, but excluding trade accounts payable arising in the ordinary course
of business;
27
(4) all obligations, contingent or otherwise, of Citigroup in respect of
any letters of credit, banker's acceptance, security purchase facilities or
similar credit transactions;
(5) all obligations in respect of interest rate swap, cap or other
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements;
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103
(6) all obligations of the type referred to in clauses (1) through (5)
above of other persons for the payment of which Citigroup is responsible or
liable as obligor, guarantor or otherwise; and
(7) all obligations of the type referred to in clauses (1) through (6)
above of other persons secured by any lien on any property or asset of
Citigroup, whether or not such obligation is assumed by such obligor, except for
(A) any such indebtedness that is by its terms subordinated to or
equally with the junior subordinated debt securities and
(B) any indebtedness between or among Citigroup or its affiliates,
including all other debt securities and guarantees in respect of
those debt securities, issued to (a) any other Citigroup trust or a
trustee of such trust and (b) any other trust, or a trustee of such
trust, partnership or other entity affiliated with Citigroup that is
a financing vehicle of Citigroup in connection with the issuance by
such financing vehicle of preferredcapital securities or other securities
guaranteed by Citigroup pursuant to an instrument that ranks equally
with, or junior to, the guarantee.
Such Senior Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.
The indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by Citigroup.
OPTIONAL REDEMPTION
Subject to obtaining any required regulatory approval,
Citigroup shall have the right to redeem the junior subordinated debt
securities, in whole or in part, from time to time, on or after ,
or at any time upon the occurrence of a Tax Event, an Investment Company Event
or a Regulatory Capital Event, as described above, upon not less than 30 nor
more than 60 days' notice. The redemption price will be equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest, including
Additional Interestadditional interest (as defined herein)described below), if any, to the redemption date. If a
partial redemption of the capital securities resulting from a partial redemption
of the junior subordinated debt securities would result in the delisting of the
capital securities, Citigroup may only redeem the junior subordinated debt
securities in whole. (Section 11.2) Citigroup may need regulatory approval to
redeem the junior subordinated debt securities. See "Description of the Capital
Securities--SpecialSecurities -- Special Event Redemption."
INTEREST
The junior subordinated debt securities will bear interest at the annual
rate of %, from and including the original date of issuance, payable
in arrears on of each year, commencing
. Each date on which interest is paid is called an "interest
payment date." Interest will be paid to the person in whose name such junior
subordinated debt security is registered, subject towith limited exceptions, at the close
of business on the business day next preceding such interest payment date. In
the event the junior subordinated debt securities shall not continue to remain
in book-entry only form, Citigroup shall have the right to select record dates,
which shall be more than 14 days but less than 60 days prior to the interest
payment date.
28
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full period will be computed on the
basis of the actual number of days elapsed per 30-day month. In the event that
any date on which interest is payable on the junior subordinated debt securities
is not a business day, then payment of the interest payable on such date will be
made on the next succeeding day that is a business day, and without any interest
or other payment in respect of any such delay. However, if such business day is
in the next succeeding calendar year, then such payment shall be made on the
immediately preceding business day, in each case with the same force and effect
as if made on such date.
27
104
OPTION TO EXTEND INTEREST PAYMENT PERIOD
Citigroup can defer interest payments by extending the interest payment
period for a period not exceeding consecutive periods. However,
no extension period may extend beyond the maturity of the junior subordinated
debt securities. At the end of such extension period, Citigroup shall pay all
interest then accrued and unpaid, including any Additional Interest,additional interest as described
under "Additional Interest" below, together with interest thereon compounded
at the rate specified for the junior subordinated debt securities
to the extent permitted by applicable law
("Compound Interest").law. During any such extension period:
- Citigroup shall not declare or pay any dividend on, make any
distributions with respectrelating to, or redeem, purchase, acquire or make a
liquidation payment with respectrelating to, any of its capital stock or make any
guarantee payment with respect thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants,consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of Citigroup's
capital stock,stock; or
- the purchase of fractional interests in shares of Citigroup's capital
stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and
- Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem, any debt securities issued by
Citigroup which rank equally with or junior to the junior subordinated
debt securities.
The foregoing, however, will not apply to any stock dividends paid by Citigroup
where the dividend stock is the same stock as that on which the dividend is
being paid. Prior to the termination of any extension period, Citigroup may
further defer payments of interest by extending such extension period. Such
extension period, including all such previous and further extensions, however,
may not exceed consecutive interest periods, including the
interest period in which notice of such extension period (as described
below) is
given. No extension period, however, may extend beyond the maturity of the
junior subordinated debt securities. Upon the termination of any extension
period and the payment of all amounts then due, Citigroup may commence a new
extension period, subject toif consistent with the terms set forth in this section. No
interest during an extension period, except at the end of such period, shall be
due and payable.
Citigroup has no present intention of exercising its right to defer
payments of interest by extending the interest payment period on the junior
subordinated debt securities. If the institutional trustee shall beis the sole holder of
the junior subordinated debt securities, Citigroup shall give the regular
trustees and the institutional trustee notice of its selection of such extension
period one business day prior to the earlier of
(1) the date distributions on the capital securities would be payable, if
not for such extension period, or
(2) the date the regular trustees are required to give notice to the NYSE
or other 29
applicable self-regulatory organization or to holders of the
capital securities of the record date or the date such distribution
would be payable, if not for such extension period,
but in any event one business day prior to such record date. The regular
trustees shall give notice of Citigroup's selection of such extension period to
the holders of the capital securities. If the institutional trustee shallis not be the
sole holder of the junior subordinated debt securities, Citigroup shall give the
holders of
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105
the junior subordinated debt securities notice of its selection of such
extension period ten business days prior to the earlier of
(1) the next succeeding interest payment date or
(2) the date upon which Citigroup is required to give notice to the NYSE or
other applicable self-regulatory organization or to holders of the
junior subordinated debt securities of the record or payment date of
such related interest payment. (Sections 13.1 and 13.2)
ADDITIONAL INTEREST
If at any time Citigroup Capital is required to pay any taxes, duties,
assessments or governmental charges of whatever nature, other than withholding
taxes, imposed by the United States, or any other taxing authority, then
Citigroup will be required to pay additional interest ("Additional Interest") on the junior subordinated
debt securities. The amount of any Additional Interestadditional interest will be an amount
sufficient so that the net amounts received and retained by Citigroup Capital
after paying any such taxes, duties, assessments or other governmental charges
will be not less than the amounts Citigroup Capital would have received had no
such taxes, duties, assessments or other governmental charges been imposed. This
means that Citigroup Capital will be in the same position it would have been if
it did not have to pay such taxes, duties, assessments or other charges.
INDENTURE EVENTS OF DEFAULT
The indenture provides that the following are events of default with respectrelating to
the junior subordinated debt securities:
(1) default in the payment of the principal of, or premium, if any, on, any
junior subordinated debt security at its maturity;
(2) default for 30 days in the payment of any installment of interest on
any junior subordinated debt security;
(3) default for 90 days after written notice in the performance of any
other covenant in respect of the junior subordinated debt securities;
(4)specified events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of Citigroup; and
(5) any other event of default provided in the applicable resolution of the
Boardboard of Directorsdirectors or supplemental indenture under which the junior
subordinated debt securities are issued.
The indenture trustee may withhold notice to the holders of the junior
subordinated debt securities of any default with respect thereto, except in the
payment of principal, premium or interest, if it considers such withholding to
be in the interests of such holders. (Section 5.1)
If any indenture event of default shall occur and be continuing, the
institutional trustee, as the holder of the junior subordinated debt securities,
will have the right to declare the principal of and the interest on the junior
subordinated debt securities, including any Compound Interestcompound interest and Additional
Interest,additional
interest, if any, and any other amounts payable under the indenture to be
immediately due and payable and topayable. The institutional trustee may also enforce its
other rights as a creditor with
respectrelating to the junior subordinated debt securities.
(Section 5.2) An indenture event of default also constitutes a declaration event
of default. The holders of capital securities in limited circumstances have the
right to direct the institutional trustee to exercise 30
its rights as the holder
of the junior subordinated debt securities. See "Description of the Capital
Securities--DeclarationSecurities -- Declaration Events of Default" and "--Voting"-- Voting Rights."
NotwithstandingDespite the foregoing, if a declaration event of default has occurred and
is continuing and such event is attributable to the failure of Citigroup to pay
interest or principal on the junior subordinated debt securities when such
interest or principal is payable, Citigroup acknowledges that, in such event, a
holder of capital securities may institute a direct
actionsue for payment on or after the respective due
date specified in the junior
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106
subordinated debt securities. Citigroup may not amend the indenture to remove
the foregoingthis right to bring a direct action without the prior written consent of all of
the holders of capital securities of Citigroup Capital. NotwithstandingDespite any payment made
to such holder of capital securities by Citigroup in connection with a direct
action, Citigroup shall remain obligated to pay the principal of or interest on
the junior subordinated debt securities held by Citigroup Capital or the
institutional trustee of Citigroup Capital. Citigroup shall be subrogated to the
rights of the holder of such capital securities with respectrelating to payments on the
capital securities to the extent of any payments made by Citigroup to such
holder in any direct action. The holders of capital securities will not be able
to exercise directly any other remedy available to the holders of the junior
subordinated debt securities. (Sections 5.7 and 5.8)
MODIFICATIONS AND AMENDMENTS
Modifications and amendments to the indenture may be made by Citigroup and
the indenture trustee with the consent of the holders of a majority in principal
amount of the junior subordinated debt securities at the time outstanding.
However, no such modification or amendment may, without the consent of the
holder of each junior subordinated debt security affected thereby:
(1) modify the terms of payment of principal, premium, if any, or interest
on; or
(2) reduce the percentage of holders of junior subordinated debt securities
necessary to modify or amend the indenture or waive compliance by
Citigroup with any covenant or past default.
If the junior subordinated debt securities are held by Citigroup Capital or a
trustee of Citigroup Capital, such supplemental indenture shall not be effective
until the holders of a majority in liquidation preference of trust securities of
Citigroup Capital shall have consented to such supplemental indenture. If the
consent of the holder of each outstanding junior subordinated debt security is
required, such supplemental indenture shall not be effective until each holder
of the trust securities of Citigroup Capital shall have consented to such
supplemental indenture. (Section 9.2)
DISCHARGE AND DEFEASANCE
Citigroup may discharge most of its obligations to holders of the junior
subordinated debt securities issued under the indenture if such junior
subordinated debt securities have not already been delivered to the indenture
trustee for cancellation and either have become due and payable or are by their
terms due and payable within one year, or are to be called for redemption within
one year. Citigroup discharges its obligations by depositing with the indenture
trustee an amount certified to be sufficient to pay when due the principal of
and premium, if any, and interest on all outstanding junior subordinated debt
securities and to make any mandatory sinking fundscheduled installment payments thereon when
due. (Section 4.1)
Unless otherwise specified in this prospectus with respectrelating to the junior
subordinated debt securities, Citigroup, at its option:
(1) will be dischargedreleased from any and all obligations in respect of the junior
subordinated debt securities, except for certain obligations to pay all
expenses of Citigroup Capital, to register the transferwhich is known as "defeasance and
discharge"; or exchange of
junior subordinated debt securities, to replace mutilated, defaced,
destroyed, lost or stolen junior subordinated debt securities, and to
maintain paying agents and hold monies for payment in trust; or
31
(2) need not comply with certain covenants specified herein with respect toregarding the
junior subordinated debt securities.
The occurrence of an event described in clause (3) under "Events of Default"
abovesecurities, which is known as "covenant
defeasance."
If Citigroup exercises its covenant defeasance option, the failure to comply
with respect to any defeased covenant and any other event of default
provided in the applicable resolution
of the Boardboard of Directorsdirectors or supplemental indenture under which the junior subordinated debt securities are issued shallwill no longer be an event
of default if, inunder the indenture.
To exercise either case,its defeasance and discharge or covenant defeasance
options, Citigroup depositsmust
(1) deposit with the indenture trustee, in trust, money or U.S. Government
Obligations that through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay all the principal of and
premium, if any, and any interest on the junior subordinated debt
securities when such payments are due, which may include one or more redemption dates
designated by Citigroup, in accordance with the terms of the junior subordinated
debt securities. Such a trust may only be established, if, among other things,
Citigroup shall have delivereddue; and
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107
(2) deliver an opinion of counsel, which, in the case of a defeasance and
discharge pursuant to clause (1), of this sentence, must be based upon a
ruling or administrative pronouncement of the IRS, to the effect that
the holders of the junior subordinated debt securities will not
recognize gain or loss for federal income tax purposes as a result of
such deposit or defeasance and will be subjectrequired to pay federal income
tax in the same manner as if such defeasance had not occurred.
(Sections 4.2, 4.3 and 4.4) In the event Citigroup omits to comply with its
remaining obligations under.
When there is a defeasance and discharge, the indenture after a defeasance of the indenture
with respect towill no longer
govern the junior subordinated debt securities, as described under
clause (2) aboveCitigroup will no longer be
liable for payment and the holders of such junior subordinated debt securities
will be entitled only to the deposited funds. When there is a covenant
defeasance, however, Citigroup will continue to be obligated for payments when
due if the deposited funds are declared due
and payable because ofnot sufficient to pay the occurrence of any undefeased event of default, the
amount of money and U.S. Government Obligations on deposit withholders.
The obligations under the indenture trustee may be insufficient to pay amounts due onall expenses of Citigroup
Capital, to register the transfer or exchange of junior subordinated debt
securities, at the time of the acceleration resulting from such event of default.
However,to replace mutilated, defaced, destroyed, lost or stolen junior
subordinated debt securities, and to maintain paying agents and hold monies for
payment in trust will continue even if Citigroup will remain liable in respect of such payments.exercises its defeasance and
discharge or covenant defeasance options.
CONCERNING THE INDENTURE TRUSTEE
The indenture trustee has extended substantial credit facilities, the
borrowings under which constitute Senior Indebtedness, to Citigroup. Citigroup
and certain of its subsidiaries also maintain bank accounts, borrow money and
have other customary commercial banking or investment banking relationships with
the indenture trustee in the ordinary course of business.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of capital securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of Citigroup
Capital as a result of the occurrence of a Special Event, the junior
subordinated debt securities will be issued in the form of one or more global
certificates registered in the name of the depositary or its nominee. Each
global certificate is referred to as a "global security." Except under the
limited circumstances described below, junior subordinated debt securities
represented by a global security will not be exchangeable for, and will not
otherwise be issuable as, junior subordinated debt securities in definitive
form. The global securities described above may not be transferred except by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or to a successor depositary
or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. SuchThese
laws may impair the ability to transfer beneficial interests in such a global
security.
Except as provided below, owners of beneficial interests in such a global
security will not be entitled to receive physical delivery of junior
subordinated debt securities in definitive form and will not be considered the
holders, as defined in the indenture, of such global security for any purpose
under the indenture. A global security representing junior subordinated debt
securities is only exchangeable
32
for another global security of like denomination
and tenor to be registered in the name of the depositary or its nominee or to a
successor depositary or its nominee. This means that each beneficial owner must
rely on the procedures of the depositary, or if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture.
THE DEPOSITARY
If junior subordinated debt securities are distributed to holders of
capital securities in liquidation of such holders' interests in Citigroup
Capital, DTC will act as securities depositary for the junior subordinated debt
securities. As of the date of this prospectus, the description in this
prospectus of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments
with respect31
108
relating to the capital securities apply in all material respects to any debt
obligations represented by one or more global securities held by DTC. Citigroup
may appoint a successor to DTC or any successor depositary in the event DTC or
such successor depositary is unable or unwilling to continue as a depositary for
the global securities. For a description of DTC and the specific terms of the
depositary arrangements, see "Description of the Capital
Securities--Book-EntrySecurities -- Book-Entry Only Issuance--Issuance -- The Depository Trust Company."
None of Citigroup, Citigroup Capital, the indenture trustee, any paying
agent and any other agent of Citigroup or the indenture trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global security
for such junior subordinated debt securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITARY'S SERVICES
A global security shall be exchangeable for junior subordinated debt
securities registered in the names of persons other than the depositary or its
nominee only if:
- the depositary notifies Citigroup that it is unwilling or unable to
continue as a depositary for such global security and no successor
depositary shall have been appointed;
- the depositary, at any time, ceases to be a clearing agency registered
under the Exchange Act at which time the depositary is required to be so
registered to act as such depositary and no successor depositary shall
have been appointed;
- Citigroup, in its sole discretion, determines that such global security
shall be so exchangeable; or
- there shall have occurred an indenture event of default with respectrelating to such
junior subordinated debt securities.
Any global security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for junior subordinated debt securities registered in such
names as the depositary shall direct. It is expected that such instructions will
be based upon directions received by the depositary from its participants
with
respectrelating to ownership of beneficial interests in such global security.
CERTAIN COVENANTS
If the junior subordinated debt securities are issued to Citigroup Capital
or a trustee of such trust in connection with the issuance of trust securities
by Citigroup Capital and
(1) there shall have occurred and be continuing an event of default,default;
(2)Citigroup shall be in default with respectrelating to its payment of any
obligations under the guarantee,guarantee; or
33
(3)Citigroup shall have given notice of its election to defer payments of
interest on the junior subordinated debt securities by extending the
interest payment period as provided in the indenture and such period, or any extension thereof,of such
period, shall be continuing,continuing;
then
(a) Citigroup shall not declare or pay any dividend on, make any
distributions with respectrelating to, or redeem, purchase, acquire or make a
liquidation payment with respectrelating to, any of its capital stock or make any
guarantee payment with respect thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants,consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of Citigroup's
capital stock,stock; or
32
109
- the purchase of fractional interests in shares of Citigroup's capital
stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and
(b) Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem any debt securities issued
by Citigroup which rank equally with or junior to the junior
subordinated debt securities.
The above restriction, however, will not apply to any stock dividends paid by
Citigroup where the dividend stock is the same stock as that on which the
dividend is being paid. (Section 13.3)
So long as the trust securities remain outstanding, Citigroup will covenant
to:
- directly or indirectly maintain 100% ownership of the common securities
of Citigroup Capital; however, anyCapital, unless a permitted successor of Citigroup under the
indenture may succeedsucceeds
to Citigroup'sits ownership of suchthe common securities;
- not voluntarily dissolve, wind-up or terminate Citigroup Capital, except
in connection with
(a) a distribution of junior subordinated debt securities as described above and in connection with certainor
(b) mergers, consolidations or amalgamations permitted by the
declaration;
- timely perform its duties as sponsor of Citigroup Capital; and
- use its reasonable efforts to cause Citigroup Capital to
(a) to remain a statutory business trust, except in connection with the
distribution of junior subordinated debt securities to the holders
of trust securities in liquidation of Citigroup Capital, the
redemption of all of the trust securities of Citigroup Capital, or
certain mergers, consolidations or amalgamations, each as permitted by the
declaration of Citigroup Capital, and
(b) to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes. (Section 10.5)
MISCELLANEOUS
The indenture provides that Citigroup will pay all fees and expenses
related to:
- the offering of the trust securities and the junior subordinated debt
securities;
- the organization, maintenance and dissolution of Citigroup Capital;
- the retention of the Citigroup trustees; and
- the enforcement by the institutional trustee of the rights of the holders
of the capital securities.
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110
DESCRIPTION OF GUARANTEE
Set forth below is a summary of information concerning the guarantee that
will be executed and delivered by Citigroup for the benefit of the holders of
capital securities. The guarantee will be qualified as an indenture under the
Trust Indenture Act. The Chase Manhattan Bank will act as the "guaranteeguarantee trustee."
The terms of the guarantee will be those set forth in the guarantee and those
made part of the guarantee by the Trust Indenture Act. The summary doesis not
purportintended to be complete and is subjectqualified in all respects toby the provisions of and is qualified in its entirety by reference to,
the form of guarantee, which is filed as an exhibit to the registration
statement of which this prospectus forms a part, and the Trust Indenture Act.
The guarantee will be held by the guarantee trustee for the benefit of the
holders of the capital securities.
GENERAL
Pursuant to and to the extent set forth in the guarantee, Citigroup will
irrevocably and unconditionally agree to pay in full to the holders of the
capital securities, except to the extent paid by Citigroup Capital, as and when
due, regardless of any defense, right of set-off or counterclaim which Citigroup
Capital may have or assert, the following payments, which are referred to as
"guarantee payments," without duplication:
- any accrued and unpaid distributions that are required to be paid on the
capital securities, to the extent Citigroup Capital has funds available
for such distributions;
- the redemption price of $ per capital security, plus all accrued and
unpaid distributions, (the "redemption price"), to the extent Citigroup Capital has funds available
for such redemptions, with respectrelating to any capital securities called for
redemption by Citigroup Capital; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
Citigroup Capital, other than in connection with the distribution of
junior subordinated debt securities to the holders of capital securities
or the redemption of all of the capital securities, the lesser of
- the aggregate of the liquidation amount and all accrued and unpaid
distributions on the capital securities to the date of payment, or
- the amount of assets of Citigroup Capital remaining for distribution
to holders of the capital securities in liquidation of Citigroup
Capital.
Citigroup's obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by Citigroup to the holders of capital
securities or by causing Citigroup Capital to pay such amounts to such holders.
The guarantee will be on a subordinated basis with respectin relation to the capital
securities from the time of issuance of the capital securities but will not
apply to any payment of distributions or redemption price, or to payments upon
the dissolution, winding-up or termination of Citigroup Capital, except to the
extent Citigroup Capital shall havehas funds available therefor.for such payments. If Citigroup
does not make interest payments on the junior subordinated debt securities,
Citigroup Capital will not pay distributions on the capital securities and will
not have funds available therefor.for such payments. The guarantee, when taken together
with Citigroup's obligations under the junior subordinated debt securities, the
indenture and the declaration, including its obligations to pay costs, expenses,
debts and liabilities of Citigroup Capital, other than with respectthose relating to trust
securities, will provide a full and unconditional guarantee on a subordinated
basis by Citigroup of payments due on the capital securities. See "Description
of Junior Subordinated Debt Securities."
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CERTAIN111
IMPORTANT COVENANTS OF CITIGROUP
In the guarantee, Citigroup will covenant that, so long as any capital
securities remain outstanding, if there shall have occurred any event that would
constitute an event of default under such guarantee or the declaration, then:
- Citigroup shall not declare or pay any dividend on, make any
distributions with respectrelating to, or redeem, purchase, acquire or make a
liquidation payment with respectrelating to, any of its capital stock or make any
guarantee payment with respect thereto other than
-(1) repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants,
-consultants;
(2) as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of
Citigroup's capital stock,stock; or
-(3) the purchase of fractional interests in shares of Citigroup's
capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; and
- Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem, any debt securities issued by
Citigroup which rank equally with or junior to the junior subordinated
debt securities.
The guarantee, however, will except from the foregoing any stock dividends paid
by Citigroup where the dividend stock is the same stock as that on which the
dividend is being paid.
MODIFICATION OF GUARANTEE; ASSIGNMENT
The guarantee may be amended only with the prior approval of the holders of
not less than a majority in aggregate liquidation amount of the outstanding
capital securities. No vote will be required, however, with respect tofor any changes that do
not adversely affect the rights of holders of capital securities. All guarantees
and agreements contained in the guarantee shall bind the successors, assignees,
receivers, trustees and representatives of Citigroup and shall inure to the
benefit of the holders of the capital securities then outstanding.
EVENTS OF DEFAULT
An event of default under the guarantee will occur upon the failure of
Citigroup to perform any of its payment or other obligations required by the
guarantee. The holders of a majority in aggregate liquidation amount of the
capital securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the guarantee or to direct the exercise of any trust or power
conferred upon the guarantee trustee under the guarantee.
If the guarantee trustee fails to enforce the guarantee trustee's rights
under the guarantee, any holder of related capital securities may directly institute a legal proceeding
againstsue
Citigroup to enforce the guarantee trustee's rights under the guarantee without
first instituting a legal proceeding againstsuing Citigroup Capital, the guarantee trustee or any other person or
entity. A holder of capital securities may also directly institute a legal proceeding againstsue Citigroup to
enforce such holder's right to receive payment under the guarantee without first
(1) directing the guarantee trustee to enforce the terms of the guarantee or (2)
instituting a legal proceeding againstsuing Citigroup Capital or any other person or entity.
Citigroup will be required to provide to the guarantee trustee such
documents, reports and information as required by the Trust Indenture Act.
36
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
Prior to the occurrence of a default with respectrelating to the guarantee, the
guarantee trustee undertakes to perform only such duties as are specifically set
forth in the guarantee. After such default, the guarantee
35
112
trustee will exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Subject to such provision,Provided that the foregoing
requirements have been met, the guarantee trustee is under no obligation to
exercise any of the powers vested in it by the guarantee at the request of any
holder of capital securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEE
The guarantee will terminate as to the capital securities upon full payment
of the redemption price of all capital securities, upon distribution of the
junior subordinated debt securities to the holders of the capital securities or
upon full payment of the amounts payable in accordance with the declaration upon
liquidation of Citigroup Capital. The guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of capital
securities must restore payment of any sums paid under the capital securities or
the guarantee.
STATUS OF THE GUARANTEE
The guarantee will constitute an unsecured obligation of Citigroup and will
rank:
- subordinate and junior in right of payment to all other liabilities of
Citigroup;
- equally with the most senior preferred or preference stock now or
hereafter issued by Citigroup and with any guarantee now or hereafter
entered into by Citigroup in respect of any preferred or preference stock
of any subsidiary of Citigroup; and
- senior to Citigroup's common stock.
The terms of the capital securities provide that each holder of capital
securities by acceptance of such securities agrees to the subordination
provisions and other terms of the guarantee.
The guarantee will constitute a guarantee of payment and not of collection.
This means that the guaranteed party may institute a legal proceeding directly againstsue the guarantor to enforce
its rights under the guarantee without instituting a legal proceeding againstsuing any other person or entity.
GOVERNING LAW
The guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York.
37York State.
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113
EFFECT OF OBLIGATIONS UNDER THE
JUNIOR SUBORDINATED DEBT SECURITIES AND THE GUARANTEE
As set forth in the declaration, the sole purpose of Citigroup Capital is
to issue the trust securities evidencing undivided beneficial interests in the
assets of Citigroup Capital, and to invest the proceeds from such issuance and
sale in the junior subordinated debt securities.
As long as payments of interest and other payments are made when due on the
junior subordinated debt securities, such payments will be sufficient to cover
the distributions and payments due on the trust securities. This is due to the
following factors:
- the aggregate principal amount of junior subordinated debt securities
will be equal to the sum of the aggregate stated liquidation amount of
the trust securities;
- the interest rate and the interest and other payment dates on the junior
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the capital securities;
- pursuant tounder the indenture, Citigroup shallwill pay, and Citigroup Capital shallwill not
be obligated to pay, directly or indirectly, all costs, expenses, debtdebts
and obligations of Citigroup Capital other than with
respectthose relating to the
trust securities; and
- the declaration further provides that the Citigroup trustees shallmay not
cause or permit Citigroup Capital to among other things, engage in any activity that is not
consistent with the purposes of Citigroup Capital.
Payments of distributions, to the extent there are available funds, and
other payments due on the capital securities, to the extent there are available
funds, are guaranteed by Citigroup as and to the extent set forthdescribed in this prospectus.
If Citigroup does not make interest payments on the junior subordinated debt
securities, purchased by Citigroup Capital, it is expected that Citigroup Capital will not have sufficient funds to pay
distributions on the capital securities. The guarantee is a subordinated
guarantee on a subordinated basis with
respectin relation to the capital securities from the time of its issuance, butsecurities. The guarantee does not apply to
any payment of distributions unless and until Citigroup Capital has sufficient
funds for the payment of such distributions. See "Description of Guarantee."
The guarantee covers the payment of distributions and other payments on the
capital securities only if and to the extent that Citigroup has made a payment
of interest or principal or other payments on the junior subordinated debt
securities held by Citigroup Capital as its sole asset.securities. The guarantee, when taken together with Citigroup's obligations
under the junior subordinated debt securities and the indenture and its
obligations under the declaration,
including its obligations to pay costs, expenses, debts and liabilities of
Citigroup Capital, other than with respect to the trust securities, will provide a full and unconditional
guarantee of distributions, redemption payments and liquidation payments on the
capital securities.
If Citigroup fails to make interest or other payments on the junior
subordinated debt securities when due, taking account of any extension period,
the declaration provides a mechanism wherebyallows the holders of the capital securities mayto direct the
institutional trustee to enforce its rights under the junior subordinated debt
securities. If the institutional trustee fails to enforce itsthese rights, under the junior subordinated debt securities, any
holder of capital securities may directly institute a legal proceeding againstsue Citigroup to enforce the institutional trustee'ssuch rights under the junior subordinated debt
securities
without first instituting any legal proceeding againstsuing the institutional trustee or any other person or entity. See
"Description of the Capital Securities--BookSecurities -- Book Entry Only Issuance--TheIssuance -- The
Depository Trust Company" and "--Voting"-- Voting Rights."
IfA holder of capital securities may institute a direct action if a
declaration event of default has occurred and is continuing and such event is
attributable to the failure of Citigroup to pay interest or principal on the
junior subordinated debt securities on the 38
date such interest or principal is
otherwise payable, or in the case of
redemption, on the redemption date, then a holder of capital securities may also
institute apayable. A direct action for payment on or after the respective due date
specified in the junior subordinated debt securitiesmay be brought without first (1) directing
the institutional trustee to enforce the terms of the junior subordinated debt
securities or (2) instituting a legal proceeding againstsuing Citigroup to enforce the institutional trustee's rights
under the junior subordinated debt securities. In connection with such direct
action, Citigroup will be subrogated to the rights of such holder of capital
securities under the declaration to the extent of any payment made by Citigroup
to such holder of capital securities in
such direct action.securities. Consequently, Citigroup will be entitled
to payment of amounts that a holder of capital securities receives in respect of
an unpaid distribution that resulted in the bringing of a direct action to the extent that such holder receives or has already
received full payment with respectrelating to such unpaid distribution from Citigroup
Capital.
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114
Citigroup under the guarantee, acknowledges that the guarantee trustee shall enforce the
guarantee on behalf of the holders of the capital securities. If Citigroup fails
to make payments under the guarantee, the guarantee provides
a mechanism wherebyallows the holders of the
capital securities mayto direct the guarantee trustee to enforce its rights
thereunder. If the guarantee trustee fails to enforce the guarantee, any holder
of capital securities may directly institute a legal proceeding againstsue Citigroup to enforce the guarantee
trustee's rights under the guarantee withoutguarantee. Such holder need not first instituting a legal
proceeding againstsue Citigroup
Capital, the guarantee trustee, or any other person or entity. A holder of
capital securities may also directly institute a legal
proceeding againstsue Citigroup to enforce such holder's
right to receive payment under the guarantee withoutguarantee. Such holder need not first (1)
directingdirect the guarantee trustee to enforce the terms of the guarantee or (2) instituting a legal proceeding againstsue
Citigroup Capital or any other person or entity.
Citigroup and Citigroup Capital believe that the above mechanisms and
obligations, taken together, are equivalent to a full and unconditional
guarantee by Citigroup of payments due on the capital securities. See
"Description of Guarantee--General.Guarantee -- General."
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115
UNITED STATES FEDERAL INCOME TAXATION
GENERAL
The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of capital securities.
Unless otherwise stated, this summary deals only with capital securities held as
capital assets by holders who purchase the capital securities upon original
issuance. It does not deal with special classes of holders such as banks,
thrifts, real estate investment trusts, regulated investment companies, common
trust funds, insurance companies, dealers in securities or currencies,
tax-exempt investors persons that have a functional currency other than the
United States Dollar or persons that will hold the capital securities as a
position in a "straddle," as part of a "synthetic security" or "hedge," as part
of a "conversion transaction" or other integrated investment, or as other than a
capital asset. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the capital securities. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations
thereunder and administrative and judicial interpretations thereof, as of the
date of this prospectus, all of which are subject tocould change, possibly with retroactive
effect.
CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
In connection with the issuance of the junior subordinated debt securities,
Skadden, Arps, Slate, Meagher & Flom LLP, ("Skadden, Arps"), tax counsel to Citigroup and Citigroup
Capital, will render its opinion generally to the effect that, under then
current law and assuming full compliance with the
39
terms of the indenture and
other relevant documents, and based on the facts and assumptions contained in
such opinion, the junior subordinated debt securities held by Citigroup Capital
will be classified for United States federal income tax purposes as indebtedness
of Citigroup.
CLASSIFICATION OF CITIGROUP CAPITAL
In connection with the issuance of the capital securities, Skadden, Arps,
Slate, Meagher & Flom LLP will render its opinion generally to the effect that,
under then current law and assuming full compliance with the terms of the
declaration, the indenture and other relevant documents, and based on the facts
and assumptions contained in such opinion, Citigroup Capital will be classified
for United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. Accordingly, for United States federal
income tax purposes, each holder of capital securities generally will be
considered the owner of an undivided interest in the junior subordinated debt
securities. Each holder will be required to include in its gross income all
interest or original issue discount ("OID") and any gain recognized with respectrelating to its
allocable share of those junior subordinated debt securities.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under applicable Treasury regulations, applicable to debt instruments issued on or after
August 13, 1996 (the "regulations"), a "remote" contingency that stated
interest will not be timely paid will be ignored in determining whether a debt
instrument is issued with OID. Citigroup believes that the likelihood of its
exercising its option to defer payments is remote within the meaning of the
regulations. Based on the foregoing, Citigroup believes that, although the
matter is not free from doubt, the junior subordinated debt securities will not
be considered to be issued with OID at the time of their original issuance.
Accordingly, each holder of capital securities should include in gross income
such holder's allocable share of interest on the junior subordinated debt
securities in accordance with such holder's method of tax accounting.
Under the regulations, if the option to defer any payment of interest was
determined not to be "remote," or if Citigroup exercised such option, the junior
subordinated debt securities would be treated as issued with OID at the time of
issuance or at the time of such exercise, as the case may be. Then, all stated
interest on the junior subordinated debt securities would thereafter be treated
as OID as long as the junior subordinated debt securities remained outstanding.
In such event, all of a holder's taxable interest income with respectrelating to the junior
subordinated debt securities would constitute OID that would have to be
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included in income on an economic accrual basis before the receipt of the cash
attributable to the interest, regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported as
taxable income. Consequently, a holder of capital securities would be required
to include in gross income OID even though Citigroup would not make any actual
cash payments during an extension period.
No rulings or other interpretations have been issued by the IRS which have
addressed the meaning of the term "remote" as used in the regulations, and it is
possible that the IRS could take a position contrary to the interpretation in
this prospectus.
Because income on the capital securities will constitute interest or OID,
corporate holders of capital securities will not be entitled to a
dividends-received deduction with respectrelating to any income recognized with respectrelating to the
capital securities.
RECEIPT OF JUNIOR SUBORDINATED DEBT SECURITIES OR CASH UPON LIQUIDATION OF
CITIGROUP CAPITAL
Under the circumstances described in this prospectus, junior subordinated
debt securities may be distributed to holders in exchange for capital securities
upon the liquidation of Citigroup Capital. Under current law, such a
distribution, for United States federal income tax purposes, would be treated as
a non-taxable event to each holder, and each holder would receive an aggregate
tax basis in the junior subordinated debt securities equal to such holder's
aggregate tax basis in its capital securities. A 40
holder's holding period in the
junior subordinated debt securities received in liquidation of Citigroup Capital
would include the period during which the capital securities were held by such
holder. See "Description of the Capital Securities--SpecialSecurities -- Special Event Redemption
or Distribution."
Under the circumstances described in this prospectus, the junior
subordinated debt securities may be redeemed by Citigroup for cash and the
proceeds of such redemption distributed by Citigroup Capital to holders in
redemption of their capital securities. Under current law, such a redemption
would, for United States federal income tax purposes, constitute a taxable
disposition of the redeemed capital securities. Accordingly, a holder could
recognize gain or loss as if it had sold such redeemed capital securities for
cash. See "Description of the Capital Securities" and "United States Federal
Income Taxation--SalesTaxation -- Sales of Capital Securities."
SALES OF CAPITAL SECURITIES
A holder that sells capital securities will be considered to have disposed
of all or part of its ratable share of the junior subordinated debt securities
andsecurities.
Such holder will recognize gain or loss equal to the difference between its
adjusted tax basis in the capital securities and the amount realized on the sale
of such capital securities. Assuming that Citigroup does not exercise its option
to defer payment of interest on the junior subordinated debt securities and that
the junior subordinated debt securities are not deemed to be issued with OID, a
holder's adjusted tax basis in the capital securities generally will be its
initial purchase price. If the junior subordinated debt securities are deemed to
be issued with OID, a holder's tax basis in the capital securities generally
will be its initial purchase price, increased by OID previously includible in
such holder's gross income to the date of disposition and decreased by
distributions or other payments received on the capital securities since and
including the date that the junior subordinated debt securities were deemed to
be issued with OID. Such gain or loss generally will be a capital gain or loss,
except to the extent of any accrued interest with respectrelating to such holder's ratable
share of the junior subordinated debt securities required to be included in
income, and generally will be a long-term capital gain or loss if the capital
securities have been held for more than one year.
Should Citigroup exercise its option to defer payment of interest on the
junior subordinated debt securities, the capital securities may trade at a price
that does not accurately reflect the value of accrued but unpaid interest
with
respectrelating to the underlying junior subordinated debt securities. In the event of
such a deferral, a holder who disposes of its capital securities between record
dates for payments of distributions will be required to include in income as
ordinary income accrued but unpaid interest on the junior subordinated debt
securities to the date of disposition and to add such amount to its adjusted tax
basis in
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117
its ratable share of the underlying junior subordinated debt securities deemed
disposed of. To the extent the selling price is less than the holder's adjusted
tax basis, such holder will recognize a capital loss. Subject to
certain limited exceptions, capitalCapital losses generally
cannot be applied to offset ordinary income for United States federal income tax
purposes.
NON-UNITED STATES HOLDERS
For purposes of this discussion, a "Non-United"non-United States Holder"holder" is any person
other than:
- a citizen or a resident of the United States;
- a corporation, partnership, or other entity created or organized in or
under the laws of the United States or any political subdivision thereof;
- an estate, the income of which is subject toif United States federal income taxtaxation is applicable to the
income of such estate regardless of its source; or
- a trust if (a) a U.S. court is able to exercise primary supervision over
the trust's administration and (b) one or more United States persons have
the authority to control all of the trust's substantial decisions.
41
The term "United States" means the United States of America, including the Statesfifty
states and the District of Columbia.
Under presentcurrent United States federal income tax law:
(1)- United States federal withholding tax will not be imposed on payments by
Citigroup Capital or any of its paying agents to any holder of a capital
security who or which is a Non-Unitednon-United States Holder will not be subject to
United States federal withholding tax;holder; provided that:
(a)(1) the beneficial owner of the capital security does not actually or
constructively own 10% or more of the total combined voting power of
all classes of stock of Citigroup entitled to vote,
(b)(2) the beneficial owner of the capital security is not a controlled
foreign corporation that is related to Citigroup through stock
ownership, and
(c)(3) either
(A) the beneficial owner of the capital security certifies to
Citigroup Capital or its agent, under penalties of perjury, that
it is not a United States holder and provides its name and
address, or
(B) a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary
course of its trade or business, (a "financial institution"), and holds the capital security
in such capacity, certifies to Citigroup Capital or its agent,
under penalties of perjury, that such statement has been received
from the beneficial owner by it or by asuch financial institution
holding such security for the beneficial owner and furnishes
Citigroup Capital or its agent with a copy thereof; and
(2) a Non-United States Holder of a capital security will not be subject to- United States federal withholding tax onwill generally not apply to any
gain realized by a non-United States holder of a capital security upon
the sale or other disposition of a capitalsuch security.
INFORMATION REPORTING TO HOLDERS
Generally, income on the capital securities will be reported to holders on
Forms 1099, which forms should be mailed to holders of capital securities by
January 31 following each calendar year.
BACKUP WITHHOLDING
PaymentsUnless a holder of capital securities complies with certain identification
requirements, "backup" withholding tax of 31% may apply to payments made on, and
proceeds from the sale of, the capital
securities may
be subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification requirements.41
118
securities. Any withheld amounts will be allowed as a credit against the
holder's United States federal income tax, provided the required information is
provided to the IRS on a timely basis.
The United States Treasury Department recently issued final regulations
governing information reporting and the certification procedures regarding
withholding and backup withholding on certain amounts paid to Non-Unitednon-United States
Holdersholders after December 31, 1999.2000. The new Treasury regulations would alter the
procedures for claiming the benefits of an income tax treaty and may change the
certification procedures relating to the receipt by intermediaries of payments
on behalf of a beneficial owner of a junior subordinated debt security. Holders
of capital securities should consult their tax advisors concerning the effect,
if any, of such new Treasury regulations on an investment in the capital
securities.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECTRELATING TO THE
TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.
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ERISA CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan
subject togoverned by the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (an "ERISA Plan") should consider
the fiduciary standards of ERISA in the context of the ERISA Plan'splan's particular
circumstances before authorizing an investment in the capital securities of
Citigroup Capital. Among other factors, the fiduciary should consider whether
such an investment is in accordance with the documents governing the ERISA Planplan
and whether the investment is appropriate for the ERISA Planplan in view of its
overall investment policy and diversification of its portfolio.
Certain provisions of ERISA and the Code prohibit ERISA Plans,plans, as well as
individual retirement accounts and Keogh plans subject togoverned by section 4975 of the
Code, (collectively, "Plans"), from engaging in certain transactions involving "plan assets" with parties
that are "parties in interest" under ERISA or "disqualified persons" under the
Code with respect to the Plan.plan. The U.S. Department of Labor has issued a final
regulation (the "Regulation") with regard to whether the underlying assets of an entity in which
employee benefit plans acquire equity interests are deemed to be plan assets.
Under such Regulation,regulation, for purposes of ERISA and section 4975 of the Code,
the assets of Citigroup Capital would be deemed to be "plan assets" of a Planplan
whose assets were used to purchase capital securities of Citigroup Capital if
the capital securities of Citigroup Capital were considered to be equity
interests in Citigroup Capital and no exception to plan asset status were
applicable under the Regulation.such regulation.
If the assets of Citigroup Capital were deemed to be plan assets of Plansplans
that are holders of the capital securities of Citigroup Capital, a Plan'splan's
investment in the capital securities of Citigroup Capital might be deemed to
constitute a delegation under ERISA of the duty to manage plan assets by a
fiduciary investing in capital securities of Citigroup Capital. Also, Citigroup
might be considered a "party in interest" or "disqualified person" with respectrelating to
Plansplans whose assets were used to purchase capital securities of Citigroup
Capital. If this were the case, an investment in capital securities of Citigroup
Capital by a Planplan might constitute, or in the course of the operation of
Citigroup Capital give rise to, a prohibited transaction under ERISA or the
Code. In particular, it is likely that under such circumstances a prohibited
extension of credit to Citigroup would be considered to occur under ERISA and
the Code.
In addition, Citigroup might be considered a "party in interest" or
"disqualified person" with respect tofor certain Plansplans for reasons unrelated to the operation
of Citigroup Capital, E.G.e.g., because of the provision of services by Citigroup or
an affiliateits affiliates to the Plan.plan. A purchase of capital securities of Citigroup
Capital by any such Planplan would be likely to result in a prohibited extension of
credit to Citigroup, without regard to whether the assets of Citigroup Capital
constituted plan assets.
Because of the possibility that a prohibited extension of credit could be
deemed to occur as a result of the purchase or holding of the capital securities
of Citigroup Capital by a Plan,plan, the capital securities of Citigroup Capital may
be not purchased or held by any Planplan or any person investing "plan assets" of
any Plan,plan, unless such purchaser or holder is eligible for the exemptive relief
available underunder:
- Prohibited Transaction Class Exemption ("PTCE") 96-23 (for certainfor transactions determined
by in-house asset managers),managers,
- PTCE 95-60 (for certainfor transactions involving insurance company general accounts),accounts,
- PTCE 91-38 (for
certain transactionfor transactions involving bank collective investment funds),funds,
- PTCE 90-1 (for
certainfor transactions involving insurance company separate accounts),accounts,
or
- PTCE 84-14 (for certainfor transactions determined by independent qualified asset
managers).managers.
Any purchaser of the capital securities of Citigroup Capital or any
interest therein will be deemed to have represented to Citigroup Capital that
either
(a) it is not a Planplan and is not purchasing such securities (oror interest
therein)therein on behalf of, or with "plan assets" of, any Planplan or
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120
(b) its purchase and holding of the capital securities of Citigroup Capital
(oror any interest therein)therein is eligible for the exemptive relief available
under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.
43
Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is important that any person considering
the purchase of capital securities of Citigroup Capital with Planplan assets consult
with its counsel regarding the consequences under ERISA and the Code of the
acquisition and ownership of capital securities of Citigroup Capital and the
availability of exemptive relief under the class exemptions listed above. In
JOHN HANCOCK MUTUAL LIFE INSURANCE CO. V. HARRIS TRUST AND SAVINGS BANK, 114
S.Ct. 517510
U.S. 86 (1993), the Supreme Court ruled that assets held in an insurance
company's general account may be deemed to be "plan assets" for ERISA purposes
under certain circumstances. The issues raised in HARRIS TRUST have also been
the subject of legislative action, and have been addressed in proposed
regulations issued by the U.S. Department of Labor in December 1997.has issued a
final regulation with regard to those issues. 29 CFR 2550.401c-1, published 65
Fed. Reg. 614 (Jan. 5, 2000).
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121
UNDERWRITING
UnderPursuant to the terms and subject to the conditions of the underwriting agreement dated
, each underwriter named below has severally agreed to purchase
from Citigroup Capital, and Citigroup Capital has agreed to sell to such
underwriter, the number of capital securities set forth opposite the name of
such underwriter below.
NUMBER OF
CAPITAL
UNDERWRITERS SECURITIES
- -------------------------------------------------------------------------------- ------------ ----------
------------
Total
------------
------------............................................................
--------
Total.......................................................
========
The underwriters are obligated to take and pay for the total number of
capital securities offered hereby if any such capital securities are purchased.
In the event of default by any underwriter, the underwriting agreement provides
that, in certain circumstances, purchase commitments of the non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.
Underwriters, dealers and agents may be entitled, under agreements with
Citigroup Capital and Citigroup, to indemnification by Citigroup against
certain
civil liabilities including liabilities under the Securities Act.relating to material misstatements and omissions. Underwriters,
dealers and agents may be customers of, engage in transactions with, or perform
services for, Citigroup Capital and Citigroup and affiliates of Citigroup
Capital and Citigroup in the ordinary course of business.
Citigroup Capital and Citigroup have agreed, during the period beginning on
the date of the underwriting agreement and continuing to and including the date
that is days after the closing date for the purchase of the capital securities,
not to offer, sell, contract to sell or otherwise dispose of any preferred
securities, any preferred stock or any other securities, including any backup
undertakings of such preferred stock or other securities, of Citigroup or of
Citigroup Capital, in each case that are substantially similar to the capital
securities, or any securities convertible into or exchangeable for the capital
securities or such substantially similar securities of either Citigroup Capital
or Citigroup, except securities in the offering or with the prior written
consent of .
In view ofThe following table summarizes the fact that the proceeds of the sale of the capital securities
will ultimatelycommissions to be used to purchase the junior subordinated debt securities ofpaid by Citigroup the underwriting agreement provides that Citigroup will pay as
compensation to
the underwritersunderwriters:
PER CAPITAL
SECURITY TOTAL
----------- -----
Public offering price....................................... $ $
Underwriting commissions to be paid by Citigroup............ (1) (1)
Proceeds to Citigroup Capital............................... $ $
- ---------------
(1) Underwriting commissions of $ per capital security, or $ for the accounts of
the several underwriters ($ in the aggregate). However, such compensationall
% capital securities, will be $ per capital securitypaid by Citigroup; except that for
sales of 10,000 or more % capital securities to a single purchaser. Therefore, topurchaser,
the extent of such sales, the
actual amount of underwriters' compensationcommissions will be less than$ per capital security.
Citigroup estimates that its total expenses for the aggregate
amount specified in the preceding sentence.offering, excluding
underwriting commissions, will be approximately $ ______________.
The underwriters propose to offer the capital securities, in part, directly
to the public at the initial public offering price set forth on the cover page
of this prospectus. The underwriters may also offer the capital securities to
certain
dealers at a price that represents a concession not in excess of $ ,
provided that such concession for sales of 10,000 or more capital securities to
a single purchaser will not be in excess of $ per capital security. The
underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per capital security to certain brokers and dealers. After the capital
securities are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the representatives of the
underwriters.
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122
Application will be made to list the capital securities on the NYSE. If
approved for listing, Citigroup expects the capital securities will begin
trading on the NYSE within 30 days after they are first issued.
The broker-dealer subsidiaries of Citigroup are members of the National
Association of Securities Dealers, Inc. (the "NASD") and may participate in distributions of
the capital securities. Accordingly, offerings of capital securities in which
Citigroup's broker-dealer subsidiaries participate will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
In connection with this offering and in accordance with applicable law and
industry practice, the underwriters may over-allot or effect transactions that
stabilize, maintain or otherwise affect the market price of the capital
securities at levels above those that might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids.bids, each of which is described below.
- A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of
a security.
- A syndicate covering transaction means the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering.
- A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when capital securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
SuchThese transactions may be effected on the NYSE, in the over-the-counter
market, or otherwise. The underwriters are not required to engage in any of
these activities, or continue such activities if commenced.
If any broker-dealer subsidiary makes an offering of the capital
securities, such offering will be conducted pursuant to the applicable sections
of Rule 2810 of the Conduct Rules of the NASD. The underwriters may not confirm
sales to any discretionary account without the prior specific written approval
of a customer.
This prospectus may also be used by any broker-dealer subsidiary of
Citigroup in connection with offers and sales of the capital securities in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Any of Citigroup's broker-dealer subsidiaries may
act as principal or agent in such transactions. None of Citigroup's
broker-dealer subsidiaries have any obligation to make a market in any of the
capital securities and may discontinue any market-making activities at any time
without notice, at their sole discretion.
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123
LEGAL MATTERS
The validity of the capital securities, the junior subordinated debt
securities, the guarantee and certain matters relating thereto and certain
United States federal income tax matters will be passed upon for Citigroup and
Citigroup Capital by Skadden, Arps, Slate, Meagher & Flom LLP New York, New York. CertainYork, will act as
legal matters
will be passed upon for the underwriters bycounsel to Citigroup. Dewey Ballantine LLP, New York, New York.York, will act
as legal counsel to the underwriters. Kenneth J. Bialkin, a partner of Skadden,
Arps, Slate, Meagher & Flom LLP is a director of Citigroup and he and other
attorneys in such firm beneficially own an aggregate of less than 1% of the
common stock of Citigroup. Dewey Ballantine LLP has from time to time acted as
counsel for Citigroup and certain of its subsidiaries and may do so in the future. A member
of Dewey Ballantine LLP participating in this matter is the beneficial owner of
an aggregate of less than 1% of Citigroup's common stock.
EXPERTS
The consolidated financial statements and schedules of Travelers GroupCitigroup Inc.
("Travelers") as of December 31,
19971999 and 1996,1998, and for each of the years in the three-year period ended December
31, 1997, incorporated by reference or included
in Travelers' Annual Report on Form 10-K, as amended, for the year ended
December 31, 1997, and incorporated by reference herein, have been audited by
46
KPMG LLP, independent certified public accountants, as set forth in their
reports thereon (also incorporated by reference herein). Those reports state
that KPMG LLP did not audit the consolidated financial statements of Salomon Inc
and its subsidiaries, appearing in Salomon Inc's Annual Report on Form 10-K for
the year ended December 31, 1996 (the "Salomon Financials"), as of December 31,
1996, and for each of the two years in the period ended December 31, 1996 and
that their opinion with respect to any amounts derived from the Salomon
Financials is based on the report of Arthur Andersen LLP. The consolidated
financial statements of Travelers referred to above are incorporated by
reference herein in reliance upon such reports and upon the authority of said
firms as experts in accounting and auditing.
The consolidated financial statements of Citicorp and its subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1997 and 1996, included in
the 1997 Citicorp Annual Report and Form 10-K, have been incorporated by
reference herein, in reliance upon the report (also incorporated by reference
herein) of KPMG LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.
The supplemental consolidated financial statements and schedule of Citigroup
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, included in Citigroup's Current Report on Form
8-K dated October 26, 1998,1999, have been audited by KPMG LLP, independent certified public
accountants, as set forth in their report thereon,on the consolidated financial
statements. The consolidated financial statements are included thereinin Citigroup's
annual report on Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference. Thisreference in this prospectus. The report states thatof KPMG LLP did not audit
the Salomon Financials and that their opinion with respect to any amounts
derived from the Salomon Financialsalso is
based on theincorporated by reference in this prospectus. The report of Arthur Andersen
LLP. Generally acceptedKPMG LLP covering
the December 31, 1999 consolidated financial statements refers to changes, in
1999, in Citigroup's methods of accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling of interests
method in financial statementsinsurance-related assessments,
accounting for insurance and reinsurance contracts that do not includetransfer
insurance risk, and accounting for the datecosts of consummation.start-up activities. The
supplemental consolidated financial statements do not extend through the date of
consummation. However, they will become the historical
consolidated financial statements of Citigroup after financial statements covering the date of
consummation of the business combination are issued. The supplemental
consolidated financial statements referred to above are
incorporated by reference hereinin this prospectus in reliance upon such reports and
upon the authority of said firms as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on consolidated financial statements of
Citigroup issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and said
authority.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As required by the Securities Act of 1933, Citigroup filed a registration
statement relating to the securities offered by this prospectus with the SEC.
This prospectus is a part of that registration statement, which includes
additional information.
Citigroup files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Citigroup
files at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You can also request copies of the documents, upon
payment of a duplicating fee, by writing the Public Reference Section of the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. These SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it
files with the SEC, which means that Citigroup can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information that Citigroup files later with the SEC will automatically update
information in this prospectus. In all cases you should rely on the later
information over different information included in this prospectus.
47
Citigroup incorporates by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act:
(a) Annual Report on Form 10-K for the year ended December 31, 1997, as amended;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998; and
(c) Current Reports on Form 8-K dated January 6, 1998, January 26, 1998,
February 17, 1998, April 6, 1998, April 8, 1998, April 20, 1998, June 1,
1998, July 20, 1998, August 18, 1998, August 31, 1998, October 8, 1998,
October 21, 1998, October 26, 1998, October 29, 1998, November 1, 1998,
November 13, 1998 and December 15, 1998.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the securities described in this
prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop
offering securities pursuant to this prospectus shall be incorporated by
reference in this prospectus from the date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address: Treasurer
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
212-559-1000
You should rely only on the information provided in this prospectus, as well
as the information incorporated by reference. Citigroup has not authorized
anyone to provide you with different information. Citigroup is not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any documents
incorporated by reference is accurate as of any date other than the date on the
front of the applicable document.
48
124
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Securities
CITIGROUP CAPITAL SECURITIES
% CAPITAL SECURITIES
$ LIQUIDATION AMOUNT
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
CITIGROUP INC.
[LOGO]
-------[CITIGROUP LOGO]
------------------------
PROSPECTUS
---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
125
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the
Registrants in connection with the Securities being registered hereby. All of
the fees set forth below are estimates except for the Commission Registration
fee and the NASD fee.
Commission Registration Fee...................................... $1,153,700.00Fee................................. $2,112,000.00
Accounting Fees.................................................. 150,000.00Fees............................................. 100,000.00
Trustees' Fees and Expenses...................................... 75,000.00
Blue Sky Fees and Expenses....................................... 40,000.00Expenses................................. 125,000.00
Printing and Engraving Fees...................................... 500,000.00Fees................................. 400,000.00
Rating Agency Fees...............................................Fees.......................................... 2,000,000.00
NASD Fee.........................................................Fee.................................................... 30,500.00
Legal Fees and Expenses.......................................... 500,000.00Expenses..................................... 400,000.00
Stock Exchange Listing Fees...................................... 254,300.00
Miscellaneous.................................................... 6,500.00
-------------
Total........................................................ $4,710,000.00
-------------
-------------Fees................................. 10,000.00
Miscellaneous............................................... 2,500.00
--------------
Total............................................. $5,180,000.00
==============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware, (the "DGCL")or DGCL, empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that hethe person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by himthe person in connection with such action, suit or proceeding if hethe
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe histhe person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interest of the corporation, and with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by himthe person in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner hethe person reasonably believed to be in or not
opposed to the best interests of the corporation, and except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Subsection (d) of Section 145 of the DGCL provides that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in
II-1
126
the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of Section 145. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by the majority vote of such directors,
even though less than a quorum or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Section 145 of the DGCL further provides that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, hesuch person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by himsuch person in connection
therewith;therewith and that such expenses may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in Section 145 of the DGCL; that
any indemnification and advancement of expenses provided for by, or granted pursuant
to Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification II-1
provided for by, or granted
pursuant to Section 145 shall, unless otherwise provided when authorized and
ratified, continue as to sucha person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director, officer, employee or officeragent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against himsuch
person and incurred by himsuch person in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liabilities under Section 145. Section Four of Article IV of
Citigroup's By-Laws provides that Citigroup shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.
Citigroup also provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including, subject to certain exceptions,
liabilities under the federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Tenth of Citigroup's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
The Declaration of each of the Citigroup Trusts provides that no
Institutional Trustee or any of its affiliates, Delaware Trustee or any of its
affiliates, or officer, director, shareholder, member, partner, employee,
representative custodian, nominee or agent of the Institutional Trustee or the
Delaware Trustee (each a "Fiduciary Indemnified Person"), and no Regular
Trustee, affiliate of any Regular Trustee, or any officer, director,
shareholder, member, partner, employee, representative or agent of any Regular
Trustee, or any employee or agent of such Citigroup Trust or its affiliates
(each a "Company Indemnified Person") shall be liable, responsible or
accountable in damages or otherwise to such Citigroup Trust, any affiliate of
such Citigroup Trust or any holder of securities issued by such Citigroup Trust,
or to any officer, director, shareholder, partner, member, representative,
employee or agent of such Citigroup Trust or its Affiliates for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
II-2
127
Fiduciary Indemnified Person or Company Indemnified Person in good faith on
behalf of such Citigroup Trust and in a manner such Fiduciary Indemnified Person
or Company Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Fiduciary Indemnified Person or Company Indemnified
Person by such Declaration or by law, except that a Fiduciary Indemnified Person
or Company Indemnified Person shall be liable for any loss, damage, or claim
incurred by reason of such Fiduciary Indemnified Person's or Company Indemnified
Person's gross negligence (or in the case of a Fiduciary Indemnified Person,
negligence) or willful misconduct with respect to such acts or omissions. The
Declaration of each Citigroup Trust also provides that, to the full extent
permitted by law, Citigroup shall indemnify any Company Indemnified Person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in right of such Citigroup Trust)
by reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Citigroup Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Declaration of each
Citigroup Trust also provides that to the full extent permitted by law,
Citigroup shall indemnify any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in right of such Citigroup Trust to procure a judgment in
its favor by reason of the
II-2
fact that he is or was a Company Indemnified Person
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Citigroup Trust and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Citigroup Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper. The Declaration of each Citigroup Trust further provides that
expenses (including attorneys' fees) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in the immediately preceding two sentences shall be paid
by Citigroup in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by Citigroup as authorized in the
Declaration.
The directors and officers of Citigroup and the Regular Trustee are covered
by insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
Citigroup or the Citigroup Trusts. Any agents, dealers or underwriters who
execute any underwriting or distribution agreement relating to securities
offered pursuant to this Registration Statement will agree to indemnify
Citigroup's directors and their officers and the Citigroup Trustees who signed
the Registration Statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to Citigroup or any of the
Citigroup Trusts by or on behalf of such indemnifying party.
For the undertaking with respect to indemnification, see Item 17 herein.
See the forms of Underwriting Agreements and the form of Distribution
Agreement filed or to be filed as Exhibits 1.01, 1.02, 1.03, 1.04, 1.05 and 1.06
for certain indemnification provisions.
II-3
128
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------- -------------------------------------------------------------------------------------------------
1.01 -- Underwriting Agreement Basic Provisions, dated January 12,
1993 relating to Debt Securities (incorporated by reference
to Exhibit 1.01 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 (No. 33-55542)).
1.02 -- Form of Underwriting Agreement for Index Warrants will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
1.03 -- Form of Underwriting Agreement for Preferred Stock
(incorporated by reference to Exhibit 1.2 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)).
1.04 -- Form of Distribution Agreement relating to Citigroup's
Medium-Term Senior Notes, Series A,C, and Medium-Term
Subordinated Notes, Series A.+C.*
1.05 -- Form of Underwriting Agreement for Capital Securities.+Securities
(incorporated by reference to Exhibit 1.05 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
1.06 -- Form of Underwriting Agreement for Common Stock will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.01 -- Restated Certificate of Incorporation of Citigroup.+Citigroup
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.02 -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup (incorporated by reference to
Exhibit 4.45 to Citigroup's Registration Statement on
Form S-3 (No. 333-68949-01 to 08)).
4.03 -- Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.01.03
to Citigroup's Quarterly Report on Form 10-Q dated May 12,
2000).
4.04 -- By-Laws of Citigroup, as amended effective October 8, 199826, 1997
(incorporated by reference to Exhibit 3.02 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998).
II-3
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
4.031999).
4.05 -- Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.01
to Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.044.06 -- First Supplemental Indenture, dated as of December 15, 1988,
among Primerica Corporation, Primerica Holdings, Inc. and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.02 to Citigroup's Registration Statement on
Form S-3 (No. 33-55542)).
4.054.07 -- Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings, Inc. and The Bank of New York,
as trustee (incorporated by reference to Exhibit 4.03 to
Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.064.08 -- Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Inc., Primerica Corporation and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 5 to Citigroup's Form 8-A dated December 21,
1992, with respect to Citigroup's 7 3/4% Notes Due June 15,
1999 (No. 1-9924)).
4.074.09 -- Fourth Supplemental Indenture, dated as of November 2, 1998,
between Citigroup and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.01 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998).
4.084.10 -- Indenture, dated as of July 17, 1998, between Citigroup and
Bank One Trust Company, N.A. (formerly The First National
Bank of Chicago,Chicago), as trustee (incorporated by reference to
Exhibit 4.05 to Citigroup's Registration Statement on Form
S-3 (No. 333-51201)).
4.094.11 -- First Supplemental Indenture, dated as of December 15, 1998
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago,Chicago), as trustee.+
4.10trustee
(incorporated by reference to Exhibit 4.09 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.12 -- Second Supplemental Indenture, dated as of January 21, 1999,
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago), as trustee
(incorporated by reference to Exhibit 4.44 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.13 -- Form of proposed Index Warrant Agreement for Index Warrants,
with form of proposed Index Warrant Certificate attached as
an exhibit thereto, will be filed as an Exhibit to a Current
Report on Form 8-K and incorporated herein by reference.
4.114.14 -- Form of Certificate for Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4.124.15 -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4.18 to Citigroup's Registration Statement on Form
S-3 (No. 333-27155)).
4.16 -- Form of Depositary Receipt (included in Exhibit 4.15).
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129
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.17 -- Forms of Medium-Term Senior Notes, Series C and Medium-Term
Subordinated Notes, Series C.*
4.18 -- Certificate of Trust of Citigroup Capital VII, as amended
(incorporated by reference to Exhibit 4.16 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.19 -- Certificate of Trust of Citigroup Capital VIII, as amended
(incorporated by reference to Exhibit 4.17 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)333-68949-01 to
08)).
4.13 -- Form of Depositary Receipt (included in Exhibit 4.12).
4.14 -- Forms of Medium-Term Senior Notes, Series A and Medium-Term Subordinated Notes, Series A.+
4.15 -- Certificate of Trust of Citigroup Capital VI, as amended.+
4.16 -- Certificate of Trust of Citigroup Capital VII, as amended.+
4.17 -- Certificate of Trust of Citigroup Capital VIII, as amended.+
4.18 -- Certificate of Trust of Citigroup Capital IX.+
4.19 -- Certificate of Trust of Citigroup Capital X.+
4.20 -- Certificate of Trust of Citigroup Capital XI.+IX (incorporated
by reference to Exhibit 4.18 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.21 -- Certificate of Trust of Citigroup Capital XII.+X (incorporated by
reference to Exhibit 4.19 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.22 -- Certificate of Trust of Citigroup Capital XIII.+XI (incorporated
by reference to Exhibit 4.20 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.23 -- Form of Amended and Restated DeclarationCertificate of Trust forof Citigroup Capital VI.+XII (incorporated
by reference to Exhibit 4.21 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.24 -- Form of Amended and Restated DeclarationCertificate of Trust forof Citigroup Capital VII.+XIII (incorporated
by reference to Exhibit 4.22 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.25 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VIII.+VII (incorporated by reference to Exhibit
4.24 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.26 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital IX.+VIII (incorporated by reference to Exhibit
4.25 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.27 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital X.+IX (incorporated by reference to Exhibit
4.26 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.28 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XI.+X (incorporated by reference to Exhibit
4.27 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.29 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XII.+XI (incorporated by reference to Exhibit
4.28 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.30 -- For of Amended and Restated Declaration of Trust for
Citigroup Capital XII (incorporated by reference to Exhibit
4.29 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.31 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XIII.+
II-4
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
4.31XIII (incorporated by reference to Exhibit
4.30 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.32 -- Form of Indenture between the CompanyCitigroup and The Chase Manhattan
Bank, as trustee (incorporated by reference to Exhibit 4.11
to Citigroup's Registration Statement on Form S-3 (No.
333-12439)).
4.324.33 -- First Supplemental Indenture, dated as of December 15, 1998,
between Citigroup and The Chase Manhattan Bank, as trustee.+
4.33trustee
(incorporated by reference to Exhibit 4.32 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.34 -- Forms of Capital Security for each of the Trusts (included
in Exhibits 4.23-4.30)4.25-4.31).
4.344.35 -- Forms of Common Security for each of the Trusts (included in
Exhibits 4.23-4.30).
4.35 -- Form of Guarantee with respect to the Capital Securities of Citigroup Capital VI (incorporated by
reference to Exhibit 4.14 to Citigroup's Registration Statement on Form S-3 (No. 333-27155))4.25-4.31).
4.36 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VII (incorporated by reference to Exhibit
4.15 to Citigroup's Registration Statement on Form S-3 (No.
333-27155)).
4.37 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VIII.+VIII (incorporated by reference to Exhibit
4.37 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
II-5
130
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.38 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital IX.+IX (incorporated by reference to Exhibit
4.38 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.39 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital X.+X (incorporated by reference to Exhibit
4.39 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.40 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XI.+XI (incorporated by reference to Exhibit
4.40 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.41 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XII.+XII (incorporated by reference to Exhibit
4.41 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.42 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XIII.+XIII (incorporated by reference to Exhibit
4.42 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.43 -- Form of Junior Subordinated Debt Securities (included in
Exhibit 4.31)4.32).
4.44 -- Second Supplemental Indenture, dated as of January 21, 1999, between Citigroup and The First
National Bank of Chicago, as trustee.*
4.45 -- Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of Citigroup.*
5.01 -- Opinion of Stephanie B. Mudick, Esq.+*
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
respect to the Capital Securities and Preferred Stock.+*
12.01 -- Supplemental Calculation of Ratio of Income to Fixed Charges
and(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
12.02 -- Supplemental Calculation of Ratio of Income to Combined
Fixed Charges Including Preferred Stock Dividends
(incorporated by reference to Exhibit 12.01 to Citigroup's
CurrentQuarterly Report on Form 8-K10-Q dated November 13, 1998)May 12, 2000).
23.01 -- Consent of KPMG LLP, independent public accountants.*
23.02 -- Consent of KPMG LLP, independent public accountants.*
23.03 -- Consent of KPMG LLP, independent public accountants.*
23.04 -- Consent of Arthur Andersen LLP, independent public accountants.*
23.05 -- Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.01).
23.06*
23.03 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.02).*
24.01 -- Powers of Attorney of certain Directors.+*
25.01 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Indenture dated as of March
15, 1987, as supplemented.+*
25.02 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Bank One
Trust Company, N.A. (formerly The First National Bank of
Chicago,Chicago), as Trustee under the Indenture dated as of July
17, 1998, as supplemented.+*
25.03 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VI.+VII.*
25.04 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VII.+
II-5
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
VIII.*
25.05 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VIII.+IX.*
25.06 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
IX.+X.*
25.07 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trusteeTrustee under the Declaration of Trust of Citigroup Capital
X.+XI.*
25.08 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XI.+XII.*
25.09 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XII.+XIII.*
25.10 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Citigroup Capital XIII.+
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Indenture dated as of October 7, 1996, as
supplemented.+*
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131
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred
Capital Securities of Citigroup Capital VII.*
25.12 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VI.+VIII.*
25.13 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred Capital
Securities of Citigroup Capital VII.+IX.*
25.14 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VIII.+X.*
25.15 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital IX.+XI.*
25.16 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital X.+XII.*
25.17 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XI.+
25.18 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Capital Securities Guarantee of Citigroup Inc. for
the benefit of holders of Capital Securities of Citigroup Capital XII.+
II-6
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
25.19 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Capital Securities Guarantee of Citigroup Inc. for
the benefit of holders of Capital Securities of Citigroup Capital XIII.+*
- ---------------------------------------
* Filed herewith.
+ Filed previously.
ITEM 17. UNDERTAKINGS.
Each of Citigroup Inc., Citigroup Capital VI, Citigroup Capital VII,
Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup
Capital XI, Citigroup Capital XII and Citigroup Capital XIIIThe undersigned registrants hereby undertakes:undertake:
(A)(1) To file, during any period in which offers or sales are being
made, of the securities registered hereby, a post-effective amendment to this registration statement:
(i) toTo include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) toTo reflect in the prospectus any facts or events arising after the
effective date of thisthe registration statement (or the most recent
post-effective amendment hereof)thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and
(iii) toTo include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
PROVIDED, HOWEVER,provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by
Citigroup Inc.
II-7
132
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein,therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of Citigroup Inc.'s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended) that is incorporated by
reference in thisthe registration statement shall be deemed to be a new
registration statement relating to the securities offered herein,therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDEbona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of any suchthe registrants pursuant to the provisions
described under Item 15 above, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is II-7
against public policy as expressed in suchthe Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of
expenses incurred or paid by a director, officer or controlling person of
the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, hereby, the registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in suchthe Act and will be governed by the final adjudication of such
issue.
(D)(1) For purposes of determining any liability under the Securities
Act of 1933, as amended, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrants
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933, as amended, shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDEbona fide offering thereof.
II-8
133
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, this 22nd26th day of January, 1999.
CITIGROUP INC.
By: /s/ HEIDI G. MILLER
-----------------------------------------
Heidi G. MillerMay, 2000.
CITIGROUP INC.
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED THIS 22ND DAY OF JANUARY, 1999.as amended,
this Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities indicated this 26th day of May, 2000.
SIGNATURES
- ------------------------------------------------------------------
/s/ JOHN S. REED Chairman of the Board, Co-Chief Executive Officer
-------------------------------------------- (Principal Executive Officer) and Director
John S. Reed
/s/ SANFORD I. WEILL Chairman of the Board, Co-ChiefChief Executive Officer
--------------------------------------------- --------------------------------------------------- (Principal Executive Officer) and Director
Sanford I. Weill
/s/ HEIDI G. MILLERTODD S. THOMSON Chief Financial Officer -------------------------------------------- (Principal Financial
- --------------------------------------------------- Officer)
Heidi G. MillerTodd S. Thomson
/s/ IRWIN ETTINGER Chief Accounting Officer -------------------------------------------- (Principal Accounting
- --------------------------------------------------- Officer)
Irwin Ettinger
/s/ ROGER W. TRUPIN Controller (Principal Accounting Officer)
--------------------------------------------- ---------------------------------------------------
Roger W. Trupin
* Director
--------------------------------------------- ---------------------------------------------------
C. Michael Armstrong
* Director
--------------------------------------------- ---------------------------------------------------
Alain J.P. Belda
* Director
--------------------------------------------- ---------------------------------------------------
Kenneth J. Bialkin
* Director
--------------------------------------------- ---------------------------------------------------
Kenneth T. Derr
* Director
--------------------------------------------- ---------------------------------------------------
John M. Deutch
* Director
--------------------------------------------- ---------------------------------------------------
Ann Dibble Jordan
II-9
134
SIGNATURES
----------
* Director
--------------------------------------------- ---------------------------------------------------
Reuben Mark
* Director
--------------------------------------------- ---------------------------------------------------
Michael T. Masin
* Director
--------------------------------------------- ---------------------------------------------------
Dudley C. Mecum
* Director
--------------------------------------------- ---------------------------------------------------
Richard D. Parsons
* Director
--------------------------------------------- ---------------------------------------------------
Andrall E. Pearson
Director
- ---------------------------------------------------
Robert E. Rubin
* Director
--------------------------------------------
Robert B. Shapiro
* Director
--------------------------------------------- ---------------------------------------------------
Franklin A. Thomas
* Director
--------------------------------------------- ---------------------------------------------------
Edgar S. Woolard, Jr.
* Director
--------------------------------------------- ---------------------------------------------------
Arthur Zankel
*By: /s/ HEIDI G. MILLER
----------------------------------------
Heidi G. MillerTODD S. THOMSON
- ---------------------------------------------------
Todd S. Thomson
Attorney-in-Fact
II-10
135
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of Citigroup Capital VI, Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX,
Citigroup Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup
Capital XIII certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, this 22nd26th day of January, 1999.
CITIGROUP CAPITAL VI
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL VII
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL VIII
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL IX
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------May, 2000.
CITIGROUP CAPITAL VII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-11
CITIGROUP CAPITAL X
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XI
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XII
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XIII
By: /s/ ROBERT MATZA
-----------------------------------------
Robert Matza, as Trustee
By: /s/ IRWIN ETTINGER
-----------------------------------------CITIGROUP CAPITAL VIII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL IX
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-11
136
CITIGROUP CAPITAL X
By: /s/ STEPHANIE B. MUDICK
----------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XI
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-12
137
CITIGROUP CAPITAL XIII
By: /s/ STEPHANIE B. MUDICK
----------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD THOMSON
------------------------------------
Todd Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-13
138
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------- -------------------------------------------------------------------------------------------------
1.01 -- Underwriting Agreement Basic Provisions, dated January 12,
1993 relating to Debt Securities (incorporated by reference
to Exhibit 1.01 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 (No. 33-55542)).
1.02 -- Form of Underwriting Agreement for Index Warrants will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
1.03 -- Form of Underwriting Agreement for Preferred Stock
(incorporated by reference to Exhibit 1.2 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)).
1.04 -- Form of Distribution Agreement relating to Citigroup's
Medium-Term Senior Notes, Series A,C. and Medium-Term
Subordinated Notes, Series A.+C.*
1.05 -- Form of Underwriting Agreement for Capital Securities.+Securities
(incorporated by reference to Exhibit 1.05 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
1.06 -- Form of Underwriting Agreement for Common Stock will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.01 -- Restated Certificate of Incorporation of Citigroup
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.02 -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup.+
4.02 (incorporated by reference
to Exhibit 4.45 to Citigroup's Registration Statement on
Form S-3 (No. 333-68949-01 to 08)).
4.03 -- Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.01.03
to Citigroup's Quarterly Report on Form 10-Q dated May 12,
2000.)
4.04 -- By-Laws of Citigroup, as amended effective October 8, 199826, 1997
(incorporated by reference to Exhibit 3.02 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998)1999).
4.034.05 -- Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.01
to Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.044.06 -- First Supplemental Indenture, dated as of December 15, 1988,
among Primerica Corporation, Primerica Holdings, Inc. and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.02 to Citigroup's Registration Statement on
Form S-3 (No. 33-55542)).
4.054.07 -- Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings, Inc. and The Bank of New York,
as trustee (incorporated by reference to Exhibit 4.03 to
Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.064.08 -- Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Inc., Primerica Corporation and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 5 to Citigroup's Form 8-A dated December 21,
1992, with respect to Citigroup's 7 3/4% Notes Due June 15,
1999 (No. 1-9924)).
4.074.09 -- Fourth Supplemental Indenture, dated as of November 2, 1998,
between Citigroup and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.01 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998).
4.084.10 -- Indenture, dated as of July 17, 1998, between Citigroup and
Bank One Trust Company, N.A. (formerly The First National
Bank of Chicago,Chicago), as trustee (incorporated by reference to
Exhibit 4.05 to Citigroup's Registration Statement on Form
S-3 (No. 333-51201)).
4.094.11 -- First Supplemental Indenture, dated as of December 15, 1998
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago), as trustee
(incorporated by reference to Exhibit 4.09 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
139
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.12 -- Second Supplemented Indenture, dated as of January 21, 1999,
between Citigroup and The First National Bank of Chicago
(predecessor to Bank One Trust Company, N.A.), as trustee.+
4.10trustee
(incorporated by reference to Exhibit 4.44 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.13 -- Form of proposed Index Warrant Agreement for Index Warrants,
with form of proposed Index Warrant Certificate attached as
an exhibit thereto, will be filed as an Exhibit to a Current
Report on Form 8-K and incorporated herein by reference.
4.114.14 -- Form of Certificate for Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4.124.15 -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4.18 to Citigroup's Registration Statement on Form
S-3 (No. 333-27155)).
4.16 -- Form of Depositary Receipt (included in Exhibit 4.15).
4.17 -- Forms of Medium-Term Senior Notes, Series C and Medium-Term
Subordinated Notes, Series C.*
4.18 -- Certificate of Trust of Citigroup Capital VII, as amended
(incorporated by reference to Exhibit 4.16 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.19 -- Certificate of Trust of Citigroup Capital VIII, as amended
(incorporated by reference to Exhibit 4.17 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)333-68949-01 to
08)).
4.13 -- Form of Depositary Receipt (included in Exhibit 4.12).
4.14 -- Forms of Medium-Term Senior Notes, Series A and Medium-Term Subordinated Notes, Series A.+
4.15 -- Certificate of Trust of Citigroup Capital VI, as amended.+
4.16 -- Certificate of Trust of Citigroup Capital VII, as amended.+
4.17 -- Certificate of Trust of Citigroup Capital VIII, as amended.+
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
4.18 -- Certificate of Trust of Citigroup Capital IX.+
4.19 -- Certificate of Trust of Citigroup Capital X.+
4.20 -- Certificate of Trust of Citigroup Capital XI.+IX (incorporated
by reference to Exhibit 4.18 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.21 -- Certificate of Trust of Citigroup Capital XII.+X (incorporated by
reference to Exhibit 4.19 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.22 -- Certificate of Trust of Citigroup Capital XIII.+XI (incorporated
by reference to Exhibit 4.20 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.23 -- Form of Amended and Restated DeclarationCertificate of Trust forof Citigroup Capital VI.+XII (incorporated
by reference to Exhibit 4.21 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.24 -- Form of Amended and Restated DeclarationCertificate of Trust forof Citigroup Capital VII.+XIII (incorporated
by reference to Exhibit 4.22 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.25 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VIII.+VII. (incorporated by reference to Exhibit
4.24 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.26 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital IX.+VIII (incorporated by reference to Exhibit
4.25 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.27 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital X.+IX (incorporated by reference to Exhibit
4.26 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.28 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XI.+X (incorporated by reference to Exhibit
4.27 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.29 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XII.+XI (incorporated by reference to Exhibit
4.28 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
140
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.30 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XIII.+XII (incorporated by reference to Exhibit
4.29 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.31 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XIII (incorporated by reference to Exhibit
4.30 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.32 -- Form of Indenture between the CompanyCitigroup and The Chase Manhattan
Bank, as trustee (incorporated by reference to Exhibit 4.11
to Citigroup's Registration Statement on Form S-3 (No.
333-12439)).
4.324.33 -- First Supplemental Indenture, dated as of December 15, 1998,
between Citigroup and The Chase Manhattan Bank, as trustee.+
4.33trustee
(incorporated by reference to Exhibit 4.32 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.34 -- Forms of Capital Security for each of the Trusts (included
in Exhibits 4.23-4.30)4.25-4.31).
4.344.35 -- Forms of Common Security for each of the Trusts (included in
Exhibits 4.23-4.30).
4.35 -- Form of Guarantee with respect to the Capital Securities of Citigroup Capital VI (incorporated by
reference to Exhibit 4.14 to Citigroup's Registration Statement on Form S-3 (No. 333-27155))4.25-4.31).
4.36 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VII (incorporated by reference to Exhibit
4.15 to Citigroup's Registration Statement on Form S-3 (No.
333-27155)).
4.37 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VIII.+VIII (incorporated by reference to Exhibit
4.37 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.38 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital IX.+IX (incorporated by reference to Exhibit
4.38 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.39 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital X.+X (incorporated by reference to Exhibit
4.39 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.40 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XI.+XI (incorporated by reference to Exhibit
4.40 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.41 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XII.+XII (incorporated by reference to Exhibit
4.41 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.42 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XIII.+XIII (incorporated by reference to Exhibit
4.42 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.43 -- Form of Junior Subordinated Debt Securities (included in
Exhibit 4.31)4.32).
4.44 -- Second Supplemental Indenture, dated as of January 21, 1999, between Citigroup and The First
National Bank of Chicago, as trustee.*
4.45 -- Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of Citigroup.*
5.01 -- Opinion of Stephanie B. Mudick, Esq.+*
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
respect to the Capital Securities and Preferred Stock.+*
12.01 -- Supplemental Calculation of Ratio of Income to Fixed Charges
and(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
12.02 -- Supplemental Calculation of Ratio of Income to Combined
Fixed Charges Including Preferred Stock Dividends
(incorporated by reference to Exhibit 12.01 to Citigroup's
CurrentQuarterly Report on Form 8-K10-Q dated November 13, 1998)May 12, 2000).
23.01 -- Consent of KPMG LLP, independent public accountants.*
23.02 -- Consent of KPMG LLP, independent public accountants.*
23.03 -- Consent of KPMG LLP, independent public accountants.*
23.04 -- Consent of Arthur Andersen LLP, independent public accountants.*
23.05 -- Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.01).
23.06*
23.03 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.02).*
24.01 -- Powers of Attorney of certain Directors.+*
141
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------- -------------------------------------------------------------------------------------------------
25.01 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Indenture dated as of March
15, 1987, as supplemented.+*
25.02 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Bank One
Trust Company, N.A. (formerly The First National Bank of
Chicago,Chicago), as Trustee under the Indenture dated as of July
17, 1998, as supplemented.+*
25.03 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VI.+VII.*
25.04 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VII.+VIII.*
25.05 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VIII.+IX.*
25.06 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
IX.+X.*
25.07 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trusteeTrustee under the Declaration of Trust of Citigroup Capital
X.+XI.*
25.08 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XI.+XII.*
25.09 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XII.+XIII.*
25.10 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Citigroup Capital XIII.+
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Indenture dated as of October 7, 1996, as
supplemented.+*
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred
Capital Securities of Citigroup Capital VII.*
25.12 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VI.+VIII.*
25.13 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred Capital
Securities of Citigroup Capital VII.+IX.*
25.14 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VIII.+X.*
25.15 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital IX.+
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
XI.*
25.16 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital X.+XII.*
25.17 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XI.+
25.18 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Capital Securities Guarantee of Citigroup Inc. for
the benefit of holders of Capital Securities of Citigroup Capital XII.+
25.19 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Capital Securities Guarantee of Citigroup Inc. for
the benefit of holders of Capital Securities of Citigroup Capital XIII.+*
- ---------------------------------------
* Filed herewith.
+ Filed previously.