EXHIBIT 1.01
CONFORMED
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TERMS AGREEMENT
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May 30, 2002
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Treasurer
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Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $1,000,000,000 aggregate principal amount of its debt
securities (the "Securities"). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, as underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 97.776% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
June 6, 2002, at 8:30 A.M. at the Corporate Law offices of the Company located
at 425 Park Avenue, New York, New York 10043.
The Securities shall have the following terms:
Title: .................... 6.625% Subordinated Notes due 2032
Maturity: ................. June 15, 2032
Interest Rate: ............ 6.625% per annum
Interest Payment Dates: ... June 15 and December 15, commencing December 16,
2002
Initial Price to Public: .. 98.651% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance
Redemption Provisions: .... The Securities are not redeemable by the Company
prior to maturity, except upon the occurrence of
certain events involving United States taxation, as
set forth in the Prospectus Supplement, dated May
30, 2002, to the Prospectus, dated March 30, 2001.
Record Date: .............. The May 31 or November 30 preceding each Interest
Payment Date
Additional Terms:
The Securities shall be issuable as Registered Securities only. The
Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC"), the Euroclear
System and Clearstream Banking, societe anonyme, or their respective nominees,
as described in the Prospectus Supplement relating to the Securities. Beneficial
interests in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by such entities and their respective
participants. Owners of beneficial interests in the Securities will be entitled
to physical delivery of Securities in certificated form only under the limited
circumstances described in the Prospectus Supplement. Principal and interest on
the Securities shall be payable in United States dollars. All provisions of
Article Eleven of the Indenture relating to defeasance shall apply to the
Securities.
All the provisions contained in the document entitled "Primerica
Corporation-Debt Securities - Underwriting Agreement - Basic Provisions" and
dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) all references to Primerica Corporation and Travelers Group
Inc. shall refer to Citigroup Inc.;
(b) in the thirteenth line of the first paragraph, delete "March 15,
1987, between Primerica Corporation, a New Jersey corporation formerly known as
American Can Company ("old Primerica"), and The Bank of New York, as trustee
(such trustee or such other trustee as may be named for the Securities, being
hereinafter referred to as the "Trustee"), as amended by the First Supplemental
Indenture dated as of December 15, 1988, among old Primerica, Primerica
Holdings, Inc., a Delaware corporation ("Holdings") and the Trustee, the Second
Supplemental Indenture dated as of January 31, 1991 between Holdings and the
Trustee, and the Third Supplemental Indenture dated as of December 9, 1992
among the "Company, Holdings and the Trustee" and insert in lieu thereof "April
12, 2001, between Citigroup Inc., a Delaware corporation, and Bank One Trust
Company, N.A., as trustee (such trustee or such other trustee as may be named
for the Securities, being hereinafter referred to as the "Trustee")";
(c) in the second line of Section 2(a), delete "(33-55542),
including a prospectus" and insert in lieu thereof "(333-57364), including a
prospectus" and any reference in the Basic Provisions to the "Registration
Statement" shall be deemed to be a reference to such registration statement on
Form S-3;
(d) in the third paragraph of Section 3, delete the phrase
"certified or official bank check or checks in New York Clearing House (next
day)" and insert in lieu thereof "wire transfer of federal or other same day";
(e) in the fifth paragraph of Section 3, delete the phrase
"certified or official bank check in New York Clearing House (next day)" and
insert in lieu thereof "wire transfer of federal or other same day";
(f) in the fourteenth line of the third paragraph of Section 3,
delete the word "definitive" and insert in lieu thereof "global";
(g) in the ninth line of Section 6(a), delete "such registration
statement when it became effective, or in the Registration Statement," and
insert in lieu thereof "the Registration Statement";
(h) In the eighth line of Section 6(b), delete "in any part of such
registration statement when it became effective, or in the Registration
Statement," and insert in lieu thereof "the Registration Statement"; and
(i) in the sixth line of Section 10, delete "65 East 55th Street,
New York, New York 10022," and insert in lieu thereof "399 Park Avenue,
New York, New York 10043."
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Each Underwriter further agrees and hereby represents that:
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date for the issuance of the notes, will
not offer or sell any Securities to persons in the United Kingdom, except to
those persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments, as principal or agent, for the purposes
of their businesses or otherwise in circumstances that do not constitute an
offer to the public in the United Kingdom for the purposes of the Public Offers
of Securities Regulations 1995, as amended (the "Regulations");
(b) it has complied and will comply with all applicable provisions
of the Financial Services and Markets Act 2000 ("FSMA"), with respect to
anything done by it in relation to the Securities in, from or otherwise
involving the United Kingdom;
(c) it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21 of FSMA)
received by it in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of FSMA does not apply to Citigroup;
(d) it will not offer or sell any Securities directly or indirectly
in Japan or to, or for the benefit of any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in compliance with all
applicable laws, regulations and guidelines promulgated by the relevant
governmental and regulatory authorities in effect at the relevant time. For
purposes of this paragraph, "Japanese person" means any person resident in
Japan, including any corporation or other entity organized under the laws of
Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of the
Securities and that it will comply with the Securities Selling Prospectus Act
(the "SSPA") of the Federal Republic of Germany(Wertpapier-
Verkaufsprospektgesetz). In particular, each underwriter has undertaken not to
engage in public offering (offentliche Anbieten) in the Federal Republic of
Germany with respect to any Securities otherwise than in accordance with the
SSPA and any other act replacing or supplementing the SSPA and all the other
applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or sold and will not offer or sell, directly or indirectly, any
Securities to the public in the Republic of France, and that it has not
distributed and will not distribute or cause to be distributed to the public in
the Republic of France the Prospectus Supplement, the Prospectus or any other
offering material relating to the Securities; and
(g) it and each of its affiliates has not offered or sold, and it will
not offer or sell, the Securities by means of any document to persons in Hong
Kong other than persons whose ordinary business it is to buy or sell shares or
debentures, whether as principal or agent, or otherwise in circumstances which
do not constitute an offer to the public within the meaning of the Hong Kong
Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
In addition to the legal opinions required by Sections 5(c) and 5(d)
of the Basic Provisions, the Underwriters shall have received an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special U.S. tax counsel to the
Company, dated the Closing Date, to the effect that although the discussion set
forth in the Prospectus Supplement under the heading "United States Federal
Income Tax Considerations For Non-United States Holders" does not purport to
discuss all possible United States federal income tax consequences of the
purchase, ownership and disposition of the Securities to non-United States
holders of the Securities, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of the Securities to
non-United States holders of the Securities.
John R. Dye, Esq., Associate General Counsel of the Company, is
counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is special
U.S. tax counsel to the Company. Dewey Ballantine LLP is counsel to the
Underwriters.
Please accept this offer no later than 9:00 o'clock p.m. Eastern
Standard Time on May 30, 2002 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us, or by sending us a
written acceptance in the following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated May 30,
2002, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
CREDIT SUISSE FIRST BOSTON CORPORATION
LOOP CAPITAL MARKETS, LLC
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
UBS WARBURG LLC
U.S. BANCORP PIPER JAFFRAY INC.
WACHOVIA SECURITIES, INC.
By: SALOMON SMITH BARNEY INC.
By: /s/ JEFFREY A. DRAKE
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Name: Jeffrey A. Drake
Title: Vice President
ACCEPTED:
CITIGROUP INC.
By: /s/ CHARLES E. WAINHOUSE
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Name: Charles E. Wainhouse
Title: Assistant Treasurer
ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF 2032 NOTES
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Salomon Smith Barney Inc. $830,000,000
Bear, Stearns & Co. Inc. 30,000,000
Lehman Brothers Inc. 30,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 30,000,000
Banc One Capital Markets, Inc. 10,000,000
BNP Paribas Securities Corp. 10,000,000
Credit Suisse First Boston Corporation 10,000,000
Loop Capital Markets, LLC 10,000,000
McDonald Investments Inc., a KeyCorp Company 10,000,000
UBS Warburg LLC 10,000,000
U.S. Bancorp Piper Jaffray Inc. 10,000,000
Wachovia Securities, Inc. 10,000,000
10,000,000
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TOTAL $1,000,000,000
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