AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2003
REGISTRATION NO. 333- [_________]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CITIGROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1568099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------------
399 PARK AVENUE
NEW YORK, NY 10043
(212) 559-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
JOHN R. DYE
ASSOCIATE GENERAL COUNSEL
CITIGROUP INC.
425 PARK AVENUE
NEW YORK, NY 10043
(212) 559-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES TO:
GREGORY A. FERNICOLA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
- -----------------
Approximate date of commencement of proposed sale of the securities to
the public: From time to time on or after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
Common Stock of Citigroup Inc. to
be offered by the selling
stockholder named herein.......... 10,267 Shares $32.67 $335,423 $28
- --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act. The proposed maximum
offering price per share is based upon the average of the high and low
prices per share of the common stock as quoted on the New York Stock
Exchange on March 13, 2003 (within 5 business days prior to filing this
registration statement).
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. The
selling stockholder 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 MARCH 20, 2003
RESALE PROSPECTUS
--------------
CITIGROUP INC.
10,267 SHARES OF COMMON STOCK
--------------
WHO IS OFFERING THE COMMON STOCK AND RECEIVING PROCEEDS FROM ANY SALES. The
shares of common stock described in this prospectus are being offered for sale
from time to time by one of our current stockholders who acquired the shares in
connection with our acquisition of AST StockPlan, Inc. The selling stockholder
will receive all of the proceeds from any sales. We will not receive any of the
proceeds.
HOW SALES WILL BE MADE; PRICE OF SHARES. The selling stockholder may sell the
shares of common stock at various times and in various types of transactions,
including sales in the open market, sales in negotiated transactions and sales
by a combination of these methods. Shares may be sold at the market price of the
common stock at the time of a sale, at prices relating to the market price over
a period of time, or at prices negotiated with the buyers of shares.
FEES AND EXPENSES. The selling stockholder will pay all brokerage fees and
commissions and similar sale-related expenses. Citigroup is paying expenses
relating to the registration of the shares with the Securities and Exchange
Commission.
Our common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "C". On March 19, 2003, the last reported sale price
for our common stock on the New York Stock Exchange was $35.46 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
The date of this prospectus is , 2003
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS..................................................................... 3
CITIGROUP INC.................................................................................. 3
USE OF PROCEEDS................................................................................ 4
SELLING STOCKHOLDER............................................................................ 4
PLAN OF DISTRIBUTION........................................................................... 5
LEGAL MATTERS.................................................................................. 6
EXPERTS........................................................................................ 6
WHERE YOU CAN FIND MORE INFORMATION............................................................ 6
2
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference
in this prospectus include forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements are based on Citigroup's management's beliefs and
assumptions and on information currently available to Citigroup's management.
Forward-looking statements include information concerning Citigroup's possible
or assumed future results of operations and statements preceded by, followed by
or that include the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and
assumptions. Actual results may differ materially from those expressed in these
forward-looking statements. Factors that could cause actual results to differ
from these forward-looking statements include, but are not limited to, those
discussed elsewhere in this prospectus and the documents incorporated by
reference in this prospectus. You should not put undue reliance on any
forward-looking statements. Citigroup does not have any intention or obligation
to update forward-looking statements after it distributes this prospectus.
CITIGROUP INC.
Citigroup is a diversified global financial services holding
company whose businesses provide a broad range of financial services to consumer
and corporate customers with some 200 million customer accounts in over 100
countries and territories. Citigroup's activities are conducted through the
Global Consumer, Global Corporate and Investment Bank, Private Client Services,
Global Investment Management, and Proprietary Investment Activities business
segments.
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. Citigroup's
subsidiaries may 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
3
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.
The principal office of Citigroup is located at 399 Park
Avenue, New York, NY 10043, and its telephone number is (212) 559-1000.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus
will be sold by the selling stockholder and Citigroup will not receive any of
the proceeds from such sales.
SELLING STOCKHOLDER
The selling stockholder acquired the shares of common stock
offered by this prospectus from Citigroup in connection with the acquisition of
AST StockPlan, Inc. by Citigroup in August 2000.
The registration of these shares does not necessarily mean
that the selling stockholder will sell all or any of the shares.
The following table provides information regarding the
beneficial ownership of our common stock by the selling stockholder, as of March
20, 2003. The number of shares set forth in the table below represents all
shares of our common stock owned by the selling stockholder.
The information provided in the table below with respect to
the selling stockholder has been obtained from the selling stockholder and we
have not sought to verify this information. Until February 28, 2003, Mr.
Kaufthal held the position of Chief Operating Officer with Salomon Smith Barney
Inc., an indirect wholly-owned subsidiary of Citigroup.
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES BEING NUMBER OF SHARES BENEFICIALLY
NAME OF SELLING STOCKHOLDER OWNED PRIOR TO THE OFFER (a) OFFERED OWNED AFTER THE OFFER (a) (b)
- --------------------------- ------------------------- ------- ----------------------
Uri Kaufthal 67,419 10,267 57,152
- ------------------
(a) Represents less than 1% of our outstanding common stock.
(b) Assumes the sale of all of the shares being offered.
4
PLAN OF DISTRIBUTION
The shares of common stock may be offered from time to time by
the selling stockholder or his donees, pledgees, transferees or other successors
in interest for resale by this prospectus in one or more transactions at fixed
prices, at market prices at the same time of sale, at varying prices determined
at the time of sale or at negotiated prices. The selling stockholder may offer
his shares of common stock in one or more of the following transactions:
- to or through dealers or agents, which may include any
broker-dealer subsidiary of Citigroup, including Salomon Smith
Barney Inc.;
- directly by the selling stockholder;
- in brokerage transactions;
- on any national securities exchange or quotation service on
which the common stock may be listed or quoted at the time of
sale, including the New York Stock Exchange and the Pacific
Exchange;
- in the over-the-counter markets;
- in private transactions;
- for settlement of short sales, or through long sales, options
or transactions involving cross or block trades;
- by pledge to secure debts and other obligations; or
- a combination of any of the above transactions or by any other
legally available means.
In accordance with the terms of a Registration Rights Agreement by and
among Citigroup and the Stockholder (as defined therein), dated August 31, 2000,
Citigroup has agreed to indemnify the selling stockholder against certain
liabilities under the Securities Act or contribute to payments which the selling
stockholder may be required to make in that respect.
The broker-dealer subsidiaries of Citigroup are members of the National
Association of Securities Dealers, Inc. and may participate in distributions of
the offered securities. Accordingly, offerings of offered securities in which
Citigroup's broker-dealer subsidiaries participate will conform to the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
5
LEGAL MATTERS
The validity of the shares of common stock offered pursuant to this
prospectus will be passed upon by John R. Dye, Esq., Associate General Counsel -
Corporate Law of Citigroup, 425 Park Avenue, New York, New York 10043. Mr. Dye
beneficially owns, or has rights to acquire under Citigroup's employee benefit
plans, an aggregate of less than 1% of Citigroup's common stock..
EXPERTS
The consolidated financial statements of Citigroup Inc. as of
December 31, 2002 and 2001, and for each of the years in the three-year period
ended December 31, 2002, have been audited by KPMG LLP, independent certified
public accountants, as set forth in their report on the consolidated financial
statements. The consolidated financial statements are included in Citigroup's
annual report on Form 10-K for the year ended December 31, 2002, and
incorporated by reference in this prospectus. The report of KPMG LLP also is
incorporated by reference in this prospectus. The report of KPMG LLP refers to
changes, in 2002, in Citigroup's methods of accounting for goodwill and
intangible assets and accounting for the impairment or disposal of long-lived
assets, and, in 2001, in Citigroup's methods of accounting for derivative
instruments and hedging activities, accounting for interest income and
impairment on purchased and retained beneficial interests in securitized
financial assets, and accounting for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001. The consolidated
financial statements of Citigroup referred to above are incorporated by
reference in this prospectus in reliance upon such reports and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act, Citigroup filed a
registration statement (No. 333- ) 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 Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. These SEC filings
are also available to the public from the SEC's web site at http://www.sec.gov.
6
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 comparable but earlier dated 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,
2002;
(b) Current Reports on Form 8-K filed January 22, 2003, January
31, 2003, February 7, 2003, February 13, 2003, February 19,
2003, and March 12, 2003; and
(c) Registration Statement on Form 8-B, dated May 10, 1988,
describing our common stock, and the description of our common
stock in the Prospectus dated January 29, 2003 that forms a
part of Citigroup's Registration Statement on Form S-3 filed
December 26, 2002 (File No. 333-102206) under the Securities
Act of 1933, as amended, including any amendments or reports
filed for the purpose of updating such descriptions.
All documents Citigroup files publicly pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
before the completion of the offering of the securities described in 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:
Citigroup Document Services
140 58th Street, Suite 7i
Brooklyn, NY 11220
(877) 936-2737 (toll free)
(718) 765-6460 (outside the U.S.)
You should rely only on the information provided or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. 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 of the applicable document. No offer
of these securities is being made in any state where the offer is not permitted.
7
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 Registrant in
connection with the Securities being registered hereby. All of the fees set
forth below are estimates except for the Commission Registration fee.
Commission Registration Fee.......................... $ 28
Accounting Fees...................................... 5,500
Printing and Engraving Fees.......................... 1,000
Legal Fees and Expenses.............................. 5,000
Stock Exchange Listing Fees.......................... 0
Miscellaneous........................................ 72
Total...................................... $ 11,600
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware, 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 the 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
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 interests 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
II-1
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 the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the 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 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, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
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 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 provided by, or granted
pursuant to, Section 145 shall, unless otherwise provided when authorized and
ratified, continue as to a 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 any person who 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 any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such
II-2
person 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 directors and officers of Citigroup 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. 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 who signed the
Registration Statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to Citigroup by or on
behalf of such indemnifying party.
For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
5.01 Opinion of John R. Dye, Esq.
23.01 Consent of KPMG LLP, independent public accountants.
23.02 Consent of John R. Dye, Esq. (Included in Exhibit 5.01).
24.01 Powers of Attorney of certain Directors.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-3
(A)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) To 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;
provided, however, that the undertakings set forth in clauses (A)(1)(i)
and (A)(1)(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 the
Registrant 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, each such post-effective amendment 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
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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
II-4
Statement 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 fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant will, unless
in the opinion of its 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 the
Securities Act and will be governed by the final adjudication of such issue.
(D)(1) For purposes of determining any liability under the Securities
Act, 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 Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act, 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, 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 fide offering thereof.
II-5
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, on March 20, 2003.
CITIGROUP INC.
By: /s/ Todd S. Thomson
------------------------------
Name: Todd S. Thomson
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on March 20, 2003.
SIGNATURES
/s/ Sanford I. Weill Chairman and Chief Executive Officer
------------------------- (Principal Executive Officer)
Sanford I. Weill
/s/ Todd S. Thomson Chief Financial Officer (Principal
------------------------- Financial Officer)
Todd S. Thomson
/s/ William P. Hannon Controller (Principal Accounting
------------------------- Officer)
William P. Hannon
* Director
-------------------------
C. Michael Armstrong
* Director
-------------------------
Alain J.P. Belda
* Director
-------------------------
George David
* Director
-------------------------
Kenneth T. Derr
* Director
-------------------------
John M. Deutch
* Director
-------------------------
Alfredo Harp
* Director
-------------------------
Roberto Hernandez
* Director
-------------------------
Ann Dibble Jordan
* Director
-------------------------
Reuben Mark
* Director
-------------------------
Dudley C. Mecum
* Director
-------------------------
Richard D. Parsons
* Director
-------------------------
Andrall E. Pearson
* Director
-------------------------
Robert E. Rubin
* Director
-------------------------
Franklin A. Thomas
* Director
-------------------------
Arthur Zankel
*By: /s/John R. Dye
--------------------
John R. Dye
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.01 Opinion of John R. Dye, Esq.
23.01 Consent of KPMG LLP, independent auditors.
23.02 Consent of John R. Dye, Esq. (included in Exhibit 5.01).
24.01 Powers of Attorney of certain Directors.