Exhibit 1.01
TERMS AGREEMENT
June 24, 2003
Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $37,500,000 aggregate
principal amount of its Equity Linked Securities (ELKS?) (3,750,000 ELKS) based
upon the common stocks of American International Group, Inc., Dell Computer
Corporation, E.I. du Pont de Nemours and Company, McDonald's Corporation and
Wal-Mart Stores, Inc., due June 28, 2004 (the "Securities"). Subject to the
terms and conditions set forth herein or incorporated by reference herein,
Citigroup Global Markets Inc. (the "Underwriter") offers to purchase 3,750,000
Securities in the principal amount of $37,500,000 at 97.5% of the principal
amount. The Closing Date shall be June 27, 2003 at 9:00 a.m. at the offices of
Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006.
The Securities shall have the following terms:
Title: Equity Linked Securities (ELKS?) based upon the
Common Stocks of American International Group, Inc.,
Dell Computer Corporation, E.I. du Pont de Nemours
and Company, McDonald's Corporation and Wal-Mart
Stores, Inc. due June 28, 2004
Maturity: June 28, 2004
Coupon: Each ELKS will pay a total coupon of $1.2033 in cash
in two separate semi-annual installments payable in
part on each of two separate Interest
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Payment Dates. The first coupon of $0.6033 will be
composed of $0.0452 of interest and a partial payment
of an option premium in the amount of $0.5581. The
second coupon of $0.6000 will be composed of $0.0449
of interest and a partial payment of an option
premium in the amount of $0.5551.
Maturity Payment: Holders of the ELKS will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated June 24, 2003 relating to
the Securities)
Interest Payment Dates: December 28, 2003 and June 28, 2004
Regular Record Dates: December 19, 2003 and June 21, 2004
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from June 27, 2003 to date of payment and
delivery
Redemption Provisions: The Securities are not redeemable by the Company
prior to maturity.
Trustee: The Bank of New York
Indenture: Indenture, dated as of October 27, 1993, as amended
from time to time
All the provisions contained in the document entitled "Salomon Smith
Barney Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated December 1, 1997 (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) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the
Securities will be in the
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form of Book-Entry Notes and shall be delivered on June 27, 2003
against payment of the purchase price to the Company by wire transfer
in immediately available funds to such accounts with such financial
institutions as the Company may direct.
(B) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Citigroup Global
Markets Inc., offer, sell, contract to offer or sell or otherwise
dispose of any securities, including any backup undertaking for such
securities, of the Company, in each case that are substantially similar
to the Securities or any security convertible into or exchangeable for
the ELKS or such substantially similar securities, during the period
beginning the date of the Terms Agreement and ending the Closing Date."
(C) Paragraph 5(g) of the Basic Provisions shall be amended and restated as
follows: "You shall have received on the Closing Date letters from
PricewaterhouseCoopers LLP and KPMG LLP covering the matters set forth
in Exhibit II hereto, with respect to the Registration Statement and
the Prospectus at the time of the Terms Agreement."
The Underwriter hereby agrees in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Section 2720 to the By-Laws of the National Association of
Securities Dealers, Inc.
Richard Ketchum, Esq., is counsel to the Company. Cleary, Gottlieb,
Steen & Hamilton is counsel to the Underwriter. Cleary, Gottlieb, Steen &
Hamilton is special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on June 24, 2003, 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:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
June 24, 2003, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh Menon
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Name: Ramesh K. Menon
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:/s/ Mark Kleinman
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Name: Mark Kleinman
Title: Executive Vice President and Treasurer
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