Exhibit 1.01
TERMS AGREEMENT
November 21, 2003
Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attn: 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(R)) (3,750,000 ELKS)
based upon the common stocks of Cisco Systems, Inc., Kohl's Corporation, Merck &
Co., Inc., The Coca-Cola Company and Wells Fargo & Company, due November 29,
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 3,570,000 Securities in the principal amount
of $37,500,000 at 97.5% of the principal amount. The Closing Date shall be
November 26, 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(R)) based upon the
Common Stocks of Cisco Systems, Inc., Kohl's
Corporation, Merck & Co., Inc., The Coca-Cola Company
and Wells Fargo & Company due November 29, 2004
Maturity: November 29, 2004
Coupon: Each ELKS will pay a total coupon of $1.1092 in cash
in two separate semi-annual installments payable in
part on each of two separate Interest Payment Dates.
The first coupon of $0.5500 will
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be composed of $0.0640 of interest and a partial
payment of an option premium in the amount of $0.4860.
The second coupon of $0.5592 will be composed of
$0.0650 of interest and a partial payment of an option
premium in the amount of $0.4942.
Maturity Payment: Holders of the ELKS will be entitled to
receive at maturity the Maturity Payment (as defined
in the Prospectus Supplement dated November 21, 2003
relating to the Securities)
Interest Payment Dates: May 26, 2004 and November 29, 2004
Regular Record Dates: May 19, 2004 and November 22, 2004
Initial Price To Public: 100% of the principal amount thereof,
plus accrued interest from November 26, 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) All references to "Salomon Smith Barney Holdings Inc." in the Basic
Provisions shall refer to the Company.
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(B) 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 form of Book-Entry Notes and shall be
delivered on November 26, 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.
(C) 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."
(D) 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 November 21, 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
November 21, 2003, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh K. Menon
--------------------------------
Name: Ramesh K. Menon
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Mark I. Kleinman
-------------------------------------
Name: Mark I. Kleinman
Title: Executive Vice President
and Treasurer
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