Exhibit 1.02
TERMS AGREEMENT
June 1, 2004
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $500,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, we, Citigroup Global
Markets Inc., Bear, Stearns & Co. Inc., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., UBS Securities LLC,
Utendahl Capital Partners, L.P. and The Williams Capital Group, L.P., 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 99.825% of the principal amount
thereof, plus accrued interest, if any, from the date of issuance. The
Securities form a part of the same series as the Company's Floating Rate Notes
Due 2007 described in the prospectus supplement dated June 1, 2004 and sold
pursuant to the terms and conditions set forth in a terms agreement dated May
27, 2004. The Closing Date shall be June 4, 2004, 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: ............................... Floating Rate Notes Due 2007
Maturity: ............................ June 4, 2007
Interest Rate: ....................... Three-month LIBOR (Telerate) plus
0.06%, determined as set forth in the
Prospectus Supplement, dated June 1,
2004, to the Prospectus, dated July
23, 2003
Interest Payment Dates: .............. Quarterly on the 4th of March, June,
September and December, commencing
September 4, 2004
Initial Price to Public: ............. 100.00% 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
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States taxation, as set forth in the
Prospectus Supplement, dated June 1,
2004, to the Prospectus, dated July
23, 2003
Record Date: ......................... The business day 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") or its 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 DTC, Euroclear Bank S.A./N.V., as
operator of the Euroclear System, and Clearstream International 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. The
provisions of Sections 11.03 and 11.04 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 shall refer to Citigroup
Inc.;
(b) in the second line of Section 2(a), delete "33-55542), including
a prospectus" and insert in lieu thereof "333-106598), 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;
(c) in the fourth line of 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";
(d) in the fourteenth line of the third paragraph of Section 3,
delete the word "definitive" and insert in lieu thereof "global";
(e) in the fourth line of 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 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";
(g) 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
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(h) 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 and to maintain such
listing so long as any of the Securities are outstanding, provided, however
that:
(a) if it is impracticable or unduly burdensome, in the good faith
determination of the Company, to maintain such listing due to changes in
listing requirements occurring after the date of the Prospectus
Supplement, or
(b) if the Transparency Directive (as defined in the Prospectus
Supplement) is adopted and is implemented in Luxembourg in a manner that
would require the Company to publish financial information according to
accounting principles or standards that are materially different from
United States generally accepted accounting principles,
the Company may de-list the Securities from the Luxembourg Stock Exchange and
shall use its reasonable best efforts to obtain an alternative admission to
listing, trading and/or quotation of the Securities by another listing
authority, exchange or system within or outside the European Union as it may
decide. If such an alternative admission is not available or is, in the
Company's opinion, unduly burdensome, such an alternative admission will not be
obtained, and the Company shall have no further obligation in respect of any
listing, trading or quotation for the Securities.
The Company further agrees and hereby represents that it has been
informed of the guidance relating to stabilization provided by the Financial
Services Authority, in particular in the section MAR 2 Annex 2G of the Financial
Services Handbook, and has not taken or omitted to take any action and will not
take any action or omit to take any action (such as issuing any press release
relating to any Securities without the Stabilization/FSA legend) which may
result in the loss by any of the Underwriters of the ability to rely on any
stabilization safe harbor provided by the Financial Services Authority under the
Financial Services and Markets Act 2000.
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
Securities, 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
which have not resulted and will not result in an offer to the public in
the United Kingdom for purposes of the Public Offers of Securities
Regulations 1995;
(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;
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(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
Securities in circumstances in which Section 21(1) of FSMA does not apply
the Company;
(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
represents that it has undertaken not to engage in a 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 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;
(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), and unless permitted to do so under the securities laws of
Hong Kong, no person has issued or had in its possession for the purposes
of issue, and will not issue or have in its possession for the purpose of
issue, any advertisement, document or invitation relating to the
Securities other than with respect to the Securities to be disposed of to
persons outside Hong Kong or only to persons whose business involves the
acquisition, disposal or holding of securities, whether as principal or
agent; and
(h) it acknowledges that the Securities may not be offered, sold,
transferred or delivered in or from The Netherlands as part of their
initial distribution or at any time thereafter directly or indirectly,
other than to individuals or legal entities (which include, but are not
limited to, banks, brokers, dealers or finance companies which are subject
to adequate supervision), institutional investors, insurance companies,
pension funds, central governments and large public international
organizations and large undertakings (through their treasury department)
which are listed on a sufficiently regulated stock exchange, who or which
regularly trade or invest in securities in the conduct of a business or a
profession for
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their own account, all within the meaning of the Securities Transactions
Supervision Act 1995 (Wet Toezicht Effectenverkeer 1995).
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., General Counsel -- Capital Markets of the
Company, is counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is
special U.S. tax counsel to the Company. Cleary, Gottlieb, Steen & Hamilton is
counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. Eastern Time on
June 1, 2004 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 1,
2004, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.,
on behalf of the Underwriters named herein
By: /s/ Jack D. McSpadden, Jr.
---------------------------------------
Name: Jack D. McSpadden, Jr.
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
------------------------------------
Name: Charles E. Wainhouse
Title: Assistant Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES
- ------------------- ------------------------------
Citigroup Global Markets Inc. $ 435,000,000
Bear, Stearns & Co. Inc 15,000,000
Lehman Brothers Inc. 15,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 15,000,000
Goldman, Sachs & Co. 5,000,000
UBS Securities LLC 5,000,000
Utendahl Capital Partners, L.P. 5,000,000
The Williams Capital Group, L.P. 5,000,000
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TOTAL $ 500,000,000
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