Exhibit 1.01
TERMS AGREEMENT
August 24, 2004
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 $18,000,000 aggregate
principal amount of its 7.5% Equity Linked Securities (ELKS(R)) (1,800,000 ELKS)
based upon the common stock of Genentech, Inc. due August 30, 2005 (the "ELKS").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to
purchase 1,800,000 ELKS in the principal amount of $18,000,000 at 97.5% of the
principal amount. The Closing Date shall be August 27, 2004 at 9:00 a.m. at the
offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New
York 10006.
The ELKS shall have the following terms:
Title: 7.5% Equity Linked Securities (ELKS(R)) based
upon the common stock of Genentech, Inc. due
August 30, 2005
Maturity: August 30, 2005
Coupon: Each ELKS will pay a total coupon of $0.7521 in
cash in two separate semi-annual installments
payable in part on each of two separate Coupon
Payment Dates. The first coupon of $0.3771 will
be composed of $0.1081 of interest and a partial
payment of an option premium in the amount of
$0.2690. The second coupon of $0.3750 will be
composed of $0.1075 of interest and a partial
payment of an option premium in the amount of
$0.2675.
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Maturity Payment: Holders of the ELKS will be entitled to receive
at maturity the Maturity Payment (as defined in
the Prospectus Supplement dated August 24, 2004
relating to the ELKS)
Coupon Payment Dates: February 28, 2005 and August 30, 2005
Regular Record Dates: February 21, 2005 and August 23, 2005
Initial Price To Public: 100% of the principal amount thereof, plus
accrued interest from August 27, 2004 to date of
payment and delivery
Redemption Provisions: The ELKS 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.
(B) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the ELKS
will be in the form of Book-Entry Notes and shall be delivered on August
27, 2004 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.
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(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 ELKS 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 a letter from 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
ELKS 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.
Edward F. Greene, 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 August 24, 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
August 24, 2004, to purchase the ELKS on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh K. Menon
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Name: Ramesh K. Menon
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Scott Freidenrich
--------------------------------
Name: Scott Freidenrich
Title: Executive Vice President
and Treasurer
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