UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 2005
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Citigroup Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
399 Park Avenue, New York, New York 10043
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(Address of principal executive offices) (Zip Code)
(212) 559-1000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Citigroup Inc.
Current Report on Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 31, 2005, Citigroup Inc. ("Citigroup") announced that it had
agreed to sell The Travelers Insurance Company, The Travelers Life and Annuity
Company, and certain other domestic and international insurance businesses (the
"Life Insurance and Annuity Businesses") to MetLife, Inc. ("MetLife") pursuant
to an Acquisition Agreement (the "Agreement"), which is attached hereto as
Exhibit 10.1 and incorporated herein by reference. The transaction is subject to
certain regulatory approvals, as well as other customary conditions to closing.
Citigroup currently anticipates that the intended sale would be completed this
summer.
Subject to closing adjustments described in the Agreement, the
contemplated sale price would be $11.5 billion, up to $3 billion of which may be
paid by the issuance to Citigroup of MetLife common and preferred stock.
In connection with the consummation of the sale of the Life Insurance and
Annuity Businesses, Citigroup and MetLife will also enter into multi-year
distribution agreements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number
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10.1 Acquisition Agreement, dated as of January 31, 2005, by and
between Citigroup Inc. and MetLife, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 4, 2005 CITIGROUP INC.
By: /s/ John R. Dye
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Name: John R. Dye
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit Number
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10.1 Acquisition Agreement, dated as of January 31, 2005, by and
between Citigroup Inc. and MetLife, Inc.