U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 26, 1998
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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)
CITIGROUP INC.
CURRENT REPORT ON FORM 8-K
ITEM 5. OTHER EVENTS.
As previously reported, on October 8, 1998, Travelers Group Inc. and
Citicorp completed their merger of equals (the "Merger"), pursuant to which
Citicorp merged with and into a wholly owned subsidiary (the "Subsidiary") of
Travelers Group Inc. The Subsidiary changed its name to Citicorp, and Travelers
Group Inc. changed its name to Citigroup Inc. ("Citigroup" or the "Registrant").
In connection with the Merger, Citigroup is filing herewith certain supplemental
financial information, including the audited supplemental consolidated financial
statements of Citigroup and its subsidiaries as of December 31, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997,
together with the related Management's Discussion and Analysis of Financial
Condition and Results of Operations of Citigroup, which are being filed as
Exhibit 99.01 to this Form 8-K and are incorporated herein by reference. Also
incorporated herein by reference is the independent auditors' report filed
as Exhibit 99.04 herewith.
The supplemental financial statements give retroactive effect to the
Merger, which has been accounted for as a pooling of interests as described
in Note 1 to the supplemental consolidated financial statements. Generally
accepted accounting principles do not permit giving effect to a consummated
business combination accounted for by the pooling of interests method in
financial statements that do not include the date of consummation. The
supplemental financial statements do not extend through the date of
consummation. However, they will become the historical consolidated
financial statements of Citigroup after financial statements covering
the date of consummation of the Merger are issued.
The unaudited supplemental condensed consolidated financial statements of
Citigroup and its subsidiaries for the three months ended March 31, 1998 and
1997, including the related Management's Discussion and Analysis of Financial
Condition and Results of Operations of Citigroup, are being filed as Exhibit
99.02 to this Form 8-K and are incorporated herein by reference.
The unaudited supplemental condensed consolidated financial statements of
Citigroup and its subsidiaries for the three months and six months ended June
30, 1998 and 1997, including the related Management's Discussion and Analysis of
Financial Condition and Results of Operations of Citigroup, are being filed as
Exhibit 99.03 to this Form 8-K and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
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12.01 Supplemental Calculation of Ratio of Income to Fixed Charges and
Supplemental Calculation of Ratio of Income to Combined Fixed Charges
Including Preferred Stock Dividends for each of the fiscal years in
the five-year period ended December 31, 1997
2
12.02 Supplemental Calculation of Ratio of Income to Fixed Charges and
Supplemental Calculation of Ratio of Income to Combined Fixed Charges
Including Preferred Stock Dividends for each of the fiscal years in
the five-year period ended December 31, 1997 and for the three months
ended March 31, 1998 and 1997
12.03 Supplemental Calculation of Ratio of Income to Fixed Charges and
Supplemental Calculation of Ratio of Income to Combined Fixed Charges
Including Preferred Stock Dividends for each of the fiscal years in
the five-year period ended December 31, 1997 and for the six months
ended June 30, 1998 and 1997
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Arthur Andersen LLP
27.01 Financial Data Schedule relating to the fiscal year ended
December 31, 1997
27.02 Financial Data Schedule relating to the fiscal year ended
December 31, 1996
27.03 Financial Data Schedule relating to the three months ended
March 31, 1998
27.04 Financial Data Schedule relating to the six months ended June 30, 1998
99.01 Audited supplemental consolidated financial statements of Citigroup
and its subsidiaries as of December 31, 1997 and 1996 and for each of
the years in the three-year period ended December 31, 1997, together
with the related Management's Discussion and Analysis of Financial
Condition and Results of Operations
99.02 Unaudited supplemental condensed consolidated financial statements of
Citigroup and its subsidiaries for the three months ended March 31,
1998 and 1997, including the related Management's Discussion and
Analysis of Financial Condition and Results of Operations
3
99.03 Unaudited supplemental condensed consolidated financial statements of
Citigroup and its subsidiaries for the three months and six months
ended June 30, 1998 and 1997, including the related Management's
Discussion and Analysis of Financial Condition and Results of
Operations
99.04 Report of Independent Auditors.
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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: October 26, 1998
CITIGROUP INC.
By: /s/ Roger Trupin
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Roger Trupin
Controller
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