UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Abigail Adams National Bancorp, Inc.
(Name of Issuer)
Common Stock par value $10 per share
(Title of Class of Securities)
003390101
(CUSIP Number)
Michael Kadish, Citibank, N.A.,
425 Park Avenue, New York, NY 10043 212-559-1864
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 21, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box _____.
Check the following box if a fee is being paid with the statement _____.
Page 1 of 16 Pages
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SCHEDULE 13D
-------------------------------- ----------------------------
CUSIP No. 003390101 Page 2 of 16 Pages
-------------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citibank, N.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) _____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ______
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
================================================================================
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
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14 TYPE OF REPORTING PERSON
BK
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<PAGE>
SCHEDULE 13D
-------------------------------- ----------------------------
CUSIP No. 003390101 Page 3 of 16 Pages
-------------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) _____
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ______
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
N/A
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
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14 TYPE OF REPORTING PERSON
HC
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<PAGE>
Note
This Amendment No. 5 to Schedule 13D (the "Statement") is being filed
on behalf of Citibank, N.A. ("Citibank") and Citicorp ("Citicorp") with respect
to 203,038 shares of the common stock, par value $10 per share (the "Common
Stock"), issued by Abigail Adams National Bancorp, Inc. (the "Company"), an
interest in which was acquired by Citibank in connection with its efforts to
collect a debt previously extended by Citibank to certain shareholders of the
Company.
Pursuant to a Term Loan Agreement dated as of August 24, 1988, Citibank
extended credit to seven shareholders (the "Borrowers") of the Company and,
pursuant to a Pledge Agreement of the same date, took a security interest in
203,038 shares (the "Shares") of the Company owned by those shareholders. The
Borrowers retained the right to vote the Shares in the absence of any event of
default. At the time, the Shares represented approximately 71.0% of the
Company's 286,000 shares of Common Stock issued and outstanding.
Pursuant to the terms of the Pledge Agreement, upon any event of
default under the Loan Agreement that remained uncured, Citibank became entitled
to transfer all or any part of the Shares into the name of Citibank or its
nominee, to vote all or any part of the Shares and/or to otherwise act as if
Citibank were the owner of the Shares. On October 31, 1989, the Borrowers
defaulted in paying interest on the loan, and on November 15, 1989, Citibank
sent a formal notice of acceleration to the Borrowers. In December 1989, one of
the Borrowers, Mark G. Griffin ("Griffin") became a debtor in possession under
Chapter 11 of the Bankruptcy Code. At the time of his bankruptcy filing, Griffin
owned 42,209 Shares and, as trustee for the benefit of his sister, legally owned
and controlled another 44,785 Shares. In March and June 1990, respectively,
Richard W. Naing and Maria L. Naing (together the "Naings") became debtors in
possession under Chapter 11 of the Bankruptcy Code. At the time of the Chapter
11 filings, the Naings together owned and controlled 82,938 Shares. The
automatic stay provisions of the Bankruptcy Code, among other things, prevented
Citibank from selling the Shares owned by the bankrupt Borrowers or their
estates, and from taking any act to exercise control over property of Griffin's
and the Naings' bankruptcy estates. See 11 U.S.C. Section 362.
Pursuant to a joint plan of reorganization confirmed on May 2, 1991 by
the United States Bankruptcy Court for the District of Columbia with respect to
the Naings, a liquidating trustee (the "Liquidating Trustee") was appointed by
the court to sell shares belonging to the Naings' bankruptcy estates. The
Naings' plan of reorganization required the Liquidating Trustee to cooperate
with Citibank to sell the Shares belonging to the Naings' estates as part of a
block with the remaining Shares of the other Borrowers but permits Citibank to
sell such Shares independently of the Liquidating Trustee.
On May 6, 1992, the United States Bankruptcy Court for the District of
Maryland confirmed a plan of reorganization with respect to Griffin. Griffin's
plan was substantially identical to the Naings' plan with respect to the
treatment of the Shares owned by Griffin's estate except that Griffin's plan did
not permit Citibank to sell such Shares independently of the Liquidating Trustee
and further
Page 4 of 16 Pages
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order of the Bankruptcy Court until certain conditions failed to occur. Although
Griffin's plan provided for the appointment of a Liquidating Trustee, no
Liquidating Trustee has been appointed in that case. Upon the failure of such
conditions on June 30, 1992, pursuant to the terms of the Griffin plan, Citibank
acquired the right to sell the Shares owned by Griffin's bankruptcy estate
without court supervision or the participation or concurrence of any Liquidating
Trustee.
On April 12, 1994, Citibank executed a Stock Purchase Agreement (the
"NBI Agreement"), dated as of April 11, 1994, with National Bancshares, Inc.
("NBI") pursuant to which Citibank agreed to sell to NBI a minimum of 191,932
and a maximum of 203,038 Shares. Pursuant to the terms of the NBI Agreement, the
initial closing was scheduled for August 31, 1994, subject to the satisfaction
of certain conditions, including, without limitation, obtaining all required
regulatory approvals, and further subject to NBI's right to extend the closing
date for four one-month periods on certain conditions. At the initial closing,
Citibank was to sell to NBI the greater of (i) the maximum number of Shares that
Citibank has the full right, power and authority to sell at such time and (ii)
191,932 Shares. During the six-month period following the initial closing, to
the extent Citibank obtained the full right, power and authority to sell any
remaining Shares, such Shares also were to be sold to NBI.
After executing the Agreement, Citibank and Citicorp were informed that
the Company and The First National Bank of Maryland (the "Rights Agent") entered
into a Rights Agreement dated as of April 12, 1994 (the "Rights Agreement"). The
terms of the Rights Agreement are described in, and a copy of the Rights
Agreement is attached to, a Form 8-A dated April 12, 1994 and filed by the
Company with Securities and Exchange Commission (the "Commission"). Citibank and
Citicorp also were informed that on or about April 7, 1994, the board of
directors of The Adams National Bank, the Company's wholly owned subsidiary,
approved severance agreements for seven management officials. The terms of the
severance agreements are described in, and copies of the severance agreements
are attached to, a Form 8-K dated April 27, 1994 and filed by the Company with
the Commission.
Citibank and NBI entered into a Stock Purchase Agreement, as Amended,
dated June 1, 1994 (the "Amended NBI Agreement"). The Amended NBI Agreement
modified the NBI Agreement as described in Citibank's and Citicorp's Amendment
No. 2 to Schedule 13D, filed with the Commission on or about June 3, 1994. A
copy of the Amended NBI Agreement is attached as Exhibit 2 to Citibank's and
Citicorp's Amendment No. 2 to Schedule 13D.
As set forth in Citibank's and Citicorp's Amendment No. 3 to Schedule
13D, filed with the Commission on or about August 8, 1994, Citibank was informed
that as of July 29, 1994, the Company and NBI had failed to enter into the
Bancorp Agreement. On July 29, 1994, Citibank exercised its right to terminate
the Amended NBI Agreement. Thereafter, Citibank commenced negotiations with
Marshall T. Reynolds ("Mr. Reynolds") regarding an acquisition of the Shares.
The contemplated transaction between Citibank and Mr. Reynolds required
the resolution of certain alleged claims that NBI had asserted. Citibank
negotiated with NBI toward a resolution of such claims. Citibank asserts that it
reached an oral agreement to settle such claims on or about
Page 5 of 16 Pages
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September 2, 1994. NBI subsequently denied that an agreement had been reached,
and Citibank, on or about October 14, 1994, filed suit against NBI in the
Chancery Court in and for New Castle County, Delaware (case no. 13810) seeking,
among other things, to enforce the terms of the alleged oral agreement. NBI and
Citibank have entered into a Standstill and Release Agreement dated as of March
30, 1995, which provides, among other things, for the resolution of NBI's
alleged claims, contingent on a closing of the sale of the Shares on or before
July 19, 1995, which is extended to September 19, 1995 in the event that
Citibank has entered into an agreement for a sale of the Shares on or before
July 19, 1995.
As set forth in Citibank's and Citicorp's Amendment No. 4 to Schedule
13D ("Amendment No. 4"), filed with the Commission on or about April 26, 1995,
Citibank and Mr. Reynolds entered into a Stock Purchase Agreement dated as of
April 21, 1995 (the "Reynolds Agreement"), which provides, among other things,
for a sale pursuant to the Uniform Commercial Code of a minimum of 191,932 and a
maximum of 203,038 of the Shares to Mr. Reynolds and certain other parties
(defined in the Reynolds Agreement as "Permitted Assignees"). A copy of the
Reynolds Agreement, including all exhibits thereto, is attached to Amendment No.
4. Pursuant to the Reynolds Agreement, the purchase price for the Shares is
$17.00 per Share.
Citibank is informed that on April 20, 1995, Bancorp and Rights Agent
entered into a First Amendment of Rights Agreement (the "First Amendment"),
which, among other things, permits the sale of the Shares to Mr. Reynolds and
the Permitted Assignees without such persons being or becoming "Acquiring
Persons" or "Adverse Persons" within the meaning of the Rights Agreement.
Citibank is also informed that on April 20, 1995, Bancorp and Mr. Reynolds
entered into an Agreement (the "Bancorp Agreement"), pursuant to which Mr.
Reynolds will be required, among other things, to commence a tender offer for
the purchase of all shares in Bancorp for a purchase price of $21.00 following
the completion of the acquisition of the Shares pledged to Citibank. A copy of
the form of the Bancorp Agreement is attached to Amendment No. 4 as Exhibit A to
the Reynolds Agreement.
On July 21, 1995, Citibank, Mr. Reynolds and the "Permitted Assignees"
consummated the transactions that were the subject matter of the Reynolds
Agreement and Citibank delivered to Reynolds and the Permitted Assignees 203,038
of the Shares. As of the date hereof, neither Citicorp nor Citibank have any
legal or beneficial interest in any Shares of the Company.
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $10 per share, of
Abigail Adams National Bancorp, Inc., whose principal executive offices are
located at 1627 K Street, N.W., Washington, D.C. 20006.
Page 6 of 16 Pages
<PAGE>
Item 2. Identity and Background
(a) - (c), (f) This Statement is being filed by Citibank, N.A., a
national banking association organized under the National Bank Act of the United
States of America, and Citicorp, a Delaware corporation. Citibank, a wholly
owned subsidiary of Citicorp, is principally engaged in the general banking
business. Citicorp is a multi-bank holding company principally engaged, through
its subsidiaries, in the general financial services business.
The names, business addresses, principal occupations and citizenship of
the executive officers, directors and controlling persons of Citicorp and
Citibank, as well as the addresses of their respective principal offices, are
set forth on Appendix 1 attached hereto.
(d) During the last five years, none of Citibank, Citicorp, or any of
their respective officers, directors or controlling persons, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of Citibank, Citicorp, or any of
their respective officers, directors or controlling persons has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws, except as follows. In 1992 Citibank
consented to orders issued by the Commission and the Comptroller of the
Currency, without admitting or denying allegations and findings, with respect to
findings that Citibank violated certain securities laws in its role as a
transfer agent with respect to the proper safeguarding and destruction of
cancelled securities certificates. The orders, and related facts and
circumstances, were described in Current Reports on Form 8-K, dated July 21,
1992, and January 19, 1993, that Citicorp previously filed with the Commission.
Item 3. Source and Amount of Funds or Other Consideration
The power to sell and vote the Shares was acquired by Citibank in
connection with efforts to recover payment on a loan made by Citibank to the
Borrowers pursuant to the Loan Agreement and related documents (the "Loan
Documents"), which loan was provided from Citibank's customary funding sources
for loans. Citibank has been advised that the source of funds for the
acquisition of the Shares by Mr. Reynolds and the "Permitted Assignees" (as such
term is defined in the Reynolds Agreement) are their personal funds, lines of
credit and loans.
Item 4. Purpose of Transaction
Citibank acquired the power to sell and vote the Shares pursuant to its
rights under the Loan Documents, in an effort to recover payment on the loan to
the Borrowers. Citibank's purpose in entering into and consummating the Reynolds
Agreement is to realize upon the collateral securing the Loan and to comply with
the Bank Holding Company Act.
Page 7 of 16 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer
(a), (b) Citibank controlled 203,038, or 71.3%, of the 284,844 shares
of the Company's issued and outstanding Common Stock. Following its acquisition
of control of the Shares, Citibank took no action to exercise its powers of
control under the provisions of the Pledge Agreement; i.e., it did not vote the
Shares or direct the Borrowers in their voting of the Shares, and it took no
action to transfer the Shares into its own name or to otherwise exercise control
over the Shares. As of the consummation on July 21, 1995 of the transactions
that were the subject matter of the Reynolds Agreement, Citicorp and Citibank
ceased having any legal or beneficial interest in any Shares of the Company.
To the knowledge of Citibank and Citicorp, none of their respective
executive officers or directors beneficially own any shares of Common Stock of
the Company.
(c) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Prior to April 12, 1994, the only contracts, arrangements,
understandings or relationships that Citibank had in effect with respect to
securities of the Company were those in connection with the Loan Documents,
which contain default and similar provisions customarily contained in secured
loan documentation, the Naings' and Griffin's bankruptcy plans, and a Settlement
Agreement dated as of November 16, 1993 between Citibank and the Naing
Children's Trust (formerly known as the Wynmark Trust; the "Trust") and its sole
trustee, Frederick P. Birks, which, among other things, reaffirmed and
reinforced Citibank's rights under the Loan Documents with respect to 22,000
Shares owned by the Trust.
On April 12, 1994, Citibank executed a Stock Purchase Agreement (the
"NBI Agreement") dated as of April 11, 1994, with National Bancshares, Inc.
("NBI"), pursuant to which Citibank agreed to sell to NBI a minimum of 191,932
and a maximum of 203,038 Shares. The initial closing was scheduled for August
31, 1994, subject to the satisfaction of certain conditions, including, without
limitation, obtaining all required regulatory approvals, and further subject to
NBI's right to extend the closing date for four one-month periods on certain
conditions. At the initial closing, Citibank was to sell to NBI the greater of
(i) the maximum number of Shares that Citibank had the full right, power and
authority to sell at such time and (ii) 191,932 Shares. During the six-month
period following the initial closing, to the extent Citibank obtained the full
right, power and authority to sell any remaining Shares, such Shares also were
to be sold to NBI.
Effective June 1, 1994, Citibank and NBI executed a Stock Purchase
Agreement, as Amended (the "Amended NBI Agreement"), modifying the terms of the
NBI Agreement. A copy of the Amended NBI Agreement is attached to Citicorp's and
Citibank's Amendment No. 2 to Schedule 13D, filed with the Commission on or
about June 3, 1994. The Amended NBI Agreement provided,
Page 8 of 16 Pages
<PAGE>
among other things, that either party could terminate the Amended Agreement at
any time prior to the execution and delivery of the "Bancorp Agreement" by NBI
and the Company. The Company and NBI failed to enter into the Bancorp Agreement.
On July 29, 1994, Citibank sent notice of termination of the Amended NBI
Agreement to NBI.
Effective June 30, 1994, Citibank and Barbara Blum entered into a
Settlement Agreement under which Citibank and Ms. Blum settled claims under the
Loan Documents. The Settlement Agreement provides, among other things, for a
release of Ms. Blum's obligations under the Loan Documents. In addition, the
Settlement Agreement provides for a release of Citibank's security interest in
Ms. Blum's Shares and other collateral upon the satisfaction of certain
conditions, including consummation of a sale of the Shares.
Citibank and Marshall T. Reynolds ("Mr. Reynolds") entered into a Stock
Purchase Agreement dated as of April 21, 1995 (the "Reynolds Agreement"), which
provides, among other things, for a sale pursuant to the Uniform Commercial Code
of a minimum of 191,932 and a maximum of 203,038 of the Shares to Mr. Reynolds
and certain other parties (defined in the Reynolds Agreement as "Permitted
Assignees"). A copy of the Reynolds Agreement, including all exhibits thereto,
is attached to Amendment No. 4. Pursuant to the Reynolds Agreement, the purchase
price for the Shares was $17.00 per Share.
Page 9 of 16 Pages
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Item 7. Material to be Filed as Exhibits
1. Stock Purchase Agreement dated as of April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc. (previously filed
with Amendment No. 1 to Citibank's and Citicorp's Schedule 13D,
filed with the Commission on April 14, 1994).
2. Stock Purchase Agreement, as Amended, dated June 1, 1994
(previously filed with Amendment No. 2 to Citibank's and
Citicorp's Schedule 13D, filed with the Commission on June 3,
1994).
3. Stock Purchase Agreement dated as of April 21, 1995 between
Citibank, N.A. and Marshall T. Reynolds, which is attached to
Amendment No. 4 to Citibank's and Citicorp's Schedule 13D, filed
with the Commission on April 26, 1995.
Page 10 of 16 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the information set forth in this Statement is certified to be true,
complete and correct.
Dated: July 24, 1995 CITIBANK, N.A.
By: /s/ Michael L. Kadish
Name: Michael L. Kadish
Title: Vice President
Page 11 of 16 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the information set forth in this Statement is certified to be true,
complete and correct.
Dated: July 24, 1995 CITICORP
By: /s/ Michael L. Kadish
Name: Michael L. Kadish
Title: Assistant Secretary
Page 12 of 16 Pages
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Appendix 1
CITIBANK, N.A.
399 Park Avenue
New York, New York 10043
CITICORP
399 Park Avenue
New York, New York 10043
The names of the directors and the names and titles of the executive
officers of Citicorp and Citibank, N.A. and their business addresses and present
principal occupations are set forth below. All of the persons listed below are
citizens of the United States unless otherwise indicated. If no address is
given, the director's or officer's business address is 399 Park Avenue, New
York, New York 10043. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to such individual's position with Citicorp
and Citibank, N.A.
Name, Business Address
and Citizens Present Principal Occupation
---------------------- -----------------------------
Roberta J. Arena Executive Vice President
Shaukat Aziz Executive Vice President
5 Shenton Way
UIC Building #29-00
Singapore 0106, Republic of Singapore
(Citizen of Pakistan)
James L. Bailey Executive Vice President
David J. Browning Executive Vice President
Ernst W. Brutsche Executive Vice President
335 Strand
London, WC2R 1LS
(Citizen of Federal Republic
of Germany)
D. Wayne Calloway*+ Chairman and
700 Anderson Hill Road Chief Executive Officer of
Purchase, New York 10577 PepsiCo, Inc.
Page 13 of 16 Pages
<PAGE>
Colby H. Chandler+ Former Chairman and CEO,
Eastman Kodak Company
Pei-yuan Chia*+ Vice Chairman
Paul J. Collins*+ Vice Chairman
Colin Crook Vice President and Senior
(Citizen of the Technology Officer
United Kingdom)
Kenneth T. Derr+ Chairman and
225 Bush Street Chief Executive Officer of
San Francisco, CA 94104 Chevron Corporation
Alvaro A. C. de Souza Executive Vice President
(Citizen of Portugal)
David E. Gibson Executive Vice President
936 Strand
London WC2R 1HB U.K.
Dennis O. Green Chief Auditor
Guenther E.Greiner Executive Vice President
(Citizen of the Federal
Republic of Germany)
H. J. Haynes*+ Senior Counselor
50 Beale Street Bechtel Group, Inc.
San Francisco, CA 94105
Michael J. Horgan Chairman, Credit Policy Committee
Thomas E. Jones Executive Vice President
Charles E. Long Executive Vice President, Secretary
Alan S. MacDonald Executive Vice President
Page 14 of 16 Pages
<PAGE>
Dionisio R. Martin Executive Vice President
Av. de Mayo 701
1084 Buenos Aires, Argentina 1004
(Citizen of Argentina)
Robert A. McCormack Executive Vice President
Victor J. Menezes Executive Vice President
Ave De. Tervureen, 249
B-1150
Brussels, Belgium
(Citizen of India)
Lawrence R. Phillips Senior Human Resources Officer
John S. Reed*+ Chairman
William H. Rhodes*+ Vice Chairman
Rozanne L. Ridgway*+ Co-Chair of the Atlantic
1616 H. Street, N.W. 3rd Floor Counsel of the United States
Washington, D.C. 20006
John J. Roche Executive Vice President
H. Onno Ruding+ Vice Chairman
(Citizen of Netherlands)
Hubertus M. Rukavina Executive Vice President
Seestrasse 25
P. O. Box 244
8021 Zurich, Switzerland
(Citizen of Argentina)
Robert B. Shapiro+ President and Chief Operating
800 N. Lindbergh Boulevard Officer, Monsanto Company
St. Louis, Missouri 63167
Frank A. Shrontz*+ Chairman and Chief Executive
7755 East Marginal Way South Officer of The Boeing Company
Seattle, Washington 98108
Page 15 of 16 Pages
<PAGE>
Roger B. Smith+ Former Chairman and CEO,
767 Fifth Avenue, 25th Floor General Motors Corporation
New York, NY 10153
Christopher J. Steffen Vice Chairman
Gurvirendra S. Talwar Executive Vice President
UIC Building
5 Shenton Way
Singapore 0106, Republic of Singapore
(Citizen of India)
Franklin A. Thomas*+ President of the
320 East 43rd Street 10th Floor Ford Foundation
New York, NY 10017
David S. Van Pelt Executive Vice President
Alan J. Weber Executive Vice President
Edgar S. Woolard, Jr.+ Chairman and
1007 Market Street Chief Executive Officer of
Wilmington. DE 19898 E. I. DuPont de Nemours & Company
Masamoto Yashiro Executive Vice President
2-3-14 Higashi-Shinagawa
Shinagawa Ku
Tokyo 140, Japan
(Citizen of Japan)
+ Indicates individual is a Director of Citicorp
* Indicates individual is a Director of Citibank, N.A.
Page 16 of 16 Pages
