As filed with the Securities and Exchange Commission on October 8, 1998
Registration No. 333-56589
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
--------
CITIGROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
--------
399 Park Avenue 10043
New York, NY (Zip Code)
(Address of principal executive offices)
Citicorp 1988 Stock Incentive Plan
Citicorp 1997 Stock Incentive Plan
Citicorp 1994 Stock Purchase Plan
Citicorp Executive Incentive Compensation Plan
Citibank Savings Incentive Plan
(Full title of the plan)
Stephanie B. Mudick
General Counsel - Corporate Law
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
(Name and address of agent for service)
(212) 559-1000
(Telephone number, including area
code, for agent for service)
---------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
- - ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 45,754,813(1) $61.25(2) $2,802,482,296 $ 0 (2)
- - ------------------------ ---------------------- ---------------------- ------------------------ --------------------
<FN>
(1) The number of shares to be registered is based upon an estimate of the
maximum number of shares of common stock, par value $1.00 per share, of
Citicorp ("Citicorp Common Stock") that were outstanding or issuable under
the Plans (as herein defined) or otherwise expected to be issued on or
before the Effective Time of the Merger (as described in the Explanatory
Note) multiplied by the exchange ratio of 2.5 shares of common stock, par
value $.01 per share of the Registrant.
(2) The proposed maximum offering price was calculated and the fee was
previously paid in connection with the Registrant's Registration Statement
on Form S-4 (No. 333-56589), declared effective on June 11, 1998.
</FN>
</TABLE>
*Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement
pursuant to the procedure described herein - see "Explanatory Note".
<PAGE>
EXPLANATORY NOTE
Citigroup Inc. ("Citigroup") (formerly Travelers Group Inc.), hereby
amends its Registration Statement on Form S-4 (No. 333-56589), declared
effective on June 11, 1998 (the "S-4"), by filing this Post-Effective Amendment
No. 1 on Form S-8 relating to up to 45,754,813 shares of common stock, $.01 par
value per share, of Citigroup ("Citigroup Common Stock"), issuable pursuant to
the provisions of the Citicorp 1988 Stock Incentive Plan (the "1988 Stock
Incentive Plan"), the Citicorp 1997 Stock Incentive Plan (the "1997 Stock
Incentive Plan"), the Citicorp 1994 Stock Purchase Plan (the "Stock Purchase
Plan") and the Citicorp Executive Incentive Compensation Plan (the "Executive
Incentive Compensation Plan"), all of which have been assumed by Citigroup
pursuant to the Merger Agreement defined and described below, and the Citibank
Savings Incentive Plan (the "Savings Incentive Plan") (collectively the
"Plans").
Pursuant to the Agreement and Plan of Merger dated as of April 5, 1998,
between Citicorp and Travelers Group Inc. ("Travelers"), as amended by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Citi Merger
Sub Inc. ("Citi Merger Sub"), and the transactions contemplated thereby, (i)
Citicorp merged with and into Citi Merger Sub (the "Merger"), with Citi Merger
Sub continuing as the surviving corporation and changing its name to Citicorp;
(ii) Travelers changed its name to Citigroup Inc. (iii) each share of common
stock, par value $1.00 per share of Citicorp (the "Citicorp Common Stock")
issued and outstanding immediately prior to the Effective Time of the Merger
(the "Effective Time") was converted into the right to receive 2.5 shares of
Citigroup Common Stock; and (iv) at the Effective Time, Citigroup assumed all
outstanding obligations to issue Citicorp Common Stock under the Plans.
This Post-Effective Amendment relates to an aggregate amount of up to
45,754,813 shares of Citigroup Common Stock issuable pursuant to the Plans (the
"Plan Shares"). When the S-4 was filed, Citigroup registered 1,174,986,185
shares of Citigroup Common Stock, which included the Plan Shares that were
reserved and were expected to be issued under the Plans on or before the
Effective Time of the Merger.
The designation of this Post-Effective Amendment No. 1 as Registration No.
333-56589 denotes that this Post-Effective Amendment relates only to the Plan
Shares and that this is the first Post-Effective Amendment to the S-4 filed with
respect to the Plan Shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K filed by Travelers Group Inc. (the
former name of Citigroup Inc.) (the "Registrant") for the fiscal year ended
December 31, 1997, as amended.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the end
of the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-4 dated June 11, 1998 (File No. 333-56589), and
any amendment or report filed for the purpose of further updating such
description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the
<PAGE>
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Other subsections of Section 145 further provide that to the extent a
present or former director or officer of a corporation has been successful on
the merits or otherwise in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) of Section 145, or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145. Section 4 of
Article IV of the Registrant's By-Laws provides that the Company shall indemnify
its directors and officers to the fullest extent permitted by the DGCL.
The Registrant also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Registrant or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same extent as provided in the Registrant's
By-Laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article TENTH of the
Registrant's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
See Exhibit Index attached hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Post-Effective Amendment on Form S-8 to
the Registration Statement (No. 333-56589) on Form S-4 (the "Form S-4") and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, this 8th day of October 1998.
Citigroup Inc.
(Registrant)
By /s/ James Dimon
---------------
James Dimon,
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment on Form S-8 to the Form S-4 has been signed below
by the following persons in the capacities indicated on this 8th day of October,
1998.
Signature Capacity
--------- --------
Chairman of the Board, Co-Chief
/s/ John S. Reed Executive Officer (Principal
---------------------- Executive Officer) and Director
John S. Reed
Chairman of the Board, Co-Chief
/s/ Sanford I. Weill Executive Officer (Principal
---------------------- Executive Officer) and Director
Sanford I. Weill
Executive Vice President and
/s/ Heidi G. Miller Chief Financial Officer
---------------------- (Principal Financial Officer)
Heidi G. Miller
Executive Vice President and Chief
/s/ Irwin R. Ettinger Accounting Officer (Principal
---------------------- Accounting Officer)
Irwin R. Ettinger
---------------------- Director
C. Michael Armstrong
<PAGE>
*
---------------------- Director
Judith Arron
*
---------------------- Director
Alain J. P. Belda
*
---------------------- Director
Kenneth J. Bialkin
*
---------------------- Director
Kenneth T. Derr
*
---------------------- Director
John M. Deutch
*
---------------------- Director
Ann Dibble Jordan
*
---------------------- Director
Reuben Mark
*
---------------------- Director
Michael T. Masin
*
---------------------- Director
Dudley C. Mecum
*
---------------------- Director
Richard D. Parsons
*
---------------------- Director
Andrall E. Pearson
<PAGE>
*
---------------------- Director
Robert B. Shapiro
*
---------------------- Director
Franklin A. Thomas
*
---------------------- Director
Edgar S. Woolard
*
---------------------- Director
Arthur Zankel
*By: /s/ James Dimon
-------------------------
James Dimon, as
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of Stephanie B. Mudick,
with respect to the legality of the securities
being registered
23.1 Consent of Stephanie B. Mudick
(included in the opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Arthur Andersen LLP
24 Powers of Attorney of certain directors of the Registrant.
Exhibit 5
October 8, 1998
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Ladies and Gentlemen:
I am General Counsel-Corporate Law and Assistant Secretary of Citigroup
Inc., a Delaware corporation (the "Company"). I have acted as counsel to the
Company in connection with the preparation and filing of a Post-Effective
Amendment No. 1 on Form S-8 to the Form S-4 Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended, for the
registration of 45,754,813 shares of common stock, $.01 per share par value (the
"Shares"), of the Company relating to the Citicorp 1988 Stock Incentive Plan,
the Citicorp 1997 Stock Incentive Plan, the Citicorp 1994 Stock Purchase Plan
and the Citicorp Executive Incentive Compensation Plan, which plans were assumed
by the Company on October 8, 1998, and the Citibank Savings Incentive Plan,
(collectively, the "Plans").
In connection with the foregoing, I or attorneys under my supervision have
examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, as amended, the
Registration Statement, the Plans and resolutions duly adopted by the Board of
Directors of the Company relating to the Plans. In addition, I or attorneys
under my supervision have reviewed such other documents and instruments and have
conferred with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts as I have
deemed necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plans have been duly authorized and, when issued and delivered in
accordance with the terms of the Plans, will be legally issued, fully paid and
non-assessable.
My opinion is limited to matters governed by the Federal laws of the
United States of America and the General Corporation Law of the state of
Delaware. I am not admitted to the practice of law in the state of Delaware.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stephanie B. Mudick
-----------------------
Stephanie B. Mudick
General Counsel-Corporate Law
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to Form S-4 Registration Statement of Citigroup Inc. of our
reports dated January 26, 1998 relating to the consolidated statement of
financial position of Travelers Group Inc. and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which reports are incorporated by reference or
included in the 1997 Annual Report on Form 10-K/A-1 of Travelers Group Inc.
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
October 8, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to Form S-4 Registration Statement of Citigroup Inc. of our report
dated January 20, 1998 relating to the consolidated balance sheets of Citicorp
and subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1997, and the related
consolidated balance sheets of Citibank, N.A. and subsidiaries as of December
31, 1997 and 1996, which report is included in the Current Report on Form 8-K of
Travelers Group Inc. dated April 8, 1998 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
October 8, 1998
EHXIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Citigroup Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in the Post-Effective Amendment No. 1 on Form S-8 to Form S-4
Registration Statement of Citigroup Inc. (the "Registration Statement"), of our
report dated March 13, 1997, relating to the consolidated statement of financial
condition of Salomon Inc and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, which report is incorporated by reference or included in the annual report
on Form 10-K of Travelers Group Inc. for the year ended December 31, 1997, as
amended by Form 10-K/A-1.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
New York, New York
October 8, 1998
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Travelers
Group Inc., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd day of
April, 1998.
/s/ Judith Arron
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Alain J. P. Belda
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Kenneth J. Bialkin
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Kenneth T. Derr
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ John M. Deutch
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company to be issued or reserved for issuance in connection
with the transactions described in the Registration Statement on Form S-8 to
which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, the Registration Statement on Form S-8 to which this power of attorney
is filed as an exhibit, a registration statement under Rule 462(b) of the
Securities Act, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the originals or copies thereof are to be filed as a part of, or in connection
with, said Registration Statement or amendments, and to file or cause to be
filed the same with the Securities and Exchange Commission, and to effect any
and all applications and other instruments in the name and on behalf of the
undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities under the securities
laws of any of the several States; and the undersigned does hereby ratify all
that said attorneys-in-fact or agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Ann Dibble Jordan
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Reuben Mark
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Michael T. Masin
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Dudley C. Mecum
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Richard D. Parsons
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Andrall E. Pearson
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Robert B. Shapiro
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Franklin A. Thomas
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon, Charles O. Prince, III and John J.
Roche, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,
and any and all amendments thereto, including post-effective amendments, and any
instruments, contracts, documents or other writings of which the originals or
copies thereof are to be filed as a part of, or in connection with, said
Registration Statement or amendments, and to file or cause to be filed the same
with the Securities and Exchange Commission, and to effect any and all
applications and other instruments in the name and on behalf of the undersigned
which said attorneys-in-fact and agents, or any of them, deem advisable in order
to qualify or register the Securities under the securities laws of any of the
several States; and the undersigned does hereby ratify all that said
attorneys-in-fact or agents, or any of them, shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 8th day of
October, 1998.
/s/ Edgar S. Woolard
- - --------------------------------------
(Signature)
<PAGE>
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TRAVELERS
GROUP INC., a Delaware corporation ("the Company"), does hereby constitute and
appoint Sanford I. Weill, James Dimon, Irwin Ettinger and Charles O. Prince,
III, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration of the securities of the Company being
registered on the Registration Statement on Form S-8 to which this power of
attorney is filed as an exhibit (the "Securities"), including specifically, but
without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of the undersigned as a director, the Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit, a
registration statement under Rule 462(b) of the Securities Act, and any and all
amendments thereto, including post-effective amendments, and any instruments,
contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, said Registration Statement
or amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said
attorneys-in-fact and agents, or any of them, deem advisable in order to qualify
or register the Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 7th day of
October, 1998.
/s/ Arthur Zankel
- - --------------------------------------
(Signature)
