<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its Charter)
Delaware 52-1568099
(State of incorporation or organization) (I.R.S. Employer Identification no.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the
Section of a class of securities registration of a class of
pursuant to 12(b) of the Exchange Act securities pursuant to Section
and is effective upon filing pursuant to 12(g) of the Act and is effec-
General Instruction A.(c) please check tive pursuant to General
the following box. [ X ] Instruction A.(d) please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-56589 Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Depositary Shares, each representing a New York Stock Exchange
one-tenth interest in a share of
Adjustable Rate Cumulative Preferred
Stock, Series Q
Depositary Shares, each representing a New York Stock Exchange
one-tenth interest in a share of
Adjustable Rate Cumulative Preferred
Stock, Series R
<PAGE>
Depositary Shares, each representing a New York Stock Exchange
one-tenth interest in a share of 8.30%
Noncumulative Preferred Stock, Series S
Depositary Shares, each representing a New York Stock Exchange
one-tenth interest in a share of 8-1/2%
Noncumulative Preferred Stock, Series T
Depositary Shares, each representing a New York Stock Exchange
one-tenth interest in a share of 7-3/4%
Cumulative Preferred Stock, Series U
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
2
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's securities to be registered hereunder
appears under the heading "DESCRIPTION OF CITIGROUP CAPITAL STOCK FOLLOWING THE
MERGER" in the Joint Proxy Statement/Prospectus of the Registrant and Citicorp
in connection with the merger (the "Merger") of Citicorp with and into a wholly
owned subsidiary of the Registrant (the "Joint Proxy Statement/Prospectus"),
which Joint Proxy Statement/Prospectus is referenced as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 2. Exhibits.
4.1 Form of Certificate of Designation of Adjustable Rate
Cumulative Preferred Stock, Series Q, of the Registrant to be
in effect as of the effective time of the Merger (incorporated
by reference to Exhibit 4.4 to the Registration Statement on
Form S-4 of the Registrant filed June 11, 1998 (File No.
333-56589) (the "Form S-4")).
4.2 Form of Certificate of Designation of Adjustable Rate
Cumulative Preferred Stock, Series R, of the Registrant to be
in effect as of the effective time of the Merger (incorporated
by reference to Exhibit 4.5 to the Form S-4).
4.3 Form of Certificate of Designation of 8.30% Noncumulative
Preferred Stock, Series S, of the Registrant to be in effect
as of the effective time of the Merger (incorporated by
reference to Exhibit 4.6 to the Form S-4).
4.4 Form of Certificate of Designation of 8-1/2% Noncumulative
Preferred Stock, Series T, of the Registrant to be in effect
as of the effective time of the Merger (incorporated by
reference to Exhibit 4.7 to the Form S-4).
4.5 Form of Certificate of Designation of 7-3/4% Cumulative
Preferred Stock, Series U, of the Registrant to be in effect
as of the effective time of the Merger (incorporated by
reference to Exhibit 4.8 to the Form S-4).
4.6 Form of Deposit Agreement (the "Series Q Deposit Agreement")
among Citicorp, Citibank, N.A., as depositary, and the holders
from time to time of the depositary receipts described
therein, relating to Citicorp Adjustable Rate Cumulative
Preferred Stock, Series 18 (incorporated herein by reference
to Exhibit 2.1 to Citicorp's Registration Statement on Form
8-A, filed May 20, 1994). After the effective time of the
Merger, the Registrant will assume Citicorp's rights and
obligations under this Deposit Agreement.
4.7 Form of Deposit Agreement (the "Series R Deposit Agreement")
among Citicorp, Citibank, N.A., as depositary, and the holders
from time to time of the depositary receipts described
therein, relating to Citicorp Adjustable Rate Cumulative
3
<PAGE>
Preferred Stock, Series 19 (incorporated herein by reference
to Exhibit 2.1 to Citicorp's Registration Statement on Form
8-A, filed September 29, 1994). After the effective time of
the Merger, the Registrant will assume Citicorp's rights and
obligations under this Deposit Agreement.
4.8 Form of Deposit Agreement (the "Series S Deposit Agreement")
among Citicorp, Citibank, N.A., as depositary, and the holders
from time to time of the depositary receipts described
therein, relating to Citicorp 8.30% Noncumulative Preferred
Stock, Series 20 (incorporated herein by reference to Exhibit
2.1 to Citicorp's Registration Statement on Form 8-A, filed
October 10, 1994). After the effective time of the Merger, the
Registrant will assume Citicorp's rights and obligations under
this Deposit Agreement.
4.9 Form of Deposit Agreement (the "Series T Deposit Agreement")
among Citicorp, Citibank, N.A., as depositary, and the holders
from time to time of the depositary receipts described
therein, relating to Citicorp 8-1/2% Noncumulative Preferred
Stock, Series 21 (incorporated herein by reference to Exhibit
2.1 to Citicorp's Registration Statement on Form 8-A, filed
February 16, 1995). After the effective time of the Merger,
the Registrant will assume Citicorp's rights and obligations
under this Deposit Agreement.
4.10 Form of Deposit Agreement (the "Series U Deposit Agreement")
among Citicorp, Citibank, N.A., as depositary, and the holders
from time to time of the depositary receipts described
therein, relating to Citicorp 7-3/4% Cumulative Preferred
Stock, Series 22 (incorporated herein by reference to Exhibit
2.1 to Citicorp's Registration Statement on Form 8-A, filed
May 22, 1995). After the effective time of the Merger, the
Registrant will assume Citicorp's rights and obligations under
this Deposit Agreement.
4.11 Form of Assignment and Assumption Agreement among Citicorp,
Citibank, N.A., as depositary, and Travelers Group Inc.
relating to the Series Q Deposit Agreement, the Series R
Deposit Agreement, the Series S Deposit Agreement, the Series
T Deposit Agreement, and the Series U Deposit Agreement.
4.12 Form of stock certificate evidencing the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series Q.
4.13 Form of stock certificate evidencing the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series R.
4.14 Form of stock certificate evidencing the Registrant's
8.30% Noncumulative Preferred Stock, Series S.
4.15 Form of stock certificate evidencing the Registrant's 8-1/2%
Noncumulative Preferred Stock, Series T.
4
<PAGE>
4.16 Form of stock certificate evidencing the Registrant's 7-3/4%
Noncumulative Preferred Stock, Series U.
4.17 Form of depositary receipt evidencing depositary shares of the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series Q.
4.18 Form of depositary receipt evidencing depositary shares of the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series R.
4.19 Form of depositary receipt evidencing depositary shares of
the Registrant's 8.30% Noncumulative Preferred Stock, Series
S.
4.20 Form of depositary receipt evidencing depositary shares of the
Registrant's 8-1/2% Noncumulative Preferred Stock, Series T.
4.21 Form of depositary receipt evidencing depositary shares of the
Registrant's 7-3/4% Noncumulative Preferred Stock, Series U.
99.1 Joint Proxy Statement/Prospectus of the Registrant and
Citicorp, dated June 16, 1998 (included in the Form S-4 and
incorporated by reference herein).
5
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of
1934, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
TRAVELERS GROUP INC.
Date: September 29, 1998
By /s/ Robert Matza
-----------------------------
Robert Matza
Vice President
6
<PAGE>
Exhibit 4.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of , 1998, by and among
Citicorp, a Delaware corporation ("Citicorp"), Travelers Group Inc., a Delaware
corporation to be renamed Citigroup Inc. ("Citigroup"), and Citibank, N.A., a
national banking association (the "Depositary").
WHEREAS, Citicorp and the Depositary are parties to the deposit
agreements identified on Schedule I (each a "Deposit Agreement"), each relating
to the series of preferred stock, without par value, of Citicorp identified on
Schedule I (the "Deposited Citicorp Stock");
WHEREAS, after the effective time (the "Effective Time") of the merger
of Citicorp with and into a subsidiary of Citigroup, each former share of each
series of Deposited Citicorp Stock will represent the right to receive one share
of the corresponding series of preferred stock, par value $1.00 per share, of
Citigroup identified on Schedule I (the "Deposited Citigroup Stock"); and
WHEREAS, upon the Effective Time, Citicorp desires to assign, and
Citigroup desires to assume, Citicorp's obligations, rights and interests under
the Deposit Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. As of the Effective Time, Citicorp hereby delegates its
obligations, and assigns all of its rights and interests, under each Deposit
Agreement to Citigroup.
2. As of the Effective Time, Citigroup hereby accepts and assumes all
of Citicorp's obligations, rights and interests pursuant to paragraph 1 hereof
and agrees that it shall be substituted for Citicorp under each Deposit
Agreement.
3. Promptly after the Effective Time, pursuant to each Deposit
Agreement, Citigroup shall deliver shares of the applicable series of Deposited
Citigroup Stock to the Depositary in exchange for the certificates formerly
representing the Deposited Citicorp Stock, whereupon the Deposited Citigroup
Stock will be the "Stock" for purposes of such Deposit Agreement.
4. This Agreement shall be governed by, and be construed in accordance
with, the laws of the State of New York, without regard to its conflicts of law
principles.
5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
6. The provisions of this Agreement shall take effect immediately upon
its execution and delivery by the parties hereto. Prior to the Effective Time,
either Citicorp or Travelers Group Inc. may terminate this Agreement upon
written notice to the other parties.
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its authorized officer as of the date first above written.
CITICORP
By:
------------------------
Name:
Title:
TRAVELERS GROUP INC.
By:
------------------------
Name:
Title:
CITIBANK, N.A.,
as Depositary
By:
------------------------
Name:
Title:
2
<PAGE>
Schedule I
----------
<TABLE>
<CAPTION>
Deposit
-------
Agreement
---------
Dated Deposited Citicorp Stock Deposited Citigroup Stock
----- ------------------------ -------------------------
<S> <C> <C>
May 2, 1994 Adjustable Rate Cumulative Adjustable Rate Cumulative
Preferred Stock, Series 18 Preferred Stock, Series Q
August 1, 1994 Adjustable Rate Cumulative Adjustable Rate Cumulative
Preferred Stock, Series 19 Preferred Stock, Series R
September 24, 1994 8.30% Noncumulative Preferred 8.30% Noncumulative Preferred
Stock, Series 20 Stock, Series S
February 15, 1995 8 1/2% Noncumulative Preferred 8 1/2% Noncumulative Preferred
Stock, Series 21 Stock, Series T
May 19, 1995 7 3/4% Cumulative Preferred Stock, 7 3/4% Cumulative Preferred Stock,
Series 22 Series U
December 22, 1995 Fixed/Adjustable Rate Cumulative Fixed/Adjustable Rate Cumulative
Preferred Stock, Series 23 Preferred Stock, Series V
</TABLE>
3
<PAGE>
Exhibit 4.12
CITIGROUP INC.
--------------
Incorporated under the laws of
the State of Delaware
NUMBER 1 ADJUSTABLE RATE 700,000
CUSIP 172967 76 2 CUMULATIVE PREFERRED STOCK, SHARES
SERIES Q
This is to certify that
CITIBANK, N.A. as Depositary under
the Deposit Agreement dated as of May 2, 1994 among Citigroup Inc.
(the "Corporation"), as successor to Citicorp, Citibank, N.A. as Depositary
and the Holders from time to time of the Depositary Receipts
is the registered owner of 700,000 shares of Adjustable Rate Cumulative
Preferred Stock, Series Q, transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request should be addressed to the
Corporation.
Witness the signatures of
its duly authorized officers.
Dated: ________________, 1998
Secretary President
Countersigned and registered
CITIBANK, N.A., as Transfer Agent and Registrar
By
Authorized Officer
<PAGE>
For value received, _______________________________________ hereby
sell, assign and transfer unto ________________________________________________
______ share(s) of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint __________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated __________________________
In presence of
-------------------------------- ------------------------------------
<PAGE>
Exhibit 4.13
CITIGROUP INC.
Incorporated under the laws of
the State of Delaware
NUMBER 1 ADJUSTABLE RATE 400,000
CUSIP 172967 74 7 CUMULATIVE PREFERRED STOCK, SHARES
SERIES R
This is to certify that
CITIBANK, N.A. as Depositary under
the Deposit Agreement dated as of August 1, 1994 among Citigroup Inc.
(the "Corporation"), as successor to Citicorp, Citibank, N.A. as
Depositary and the Holders from time to time of the Depositary Receipts
is the registered owner of 400,000 shares of Adjustable Rate Cumulative
Preferred Stock, Series R, transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request should be addressed to the
Corporation.
Witness the signatures of its duly authorized officers.
Dated: , 1998
-----------------
Secretary President
Countersigned and registered
CITIBANK, N.A., as Transfer Agent and Registrar
By
Authorized Officer
<PAGE>
For value received, hereby
---------------------------------------
sell, assign and transfer unto
------------------------------------------
share(s) of the capital stock represented by the within Certificate,
- -----------
and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the
- ------------------------------------
books of the within-named Corporation with full power of substitution in the
premises.
Dated
---------------------------
In presence of
----------------------------------------------------------------------
<PAGE>
Exhibit 4.14
CITIGROUP INC.
--------------
Incorporated under the laws of
the State of Delaware
NUMBER 1 8.30% 500,000
CUSIP 172967 72 1 NONCUMULATIVE PREFERRED STOCK, SHARES
SERIES S
This is to certify that
CITIBANK, N.A. as Depositary under
the Deposit Agreement dated as of September 29, 1994 among Citigroup Inc.
(the "Corporation"), as successor to Citicorp, Citibank, N.A. as
Depositary and the Holders from time to time of the Depositary Receipts
is the registered owner of 500,000 shares of 8.30% Noncumulative
Preferred Stock, Series S, transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request should be addressed to the
Corporation.
Witness the signatures of
its duly authorized officers.
Dated: , 1998
-------------------
Secretary President
Countersigned and registered
CITIBANK, N.A., as Transfer Agent and Registrar
By
Authorized Officer
<PAGE>
For value received,________________________________________ hereby
sell, assign and transfer unto_____________________________________________
___________ share(s) of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint ______________
__________________ Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in the premises.
Dated __________________________
In presence of
----------------------------------------------------------------------
<PAGE>
Exhibit 4.15
CITIGROUP INC.
Incorporated under the laws of
the State of Delaware
NUMBER 1 8 1/2% 600,000
CUSIP 172967 69 7 NONCUMULATIVE PREFERRED STOCK, SHARES
SERIES T
This is to certify that
CITIBANK, N.A. as Depositary under
the Deposit Agreement dated as of February 15, 1995 among Citigroup Inc.
(the "Corporation"), as successor to Citicorp, Citibank, N.A. as
Depositary and the Holders from time to time of the Depositary Receipts
is the registered owner of 600,000 shares of 8 1/2% Noncumulative
Preferred Stock, Series T, transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and
relative participating, optional or special rights of each class of stock or
series thereof of the Corporation and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request should be
addressed to the Corporation.
Witness the signatures of
its duly authorized officers.
Dated: , 1998
-------------------
Secretary President
Countersigned and registered
CITIBANK, N.A., as Transfer Agent and Registrar
By
Authorized Officer
<PAGE>
For value received,___________________________________________hereby
sell, assign and transfer unto ____________________________________________
share(s) of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint _____________________________
___________________________________ Attorney to transfer the said stock on the
books of the within-named Corporation with full power of substitution in the
premises.
Dated
---------------------------
In presence of
----------------------------------------------------------------------
<PAGE>
Exhibit 4.16
CITIGROUP INC.
Incorporated under the laws of
the State of Delaware
NUMBER 1 7 3/4% 500,000
CUSIP 172967 67 1 CUMULATIVE PREFERRED STOCK, SHARES
SERIES U
This is to certify that
CITIBANK, N.A. as Depositary under
the Deposit Agreement dated as of May 19, 1995 among Citigroup Inc.
(the "Corporation"), as successor to Citicorp, Citibank, N.A. as
Depositary and the Holders from time to time of the Depositary Receipts
is the registered owner of 500,000 shares of 7 3/4% Cumulative
Preferred Stock, Series U, transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request should be addressed to the
Corporation.
Witness the signatures of
its duly authorized officers.
Dated: _______________ , 1998
Secretary President
Countersigned and registered
CITIBANK, N.A., as Transfer Agent and Registrar
By
Authorized Officer
<PAGE>
For value received, ________________________________ hereby sell,
assign and transfer unto _______________________________ ___________ shares(s)
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________________________ Attorney to
transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated _______________________
In presence of
___________________________________
___________________________________
<PAGE>
Exhibit 4.17
30585
DEPOSITARY SHARES
<TABLE>
<S> <C> <C>
DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES,
NUMBER REPRESENTING ADJUSTABLE
DR-18- RATE CUMULATIVE
PREFERRED STOCK,
SERIES 18 OF SEE REVERSE FOR
CITICORP[LOGO]-Registered Trademark CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
CUSIP 172967 75 4
Citibank, N.A., as Depositary (the "Depositary"), hereby certifies that
------------------------------------------------------------------------
is the registered owner of DEPOSITARY SHARES
------------------------------------------------------------------------
("Depositary Shares"), each Depositary Share representing one-tenth of one
share of Adjustable Rate Cumulative Preferred Stock, Series 18, without
par value, of Citicorp, a Delaware corporation (the "Corporation") on
deposit with the Depositary subject to the terms and entitled to the
benefits of the Deposit Agreement dated as of May 2, 1994 (the "Deposit
Agreement"), among the Corporation, the Depositary, and the holders from
time to time of the Depositary Receipts described therein. By accepting
this Depositary Receipt the holder hereof becomes a party to and agrees to
be bound by all the terms and conditions of the Deposit Agreement. This
Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have
been executed by the Depositary by the manual signature of a duly
authorized officer or, if executed in facsimile by the Depositary,
countersigned by a Registrar (other than the Depositary) in respect of
the Depositary Receipts by this manual signature of a duly authorized
officer thereof.
</TABLE>
Dated:
THE NAME OF THIS CORPORATION IS
CITIGROUP INC.
THIS CERTIFICATE REPRESENTS
PREFERRED Q DEPOSITARY SHARES
CITIBANK, N.A.
Depositary and Registrar
By
Authorized Officer
<PAGE>
CITICORP
CITICORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
-----------------------------
The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenant in common UNIF GIFT MIN ACT -- ___________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as __________________________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ______________________________________________ hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
______________________________________________________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
____________________________________________________________ Depositary Shares
represented by the within Receipt, and do hereby irrevocably
constitute and appoint
_____________________________________________________________________ Attorney
to transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.
Dated _____________________________
_________________________________________
NOTICE The signature to the assignment
must correspond with the name as written
upon the face of this Receipt in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
Exhibit 4.18
32058
<TABLE>
<S> <C> <C>
DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES, DEPOSITARY SHARES
NUMBER REPRESENTING ADJUSTABLE
DR-19- RATE CUMULATIVE [LOGO]
PREFERRED STOCK,
SERIES 19 OF SEE REVERSE FOR
CITICORP[LOGO] CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE CUSIP 172967 73 9
Citibank, N.A., as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing one-tenth of one share of
Adjustable Rate Cumulative Preferred Stock, Series 19, without par value, of Citicorp,
a Delaware corporation (the "Corporation"), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement dated as of August 1, 1994
(the "Deposit Agreement"), among the Corporation, the Depositary and the holders from
time to time of the Depositary Receipts described therein. By accepting this Depositary
Receipt the holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory
for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have
been executed by the Depositary by the manual signature of a duly authorized officer or, if
executed in facsimile by the Depositary, countersigned by a Registrar (other than the
Depositary) in respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.
THE NAME OF THIS CORPORATION IS
CITIGROUP INC.
THIS CERTIFICATE REPRESENTS
PREFERRED R DEPOSITARY SHARES
Dated:
-------------------------------------
CITIBANK, N.A.
-------------------------------------
Depositary and Registrar
By: /s/ D. F. Schneider
-------------------------------------
Authorized Officer
Dated:
CITIBANK, N.A.
Depositary and Registrar
Authorized Officer
</TABLE>
<PAGE>
CITICORP
CITICORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
______________________________________
The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM--as tenant in common UNIF GIFT MIN ACT-- _______ Custodian _______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minor Act
of survivorship and not as
tenants in common ________________________________
(State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
For value received, ______________________________ hereby sell(s), assign(s)
and transfers(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_______________________________________________________________Depositary Shares
represented by the within Receipt, and do hereby irrevocably
constitute and appoint
________________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Date______________________________
____________________________________
NOTICE This signature to the
assignment must correspond with
the name as written upon the
face of this Receipt in every
particular, without alteration or
enlargement or any change
whatever.
<PAGE>
Exhibit 4.19
033412
<TABLE>
<S> <C> <C>
DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES, DEPOSITARY SHARES
NUMBER REPRESENTING 8.30%
DR-20- NONCUMULATIVE [LOGO]
PREFERRED STOCK,
SERIES 20 OF SEE REVERSE FOR
CITICORP[LOGO] CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE CUSIP 172967 71 3
Citibank, N.A., as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing one-tenth of one share of 8.30%
Noncumulative Preferred Stock, Series 20, without par value, of Citicorp, a Delaware
corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of September 29, 1994 (the "Deposit
Agreement"), among the Corporation, the Depositary and the holders from time to time of the
Depositary Receipts described therein. By accepting this Depositary Receipt the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by
the Depositary, countersigned by a Registrar (other than the Depositary) in respect of the
Depositary Receipts by the manual signature of a duly authorized officer thereof.
THE NAME OF THIS CORPORATION IS
CITIGROUP INC.
THIS CERTIFICATE REPRESENTS
PREFERRED S DEPOSITARY SHARES
Dated:
-------------------------------------
CITIBANK, N.A. CITIBANK, N.A.
------------------------------------- -------------------------------------
Depositary Registrar
By: /s/ D. F. Schneider By:
------------------------------------- -------------------------------------
Authorized Officer Authorized Officer
</TABLE>
<PAGE>
CITICORP
CITICORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
____________________
The following abbreviations when used in the instructions on the
face of this receipt shall be construed as though they were written out in
full according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM -- as tenant in common UNIF GIFT MIN ACT -- ___________ Custodian ____________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common __________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list:
For value received, __________________________________________ hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/________________________/_____________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________ Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint
_______________________________________________________________________ Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Dated ________________________________
________________________________________
NOTICE The signature to the assignment
must correspond with the name as written
upon the face of this Receipt in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
35711
<TABLE>
Exhibit 4.20
<S> <C> <C>
DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES, DEPOSITARY SHARES
NUMBER REPRESENTING 8 1/2%
DR-21- NONCUMULATIVE [LOGO]
PREFERRED STOCK,
SERIES 21 OF SEE REVERSE FOR
CITICORP[LOGO] CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE CUSIP 172967 68 9
Citibank, N.A., as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing one-tenth of one share of 8 1/2%
Noncumulative Preferred Stock, Series 21, without par value, of Citicorp, a Delaware
corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of February 15, 1995 (the "Deposit
Agreement"), among the Corporation, the Depositary and the holders from time to time of the
Depositary Receipts described therein. By accepting this Depositary Receipt the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by
the Depositary, countersigned by a Registrar (other than the Depositary) in respect of the
Depositary Receipts by the manual signature of a duly authorized officer thereof.
THE NAME OF THIS CORPORATION IS
CITIGROUP INC.
THIS CERTIFICATE REPRESENTS
PREFERRED T DEPOSITARY SHARES
Dated:
-------------------------------------
CITIBANK, N.A. CITIBANK, N.A.
------------------------------------- -------------------------------------
Depositary Registrar
By: /s/ D. F. Schneider By:
------------------------------------- -------------------------------------
Authorized Officer Authorized Officer
</TABLE>
<PAGE>
CITICORP
CITICORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
___________________________
The following abbreviations when used in the instructions on the face of
this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM-as tenant in common UNIF GIFT MIN ACT-__________Custodian____________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as _________________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _________________________________hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________Depository Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint
_______________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Dated____________________
_______________________________________________
NOTICE The signature to the assignment must
correspond with the name as written upon the
face of this Receipt in every particular,
without alteration or enlargement or any
change whatsoever.
<PAGE>
Exhibit 4.21
37440
<TABLE>
<S> <C> <C>
DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES, DEPOSITARY SHARES
NUMBER REPRESENTING 7 3/4%
DR-22- CUMULATIVE [LOGO]
PREFERRED STOCK,
SERIES 22 OF SEE REVERSE FOR
CITICORP [LOGO] CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE CUSIP 172967 66 3
Citibank, N.A., as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing one-tenth of one share of 7 3/4%
Cumulative Preferred Stock, Series 22, without par value, of Citicorp, a Delaware
corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of May 19, 1995 (the "Deposit
Agreement"), among the Corporation, the Depositary and the holders from time to time of the
Depositary Receipts described therein. By accepting this Depositary Receipt the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by
the Depositary, countersigned by a Registrar (other than the Depositary) in respect of the
Depositary Receipts by the manual signature of a duly authorized officer thereof.
THE NAME OF THIS CORPORATION IS
CITIGROUP INC.
THIS CERTIFICATE REPRESENTS
PREFERRED U DEPOSITARY SHARES
Dated:
-------------------------------------
CITIBANK, N.A. CITIBANK, N.A.
------------------------------------- -------------------------------------
Depositary Registrar
By: /s/ D. F. Schneider By:
------------------------------------- -------------------------------------
Authorized Officer Authorized Officer
</TABLE>
<PAGE>
CITICORP
CITICORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
______________________________
The following abbreviations when used in the instructions on the
face of this receipt shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM--as tenant in common UNIF GIFT MIN ACT-- Custodian
_____ _______
TEN ENT--as tenants by the entireties Cust Minor
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
State
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell(s), assign(s) and transfer(s) unto
________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________________________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_____________________________________________________________Depositary Shares
represented by the within Receipt, and do hereby
irrevocably constitute and appoint
______________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.
Dated
__________________
_____________________________________________
NOTICE The signature to the assignment must
correspond with the name as written upon the
face of this Receipt in every particular,
without alteration or enlargement or any
change whatever.
