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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 1998
--------------------------------
Citigroup Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
399 Park Avenue, New York, New York 10043
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(Address of principal executive offices) (ZipCode)
(212) 559-1000
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(Registrant's telephone number, including area code)
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CITIGROUP INC.
Current Report on Form 8-K
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
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Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.01 ......... Terms Agreement, dated October 29, 1998, between the
Company and Salomon Smith Barney Inc., as
Underwriter, relating to the offer and sale of the
Company's Floating Rate Senior Notes due February 3,
2000.
4.01 ......... Form of Note for the Company's Floating Rate Senior
Notes due February 3, 2000.
</TABLE>
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 2, 1998 CITIGROUP INC.
By /s/ Peter Gallant
---------------------------
Peter Gallant
Treasurer
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Exhibit 1.01
TERMS AGREEMENT
---------------
October 29, 1998
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Chief Financial Officer
-----------------------
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $450,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, we, as underwriter (the
"Underwriter"), offer to purchase the Securities at 99.9390% of the principal
amount thereof, plus accrued interest, if any, from the date of issuance. The
Closing Date shall be November 3, 1998, at 8:30 A.M. at the office of the
Company located at 388 Greenwich Street, 20th Floor, New York, New York 10013.
The Securities shall have the following terms:
<TABLE>
<CAPTION>
<S> <C>
Title: Floating Rate Notes due February 3, 2000
Maturity: February 3, 2000
Interest Rate: LIBOR plus 0.10%, as determined in
accordance with the procedure set forth in
the Prospectus Supplement dated October
29, 1998
Interest Payment Dates: February 3, May 3, August 3 and November
3, commencing February 3, 1999
Initial Price to Public: 99.9695% of the principal amount thereof,
plus accrued interest, if any, from the date of
issuance
Redemption Provisions: The Securities are not redeemable by the
Company prior to maturity
Record Date: The business day next preceeding each
Interest Payment Date
</TABLE>
<PAGE>
Additional Terms:
The Securities shall be issuable as Registered Securities
only. The Securities will be initially represented by one or more global
Securities registered in the name of The Depository Trust Company ("DTC") or its
nominee. Beneficial interests in the Securities will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Owners of beneficial interests in Securities will be entitled to
physical delivery of Securities in certificated form only under the limited
circumstances described in the Prospectus Supplement. Principal and interest on
the Securities shall be payable in United States dollars. The provisions of
Sections 11.03 and 11.04 of the Indenture relating to defeasance shall apply to
the Securities.
All the provisions contained in the document entitled
"Primerica Corporation-Debt Securities -- Underwriting Agreement -- Basic
Provisions" and dated January 12, 1993 (the "Basic Provisions"), a copy of which
you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if the Basic Provisions had been set
forth in full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) All references to Primerica Corporation shall refer to Citigroup Inc.; (b)
In the first line of Section 2(a), delete "(33-55542), including a prospectus"
and insert in lieu thereof "(333-51201), including a prospectus (which
prospectus also relates to $450,000,000 aggregate principal amount of securities
of the Company previously registered on a registration statement on Form S-3
(33-63663) and not issued)" and any reference in the Basic Provisions to a
registration statement shall be deemed to be a reference to such registration
statements on Form S-3; (c) In the fifth line of the third paragraph of Section
3, delete the phrase "New York Clearing House (next day)" and insert in lieu
thereof "federal or other same day"; and (d) In the fourteenth line of the third
paragraph of Section 3, delete the word "definitive" and insert in lieu thereof
"global."
The Underwriter hereby agrees in connection with the
underwriting of the Securities to comply with the requirements set forth in any
applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
Stephanie B. Mudick, Esq., Deputy General Counsel of the
Company, is counsel to the Company. Dewey Ballantine LLP is counsel to the
Underwriter.
The Securities will be made available for checking and
packaging at the designated office of The Bank of New York at least 24 hours
prior to the Closing Date.
Please accept this offer no later than 9:00 o'clock p.m
Eastern Standard Time on October 29, 1998, by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy to us, or
by sending us a written acceptance in
2
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the following form:
3
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"We hereby accept your offer, set forth in the Terms
Agreement, dated October 29, 1998, to purchase the Securities on the terms set
forth therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
By:
Name:
Title:
ACCEPTED:
CITIGROUP INC.
By: /s/ Robert Matza
------------------------
Name: Robert Matza
Title: Deputy Treasurer
4
<PAGE>
Exhibit 4.01
FORM OF NOTE
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE
DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 172967 AT 8
NO. R-_________ U.S. $______________
CITIGROUP INC.
FLOATING RATE SENIOR NOTE DUE FEBRUARY 3, 2000
CITIGROUP INC. (formerly Travelers Group Inc.), a corporation duly
organized and existing under the laws of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to SPECIMEN , or
its registered assigns, the principal sum of _______________ Dollars
($______________) on February 3, 2000, and to pay interest thereon from November
3, 1998, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly on February 3, May 3, August 3 and
November 3 (each, an "Interest Payment Date"), commencing February 3, 1999 until
the principal hereof is paid or made available for payment, to the persons in
whose names the Notes are registered at the close of business on the Business
Day next preceding the related Interest Payment Date. The period commencing on
an Interest Payment Date and ending on the day preceding the next succeeding
Interest Payment Date is called an "Interest Period." "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking institutions in
The City of New York are authorized or obligated by law, executive order or
governmental decree to be closed. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the holder on such
Record Date and shall be paid to the Person in whose name this Security is
registered on a subsequent Record Date, such Record Date to be not less than
five days prior to the date of payment of such defaulted interest, established
by notice given by mail by or on behalf of the Company to the holders of
<PAGE>
Securities not less than 15 days preceding such subsequent Record Date.
The Notes will bear interest for each Interest Period at a per annum rate
(the "Interest Rate") determined by The Bank of New York, or its successor
appointed by the Company as permitted by the Indenture, acting as calculation
agent (the "Calculation Agent"). The Interest Rate will be equal to LIBOR (as
defined below) on the second London Business Day (as defined below) immediately
preceding the first day of such Interest Period (each, an "Interest
Determination Date") plus .1%, provided, however, that in certain circumstances
described below, the Interest Rate will be determined in an alternative manner
without reference to LIBOR. Promptly upon such determination, the Calculation
Agent will notify the Trustee of the Interest Rate for the new Interest Period.
The Interest Rate determined by the Calculation Agent, absent manifest error,
shall be binding and conclusive upon the beneficial owners and holders of the
Notes, the Company and the Trustee.
For purposes of this calculation, "London Business Day" is defined as a day
on which dealings in deposits in U.S. dollars are transacted, or with respect to
any future date, are expected to be transacted, in the London interbank market.
"LIBOR" for any Interest Determination Date will be the offered rate for
deposits in U.S. dollars having an index maturity of three months for a period
commencing on the second London Business Day immediately following the Interest
Determination Date (a "Three Month Deposit") in amounts of not less than
$1,000,000, as such rate appears on Bridge Telerate Page 3750 (as defined
below), or a successor reporter or such rates selected by the Calculation Agent
and acceptable to the Company, at approximately 11:00 a.m., London time, on the
Interest Determination Date (a "Reported Rate").
"Bridge Telerate Page 3750" means the display designated on page "3750" on
Telerate (or such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. Dollar deposits).
If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine the Interest Rate for the Notes as
follows:
(i) In the event no Reported Rate appears on Bridge Telerate
Page 3750 as of approximately 11:00 a.m. London time on an Interest
Determination Date, the Calculation Agent shall request the principal London
offices of each of four major banks in the London interbank market selected by
the Calculation Agent (after consultation with the Company) to provide a
quotation of the rate (a "Rate Quotation") at which Three Month Deposits in
amounts of not less than $1,000,000 are offered by it to prime banks in the
London interbank market, as of approximately 11:00 a.m. London time on such
Interest Determination Date, that is representative of single transactions at
such time ("Representative Amounts"). If at least two Rate Quotations are
provided, the Interest Rate will be the arithmetic mean of the Rate Quotations
obtained by the Calculation Agent, plus .1%. (ii) In the event no Reported Rate
appears on Bridge Telerate Page 3750 and there are fewer than two Rate
Quotations, the Interest Rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m. New York City time on such Interest Determination Date,
by three major banks in New York City, selected by the Calculation Agent, for
loans in Representative Amounts in U.S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the second
London Business Day immediately following such Interest Determination Date,
plus .1%; provided, however, that if fewer than three banks selected by
<PAGE>
the Calculation Agent are quoting such rates, the Interest Rate for the
applicable period will be the same as the Interest Rate in effect for the
immediately preceding Interest Period.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of holders
of Securities.
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: November 3, 1998
CITIGROUP INC.
By: Specimen
---------------------------
Peter Gallant
Treasurer
By: Specimen
---------------------------
Stephanie B. Mudick
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
Dated: November 3, 1998
The Bank of New York, as Trustee
By:
---------------------------
Authorized Signatory
<PAGE>
CITIGROUP INC.
FLOATING RATE SENIOR NOTES DUE FEBRUARY 3, 2000
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), as amended by the
First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second
Supplemental Indenture, dated as of January 31, 1991, between Holdings and the
Trustee, the Third Supplemental Indenture, dated as of December 9, 1992, among
the Company, Holdings and the Trustee and the Fourth Supplemental Indenture,
dated as of November 2, 1998 between the Company and the Trustee (as so amended,
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated as set forth above, limited in aggregate principal
amount to $450,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount except as otherwise provided herein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge and
defeasance as provided in Sections 11.03 and 11.04 of the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
without the consent of the holders of the Securities, to establish, among other
things, the form and terms of any series of Securities issuable thereunder by
one or more supplemental indentures, and, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of Securities at the time
outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series
to be affected, provided that no such modification will (i) extend the fixed
maturity of any Securities, reduce the rate or extend the time of payment of
interest thereon, reduce the principal amount thereof or the premium, if any,
thereon, reduce the amount of the principal of Original Issue Discount
Securities payable on any date, change the currency in which Securities are
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities
of any series the consent of the holders of which is required for any such
modification without the consent of the holders of all Securities of such series
then outstanding, or (iii) modify, without the written consent of the Trustee,
the rights, duties or immunities of the Trustee.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
<PAGE>
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of different authorized denominations, as requested by the holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
_______________________________________
The following abbreviations, when used in the inscription on the first page
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
Custodian ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
<PAGE>
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers
unto
(Please Insert Social Security or Other Identifying Number of Assignee:)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security of Citigroup Inc. and does hereby irrevocably constitute and
appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this
assignment must correspond with the name
as it appears upon the first page of the
within Security in every particular,
without alteration or enlargement or any
change whatever, and be guaranteed.
