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) March 26, 1999
-------------------------------
Citigroup Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
-------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
153 East 53rd Street, New York, New York 10043
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 559-1000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
CITIGROUP INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated March 26, 1999, among the Company and
Salomon Smith Barney Inc., ABN AMRO Incorporated, Bear,
Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery
Securities LLC, as Underwriters, relating to the offer and
sale of the Company's 6.20% Notes due March 15, 2009.
1.02 Terms Agreement, dated March 26, 1999, among the Company and
Salomon Smith Barney Inc., ABN AMRO Incorporated, Barclays
Bank PLC, BBV Securities, Inc., Chase Securities Inc.,
Commerzbank Aktiengesellschaft, Credit Suisse First Boston
Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation, First Chicago Capital Markets, Inc., First Union
Capital Markets Corp., Lehman Brothers Inc., Rabobank
International and Societe Generale, as Underwriters, relating
to the offer and sale of the Company's 5.80% Notes due March
15, 2004.
4.01 Form of Note for the Company's 6.20% Notes due March 15, 2009.
4.02 Form of Note for the Company's 5.80% Notes due March 15, 2004.
2
<PAGE>
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: March 30, 1999 CITIGROUP INC.
By /s/ Firoz B. Tarapore
----------------------------
Firoz B. Tarapore
Deputy Treasurer
3
TERMS AGREEMENT
March 26, 1999
Citigroup Inc.
153 East 53rd Street
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 $750,000,000 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 underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.248% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at
1301 Avenue of the Americas, New York, New York 10019.
The Securities shall have the following terms:
Title: ............................. 6.20% Notes due 2009
Maturity: .......................... March 15, 2009
Interest Rate: ..................... 6.20%
Interest Payment Dates: ............ March 15 and September 15, commencing
September 15, 1999
Initial Price to Public: ........... 99.698% 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, except upon the
occurrence of certain events involving
United States taxation, as set forth in the
Prospectus Supplement dated March 26, 1999
to the Prospectus dated March 8, 1999.
Record Date: ....................... The March 1 or September 1 preceding each
Interest Payment Date
<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
(including, without limitation, Cedelbank and Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System). 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 "(333-68949), including a prospectus (which prospectus
also relates to $1,550,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-51201) and $300,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-42575) (the "Predecessor Registration Statements") and in each case not
issued)" and any reference in the Basic Provisions to the "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"; (d) In the fourteenth line of the third paragraph of Section
3, delete the word "definitive" and insert in lieu thereof "global"; (e) In the
ninth line of Section 6(a), delete "such registration statement when it became
effective, or in the Registration Statement," and insert in lieu thereof "the
Registration Statement (except that in the case of the Predecessor Registration
Statements, only at their respective effective dates),"; and (f) In the eighth
line of Section 6(b), delete "in any part of such registration statement when it
became effective, or in the Registration Statement," and insert in lieu thereof
"the Registration Statement (except that in the case of the Predecessor
Registration Statements, only at their respective effective dates),".
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
The Underwriters hereby agree in connection with the underwriting of
the
2
<PAGE>
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.
Each Underwriter further agrees and hereby represents that
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date, will not offer or sell any
Securities to persons in the United Kingdom, except to those persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986, with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United
Kingdom;
(c) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Securities to a person who is of a kind described in Article
11 (3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom the document
may otherwise lawfully be issued or passed on;
(d) it will not offer or sell any Securities directly or indirectly
in Japan or to, or for the benefit of any Japanese person or to others,
for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person except under circumstances which will result in compliance
with all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the relevant
time. For purposes of this paragraph, "Japanese person" means any person
resident in Japan, including any corporation or other entity organized
under the laws of Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of
the Securities and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in public offering (offentliche Anbieten) in the
Federal Republic of Germany with respect to any Securities otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all the other applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or sold and will not offer or sell, directly or indirectly, any
Securities to the public in
3
<PAGE>
the Republic of France, and that it has not distributed and will not
distribute or cause to be distributed to the public in the Republic of
France the Prospectus Supplement, the Prospectus or any other offering
material relating to the Securities; and
(g) it and each of its affiliates has not offered or sold, and it
will not offer or sell, the Securities by means of any document to persons
in Hong Kong other than persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong).
In addition to the legal opinions required by Sections 5(c) and 5(d)
of the Basic Provisions, the Underwriter shall have received an opinion of
special tax counsel to the Company, dated the Closing Date, to the effect that
although the discussion set forth in the Prospectus Supplement under the heading
"United States Federal Income Tax Considerations for Non-United States Holders"
does not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition or the Securities to a
non-United States holder of Securities, such discussion constitutes, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership and disposition of the
Securities to non-United Statesholders of Securities under current law.
Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the
Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP
is special tax 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 March 26, 1999, 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 the following form:
4
<PAGE>
"We hereby accept your offer, set forth in the Terms Agreement,
dated March 26, 1999, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
NATIONSBANC MONTGOMERY
SECURITIES LLC
By: SALOMON SMITH BARNEY INC.
By: /s/ Donna Castagna
---------------------------
Name: Donna Castagna
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Firoz B. Tarapore
-------------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
5
<PAGE>
ANNEX A
Name of Underwriter Principal Amount of 2009 Notes
- ------------------- ------------------------------
Salomon Smith Barney Inc. $650,000,000
ABN AMRO Incorporated $20,000,000
Bear, Stearns & Co. Inc. $20,000,000
Goldman, Sachs & Co. $20,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $20,000,000
NationsBanc Montgomery Securities LLC $20,000,000
-----------
Total $750,000,000
============
6
TERMS AGREEMENT
March 26, 1999
Citigroup Inc.
153 East 53rd Street
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 $750,000,000 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 underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.393% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at
1301 Avenue of the Americas, New York, New York 10019.
The Securities shall have the following terms:
Title: ............................. 5.80% Notes due 2004
Maturity: .......................... March 15, 2004
Interest Rate: ..................... 5.80%
Interest Payment Dates: ............ March 15 and September 15, commencing
September 15, 1999
Initial Price to Public: ........... 99.743% 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, except upon the
occurrence of certain events involving
United States taxation, as set forth in
the Prospectus Supplement dated March 26,
1999 to the Prospectus dated March 8,
1999.
Record Date: ....................... The March 1 or September 1 preceding each
Interest Payment Date
<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
(including, without limitation, Cedelbank and Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System). 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 "(333-68949), including a prospectus (which prospectus
also relates to $1,550,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-51201) and $300,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-42575) (the "Predecessor Registration Statements") and in each case not
issued)" and any reference in the Basic Provisions to the "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"; (d) In the fourteenth line of the third paragraph of Section
3, delete the word "definitive" and insert in lieu thereof "global"; (e) In the
ninth line of Section 6(a), delete "such registration statement when it became
effective, or in the Registration Statement," and insert in lieu thereof "the
Registration Statement (except that in the case of the Predecessor Registration
Statements, only at their respective effective dates),"; and (f) In the eighth
line of Section 6(b), delete "in any part of such registration statement when it
became effective, or in the Registration Statement," and insert in lieu thereof
"the Registration Statement (except that in the case of the Predecessor
Registration Statements, only at their respective effective dates),".
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
2
<PAGE>
The Underwriters hereby agree 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.
Each Underwriter further agrees and hereby represents that
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date, will not offer or sell any
Securities to persons in the United Kingdom, except to those persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986, with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United
Kingdom;
(c) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Securities to a person who is of a kind described in Article
11 (3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom the document
may otherwise lawfully be issued or passed on;
(d) it will not offer or sell any Securities directly or indirectly
in Japan or to, or for the benefit of any Japanese person or to others,
for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person except under circumstances which will result in compliance
with all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the relevant
time. For purposes of this paragraph, "Japanese person" means any person
resident in Japan, including any corporation or other entity organized
under the laws of Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of
the Securities and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in public offering (offentliche Anbieten) in the
Federal Republic of Germany with respect to any Securities otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all the other applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or
3
<PAGE>
sold and will not offer or sell, directly or indirectly, any Securities to
the public in the Republic of France, and that it has not distributed and
will not distribute or cause to be distributed to the public in the
Republic of France the Prospectus Supplement, the Prospectus or any other
offering material relating to the Securities; and
(g) it and each of its affiliates has not offered or sold, and it
will not offer or sell, the Securities by means of any document to persons
in Hong Kong other than persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong).
In addition to the legal opinions required by Sections 5(c) and 5(d)
of the Basic Provisions, the Underwriter shall have received an opinion of
special tax counsel to the Company, dated the Closing Date, to the effect that
although the discussion set forth in the Prospectus Supplement under the heading
"United States Federal Income Tax Considerations for Non-United States Holders"
does not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition or the Securities to a
non-United States holder of Securities, such discussion constitutes, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership and disposition of the
Securities to non-United Statesholders of Securities under current law.
3 Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the
Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP
is special tax 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 March 26, 1999, 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 the following form:
4
<PAGE>
"We hereby accept your offer, set forth in the Terms Agreement,
dated March 26, 1999, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BARCLAYS BANK PLC
BBV SECURITIES, INC.
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON
CORPORATION
COMMERZBANK AKTIENGESELLSCHAFT
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
FIRST CHICAGO CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
LEHMAN BROTHERS INC.
RABOBANK INTERNATIONAL
SOCIETE GENERALE
By: SALOMON SMITH BARNEY INC.
By: /s/ Donna Castagna
---------------------------------
Name: Donna Castagna
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Firoz B. Tarapore
--------------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
5
<PAGE>
ANNEX A
Name of Underwriter Principal Amount of 2004 Notes
- ------------------- ------------------------------
Salomon Smith Barney Inc. $640,000,000
Chase Securities Inc. $15,000,000
Credit Suisse First Boston Corporation $15,000,000
Donaldson, Lufkin & Jenrette Securities
Corporation $15,000,000
Lehman Brothers Inc. $15,000,000
Societe Generale $15,000,000
ABN AMRO Incorporated $5,000,000
Barclays Bank PLC $5,000,000
BBV Securities, Inc. $5,000,000
Commerzbank Aktiengesellschaft $5,000,000
First Chicago Capital Markets, Inc. $5,000,000
First Union Capital Markets Corp. $5,000,000
Rabobank International $5,000,000
----------
Total $750,000,000
============
6
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. __________
NO. R-_______ U.S. $_______________
CITIGROUP INC.
6.20% Note due March 15, 2009
CITIGROUP INC. (formerly Travelers Group Inc.), a corporation duly
organized and existing under the laws of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Specimen , or its
registered assigns, the principal sum of _______________ Dollars
($______________) on March 15, 2009, and to pay interest thereon from March 31,
1999, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 1999, at the rate of 6.20% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Record Date for such interest, which
shall be the March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. 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 Securities not less than 15 days preceding such subsequent Record
Date.
<PAGE>
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: March 31, 1999
CITIGROUP INC.
By: Specimen
------------------------
Firoz B. Tarapore
Deputy 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: March 31, 1999
The Bank of New York, as Trustee
By:
-----------------------------
Authorized Signatory
-2-
<PAGE>
CITIGROUP INC.
6.20% Notes due March 15, 2009
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 $750,000,000.
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.
-3-
<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.
-4-
<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.
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
CUSIP NO. __________
NO. R-_______ U.S.$ _____________
CITIGROUP INC.
5.80% Note due March 15, 2004
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 March 15, 2004, and to pay interest thereon from March 31,
1999, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 1999, at the rate of 5.80% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Record Date for such interest, which
shall be the March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. 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 Securities not less than 15 days preceding such subsequent Record
Date.
<PAGE>
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: March 31, 1999
CITIGROUP INC.
By: Specimen
--------------------
Firoz B. Tarapore
Deputy 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: March 31, 1999
The Bank of New York, as Trustee
By:
-------------------------------
Authorized Signatory
-2-
<PAGE>
CITIGROUP INC.
5.80% Notes due March 15, 2004
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 $750,000,000.
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.
-3-
<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.
-4-
<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.
