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EXHIBIT 1.01
TERMS AGREEMENT
October 3, 2000
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 $3,000,000,000 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 99.092% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
October 11, 2000, 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:
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Title: .................................... 7.250% Subordinated Notes due 2010
Maturity: ................................. October 1, 2010
Interest Rate: ............................ 7.250 % per annum
Interest Payment Dates: ................... April 1 and October 1, commencing April
1, 2001
Initial Price to Public: .................. 99.542% 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
October 3, 2000, to the Prospectus, dated
June 19, 2000.
Record Date: .............................. The March 15 or September 15 preceding
each Interest Payment Date
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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"), the Euroclear
System and Clearstream Banking, societe anonyme, or their respective nominees,
as described in the Prospectus Supplement relating to the Securities. Beneficial
interests in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by such entities and their respective
participants. Owners of beneficial interests in the 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. All provisions of
Article Eleven 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 and Travelers Group Inc.
shall refer to Citigroup Inc.;
(b) In the thirteenth line of the first paragraph, delete "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 (such trustee or such other trustee as may be named for the
Securities, being hereinafter referred to as the "Trustee"), as amended by
the First Supplemental Indenture dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc., a Delaware corporation ("Holdings") and
the Trustee, the Second Supplemental Indenture dated as of January 31, 1991
between Holdings and the Trustee, and the Third Supplemental Indenture dated
as of December 9, 1992 among the "Company, Holdings and the Trustee" and
insert in lieu thereof "July 17, 1998, between Travelers Group Inc., a
Delaware corporation, and Bank One Trust Company, N.A. (formerly, The First
National Bank of Chicago), as trustee (such trustee or such other trustee as
may be named for the Securities, being hereinafter referred to as the
"Trustee"), as amended by the First Supplemental Indenture dated as of
December 15, 1998 between Citigroup Inc. and the Trustee, and the Second
Supplemental Indenture dated as of January 21, 1999 between Citigroup Inc.
and the Trustee";
(c) In the second line of Section 2(a), delete "(33-55542), including a
prospectus" and insert in lieu thereof "(333-37992), including a prospectus
(which prospectus also relates to $50,000,000 aggregate principal amount of
securities of the Company previously registered on a registration statement
on Form S-3 (333-68949) (the "Predecessor Registration Statement") 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;
(d) 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";
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(e) In the fourteenth line of the third paragraph of Section 3, delete
the word "definitive" and insert in lieu thereof "global";
(f) 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 Statement, only at its effective date)";
(g) 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 Statement, only at its
effective date)"; and
(h) In the sixth line of Section 10, delete "65 East 55th Street, New
York, New York 10022," and insert in lieu thereof "399 Park Avenue, New
York, New York 10043."
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
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
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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 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 Underwriters shall have received an opinion of
Skadden, Arps, Slate, Meagher and Flom LLP, 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" does not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership and disposition or the
Securities to holders 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 holders of Securities under current law.
John R. Dye, Esq., Associate General Counsel 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 Underwriters.
Please accept this offer no later than 9:00 o'clock p.m. Eastern Standard
Time on October 3, 2000 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:
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"We hereby accept your offer, set forth in the Terms Agreement, dated October 3,
2000, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BANQUE BRUXELLES LAMBERT SA
BARCLAYS BANK PLC
BEAR, STEARNS & CO. INC.
BLAYLOCK & PARTNERS, L.P.
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC
GOLDMAN, SACHS & CO.
ORMES CAPITAL MARKETS, INC
ROYAL BANK OF SCOTLAND, FINANCIAL
MARKETS
UBS WARBURG LLC
THE WILLIAMS CAPITAL GROUP, L.P.
By: SALOMON SMITH BARNEY INC.
By: /s/ Charles R. Fendig
---------------------------------
Name: Charles R. Fendig
Title: Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Firoz B. Tarapore
------------------------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
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ANNEX A
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NAME OF UNDERWRITER PRINCIPAL AMOUNT OF 2010 NOTES
------------------- ------------------------------
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Salomon Smith Barney Inc. $2,580,000,000
ABN AMRO Incorporated 30,000,000
Banc of America Securities LLC 30,000,000
Banc One Capital Markets, Inc. 30,000,000
Banque Bruxelles Lambert SA 30,000,000
Barclays Bank PLC 30,000,000
Bear, Stearns & Co. Inc. 30,000,000
Blaylock & Partners, L.P. 30,000,000
Chase Securities Inc. 30,000,000
First Union Securities, Inc 30,000,000
Goldman, Sachs & Co. 30,000,000
Ormes Capital Markets, Inc 30,000,000
Royal Bank of Scotland, Financial Markets 30,000,000
UBS Warburg LLC 30,000,000
The Williams Capital Group, L.P. 30,000,000
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TOTAL $3,000,000,000
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