<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
CITIGROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1568099
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
--------
399 Park Avenue 10043
New York, NY (Zip Code)
(Address of Principal Executive Offices)
Citigroup 1999 Stock Incentive Plan
Citicorp 1988 Stock Incentive Plan
Citicorp 1997 Stock Incentive Plan
Citicorp Directors' Deferred Compensation Plan
Citigroup Compensation Plan for Non-Employee Directors
Citicorp Executive Incentive Compensation Plan
Citigroup 2000 Stock Purchase Plan
Travelers Group Capital Accumulation Plan
Travelers Group Capital Accumulation Plan for PFS Representatives
Smith Barney Asset Gathering Bonus Plan
Smith Barney Restricted Stock Bonus Plan for FC Trainees
Smith Barney Branch Manager Asset Deferred Bonus Plan
(Full Title of the Plan)
Stephanie B. Mudick
Deputy General Counsel
Citigroup Inc.
399 Park Avenue
New York, NY 10043
(Name and Address of Agent For Service)
(212) 559-1000
(Telephone Number, Including Area
Code, of Agent For Service)
---------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
---------------------------- ---------------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 120,000,000 shares $49.406(1) $5,928,720,000(1) 1,565,182.08
---------------------------- ---------------------- ---------------------- ------------------------ --------------------
</TABLE>
<PAGE> 2
(1) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average high and low sale price of the Common Stock as reported
in the consolidated reporting system on October 26, 2000.
<PAGE> 3
EXPLANATORY NOTE
Citigroup Inc., ("Citigroup"), hereby files this Registration Statement on
Form S-8 relating to 120,000,000 shares of common stock, $.01 par value per
share, of Citigroup ("Common Stock") issuable pursuant to the provisions of the
Citigroup 1999 Stock Incentive Plan, the Citicorp 1988 Stock Incentive Plan, the
Citicorp 1997 Stock Incentive Plan, the Citicorp Directors' Deferred
Compensation Plan, the Citigroup Compensation Plan for Non-Employee Directors,
the Citicorp Executive Incentive Compensation Plan, the Citigroup 2000 Stock
Purchase Plan, the Travelers Group Capital Accumulation Plan, the Travelers
Group Capital Accumulation Plan for PFS Representatives, the Smith Barney Asset
Gathering Bonus Plan, the Smith Barney Restricted Stock Bonus Plan for FC
Trainees and the Smith Barney Branch Manager Asset Deferred Bonus Plan.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K, as amended, filed by Citigroup Inc.
(the "Registrant") for the fiscal year ended December 31, 1999.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act on Form 8-B,
dated May 10, 1998, as updated by the description of the Registrant's Common
Stock contained in the Company's Registration Statement on Form S-4 dated June
11, 1998 (File No. 333-56589), and any amendment or report filed for the
purpose of further updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE> 5
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the
<PAGE> 6
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to such person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145. Section Four of Article IV
of the Registrant's By-Laws provides that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.
The Registrant also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to
certain exceptions, liabilities under the federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit. Article TENTH of the Registrant's Restated
Certificate of Incorporation limits the liability of directors to the fullest
extent permitted by Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE> 7
Item 8. Exhibits.
See Exhibit Index attached hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement,
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 1, 2000.
CITIGROUP INC.
(Registrant)
By /s/ Todd S. Thompson
---------------------
Todd S. Thompson
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on November 1, 2000.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
Chairman of the Board, Chief
/s/ Sanford I. Weill Executive Officer (Principal
---------------------- Executive Officer) and Director
Sanford I. Weill
/s/ Todd S. Thompson Chief Financial Officer
---------------------- (Principal Financial Officer)
Todd S. Thompson
/s/ Irwin Ettinger Chief Accounting Officer
---------------------- (Principal Accounting Officer)
Irwin Ettinger
/s/ Roger W. Trupin
---------------------- Controller
Roger W. Trupin (Principal Accounting Officer)
*
---------------------- Director
C. Michael Armstrong
</TABLE>
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<TABLE>
<S> <C>
*
---------------------- Director
Alain J. P. Belda
*
---------------------- Director
Kenneth J. Bialkin
*
---------------------- Director
Kenneth T. Derr
*
---------------------- Director
John M. Deutch
*
---------------------- Director
Ann Dibble Jordan
*
---------------------- Director
Robert I. Lipp
*
---------------------- Director
Reuben Mark
*
---------------------- Director
Michael T. Masin
*
---------------------- Director
Dudley C. Mecum
*
---------------------- Director
Richard D. Parsons
*
---------------------- Director
Andrall E. Pearson
</TABLE>
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<TABLE>
<S> <C>
*
---------------------- Director
Robert E. Rubin
*
---------------------- Director
Franklin A. Thomas
*
---------------------- Director
Arthur Zankel
*By: /s/ Stephanie B. Mudick
-------------------------
Stephanie B. Mudick, as
Attorney in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C>
5 Opinion of Stephanie B. Mudick,
with respect to the legality of the securities
being registered
23.1 Consent of Stephanie B. Mudick
(included in the opinion filed as Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney of the directors of the Registrant.
</TABLE>
