AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITIGROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1568099
(STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
-------------
399 Park Avenue
New York, NY 10043
(212) 559-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------
Stephanie B. Mudick
Deputy General Counsel
Citigroup Inc.
399 Park Avenue
New York, NY 10043
(212) 559-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
COPIES TO:
Gregory A. Fernicola, Esq. Eric J. Friedman, Esq.
Skadden, Arps, Slate, Meagher Skadden, Arps, Slate, Meagher
& Flom LLP & Flom LLP
Four Times Square Four Times Square
New York, New York 10036-6522 New York, New York 10036-6522
(212) 735-3000 (212) 735-3000
Approximate date of commencement of proposed sale of the securities to
the public: From time to time on or after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Amount of Registration
Securities to be Registered Aggregate Offering Price Fee (1)
------------------------------ ----------------------- -----------------------
Common Stock of Citigroup Inc $140,000,000 $36,960
------------------------------ ----------------------- -----------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
-------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED OCTOBER 23, 2000
RESALE PROSPECTUS
CITIGROUP INC.
______ SHARES OF COMMON STOCK
--------------
WHO IS OFFERING THE COMMON STOCK AND RECEIVING PROCEEDS FROM ANY SALES. The
shares of common stock described in this prospectus are being offered for
sale from time to time by some of our current stockholders who acquired the
shares in connection with our acquisition of Geneva Group, Inc. The selling
stockholders will receive all of the proceeds from any sales. We will not
receive any of the proceeds.
HOW SALES WILL BE MADE; PRICE OF SHARES. The selling stockholders may sell
the shares of common stock at various times and in various types of
transactions, including sales in the open market, sales in negotiated
transactions and sales by a combination of these methods. Shares may be
sold at the market price of the common stock at the time of a sale, at
prices relating to the market price over a period of time, or at prices
negotiated with the buyers of shares.
FEES AND EXPENSES. The selling stockholders will pay all brokerage fees and
commissions and similar sale-related expenses and all fees and expenses of
counsel to those stockholders. Citigroup is paying all other costs, fees
and expenses relating to the registration of the shares with the Securities
and Exchange Commission and the sale of those shares.
Our common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "C". On __________, 2000 the last reported sale
price for our common stock on the New York Stock Exchange was $ ___ per
share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------
The date of this prospectus is , 2000
TABLE OF CONTENTS
CITIGROUP INC.................................................................1
USE OF PROCEEDS...............................................................1
SELLING STOCKHOLDERS..........................................................2
PLAN OF DISTRIBUTION..........................................................3
LEGAL MATTERS.................................................................4
EXPERTS.......................................................................4
WHERE YOU CAN FIND MORE INFORMATION...........................................5
CITIGROUP INC.
Citigroup is a diversified holding company whose businesses provide a
broad range of financial services to consumer and corporate customers in
103 countries and territories. Citigroup's activities are conducted through
Global Consumer, Global Corporate and Investment Bank, Global Investment
Management and Private Banking, and Investment Activities.
On October 8, 1998, Citigroup changed its name from Travelers Group
Inc. to Citigroup Inc. in connection with the merger of Citicorp into a
subsidiary of Citigroup.
On September 6, 2000, Citigroup Inc. and Associates First Capital
Corporation ("Associates") announced that they had entered into an
agreement pursuant to which Associates will merge with a subsidiary of
Citigroup. Pursuant to the agreement, Associates common stockholders will
receive .7334 of a share of Citigroup's common stock for each share of
Associates common stock that they own. The transaction is expected to be
completed prior to the end of 2000. The merger is expected to be a tax-free
exchange and accounted for on a "pooling of interests" basis.
Under longstanding policy of The Board of Governors of the Federal
Reserve System, a bank holding company is expected to act as a source of
financial strength for its subsidiary banks and to commit resources to
support such banks. As a result of that policy, Citigroup may be required
to commit resources to its subsidiary banks.
The principal office of Citigroup is located at 399 Park Avenue, New
York, NY 10043, and its telephone number is (212) 559-1000.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will be
sold by the selling stockholders and Citigroup will not receive any of the
proceeds from such sales.
SELLING STOCKHOLDERS
The selling stockholders acquired the shares of common stock offered
by this prospectus from Citigroup in connection with the acquisition of
Geneva Group, Inc. by Citigroup.
Our registration of these shares does not necessarily mean that the
selling stockholders will sell all of the shares. The Geneva Group, Inc.
Employee Stock Ownership Trust, one of the selling stockholders, has
informed us that it intends to sell approximately ____ shares promptly
following the effectiveness of the Registration Statement.
The following table provides information regarding the beneficial
ownership of our common stock by the selling stockholders, as of _______,
2000.
The information provided in the table below with respect to the
selling stockholders has been obtained from the selling stockholders. None
of the selling stockholders have, nor within the past three years have had,
any position, office or other material relationship with Citigroup.
NUMBER OF SHARES OWNED NUMBER OF SHARES
NAME OF SELLING STOCKHOLDERS PRIOR TO THE OFFERING BEING OFFERED *
---------------------------------- --------------------- -----------------
Promontory Partners, L.P........
The Troob Family Foundation.....
Geneva Group, Inc. Employee
Stock Ownership Trust...........
Loeb Holding Corporation........
Dr. Robert L. Kuhn..............
The Kuhn Family Foundation......
David H. Troob..................
Douglas M. Troob................
William Baker...................
Baker & Associates Defined
Benefit Pension Plan............
------------------
* In each case, represents less than 1% of our outstanding common stock.
PLAN OF DISTRIBUTION
The shares of common stock may be offered from time to time by the
selling stockholders or their donees, pledgees, transferees or other
successors in interest for resale by this prospectus in one or more
transactions at fixed prices, at market prices at the same time of sale, at
varying prices determined at the time of sale or at negotiated prices. The
selling stockholders may offer their shares of common stock in one or more
of the following transactions:
o to or through dealers or agents, which may include any
broker-dealer subsidiary of Citigroup, including Salomon Smith
Barney Inc.;
o directly by the selling stockholders;
o through agents;
o in brokerage transactions;
o on any national securities exchange or quotation service on which
the common stock may be listed or quoted at the time of sale,
including the New York Stock Exchange and the Pacific Exchange;
o in the over-the-counter markets;
o in private transactions;
o for settlement of short sales, or through long sales, options or
transactions involving cross or block trades;
o by pledge to secure debts and other obligations; or
o a combination of any of the above transactions or by any other
legally available means.
In accordance with the terms of a Registration Rights Agreement by and
among Citigroup Inc. and the Stockholders (as defined therein), dated
_______, 2000, we have agreed to indemnify the selling stockholders against
certain liabilities under the Securities Act or contribute to payments
which the selling stockholders may be required to make in that respect.
LEGAL MATTERS
The validity of the shares of common stock offered pursuant to this
prospectus will be passed upon by John R. Dye, Associate General Counsel -
Corporate Law.
EXPERTS
The consolidated financial statements of Citigroup Inc. as of December
31, 1999 and 1998, and for each of the years in the three-year period ended
December 31, 1999, have been audited by KPMG LLP, independent certified
public accountants, as set forth in their report on the consolidated
financial statements. The consolidated financial statements are included in
Citigroup's annual report on Form 10-K, as amended, for the year ended
December 31, 1999, and incorporated by reference in this prospectus. The
report of KPMG LLP also is incorporated by reference in this prospectus.
The report of KPMG LLP covering the December 31, 1999 consolidated
financial statements refers to changes, in 1999, in Citigroup's methods of
accounting for insurance-related assessments, accounting for insurance and
reinsurance contracts that do not transfer insurance risk, and accounting
for the costs of start-up activities. The consolidated financial statements
of Citigroup referred to above are incorporated by reference in this
prospectus in reliance upon such report and upon the authority of said firm
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, as amended, Citigroup filed
a registration statement (No. 333- ) relating to the securities offered by
this prospectus with the Securities and Exchange Commission. This
prospectus is included as a part of that registration statement, which also
includes additional information.
Citigroup files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
document Citigroup files at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. You can also request copies
of the documents, upon payment of a duplicating fee, by writing the Public
Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. These SEC filings are
also available to the public from the SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information
it files with the SEC, which means that it can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information that Citigroup files later with the SEC will automatically
update information in this prospectus. In all cases, you should rely on the
later information over the comparable but earlier dated information
included in this prospectus or the prospectus supplement. Citigroup
incorporates by reference the documents listed below and any future public
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended:
(a) Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000;
(c) Current Reports on Form 8-K dated January 18, 2000, February 16,
2000, February 28, 2000, April 17, 2000, June 19, 2000, July 11,
2000, July 19, 2000, July 21, 2000, September 5, 2000 and October
17, 2000; and
(d) Registration Statement on Form 8-B, dated May 10, 1988, describing
our common stock, including any amendments or reports filed for
the purpose of updating such description.
All documents Citigroup files publicly pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and before the completion of the offering of the securities described in
this prospectus shall be incorporated by reference in this prospectus from
the date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address:
Citigroup Document Services
140 58th Street, Suite 5I
Brooklyn, NY 11220
(877) 936-2737 (toll free)
(718) 765-6460 (outside the U.S.)
You should rely only on the information provided in this prospectus,
as well as the information incorporated by reference. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any document incorporated
by reference is accurate as of any date other than the date on the front of
the applicable document. No offer of these securities is being made in any
state where the offer is not permitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the
Registrant in connection with the Securities being registered hereby. All
of the fees set forth below are estimates except for the Commission
Registration fee.
Commission Registration Fee............................. $ 36,960
Accounting Fees......................................... 10,000
Printing and Engraving Fees............................. 1,000
Legal Fees and Expenses................................. 10,000
Stock Exchange Listing Fees............................. 0
Miscellaneous........................................... 1,130
---------------
Total......................................... $ 59,090
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware, or 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 he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best interest
of the corporation, and with respect to any criminal action or proceeding,
had reasonable cause to believe that 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 he acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation,
and 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.
Subsection (d) of Section 145 of the DGCL provides that any
indemnification under subsections (a) and (b) of Section 145 (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the present
or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct
set forth in subsections (a) and (b) of Section 145. Such determination
shall be made, with respect to a person who is a director or officer at the
time of such determination, (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by the majority
vote of such directors, even though less than a quorum or (3) if there are
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
Section 145 of the DGCL further provides that to the extent a present
or former director or officer of a corporation has been successful on the
merits or otherwise in the 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 and that such expenses may be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in Section 145 of the DGCL; that any indemnification and
advancement of expenses provided by, or granted pursuant to Section 145
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; that indemnification provided by, or granted
pursuant to Section 145 shall, unless otherwise provided when authorized
and ratified, continue as to a 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 any person who 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 any liability asserted against such person and incurred
by such person in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section Four of Article IV of
Citigroup's By-Laws provides that Citigroup shall indemnify its directors
and officers to the fullest extent permitted by the DGCL.
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 Citigroup's Restated
Certificate of Incorporation limits the liability of directors to the
fullest extent permitted by Section 102(b)(7).
The directors and officers of Citigroup are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
Citigroup. Any agents, dealers or underwriters who execute any underwriting
or distribution agreement relating to securities offered pursuant to this
Registration Statement will agree to indemnify Citigroup's directors and
their officers who signed the Registration Statement against certain
liabilities that may arise under the Securities Act with respect to
information furnished to Citigroup by or on behalf of such indemnifying
party.
For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.01 Opinion of John R. Dye, Esq.
23.01 Consent of KPMG LLP, independent public accountants.
23.02 Consent of John R. Dye, Esq. (Included in Exhibit 5.01).
24.01 Powers of Attorney of certain Directors.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(A)(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, as amended;
(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 this 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 this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in clauses
(A)(1)(i) and (A)(1)(ii) above do not apply if 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
Exchange Act of 1934, as amended, that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(C) Insofar as indemnification for liabilities arising under the
Securities Act 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.
(D)(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act, shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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-3 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 October 23, 2000.
CITIGROUP INC.
By: /s/ Todd S. Thomson
-------------------------------------
Name: Todd S. Thomson
Title: 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 October 23, 2000.
SIGNATURES
/s/ Sanford I. Weill Chairman of the Board, Chief Executive Officer
----------------------
Sanford I. Weill (Principal Executive Officer) and Director
/s/ Todd S. Thomson Chief Financial Officer
---------------------
Todd S. Thomson (Principal Financial Officer)
/s/ Irwin Ettinger Chief Accounting Officer
--------------------
Irwin Ettinger (Principal Accounting Officer)
/s/ Roger W. Trupin Controller (Principal Accounting Officer)
---------------------
Roger W. Trupin
* Director
--------------------
C. Michael Armstrong
* 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
* Director
--------------------
Robert E. Rubin
* Director
--------------------
Franklin A. Thomas
* Director
--------------------
Arthur Zankel
*By: /s/ Stephanie B. Mudick
-----------------------
Stephanie B. Mudick
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.01 Opinion of John R. Dye, Esq.
23.01 Consent of KPMG LLP, independent public accountants.
23.02 Consent of John R. Dye, Esq. (Included in Exhibit 5.01).
24.01 Powers of Attorney of certain Directors.
