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Registration No. --------
U.S. 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
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
ASSOCIATES SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
STEPHANIE B. MUDICK
DEPUTY GENERAL COUNSEL
CITIGROUP INC.
399 PARK AVENUE
NEW YORK, NEW YORK 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>
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Agregate Offering Registration
To Be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share(1) 1,750,000 shs.(2) $47.781(3) $83,616,750(3) $22,074.82(3)
--------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The securities registered hereby will be issued under the Associates
Savings and Profit Sharing Plan (the "Plan") for employer contributions and
participant contributions directed to the Citigroup common stock fund under
the Plan. The Citigroup common stock fund replaces an Associates common stock
fund as an investment alternative under the Plan effective upon the merger
of a wholly-owned subsidiary of the Registrant with Associates First Capital
Corporation, pursuant to which all outstanding shares of Associates common
stock will be converted to shares of Citigroup common stock.
(3) 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 of the high and low sale price of the Common Stock, as reported on
the New York Stock Exchange on November 24, 2000.
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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 latest annual report filed by Citigroup Inc. (the "Registrant"),
and the latest annual report filed by the Associates Savings and Profit
Sharing Plan (the "Plan"), pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's 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 Sections
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.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("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 corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
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Subsection (b) of DGCL Section 145 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 the 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 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; 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 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 a director or officer of the
corporation against any liability asserted against him and incurred by such
person in any such capacity, or arising out of such person status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145. Section 4 of Article IV of the Registrant's
By-Laws provides that the Company 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 Securities Act of 1933, as amended. In certain
employment agreements, the Registrant or its subsidiaries have also agreed to
indemnify certain officers against loss from claims made against such officers
in connection with the performance of their duties under their employment
agreements. Such indemnification is generally to the same extent as provided in
the Registrant's By-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).
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index attached hereto.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make or has made all changes required by the IRS in order
to qualify the Plan.
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 a
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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; and
(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 Section 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.
(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.
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SIGNATURES
The Registrant. 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 30, 2000.
CITIGROUP Inc.
(Registrant)
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 by the following
persons in the capacities indicated on November 30, 2000.
Signatures Title
---------- -----
/s/ Sanford I. Weill
----------------------------- Chairman, 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
Roger W. Trupin (Principal Accounting Officer)
*
----------------------------- Director
C. Michael Armstrong
*
----------------------------- Director
Alain J.P. Belda
*
----------------------------- Director
Kenneth J. Bialkin
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Signatures Title
---------- -----
*
----------------------------- Director
Kenneth T. Derr
*
----------------------------- Director
John M. Deutch
*
----------------------------- Director
Ann Dibble Jordan
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Signatures Title
---------- -----
*
----------------------------- 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
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, this November 30, 2000.
Associates First Capital
Corporation Savings and
Profit Sharing Plan
(Plan)
By: /s/ Michael D'Ambrose
-----------------------------------
Michael D'Ambrose
Senior Human Resources Officer,
Citigroup Inc.,
the Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney of certain directors of the Registrant
