CITIGROUP INC
8-K, 2000-02-28
NATIONAL COMMERCIAL BANKS
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                       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


                               FEBRUARY 28, 2000
              ---------------------------------------------------
                Date of Report (Date of earliest event reported)


                                 CITIGROUP INC.
              ---------------------------------------------------
               (Exact name of registrant as specified in charter)


      DELAWARE                      1-9924                   52-1568099
   ---------------             -----------------         ------------------
   (State or other          (Commission File Number)       (IRS Employer
   jurisdiction of                                         Identification
   incorporation)                                              Number)


  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 5.           Other Events.

On February 28, 2000, Citigroup Inc. issued a press release announcing the
retirement of John S. Reed, Chairman and Co-Chief Executive Officer. A copy of
the press release is attached hereto as Exhibit 99.01 and incorporated herein by
reference.



Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (a)       Not applicable.

         (b)       Not applicable.

         (c)       Exhibits


                  Exhibit No.       Description
                  -----------       ------------------

                    99.01           Press Release of Citigroup Inc.
                                    dated February 28, 2000



                                       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: February 28, 2000


                                       CITIGROUP INC.


                                       By: /s/ Stephanie B. Mudick
                                          --------------------------
                                      Name:    Stephanie B. Mudick
                                      Title:   Assistant Secretary



                                       3




                                                                   Exhibit 99.01

                                                                CITIGROUP [LOGO]


For immediate release
Citigroup Inc. (NYSE symbol: C)
February 28, 2000


               Citigroup Announces the Retirement of John S. Reed
                         Chairman and Co-Chief Executive

New York -- Citigroup announced today that John S. Reed, Chairman and Co-Chief
Executive Officer, has informed the Board of Directors of his decision to retire
from his positions effective at the company's annual meeting of shareholders on
April 18th, 2000.

"My 35 years at Citigroup and Citicorp have been both exciting and rewarding. I
have been very proud to play a part in the tremendous transformation that has
taken place in our industry and our company, from globalization and the advent
of electronic banking, to the creation of Citigroup, a new breed of financial
services firm."

"From the moment we announced the merger, I committed myself to seeing through
our transition from two companies into one. With the progress we have made -
highlighted by the strong financial performance we achieved in our first full
year as a combined company - I feel that I can now move on. My decision was a
deliberate one that I have discussed fully with the Board, and I leave the
company knowing we have put into place a truly outstanding management team and a
sound strategy that will serve as the foundation for our future growth."

Mr. Weill will become the Chairman and sole Chief Executive Officer of the
company, effective at this year's annual meeting. Further, Mr. Weill has advised
the Board of Directors that, in light of his own plans for retirement, he
intends to work with a committee of the Board on a plan of succession with the
objective of coming up with a successor within two years.

"John is a visionary leader who saw Citicorp through some of its most stressful
and challenging years and finally fulfilled his goal of creating a premier
global financial services company in joining me in the creation of Citigroup,"
said Mr. Weill. "We have created great shareholder value since the merger, and
my focus will be to continue to execute the Citigroup strategy to achieve even
higher levels of performance for our clients, employees and shareholders. I
respect John's decision and wish him great happiness and success in the years
ahead."




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