<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
CITIGROUP INC. DELAWARE 52-1568099
CITIGROUP CAPITAL VII DELAWARE 06-6446486
CITIGROUP CAPITAL VIII DELAWARE 06-1532080
CITIGROUP CAPITAL IX DELAWARE 06-1532083
CITIGROUP CAPITAL X DELAWARE 06-1532084
CITIGROUP CAPITAL XI DELAWARE 06-1532087
CITIGROUP CAPITAL XII DELAWARE 06-1532088
CITIGROUP CAPITAL XIII DELAWARE 06-1532089
(EXACT NAME OF
REGISTRANT AS (STATE OR OTHER JURISDICTION
SPECIFIED IN ITS OF (I.R.S. EMPLOYER
CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
</TABLE>
153 EAST 53RD STREET
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, ESQ.
DEPUTY GENERAL COUNSEL
CITIGROUP INC.
153 EAST 53RD STREET
NEW YORK, NY 10043
(212) 559-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
GREGORY A. FERNICOLA, ESQ. FREDERICK W. KANNER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DEWEY BALLANTINE LLP
FOUR TIMES SQUARE 1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-6522 NEW YORK, NEW YORK 10019
(212) 735-3000 (212) 259-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At such time (from time to time) after the effective date of this
Registration Statement as agreed upon by Citigroup Inc. and the Underwriters in
light of market conditions.
------------------------
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, 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. [X]
------------------------
(continued on the following pages)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(2)(3) REGISTRATION FEE(4)
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<S> <C> <C> <C> <C>
Debt Securities of Citigroup Inc.(5).......
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Index Warrants of Citigroup Inc.(6)........
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Preferred Stock of Citigroup Inc.(7).......
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Depositary Shares of Citigroup Inc.(8).....
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Common Stock of Citigroup Inc.(9)..........
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Capital Securities of the Trusts(10).......
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Junior Subordinated Debt Securities of
Citigroup Inc.(10).......................
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Guarantees of Capital Securities of the
Trusts and certain back-up
obligations(11)..........................
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Common Stock of Citigroup Inc. reserved for
issuance upon conversion or exchange of
Debt Securities, Preferred Stock,
Depositary Shares(12)....................
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Total(13).................................. $8,000,000,000 $8,000,000,000 $2,112,000
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</TABLE>
(1) The proposed maximum offering price per unit will be determined from time
to time by the relevant Registrant in connection with the issuance by such
Registrant of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933, as amended. The aggregate public offering price
of the Debt Securities, Index Warrants, Preferred Stock, Depositary Shares
and Junior Subordinated Debt Securities of Citigroup Inc. and the Capital
Securities of the Trusts registered hereby will not exceed $8,900,000,000
or the equivalent thereof in one or more foreign currencies, foreign
currency units or composite currencies.
(3) Exclusive of accrued interest, distributions and dividends, if any.
(4) A filing fee aggregating $250,200 was previously paid in connection with a
registration statement filed earlier relating to the registration of
$900,000,000 aggregate principal amount of securities which are being
included in this Registration Statement. The filing fee of $2,112,000
relates solely to the registration of $8,000,000,000 aggregate principal
amount of securities not previously registered.
(5) Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time
to time. Includes Debt Securities which may be purchased by underwriters to
cover over-allotments, if any.
(6) Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of Index Warrants representing rights to
receive an amount of cash or number of securities that will be determined
by reference to prices, yields, levels or other specified objective
measures or changes in an index or differences between two or more indices
as may be sold, from time to time.
(7) Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of Citigroup Inc. as from
time to time may be issued at indeterminate prices. Includes Preferred
Stock which may be purchased by underwriters to cover over-allotments, if
any.
(8) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Depositary Shares as may be issued in the event
that Citigroup Inc. elects to offer fractional interests in the Preferred
Stock registered hereby. Includes Depositary Shares which may be purchased
by underwriters to cover over-allotments, if any.
(9) Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of Citigroup Inc. as from
time to time may be issued at indeterminate prices. Includes Common Stock
which may be purchased by underwriters to cover over-allotments, if any.
(10) Subject to note (13) below, there is being registered hereunder an
indeterminate number of Capital Securities of Citigroup Capital VII,
Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X,
Citigroup Capital XI, Citigroup Capital XII, and Citigroup Capital XIII
(each a "Trust") and such indeterminate principal amount of Junior
Subordinated Debt Securities of Citigroup Inc. as may from time to time be
issued at indeterminate prices. Includes Capital Securities which may be
purchased by underwriters to cover over-allotments, if any. Junior
Subordinated Debt
<PAGE> 3
Securities may be issued and sold to any Trust, in which event such Junior
Subordinated Debt Securities may later be distributed to the holders of Capital
Securities upon a dissolution of such Trust and the distribution of the assets
thereof.
(11) Includes the rights of holders of the Capital Securities under any
Guarantees and certain back-up undertakings comprised of the obligations of
Citigroup Inc. to provide certain indemnities in respect of, and pay and be
responsible for certain costs, expenses, debts and liabilities of, each
Trust (other than with respect to the Capital Securities) and such
obligations of Citigroup Inc. as set forth in the Amended and Restated
Declaration of Trust of each Trust and the related Indenture, in each case
as further described in the Registration Statement. The Guarantees, when
taken together with Citigroup Inc.'s obligations under the Junior
Subordinated Debt Securities, the related Indenture and the Amended and
Restated Declaration of Trust, will provide a full and unconditional
guarantee on a subordinated basis by Citigroup Inc. of payments due on the
Capital Securities. No separate consideration will be received for any
Guarantees or such back-up obligations.
(12) Such indeterminate number of shares of Common Stock as may be issued upon
conversion of or in exchange for any Debt Securities, Preferred Stock or
Depositary Shares that provide for such conversion or exchange are being
registered hereby. No separate consideration will be received for the
Common Stock issuable upon such conversion or exchange.
(13) As described in note (4) above and the paragraph below, this Registration
Statement relates to the registration of $8,000,000,000 aggregate principal
amount of securities being registered hereby and an additional $900,000,000
aggregate principal amount of securities previously registered. In no event
will the aggregate offering price of all securities issued from time to
time pursuant to this Registration Statement exceed $8,900,000,000 or the
equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus and Prospectus Supplement included in this Registration Statement
also relate to the Debt Securities of Citigroup Inc. and the Capital Securities
of Citigroup Capital VII Citigroup Capital VIII, Citigroup Capital IX, Citigroup
Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup Capital
XIII, the Junior Subordinated Debt Securities of Citigroup Inc., the Guarantees
of Capital Securities of such Citigroup Capital Trusts and certain back-up
obligations, the Preferred Stock, the Depositary Shares, Index Warrants and
Common Stock previously registered under the Registration Statement on Form S-3
(No. 333-68949) of Citigroup Inc. and such Citigroup Capital Trusts, as
applicable. A filing fee of $250,200 was paid in connection with $900,000,000 of
securities that remain eligible to be sold under the Registration Statement on
Form S-3 (No. 333-68949) of Citigroup Inc. as of May 26, 2000.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 4
INTRODUCTORY NOTE
This Registration Statement contains:
- a form of base prospectus relating to debt securities, index warrants,
preferred stock, depositary shares and common stock of Citigroup Inc.;
- a form of prospectus supplement to the base prospectus relating to the
offering by Citigroup of its Medium-Term Senior Notes, Series C, and
Medium-Term Subordinated Notes, Series C, in registered form; and
- a form of capital securities prospectus relating to junior subordinated
debt securities of Citigroup and to the capital securities of Citigroup
Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup
Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup
Capital XIII. The capital securities prospectus may be used for one or
more offerings by Citigroup and the respective Citigroup trusts. To the
extent required, the information in the capital securities prospectus,
including financial information, will be updated at the time of each
offering.
<PAGE> 5
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
CITIGROUP INC. 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 MAY 26, 2000
PROSPECTUS
[CITIGROUP LOGO]
May Offer --
$8,900,000,000
Debt Securities
Index Warrants
Preferred Stock
Depositary Shares
Common Stock
Citigroup will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and the
accompanying prospectus supplement carefully before you invest.
------------------------
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
These securities are not deposits or savings accounts but are unsecured
obligations of Citigroup. These securities are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality.
------------------------
, 2000
<PAGE> 6
PROSPECTUS SUMMARY
This summary provides a brief overview of the key aspects of Citigroup and
all material terms of the offered securities which are known as of the date of
this prospectus. For a more complete understanding of the terms of the offered
securities, before making your investment decision, you should carefully read:
- this prospectus, which explains the general terms of the securities that
Citigroup may offer;
- the accompanying prospectus supplement, which (1) explains the specific
terms of the securities being offered and (2) updates and changes
information in this prospectus; and
- the documents referred to in "Where You Can Find More Information" on
page 5 for information on Citigroup, including its financial statements.
CITIGROUP INC.
Citigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers in 101 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. Citigroup's principal executive office is at 153 East 53rd Street,
New York, NY 10043, and its telephone number is (212) 559-1000.
THE SECURITIES CITIGROUP MAY OFFER
Citigroup may use this prospectus to offer up to $8,900,000,000 of:
- debt securities;
- index warrants;
- preferred stock;
- depositary shares; and
- common stock.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these offered securities.
DEBT SECURITIES
Debt securities are unsecured general obligations of Citigroup in the form
of senior or subordinated debt. Senior debt includes Citigroup's notes, debt and
guarantees and any other debt for money borrowed that is not subordinated.
Subordinated debt, so designated at the time it is issued, would not be entitled
to interest and principal payments if interest and principal payments on the
senior debt were not made.
The senior and subordinated debt will be issued under separate indentures
between Citigroup and a trustee. Below are summaries of the general features of
the debt securities from these indentures. For a more detailed description of
these features, see "Description of Debt Securities" below. You are also
encouraged to read the indentures, which are incorporated by reference in or
filed as exhibits to Citigroup's registration statement No. 333- ,
Citigroup's most recent annual report on Form 10-K, Citigroup's quarterly
reports on Form 10-Q filed after the Form 10-K and Citigroup's current reports
on Form 8-K filed after the Form 10-K. You can receive copies of these documents
by following the directions on page 5.
1
<PAGE> 7
General Indenture Provisions that Apply to Senior and Subordinated Debt
- Neither indenture limits the amount of debt that Citigroup may issue or
provides holders any protection should there be a highly leveraged
transaction involving Citigroup, although the senior debt indenture does
limit Citigroup's ability to pledge the stock of any subsidiary that
meets the financial thresholds in the indenture. These thresholds are
described below under "Description of Debt Securities."
- Each indenture allows for different types of debt securities, including
indexed securities, to be issued in series.
- The indentures allow Citigroup to merge or to consolidate with another
company, or sell all or substantially all of its assets to another
company. If any of these events occur, the other company would be
required to assume Citigroup's responsibilities for the debt. Unless the
transaction resulted in an event of default, Citigroup would be released
from all liabilities and obligations under the debt securities when the
other company assumed its responsibilities.
- The indentures provide that holders of 66 2/3% of the principal amount of
the senior debt securities and holders of a majority of the total
principal amount of the subordinated debt securities outstanding in any
series may vote to change Citigroup's obligations or your rights
concerning those securities. However, changes to the financial terms of
that security, including changes in the payment of principal or interest
on that security or the currency of payment, cannot be made unless every
holder of that security consents to the change.
- Citigroup may satisfy its obligations under the debt securities or be
released from its obligation to comply with the limitations discussed
above at any time by depositing sufficient amounts of cash or U.S.
government securities with the trustee to pay Citigroup's obligations
under the particular securities when due.
- The indentures govern the actions of the trustee with regard to the debt
securities, including when the trustee is required to give notices to
holders of the securities and when lost or stolen debt securities may be
replaced.
Events of Default
The events of default specified in the indentures include:
- failure to pay principal when due;
- failure to pay required interest for 30 days;
- failure to make a required scheduled installment payment for 30 days;
- failure to perform other covenants for 90 days after notice; and
- certain events of insolvency or bankruptcy, whether voluntary or not.
Remedies
If there were a default, the trustee or holders of 25% of the principal
amount of debt securities outstanding in a series could demand that the
principal be paid immediately. However, holders of a majority in principal
amount of the securities in that series could rescind that acceleration of the
debt securities.
INDEX WARRANTS
Citigroup may issue index warrants independently or together with debt
securities. Citigroup will issue any series of index warrants under a separate
warrant agreement between Citigroup and a bank or trust company. You are
encouraged to read the standard form of the warrant agreement, which will be
filed as an exhibit to one of Citigroup's future current reports and
incorporated by reference in its registration statement No. 333- . You can
receive copies of these documents by following the directions on page 5.
2
<PAGE> 8
Index warrants are securities that, when properly exercised by the
purchaser, entitle the purchaser to receive from Citigroup an amount in cash or
a number of securities that will be indexed to prices, yields, or other
specified measures or changes in an index or differences between two or more
indices.
The prospectus supplement for a series of index warrants will describe the
formula for determining the amount in cash or number of securities, if any, that
Citigroup will pay you when you exercise an index warrant and will contain
information about the relevant underlying assets and other specific terms of the
index warrant.
Citigroup will generally issue index warrants in book-entry form, which
means that they will not be evidenced by physical certificates. Also, Citigroup
will generally list index warrants for trading on a national securities
exchange, such as the New York Stock Exchange, the Nasdaq Stock Market's
National Market or the Chicago Board Options Exchange, Incorporated.
The warrant agreement for any series of index warrants will provide that
holders of a majority of the total principal amount of the index warrants
outstanding in any series may vote to change their rights concerning those index
warrants. However, changes to fundamental terms such as the amount or manner of
payment on an index warrant or changes to the exercise times cannot be made
unless every holder affected consents to the change.
Any prospective purchasers of index warrants should be aware of special
United States federal income tax considerations applicable to instruments such
as the index warrants. The prospectus supplement relating to each series of
index warrants will describe the important tax considerations.
PREFERRED STOCK
Citigroup may issue preferred stock with various terms to be established by
its board of directors or a committee designated by the board. Each series of
preferred stock will be more fully described in the particular prospectus
supplement that will accompany this prospectus, including redemption provisions,
rights in the event of liquidation, dissolution or winding up of Citigroup,
voting rights and conversion rights.
Generally, each series of preferred stock will rank on an equal basis with
each other series of preferred stock and will rank prior to Citigroup's common
stock. The prospectus supplement will also describe how and when dividends will
be paid on the series of preferred stock.
DEPOSITARY SHARES
Citigroup may issue depositary shares representing fractional shares of
preferred stock. Each particular series of depositary shares will be more fully
described in the prospectus supplement that will accompany this prospectus.
These depositary shares will be evidenced by depositary receipts and issued
under a deposit agreement between Citigroup and a bank or trust company. You are
encouraged to read the standard form of the deposit agreement, which is
incorporated by reference in Citigroup's registration statement No. 333- .
You can receive copies of this document by following the directions on page 5.
COMMON STOCK
Citigroup may issue common stock, par value $.01 per share. Holders of
common stock are entitled to receive dividends when declared by its board of
directors. Each holder of common stock is entitled to one vote per share. The
holders of common stock have no preemptive rights or cumulative voting rights.
3
<PAGE> 9
USE OF PROCEEDS
Citigroup will use the net proceeds it receives from any offering of these
securities for general corporate purposes, primarily to fund its operating units
and subsidiaries. Citigroup may use some of the proceeds to refinance or extend
the maturity of existing debt obligations. Citigroup may use a portion of the
proceeds from the sale of index warrants and indexed notes to hedge its exposure
to payments that it may have to make on such index warrants and indexed notes as
described below under "Use of Proceeds and Hedging."
PLAN OF DISTRIBUTION
Citigroup may sell the offered securities in any of the following ways:
- to or through underwriters or dealers;
- by itself directly;
- through agents; or
- through a combination of any of these methods of sale.
The prospectus supplement will explain the ways Citigroup sells specific
securities, including the names of any underwriters and details of the pricing
of the securities, as well as the commissions, concessions or discounts
Citigroup is granting the underwriters, dealers or agents.
If Citigroup uses underwriters in any sale, the underwriters will buy the
securities for their own account and may resell the securities from time to time
in one or more transactions, at a fixed public offering price or at varying
prices determined at the time of sale. In connection with an offering,
underwriters and selling group members and their affiliates may engage in
transactions to stabilize, maintain or otherwise affect the market price of the
securities, in accordance with applicable law.
Citigroup expects that the underwriters for any offering will include one
or more of its broker-dealer subsidiaries, including Salomon Smith Barney Inc.
These broker-dealer subsidiaries, including their successors, also expect to
offer and sell previously issued offered securities as part of their business,
and may act as a principal or agent in such transactions. Citigroup or any of
its subsidiaries may use this prospectus and the related prospectus supplements
and pricing supplements in connection with these activities.
4
<PAGE> 10
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citigroup filed a registration
statement (No. 333- ) relating to the securities offered by this prospectus
with the Securities and Exchange Commission. This prospectus is a part of that
registration statement, which 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
different information included in this prospectus or the prospectus supplement.
Citigroup incorporates by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
(c) Current Reports on Form 8-K filed on January 19, 2000, February 16,
2000, February 28, 2000 and April 18, 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 pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the securities described in this
prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop
offering securities pursuant to 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:
Treasurer
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
212-559-1000
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference.
Citigroup has not authorized anyone to provide you with different information.
Citigroup is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus, the prospectus supplement or any documents incorporated by reference
is accurate as of any date other than the date on the front of the applicable
document.
5
<PAGE> 11
CITIGROUP INC.
Citigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers in 101 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.
Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries. Citigroup's
subsidiaries that operate in the banking, insurance and securities business can
only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments and securities regulators. Citigroup's subsidiaries
may be party to credit agreements that also may restrict their ability to pay
dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends
will affect Citigroup's ability to service its own debt. Citigroup must also
maintain the required capital levels of a bank holding company before it may pay
dividends on its stock. Each of Citigroup's major operating subsidiaries
finances its operations on a stand-alone basis consistent with its
capitalization and ratings.
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 153 East 53rd Street, New
York, NY 10043, and its telephone number is (212) 559-1000.
6
<PAGE> 12
USE OF PROCEEDS AND HEDGING
General. Citigroup will use the proceeds it receives from the sale of the
offered securities for general corporate purposes, principally to:
- fund the business of its operating units;
- fund investments in, or extensions of credit or capital contributions to,
its subsidiaries; and
- lengthen the average maturity of liabilities, which means that it could
reduce its short-term liabilities or refund maturing indebtedness.
Citigroup expects to incur additional indebtedness in the future to fund
its businesses. Citigroup or an affiliate may enter into a swap agreement in
connection with the sale of the offered securities and may earn additional
income from that transaction.
Use of Proceeds Relating to Index Warrants and Indexed Notes. Citigroup or
one or more of its subsidiaries may use all or some of the proceeds received
from the sale of index warrants or indexed notes to purchase or maintain
positions in the assets that are used to determine the relevant index or
indices. Citigroup or one or more of its subsidiaries may also purchase or
maintain positions in options, futures contracts, forward contracts or swaps, or
options on such securities, or other derivative or similar instruments relating
to the relevant index or underlying assets. Citigroup may also use the proceeds
to pay the costs and expenses of hedging any currency, interest rate or other
index-related risk relating to such index warrants and indexed notes.
Citigroup expects that it or one or more of its subsidiaries will increase
or decrease their initial hedging position over time using techniques which help
evaluate the size of any hedge based upon a variety of factors affecting the
value of the underlying instrument. These factors may include the history of
price changes in that underlying instrument and the time remaining to maturity.
Citigroup may take long or short positions in the index, the underlying assets,
options, futures contracts, forward contracts, swaps, or other derivative or
similar instruments related to the index and the underlying assets. These other
hedging activities may occur from time to time before the index warrants and
indexed notes mature and will depend on market conditions and the value of the
index and the underlying assets.
In addition, Citigroup or one or more of its subsidiaries may purchase or
otherwise acquire a long or short position in index warrants and indexed notes
from time to time and may, in their sole discretion, hold, resell, exercise,
cancel or retire such offered securities. Citigroup or one or more of its
subsidiaries may also take hedging positions in other types of appropriate
financial instruments that may become available in the future.
If Citigroup or one or more of its subsidiaries has a long hedge position
in, options contracts in, or other derivative or similar instruments related to,
the underlying assets or index, Citigroup or one or more of its subsidiaries may
liquidate all or a portion of its holdings at or about the time of the maturity
of the index warrants and indexed notes. The aggregate amount and type of such
positions are likely to vary over time depending on future market conditions and
other factors. Citigroup is only able to determine profits or losses from any
such position when the position is closed out and any offsetting position or
positions are taken into account.
Citigroup has no reason to believe that its hedging activity will have a
material impact on the price of such options, swaps, futures contracts, options
on the foregoing, or other derivative or similar instruments, or on the value of
the index or the underlying assets. However, Citigroup cannot guarantee you that
its hedging activities will not affect such prices or value. Citigroup will use
the remainder of the proceeds from the sale of index warrants and indexed notes
for the general corporate purposes described above.
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<PAGE> 13
RATIO OF INCOME TO FIXED CHARGES AND
RATIO OF INCOME TO COMBINED FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
The following table shows (1) the consolidated ratio of income to fixed
charges and (2) the consolidated ratio of income to combined fixed charges
including preferred stock dividends of Citigroup for the most recently completed
fiscal quarter and each of the five most recent fiscal years.
<TABLE>
<CAPTION>
QUARTER
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
2000 1999 1998 1997 1996 1995
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of income to fixed charges (excluding
interest on deposits)...................... 2.42 2.13 1.57 1.71 1.88 1.65
Ratio of income to fixed charges (including
interest on deposits)...................... 1.83 1.64 1.33 1.43 1.51 1.39
Ratio of income to combined fixed charges
including preferred stock dividends
(excluding interest on deposits)........... 2.39 2.09 1.54 1.66 1.80 1.56
Ratio of income to combined fixed charges
including preferred stock dividends
(including interest on deposits)........... 1.82 1.62 1.32 1.41 1.48 1.35
</TABLE>
8
<PAGE> 14
EUROPEAN MONETARY UNION
The foreign currencies in which debt securities may be denominated or
payments in respect of index warrants may be due or by which amounts due on the
offered securities may be calculated could be issued by countries participating
in Stage III of the European Economic and Monetary Union.
Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Other member
states of the European Union may still become participating member states after
January 1, 1999.
Stage III includes the introduction of the Euro, which, along with the
present national currency of each participating member state, is legal tender in
the participating member states. It is currently anticipated that on and after
January 1, 2002, the national currencies of participating member states will
cease to exist and the sole legal tender in such states will be the Euro. The
European Union has adopted regulations providing specific rules for the
introduction of the Euro in substitution for the respective current national
currencies of such member states, and may adopt additional regulations or
legislation in the future relating to the Euro. It is anticipated that these
regulations or legislation will be supplemented by legislation of the individual
member states.
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<PAGE> 15
DESCRIPTION OF DEBT SECURITIES
The debt securities offered by this prospectus will be unsecured
obligations of Citigroup and will be either senior or subordinated debt. Senior
debt will be issued under a senior debt indenture. Subordinated debt will be
issued under a subordinated debt indenture. The senior debt indenture and the
subordinated debt indenture are sometimes referred to in this prospectus
individually as an "indenture" and collectively as the "indentures." Forms of
the indentures have been filed with the SEC and are incorporated by reference in
or filed as exhibits to the registration statement on Form S-3 (No. 333- )
under the Securities Act of 1933 of which this prospectus forms a part.
The following briefly summarizes the material provisions of the indentures
and the debt securities, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the more detailed provisions
of the applicable indenture, including the defined terms, for provisions that
may be important to you. You should also read the particular terms of a series
of debt securities, which will be described in more detail in the applicable
prospectus supplement. Copies of the indentures may be obtained from Citigroup
or the applicable trustee. So that you may easily locate the more detailed
provisions, the numbers in parentheses below refer to sections in the applicable
indenture or, if no indenture is specified, to sections in each of the
indentures. Wherever particular sections or defined terms of the applicable
indenture are referred to, such sections or defined terms are incorporated into
this prospectus by reference, and the statements in this prospectus are
qualified by that reference.
Unless otherwise provided in the applicable prospectus supplement, the
trustee under the senior debt indenture will be The Bank of New York, and the
trustee under the subordinated debt indenture will be Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago). Citigroup may, at its
option, appoint Citibank, N.A. to act as paying agent.
GENERAL
The indentures provide that unsecured senior or subordinated debt
securities of Citigroup may be issued in one or more series, with different
terms, in each case as authorized from time to time by Citigroup. Citigroup also
has the right to "reopen" a previous issue of a series of debt securities by
issuing additional debt securities of such series.
Federal income tax consequences and other special considerations applicable
to any debt securities issued by Citigroup at a discount will be described in
the applicable prospectus supplement.
Because Citigroup is a holding company, the claims of creditors of
Citigroup's subsidiaries will have a priority over Citigroup's equity rights and
the rights of Citigroup's creditors, including the holders of debt securities,
to participate in the assets of the subsidiary upon the subsidiary's
liquidation.
The applicable prospectus supplement relating to any series of debt
securities will describe the following terms, where applicable:
- the title of the debt securities;
- whether the debt securities will be senior or subordinated debt;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be sold and, if applicable, the method of determining the price;
- the maturity date or dates;
- the interest rate or the method of computing the interest rate;
- the date or dates from which any interest will accrue, or how such date
or dates will be determined, and the interest payment date or dates and
any related record dates;
- if other than in United States dollars, the currency or currency unit in
which payment will be made;
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<PAGE> 16
- if the amount of any payment may be determined with reference to an index
or formula based on a currency or currency unit other than that in which
the debt securities are payable, the manner in which the amounts will be
determined;
- if any payments may be made at the election of Citigroup or a holder of
debt securities in a currency or currency unit other than that in which
the debt securities are stated to be payable, the periods within which
and the terms upon which such election may be made;
- the location where payments on the debt securities will be made;
- the terms and conditions on which the debt securities may be redeemed at
the option of Citigroup;
- any obligation of Citigroup to redeem, purchase or repay the debt
securities at the option of a holder upon the happening of any event and
the terms and conditions of redemption, purchase or repayment;
- if other than the principal amount, the portion of the principal amount
of the debt securities payable if the maturity is accelerated;
- any provisions for the discharge of Citigroup's obligations relating to
the debt securities by deposit of funds or United States government
obligations;
- whether the debt securities are to trade in book-entry form and the terms
and any conditions for exchanging the global security in whole or in part
for paper certificates;
- the date of any global security if other than the original issuance of
the first debt security to be issued;
- any material provisions of the applicable indenture described in this
prospectus that do not apply to the debt securities; and
- any other specific terms of the debt securities (Section 2.02).
The terms on which a series of debt securities may be convertible into or
exchangeable for common stock or other securities of Citigroup will be set forth
in the prospectus supplement relating to such series. Such terms will include
provisions as to whether conversion or exchange is mandatory, at the option of
the holder or at the option of Citigroup. The terms may include provisions
pursuant to which the number of shares of common stock or other securities of
Citigroup to be received by the holders of such series of debt securities may be
adjusted.
The debt securities will be issued only in registered form. As currently
anticipated, debt securities of a series will trade in book-entry form, and
global notes will be issued in physical (paper) form, as described below under
"Book-Entry Procedures and Settlement." Unless otherwise provided in the
accompanying prospectus supplement, debt securities denominated in United States
dollars will be issued only in denominations of $1,000 and whole multiples of
$1,000 (Section 2.01). The prospectus supplement relating to offered securities
denominated in a foreign or composite currency will specify the denomination of
the offered securities.
The debt securities may be presented for exchange, and debt securities
other than a global security may be presented for registration of transfer, at
the principal corporate trust office of the relevant Trustee in New York City.
Holders will not have to pay any service charge for any registration of transfer
or exchange of debt securities, but Citigroup may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with such registration of transfer. (Section 2.05)
PAYMENT AND PAYING AGENTS
Distributions on the debt securities other than those represented by global
notes will be made in the designated currency against surrender of the debt
securities at the principal corporate trust office of the relevant trustee in
New York City. Payment will be made to the registered holder at the close of
business on the record date for such payment. Interest payments will be made at
the principal corporate trust office
11
<PAGE> 17
of the relevant trustee in New York City, or by a check mailed to the holder at
his registered address (Sections 2.01 and 5.02). Payments in any other manner
will be specified in the prospectus supplement.
SENIOR DEBT
The senior debt securities will be issued under the senior debt indenture
and will rank on an equal basis with all other unsecured debt of Citigroup
except subordinated debt.
SUBORDINATED DEBT
The subordinated debt securities will be issued under the subordinated debt
indenture and will rank subordinated and junior in right of payment, to the
extent set forth in the subordinated debt indenture, to all "Senior
Indebtedness" (as defined below) of Citigroup.
If Citigroup defaults in the payment of any principal of, or premium, if
any, or interest on any Senior Indebtedness when it becomes due and payable
after any applicable grace period, then, unless and until the default is cured
or waived or ceases to exist, Citigroup cannot make a payment on account of or
redeem or otherwise acquire the subordinated debt securities. Nevertheless,
holders of subordinated debt securities may still receive and retain:
- securities of Citigroup or any other corporation provided for by a plan
of reorganization or readjustment that are subordinate, at least to the
same extent that the subordinated debt securities are subordinated to
Senior Indebtedness; and
- payments made from a defeasance trust as described below.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to Citigroup, its creditors or its property, then all Senior
Indebtedness must be paid in full before any payment may be made to any holders
of subordinated debt securities. Holders of subordinated debt securities must
return and deliver any payments received by them, other than in a plan of
reorganization or through a defeasance trust as described below, directly to the
holders of Senior Indebtedness until all Senior Indebtedness is paid in full.
(Subordinated Debt Indenture, Section 14.01).
"Senior Indebtedness" means:
(1) the principal, premium, if any, and interest in respect of (A)
indebtedness of Citigroup for money borrowed and (B) indebtedness
evidenced by securities, notes, debentures, bonds or other similar
instruments issued by Citigroup, including the senior debt securities;
(2) all capital lease obligations of Citigroup;
(3) all obligations of Citigroup issued or assumed as the deferred purchase
price of property, all conditional sale obligations of Citigroup and
all obligations of Citigroup under any conditional sale or title
retention agreement, but excluding trade accounts payable in the
ordinary course of business;
(4) all obligations of Citigroup in respect of any letters of credit,
bankers acceptance, security purchase facilities and similar credit
transactions;
(5) all obligations of Citigroup in respect of interest rate swap, cap or
other agreements, interest rate future or options contracts, currency
swap agreements, currency future or option contracts and other similar
agreements;
(6) all obligations of the type referred to in clauses (1) through (5) of
other persons for the payment of which Citigroup is responsible or
liable as obligor, guarantor or otherwise; and
(7) all obligations of the type referred to in clauses (1) through (6) of
other persons secured by any lien on any property or asset of Citigroup
whether or not such obligation is assumed by Citigroup;
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<PAGE> 18
but Senior Indebtedness does not include:
(a) subordinated debt securities;
(b) any indebtedness that by its terms is subordinated to, or ranks on an
equal basis with, subordinated debt securities; and
(c) any indebtedness between or among Citigroup and its affiliates,
including (1) any Junior Subordinated Debt, (2) any Capital Securities
Guarantees and (3) all other debt securities and guarantees in respect
of those debt securities issued to any other trust, or a trustee of
such trust, partnership or other entity affiliated with Citigroup which
is a financing vehicle of Citigroup in connection with the issuance by
such financing vehicle of capital securities or other securities
guaranteed by Citigroup pursuant to an instrument that ranks on an
equal basis with, or junior to, the Capital Securities Guarantees.
"Junior Subordinated Debt" means Citigroup's:
- 6 7/8% Junior Subordinated Deferrable Interest Debentures due March 15,
2029;
- 7% Junior Subordinated Deferrable Interest Debentures due November 15,
2028;
- 6.850% Junior Subordinated Deferrable Interest Debentures due January 22,
2038;
- 7 5/8% Junior Subordinated Deferrable Interest Debentures due December 1,
2036;
- 7 3/4% Junior Subordinated Deferrable Interest Debentures due December 1,
2036;
- 8% Deferrable Interest Debentures due September 30, 2036;
- other notes or other obligations which may be issued under the indenture,
dated as of October 7, 1996, between Citigroup and The Chase Manhattan
Bank, as trustee; and
- indebtedness that is by its terms subordinated to, or ranks on an equal
basis with, the Junior Subordinated Debt.
"Capital Securities Guarantees" means the guarantees issued by Citigroup in
connection with:
- the 6 7/8% Capital Securities of Citigroup Capital VI;
- the 7% Trust Preferred Securities of Citigroup Capital V;
- the 6.850% Trust Preferred Securities of Citigroup Capital IV;
- the 7 5/8% Trust Preferred Securities of Citigroup Capital III;
- the 7 3/4% Trust Preferred Securities of Citigroup Capital II;
- the 8% Trust Preferred Securities of Citigroup Capital I; and
- any existing or future preferred or preference stock, including capital
securities, that is by its terms subordinated to, or ranks on an equal
basis with, the Junior Subordinated Debt.
COVENANTS
Limitations on Liens. The senior debt indenture provides that Citigroup
will not, and will not permit any Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed if such indebtedness is secured by
a pledge of, lien on, or security interest in any shares of Voting Stock of any
Significant Subsidiary, without providing that each series of senior debt
securities and, at Citigroup's option, any other senior indebtedness ranking
equally with such series of senior debt securities, is secured equally and
ratably with such indebtedness. This limitation shall not apply to indebtedness
secured by a pledge of, lien on or security interest in any shares of Voting
Stock of any corporation at the time it becomes a Significant Subsidiary (Senior
Debt Indenture, Section 5.04). The subordinated debt indenture does not contain
a similar provision.
"Significant Subsidiary" means a Subsidiary, including its Subsidiaries,
that meets any of the following conditions:
- Citigroup's and its other Subsidiaries' investments in and advances to
the Subsidiary exceed 10 percent of the total assets of Citigroup and its
Subsidiaries consolidated as of the end of the most recently completed
fiscal year;
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<PAGE> 19
- Citigroup's and its other Subsidiaries' proportionate share of the total
assets of the Subsidiary after intercompany eliminations exceeds 10
percent of the total assets of Citigroup and its Subsidiaries
consolidated as of the end of the most recently completed fiscal year; or
- Citigroup's and its other Subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principles of the Subsidiary
exceeds 10 percent of such income of Citigroup and its Subsidiaries
consolidated for the most recently completed fiscal year.
"Subsidiary" means any corporation of which securities entitled to elect at
least a majority of the corporation's directors shall at the time be owned,
directly or indirectly, by Citigroup, and/or one or more Subsidiaries.
"Voting Stock" means capital stock the holders of which have general voting
power under ordinary circumstances to elect at least a majority of the board of
directors of a corporation, except capital stock that carries only the right to
vote conditioned on the happening of an event regardless of whether such event
shall have happened (Senior Debt Indenture, Sections 1.02 and 5.04).
Limitations on Mergers and Sales of Assets. The indentures provide that
Citigroup will not merge or consolidate with another corporation or sell other
than for cash or lease all or substantially all its assets to another
corporation, or purchase all or substantially all the assets of another
corporation unless:
- either (1) Citigroup is the continuing corporation, or (2) the successor
corporation, if other than Citigroup, expressly assumes by supplemental
indenture the obligations evidenced by the securities issued pursuant to
the indenture and
- immediately after the transaction, there would not be any default in the
performance of any covenant or condition of the indenture (Senior Debt
Indenture, Sections 5.05 and 14.01; Subordinated Debt Indenture, Sections
5.04 and 15.01).
Other than the restrictions described above, the indentures do not contain
any covenants or provisions that would protect holders of the debt securities in
the event of a highly leveraged transaction.
MODIFICATION OF THE INDENTURES
Under the indentures, Citigroup and the relevant trustee can enter into
supplemental indentures to establish the form and terms of any series of debt
securities without obtaining the consent of any holder of debt securities.
Citigroup and the trustee may, with the consent of the holders of at least
66 2/3% in aggregate principal amount of the senior debt securities of a series
or at least a majority in aggregate principal amount of the subordinated debt
securities, modify the applicable indenture or the rights of the holders of the
securities of such series to be affected.
No such modification may, without the consent of the holder of each
security so affected:
- extend the fixed maturity of any such securities,
- reduce the rate or extend the time of payment of interest on such
securities,
- reduce the principal amount of such securities or the premium, if any, on
such securities,
- reduce the amount of the principal of any securities issued originally at
a discount,
- change the currency in which any such securities are payable, or
- impair the right to sue for the enforcement of any such payment on or
after the maturity of such securities.
In addition, no such modification may:
- reduce the percentage of securities referred to above whose holders need
to consent to the modification without the consent of such holders; or
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<PAGE> 20
- change, without the written consent of the trustee, the rights, duties or
immunities of the trustee (Sections 13.01 and 13.02).
In addition, the subordinated debt indenture may not be amended without the
consent of each holder of subordinated debt securities affected thereby to
modify the subordination of the subordinated debt securities issued under that
indenture in a manner adverse to the holders of the subordinated debt securities
(Subordinated Debt Indenture, Section 13.02).
DEFAULTS
Each indenture provides that events of default regarding any series of debt
securities will be:
- failure to pay required interest on any debt security of such series for
30 days;
- failure to pay principal, other than a scheduled installment payment, or
premium, if any, on any debt security of such series when due;
- failure to make any required scheduled installment payment for 30 days on
debt securities of such series;
- failure to perform for 90 days after notice any other covenant in the
relevant indenture other than a covenant included in the relevant
indenture solely for the benefit of a series of debt securities other
than such series; and
- certain events of bankruptcy or insolvency, whether voluntary or not
(Section 6.01).
If an event of default regarding debt securities of any series issued under
the indentures should occur and be continuing, either the trustee or the holders
of 25% in the principal amount of outstanding debt securities of such series may
declare each debt security of that series due and payable (Section 6.02).
Citigroup is required to file annually with the trustee a statement of an
officer as to the fulfillment by Citigroup of its obligations under the
indenture during the preceding year (Senior Debt Indenture, Section 5.06;
Subordinated Debt Indenture, Section 5.05).
No event of default regarding one series of debt securities issued under an
indenture is necessarily an event of default regarding any other series of debt
securities (Section 6.02).
Holders of a majority in principal amount of the outstanding debt
securities of any series will be entitled to control certain actions of the
trustee under the indentures and to waive past defaults regarding such series
(Sections 6.02 and 6.06). The trustee generally will not be requested, ordered
or directed by any of the holders of debt securities, unless one or more of such
holders shall have offered to the trustee reasonable security or indemnity
(Section 10.01).
If an event of default occurs and is continuing regarding a series of debt
securities, the trustee may use any sums that it holds under the relevant
indenture for its own reasonable compensation and expenses incurred prior to
paying the holders of debt securities of such series (Section 6.05).
Before any holder of any series of debt securities may institute action for
any remedy, except payment on such holder's debt security when due, the holders
of not less than 25% in principal amount of the debt securities of that series
outstanding must request the trustee to take action. Holders must also offer and
give the satisfactory security and indemnity against liabilities incurred by the
trustee for taking such action (Section 6.07).
DEFEASANCE
Senior Debt Indenture. If so specified when the senior debt securities of
a particular series is created, after Citigroup has deposited with the trustee,
cash or government securities, in trust for the benefit of the holders
sufficient to pay the principal of, premium, if any, and interest on the senior
debt securities of such series when due, then Citigroup, at its option:
- will be deemed to have paid and satisfied its obligations on all
outstanding senior debt securities of such series, which is known as
"defeasance and discharge;" or
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<PAGE> 21
- will cease to be under any obligation, other than to pay when due the
principal of, premium, if any, and interest on such senior debt
securities, relating to the senior debt securities of such series, which
is known as "covenant defeasance."
In the case of covenant defeasance, Citigroup must also deliver to the
trustee an opinion of counsel to the effect that the holders of the senior debt
securities of such series will have no federal income tax consequences as a
result of such deposit.
When there is a defeasance and discharge, (1) the senior debt indenture
will no longer govern the senior debt securities of such series, (2) Citigroup
will no longer be liable for payment and (3) the holders of such senior debt
securities will be entitled only to the deposited funds. When there is a
covenant defeasance, however, Citigroup will continue to be obligated to make
payments when due if the deposited funds are not sufficient.
The obligations and rights under the senior debt indenture regarding
compensation, reimbursement and indemnification of the trustee, optional
redemption, mandatory and optional scheduled installment payments, if any,
registration of transfer and exchange of the senior debt securities of such
series, replacement of mutilated, destroyed, lost or stolen senior debt
securities and certain other administrative provisions will continue even if
Citigroup exercises its defeasance and discharge or covenant defeasance options
(Senior Debt Indenture, Sections 11.03 and 11.04).
Under current federal income tax law, defeasance and discharge would be
treated as a taxable exchange of the senior debt securities for an interest in
the trust. As a consequence, each holder of the senior debt securities would
recognize gain or loss equal to the difference between the value of the holder's
interest in the trust and holder's tax basis for the senior debt securities
deemed exchanged. Each holder would then be required to include in income his
share of any income, gain and loss recognized by the trust. Even though federal
income tax on the deemed exchange would be imposed on a holder, the holder would
not receive any cash until the maturity or an earlier redemption of the senior
debt securities, except for any current interest payments.
Under current federal income tax law, a covenant defeasance would not be
treated as a taxable exchange of senior debt securities. Prospective investors
are urged to consult their own tax advisors as to the specific consequences of a
defeasance and discharge, including the applicability and effect of tax laws
other than the federal income tax law.
Subordinated Debt Indenture. The defeasance and discharge and covenant
defeasance provisions contained in the subordinated debt indenture are
substantially the same as those described above for the senior debt indenture
(Subordinated Debt Indenture, Sections 11.01, 11.02, 11.03, 11.04 and 11.05).
Under the subordinated debt indenture, Citigroup must also deliver to the
trustee an opinion of counsel to the effect that the holders of the subordinated
debt securities will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance and discharge or covenant
defeasance and that federal income tax would be imposed on the holders in the
same manner as if such defeasance and discharge had not occurred. In the case of
a defeasance and discharge, such opinion must be based upon a ruling or
administrative pronouncement of the IRS.
CONCERNING THE TRUSTEES
Citigroup has had and may continue to have banking relationships with the
trustees in the ordinary course of business.
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<PAGE> 22
DESCRIPTION OF INDEX WARRANTS
The following briefly summarizes the material terms and provisions of the
index warrants, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the particular terms of the
index warrants that are offered by Citigroup, which will be described in more
detail in a prospectus supplement. The prospectus supplement will also state
whether any of the general provisions summarized below do not apply to the index
warrants being offered.
Index warrants may be issued independently or together with debt securities
and may be attached to or separate from any such offered securities. Each series
of index warrants will be issued under a separate index warrant agreement to be
entered into between Citigroup and a bank or trust company, as index warrant
agent. A single bank or trust company may act as index warrant agent for more
than one series of index warrants. The index warrant agent will act solely as
the agent of Citigroup under the applicable index warrant agreement and will not
assume any obligation or relationship of agency or trust for or with any owners
of such index warrants. A copy of the form of index warrant agreement, including
the form of certificate or global certificate that will represent the index
warrant certificate, will be filed as an exhibit to a document incorporated by
reference in the registration statement of which this prospectus forms a part.
You should read the more detailed provisions of the index warrant agreement and
the index warrant certificate or index warrant global certificate for provisions
that may be important to you.
GENERAL
The index warrant agreement does not limit the number of index warrants
that may be issued. Citigroup will have the right to "reopen" a previous series
of index warrants by issuing additional index warrants of such series.
Each index warrant will entitle the warrant holder to receive from
Citigroup, upon exercise, cash or securities. The amount in cash or number of
securities will be determined by referring to an index calculated on the basis
of prices, yields, levels or other specified objective measures in respect of:
- specified securities or securities indices;
- specified foreign currencies or currency indices;
- a combination thereof; or
- changes in such measure or differences between two or more such measures.
The prospectus supplement for a series of index warrants will describe the
formula or methodology to be applied to the relevant index or indices to
determine the amount payable or distributable on the index warrants.
If so specified in the prospectus supplement, the index warrants will
entitle the warrant holder to receive from Citigroup a minimum or maximum amount
upon automatic exercise at expiration or the happening of any other event
described in the prospectus supplement.
The index warrants will be deemed to be automatically exercised upon
expiration. Upon such automatic exercise, warrant holders will be entitled to
receive the cash amount or number of securities due, if any, on such exercise of
the index warrants.
You should read the prospectus supplement applicable to any series of index
warrants for any circumstances in which the payment or distribution or the
determination of the payment or distribution on the index warrants may be
postponed or exercised early or cancelled. The amount due after any such delay
or postponement, or early exercise or cancellation, will be described in the
applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement,
Citigroup will not purchase or take delivery of or sell or deliver any
securities or currencies, including the underlying assets, other than
17
<PAGE> 23
the payment of any cash or distribution of any securities due on the index
warrants, from or to warrant holders pursuant to the index warrants.
The applicable prospectus supplement relating to any series of index
warrants will describe the following:
- the aggregate number of such index warrants;
- the offering price of such index warrants;
- the measure or measures by which payment or distribution on such index
warrants will be determined;
- certain information regarding the underlying securities, foreign
currencies or indices;
- the amount of cash or number of securities due, or the means by which the
amount of cash or number of securities due may be calculated, on exercise
of the index warrants, including automatic exercise, or upon
cancellation;
- the date on which the index warrants may first be exercised and the date
on which they expire;
- any minimum number of index warrants exercisable at any one time;
- any maximum number of index warrants that may, at Citigroup's election,
be exercised by all warrant holders or by any person or entity on any
day;
- any provisions permitting a warrant holder to condition an exercise of
index warrants;
- the method by which the index warrants may be exercised;
- the currency in which the index warrants will be denominated and in which
payments on the index warrants will be made or the securities that may be
distributed in respect of the index warrants;
- the method of making any foreign currency translation applicable to
payments or distributions on the index warrants;
- the method of providing for a substitute index or indices or otherwise
determining the amount payable in connection with the exercise of index
warrants if an index changes or is no longer available;
- the time or times at which amounts will be payable or distributable in
respect of such index warrants following exercise or automatic exercise;
- any national securities exchange on, or self-regulatory organization with
which, such index warrants will be listed;
- any provisions for issuing such index warrants in certificated form;
- if such index warrants are not issued in book-entry form, the place or
places at and the procedures by which payments or distributions on the
index warrants will be made; and
- any other terms of such index warrants.
Prospective purchasers of index warrants should be aware of special United
States federal income tax considerations applicable to instruments such as the
index warrants. The prospectus supplement relating to each series of index
warrants will describe these tax considerations. The summary of United States
federal income tax considerations contained in the prospectus supplement will be
presented for informational purposes only, however, and will not be intended as
legal or tax advice to prospective purchasers. You are urged to consult your own
tax advisors before purchasing any index warrants.
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<PAGE> 24
LISTING
Unless otherwise indicated in the prospectus supplement, the index warrants
will be listed on a national securities exchange or with a self-regulatory
organization, in each case as specified in the prospectus supplement. It is
expected that such organization will stop trading a series of index warrants as
of the close of business on the related expiration date of such index warrants.
MODIFICATION
The index warrant agreement and the terms of the related index warrants may
be amended by Citigroup and the index warrant agent, without the consent of the
holders of any index warrants, for any of the following purposes:
- curing any ambiguity or curing, correcting or supplementing any defective
or inconsistent provision;
- maintaining the listing of such index warrants on any national securities
exchange or with any other self-regulatory organization;
- registering such index warrants under the Exchange Act, permitting the
issuance of individual index warrant certificates to warrant holders,
reflecting the issuance by Citigroup of additional index warrants of the
same series or reflecting the appointment of a successor depository; or
- for any other purpose which Citigroup may deem necessary or desirable and
which will not materially and adversely affect the interests of the
warrant holders.
Citigroup and the index warrant agent also may modify or amend the index
warrant agreement and the terms of the related index warrants, with the consent
of the holders of not less than a majority of the then outstanding warrants
affected by such modification or amendment, for any purpose. However, no such
modification or amendment may be made without the consent of each holder
affected thereby if such modification or amendment:
- changes the amount to be paid to the warrant holder or the manner in
which that amount is to be determined;
- shortens the period of time during which the index warrants may be
exercised;
- otherwise materially and adversely affects the exercise rights of the
holders of the index warrants; or
- reduces the percentage of the number of outstanding index warrants the
consent of whose holders is required for modification or amendment of the
index warrant agreement or the terms of the related index warrants.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITION
If at any time there is a merger or consolidation involving Citigroup or a
sale, transfer, conveyance, other than lease, or other disposition of all or
substantially all of the assets of Citigroup, then the assuming corporation will
succeed to the obligations of Citigroup under the index warrant agreement and
the related index warrants. Citigroup will then be relieved of any further
obligation under the index warrant agreement and index warrants and may then be
dissolved, wound up or liquidated.
ENFORCEABILITY OF RIGHTS BY WARRANT HOLDERS
Any warrant holder may, without the consent of the index warrant agent or
any other warrant holder, enforce by appropriate legal action on his own behalf
his right to exercise, and to receive payment for, his index warrants.
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<PAGE> 25
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of the date of this prospectus, Citigroup's authorized capital stock
consists of 10 billion shares of common stock and 30 million shares of preferred
stock. The following briefly summarizes the material terms of Citigroup's common
stock and outstanding preferred stock. You should read the more detailed
provisions of Citigroup's certificate of incorporation and the certificate of
designation relating to any series of preferred stock for provisions that may be
important to you.
COMMON STOCK
As of March 31, 2000, Citigroup had outstanding approximately 3.4 billion
shares of its common stock. Each holder of common stock is entitled to one vote
per share for the election of directors and for all other matters to be voted on
by Citigroup's stockholders. Except as otherwise provided by law, the holders of
shares of common stock vote as one class together with holders of the shares of
the outstanding Series K Preferred Stock, which is described below. Holders of
common stock may not cumulate their votes in the election of directors, and are
entitled to share equally in the dividends that may be declared by the board of
directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock.
Upon voluntary or involuntary liquidation, dissolution or winding up of
Citigroup, the holders of the common stock share ratably in the assets remaining
after payments to creditors and provision for the preference of any preferred
stock. There are no preemptive or other subscription rights, conversion rights
or redemption or scheduled installment payment provisions relating to shares of
common stock. All of the outstanding shares of common stock are fully paid and
nonassessable. The transfer agent and registrar for the common stock is
Citibank, N.A. The common stock is listed on the New York Stock Exchange, and
the Pacific Exchange.
PREFERRED STOCK
The general terms of Citigroup's preferred stock are described below under
"Description of Preferred Stock."
As of the date of this prospectus, Citigroup had outstanding the following
series of preferred stock with the following terms:
<TABLE>
<CAPTION>
NUMBER REDEMPTION DATE NEXT
OF SHARES DIVIDENDS PRICE PER REDEEMABLE GENERAL
TITLE OF SERIES OUTSTANDING PER YEAR SHARE ($) BY CITIGROUP VOTING RIGHTS
- --------------- ----------- ---------------- ---------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
6.365% Cumulative Preferred
Stock, Series F........... 1,600,000 6.365% 250 June 16, 2007 No
6.213% Cumulative Preferred
Stock, Series G........... 800,000 6.213% 250 July 11, 2007 No
6.231% Cumulative Preferred
Stock, Series H........... 800,000 6.231% 250 September 8, 2007 No
8.40% Cumulative Preferred
Stock, Series K........... 500,000 $42.00 500 March 31, 2001 Yes (6)
9.50% Cumulative Preferred
Stock, Series L........... --(1) 9.50% 500 June 30, 2001 Yes (6)
5.864% Cumulative Preferred
Stock, Series M........... 800,000 5.864% 250 October 8, 2007 No
Adjustable Rate Cumulative
Preferred Stock, Series
Q......................... 700,000 Variable Rate(2) 250 On any date No
Adjustable Rate Cumulative
Preferred Stock, Series
R......................... 400,000 Variable Rate(2) 250 On any date No
</TABLE>
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<PAGE> 26
<TABLE>
<CAPTION>
NUMBER REDEMPTION DATE NEXT
OF SHARES DIVIDENDS PRICE PER REDEEMABLE GENERAL
TITLE OF SERIES OUTSTANDING PER YEAR SHARE ($) BY CITIGROUP VOTING RIGHTS
- --------------- ----------- ---------------- ---------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
7 3/4% Cumulative Preferred
Stock, Series U........... 500,000 7.75% 250 On any date No
Fixed Adjustable Rate
Cumulative Preferred
Stock, Series V........... 250,000 Variable Rate(3) 500 February 15, 2006(5) No
Cumulative Adjustable Rate
Preferred Stock, Series
Y......................... 2,262 Variable Rate(4) 100,000 On any payment date No
5.321% Cumulative Preferred
Stock, Series YY.......... 987 5.321% 1,000,000 December 22, 2018 No
</TABLE>
Where the above table indicates that the holders of the preferred stock
have no general voting rights, this means that they do not vote on matters
submitted to a vote of the common stockholders. However, the holders of this
preferred stock do have other special voting rights (1) that are required by
law, (2) that apply if there is a default in paying dividends for the equivalent
of six calendar quarters, in some cases whether or not consecutive, and (3) when
Citigroup wants to create any class of stock having a preference as to dividends
or distributions of assets over such series or alter or change the provisions of
the certificate of incorporation so as to adversely affect the powers,
preferences or rights of the holders of such series. These special voting rights
apply to all series of preferred stock listed above.
- ---------------
(1) The Series L Preferred Stock will be issuable upon the settlement of
purchase contracts issued as a component of the 9 1/2% Trust Preferred
Stock Units of SI Financing Trust I, a subsidiary of Salomon Smith Barney
Holdings Inc. Holders must settle the purchase contracts on June 30, 2021;
however, SSBH has the option to accelerate settlement to June 30, 2001.
(2) For each dividend period the dividend rate will be equal to 84% of the
Effective Rate, but not less than 4.50% per year or more than 10.50% per
year. The "Effective Rate" for any dividend period will be equal to the
highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate, each as defined in the relevant
part of the certificate of incorporation.
(3) The Series V Preferred Stock provides for a cumulative dividend at a rate
that changes over time. For each dividend period up to but not including
February 15, 2006, the dividend rate will be 5.86% per year. For each
dividend period beginning on or after February 15, 2006, the dividend rate
will be equal to 0.50% plus the Effective Rate, but not less than 6.00% or
more than 12.00%. The dividend rate will be increased in the event of
specified changes in the Internal Revenue Code that would decrease the
dividends received deduction applicable to corporate stockholders.
(4) The holders of the Series Y Preferred Stock are entitled to a cumulative
quarterly dividend at an annual rate equal to the greater of (a) the Short
Term Rate and (b) 4.85%. The "Short Term Rate" generally will be equal to
either 85% or 78% of the Money Market Yield, as defined in the certificate
of incorporation, of the 90-day rate for commercial paper multiplied by the
stock's $100,000 per share liquidation value.
(5) Prior to February 15, 2006, in the event of specified changes in the
Internal Revenue Code that would decrease the dividends received deduction
applicable to corporate stockholders, Citigroup at its option may redeem
all, but not less than all, of the Series V Preferred Stock at a price
declining over time from $525 per share to $500 per share.
(6) Holders of shares of Series K and L Preferred Stock are entitled to three
votes per share, when voting as a class with the common stock, subject to
anti-dilution adjustment. In addition, holders of Series K Preferred Stock
together with all other series of preferred stock, voting as one class, must
give their approval by a two-thirds vote of shares of preferred stock then
outstanding to some types of liquidation, merger and asset sale
transactions. Finally, without obtaining the approval of a majority of the
outstanding shares of Series K Preferred Stock voting separately as a class,
Citigroup may not amend the certificate of incorporation to increase the
authorized amount of preferred stock or to authorize any other stock ranking
on a parity with the preferred stock either as to payment of dividends or
upon liquidation.
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<PAGE> 27
IMPORTANT PROVISIONS OF CITIGROUP'S CERTIFICATE OF INCORPORATION AND BY-LAWS
Business Combinations. The certificate of incorporation generally requires
the affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of the then outstanding shares of voting stock, voting together as a
single class, to approve any merger or other business combination between
Citigroup and any interested stockholder, unless (1) the transaction has been
approved by a majority of the continuing directors of Citigroup, or (2) minimum
price, form of consideration and procedural requirements are satisfied. An
"interested stockholder" as defined in the certificate of incorporation
generally means a person who owns at least 25% of the voting stock of Citigroup.
Amendments to Certificate of Incorporation and By-Laws. The affirmative
vote of the holders of at least 75% of the voting power of the shares entitled
to vote for the election of directors is required to amend the provisions of the
certificate of incorporation relating to the issuance of preferred stock or
common stock. Amendments of provisions of the certificate of incorporation
relating to business combinations generally require a vote of the holders of
66 2/3% of the then outstanding shares of voting stock, unless 75% of the board
of directors recommend such amendment and the directors comprising such 75%
would qualify as continuing directors. The board of directors, at any meeting,
may alter or amend the by-laws upon the affirmative vote of at least 66 2/3% of
the entire board of directors. A "continuing director" as defined in the
certificate of incorporation generally means a director who is not related to an
interested stockholder who held that position before an interested stockholder
became an interested stockholder.
Vacancies. Vacancies on the board of directors resulting from an increase
in the number of directors may be filled by a majority of the board of directors
then in office, so long as a quorum is present. Any other vacancies on the board
of directors may be filled by a majority of the directors then in office, even
if less than a quorum. Any director elected to fill a vacancy that did not
result from increasing the size of the board of directors shall hold office for
a term coinciding with the predecessor director's remaining term.
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<PAGE> 28
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes the material terms of Citigroup's
preferred stock, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the particular terms of any
series of preferred stock offered by Citigroup which will be described in more
detail in any prospectus supplement relating to such series, together with the
more detailed provisions of Citigroup's restated certificate of incorporation
and the certificate of designation relating to each particular series of
preferred stock for provisions that may be important to you. The certificate of
incorporation, as amended, and a certificate of designation relating to the
Series YY Preferred Stock are filed as exhibits to the registration statement of
which this prospectus forms a part. The certificate of designation relating to
the particular series of preferred stock offered by the accompanying prospectus
supplement and this prospectus will be filed as an exhibit to a document
incorporated by reference in the registration statement. The prospectus
supplement will also state whether any of the terms summarized below do not
apply to the series of preferred stock being offered. For a description of
Citigroup's outstanding preferred stock, see "Description of Capital Stock."
Under Citigroup's certificate of incorporation, the board of directors of
Citigroup is authorized to issue shares of preferred stock in one or more
series, and to establish from time to time a series of preferred stock with the
following terms specified:
- the number of shares to be included in the series;
- the designation, powers, preferences and rights of the shares of the
series; and
- the qualifications, limitations or restrictions of such series, except as
otherwise stated in the certificate of incorporation.
Prior to the issuance of any series of preferred stock, the board of
directors of Citigroup will adopt resolutions creating and designating the
series as a series of preferred stock and the resolutions will be filed in a
certificate of designation as an amendment to the certificate of incorporation.
The term "board of directors of Citigroup" includes any duly authorized
committee.
The rights of holders of the preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. The board of directors may cause shares of preferred stock
to be issued in public or private transactions for any proper corporate purpose.
Examples of proper corporate purposes include issuances to obtain additional
financing in connection with acquisitions or otherwise, and issuances to
officers, directors and employees of Citigroup and its subsidiaries pursuant to
benefit plans or otherwise. Shares of preferred stock issued by Citigroup may
have the effect of rendering more difficult or discouraging an acquisition of
Citigroup deemed undesirable by the board of directors of Citigroup.
Under existing interpretations of The Board of Governors of the Federal
Reserve System, if the holders of the preferred stock become entitled to vote
for the election of directors because dividends on the preferred stock are in
arrears as described below, preferred stock may then be deemed a "class of
voting securities" and a holder of 25% or more of the preferred stock or a
holder of 5% or more of the preferred stock that otherwise exercises a
"controlling influence" over Citigroup may then be regulated as a "bank holding
company" in accordance with the Bank Holding Company Act. In addition, at such
time:
- any bank holding company or foreign bank with a U.S. presence generally
would be required to obtain the approval of the Federal Reserve Board
under the BHC Act to acquire or retain 5% or more of the preferred stock;
and
- any person other than a bank holding company may be required to obtain
the approval of the Federal Reserve Board under the Change in Bank
Control Act to acquire or retain 10% or more of the preferred stock.
Before exercising its option to redeem any shares of preferred stock, Citigroup
will obtain the approval of the Federal Reserve Board if then required by
applicable law.
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<PAGE> 29
The preferred stock will be, when issued, fully paid and nonassessable.
Holders of preferred stock will not have any preemptive or subscription rights
to acquire more stock of Citigroup.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
RANK
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, such shares will rank on an equal basis
with each other series of preferred stock and prior to the common stock as to
dividends and distributions of assets.
DIVIDENDS
Holders of each series of preferred stock will be entitled to receive cash
dividends, when, as and if declared by the board of directors of Citigroup out
of funds legally available for dividends. The rates and dates of payment of
dividends will be set forth in the prospectus supplement relating to each series
of preferred stock. Dividends will be payable to holders of record of preferred
stock as they appear on the books of Citigroup or, if applicable, the records of
the depositary referred to below under "Description of Depositary Shares," on
the record dates fixed by the board of directors. Dividends on any series of
preferred stock may be cumulative or noncumulative.
Citigroup may not declare, pay or set apart for payment dividends on the
preferred stock unless full dividends on any other series of preferred stock
that ranks on an equal or senior basis have been paid or sufficient funds have
been set apart for payment for
- all prior dividend periods of the other series of preferred stock that
pay dividends on a cumulative basis; or
- the immediately preceding dividend period of the other series of
preferred stock that pay dividends on a noncumulative basis.
Partial dividends declared on shares of preferred stock and any other
series of preferred stock ranking on an equal basis as to dividends will be
declared pro rata. A pro rata declaration means that the ratio of dividends
declared per share to accrued dividends per share will be the same for both
series of preferred stock.
Similarly, Citigroup may not declare, pay or set apart for payment
non-stock dividends or make other payments on the common stock or any other
stock of Citigroup ranking junior to the preferred stock until full dividends on
the preferred stock have been paid or set apart for payment for
- all prior dividend periods if the preferred stock pays dividends on a
cumulative basis; or
- the immediately preceding dividend period if the preferred stock pays
dividends on a noncumulative basis.
CONVERSION AND EXCHANGE
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of Citigroup's common stock.
REDEMPTION
If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at the
option of Citigroup or the holder thereof and may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way that the
board of directors decides is equitable.
24
<PAGE> 30
Unless Citigroup defaults in the payment of the redemption price, dividends
will cease to accrue after the redemption date on shares of preferred stock
called for redemption and all rights of holders of such shares will terminate
except for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
Citigroup, holders of each series of preferred stock will be entitled to receive
distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Such distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation,
including common stock.
If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation rights
are not paid in full, the holders of the preferred stock of such series and such
other securities will share in any such distribution of available assets of
Citigroup on a ratable basis in proportion to the full liquidation preferences.
Holders of such series of preferred stock will not be entitled to any other
amounts from Citigroup after they have received their full liquidation
preference.
VOTING RIGHTS
The holders of shares of preferred stock will have no voting rights,
except:
- as otherwise stated in the prospectus supplement;
- as otherwise stated in the certificate of designation establishing such
series; or
- as required by applicable law.
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<PAGE> 31
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit
agreement and of the depositary shares and depositary receipts, other than
pricing and related terms disclosed in the accompanying prospectus supplement.
You should read the particular terms of any depositary shares and any depositary
receipts that are offered by Citigroup and any deposit agreement relating to a
particular series of preferred stock which will be described in more detail in a
prospectus supplement. The prospectus supplement will also state whether any of
the generalized provisions summarized below do not apply to the depositary
shares or depositary receipts being offered. A copy of the form of deposit
agreement, including the form of depositary receipt, is incorporated by
reference as an exhibit in the registration statement of which this prospectus
forms a part. You should read the more detailed provisions of the deposit
agreement and the form of depositary receipt for provisions that may be
important to you.
GENERAL
Citigroup may, at its option, elect to offer fractional shares of preferred
stock, rather than full shares of preferred stock. In such event, Citigroup will
issue receipts for depositary shares, each of which will represent a fraction of
a share of a particular series of preferred stock.
The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between Citigroup and a bank
or trust company selected by Citigroup having its principal office in the United
States and having a combined capital and surplus of at least $50,000,000, as
preferred stock depositary. Each owner of a depositary share will be entitled to
all the rights and preferences of the underlying preferred stock, including
dividend, voting, redemption, conversion and liquidation rights, in proportion
to the applicable fraction of a share of preferred stock represented by such
depositary share.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of the applicable prospectus supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or other
cash distributions received in respect of the deposited preferred stock to the
record holders of depositary shares relating to such preferred stock in
proportion to the number of such depositary shares owned by such holders.
The preferred stock depositary will distribute any property received by it
other than cash to the record holders of depositary shares entitled thereto. If
the preferred stock depositary determines that it is not feasible to make such
distribution, it may, with the approval of Citigroup, sell such property and
distribute the net proceeds from such sale to such holders.
REDEMPTION OF PREFERRED STOCK
If a series of preferred stock represented by depositary shares is to be
redeemed, the depositary shares will be redeemed from the proceeds received by
the preferred stock depositary resulting from the redemption, in whole or in
part, of such series of preferred stock. The depositary shares will be redeemed
by the preferred stock depositary at a price per depositary share equal to the
applicable fraction of the redemption price per share payable in respect of the
shares of preferred stock so redeemed.
Whenever Citigroup redeems shares of preferred stock held by the preferred
stock depositary, the preferred stock depositary will redeem as of the same date
the number of depositary shares representing shares of preferred stock so
redeemed. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by the preferred stock
depositary by lot or ratably or by any other equitable method as the preferred
stock depositary may decide.
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<PAGE> 32
WITHDRAWAL OF PREFERRED STOCK
Unless the related depositary shares have previously been called for
redemption, any holder of depositary shares may receive the number of whole
shares of the related series of preferred stock and any money or other property
represented by such depositary receipts after surrendering the depositary
receipts at the corporate trust office of the preferred stock depositary.
Holders of depositary shares making such withdrawals will be entitled to receive
whole shares of preferred stock on the basis set forth in the related prospectus
supplement for such series of preferred stock.
However, holders of such whole shares of preferred stock will not be
entitled to deposit such preferred stock under the deposit agreement or to
receive depositary receipts for such preferred stock after such withdrawal. If
the depositary shares surrendered by the holder in connection with such
withdrawal exceed the number of depositary shares that represent the number of
whole shares of preferred stock to be withdrawn, the preferred stock depositary
will deliver to such holder at the same time a new depositary receipt evidencing
such excess number of depositary shares.
VOTING DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any series of
deposited preferred stock are entitled to vote, the preferred stock depositary
will mail the information contained in such notice of meeting to the record
holders of the depositary shares relating to such series of preferred stock.
Each record holder of such depositary shares on the record date will be entitled
to instruct the preferred stock depositary to vote the amount of the preferred
stock represented by such holder's depositary shares. The preferred stock
depositary will try to vote the amount of such series of preferred stock
represented by such depositary shares in accordance with such instructions.
Citigroup will agree to take all reasonable actions that the preferred
stock depositary determines as necessary to enable the preferred stock
depositary to vote as instructed. The preferred stock depositary will vote all
shares of any series of preferred stock held by it proportionately with
instructions received if it does not receive specific instructions from the
holders of depositary shares representing such series of preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between Citigroup and the preferred stock depositary. However, any amendment
that imposes additional charges or materially and adversely alters any
substantial existing right of the holders of depositary shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the affected depositary shares then outstanding. Every holder of an
outstanding depositary receipt at the time any such amendment becomes effective,
or any transferee of such holder, shall be deemed, by continuing to hold such
depositary receipt, or by reason of the acquisition thereof, to consent and
agree to such amendment and to be bound by the deposit agreement, which has been
amended thereby. The deposit agreement automatically terminates if:
- all outstanding depositary shares have been redeemed;
- each share of preferred stock has been converted into or exchanged for
common stock; or
- a final distribution in respect of the preferred stock has been made to
the holders of depositary shares in connection with any liquidation,
dissolution or winding up of Citigroup.
The deposit agreement may be terminated by Citigroup at any time and the
preferred stock depositary will give notice of such termination to the record
holders of all outstanding depositary receipts not less than 30 days prior to
the termination date. In such event, the preferred stock depositary will deliver
or make available for delivery to holders of depositary shares, upon surrender
of such depositary shares, the number of whole or fractional shares of the
related series of preferred stock as are represented by such depositary shares.
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<PAGE> 33
CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
No fees, charges and expenses of the preferred stock depositary or any
agent of the preferred stock depositary or of any registrar shall be payable by
any person other than Citigroup, except for any taxes and other governmental
charges and except as provided in the deposit agreement. If the preferred stock
depositary incurs fees, charges or expenses for which it is not otherwise liable
hereunder at the election of a holder of a depositary receipt or other person,
such holder or other person will be liable for such fees, charges and expenses.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to
Citigroup notice of its intent to do so, and Citigroup may at any time remove
the preferred stock depositary, any such resignation or removal to take effect
upon the appointment of a successor preferred stock depositary and its
acceptance of such appointment. Such successor preferred stock depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward all reports and communications
from Citigroup which are delivered to the preferred stock depositary and which
Citigroup is required to furnish to the holders of the deposited preferred
stock.
Neither the preferred stock depositary nor Citigroup will be liable if it
is prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the deposit agreement. The obligations of
Citigroup and the preferred stock depositary under the deposit agreement will be
limited to performance with honest intentions of their duties thereunder and
they will not be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares, depositary receipts or shares of preferred
stock unless satisfactory indemnity is furnished. Citigroup and the preferred
stock depositary may rely upon written advice of counsel or accountants, or upon
information provided by holders of depositary receipts or other persons believed
to be competent and on documents believed to be genuine.
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<PAGE> 34
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Most series of debt securities and index warrants will be book-entry
securities. Upon issuance, all book-entry securities of the same issue will be
represented by one or more fully registered global securities, without interest
coupons. Each global security will be deposited with, or on behalf of, The
Depository Trust Company, a securities depository, and will be registered in the
name of DTC or a nominee of DTC. DTC will thus be the only registered holder of
these debt securities or index warrants and will be considered the sole owner of
the securities for purposes of the indenture or index warrant agreement.
Purchasers may only hold interests in the global notes or index warrants
through DTC if they are a participant in the DTC system. Purchasers may also
hold interests through a securities intermediary -- banks, brokerage houses and
other institutions that maintain securities accounts for customers -- that has
an account with DTC or its nominee. DTC will maintain accounts showing the
securities holdings of its participants, and these participants will in turn
maintain accounts showing the securities holdings of their customers. Some of
these customers may themselves be securities intermediaries holding debt
securities or index warrants for their customers. Thus, each beneficial owner of
a book-entry security will hold that security indirectly through a hierarchy of
intermediaries, with DTC at the "top" and the beneficial owner's own securities
intermediary at the "bottom."
The securities of each beneficial owner of a book-entry security will be
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the securities will generally not be
entitled to have the securities represented by the global securities registered
in its name and will not be considered the owner under the indenture or index
warrant agreement. In most cases, a beneficial owner will also not be able to
obtain a paper certificate evidencing the holder's ownership of securities. The
book-entry system for holding securities eliminates the need for physical
movement of certificates and is the system through which most publicly traded
common stock is held in the United States. However, the laws of some
jurisdictions require some purchasers of securities to take physical delivery of
their securities in definitive form. These laws may impair the ability to
transfer book-entry securities.
A beneficial owner of book-entry securities represented by a global
security may exchange the securities for definitive (paper) securities only if:
(a) DTC is unwilling or unable to continue as depositary for such global
security and Citigroup is unable to find a qualified replacement for
DTC within 90 days;
(b) at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
(c) Citigroup in its sole discretion decides to allow some or all
book-entry securities to be exchangeable for definitive securities in
registered form.
Unless we indicate otherwise in the applicable prospectus supplement, any
global security that is exchangeable will be exchangeable in whole for
definitive securities in registered form, with the same terms and of an equal
aggregate principal amount, in denominations of $1,000 and whole multiples of
$1,000. Definitive notes or index warrants will be registered in the name or
names of the person or persons specified by DTC in a written instruction to the
registrar of the securities. DTC may base its written instruction upon
directions it receives from its participants.
In this prospectus and the accompanying prospectus supplement, for
book-entry securities, references to actions taken by security holders will mean
actions taken by DTC upon instructions from its participants, and references to
payments and notices of redemption to security holders and notices of redemption
to DTC as the registered holder of the securities for distribution to
participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
banking law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under section 17A of the Securities Exchange Act of 1934. The
rules applicable to DTC and its participants are on file with the SEC.
Citigroup will not have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
29
<PAGE> 35
PLAN OF DISTRIBUTION
Citigroup may offer the offered securities in one or more of the following
ways from time to time:
- to or through underwriters or dealers;
- by itself directly;
- through agents; or
- through a combination of any of these methods of sale.
Any such underwriters, dealers or agents may include any broker-dealer
subsidiary of Citigroup.
The prospectus supplement relating to an offering of offered securities
will set forth the terms of such offering, including:
- the name or names of any underwriters, dealers or agents;
- the purchase price of the offered securities and the proceeds to
Citigroup from such sale;
- any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation;
- the initial public offering price;
- any discounts or concessions to be allowed or reallowed or paid to
dealers; and
- any securities exchanges on which such offered securities may be listed.
Any initial public offering prices, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in an offering of offered securities, such offered
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered either to the public through
underwriting syndicates represented by one or more managing underwriters or by
one or more underwriters without a syndicate. Unless otherwise set forth in the
prospectus supplement, the underwriters will not be obligated to purchase
offered securities unless specified conditions are satisfied, and if the
underwriters do purchase any offered securities, they will purchase all offered
securities.
In connection with underwritten offerings of the offered securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions that stabilize, maintain or otherwise affect
the market price of the offered securities at levels above those that might
otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids, each of
which is described below.
- A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of
a security.
- A syndicate covering transaction means the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering.
- A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
These transactions may be effected on the NYSE, in the over-the-counter
market, or otherwise. Underwriters are not required to engage in any of these
activities, or to continue such activities if commenced.
30
<PAGE> 36
If dealers are utilized in the sale of offered securities, Citigroup will
sell such offered securities to the dealers as principals. The dealers may then
resell such offered securities to the public at varying prices to be determined
by such dealers at the time of resale. The names of the dealers and the terms of
the transaction will be set forth in the prospectus supplement relating to that
transaction.
Offered securities may be sold directly by Citigroup to one or more
institutional purchasers, or through agents designated by Citigroup from time to
time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the
offered securities in respect of which this prospectus is delivered will be
named, and any commissions payable by Citigroup to such agent will be set forth,
in the prospectus supplement relating to that offering. Unless otherwise
indicated in such prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
As one of the means of direct issuance of offered securities, Citigroup may
utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the offered securities among potential
purchasers who are eligible to participate in the auction or offering of such
offered securities, if so described in the applicable prospectus supplement.
If so indicated in the applicable prospectus supplement, Citigroup will
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase offered securities from Citigroup at the public
offering price set forth in such prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
The broker-dealer subsidiaries of Citigroup are members of the National
Association of Securities Dealers, Inc. and may participate in distributions of
the offered securities. Accordingly, offerings of offered securities in which
Citigroup's broker-dealer subsidiaries participate will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
This prospectus, together with any applicable prospectus supplement may
also be used by any broker-dealer subsidiary of Citigroup in connection with
offers and sales of the offered securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Any
of Citigroup's broker-dealer subsidiaries, including Salomon Smith Barney Inc.,
may act as principal or agent in such transactions. None of Citigroup's
broker-dealer subsidiaries have any obligation to make a market in any of the
offered securities and may discontinue any market-making activities at any time
without notice, at its sole discretion.
Underwriters, dealers and agents may be entitled, under agreements with
Citigroup, to indemnification by Citigroup relating to material misstatements
and omissions. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, Citigroup and affiliates of
Citigroup in the ordinary course of business.
Each series of offered securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom offered
securities are sold for public offering and sale may make a market in such
offered securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The offered securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the offered securities.
31
<PAGE> 37
ERISA MATTERS
Citigroup has subsidiaries, including insurance company subsidiaries and
broker-dealer subsidiaries, that provide services to many employee benefit
plans. Citigroup and any direct or indirect subsidiary of Citigroup may each be
considered a "party in interest" within the meaning of the Employee Retirement
Income Security Act of 1974, and a "disqualified person" under corresponding
provisions of the Internal Revenue Code of 1986, relating to many employee
benefit plans. "Prohibited transactions" within the meaning of ERISA and the
Code may result if any offered securities are acquired by an employee benefit
plan as to which Citigroup or any direct or indirect subsidiary of Citigroup is
a party in interest, unless such offered securities are acquired pursuant to an
applicable exemption. Any employee benefit plan or other entity to which such
provisions of ERISA or the Code apply proposing to acquire the offered
securities should consult with its legal counsel.
LEGAL MATTERS
Stephanie B. Mudick, Esq., Deputy General Counsel and an Assistant
Secretary of Citigroup, 153 East 53rd Street, New York, New York 10043 and/or
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, or counsel to be
identified in the applicable prospectus supplement, will act as legal counsel to
Citigroup. Ms. Mudick beneficially owns, or has rights to acquire under
Citigroup's employee benefit plans, an aggregate of less than 1% of Citigroup's
common stock. Dewey Ballantine LLP, New York, New York, or other counsel
identified in the applicable prospectus supplement, will act as legal counsel to
the underwriters. Dewey Ballantine LLP has from time to time acted as counsel
for Citigroup and its subsidiaries and may do so in the future. Kenneth J.
Bialkin, a partner of Skadden, Arps, Slate, Meagher & Flom LLP, is a director of
Citigroup, and he and other attorneys in such firm beneficially own an aggregate
of less than 1% of the common stock of Citigroup. A member of Dewey Ballantine
LLP participating in this matter is the beneficial owner of an aggregate of less
than 1% of Citigroup's common stock.
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 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 reports and
upon the authority of said firms as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on consolidated financial statements of
Citigroup issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and said
authority.
32
<PAGE> 38
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. CITIGROUP INC. MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT 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 MAY 26, 2000
PROSPECTUS SUPPLEMENT
(To prospectus dated , 2000)
$8,900,000,000
CITIGROUP LOGO
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
GENERAL TERMS OF SALE
The following terms will generally apply to the medium-term senior and
subordinated notes that we will sell from time to time using this prospectus
supplement and the attached prospectus. Citigroup will include information on
the specific terms for each note in a pricing supplement to this prospectus
supplement that Citigroup will deliver to prospective buyers of any note. The
maximum amount that Citigroup expects to receive from the sale of the notes is
between $8,811,000,000 and $8,888,875,000 after paying the agent commissions of
between $11,125,000 and $89,000,000.
<TABLE>
<S> <C> <C> <C>
MATURITY: 9 months or more from the INTEREST RATES: Fixed, floating, or zero
date of issue. coupon.
INDEXED NOTES: Payments of interest or RANKING: Senior notes are part of our
principal may be linked to senior indebtedness; and
the price of one or more subordinated notes are part
securities, currencies, of our subordinated
commodities or other goods. indebtedness.
REDEMPTION: Terms of specific notes may OTHER TERMS: You should review
permit or require redemption "Description of the Notes"
or repurchase at our option and the pricing supplement
or your option. for features that apply to
your notes.
RISKS: Index and currency risks may
exist.
</TABLE>
------------------------
CONSIDER CAREFULLY THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE
S-3 OF THIS PROSPECTUS SUPPLEMENT.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus supplement or any accompanying prospectus or
pricing supplement is truthful or complete. Any representation to the contrary
is a criminal offense.
These notes are not deposits or savings accounts but are unsecured debt
obligations of Citigroup Inc. These notes are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency or instrumentality.
SALOMON SMITH BARNEY
, 2000
<PAGE> 39
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors................................................ S-3
Important Currency Information.............................. S-6
Description of the Notes.................................... S-7
United States Federal Income Tax Considerations............. S-30
Plan of Distribution........................................ S-37
Legal Matters............................................... S-38
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Prospectus Summary.......................................... 1
Citigroup Inc. ............................................. 6
Use of Proceeds and Hedging................................. 7
Ratio of Income to Fixed Charges and Ratio of Income to
Combined Fixed Charges Including Preferred Stock
Dividends................................................. 8
European Monetary Union..................................... 9
Description of Debt Securities.............................. 10
Description of Index Warrants............................... 17
Description of Capital Stock................................ 20
Description of Preferred Stock.............................. 23
Description of Depositary Shares............................ 26
Book-Entry Procedures and Settlement........................ 29
Plan of Distribution........................................ 30
ERISA Matters............................................... 32
Legal Matters............................................... 32
Experts..................................................... 32
</TABLE>
S-2
<PAGE> 40
RISK FACTORS
CHANGES IN EXCHANGE RATES AND EXCHANGE CONTROLS COULD RESULT IN A SUBSTANTIAL
LOSS TO YOU.
An investment in foreign currency notes, which are notes denominated in a
specified currency other than U.S. dollars, entails significant risks that are
not associated with a similar investment in a security denominated in U.S.
dollars. Similarly, an investment in an indexed note, on which all or a part of
any payment due is based on a currency other than U.S. dollars, has significant
risks that are not associated with a similar investment in non-indexed notes.
Such risks include, but are not limited to:
- the possibility of significant market changes in rates of exchange
between U.S. dollars and such specified currency;
- the possibility of significant changes in rates of exchange between U.S.
dollars and the specified currency resulting from official redenomination
relating to such specified currency; and
- the possibility of the imposition or modification of foreign exchange
controls by either the United States or foreign governments.
Such risks generally depend on factors over which Citigroup has no control and
which cannot be readily foreseen, such as
- economic events;
- political events; and
- the supply of, and demand for, the relevant currencies.
In recent years, rates of exchange between the U.S. dollar and some foreign
currencies in which Citigroup's notes may be denominated and between these
foreign currencies and other foreign currencies, have been volatile. This
volatility may be expected in the future. Fluctuations that have occurred in any
particular exchange rate in the past are not necessarily indicative, however, of
fluctuations that may occur in the rate during the term of any foreign currency
note. Depreciation of the specified currency of a foreign currency note against
U.S. dollars would result in a decrease in the effective yield of such foreign
currency note below its coupon rate and could result in a substantial loss to
the investor on a U.S. dollar basis.
Governments have imposed from time to time, and may in the future impose,
exchange controls that could affect exchange rates as well as the availability
of a specified currency other than U.S. dollars at the time of payment of
principal, any premium, or interest on a foreign currency note. There can be no
assurance that exchange controls will not restrict or prohibit payments of
principal, any premium, or interest denominated in any such specified currency.
Even if there are no actual exchange controls, it is possible that such
specified currency would not be available to Citigroup when payments on such
note are due because of circumstances beyond the control of Citigroup. In this
event, Citigroup will make required payments in U.S. dollars on the basis
described in this prospectus supplement. You should consult your own financial
and legal advisors as to the risks of an investment in notes denominated in a
currency other than U.S. dollars. See "-- The Unavailability of Currencies Could
Result in a Substantial Loss to You" and "Description of the Notes -- Payment of
Principal and Interest" below.
The information set forth in this prospectus supplement is directed to
prospective purchasers of notes who are United States residents. Citigroup
disclaims any responsibility to advise prospective purchasers who are residents
of countries other than the United States regarding any matters that may affect
the purchase or holding of, or receipt of payments of principal, premium or
interest on, notes. Such persons should consult their advisors with regard to
these matters. Any pricing supplement relating to notes having a specified
currency other than U.S. dollars will contain a description of any material
exchange controls affecting such currency and any other required information
concerning such currency.
S-3
<PAGE> 41
THE UNAVAILABILITY OF CURRENCIES COULD RESULT IN A SUBSTANTIAL LOSS TO YOU.
Except as set forth below, if payment on a note is required to be made in a
specified currency other than U.S. dollars and such currency is --
- unavailable due to the imposition of exchange controls or other
circumstances beyond Citigroup's control;
- no longer used by the government of the country issuing such currency; or
- no longer used for the settlement of transactions by public institutions
of the international banking community --
then all payments on such note shall be made in U.S. dollars until such currency
is again available or so used. The amounts so payable on any date in such
currency shall be converted into U.S. dollars on the basis of the most recently
available market exchange rate for such currency or as otherwise indicated in
the applicable pricing supplement. Any payment on such note made under such
circumstances in U.S. dollars will not constitute an event of default under the
indenture under which such note shall have been issued.
If the specified currency of a note is officially redenominated, other than
as a result of European Monetary Union, such as by an official redenomination of
any such specified currency that is a composite currency, then the payment
obligations of Citigroup on such note will be the amount of redenominated
currency that represents the amount of Citigroup's obligations immediately
before the redenomination. The notes will not provide for any adjustment to any
amount payable under such notes as a result of
- any change in the value of the specified currency of such notes relative
to any other currency due solely to fluctuations in exchange rates; or
- any redenomination of any component currency of any composite currency,
unless such composite currency is itself officially redenominated.
For a description of European Monetary Union, see "European Monetary Union" in
the prospectus and any disclosure on European Monetary Union in an applicable
pricing supplement.
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
not generally offer non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on notes made in a
currency other than U.S. dollars will be made from an account at a bank located
outside the United States, unless otherwise specified in the applicable pricing
supplement.
JUDGMENTS IN A FOREIGN CURRENCY COULD RESULT IN A SUBSTANTIAL LOSS TO YOU.
The notes will be governed by, and construed in accordance with, the law of
New York State. Courts in the United States customarily have not rendered
judgments for money damages denominated in any currency other than the U.S.
dollar. A 1987 amendment to the Judiciary Law of New York State provides,
however, that an action based upon an obligation denominated in a currency other
than U.S. dollars will be rendered in the foreign currency of the underlying
obligation. Any judgment awarded in such an action will be converted into U.S.
dollars at the rate of exchange prevailing on the date of the entry of the
judgment or decree.
CHANGES IN THE VALUE OF UNDERLYING ASSETS OF INDEXED NOTES COULD RESULT IN A
SUBSTANTIAL LOSS TO YOU.
An investment in indexed notes may have significant risks that are not
associated with a similar investment in a debt instrument that:
- has a fixed principal amount;
- is denominated in U.S. dollars; and
S-4
<PAGE> 42
- bears interest at either a fixed rate or a floating rate based on
nationally published interest rate references.
The risks of a particular indexed note will depend on the terms of such
indexed note. Such risks may include, but are not limited to, the possibility of
significant changes in the prices of:
- the underlying assets;
- another objective price; and
- economic or other measures making up the relevant index.
Underlying assets could include:
- securities;
- currencies;
- intangibles;
- goods;
- articles; and
- commodities.
The risks associated with a particular indexed note generally depend on
factors over which Citigroup has no control and which cannot readily be
foreseen. These risks include:
- economic events;
- political events; and
- the supply of, and demand for, the underlying assets.
In recent years, currency exchange rates and prices for various underlying
assets have been highly volatile. Such volatility may be expected in the future.
Fluctuations in any such rates or prices that have occurred in the past are not
necessarily indicative, however, of fluctuations that may occur during the term
of any indexed note.
In considering whether to purchase indexed notes, you should be aware that
the calculation of amounts payable on indexed notes may involve reference to:
- an index determined by an affiliate of Citigroup; or
- prices that are published solely by third parties or entities which are
not regulated by the laws of the United States.
The risk of loss as a result of linking of principal or interest payments on
indexed notes to an index and to the underlying assets can be substantial. You
should consult your own financial and legal advisors as to the risks of an
investment in indexed notes.
------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus supplement, the prospectus and any pricing
supplement. Citigroup has not, and the agent has not, authorized any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. Citigroup is
not, and the agent is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the prospectus, as
well as information Citigroup previously filed with the Securities and Exchange
Commission and incorporated by reference, is accurate as of the date of the
applicable document. Citigroup's business, financial condition, results of
operations and prospects may have changed since that date.
S-5
<PAGE> 43
IMPORTANT CURRENCY INFORMATION
Purchasers are required to pay for each note in a currency specified by
Citigroup for such note. If requested by a prospective purchaser of a note
having a specified currency other than U.S. dollars, the agent may at its
discretion arrange for the exchange of U.S. dollars into such specified currency
to enable the purchaser to pay for such note. Each such exchange will be made by
the agent on the terms, conditions, limitations and charges that the agent may
from time to time establish in accordance with its regular foreign exchange
practice shall control the exchange. The purchaser must pay all costs of
exchange.
References in this prospectus supplement to "U.S. dollars," "U.S.$,"
"dollar" or "$" are to the lawful currency of the United States.
S-6
<PAGE> 44
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Medium-Term Senior
Notes, Series C and Medium-Term Subordinated Notes, Series C supplements the
description of the general terms and provisions of the debt securities set forth
in the prospectus. If any specific information regarding the notes in this
prospectus supplement is inconsistent with the more general terms of the debt
securities described in the prospectus, you should rely on the information in
this prospectus supplement.
The pricing supplement for each offering of notes will contain the specific
information and terms for that offering. If any information in the pricing
supplement, including any changes in the method of calculating interest on any
note, is inconsistent with this prospectus supplement, you should rely on the
information in the pricing supplement. The pricing supplement may also add,
update or change information contained in the prospectus and this prospectus
supplement. It is important for you to consider the information contained in the
prospectus, this prospectus supplement and the pricing supplement in making your
investment decision.
GENERAL
Introduction. The senior notes are a series of senior debt securities
issued under Citigroup's senior debt indenture. The subordinated notes are a
series of subordinated debt securities issued under Citigroup's subordinated
debt indenture. At the date of this prospectus supplement, the notes offered
pursuant to this prospectus supplement are limited to an aggregate initial
public offering price or purchase price of up to $8,900,000,000 or its
equivalent in one or more foreign or composite currencies. This amount is
subject to reduction as a result of the sale of other securities under the
registration statement of which this prospectus supplement and the accompanying
prospectus form a part, or under a registration statement to which this
prospectus supplement and the accompanying prospectus also relate.
The amount of notes sold of either series will reduce the amount of notes
of the other series that may be sold. Citigroup reserves the right to withdraw,
cancel or modify the offer made by this prospectus supplement without notice.
The aggregate amount of notes may be increased from time to time to such larger
amount as may be authorized by Citigroup.
The U.S. dollar equivalent of the public offering price or purchase price
of a note having a specified currency other than U.S. dollars will be determined
on the basis of the market exchange rate. This market exchange rate will be the
noon buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York for such
specified currency on the applicable issue date. Such determination will be made
by Citigroup or its agent, as the exchange rate agent for the applicable series
of notes.
Ranking. The senior notes will constitute part of the senior indebtedness
of Citigroup and will rank on an equal basis with all other unsecured debt of
Citigroup other than subordinated debt. The subordinated notes will be
subordinate and junior in the right of payment, to the extent and in the manner
set forth in the subordinated debt indenture, to all senior indebtedness of
Citigroup. See "Description of Debt Securities -- Subordinated Debt" in the
prospectus.
On a consolidated basis, the aggregate principal amount of senior
indebtedness of Citigroup outstanding as of March 31, 2000 was approximately
$73.7 billion. This senior indebtedness consisted of approximately $39.3 billion
of term debt, approximately $18.5 billion of commercial paper and approximately
$15.9 billion of other short-term borrowings.
Forms of Notes. The notes will be issued in fully registered form only,
without coupons. Each note will be issued initially as a book-entry note, which
will be a global security registered in the name of a nominee of DTC, as
depository, or such other depository named in the pricing supplement.
Alternatively, if specified in the applicable pricing supplement, each note will
be issued initially as a certificated note, which will be a certificate issued
in temporary or definitive form. Except as set forth in the prospectus under
"Book-Entry Procedures and Settlement," book-entry notes will not be issuable as
certificated notes. See "Book-Entry System" below.
S-7
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Denominations. Unless otherwise specified in the applicable pricing
supplement, the authorized denominations of notes denominated in U.S. dollars
will be $1,000 and any larger amount that is a whole multiple of $1,000. The
authorized denominations of notes that have a specified currency other than U.S.
dollars will be the approximate equivalents in the specified currency.
Maturity. Unless otherwise specified in the applicable pricing supplement,
each note will mature on a stated maturity date. Such stated maturity date will
be a business day more than nine months from its date of issue, as selected by
the purchaser and agreed to by Citigroup. The stated maturity date may be
extended at the option of Citigroup. Each note may also be redeemed at the
option of Citigroup, or repaid at the option of the holder, prior to its stated
maturity. Each note that has a specified currency of pounds sterling will mature
in compliance with the regulations the Bank of England may promulgate from time
to time.
Additional Information. The pricing supplement relating to a note will
describe the following terms:
- the specified currency for such note;
- whether such note
(1) is a fixed rate note;
(2) is a floating rate note;
(3) is an amortizing note, meaning that a portion or all the principal
amount is payable prior to stated maturity in accordance with a
schedule, by application of a formula, or based on an index; and/or
(4) is an indexed note on which payments of interest or principal may be
linked to the price of one or more securities, currencies,
commodities or other goods;
- the price at which such note will be issued, which will be expressed as a
percentage of the aggregate principal amount or face amount;
- the original issue date on which such note will be issued;
- the date of the stated maturity;
- if such note is a fixed rate note, the rate per annum at which such note
will bear any interest, and whether and the manner in which such rate may
be changed prior to its stated maturity;
- if such note is a floating rate note, relevant terms such as:
(1) the base rate;
(2) the initial interest rate;
(3) the interest reset period or the interest reset dates;
(4) the interest payment dates;
(5) any index maturity;
(6) any maximum interest rate;
(7) any minimum interest rate;
(8) any spread or spread multiplier; and
(9) any other terms relating to the particular method of calculating the
interest rate for such note and whether and how such spread or
spread multiplier may be changed prior to stated maturity;
- whether such note is a note issued originally at a discount;
- if such note is an amortizing note, the terms for repayment prior to
stated maturity;
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<PAGE> 46
- if such note is an indexed note, in the case of an indexed rate note, the
manner in which the amount of any interest payment will be determined or,
in the case of an indexed principal note, its face amount and the manner
in which the principal amount payable at stated maturity will be
determined;
- whether such note may be redeemed at the option of Citigroup, or repaid
at the option of the holder, prior to stated maturity as described under
"Optional Redemption, Repayment and Repurchase" below and the terms of
its redemption or repayment;
- whether such note may have an optional extension beyond its stated
maturity as described under "Extension of Maturity" below;
- whether such note will be represented by a global security or a
certificate issued in definitive form;
- any special United States federal income tax consequences of the
purchase, ownership and disposition of a particular issuance of notes;
- whether such note is a renewable note, and, if so, its specific terms;
- the use of proceeds, if materially different than that disclosed in the
accompanying prospectus; and
- any other terms of such note provided in the accompanying prospectus to
be set forth in a pricing supplement or that are otherwise consistent
with the provisions of the indenture under which such note will be
issued.
As used in this prospectus supplement, business day means:
- for any note, any day that is not a Saturday or Sunday and that, in New
York City, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close;
- for LIBOR notes only, a London business day, which shall be any such day
on which dealings in deposits in U.S. dollars are transacted in the
London interbank market;
- for notes having a specified currency other than U.S. dollars only, other
than notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is
not a day on which banking institutions generally are authorized or
obligated by law to close; and
- for notes denominated in Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System is open.
As used above, a principal financial center means the capital city of the
country issuing the specified currency. However, for U.S. dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and
Swiss francs, the principal financial center will be New York City, Sydney,
Toronto, Frankfurt, Amsterdam, Milan and Zurich, respectively.
PAYMENT OF PRINCIPAL AND INTEREST
Citigroup will pay the principal of, and any premium and interest on, each
note in the specified currency for such note. If the specified currency for a
note is other than U.S. dollars, Citigroup will, unless otherwise specified in
the applicable pricing supplement, arrange to convert all payments in respect of
such note into U.S. dollars in the manner described in the following paragraph.
The holder of a note having a specified currency other than U.S. dollars may, if
stated in the applicable pricing supplement and such note, elect to receive all
payments on such note in the specified currency by delivering a written notice
to the trustee for such note not later than fifteen calendar days prior to the
applicable payment date, except under the circumstances described under "Risk
Factors -- The Unavailability of Currencies Could Result in a Substantial Loss
to You" above. Such election will remain in effect until revoked by a written
notice to such trustee that is received not later than fifteen calendar days
prior to the applicable payment date. If an event of default has occurred or
Citigroup has given notice of redemption of a note, no such change of election
may be made.
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The amount of any U.S. dollar payment on a note having a specified currency
other than U.S. dollars will be determined by the exchange rate agent:
- based on the highest firm bid quotation expressed in U.S. dollars
received by the exchange rate agent at approximately 11:00 a.m., New York
City time, on the second business day preceding the applicable payment
date, or if no such rate is quoted on such date, the last date on which
such rate was quoted;
- from three, or if three are not available, then two, recognized foreign
exchange dealers in New York City, one or more of which may be the agent,
and another of which may be the exchange rate agent, that are selected by
the exchange rate agent; and
- by the quoting dealer for the purchase.
The exchange rate agent will also determine prior to settlement the
aggregate amount of the specified currency payable on a payment date for all
notes denominated in such specified currency. All currency exchange costs will
be deducted from payments to the holders of such notes. If no such bid
quotations are available, the payments will be made in the specified currency,
unless the specified currency is unavailable due to the imposition of exchange
controls or due to other circumstances beyond Citigroup's control. In that case,
such payments will be made as described under "Risk Factors -- The
Unavailability of Currencies Could Result in a Substantial Loss to You" above.
Unless otherwise specified in the applicable pricing supplement, U.S.
dollar payments of interest on notes, other than interest payable at stated
maturity, will be made, except as provided below, by check mailed to the
registered holders of such notes. In the case of global securities representing
book-entry notes, such payments of interest on notes will be made to a nominee
of the depositary. However, in the case of a note issued between a regular
record date and the related interest payment date, interest for the period
beginning on the original issue date for such note and ending on such interest
payment date generally will be paid to the holder on the next succeeding
interest payment date.
A holder of $10,000,000, or its equivalent in a specified currency other
than U.S. dollars, or more in aggregate principal amount of notes of like tenor
and term, will be entitled to receive such U.S. dollar payments by wire transfer
of immediately available funds. However, such a holder is entitled to receive
such payments only if the trustee receives written appropriate wire transfer
instructions for such notes not later than fifteen calendar days prior to the
applicable interest payment date. Unless otherwise specified in the applicable
pricing supplement, principal and any premium and interest payable at the stated
maturity of a note will be paid in immediately available funds upon surrender of
such note at the corporate trust office or agency of the trustee for such note
in New York City.
Unless otherwise specified in this prospectus supplement or the applicable
pricing supplement, any payment required to be made on a note on a date,
including the stated maturity date, that is not a business day for such note
need not be made on such date. A payment may be made on the next succeeding
business day with the same force and effect as if made on such date. No
additional interest will accrue as a result of such delayed payment.
Unless otherwise specified in the applicable pricing supplement, if the
principal of any OID note, other than an indexed note, is declared to be due and
payable immediately as a result of the acceleration of stated maturity, the
amount of principal due and payable relating to such note will be limited to the
aggregate principal amount of such note multiplied by the sum of (1) its issue
price, expressed as a percentage of the aggregate principal amount, plus (2) the
original issue discount amortized from the date of issue to the date of
declaration. Amortization will be calculated using the interest method, computed
in accordance with U.S. generally accepted accounting principles in effect on
the date of declaration.
The regular record date for any interest payment date for a floating rate
note, fixed rate note or an indexed rate note will be the date, whether or not a
business day, fifteen calendar days immediately preceding such interest payment
date.
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FIXED RATE NOTES
Each fixed rate note will bear interest from its original issue date, or
from the last interest payment date to which interest has been paid or duly
provided for, at the rate per annum stated in the applicable pricing supplement
until its principal amount is paid or made available for payment. However, as
described below under "Subsequent Interest Periods" and "Extension of Maturity,"
or as otherwise may be described in the applicable pricing supplement, the rate
of interest payable on fixed rate notes may be adjusted from time to time.
Unless otherwise set forth in the applicable pricing supplement, interest
on each fixed rate note will be payable semiannually in arrears on such dates as
set forth in the applicable pricing supplement, with each such day being an
interest payment date, and at stated maturity. Unless "accrue to pay" is
specified in the applicable pricing supplement or unless otherwise specified in
the applicable pricing supplement, if an interest payment date for any fixed
rate note would otherwise be a day that is not a business day, any payment
required to be made on such note on such date, including the stated maturity
date, may be made on the next succeeding business day with the same force and
effect as if made on such date. No additional interest will accrue as a result
of such delayed payment.
If in connection with any fixed rate note, "accrue to pay" is specified in
the applicable pricing supplement, and any interest payment date for such fixed
rate note would otherwise be a day that is not a business day, such interest
payment date will be postponed to the next succeeding business day. Any payment
of interest on such interest payment date will include interest accrued through
the day before such interest payment date. Unless otherwise specified in the
applicable pricing supplement, interest on fixed rate notes will be computed on
the basis of a 360-day year of twelve 30-day months or, in the case of an
incomplete month, the number of days elapsed.
FLOATING RATE NOTES
The initial interest period is the period from the original issue date to,
but not including, the first interest reset date. Each floating rate note will
bear interest at the initial interest rate set forth, or otherwise described, in
the applicable pricing supplement. The interest reset period is the period from
each interest reset date to, but not including, the following interest reset
date. The initial interest period and any interest reset period is an interest
period. The interest rate for each floating rate note will be determined based
on an interest rate basis, the base rate, plus or minus any spread, or
multiplied by any spread multiplier. A basis point or bp equals one-hundredth of
a percentage point. The spread is the number of basis points that may be
specified in the applicable pricing supplement as applicable to such note. The
spread multiplier is the percentage that may be specified in the applicable
pricing supplement as applicable to such note. As described below under
"Subsequent Interest Periods" and "Extension of Maturity," or as may otherwise
be specified in the applicable pricing supplement, the spread or spread
multiplier on floating rate notes may be adjusted from time to time.
The applicable pricing supplement will designate one of the following base
rates as applicable to a floating rate note:
- the CD Rate;
- the Commercial Paper Rate;
- the Federal Funds Rate;
- LIBOR;
- the Treasury Rate;
- the Prime Rate;
- the J.J. Kenny Rate;
- the Eleventh District Cost of Funds Rate; or
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<PAGE> 49
- such other base rate as is set forth in the applicable pricing supplement
and in such note.
The following terms are used in describing the various base rates.
The "index maturity" for any floating rate note is the period of maturity
of the instrument or obligation from which the base rate is calculated.
"H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or any
successor site or publication.
"Calculation date" means the date by which the calculation agent is to
calculate the interest rate for floating rate notes which will be the earlier of
(1) the tenth calendar day after the related rate determination date, or if any
such day is not a business day, the next succeeding business day or (2) the
business day preceding the applicable interest payment date or the stated
maturity.
As specified in the applicable pricing supplement, a floating rate note may
also have either or both of the following, which will be expressed as a rate per
annum on a simple interest basis:
- maximum interest rate, which will be a maximum limitation, or ceiling, on
the rate at which interest may accrue during any interest period; and/or
- minimum interest rate, which will be a minimum limitation, or floor, on
the rate at which interest may accrue during any interest period.
In addition to any maximum interest rate that may be applicable to any
floating rate note, the interest rate on a floating rate note will in no event
be higher than the maximum rate permitted by applicable law. The notes will be
governed by the law of New York State. As of the date of this prospectus
supplement, the maximum rate of interest under provisions of the New York penal
law, with a few exceptions, is 25% per annum on a simple interest basis. Such
maximum rate of interest only applies to obligations that are less than
$2,500,000.
Citigroup will appoint and enter into agreements with calculation agents to
calculate interest rates on floating rate notes. Unless otherwise specified in
the applicable pricing supplement, The Bank of New York will be the calculation
agent for each senior note that is a floating rate note. Bank One Trust Company,
N.A. (formerly the First National Bank of Chicago) will be the calculation agent
for each subordinated note that is a floating rate note. All determinations of
interest by the calculation agents will, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of the floating rate
notes.
The interest rate on each floating rate note will be reset on an interest
reset date, which means that the interest rate is reset daily, weekly, monthly,
quarterly, semiannually or annually, as specified in the applicable pricing
supplement.
Unless otherwise specified in the applicable pricing supplement, the
interest reset dates will be as follows:
- in the case of floating rate notes that reset daily, each business day;
- in the case of floating rate notes that reset weekly, other than Treasury
Rate notes, the Wednesday of each week;
- in the case of Treasury Rate notes that reset weekly and except as
provided below under "Treasury Rate Notes," the Tuesday of each week;
- in the case of floating rate notes that reset monthly, other than
Eleventh District Cost of Funds Rate notes, the third Wednesday of each
month;
- in the case of floating rate notes that are Eleventh District Cost of
Funds Rate notes, the first calendar day of each month;
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<PAGE> 50
- in the case of floating rate notes that reset quarterly, the third
Wednesday of March, June, September and December of each year;
- in the case of floating rate notes that reset semiannually, the third
Wednesday of each of two months of each year specified in the applicable
pricing supplement; and
- in the case of floating rate notes that reset annually, the third
Wednesday of one month of each year specified in the applicable pricing
supplement.
If an interest reset date for any floating rate note would fall on a day that is
not a business day, such interest reset date will be postponed to the next
succeeding business day. In the case of a LIBOR note, if postponement to the
next business day would cause the interest reset date to be in the next
succeeding calendar month, the interest reset date will instead be the
immediately preceding business day. If an auction of direct obligations of
United States Treasury bills falls on a day that is an interest reset date for
Treasury Rate notes, the interest reset date will be the succeeding business
day.
Unless otherwise specified in the applicable pricing supplement and except
as set forth below, the rate of interest that goes into effect on any interest
reset date will be determined on a rate determination date preceding such
interest reset date, as further described below.
Unless otherwise specified in the applicable pricing supplement, interest
payable on floating rate notes will be the interest accrued from and including
the original issue date or the last date to which interest has been paid, as the
case may be, to but excluding the applicable interest payment date.
Accrued interest on a floating rate note with more than one interest reset
date will be calculated by multiplying the principal amount of the note by an
accrued interest factor. If the floating rate note is an indexed principal note,
the face amount of the note will be multiplied by the accrued interest factor.
The accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified in the applicable pricing supplement, the
interest factor for each such day will be computed by dividing the interest rate
in effect on such day by 360, in the case of CD Rate notes, Commercial Paper
Rate notes, Federal Funds Rate notes, LIBOR notes, Prime Rate notes, J.J. Kenny
Rate notes, and Eleventh District Cost of Funds Rate notes. In the case of
Treasury Rate notes, the interest factor for each such day will be computed by
dividing such interest rate by the actual number of days in the year. The
interest factor will be expressed as a decimal calculated to seven decimal
places without rounding. For purposes of making the foregoing calculation, the
interest rate in effect on any interest reset date will be the applicable rate
as reset on such date.
For all other floating rate notes, accrued interest will be calculated by
multiplying the principal amount of the note by the interest rate in effect
during the period for which accrued interest is being calculated. That product
is then multiplied by the quotient obtained by dividing the number of days in
the period for which accrued interest is being calculated by 360, in the case of
CD Rate notes, Commercial Paper Rate notes, Federal Funds Rate notes, LIBOR
notes, Prime Rate notes, J.J. Kenny Rate notes, and Eleventh District Cost of
Funds Rate notes. In the case of Treasury Rate notes, such product is multiplied
by the quotient obtained by dividing the number of days in the period for which
accrued interest is being calculated by the actual number of days in the year.
Unless otherwise specified in the applicable pricing supplement, all
percentages resulting from any calculation of the rate of interest on a floating
rate note will be rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward. All
currency amounts used in, or resulting from, such calculation on floating rate
notes will be rounded to the nearest one-hundredth of a unit. For purposes of
such rounding, .005 of a unit shall be rounded upward.
Unless otherwise indicated in the applicable pricing supplement and except
as provided below, interest will be payable as follows.
- In the case of floating rate notes that reset daily, weekly or monthly,
other than Eleventh District Cost of Funds Rate notes, interest will be
payable on the third Wednesday of each month or on the
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third Wednesday of March, June, September and December of each year, as
specified in the applicable pricing supplement.
- In the case of Eleventh District Cost of Funds Rate notes, interest will
be payable on the first calendar day of each March, June, September and
December.
- In the case of floating rate notes that reset quarterly, interest will be
payable on the third Wednesday of March, June, September, and December of
each year.
- In the case of floating rate notes that reset semiannually, interest will
be payable on the third Wednesday of each of two months of each year
specified in the applicable pricing supplement.
- In the case of floating rate notes that reset annually, interest will be
payable on the third Wednesday of one month of each year specified in the
applicable pricing supplement.
In each of these cases, interest will also be payable at maturity.
If an interest payment date for any floating rate note would fall on a day
that is not a business day, such interest payment date will be postponed to the
next succeeding business day. In the case of a LIBOR note, if postponement to
the next business day would cause the interest payment date to be in the next
succeeding calendar month, the interest payment date will instead be the
immediately preceding business day.
If for any floating rate note, the applicable pricing supplement provides
that the note does not accrue to pay, and if an interest payment date for such
floating rate note would otherwise be a day that is not a business day, such
interest payment date will not be postponed. Any payment required to be made on
such floating rate note, however, may be made on the next succeeding business
day with the same force and effect as if made on the due date. No additional
interest will accrue as a result of such delayed payment.
Upon the request of the holder of any floating rate note, the calculation
agent for such note will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next interest
reset date for such floating rate note.
CD Rate Notes. Each CD Rate note will bear interest for each interest
reset period at an interest rate equal to the CD Rate and any spread or spread
multiplier specified in such note and in the applicable pricing supplement.
The calculation agent will determine the CD Rate on each CD Rate
determination date. The CD Rate determination date is the second business day
prior to the interest reset date for each interest reset period for negotiable
certificates of deposit having the index maturity designated in the applicable
pricing supplement as published in H.15(519) under the heading "CDs (Secondary
Market)."
The following procedures will be followed if the CD Rate cannot be
determined as described above.
- If the above rate is not published prior to 3:00 p.m., New York City
time, on the calculation date pertaining to the CD Rate determination
date, then the CD Rate for such interest reset period will be the rate on
that date for negotiable certificates of deposit of the index maturity
designated in the applicable pricing supplement as published in the H.15
Daily Update.
- If by 3:00 p.m., New York City time, on the calculation date, the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the CD Rate will be the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on that date
of three leading nonbank dealers in negotiable U.S. dollar certificates
of deposit in New York City selected by the calculation agent for
negotiable certificates of deposit of major United States money center
banks of the highest credit standing, in the market for negotiable
certificates of deposit, with a remaining maturity closest to the index
maturity designated in the pricing supplement in a denomination of
$5,000,000.
- If the dealers selected by the calculation agent, however, are not
quoting offered rates as mentioned in the preceding sentence, the CD Rate
for such interest reset period will be the same as the CD Rate for the
immediately preceding interest reset period. If there was no such
interest reset period, the CD Rate will be the initial interest rate.
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CD Rate notes, like other notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
Commercial Paper Rate Notes. Each Commercial Paper Rate note will bear
interest for each interest reset period at an interest rate equal to the
Commercial Paper Rate and any spread or spread multiplier, specified in such
note and the applicable pricing supplement.
The calculation agent will determine the Commercial Paper Rate on each
Commercial Paper Rate determination date. The Commercial Paper Rate
determination date is the second business day prior to the interest reset date
for each interest reset period. The Commercial Paper Rate will be the money
market yield on that date of the rate for commercial paper having the index
maturity specified in the applicable pricing supplement, as such rate will be
published in H.15(519) under the heading "Commercial Paper -- Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above.
- If such rate is not published prior to 3:00 p.m., New York City time, on
the calculation date pertaining to the Commercial Paper Rate
determination date, then the Commercial Paper Rate for such interest
reset period will be the money market yield on that date of the rate for
commercial paper of the specified index maturity as published in the H.15
Daily Update under the heading "Commercial Paper -- Nonfinancial."
- If by 3:00 p.m., New York City time, on such calculation date, the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the Commercial Paper Rate for such interest reset period
will be the money market yield of the arithmetic mean of the offered
rates, as of 11:00 a.m., New York City time, on that date, of three
leading dealers of commercial paper in New York City selected by the
calculation agent for such Commercial Paper Rate note for commercial
paper of the specified index maturity placed for an industrial issuer
whose bonds are rated "AA" or the equivalent by a nationally recognized
rating agency.
- If the dealers selected by such calculation agent, however, are not
quoting offered rates as mentioned in the preceding sentence, the
Commercial Paper Rate for such interest reset period will be the same as
the Commercial Paper Rate for the immediately preceding interest reset
period. If there was no such interest reset period, the Commercial Paper
Rate will be the initial interest rate.
Money market yield will be calculated as follows:
<TABLE>
<S> <C> <C> <C>
D X 360
money market yield = ------------- X 100
360 - (D X M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the specified index maturity.
Federal Funds Rate Notes. Each Federal Funds Rate note will bear interest
for each interest reset period at an interest rate equal to the Federal Funds
Rate and any spread or spread multiplier specified in such note and the
applicable pricing supplement.
The calculation agent will determine the Federal Funds Rate on each Federal
Funds Rate determination date. The Federal Funds Rate determination date is the
second business day prior to the interest reset date for such interest reset
period. The Federal Funds Rate will be the rate for Federal Funds as published
in H.15(519) under the heading "Federal Funds (Effective)."
The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above.
- If the above rate is not published prior to 3:00 p.m., New York City
time, on the calculation date pertaining to the Federal Funds Rate
determination date, the Federal Funds Rate for such interest reset period
will be the rate on that date as published in the H.15 Daily Update under
the heading "Federal Funds/Effective Rate."
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- If by 3:00 p.m., New York City time, on such calculation date the above
rate is not yet published in either H.15(519) or in the H.15 Daily
Update, then the Federal Funds Rate for such interest reset period will
be the rate on that date which the Federal Reserve Bank of New York makes
publicly available that is equivalent to the rate which appears in
H.15(519) under the heading "Federal Funds (Effective)."
- If such rate, however, is not made publicly available by the Federal
Reserve Bank of New York by 3:00 p.m., New York City time, on such
calculation date, the Federal Funds Rate for such interest reset period
will be the same as the Federal Funds Rate in effect for the immediately
preceding interest reset period. If there was no such interest reset
period, the Federal Funds Rate will be the initial interest rate.
In the case of a Federal Funds Rate note that resets daily, the interest
rate on such note for the period from and including a Monday to but excluding
the succeeding Monday will be reset by the calculation agent for such note on
such second Monday, or, if not a business day, on the next succeeding business
day, to a rate equal to the average of the Federal Funds Rates in effect for
each such day in such week.
LIBOR Notes. Each LIBOR note will bear interest for each interest reset
period at an interest rate equal to LIBOR and any spread or spread multiplier
specified in such note and the applicable pricing supplement.
The calculation agent will determine LIBOR on each LIBOR determination
date. The LIBOR determination date is the second London banking day prior to the
interest reset date for each interest reset period.
On a LIBOR determination date, the calculation agent will determine LIBOR
for each interest reset period as follows.
The calculation agent will determine the offered rates for deposits in the
specified currency for the period of the index maturity specified in the
applicable pricing supplement, commencing on such interest reset date, which
appears on the "designated LIBOR page" at approximately 11:00 a.m., London time,
on that date.
- If "LIBOR Telerate" is designated in the applicable pricing supplement,
"designated LIBOR page" means the display designated as page "3750" on
the Bridge Telerate Service, and LIBOR will be the relevant offered rate
determined by the calculation agent. If page "3750" on the Bridge
Telerate Service is replaced by another page, or if the Bridge Telerate
Service is replaced by a nominee of the British Bankers' Association,
then "LIBOR Telerate" means the replacement page or service selected to
display the London interbank offered rates of major banks.
- If "LIBOR Reuters" is designated in the applicable pricing supplement,
"designated LIBOR page" means the arithmetic mean determined by the
calculation agent of the two or more offered rates on the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service. If
the LIBO page on such service is replaced by another page, or if the
Reuters Monitor Money Rates Service is replaced by a nominee of the
British Bankers' Association, then "LIBOR Reuters" means the arithmetic
mean determined by the calculation agent of the two or more offered rates
on the replacement page or service selected to display the London
interbank offered rates of major banks.
If LIBOR cannot be determined on a LIBOR determination date as described
above, then the calculation agent will determine LIBOR as follows.
- The calculation agent for such LIBOR note will select four major banks
in the London interbank market.
- The calculation agent will request that the principal London offices
of those four selected banks provide their offered quotations to prime
banks in the London interbank market at approximately 11:00 a.m.,
London time, on the LIBOR determination date. These quotations
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shall be for deposits in the specified currency for the period of the
specified index maturity, commencing on such interest reset date.
Offered quotations must be based on a principal amount equal to at
least $1,000,000 or the approximate equivalent in the specified
currency that is representative of a single transaction in such market
at such time.
(1) If two or more quotations are provided, LIBOR for such interest reset
period will be the arithmetic mean of such quotations.
(2) If less than two quotations are provided, the calculation agent will
select three major banks in New York City and follow the steps in the
two bullet points below.
- The calculation agent will then determine LIBOR for such interest
reset period as the arithmetic mean of rates quoted by those three
major banks in New York City to leading European banks at
approximately 11:00 a.m., New York City time, on such LIBOR
determination date. The rates quoted will be for loans in the
specified currency, for the period of the specified index maturity,
commencing on the interest reset date. Rates quoted must be based on a
principal amount of at least $1,000,000 or the approximate equivalent
in the specified currency that is representative of a single
transaction in such market at such time.
- If fewer than three New York City banks selected by the calculation
agent are quoting rates, LIBOR for such interest reset period will be
the same as for the immediately preceding interest reset period. If
there was no such interest reset period, the LIBOR Rate will be the
initial interest rate.
Treasury Rate Notes. Each Treasury Rate note will bear interest for each
interest reset period at an interest rate equal to the Treasury Rate and any
spread or spread multiplier, specified in such note and the applicable pricing
supplement.
Treasury Rate Notes other than Constant Maturity Treasury Rate Notes
Unless "Constant Maturity" is specified in the applicable pricing
supplement, the Treasury Rate for each interest reset period will be the rate
for the auction held on the Treasury Rate determination date for such interest
reset period of treasury securities as such rate appears on either Telerate page
56 or Telerate page 57 under the heading "AVGE INVEST YIELD." Treasury
securities are direct obligations of the United States that have the index
maturity specified in the applicable pricing supplement.
If the Treasury Rate cannot be determined as described above, the following
procedures will be followed in the order set forth below.
(1) If the Treasury rate is not published prior to 3:00 P.M., New York City
time on the calculation date pertaining to the Treasury Rate
determination date, then the Treasury Rate for the interest reset
period will be the auction average rate on the Treasury Rate
determination date as otherwise announced by the United States
Department of the Treasury. The auction average rate will be expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis.
(2) If the results of such auction are not published or reported as
provided in (1) above by 3:00 P.M., New York City time, on such
calculation date, or if no such auction is held on the Treasury Rate
determination date, then the Treasury Rate for such interest reset
period will be calculated by the calculation agent for such Treasury
Rate note. In this case, the Treasury Rate will be a yield to maturity
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Treasury Rate
determination date, of three leading primary United States government
securities dealers selected by the calculation agent for the issue of
treasury securities with a remaining maturity closest to the specified
index maturity. The yield to maturity will be expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis.
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(3) If the dealers selected by the calculation agent are not quoting bid
rates as mentioned in (2) above, then the Treasury Rate for such
interest reset period will be the same as the Treasury Rate for the
immediately preceding interest reset period. If there was no preceding
interest reset period, the Treasury Rate will be the initial interest
rate.
The Treasury Rate determination date for each interest reset period will be
the day of the week in which the interest reset date for such interest reset
period falls on which treasury securities would normally be auctioned.
Treasury securities are normally sold at auction on Monday of each week
unless that day is a legal holiday. In that case the auction is normally held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is held on the
preceding Friday, such Friday will be the Treasury Rate determination date
pertaining to the interest reset period commencing in the next succeeding week.
If an auction date falls on any day that would otherwise be an interest reset
date for a Treasury Rate note, then that interest reset date will instead be the
business day immediately following the auction date.
Constant Maturity Treasury Rate Notes
If "Constant Maturity" is specified in the applicable pricing supplement,
the Treasury Rate for each interest reset period will be the rate displayed on
the designated CMT Telerate page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the designated CMT maturity index in the
following manner.
- If the designated CMT Telerate page is 7051, the Treasury Rate will be
the rate on the Constant Maturity Treasury Rate determination date.
- If the designated CMT Telerate page is 7052, the Treasury Rate will be
the average for the week or for the month, as specified in the applicable
pricing supplement, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate
determination date occurs.
If such rate does not appear on such designated CMT Telerate page as
indicated above, the following procedures will be followed in the order set
forth below.
(1) If the rate is no longer displayed on the relevant page or is not
displayed by 3:00 P.M., New York City time on the related calculation
date, then the Treasury Rate for the Constant Maturity Treasury Rate
determination date will be such Treasury Constant Maturity Rate for the
designated CMT maturity index as published in the relevant H.15(519).
(2) If this rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related calculation date, then the Treasury
Rate on the Constant Maturity Treasury Rate determination date will be
the treasury constant maturity rate for the designated CMT maturity
index, or other United States Treasury rate for the designated CMT
maturity index, for the Constant Maturity Treasury Rate determination
date for such interest reset date as may then be published by either
the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury. The calculation agent will make the
determination as to which of such rates is comparable to the rate
formerly displayed on the designated CMT Telerate page and published in
the relevant H.15(519).
(3) If this information is not provided by 3:00 P.M., New York City time,
on the related calculation date, then the calculation agent will
calculate the Treasury Rate on the Constant Maturity Treasury Rate
determination date as follows.
- The Treasury Rate will be a yield to maturity based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on the Constant Maturity
Treasury Rate determination date reported, according to their written
records, by three leading U.S. government securities dealers in New
York City, for Treasury
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notes. The Treasury notes will be the most recently issued direct
noncallable fixed rate obligations of the United States, with an
original maturity of approximately the designated CMT maturity index
and a remaining term to maturity of not less than such designated CMT
maturity index minus one year.
- The three government securities dealers referenced above will be
identified from five such dealers who are selected by the calculation
agent, one of which may be the agent, by eliminating the dealers with
the highest and lowest quotations, or in the event of equality, one of
the highest and/or lowest quotation, as the case may require.
- If three or four, but not five, of such dealers provide quotations as
described above, then the Constant Maturity Treasury Rate will be
based on the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated.
(4) If the calculation agent is unable to obtain three such Treasury note
quotations as described in (3) above, the Treasury Rate on such
Constant Maturity Treasury Rate determination date will be calculated
by the calculation agent as follows.
- The rate will be a yield to maturity based on the arithmetic mean of
the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the Constant Maturity Treasury Rate
determination date reported, according to their written records, by
three leading U.S. government securities dealers in New York City, for
Treasury notes with an original maturity of the number of years that
is the next highest to the designated CMT maturity index and a
remaining maturity closest to the index maturity specified in the
applicable pricing supplement, and in an amount that is representative
for a single transaction in that market at that time.
- If two Treasury notes with an original maturity, as described above,
have remaining terms to maturity equally close to the designated CMT
maturity index, the calculation agent will obtain quotations for the
Treasury note with the shorter remaining term to maturity and will use
such quotations to calculate the Treasury Rate as set forth above.
- The three government securities dealers referenced above will be
identified from five such dealers who are selected by the calculation
agent, one of which may be the agent, by eliminating the dealers with
the highest and lowest quotations, or in the event of equality, one of
the highest and/or lowest quotation, as the case may require.
- If three or four, but not five, of such dealers provide quotations as
described above, then the Treasury Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest
nor the lowest of such quotes will be eliminated.
(5) If fewer than three dealers selected by the calculation agent provide
quotations as described in (4) above, the Treasury Rate determined as
of the Constant Maturity Treasury Rate determination date will be the
Treasury Rate in effect on such Constant Maturity Treasury Rate
determination date.
"Designated CMT Telerate page" means the display on the Bridge Telerate
Service, or any successor service on the page specified in the applicable
pricing supplement, or any other page as may replace such page on that service,
or any successor service, for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable pricing supplement, the designated CMT Telerate page will be 7052,
for the most recent week.
"Designated CMT maturity index" means the original period to maturity of
the U.S. Treasury securities, either one, two, three, five, seven, ten, twenty
or thirty years, specified in the applicable pricing supplement for which the
Treasury Rate will be calculated. If no such maturity is specified in the
applicable pricing supplement, the designated CMT maturity index will be two
years.
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The "Constant Maturity Treasury Rate determination date" will be the second
business day prior to the interest reset date for the applicable interest reset
period.
The CMT Rate for a Treasury security maturity as published as of any
business day is intended to be indicative of the yield of a U.S. Treasury
security having as of such business day a remaining term to maturity equivalent
to such maturity. The CMT Rate as of any business day is based upon an
interpolation by the U.S. Treasury of the daily yield curve of outstanding
Treasury securities. This yield curve, which relates the yield on a security to
its time to maturity, is based on the over-the-counter market bid yields on
actively traded Treasury securities. Such yields are calculated from composites
of quotations reported by leading U.S. government securities dealers, which may
include one or more of the calculation agents or other affiliates of Citigroup.
Certain constant maturity yield values are read from the yield curve. Such
interpolation from the yield curve provides a theoretical yield for a Treasury
security having ten years to maturity, for example, even if no outstanding
Treasury security has as of such date exactly ten years remaining to maturity.
Prime Rate Notes. Prime Rate notes will bear interest at a rate equal to
the Prime Rate and any spread or spread multiplier specified in the Prime Rate
notes and the applicable pricing supplement.
The calculation agent will determine the Prime Rate for each interest reset
period on each Prime Rate determination date. The Prime Rate determination date
is the second business day prior to the interest reset date for each interest
reset period. The Prime Rate will be the rate made available and subsequently
published on that date in H.15(519) under the heading "Bank Prime Loan."
The following procedures will be followed if the Prime Rate cannot be
determined as described above.
- If the rate is not published prior to 9:00 A.M., New York City time, on
the related calculation date, then the Prime Rate will be the rate on the
Prime Rate determination date that is published in the H.15 Daily Update
under the heading "Bank Prime Loan."
- If the rate is not published prior to 3:00 P.M., New York City time, on
the related calculation date, in either of those sources, then the Prime
Rate will be the arithmetic mean of the rates of interest that appear on
the Reuters Screen USPRIME1 Page as such bank's prime rate or base
lending rate for the Prime Rate determination date.
- If fewer than four such rates appear on the Reuters Screen USPRIME1 Page,
then the calculation agent will select four major banks in New York City.
The Prime Rate will be the arithmetic mean of the prime rates quoted by
those four banks on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on the Prime Rate
determination date.
- If all four of the banks selected by the calculation agent do not provide
quotations, then the Prime Rate will be the arithmetic mean of four prime
rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on the Prime Rate
determination date. These Prime Rate quotes will be provided by the
selected banks and by a reasonable number of substitute domestic banks or
trust companies that the calculation agent will select that have total
equity capital of at least $500,000,000.
- If the banks or trust companies that the calculation agent selects do not
provide quotations as described above, then the Prime Rate will remain
the same as the Prime Rate in effect on the Prime Rate determination
date.
"Reuters Screen USPRIME1 page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service, or any successor service
or page, for the purpose of displaying prime rates or base lending rates of
major United States banks.
J.J. Kenny Rate Notes. J.J. Kenny Rate notes will bear interest at the
interest rates, calculated based on the J.J. Kenny Rate and any spread and/or
spread multiplier specified in the J.J. Kenny Rate notes and the applicable
pricing supplement.
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The calculation agent will determine the J.J. Kenny Rate on each J.J. Kenny
Rate determination date. The J.J. Kenny Rate determination date is the second
business day prior to the interest reset date for each interest reset period.
The J.J. Kenny Rate will be the per annum rate on such date equal to the
index made available and subsequently published by Kenny Information Systems or
its successor. Such rate will be based upon 30-day yield evaluations at par of
bonds of not less than five "high grade" component issuers. The bonds evaluated
will be bonds on which the interest is excludable from gross income for federal
income tax purposes under the Internal Revenue Code of 1986. Kenny Information
Systems will select such issuers from time to time, including issuers of general
obligation bonds. However, the bonds on which the index is based will not
include any bonds the interest on which may trigger an "alternate minimum tax"
or similar tax under the Code, unless such tax may be imposed on all tax-exempt
bonds.
The following procedure will be followed if the J.J. Kenny Rate cannot be
determined as described above.
If such rate is not made available by 3:00 P.M., New York City time, on the
calculation date pertaining to such J.J. Kenny Rate determination date, the J.J.
Kenny Rate will be the rate quoted by a successor indexing agent selected by
Citigroup. This rate will be equal to the prevailing rate for bonds included in
the highest short-term rating category by Moody's Investors Service, Inc. and
Standard & Poor's Corporation for issuers selected by such successor indexing
agent most closely resembling the "high grade" component issuers selected by
Kenny Information Systems. The bonds for which rates are quoted will be bonds
that may be tendered by their holders for purchase on not more than seven days'
notice and the interest on which:
- is variable on a weekly basis;
- is excludable from gross income for federal income tax purposes under the
Code; and
- does not give rise to an "alternate minimum tax" or similar tax under the
Code, unless all tax-exempt bonds give rise to such a tax.
However, if a successor indexing agent is not available, the J.J. Kenny Rate on
the J.J. Kenny Rate determination date will be the J.J. Kenny Rate for the
immediately preceding interest reset period. If there was no such interest reset
period, the J.J. Kenny Rate will be the initial interest rate.
Eleventh District Cost of Funds Rate Notes. Eleventh District Cost of
Funds Rate notes will bear interest at the interest rates, calculated based on
the Eleventh District Cost of Funds Rate and any spread and/or spread
multiplier, specified in the Eleventh District Cost of Funds Rate notes and the
applicable pricing supplement.
The calculation agent will determine the Eleventh District Cost of Funds
Rate on each Eleventh District Cost of Funds Rate determination date. The
Eleventh District Cost of Funds Rate determination date is the last working day
of the month immediately prior to each interest reset date for each interest
reset period on which the Federal Home Loan Bank of San Francisco publishes the
Eleventh District Cost of Funds Index.
The Eleventh District Cost of Funds Rate will be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate determination date as set forth under the
caption "Eleventh District" on the Telerate page 7058. Such page will be deemed
to include any successor page, determined by the calculation agent, as of 11:00
A.M., San Francisco time, on the Eleventh District Cost of Funds Rate
determination date.
The following procedures will be followed if the Eleventh District Cost of
Funds Rate cannot be determined as described above.
- If the rate does not appear on Telerate page 7058 on any related Eleventh
District Cost of Funds Rate determination date, the Eleventh District
Cost of Funds Rate for the Eleventh District Cost of Funds Rate
determination date will be the Eleventh District Cost of Funds Rate
Index.
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- If the FHLB of San Francisco fails to announce such rate for the calendar
month next preceding such Eleventh District Cost of Funds Rate
determination date, then the Eleventh District Cost of Funds Rate for
such date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate determination date.
The "Eleventh District Cost of Funds Rate Index" will be the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that the FHLB of San Francisco most recently
announced as the cost of funds for the calendar month preceding the date of such
announcement.
Inverse Floating Rate Notes. Any floating rate note may be designated in
the applicable pricing supplement as an inverse floating rate note. In such an
event, unless otherwise specified in the applicable pricing supplement, the
interest rate on such floating rate note will be equal to:
- in the case of the period, if any, commencing on the issue date, or the
date on which such note otherwise begins to accrue interest if different
from the issue date, up to the first interest reset date, a fixed rate of
interest established by Citigroup as described in the applicable pricing
supplement; and
- in the case of each period commencing on an interest reset date, a fixed
rate of interest specified in the pricing supplement minus the interest
rate determined based on the base rate as adjusted by any spread and/or
spread multiplier.
However, on any inverse floating rate note, (1) the interest rate will not be
less than zero and (2) the interest rate in effect for the ten days immediately
prior to the date of maturity of such inverse floating rate note will be that in
effect on the tenth day preceding such date.
Floating/Fixed Rate Notes. The applicable pricing supplement may provide
that a note will be a floating rate note for a specified portion of its term and
a fixed rate note for the remainder of its term. In such an event, the interest
rate on such note will be determined as if it were a floating rate note and a
fixed rate note for each such respective period, all as specified in such
applicable pricing supplement.
SUBSEQUENT INTEREST PERIODS
The pricing supplement relating to each note will indicate whether
Citigroup has the option to reset the interest rate, or the spread, spread
multiplier, or method of calculation, as the case may be, for such note. If
Citigroup has the option to reset, the pricing supplement will also indicate the
optional reset date or dates on which such interest rate or such spread, spread
multiplier, or method of calculation, as the case may be, may be reset.
Citigroup shall notify the trustee whether or not it intends to exercise
such option relating to such note at least 45 but not more than 60 days prior to
an optional reset date for such note. Not later than 40 days prior to such
optional reset date, the trustee will mail to the holder of such note a reset
notice first class, postage prepaid, indicating whether Citigroup has elected to
reset the interest rate, or the spread, spread multiplier or method of
calculation, as the case may be.
If Citigroup elects to reset the interest rate, or the spread, spread
multiplier or method of calculation, as the case may be, the trustee will mail
to the holder in a manner described above a notice indicating such new interest
rate or such new spread, spread multiplier, or method of calculation, as the
case may be. The notice will also indicate any provisions for redemption during
the subsequent interest period. The subsequent interest period is the period
from such optional reset date to the next optional reset date or, if there is no
such next optional reset date, to the stated maturity of such note, including
the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during such subsequent interest
period.
Upon the transmittal by the trustee of a reset notice to the holder of a
note, such new interest rate or such new spread, spread multiplier, and/or
method of calculation as the case may be, will take effect
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automatically. Except as modified by the reset notice and as described below,
such note will have the same terms as prior to the transmittal of such reset
notice.
Despite the foregoing, not later than 20 days prior to an optional reset
date for a note, Citigroup may, at its option, revoke the interest rate, or the
spread or spread multiplier, provided for in the reset notice relating to such
optional reset date and establish a higher interest rate, or a higher spread or
spread multiplier, as applicable, for the subsequent interest period commencing
on such optional reset date.
Citigroup can make such revocations by causing the trustee for such note to
mail notice of such higher interest rate or higher spread or spread multiplier,
as the case may be, first class, postage prepaid, to the holder of such note.
Such notice shall be irrevocable. All notes for which the interest rate or
spread or spread multiplier is reset on an optional reset date will bear such
higher interest rate, or higher spread or spread multiplier, as the case may be,
whether or not tendered for repayment.
The holder of a note will have the option to elect repayment of such note
by Citigroup on each optional reset date at a price equal to the principal
amount of such note plus interest accrued to such optional reset date. In order
for a note to be repaid on an optional reset date, the holder of such note must
follow the procedures set forth below under "Optional Redemption, Repayment and
Repurchase" for optional repayment. However, the period for delivery of such
note or notification to the trustee for such note will be at least 25 but not
more than 35 days prior to such optional reset date. Further, a holder who has
tendered a note for repayment pursuant to a reset notice may, by written notice
to the trustee for such note, revoke any such tender for repayment until the
close of business on the tenth day prior to such optional reset date.
AMORTIZING NOTES
Citigroup may from time to time offer amortizing notes on which a portion
or all the principal amount is payable prior to stated maturity
- in accordance with a schedule;
- by application of a formula; or
- based on an index.
Further information concerning additional terms and conditions of any amortizing
notes, including terms for repayment of such notes, will be set forth in the
applicable pricing supplement.
INDEXED NOTES
Citigroup may from time to time offer indexed notes on which some or all
interest payments, in the case of an indexed rate note, and/or the principal
amount payable at stated maturity or earlier redemption or retirement, in the
case of an indexed principal note, is determined based on:
- the principal amount of such notes or, in the case of an indexed
principal note, the amount designated in the applicable pricing
supplement as the "face amount" of such indexed note; and
- an index, which may be based on
(1) prices, changes in prices, or differences between prices, of
securities, currencies, intangibles, goods, articles or
commodities;
(2) the application of a formula; or
(3) an index which shall be such other objective price, economic or
other measures as are described in the applicable pricing
supplement.
A description of the index used in any determination of an interest or principal
payment, and the method or formula by which interest or principal payments will
be determined based on such index, will be set forth in the applicable pricing
supplement.
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If a fixed rate note, floating rate note or indexed rate note is also an
indexed principal note, the amount of any interest payment will be determined
based on the face amount of such indexed note unless specified otherwise in the
applicable pricing supplement. If an indexed note is also an indexed principal
note, the principal amount payable at stated maturity or any earlier redemption
or repayment of the indexed note may be different from the face amount.
If a third party is appointed to calculate or announce the index for a
particular indexed note, and the third party either (1) suspends the calculation
or announcement of such index or (2) changes the basis upon which such index is
calculated in a manner that is inconsistent with the applicable pricing
supplement, then Citigroup will select another third party to calculate or
announce the index. The agent or another affiliate of Citigroup may be either
the original or successor third party selected by Citigroup.
If for any reason such index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then any indexed interest payments or any indexed principal amount of
such indexed note will be calculated in the manner set forth in the applicable
pricing supplement. Any determination by the selected third party will be
binding on all parties, except in the case of an obvious error.
Unless otherwise specified in the applicable pricing supplement, for the
purpose of determining whether holders of the requisite principal amount of
notes outstanding under the applicable indenture have made a demand or given a
notice or waiver or taken any other action, the outstanding principal amount of
indexed notes will be deemed to be the face amount stated on such notes. Unless
otherwise specified in the applicable pricing supplement, in the event of an
acceleration of the stated maturity of an indexed note, the principal amount
payable to the holder of such note upon acceleration will be the principal
amount determined based on the formula used to determine the principal amount of
such note on the stated maturity of such note, as if the date of acceleration
were the stated maturity.
An investment in indexed notes has significant risks, including wide
fluctuations in market value as well as in the amounts of payments due, that are
not associated with a similar investment in a conventional debt security. Such
risks depend on a number of factors including supply and demand for the
particular security, currency, commodity or other good or article to which the
note is indexed and economic and political events over which Citigroup has no
control.
Fluctuations in the price of any particular security or commodity, in the
rates of exchange between particular currencies or in particular indices that
have occurred in the past are not necessarily indicative, however, of
fluctuations in the price or rates of exchange that may occur during the term of
any indexed notes. Accordingly, prospective investors should consult their own
financial and legal advisors as to the risks of investment in indexed notes.
DUAL CURRENCY NOTES
Citigroup may from time to time offer dual currency notes on which
Citigroup has a one time option of making all payments of principal, any premium
and interest on such notes which are issued on the same day and have the same
terms, the payments on which would otherwise be made in the specified currency
of such notes, in the optional payment currency specified in the applicable
pricing supplement. Such option will be exercisable in whole but not in part on
an option election date, which will be any one of the dates specified in the
applicable pricing supplement. Information as to the relative value of the
specified currency compared to the optional payment currency will be set forth
in the applicable pricing supplement.
The pricing supplement for each issuance of dual currency notes will
specify, among other things,
- the specified currency;
- the optional payment currency; and
- the designated exchange rate.
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Such designated exchange rate will be a fixed exchange rate used for
converting amounts denominated in the specified currency into amounts
denominated in the optional payment currency. The pricing supplement will also
specify the option election dates and interest payment dates for the related
issuance of dual currency notes. Each option election date will be a particular
number of days before an interest payment date or stated maturity, as set forth
in the applicable pricing supplement. Each option election date will be the date
on which Citigroup may select whether to make all scheduled payments due
thereafter in the optional payment currency rather than in the specified
currency.
If Citigroup makes such an election, the amount payable in the optional
payment currency will be determined using the designated exchange rate specified
in the applicable pricing supplement. If such election is made, notice of such
election will be mailed in accordance with the terms of the applicable tranche
of dual currency notes within two business days of the option election date.
Such notice will state (1) the first date, whether an interest payment date
and/or stated maturity, on which scheduled payments in the optional payment
currency will be made and (2) the designated exchange rate. Any such notice by
Citigroup, once given, may not be withdrawn. The equivalent value in the
specified currency of payments made after such an election may be less, at the
then current exchange rate, than if Citigroup had made such payment in the
specified currency.
For United States federal income tax purposes, holders of dual currency
notes may need to comply with rules which differ from the general rules
applicable to holders of other types of notes offered by this prospectus
supplement. The United States federal income tax consequences of the purchase,
ownership and disposition of dual currency notes will be set forth in the
applicable pricing supplement.
RENEWABLE NOTES
Citigroup may from time to time offer renewable notes, which will mature on
an initial maturity date. Such initial maturity date will be an interest payment
date specified in the applicable pricing supplement occurring in, or prior to,
the twelfth month following the original issue date of such notes, unless the
term of all or any portion of any such notes is renewed in accordance with the
procedures described below.
The term of a renewable note may be extended to the interest payment date
occurring in the twelfth month, or, if a special election interval is specified
in the applicable pricing supplement, the last month in a period equal to twice
the special election interval elected by the holder after such renewal date.
Such an extension may be made on the initial renewal date. That date will be the
interest payment date occurring in the sixth month, unless a special election
interval is specified in the applicable pricing supplement, prior to the initial
maturity date of a renewable note and on the interest payment date occurring in
each sixth month, or in the last month of each special election interval, after
such initial renewal date which, together with the initial renewal date,
constitutes a renewal date.
If a holder does not elect to extend the term of any portion of the
principal amount of a renewable note during the specified period prior to any
renewal date, such portion will become due and payable on the new maturity date.
Such new maturity date will be the interest payment date occurring in the sixth
month, or the last month in the special election interval, after such renewal
date.
A holder of a renewable note may elect to renew the term of such renewable
note, or if so specified in the applicable pricing supplement, any portion of
such renewable note, by delivering a notice to such effect to the trustee or any
duly appointed paying agent at the corporate trust office of the trustee or
agency of the trustee in New York City. Such notice will be delivered not less
than 15 nor more than 30 days prior to such renewal date, unless another period
is specified in the applicable pricing supplement as the special election
period. Such election will be irrevocable and will be binding upon each
subsequent holder of such renewable note.
An election to renew the term of a renewable note may be exercised for less
than the entire principal amount of such renewable note only if so specified in
the applicable pricing supplement and only in such principal amount, or any
integral multiple in excess of such amount, that is specified in the applicable
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pricing supplement. Despite the foregoing, the term of the renewable notes may
not be extended beyond the stated maturity specified for such renewable notes in
the applicable pricing supplement.
If the holder does not elect to renew the term, such renewable note must be
presented to the trustee, or any duly appointed paying agent. If such renewable
note is a certificate issued in definitive form, it must be presented to the
trustee as soon as practicable following receipt of such renewable note. The
trustee, or any duly appointed paying agent, will issue in exchange for such
note, in the name of such holder, a note. The note will be in a principal amount
equal to the principal amount of such exchanged renewable note for which no
election to renew such term was exercised, with terms identical to those
specified on such renewable note. However, such note will have a fixed,
nonrenewable stated maturity on the new maturity date.
If an election to renew is made for less than the full principal amount of
a holder's renewable note, the trustee, or any duly appointed paying agent, will
issue in exchange for such note in the name of such holder, a replacement
renewable note. The replacement renewable note will be in a principal amount
equal to the principal amount elected to be renewed of such exchanged renewable
note, with terms otherwise identical to such exchanged renewable note.
EXTENSION OF MATURITY
The pricing supplement relating to each note will indicate whether
Citigroup has the option to extend the stated maturity of such note for an
extension period. Such an extension period is one or more periods of one to five
whole years, up to but not beyond the final maturity date set forth in such
pricing supplement.
Citigroup may exercise such option for a note by notifying the trustee for
such note at least 45 but not more than 60 days prior to the old stated maturity
of such note. Not later than 40 days prior to the old stated maturity of such
note, the trustee for such note will mail to the holder of such note an
extension notice, first class, postage prepaid. The extension notice will set
forth:
- the election of Citigroup to extend the stated maturity of such note;
- the new stated maturity;
- in the case of a fixed rate note, the interest rate applicable to the
extension period;
- in the case of a floating rate note, the spread, spread multiplier or
method of calculation applicable to the extension period; and
- any provisions for redemption during the extension period, including the
date or dates on which, or the period or periods during which, and the
price or prices at which, such redemption may occur during the extension
period.
Upon the mailing by such trustee of an extension notice to the holder of a
note, the stated maturity of such note will be extended automatically, and,
except as modified by the extension notice and as described in the next
paragraph, such note will have the same terms as prior to the mailing of such
extension notice. Despite the foregoing, not later than 20 days prior to the old
stated maturity of such note, Citigroup may, at its option, revoke the interest
rate, or the spread or spread multiplier, as the case may be, provided for in
the extension notice for such note and establish for the extension period a
higher interest rate, in the case of a fixed rate note, or a higher spread or
spread multiplier, in the case of a floating rate note.
Citigroup may so act by causing the trustee for such note to mail notice of
such higher interest rate or higher spread or spread multiplier, as the case may
be, first class, postage prepaid, to the holder of such note. Such notice will
be irrevocable. All notes for which the stated maturity is extended will bear
such higher interest rate, in the case of fixed rate notes, or higher spread or
spread multiplier, in the case of floating rate notes, for the extension period,
whether or not tendered for repayment.
If Citigroup extends the stated maturity of a note, the holder of such note
will have the option to elect repayment of such note by Citigroup on the old
stated maturity at a price equal to the principal
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amount of such note, plus interest accrued to such date. In order for a note to
be repaid on the old stated maturity once Citigroup has extended its stated
maturity, the holder of such note must follow the procedures set forth below
under "Optional Redemption, Repayment and Repurchase" for optional repayment.
The period for delivery of such note or notification to the trustee for such
note will be at least 25 but not more than 35 days prior to the old stated
maturity. A holder who has tendered a note for repayment pursuant to an
extension notice may give written notice to the trustee for such note to revoke
any such tender for repayment until the close of business on the tenth day
before the old stated maturity.
COMBINATION OF PROVISIONS
If so specified in the applicable pricing supplement, any note may be
required to comply with all of the provisions, or any combination of the
provisions, described above under "Subsequent Interest Periods," "Extension of
Maturity" and "Renewable Notes."
BOOK-ENTRY SYSTEM
Upon issuance, and unless the rules of DTC state otherwise, all book-entry
notes having the same original issue date and otherwise identical terms will be
represented by a single global security. Each global security representing
book-entry notes will be deposited with, or on behalf of, DTC and registered in
the name of a nominee of DTC. Book-entry notes will not be exchangeable for
certificated notes and, except under the circumstances described in the
prospectus under "Book-Entry Procedures and Settlement," will not otherwise be
issuable as certificated notes.
If an issue of notes is denominated in a currency other than the U.S.
dollar, Citigroup will make payments of principal and any interest in the
foreign currency in which the notes are denominated or in U.S. dollars. DTC has
elected to have all such payments of principal and interest in U.S. dollars
unless notified by any of its participants through which an interest in the
notes is held that it elects, in accordance with, and to the extent permitted
by, the applicable pricing supplement and the revelant note, to receive such
payment of principal or interest in the foreign currency. On or prior to the
third business day after the record date for payment of interest and twelve days
prior to the date for payment of principal, such participant will notify DTC of
(1) its election to receive all, or the specified portion, of such payment in
the foreign currency and (2) its instructions for wire transfer of such payment
to a foreign currency account.
A further description of DTC's procedures regarding global securities
representing book-entry notes is set forth in the prospectus under "Book-Entry
Procedures and Settlement." DTC has confirmed to Citigroup, the agent and the
trustee that it intends to follow such procedures.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
The pricing supplement relating to each note will indicate either that (1)
such note cannot be redeemed prior to its stated maturity or (2) that such note
will be redeemable at the option of Citigroup, in whole or in part. The
applicable pricing supplement will also indicate (1) the optional redemption
date or dates on which such note may be redeemed and (2) the redemption price at
which, together with accrued interest to such optional redemption date, such
note may be redeemed on each such optional redemption date.
Unless otherwise specified in the applicable pricing supplement, at least
30 days prior to the date of redemption, such trustee will mail notice of such
redemption, first class, postage prepaid, to the holder of such note. Unless
otherwise specified in the applicable pricing supplement, Citigroup may exercise
such option relating to a redemption of a note in part only by notifying the
trustee for such note at least 45 days prior to any optional redemption date. In
the event of redemption of a note in part only, a new note or notes for the
unredeemed portion of such note or notes will be issued to the holder of such
note or notes upon the cancellation of such note or notes. The notes, other than
amortizing notes, may not be redeemed.
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The pricing supplement relating to each note will also indicate whether the
holder of such note will have the option to elect repayment of such note by
Citigroup prior to its stated maturity. If so, such pricing supplement will
specify (1) the optional repayment date or dates on which such note may be
repaid and (2) the optional repayment price. Such optional repayment price is
the price at which, together with accrued interest to such optional repayment
date, such note may be repaid on each such optional repayment date.
In order for a note to be repaid, the trustee for such note must receive,
at least 30 but not more than 45 days prior to an optional repayment date:
(1) such note with the form entitled "Option to Elect Repayment" on the
reverse of such note duly completed; or
(2) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United
States setting forth:
- the name of the holder of such note;
- the principal amount of such note to be repaid;
- the certificate number or a description of the tenor and terms of such
note;
- a statement that the option to elect repayment is being exercised; and
- a guarantee that the note to be repaid with the form entitled "Option
to Elect Repayment" on the reverse of the note duly completed will be
received by such trustee not later than five business days after the
date of such telegram, telex, facsimile transmission or letter.
If the guarantee procedure described in clause (2) above is followed, then
such note and form duly completed must be received by the trustee by such fifth
business day. Any tender of a note by the holder for repayment, except pursuant
to a reset notice or an extension notice, will be irrevocable. The repayment
option may be exercised by the holder of a note for less than the entire
principal amount of such note, provided, that the principal amount of such note
remaining outstanding after repayment is an authorized denomination. Upon such
partial repayment, such note will be canceled and a new note or notes for the
remaining principal amount will be issued in the name of the holder of such
repaid note.
If a note is represented by a global security, DTC's nominee will be the
holder of such note and, therefore, will be the only entity that can exercise a
right to repayment. In order to ensure that DTC's nominee will timely exercise a
right to repayment relating to a particular note, the beneficial owner of such
note must instruct the broker or other direct or indirect participant through
which it holds an interest in such note to notify DTC of its desire to exercise
a right to repayment. Different firms have different cut-off times for accepting
instructions from their customers. Accordingly, each beneficial owner should
consult the broker or other direct or indirect participant through which it
holds an interest in a note in order to ascertain the cut-off time by which such
an instruction must be given in order for timely notice to be delivered to DTC.
If Citigroup redeems or repays a note that is an OID note other than an
indexed note prior to its stated maturity, then Citigroup will pay the amortized
face amount of the note as of the date of redemption or repayment regardless of
anything else stated in this prospectus. The preceding sentence does not apply
if Citigroup chooses to redeem such notes.
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The amortized face amount of a note on any date means the amount equal to:
- the issue price set forth on the face of the applicable pricing
supplement plus
- that portion of the difference between the issue price and the stated
principal amount of the note that has accrued by that date at
(1) the bond yield to maturity set forth on the face of the applicable
pricing supplement, or
(2) if so specified in the applicable pricing supplement, the bond yield
to call set forth on the face of the note.
These computations will be made in accordance with generally accepted United
States bond yield computation principles. However, the amortized face amount of
a note will never exceed its stated principal amount. The bond yield to call
listed on the face of a pricing supplement will be computed on the basis of:
- the first occurring optional redemption date with respect to such note
and
- the amount payable on such optional redemption date.
In the event that any such note is not redeemed on such first occurring optional
redemption date, the bond yield to call that applies to such note will be
recomputed on such optional redemption date on the basis of (1) the next
occurring optional redemption date and (2) the amount payable on such optional
redemption date. The bond yield to call will continue to be so recomputed on
each succeeding optional redemption date until the note is so redeemed.
Citigroup may at any time purchase notes at any price in the open market or
otherwise. Notes so purchased by Citigroup may, at the discretion of Citigroup,
be held, resold or surrendered to the trustee for such notes for cancellation.
OTHER PROVISIONS
The terms in the applicable pricing supplement may modify any provisions
relating to:
- the determination of an interest rate basis;
- the specification of an interest rate basis;
- calculation of the interest rate applicable to, or the principal payable
at maturity on, any note;
- interest payment dates; or
- any other related matters.
DEFEASANCE
The defeasance provisions described in the prospectus will not be
applicable to the notes except as set forth in the applicable prospectus
supplement.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
INTRODUCTION
The following is a summary of the material United States federal income tax
considerations that may be relevant to a holder of a note. The summary is based
on:
- laws;
- regulations;
- rulings; and
- decisions now in effect,
all of which may change, possibly with retroactive effect. This summary deals
only with holders that will hold notes as capital assets. This summary does not
address tax considerations applicable to investors to whom special tax rules may
apply, including:
- banks;
- tax-exempt entities;
- insurance companies;
- regulated investment companies;
- common trust funds;
- dealers in securities or currencies;
- persons that will hold notes as a part of an integrated investment,
including a straddle or conversion transaction, comprised of a note and
one or more other positions; or
- United States holders (as defined below) that have a functional currency
other than the U.S. dollar.
Any special United States federal income tax considerations relevant to a
particular issue of notes, including any indexed notes, dual currency notes or
notes providing for contingent payments, will be provided in the applicable
pricing supplement. Purchasers of such notes should carefully examine the
applicable pricing supplement and should consult with their tax advisors with
respect to such notes.
Investors should consult their tax advisors in determining the tax
consequences to them of holding notes, including the application to their
particular situation of the United States federal income tax considerations
discussed below, as well as the application of state, local, foreign or other
tax laws.
As used in this prospectus supplement, the term United States holder means
a person who is
- a citizen or resident of the United States;
- a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision;
- an estate, if United States federal income taxation is applicable to the
income of such estate regardless of its source; or
- a trust if a U.S. court is able to exercise primary supervision over the
trust's administration and one or more United States persons have the
authority to control all of the trust's substantial decisions.
The term non-United States holder means a holder who is not a United States
holder. The term United States means the United States of America, including the
fifty states and the District of Columbia.
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UNITED STATES HOLDERS
Payments of Interest
Payments of qualified stated interest, as defined below under "Original
Issue Discount," on a note will be taxable to a United States holder as ordinary
interest income at the time that such payments are accrued or are received, in
accordance with the United States holder's method of tax accounting.
If such payments of interest are made relating to a note that is
denominated in a foreign currency, the amount of interest income realized by a
United States holder that uses the cash method of tax accounting will be the
U.S. dollar value of the specified currency payment based on the spot rate of
exchange on the date of receipt regardless of whether the payment in fact is
converted into U.S. dollars. A United States holder that uses the accrual method
of tax accounting will accrue interest income on the foreign currency note in
the relevant foreign currency and translate the amount accrued into U.S. dollars
based on:
- the average exchange rate in effect during the interest accrual period,
or portion thereof within such holder's taxable year; or
- at such holder's election, at the spot rate of exchange on (1) the last
day of the accrual period, or the last day of the taxable year within
such accrual period if the accrual period spans more than one taxable
year, or (2) the date of receipt, if such date is within five business
days of the last day of the accrual period.
Such election must be applied consistently by the United States holder to all
debt instruments from year to year and can be changed only with the consent of
the IRS. A United States holder that uses the accrual method of tax accounting
will recognize foreign currency gain or loss, which will be treated as ordinary
income or loss, on the receipt of an interest payment made relating to a foreign
currency note if the spot rate of exchange on the date the payment is received
differs from the rate applicable to a previous accrual of that interest income.
Purchase, Sale and Retirement of Notes
A United States holder's tax basis in a note generally will equal the cost
of such note to such holder
(1) increased by any amounts includible in income by the holder as OID and
market discount and
(2) reduced by any amortized premium and any payments other than payments
of qualified stated interest (each as described below) made on such
note.
In the case of a foreign currency note, the cost of such note to a United
States holder will generally be the U.S. dollar value of the foreign currency
purchase price on the date of purchase. In the case of a foreign currency note
that is traded on an established securities market, a United States holder that
uses the cash method of tax accounting, and, if it so elects, a United States
holder that uses the accrual method of tax accounting, will determine the U.S.
dollar value of the cost of such note by translating the amount paid at the spot
rate of exchange on the settlement date of the purchase. The amount of any
subsequent adjustments to a United States holder's tax basis in a foreign
currency note in respect of OID, market discount and premium denominated in a
specified currency other than the U.S. dollar will be determined in the manner
described under "Original Issue Discount," "Market Discount" and "Notes
Purchased at a Premium" below. The conversion of U.S. dollars to another
specified currency and the immediate use of such specified currency to purchase
a foreign currency note generally will not result in taxable gain or loss for a
United States holder.
Upon the sale, exchange, retirement or other taxable disposition of a note,
a United States holder generally will recognize gain or loss equal to the
difference between (1) the amount realized on the disposition, less any accrued
qualified stated interest, which will be taxable as ordinary income, and (2) the
United States holder's adjusted tax basis in such note. If a United States
holder receives a specified currency other than the U.S. dollar in respect of
such disposition of a note, the amount realized will be the U.S. dollar value of
the specified currency received calculated at the spot rate of exchange on the
date of disposition.
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In the case of a foreign currency note that is traded on an established
securities market, a United States holder that uses the cash method of tax
accounting, and if it so elects, a United States holder that uses the accrual
method of tax accounting, will determine the U.S. dollar value of the amount
realized by translating such amount at the spot rate of exchange on the
settlement date of the disposition. The election available to accrual basis
United States holders in respect of the purchase and sale of foreign currency
notes traded on an established securities market, discussed above, must be
applied consistently by the United States holder to all debt instruments from
year to year and can be changed only with the consent of the IRS.
Except as discussed below in connection with foreign currency gain or loss,
market discount and short-term notes, gain or loss recognized by a United States
holder on the sale, exchange, retirement or other taxable disposition of a note
will generally be long term capital gain or loss if the United States holder's
holding period for the note exceeded one year at the time of such disposition.
Gain or loss recognized by a United States holder on the sale, exchange,
retirement or other taxable disposition of a foreign currency note generally
will be treated as ordinary income or loss to the extent that the gain or loss
is attributable to changes in exchange rates during the period in which the
holder held such note.
Original Issue Discount
In General. Notes with a term greater than one year may be issued with OID
for United States federal income tax purposes. Such notes are called OID notes
in this prospectus supplement. United States holders generally must accrue OID
in gross income over the term of the OID notes on a constant yield basis,
regardless of their regular method of tax accounting. As a result, United States
holders generally will recognize taxable income in respect of an OID note in
advance of the receipt of cash attributable to such income.
OID generally will arise if the stated redemption price at maturity of the
note exceeds its issue price by more than a de minimis amount of 0.25% of the
note's stated redemption price at maturity multiplied by the number of complete
years to maturity. OID may also arise if a note has particular interest payment
characteristics, such as interest holidays, interest payable in additional
securities or stepped interest. For this purpose, the issue price of a note is
the first price at which a substantial amount of notes is sold for cash, other
than to bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters, placement agents or wholesalers. The stated redemption
price at maturity of a note is the sum of all payments due under the note, other
than payments of qualified stated interest. The term qualified stated interest
generally means stated interest that is unconditionally payable in cash or
property, other than debt instruments of the issuer, at least annually during
the entire term of the OID note at a single fixed rate of interest or, under
particular conditions, based on one or more interest indices.
For each taxable year of a United States holder, the amount of OID that
must be included in gross income in respect of an OID note will be the sum of
the daily portions of OID for each day during such taxable year or any portion
of such taxable year in which such a United States holder held the OID note.
Such daily portions are determined by allocating to each day in an accrual
period a pro rata portion of the OID allocable to that accrual period. Accrual
periods may be of any length and may vary in length over the term of an OID
note. However, accrual periods may not be longer than one year and each
scheduled payment of principal or interest must occur on the first day or the
final day of a period.
The amount of OID allocable to any accrual period generally will equal (1)
the product of the OID note's adjusted issue price at the beginning of such
accrual period multiplied by its yield to maturity (as adjusted to take into
account the length of such accrual period), less (2) the amount, if any, of
qualified stated interest allocable to that accrual period. The adjusted issue
price of an OID note at the beginning of any accrual period will equal the issue
price of the OID note, as defined above, (1) increased by previously accrued OID
from prior accrual periods, and (2) reduced by any payment made on such note,
other than payments of qualified stated interest, on or before the first day of
the accrual period.
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Foreign Currency Notes. In the case of an OID note that is also a foreign
currency note, a United States holder should determine the U.S. dollar amount
includible in income as OID for each accrual period by
- calculating the amount of OID allocable to each accrual period in the
specified currency using the constant-yield method described above and
- translating the amount of the specified currency so derived at the
average exchange rate in effect during that accrual period, or portion of
such accrual period within a United States holder's taxable year, or, at
the United States holder's election (as described above under "Payments
of Interest"), at the spot rate of exchange on (1) the last day of the
accrual period, or the last day of the taxable year within such accrual
period if the accrual period spans more than one taxable year, or (2) on
the date of receipt, if such date is within five business days of the
last day of the accrual period.
All payments on an OID note, other than payments of qualified stated interest,
will generally be viewed first as payments of previously accrued OID, to the
extent thereof, with payments attributed first to the earliest accrued OID, and
then as payments of principal. Upon the receipt of an amount attributable to
OID, whether in connection with a payment of an amount that is not qualified
stated interest or the disposition of the OID note, a United States holder will
recognize ordinary income or loss measured by the difference between (1) the
amount received and (2) the amount accrued. The amount received will be
translated into U.S. dollars at the spot rate of exchange on the date of receipt
or on the date of disposition of the OID note. The amount accrued will be
determined by using the spot rate of exchange applicable to such previous
accrual.
Acquisition Premium. A United States holder that purchases an OID note for
an amount less than or equal to the remaining redemption amount, but in excess
of the OID note's adjusted issue price, generally is permitted to reduce the
daily portions of OID by a fraction. The numerator of such fraction is the
excess of the United States holder's adjusted tax basis in the OID note
immediately after its purchase over the OID note's adjusted issue price. The
denominator of such fraction is the excess of the remaining redemption amount
over the OID note's adjusted issue price. For purposes of this prospectus
supplement,
(1) "acquisition premium" means the excess of the purchase price paid by a
non-United States holder for an OID note over the OID note's adjusted
issue price; and
(2) "remaining redemption amount" means the sum of all amounts payable on
an OID note after the purchase date other than payments of qualified
stated interest.
The notes may have special redemption, repayment or interest rate reset
features, as indicated in the applicable pricing supplement. Notes containing
such features, in particular OID notes, may be subject to special rules that
differ from the general rules discussed above. Accordingly, purchasers of notes
with such features should carefully examine the applicable pricing supplement
and should consult their tax advisors relating to such notes.
Market Discount
If a United States holder purchases a note, other than a short-term note,
for an amount that is less than the note's stated redemption price at maturity
or, in the case of an OID note, for an amount that is less than the note's
revised issue price, i.e., the note's issue price increased by the amount of
accrued OID, the note will be considered to have market discount. The market
discount rules are subject to a de minimis rule similar to the rule relating to
de minimis OID, described above (in the second paragraph under "Original Issue
Discount"). Any gain recognized by the United States holder on the sale,
exchange, retirement or other taxable disposition of notes having market
discount generally will be treated as ordinary income to the extent of the
market discount that accrued on the note while held by such United States
holder.
Alternatively, the United States holder may elect to include market
discount in income currently over the life of the note. Such an election will
apply to market discount notes acquired by the United States
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holder on or after the first day of the first taxable year to which such
election applies and is revocable only with the consent of the IRS. Market
discount will accrue on a straight-line basis unless the United States holder
elects to accrue the market discount on a constant-yield method. Such an
election will apply to the note to which it is made and is irrevocable. Unless
the United States holder elects to include market discount in income on a
current basis, as described above, the United States holder could be required to
defer the deduction of a portion of the interest paid on any indebtedness
incurred or maintained to purchase or carry the note.
Market discount on a foreign currency note will be accrued by a United
States holder in the specified currency. The amount includible in income by a
United States holder in respect of such accrued market discount will be the U.S.
dollar value of the amount accrued. This is generally calculated at the spot
rate of exchange on the date that the note is disposed of by the United States
holder. Any accrued market discount on a foreign currency note that is currently
includible in income will be translated into U.S. dollars at the average
exchange rate for the accrual period or portion of such accrual period within
the United States holder's taxable year.
Short-Term Notes
The rules set forth above also will generally apply to notes having
maturities of not more than one year from the date of issuance. Those notes are
called short-term notes in this prospectus supplement. Modifications apply to
these general rules.
First, none of the interest on a short-term note is treated as qualified
stated interest but instead is treated as part of the short-term note's stated
redemption price at maturity, thereby giving rise to OID. Thus, all short-term
notes will be OID notes. OID will be treated as accruing on a short-term note
ratably, or at the election of a United States holder, under a constant yield
method.
Second, a United States holder of a short-term note that uses the cash
method of tax accounting will generally not be required to include OID in
respect of the short-term note in income on a current basis. Such a United
States holder may not be allowed to deduct all of the interest paid or accrued
on any indebtedness incurred or maintained to purchase or carry such note until
the maturity of the note or its earlier disposition in a taxable transaction. In
addition, such a United States holder will be required to treat any gain
realized on a disposition of the note as ordinary income to the extent of the
holder's accrued OID on the note. A United States holder of a short-term note
using the cash method of tax accounting may, however, elect to accrue OID into
income on a current basis. In such case, the limitation on the deductibility of
interest described above will not apply. A United States holder using the
accrual method of tax accounting, generally will be required to include OID on a
short-term note in income on a current basis.
Third, any United States holder of a short-term note, whether using the
cash or accrual method of tax accounting can elect to accrue the acquisition
discount, if any, on the note on a current basis. If such an election is made,
the OID rules will not apply to the note. Acquisition discount is the excess of
the note's stated redemption price at maturity over the holder's purchase price
for the note. Acquisition discount will be treated as accruing ratably or, at
the election of the United States holder, under a constant-yield method based on
daily compounding.
As described above, the notes may have special redemption features. These
features may affect the determination of whether a note has a maturity of not
more than one year and thus is a short-term note. Purchasers of notes with such
features should carefully examine the applicable pricing supplement and should
consult their tax advisors in relation to such features.
Notes Purchased at a Premium
A United States holder that purchases a note for an amount in excess of the
remaining redemption amount will be considered to have purchased the note at a
premium and the OID rules will not apply to such holder. Such holder may elect
to amortize such premium, as an offset to interest income, using a
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<PAGE> 72
constant-yield method, over the remaining term of the note. Such election, once
made, generally applies to all debt instruments held or subsequently acquired by
the United States holder on or after the first taxable year to which the
election applies. Such election may be revoked only with the consent of the IRS.
A United States holder that elects to amortize such premium must reduce its tax
basis in a note by the amount of the premium amortized during its holding
period. For a United States holder that does not elect to amortize bond premium,
the amount of such premium will be included in the United States holder's tax
basis when the note matures or is disposed of by the United States holder.
Therefore, a United States holder that does not elect to amortize premium and
holds the note to maturity will generally be required to treat the premium as
capital loss when the note matures.
Amortizable bond premium in respect of a foreign currency note will be
computed in the specified currency and will reduce interest income in the
specified currency. At the time amortized bond premium offsets interest income,
exchange gain or loss, which will be taxable as ordinary income or loss, will be
realized on the amortized bond premium on such note based on the difference
between (1) the spot rate of exchange on the date or dates such premium is
recovered through interest payments on the note and (2) the spot rate of
exchange on the date on which the United States holder acquired the note. See
"Original Issue Discount -- Acquisition Premium" above for a discussion of the
treatment of a note purchased for an amount less than or equal to the remaining
redemption amount but in excess of the note's adjusted issue price.
Information Reporting and Backup Withholding
The trustee will be required to file information returns with the IRS
relating to payments made to particular United States holders of notes. In
addition, United States holders may be subject to a 31 percent backup
withholding tax on such payments if they do not provide their taxpayer
identification numbers to the trustee in the manner required, fail to certify
that they are not subject to backup withholding tax, or otherwise fail to comply
with applicable backup withholding tax rules. United States holders may also be
subject to information reporting and backup withholding tax with respect to the
proceeds from a sale, exchange, retirement or other taxable disposition of the
notes.
NON-UNITED STATES HOLDERS
Under current United States federal income tax law:
- withholding of United States federal income tax will not apply to a
payment on a note to a non-United States holder, provided that,
(1) the holder does not actually or constructively own 10 percent or
more of the combined voting power of all classes of stock of
Citigroup and is not a controlled foreign corporation related to
Citigroup through stock ownership and
(2) the beneficial owner provides a statement signed under penalties of
perjury that includes its name and address and certifies that it is
a non-United States holder in compliance with applicable
requirements, or, with respect to payments made after December 31,
2000, satisfies documentary evidence requirements for establishing
that it is a non-United States holder; and
- a non-United States holder will not be subject to United States federal
income tax on gain realized on the sale, exchange, retirement or other
taxable disposition of a note, unless, in the case of an individual, such
holder is present in the United States for 183 days or more in the
taxable year of the retirement or disposition and certain other
conditions are met.
Despite the above, a non-United States holder that is subject to United States
federal income taxation on a net income basis generally will be taxable under
the same rules that govern the taxation of a United States holder receiving or
accruing interest on a note or realizing or recognizing gain or loss on the
sale, exchange, retirement or other taxable disposition of a note. Special rules
might also apply to a non-United
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<PAGE> 73
States holder that is a qualified resident of a country with which the United
States has an income tax treaty.
United States information reporting requirements and backup withholding tax
will not apply to payments on a note if the beneficial owner (1) certifies its
non-U.S. status under penalties of perjury and, for payments made after December
31, 2000, also satisfies documentary evidence requirements for establishing that
it is a non-United States person, or (2) otherwise establishes an exemption.
Information reporting requirements and backup withholding tax will not
apply to any payment of the proceeds of the sale of a note effected outside the
United States by a foreign office of a foreign broker, provided that such broker
- derives less than 50% of its gross income for particular periods from the
conduct of a trade or business in the United States;
- is not a controlled foreign corporation for United States federal income
tax purposes; and
- for payments made after December 31, 2000, is not a foreign partnership
that, at any time during its taxable year is 50% or more, by income or
capital interest, owned by United States holders or is engaged in the
conduct of a U.S. trade or business.
Backup withholding tax will also not apply to the payment of the proceeds
of the sale of a note effected outside the United States by a foreign office of
any other foreign broker. However, information reporting requirements will be
applicable to such payment unless (1) such broker has documentary evidence in
its records that the beneficial owner is a non-United States person and other
conditions are met or (2) the beneficial owner otherwise establishes an
exemption.
Information reporting requirements and backup withholding tax will apply to
the payment of the proceeds of a sale of a note by the U.S. office of a broker,
unless the beneficial owner certifies its non-U.S. person status under penalties
of perjury or otherwise establishes an exemption.
The U.S. Treasury Department issued final Treasury regulations governing
information reporting and the certification procedures regarding withholding and
backup withholding on amounts paid to non-United States persons after December
31, 2000. Such regulations, among other things, may change the certification
procedures relating to the receipt by intermediaries of payments on behalf of a
beneficial owner of a note. Prospective investors should consult their tax
advisors regarding the effect, if any, of such new Treasury regulations on an
investment in the notes.
For payments made after December 31, 2000, for purposes of applying the
above rules for non-United States holders to an entity that is treated as
fiscally transparent, e.g., a partnership or trust, the beneficial owner means
each of the ultimate beneficial owners of the entity.
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<PAGE> 74
PLAN OF DISTRIBUTION
The notes are being offered on a continuous basis by Citigroup through
Salomon Smith Barney Inc., as agent. The agent has agreed to use its reasonable
efforts to solicit orders to purchase notes. The agent and Citigroup will sign a
distribution agreement. A form of distribution agreement has been filed as an
exhibit to the registration statement of which this prospectus supplement forms
a part. Citigroup will have the sole right to accept orders to purchase notes
and may reject proposed purchases in whole or in part. The agent will have the
right to reject any proposed purchase in whole or in part. Citigroup reserves
the right to withdraw, cancel or modify the offer made by this prospectus
supplement, the accompanying prospectus or any pricing supplement without
notice.
The following table summarizes the aggregate commissions or discounts
payable in connection with offerings of the notes. Commissions and discounts
will vary depending upon the stated maturity of the notes.
<TABLE>
<CAPTION>
PUBLIC AGENT'S PROCEEDS, BEFORE
OFFERING DISCOUNTS EXPENSES, TO
PRICE AND COMMISSIONS CITIGROUP
-------- --------------- ----------------
<S> <C> <C> <C>
Principal Amount......... $8,900,000,000 $11,125,000-$89,000,000 $8,811,000,000-$8,888,875,000
Total.................... 100% .125%-1% 99.875%-99.000%
</TABLE>
Citigroup may also sell notes at a discount to the agent for its own
account or for resale to one or more purchasers at varying prices related to
prevailing market prices or at a fixed public offering price. After any initial
public offering of notes to be resold to purchasers at a fixed public offering
price, the public offering price and any concession or discount may be changed.
In addition, the agent may offer and sell notes purchased by it as principal to
other dealers. These notes may be sold at a discount which, unless otherwise
specified in the applicable pricing supplement, will not exceed the discount to
be received by the agent.
Notes sold by the agent to a dealer may be sold at a discount and, unless
otherwise specified in the applicable pricing supplement, the discount allowed
will not exceed the discount received by the agent from Citigroup. Unless
otherwise specified in the applicable pricing supplement, any note purchased by
the agent as principal will be purchased at 100% of the principal amount or face
amount less a percentage equal to the commission applicable to an agency sale of
a note of identical maturity. Citigroup reserves the right to sell notes
directly to investors on its own behalf and to enter into agreements similar to
the distribution agreement with other parties. No commission will be payable nor
will a discount be allowed on any sales made directly by Citigroup.
No note will have an established trading market when issued. Unless
otherwise specified in the applicable pricing supplement, the notes will not be
listed on any securities exchange. The agent may make a market in the notes, but
the agent is not obligated to do so. The agent may discontinue any market-making
at any time without notice, at its sole discretion. There can be no assurance of
the existence or liquidity of a secondary market for any notes, or that the
maximum amount of notes will be sold.
Citigroup estimates that its total expenses for the offering, excluding
underwriting commissions or discounts, will be approximately $5,180,000.
The agent, whether acting as agent or principal, may be deemed to be an
underwriter within the meaning of the Securities Act of 1933. Citigroup has
agreed to indemnify the agent against liabilities relating to material
misstatements and omissions, or to contribute to payments that the agent may be
required to make relating to these liabilities. Citigroup will reimburse the
agent for customary legal and other expenses, incurred by it in connection with
the offer and sale of the notes.
Unless otherwise specified in the applicable pricing supplement, payment of
the purchase price of the notes will be required to be made in immediately
available funds in New York City on the date of settlement.
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<PAGE> 75
Concurrently with the offering of notes through the agent as described in
this prospectus supplement, Citigroup may issue other securities under the
indenture referred to in the prospectus.
The broker-dealer subsidiaries of Citigroup, including Salomon Smith
Barney, are members of the NASD and may participate in offerings of the notes.
Accordingly, offerings of the notes in which Citigroup's broker-dealer
subsidiaries participate will conform with the requirements set forth in Rule
2720 of the Conduct Rules of the NASD.
This prospectus supplement, the accompanying prospectus and the related
pricing supplement may be used by the agent or other affiliates of Citigroup in
connection with offers and sales of the notes offered by this prospectus
supplement in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. The agent or these other
affiliates may act as principal or agent in such transactions.
LEGAL MATTERS
Stephanie B. Mudick, Esq., Deputy General Counsel and an Assistant
Secretary of Citigroup, 153 East 53rd Street, New York, New York 10043, will act
as legal counsel to Citigroup. Ms. Mudick beneficially owns, or has rights to
acquire under Citigroup's employee benefit plans, an aggregate of less than 1%
of Citigroup's common stock. Dewey Ballantine LLP, New York, New York, will act
as legal counsel for the agent. Dewey Ballantine LLP has from time to time acted
as counsel for Citigroup and its subsidiaries and may do so in the future. A
member of Dewey Ballantine LLP participating in this matter is the beneficial
owner of an aggregate of less than 1% of Citigroup's common stock.
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<PAGE> 76
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$8,900,000,000
[CITIGROUP LOGO]
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
------------------------------
PROSPECTUS SUPPLEMENT
, 2000
(INCLUDING PROSPECTUS
DATED , 2000
------------------------------
SALOMON SMITH BARNEY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 77
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
CITIGROUP INC. 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 MAY 26, 2000
PROSPECTUS
CITIGROUP CAPITAL SECURITIES
% CAPITAL SECURITIES
$ LIQUIDATION AMOUNT
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
CITIGROUP INC.
[CITIGROUP LOGO]
------------------------
A brief description of the % capital securities can be found under
"Summary Information -- Q&A" in this prospectus.
Application will be made to list the % capital securities on the New
York Stock Exchange, Inc. If approved for listing, Citigroup expects the %
capital securities will begin trading on the New York Stock Exchange, Inc.
within 30 days after they are first issued.
YOU ARE URGED TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 6, WHERE SPECIFIC RISKS ASSOCIATED WITH THESE % CAPITAL SECURITIES
ARE DESCRIBED, ALONG WITH THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
These securities are not deposits or savings accounts. These securities are
not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality.
------------------------
<TABLE>
<CAPTION>
PER CAPITAL
SECURITY TOTAL
----------- --------
<S> <C> <C>
Public offering price....................................... $ $
Underwriting commissions to be paid by Citigroup Inc. ...... (1) (1)
Proceeds to Citigroup Capital............................... $ $
</TABLE>
- ---------------
(1) Underwriting commissions of $ per capital security, or $ for
all % capital securities, will be paid by Citigroup Inc.; except that
for sales of 10,000 or more % capital securities to a single purchaser,
the commissions will be $ per capital security.
Citigroup expects that the % capital securities will be ready for
delivery in book-entry form only through The Depository Trust Company on or
about .
------------------------
, 2000
<PAGE> 78
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary Information -- Q&A.................................. 3
Risk Factors................................................ 6
Where You Can Find More Information......................... 9
Citigroup Inc............................................... 10
Use of Proceeds............................................. 10
Ratio of Income to Fixed Charges and Ratio of Income to
Combined Fixed Charges Including Preferred Stock
Dividends................................................. 11
Accounting Treatment........................................ 11
Capitalization.............................................. 12
Description of the Capital Securities....................... 13
Description of the Junior Subordinated Debt Securities...... 25
Description of Guarantee.................................... 34
Effect of Obligations Under the Junior Subordinated Debt
Securities and the Guarantee.............................. 37
United States Federal Income Taxation....................... 39
ERISA Considerations........................................ 43
Underwriting................................................ 45
Legal Matters............................................... 47
Experts..................................................... 47
</TABLE>
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<PAGE> 79
SUMMARY INFORMATION -- Q&A
This summary provides a brief overview of the key aspects of Citigroup and
the % capital securities. You should carefully read this prospectus to
understand fully the terms of the capital securities as well as the tax and
other considerations that are important to you in making a decision about
whether to invest in the capital securities. You should pay special attention to
the "Risk Factors" section beginning on page 6 of this prospectus to determine
whether an investment in the capital securities is appropriate for you.
WHAT ARE THE CAPITAL SECURITIES?
Each capital security represents an undivided beneficial interest in the
assets of Citigroup Capital. Each capital security will entitle the holder to
receive cash distributions as described in this prospectus.
Citigroup Capital is offering capital securities at a price of
$ for each capital security.
WHO IS CITIGROUP CAPITAL?
Citigroup Capital is a Delaware business trust. Its principal place of
business is c/o Citigroup Inc., 153 East 53rd Street, New York, NY 10043, and
its telephone number is (212) 559-1000.
All of the common securities of Citigroup Capital will be owned by
Citigroup Inc. (formerly Travelers Group Inc.). Citigroup Capital will use the
proceeds from the sale of the capital securities and the common securities to
buy a series of % junior subordinated deferrable interest debentures due
, 20 from Citigroup with the same financial terms as the capital
securities.
WHO IS CITIGROUP INC.?
Citigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers in 101 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 newly formed,
wholly owned subsidiary of Citigroup. The mailing address of Citigroup's
principal executive office is 153 East 53rd Street, New York, NY 10043, and its
telephone number is (212) 559-1000.
WHEN WILL YOU RECEIVE DISTRIBUTIONS ON THE CAPITAL SECURITIES?
Citigroup Capital's only source of cash to make payments on the capital
securities are payments on the junior subordinated debt securities it purchases
from Citigroup.
If you purchase the capital securities, you are entitled to receive
cumulative cash distributions at an annual rate of % of the liquidation
amount of $ per capital security. Distributions will accumulate from the
date Citigroup Capital issues the capital securities and will be paid
in arrears on of each year, beginning
.
WHEN WILL PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?
If Citigroup defers interest payments on the junior subordinated debt
securities, Citigroup Capital generally will defer distributions on the capital
securities for up to consecutive periods. A deferral of
distributions cannot extend, however, beyond , 20 .
3
<PAGE> 80
During any deferral period, except as described on page 28, Citigroup will
not be permitted to:
- pay a dividend or make any distributions on its capital stock or redeem,
purchase, acquire or make a liquidation payment on any of its capital
stock, or make any guarantee payments relating to the foregoing; or
- make an interest, principal or premium payment on, or repurchase or
redeem, any of its debt securities that rank equal with or junior to the
junior subordinated debt securities.
WHEN CAN CITIGROUP CAPITAL REDEEM THE CAPITAL SECURITIES?
Citigroup Capital must redeem all of the outstanding capital securities on
, 20 .
Some or all of the capital securities may be redeemed before
, 20 on one or more occasions any time on or after
, 20 . Also the capital securities may be redeemed, in whole or
in part, at any time if certain changes in tax, investment company or bank
regulatory law occur and certain other conditions are satisfied. See
"Description of the Capital Securities -- Special Event Redemption" on page 15.
WHAT IS CITIGROUP'S GUARANTEE OF THE CAPITAL SECURITIES?
Citigroup's guarantee of the capital securities consists of:
- its obligations to make payments on the junior subordinated debt
securities;
- its obligations under the capital securities guarantee; and
- its obligations under the amended and restated declaration of trust of
Citigroup Capital, which sets forth the terms of Citigroup Capital.
Citigroup has irrevocably guaranteed that if a payment on the junior
subordinated debt securities is made to Citigroup Capital but, for any reason,
Citigroup Capital does not make the corresponding distribution or redemption
payment to the holders of the capital securities, then Citigroup will make the
payments directly to the holders of the capital securities. The guarantee does
not cover payments when Citigroup Capital does not have sufficient funds to make
payments on the capital securities.
Citigroup's obligations under the guarantee are subordinated as described
on page 37.
WHEN COULD THE JUNIOR SUBORDINATED DEBT SECURITIES BE DISTRIBUTED TO YOU?
Citigroup has the right to dissolve Citigroup Capital at any time. If
Citigroup terminates Citigroup Capital, Citigroup Capital will redeem the
capital securities by distributing the junior subordinated debt securities to
holders of the capital securities and the common securities on a ratable basis.
If the junior subordinated debt securities are distributed, Citigroup will use
it best efforts to list the junior subordinated debt securities on the New York
Stock Exchange, Inc., or any other exchange on which the capital securities are
then listed.
WILL THE CAPITAL SECURITIES BE LISTED ON A STOCK EXCHANGE?
Application will be made to list the capital securities on the NYSE. If
approved for listing, Citigroup Capital expects the capital securities will
begin trading on the NYSE within 30 days after they are first issued.
WILL HOLDERS OF THE CAPITAL SECURITIES HAVE ANY VOTING RIGHTS?
Generally, the holders of the capital securities will not have any voting
rights. See "Description of the Capital Securities -- Voting Rights."
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<PAGE> 81
IN WHAT FORM WILL THE CAPITAL SECURITIES BE ISSUED?
The capital securities will be represented by one or more global securities
that will be deposited with and registered in the name of The Depository Trust
Company or its nominee. This means that you will not receive a certificate for
your capital securities and that your broker will maintain your position in the
capital securities. Citigroup Capital expects that the capital securities will
be ready for delivery through DTC on or about .
5
<PAGE> 82
RISK FACTORS
Your investment in the capital securities will involve several risks. You
should carefully consider the following discussion of risks, and the other
information in this prospectus, before deciding whether an investment in the
capital securities is suitable for you.
CITIGROUP IS NOT REQUIRED TO PAY YOU UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBT SECURITIES UNLESS IT FIRST MAKES OTHER REQUIRED PAYMENTS.
Citigroup's obligations under the junior subordinated debt securities will
rank junior to all of Citigroup's senior indebtedness as described on page 26.
This means that Citigroup cannot make any payments on the junior subordinated
debt securities if it defaults on a payment of senior indebtedness and does not
cure the default within the applicable grace period or if the senior
indebtedness becomes immediately due because of a default and has not yet been
paid in full. In addition, Citigroup's obligations under the junior subordinated
debt securities will be effectively subordinated to all existing and future
liabilities of Citigroup's subsidiaries.
Citigroup's obligations under the guarantee are subordinated to all of its
other liabilities as described on page 37.
This means that Citigroup cannot make any payments on the guarantee if it
defaults on a payment on any of its other liabilities. In addition, in the event
of the bankruptcy, liquidation or dissolution of Citigroup, its assets would be
available to pay obligations under the guarantee only after Citigroup made all
payments on its other liabilities.
Neither the capital securities, the junior subordinated debt securities nor
the guarantee limit the ability of Citigroup and its subsidiaries to incur
additional indebtedness, including indebtedness that ranks senior in priority of
payment to the junior subordinated debt securities and the guarantee. See
"Description of Guarantee -- Status of the Guarantee" and "Description of the
Junior Subordinated Debt Securities -- Subordination" on pages 36 and 26,
respectively.
CITIGROUP IS NOT REQUIRED TO PAY YOU UNDER THE GUARANTEE IF CITIGROUP CAPITAL
DOES NOT HAVE CASH AVAILABLE.
The ability of Citigroup Capital to make payments on the capital securities
is solely dependent upon Citigroup making the related payments on the junior
subordinated debt securities when due.
If Citigroup defaults on its obligations to make payments on the junior
subordinated debt securities, Citigroup Capital will not have sufficient funds
to make payments on the capital securities. In those circumstances, you will not
be able to rely upon the guarantee for payment of these amounts. Page 13
discusses your options if this happens.
DEFERRAL OF DISTRIBUTIONS WOULD HAVE ADVERSE TAX CONSEQUENCES FOR YOU AND MAY
ADVERSELY AFFECT THE TRADING PRICE OF THE CAPITAL SECURITIES.
If distributions on the capital securities are deferred, you will be
required to recognize interest income for United States federal income tax
purposes in respect of your ratable share of the interest on the junior
subordinated debt securities held by Citigroup Capital before you receive any
cash distributions relating to this interest. In addition, you will not receive
this cash if you sold the capital securities before the end of any deferral
period or before the record date relating to distributions which are paid.
Citigroup has no current intention of deferring interest payments on the
junior subordinated debt securities and believes that such deferral is a remote
possibility. However, if Citigroup exercises its right in the future, the
capital securities may trade at a price that does not fully reflect the value of
accrued but unpaid interest on the junior subordinated debt securities. If you
sell the capital securities during an interest deferral period, you may not
receive the same return on investment as someone else who continues to hold the
capital securities. In addition, the existence of Citigroup's right to defer
payments of interest
6
<PAGE> 83
on the junior subordinated debt securities may mean that the market price for
the capital securities, which represent an undivided beneficial interest in the
junior subordinated debt securities, may be more volatile than other securities
that do not have these rights.
See "United States Federal Income Taxation" on page 39 for more information
regarding the tax consequences of purchasing, holding and selling the capital
securities.
YOU SHOULD NOT RELY ON THE DISTRIBUTIONS FROM THE CAPITAL SECURITIES THROUGH
THEIR MATURITY DATE -- THEY MAY BE REDEEMED AT ANY TIME IF CERTAIN CHANGES IN
TAX, INVESTMENT COMPANY OR BANK REGULATORY LAW OCCUR.
If certain changes, which are more fully described below, in tax,
investment company or bank regulatory law occur and are continuing, and certain
other conditions which are more fully described below are satisfied, the capital
securities could be redeemed by Citigroup Capital within 90 days of the event at
a redemption price equal to $ per security plus any accrued and unpaid
distributions. See "Description of the Capital Securities -- Distribution of the
Junior Subordinated Debt Securities" and "-- Special Event Redemption" on pages
16 and 15, respectively.
YOU SHOULD NOT RELY ON THE DISTRIBUTIONS FROM THE CAPITAL SECURITIES THROUGH
THEIR MATURITY DATE -- THEY MAY BE REDEEMED AT THE OPTION OF THE COMPANY.
The capital securities may be redeemed, in whole, at any time, or in part,
from time to time, on or after , at a redemption price equal
to $ per capital security plus any accrued and unpaid distributions to the
redemption date. You should assume that this redemption option will be exercised
if Citigroup is able to refinance at a lower interest rate or it is otherwise in
the interest of Citigroup to redeem the junior subordinated debt securities. If
the junior subordinated debt securities are redeemed, Citigroup Capital must
redeem the capital securities and the common securities having an aggregate
liquidation amount equal to the aggregate principal amount of junior
subordinated debt securities to be redeemed. See "Description of the Capital
Securities -- Mandatory Redemption of Trust Securities" and "Description of the
Junior Subordinated Debt Securities -- Optional Redemption" on pages 15 and 27,
respectively.
THERE CAN BE NO ASSURANCE AS TO THE MARKET PRICES FOR THE CAPITAL SECURITIES OR
THE JUNIOR SUBORDINATED DEBT SECURITIES; THEREFORE, YOU MAY SUFFER A LOSS.
Citigroup Capital and Citigroup cannot give you any assurance as to the
market prices for the capital securities or the junior subordinated debt
securities that may be distributed in exchange for capital securities.
Accordingly, the capital securities that an investor may purchase, whether
pursuant to the offer made by this prospectus or in the secondary market, or the
junior subordinated debt securities that a holder of capital securities may
receive in exchange for capital securities, may trade at a discount to the price
that the investor paid to purchase the capital securities. As a result of the
right to defer payments on the capital securities, the market price of the
capital securities may be more volatile than the market prices of other
securities to which such optional deferrals do not apply.
THERE COULD BE AN ADVERSE TAX CONSEQUENCE TO YOU IF CITIGROUP TERMINATES
CITIGROUP CAPITAL AND DISTRIBUTES JUNIOR SUBORDINATED DEBT SECURITIES TO
HOLDERS, RESULTING IN POSSIBLE TAX AND LIQUIDITY CONSEQUENCES TO YOU.
Citigroup has the right to terminate Citigroup Capital at any time, so long
as it obtains any required regulatory approval. If Citigroup decides to exercise
its right to terminate Citigroup Capital, Citigroup Capital will redeem the
capital securities and common securities by distributing the junior subordinated
debt securities to holders of the capital securities and common securities on a
ratable basis.
Under current United States federal income tax law, a distribution of
junior subordinated debt securities to you on the dissolution of Citigroup
Capital should not be a taxable event to you. However, if Citigroup Capital is
characterized for United States federal income tax purposes as an association
taxable as a corporation at the time it is dissolved or if there is a change in
law, the distribution of junior subordinated debt securities to you may be a
taxable event to you.
7
<PAGE> 84
THERE MAY BE NO TRADING MARKET FOR THE JUNIOR SUBORDINATED DEBT SECURITIES IF
CITIGROUP CAPITAL DISTRIBUTES THEM TO YOU.
Although Citigroup will use its best efforts to list the junior
subordinated debt securities on the NYSE, or any other exchange on which the
capital securities are then listed, if they are distributed, Citigroup cannot
assure you that the junior subordinated debt securities will be approved for
listing or that a trading market will exist for those securities.
SINCE YOU HAVE LIMITED VOTING RIGHTS, YOU CANNOT PREVENT THE CITIGROUP CAPITAL
TRUSTEES FROM TAKING ACTIONS YOU MAY NOT AGREE WITH.
You will have limited voting rights. In particular, except for the limited
exceptions described below, only Citigroup can elect or remove any of Citigroup
Capital trustees. See "Description of the Capital Securities -- Voting Rights"
on page 19.
8
<PAGE> 85
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citigroup and the subsidiary
trusts filed a registration statement (No. 333- ) relating to the
securities offered by this prospectus with the Securities and Exchange
Commission. This prospectus is a part of that registration statement, which
includes additional information. Citigroup has filed the exhibits discussed in
this prospectus with the registration statement, and you should read the
exhibits carefully for provisions that may be important to you.
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 these documents, upon
payment of a duplicating fee, by writing to 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 with the SEC will automatically update the information in this
prospectus. In all cases, you should rely on the later information over
different information included in this prospectus. Citigroup incorporates by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and
(c) Current Reports on Form 8-K filed on January 19, 2000, February 16,
2000, February 28, 2000 and April 18, 2000.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the later of
(1) the completion of the offering of the securities described in this
prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop
offering securities pursuant to 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:
Treasurer
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
212-559-1000
------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus. Citigroup has not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. Citigroup is not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, as well as
information Citigroup previously filed with the SEC and incorporated by
reference, is accurate as of the date of the applicable document. Citigroup's
business, financial condition, results of operations and prospects may have
changed since that date.
9
<PAGE> 86
CITIGROUP INC.
Citigroup is a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers in 101 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 newly formed,
wholly owned subsidiary of Citigroup.
Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries. Citigroup's
subsidiaries that operate in the banking, insurance and securities business can
only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments, and securities regulators. Citigroup's subsidiaries
may be party to credit agreements that also may restrict their ability to pay
dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends
will affect Citigroup's ability to service its own debt. Citigroup must also
maintain the required capital levels of a bank holding company before it may pay
dividends on its stock. Each of Citigroup's major operating subsidiaries
finances its operations on a stand-alone basis consistent with its
capitalization and ratings.
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.
Citigroup's principal office is located at 153 East 53rd Street, New York,
NY 10043, and its telephone number is (212) 559-1000.
USE OF PROCEEDS
All of the net proceeds from the sale of the capital securities will be
invested by Citigroup Capital in junior subordinated debt securities of
Citigroup. Citigroup will use the proceeds from the sale of the junior
subordinated debt securities to Citigroup Capital for general corporate
purposes, principally to:
- fund the business of its operating units;
- fund investments in, or extensions of credit or capital contributions to,
its subsidiaries; and
- lengthen the average maturity of liabilities, which means that it could
reduce its short-term liabilities or refund maturing indebtedness.
In order to fund its businesses, Citigroup expects to incur additional
indebtedness in the future. See "Capitalization."
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<PAGE> 87
RATIO OF INCOME TO FIXED CHARGES AND RATIO OF INCOME TO
COMBINED FIXED CHARGES INCLUDING PREFERRED STOCK DIVIDENDS
The following table shows (1) the consolidated ratio of income to fixed
charges and (2) the consolidated ratio of income to combined fixed charges
including preferred stock dividends of Citigroup for the most recently completed
fiscal quarter and each of the five most recent fiscal years.
<TABLE>
<CAPTION>
QUARTER
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
2000 1999 1998 1997 1996 1995
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of income to fixed charges (excluding
interest on deposits)........................ 2.42 2.13 1.57 1.71 1.88 1.65
Ratio of income to fixed charges (including
interest on deposits)........................ 1.83 1.64 1.33 1.43 1.51 1.39
Ratio of income to combined fixed charges
including preferred stock dividends
(excluding interest on deposits)............. 2.39 2.09 1.54 1.66 1.80 1.56
Ratio of income to combined fixed charges
including preferred stock dividends
(including interest on deposits)............. 1.82 1.62 1.32 1.41 1.48 1.35
</TABLE>
ACCOUNTING TREATMENT
The financial statements of Citigroup Capital will be reflected in
Citigroup's consolidated financial statements with the capital securities
reflected in "Company or subsidiary obligated mandatorily redeemable securities
of subsidiary trusts holding solely junior subordinated debt securities of --
Company."
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<PAGE> 88
CAPITALIZATION
The following table sets forth the consolidated capitalization of Citigroup
at March 31, 2000, and as adjusted to give effect to the issuance of the capital
securities.
<TABLE>
<CAPTION>
AT MARCH 31, 2000
--------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings............... $ 14,832 $
Short-term borrowings..................................... 16,759
Long-term debt............................................ 47,272
-------- -------
Total debt............................................. 78,863
-------- -------
Company or subsidiary obligated mandatorily redeemable
securities of subsidiary trusts holding solely junior
subordinated debt securities of --
Company................................................... 2,300
Subsidiaries.............................................. 2,620
Stockholders' equity:
Preferred stock at aggregate liquidation value............ 1,775
Common stock and additional paid-in capital (net of
treasury stock)........................................ 2,264
Retained earnings......................................... 46,881
Accumulated other changes in equity from nonowner
sources................................................ 744
Unearned compensation..................................... (1,338)
-------- -------
Total stockholders' equity............................. 50,326
-------- -------
Total capitalization........................................ $134,109 $
======== =======
</TABLE>
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<PAGE> 89
DESCRIPTION OF THE CAPITAL SECURITIES
The capital securities will be issued pursuant to the terms of the amended
and restated declaration of trust of Citigroup Capital. The declaration will be
qualified as an indenture under the Trust Indenture Act of 1939. The
institutional trustee, The Chase Manhattan Bank, will act as indenture trustee
under the declaration for purposes of compliance with the provisions of the
Trust Indenture Act. The terms of the capital securities will include those
stated in the declaration and those made part of the declaration by the Trust
Indenture Act. The following summary of the material terms and provisions of the
capital securities is not intended to be complete and is qualified by the
declaration, the Business Trust Act of the State of Delaware and the Trust
Indenture Act. A copy of the declaration is filed as an exhibit to the
registration statement of which this prospectus is a part.
GENERAL
The declaration authorizes the regular trustees to issue on behalf of
Citigroup Capital the trust securities, which represent undivided beneficial
interests in the assets of Citigroup Capital. All of the common securities will
be owned, directly or indirectly, by Citigroup. The common securities rank
equally, and payments will be made on the common securities on a ratable basis,
with the capital securities. If an event of default under the declaration occurs
and continues, however, the rights of the holders of the common securities to
receive payment of periodic distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the capital securities. The declaration does not permit the issuance by
Citigroup Capital of any securities other than the trust securities or the
incurrence of any indebtedness by Citigroup Capital.
Pursuant to the declaration, the institutional trustee will hold title to
the junior subordinated debt securities purchased by Citigroup Capital for the
benefit of the holders of the trust securities. The payment of distributions out
of money held by Citigroup Capital, and payments upon redemption of the capital
securities or liquidation of Citigroup Capital out of money held by Citigroup
Capital, are guaranteed by Citigroup to the extent described under "Description
of Guarantee." The guarantee will be held by The Chase Manhattan Bank, the
guarantee trustee, for the benefit of the holders of the capital securities. The
guarantee does not cover payment of distributions when Citigroup Capital does
not have sufficient available funds to pay such distributions. In such event,
the remedy of a holder of capital securities is to:
- vote to direct the institutional trustee to enforce the institutional
trustee's rights under the junior subordinated debt securities; or
- if the failure of Citigroup Capital to pay distributions is attributable
to the failure of Citigroup to pay interest or principal on the junior
subordinated debt securities, sue Citigroup for enforcement of payment to
such holder of the principal or interest on the junior subordinated debt
securities having a principal amount equal to the aggregate liquidation
amount of the capital securities of such holder on or after the
respective due date specified in the junior subordinated debt securities.
DISTRIBUTIONS
Distributions on the capital securities will be fixed at a rate per annum
of % of the stated liquidation amount of $ per capital security.
Distributions not paid when due, or would be due, if not for any extension
period or default by Citigroup on the junior subordinated debt securities, will
themselves accumulate additional interest at the annual rate of % thereof
compounded . When this prospectus refers to any payment of
distributions, distributions include any such interest payable unless otherwise
stated. The amount of distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months.
Distributions on the capital securities will be cumulative, will accrue
from and including , and will be payable in arrears on
of each year, commencing . When, as and if available for payment,
distributions will be made by the institutional trustee, except as otherwise
described below.
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<PAGE> 90
The distribution rate and the distribution payment dates and other payment
dates for the capital securities will correspond to the interest rate and
interest payment dates and other payment dates on the junior subordinated debt
securities.
Deferral of Distributions. Citigroup has the right under the indenture to
defer interest payments on the junior subordinated debt securities for an
extension period not exceeding consecutive interest periods
during which no interest shall be due and payable. A deferral of interest
payments cannot extend, however, beyond the maturity of the junior subordinated
debt securities. As a consequence of Citigroup's extension of the interest
payment period, distributions on the capital securities would be
deferred during any such extended interest payment period. During an extension
period, the amount of distributions due to you would continue to accumulate and
such deferred distributions will themselves accrue interest. In the event that
Citigroup exercises its right to extend the interest payment period, then:
(1) Citigroup shall not declare or pay any dividend on, make any
distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any
guarantee payment relating thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of
Citigroup's capital stock; or
- the purchase of fractional interests in shares of Citigroup's
capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; and
(2) Citigroup may not make any payment of interest on or principal of, or
premium, if any, on, or repay, repurchase or redeem, any debt
securities issued by Citigroup which rank equally with or junior to the
junior subordinated debt securities.
The foregoing, however, will not apply to any stock dividends paid by Citigroup
where the dividend stock is the same stock as that on which the dividend is
being paid. Prior to the termination of any extension period, Citigroup may
further extend such extension period, so long as such extension period, together
with all such previous and further extensions of such period, may not exceed
consecutive interest periods. An extension period cannot extend,
however, beyond the maturity of the junior subordinated debt securities.
Upon the termination of any extension period and the payment of all amounts
then due, Citigroup may commence a new extension period which must comply with
the above requirements. Consequently, there could be up to extension periods of
varying lengths throughout the term of the junior subordinated debt securities.
The regular trustees shall give the holders of the capital securities notice of
any extension period upon their receipt of notice thereof from Citigroup. If
distributions are deferred, the deferred distributions and accrued interest on
such distributions shall be paid to holders of record of the capital securities
as they appear on the books and records of Citigroup Capital on the record date
next following the termination of such deferral period. See "Description of the
Junior Subordinated Debt Securities -- Interest" and "-- Option to Extend
Interest Payment Period."
Payment of Distributions. Distributions on the capital securities will be
payable to the extent that Citigroup Capital has funds available for the payment
of such distributions in its property account. Citigroup Capital's funds
available for distribution to the holders of the capital securities will be
limited to payments received from Citigroup on the junior subordinated debt
securities. The payment of distributions out of monies held by Citigroup Capital
is guaranteed by Citigroup to the extent set forth under "Description of
Guarantee." See "Description of the Junior Subordinated Debt Securities."
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<PAGE> 91
Distributions on the capital securities will be payable to the holders
named on the securities register of Citigroup Capital at the close of business
on the relevant record dates. As long as the capital securities remain in
book-entry only form, the record date will be one business day before the
distribution dates. Such distributions will be paid through the institutional
trustee who will hold amounts received in respect of the junior subordinated
debt securities in the Property Account for the benefit of the holders of the
trust securities. Unless any applicable laws and regulations and the provisions
of the declaration state otherwise, each such payment will be made as described
under "-- Book-Entry Only Issuance -- The Depository Trust Company" below.
In the event that the capital securities do not continue to remain in
book-entry only form, the relevant record dates will conform to the rules of any
securities exchange on which the capital securities are listed and, if none, the
regular trustees will have the right to select relevant record dates, which will
be more than 14 days but less than 60 days prior to the relevant payment dates.
In the event that any date on which distributions are to be made on the capital
securities is not a business day, then payment of the distributions payable on
such date will be made on the next succeeding day which is a business day, and
without any interest or other payment in respect of any such delay. However, if
such business day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding business day, in each case with the same force
and effect as if made on such record date. A "business day" means any day other
than Saturday, Sunday or any other day on which banking institutions in New York
City are permitted or required by any applicable law to close.
MANDATORY REDEMPTION OF TRUST SECURITIES
The capital securities have no stated maturity date but will be redeemed
upon the maturity of the junior subordinated debt securities or to the extent
the junior subordinated debt securities are redeemed. The junior subordinated
debt securities will mature on , 20 , and may be redeemed, in
whole or in part, at any time on or after . The junior
subordinated debt securities can also be redeemed at any time, in whole or in
part, in certain circumstances upon the occurrence of a Tax Event, an Investment
Company Event or a Regulatory Capital Event.
Upon the maturity of the junior subordinated debt securities, the proceeds
of their repayment shall simultaneously be applied to redeem all outstanding
trust securities at the redemption price. Upon the redemption of the junior
subordinated debt securities, whether in whole or in part, either at the option
of Citigroup or pursuant to a Tax Event, an Investment Company Event or a
Regulatory Capital Event, Citigroup Capital will use the cash it receives upon
the redemption to redeem trust securities having an aggregate liquidation amount
equal to the aggregate principal amount of the junior subordinated debt
securities so redeemed at the redemption price. Before such redemption, holders
of trust securities will be given not less than 30 nor more than 60 days'
notice. In the event that fewer than all of the outstanding capital securities
are to be redeemed, the capital securities will be redeemed on a ratable basis
as described under "-- Book-Entry Only Issuance -- The Depository Trust Company"
below. See "-- Special Event Redemption" and "Description of the Junior
Subordinated Debt Securities -- Optional Redemption."
SPECIAL EVENT REDEMPTION
"Tax Event" means that the regular trustees will have received an opinion
of a nationally recognized independent tax counsel experienced in such matters
which states that, as a result of any:
- amendment to, or change in, the laws or associated regulations of the
United States or any political subdivision or taxing authority of the
United States; or
- amendment to, or change in, an interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or
regulatory authority, including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or
after the date of this prospectus,
15
<PAGE> 92
there is more than an insubstantial risk that:
- Citigroup Capital would be required to pay United States federal income
tax relating to income accrued or received on the junior subordinated
debt securities;
- interest payable to Citigroup Capital on the junior subordinated debt
securities would not be deductible by Citigroup for United States federal
income tax purposes; or
- Citigroup Capital would be required to pay more than a minimal amount of
other taxes, duties or other governmental charges.
"Investment Company Event" means that the regular trustees will have
received an opinion of a nationally recognized independent counsel experienced
in such matters which states that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that Citigroup Capital is or
will be considered an "investment company" which is required to be registered
under the 1940 Act.
"Regulatory Capital Event" means that if Citigroup determines, based on an
opinion of counsel experienced in such matters, who may be an employee of
Citigroup or any of its affiliates, that, as a result of
- any amendment to, clarification of or change in applicable laws or
regulations or official interpretations thereof or policies with respect
thereto or
- any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations,
there is more than an insubstantial risk that the capital securities will no
longer constitute Tier I Capital of Citigroup or any bank holding company of
which Citigroup is a subsidiary for purposes of the capital adequacy guidelines
or policies of the Board of Governors of the Federal Reserve System or its
successor as Citigroup's primary federal banking regulator.
This prospectus refers to a Tax Event, an Investment Company Event or a
Regulatory Capital Company Event as a "Special Event." Provided that Citigroup
obtains any required regulatory approval, if a Special Event occurs and
continues, Citigroup may, upon not less than 30 nor more than 60 days' notice,
redeem the junior subordinated debt securities, in whole or in part, for cash
within 90 days following the occurrence of such Special Event. Following such
redemption, trust securities with an aggregate liquidation amount equal to the
aggregate principal amount of the junior subordinated debt securities so
redeemed shall be redeemed by Citigroup Capital at the redemption price on a
ratable basis. If, however, at the time there is available to Citigroup or
Citigroup Capital the opportunity to eliminate, within such 90-day period, the
Special Event by taking some ministerial action, such as filing a form or making
an election or pursuing some other similar reasonable measure that will have no
adverse effect on Citigroup Capital, Citigroup or the holders of the trust
securities, then Citigroup or Citigroup Capital will pursue such measure instead
of redemption.
DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Citigroup will have the right at any time to dissolve Citigroup Capital.
After satisfaction of the liabilities of creditors of Citigroup Capital as
provided by applicable law, Citigroup Capital may cause junior subordinated debt
securities to be distributed to the holders of the capital securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of the capital securities then outstanding. Prior to any such
dissolution, Citigroup will obtain any required regulatory approvals.
If the junior subordinated debt securities are distributed to the holders
of the capital securities, Citigroup will use its best efforts to cause the
junior subordinated debt securities to be listed on the NYSE or on such other
exchange as the capital securities are then listed.
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<PAGE> 93
After the date for any distribution of junior subordinated debt securities
upon dissolution of Citigroup Capital:
- the capital securities will no longer be deemed to be outstanding;
- the securities depositary or its nominee, as the record holder of the
capital securities, will receive a registered global certificate or
certificates representing the junior subordinated debt securities to be
delivered upon such distribution; and
- any certificates representing capital securities not held by the
depositary or its nominee will be deemed to represent junior subordinated
debt securities having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical
to the distribution rate of, and with accrued and unpaid interest equal
to accrued and unpaid distributions on, such capital securities until
such certificates are presented to Citigroup or its agent for transfer or
reissuance.
There can be no assurance as to the market prices for either the capital
securities or the junior subordinated debt securities that may be distributed in
exchange for the capital securities if a dissolution and liquidation of
Citigroup Capital were to occur. This means that the capital securities that an
investor may purchase, whether pursuant to the offer made by this prospectus or
in the secondary market, or the junior subordinated debt securities that an
investor may receive if a dissolution and liquidation of Citigroup Capital were
to occur, may trade at a discount to the price that the investor paid to
purchase the capital securities offered by this prospectus.
REDEMPTION PROCEDURES
Citigroup Capital may not redeem fewer than all of the outstanding capital
securities unless all accrued and unpaid distributions have been paid on all
capital securities for all distribution periods terminating on or
prior to the date of redemption.
If (1) Citigroup Capital gives an irrevocable notice of redemption of the
capital securities, and (2) if Citigroup has paid to the institutional trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the junior subordinated debt securities, then, by 12:00 noon, New York City
time, on the redemption date, the institutional trustee will irrevocably deposit
with the depositary funds sufficient to pay the applicable redemption price.
Citigroup Capital will also give the depositary irrevocable instructions and
authority to pay the redemption price to the holders of the capital securities.
Once notice of redemption is given and funds are irrevocably deposited,
distributions will cease to accrue and all rights of holders of capital
securities called for redemption will cease, except the right of the holders to
receive the redemption price but without interest on such redemption price. If
any redemption date is not a business day, then payment of the redemption price
payable on such date will be made on the next succeeding day that is a business
day, without any interest or other payment in respect of any such delay.
However, if such business day falls in the next calendar year, such payment will
be made on the immediately preceding business day.
If payment of the redemption price for any capital securities is improperly
withheld or refused and not paid either by Citigroup Capital, or by Citigroup
pursuant to the guarantee, distributions on such capital securities will
continue to accrue at the then applicable rate from the original redemption date
to the date of payment. In this case, the actual payment date will be the
redemption date for purposes of calculating the redemption price. See
"-- Book-Entry Only Issuance -- The Depository Trust Company."
In the event that fewer than all of the outstanding capital securities are
to be redeemed, the capital securities will be redeemed in accordance with the
depositary's standard procedures. See "-- Book-Entry Only Issuance -- The
Depository Trust Company."
Citigroup or its subsidiaries may, at any time, and from time to time,
purchase outstanding capital securities by tender, in the open market or by
private agreement, provided that it complies with United States federal
securities laws and any other applicable laws.
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<PAGE> 94
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
This prospectus refers to any voluntary or involuntary liquidation,
dissolution, winding-up or termination of Citigroup Capital as a "liquidation."
If a liquidation occurs, the holders of the capital securities will be entitled
to receive out of the assets of Citigroup Capital, after satisfaction of
liabilities to creditors, distributions in an amount equal to the aggregate of
the stated liquidation amount of $ per capital security plus accrued and
unpaid distributions thereon to the date of payment. But such holders won't
receive such distribution if Citigroup instead distributes on a ratable basis to
the holders of the capital securities junior subordinated debt securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and with
accrued and unpaid interest equal to accrued and unpaid distributions on, the
capital securities outstanding at such time. See "-- Distribution of the Junior
Subordinated Debt Securities."
If this distribution can be paid only in part because Citigroup Capital has
insufficient assets available to pay in full the aggregate distribution, then
the amounts payable directly by Citigroup Capital on the capital securities
shall be paid on a ratable basis. The holders of the common securities will be
entitled to receive distributions upon any such liquidation on a ratable basis
with the holders of the capital securities. However, if a declaration event of
default has occurred and is continuing, the capital securities shall have a
preference over the common securities with regard to such distributions.
Pursuant to the declaration, Citigroup Capital shall terminate:
(1) on , 20 , the expiration of the term of Citigroup
Capital;
(2) upon the bankruptcy of Citigroup or the holder of the common
securities;
(3) upon (a) the filing of a certificate of dissolution or its equivalent
regarding the holder of the common securities or Citigroup, the filing
of a certificate of cancellation regarding Citigroup Capital, or the
revocation of the charter of the holder of the common securities or
Citigroup and (b) the expiration of 90 days after the date of
revocation without a reinstatement thereof;
(4) upon the distribution of junior subordinated debt securities to holders
of capital securities;
(5) upon the entry of a decree of a judicial dissolution of the holder of
the common securities, Citigroup or Citigroup Capital; or
(6) upon the redemption of all the trust securities.
DECLARATION EVENTS OF DEFAULT
An "indenture event of default" is an event of default under the indenture
and also constitutes a "declaration event of default," which is an event of
default under the declaration relating to the trust securities. Pursuant to the
declaration, however, the holder of the common securities will be deemed to have
waived any declaration event of default relating to the common securities until
all declaration events of default relating to the capital securities have been
cured, waived or otherwise eliminated. Until such declaration events of default
relating to the capital securities have been so cured, waived, or otherwise
eliminated, the institutional trustee will be deemed to be acting solely on
behalf of the holders of the capital securities. Only the holders of the capital
securities will have the right to direct the institutional trustee as to matters
under the declaration, and therefore the indenture. In the event that any
declaration event of default relating to the capital securities is waived by the
holders of the capital securities as provided in the declaration, the holders of
common securities pursuant to the declaration have agreed that such waiver also
constitutes a waiver of such declaration event of default relating to the common
securities for all purposes under the declaration without any further act, vote
or consent of the holders of common securities. See "-- Voting Rights."
If the institutional trustee fails to enforce its rights under the junior
subordinated debt securities, any holder of capital securities may directly
institute a legal proceeding against Citigroup to enforce these rights without
first suing the institutional trustee or any other person or entity. If a
declaration event of
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<PAGE> 95
default has occurred and is continuing and such event is attributable to the
failure of Citigroup to pay interest or principal on the junior subordinated
debt securities on the date such interest or principal is otherwise payable, or
in the case of redemption, the redemption date, then a holder of capital
securities may also bring a direct action. This means that a holder may directly
sue for enforcement of payment to such holder of the principal of or interest on
the junior subordinated debt securities having a principal amount equal to the
aggregate liquidation amount of the capital securities of such holder on or
after the respective due date specified in the junior subordinated debt
securities. Such holder need not first (1) direct the institutional trustee to
enforce the terms of the junior subordinated debt securities or (2) sue
Citigroup to enforce the institutional trustee's rights under the junior
subordinated debt securities.
In connection with such direct action, Citigroup will be subrogated to the
rights of such holder of capital securities under the declaration to the extent
of any payment made by Citigroup to such holder of capital securities in such
direct action. This means that Citigroup will be entitled to payment of amounts
that a holder of capital securities receives in respect of an unpaid
distribution that resulted in the bringing of a direct action to the extent that
such holder receives or has already received full payment relating to such
unpaid distribution from Citigroup Capital. The holders of capital securities
will not be able to exercise directly any other remedy available to the holders
of the junior subordinated debt securities.
Upon the occurrence of an indenture event of default, the institutional
trustee as the sole holder of the junior subordinated debt securities will have
the right under the indenture to declare the principal of and interest on the
junior subordinated debt securities to be immediately due and payable. Citigroup
and Citigroup Capital are each required to file annually with the institutional
trustee an officers' certificate as to its compliance with all conditions and
covenants under the declaration.
VOTING RIGHTS
Except as described in this prospectus under "Description of
Guarantee -- Modification of Guarantee; Assignment," and except as provided
under the Trust Act, the Trust Indenture Act and as otherwise required by law
and the declaration, the holders of the capital securities will have no voting
rights.
The holders of a majority in aggregate liquidation amount of the capital
securities have the right to direct any proceeding for any remedy available to
the institutional trustee so long as the institutional trustee receives the tax
opinion discussed below. The holders also have the right to direct the
institutional trustee under the declaration to:
(1) direct any proceeding for any remedy available to the indenture
trustee, or exercising any trust or power conferred on the indenture
trustee;
(2) waive any past indenture event of default that is waivable under
Section 5.13 of the indenture;
(3) exercise any right to rescind or annul an acceleration of the maturity
of the junior subordinated debt securities; or
(4) consent to any amendment, modification or termination where such
consent is required.
Where a consent or action under the indenture would require the consent or
act of holders of more than a majority in principal amount of the junior
subordinated debt securities, or a "super majority," then only a super majority
may direct the institutional trustee to give such consent or take such action.
If the institutional trustee fails to enforce its rights under the junior
subordinated debt securities, any record holder of capital securities may
directly sue Citigroup to enforce the institutional trustee's rights under the
junior subordinated debt securities. The record holder does not have to sue the
institutional trustee or any other person or entity before enforcing his rights.
The institutional trustee is required to notify all holders of the capital
securities of any notice of default received from the indenture trustee. The
notice is required to state that the event of default also constitutes a
declaration event of default. Except for directing the time, method and place of
conducting a proceeding for a remedy available to the institutional trustee, the
institutional trustee will not take any of the actions described in clauses (1),
(2), (3) or (4) above unless the institutional trustee receives an
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opinion of a nationally recognized independent tax counsel. The opinion must be
to the effect that, as a result of such action, Citigroup Capital will not fail
to be classified as a grantor trust for United States federal income tax
purposes.
If the consent of the institutional trustee is required under the indenture
for any amendment, modification or termination of the indenture, the
institutional trustee is required to request the written direction of the
holders of the trust securities. Then, the institutional trustee will vote as
directed by a majority in liquidation amount of the trust securities voting
together as a single class. Where any amendment, modification or termination
under the indenture would require the consent of a super majority, however, the
institutional trustee may only give such consent at the direction of the holders
of the same super majority of the holders of the trust securities. The
institutional trustee is not required to take any such action in accordance with
the directions of the holders of the trust securities unless the institutional
trustee has obtained a tax opinion to the effect described above.
A waiver of an indenture event of default by the institutional trustee at
the direction of the holders of the capital securities will constitute a waiver
of the corresponding declaration event of default.
Any required approval or direction of holders of capital securities may be
given at a separate meeting of holders of capital securities convened for such
purpose, at a meeting of all of the holders of trust securities or by written
consent. The regular trustees will mail to each holder of record of capital
securities a notice of any meeting at which such holders are entitled to vote,
or of any matter upon which action by written consent of such holders is to be
taken. Each such notice will include a statement setting forth the following
information:
- the date of such meeting or the date by which such action is to be taken;
- a description of any resolution proposed for adoption at such meeting on
which such holders are entitled to vote or of such matter upon which
written consent is sought; and
- instructions for the delivery of proxies or consents.
No vote or consent of the holders of capital securities will be required
for Citigroup Capital to redeem and cancel capital securities or distribute
junior subordinated debt securities in accordance with the declaration.
Despite the fact that holders of capital securities are entitled to vote or
consent under the circumstances described above, any of the capital securities
that are owned at the time by Citigroup or any entity directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
Citigroup, will not be entitled to vote or consent. Instead, these capital
securities will be treated as if they were not outstanding.
The procedures by which holders of capital securities may exercise their
voting rights are described below. See "-- Book-Entry Only Issuance -- The
Depository Trust Company."
Holders of the capital securities generally will have no rights to appoint
or remove the Citigroup trustees. Instead, the trustees may be appointed,
removed or replaced solely by Citigroup as the indirect or direct holder of all
of the common securities.
MODIFICATION OF THE DECLARATION
The declaration may be modified and amended if approved by the regular
trustees, and in certain circumstances, the institutional trustee and the
Delaware trustee. If, however, any proposed amendment provides for, or the
regular trustees otherwise propose to effect,
(1) any action that would adversely affect the powers, preferences or
special rights of the trust securities, whether by way of amendment to
the declaration or otherwise or
(2) the dissolution, winding-up or termination of Citigroup Capital other
than pursuant to the terms of the declaration,
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then the holders of the trust securities voting together as a single class will
be entitled to vote on such amendment or proposal. Such amendment or proposal
shall not be effective except with the approval of holders of at least a
majority in liquidation amount of the trust securities affected thereby. If,
however, any amendment or proposal referred to in clause (1) above would
adversely affect only the capital securities or the common securities, then only
holders of the affected class will be entitled to vote on such amendment or
proposal. Such amendment or proposal shall not be effective except with the
approval of holders of a majority in liquidation amount of such class of trust
securities.
Despite the foregoing, no amendment or modification may be made to the
declaration if such amendment or modification would
(1) cause Citigroup Capital to be classified for United States federal
income tax purposes as other than a grantor trust,
(2) reduce or otherwise adversely affect the powers of the institutional
trustee or
(3) cause Citigroup Capital to be deemed an "investment company" which is
required to be registered under the 1940 Act.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
Citigroup Capital may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body except as
described below. Citigroup Capital may, with the consent of the regular trustees
and without the consent of the holders of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State; provided, that:
(1) such successor entity either
(a) expressly assumes all of the obligations of Citigroup Capital under
the trust securities or
(b) substitutes for the capital securities other successor securities
having substantially the same terms as the trust securities, so long
as the successor securities rank the same as the trust securities
rank regarding distributions and payments upon liquidation,
redemption and otherwise;
(2) Citigroup expressly acknowledges a trustee of such successor entity
possessing the same powers and duties as the institutional trustee, in
its capacity as the holder of the junior subordinated debt securities;
(3) the capital securities or any successor securities are listed, or any
successor securities will be listed upon notification of issuance, on
any national securities exchange or with another organization on which
the capital securities are then listed or quoted;
(4) such merger, consolidation, amalgamation or replacement does not cause
the capital securities, including any successor securities, to be
downgraded by any nationally recognized statistical rating
organization;
(5) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the holders
of the trust securities, including any successor securities, in any
material respect, other than in connection with any dilution of the
holders' interest in the new entity;
(6) such successor entity has a purpose identical to that of Citigroup
Capital;
(7) prior to such merger, consolidation, amalgamation or replacement,
Citigroup Capital has received an opinion of a nationally recognized
independent counsel to Citigroup Capital experienced in such matters to
the effect that
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(a) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the
holders of the trust securities, including any successor securities,
in any material respect, other than in connection with any dilution
of the holders' interest in the new entity; and
(b) following such merger, consolidation, amalgamation or replacement,
neither Citigroup Capital nor such successor entity will be required
to register as an "investment company" under the 1940 Act; and
(8) Citigroup guarantees the obligations of such successor entity under the
successor securities at least to the extent provided by the guarantee.
Despite the foregoing, Citigroup Capital shall not, except with the consent
of holders of 100% in liquidation amount of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
in the opinion of a nationally recognized independent tax counsel experienced in
such matters, such consolidation, amalgamation, merger or replacement would
cause Citigroup Capital or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The capital securities will be book-entry securities. Upon issuance, all
book-entry securities will be represented by one or more fully registered global
capital securities, without distribution coupons. Each global capital security
will be deposited with, or on behalf of, The Depositary Trust Company, a
securities depository, and will be registered in the name of DTC or a nominee of
DTC. DTC will thus be the only registered holder of these capital securities and
will be considered the sole owner of the capital securities for purposes of the
declaration.
Purchasers of capital securities may only hold interests in the global
notes through DTC if they are a participant in the DTC system. Purchasers may
also hold interests through a securities intermediary -- banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
has an account with DTC or its nominee. DTC will maintain accounts showing the
capital security holdings of its participants, and these participants will in
turn maintain accounts showing the capital security holdings of their customers.
Some of these customers may themselves be securities intermediaries holding
capital securities for their customers. Thus, each beneficial owner of a
book-entry capital security will hold that capital security indirectly through a
hierarchy of intermediaries, with DTC at the "top" and the beneficial owner's
own securities intermediary at the "bottom."
The capital securities of each beneficial owner of a book-entry security
will be evidenced solely by entries on the books of the beneficial owner's
securities intermediary. The actual purchaser of the capital securities will
generally not be entitled to have the capital securities represented by the
global securities registered in its name and will not be considered the owner
under the declaration. In most cases, a beneficial owner will also not be able
to obtain a paper certificate evidencing the holder's ownership of capital
securities. The book-entry system for holding capital securities eliminates the
need for physical movement of certificates and is the system through which most
publicly traded common stock is held in the United States. However, the laws of
some jurisdictions require some purchasers of securities to take physical
delivery of their securities in definitive form. These laws may impair the
ability to transfer book-entry securities.
A beneficial owner of book-entry securities represented by a global capital
security may exchange the securities for definitive (paper) capital securities
only if:
(a) DTC is unwilling or unable to continue as depositary for such global
capital security and Citigroup is unable to find a qualified
replacement for DTC within 90 days;
(b) at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
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(c) Citigroup in its sole discretion decides to allow some or all
book-entry securities to be exchangeable for definitive capital
securities in registered form.
Unless we indicate otherwise in the applicable prospectus supplement, any
global capital security that is exchangeable will be exchangeable in whole for
definitive notes in registered form, with the same terms and of an equal
aggregate principal amount, in denominations of $ and whole multiples
of $ . Definitive capital securities will be registered in the name or
names of the person or persons specified by DTC in a written instruction to the
registrar of the securities. DTC may base its written instruction upon
directions it receives from its participants.
In this prospectus, for book-entry capital securities, references to
actions taken by capital security holders will mean actions taken by DTC upon
instructions from its participants, and references to payments and notices of
redemption to capital security holders will mean payments and notices of
redemption to DTC as the registered holder of the capital securities for
distribution to participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
banking law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under section 17A of the Securities Exchange Act of 1934. The
rules applicable to DTC and its participants are on file with the SEC.
Citigroup and the Trustees will not have any responsibility or liability
for any aspect of the records relating to, or payments made on account of,
beneficial ownership interest in the book-entry securities or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests.
DTC may discontinue providing its services as securities depositary with
respect to the capital securities at any time by giving reasonable notice to
Citigroup Capital. Under such circumstances, in the event that a successor
securities depositary is not obtained, capital securities certificates are
required to be printed and delivered. Additionally, the regular trustees, with
the consent of Citigroup, may decide to discontinue use of the system of
book-entry transfers through DTC or any successor depositary with respect to the
capital securities. In that event, certificates for the capital securities will
be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Citigroup and Citigroup Capital believe to
be reliable, but neither Citigroup nor Citigroup Capital takes responsibility
for the accuracy thereof.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
Prior to the occurrence of a default relating to the trust securities, the
institutional trustee undertakes to perform only such duties as are specifically
set forth in the declaration. After such a default, the institutional trustee
will exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. The institutional trustee is under no
obligation to exercise any of the powers vested in it by the declaration at the
request of any holder of capital securities unless offered reasonable indemnity
by such holder against the costs, expenses and liabilities which might be
incurred thereby. Despite the foregoing, the holders of capital securities will
not be required to offer such indemnity in the event such holders, by exercising
their voting rights, direct the institutional trustee to take any action
following a declaration event of default.
PAYING AGENT
In the event that the capital securities do not remain in book-entry only
form, the following provisions will apply:
- the institutional trustee will act as paying agent and may designate an
additional or substitute paying agent at any time;
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- registration of transfers of capital securities will be effected without
charge by or on behalf of Citigroup Capital, but upon payment, with the
giving of such indemnity as Citigroup Capital or the Company may require,
in respect of any tax or other government charges that may be imposed in
relation to it; and
- Citigroup Capital will not be required to register or cause to be
registered the transfer of capital securities after such capital
securities have been called for redemption.
GOVERNING LAW
The declaration and the capital securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The regular trustees are authorized and directed to operate Citigroup
Capital in such a way so that Citigroup Capital will not be required to register
as an "investment company" under the 1940 Act or be characterized as other than
a grantor trust for United States federal income tax purposes. Citigroup is
authorized and directed to conduct its affairs so that the junior subordinated
debt securities will be treated as indebtedness of Citigroup for United States
federal income tax purposes. In this connection, Citigroup and the regular
trustees are authorized to take any action, not inconsistent with applicable
law, the certificate of trust of Citigroup Capital or the certificate of
incorporation of Citigroup, that each of Citigroup and the regular trustees
determine in their discretion to be necessary or desirable to achieve such end,
as long as such action does not adversely affect the interests of the holders of
the capital securities or vary the terms of the capital securities.
Holders of the capital securities have no preemptive rights.
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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Set forth below is a description of the specific terms of the junior
subordinated debt securities in which Citigroup Capital will invest the proceeds
from the issuance and sale of the trust securities. The following description is
not intended to be complete and is qualified by the indenture, dated as of
October 7, 1996, as supplemented, between Citigroup and The Chase Manhattan
Bank, as the indenture trustee, the form of which is filed as an exhibit to the
registration statement of which this prospectus forms a part and the Trust
Indenture Act. Several capitalized terms used herein are defined in the
indenture. Wherever particular sections or defined terms of the indenture are
referred to, such sections or defined terms are incorporated herein by reference
as part of the statement made, and the statement is qualified in its entirety by
such reference.
Under circumstances discussed more fully below involving the dissolution of
Citigroup Capital, provided that any required regulatory approval is obtained,
junior subordinated debt securities will be distributed to the holders of the
trust securities in liquidation of Citigroup Capital. See "Description of the
Capital Securities -- Special Event Redemption or Distribution."
If the junior subordinated debt securities are distributed to the holders
of the capital securities, Citigroup will use its best efforts to have the
junior subordinated debt securities listed on the NYSE or on such other national
securities exchange or similar organization on which the capital securities are
then listed or quoted.
GENERAL
The junior subordinated debt securities will be issued as unsecured debt
under the indenture. The junior subordinated debt securities will be limited in
aggregate principal amount to approximately $ . This amount is the sum of
the aggregate stated liquidation amount of the capital securities and the
capital contributed by Citigroup to Citigroup Capital in exchange for the common
securities. (Section 3.1)
The entire principal amount of the junior subordinated debt securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon including compound interest (as defined herein) and additional interest
(as defined herein), if any, on , 20 .
If junior subordinated debt securities are distributed to holders of
capital securities in liquidation of such holders' interests in Citigroup
Capital, such junior subordinated debt securities will initially be issued in
the form of one or more global securities (as described below). As described in
this prospectus, under limited circumstances, junior subordinated debt
securities may be issued in certificated form in exchange for a global security.
In the event that junior subordinated debt securities are issued in certificated
form, such junior subordinated debt securities will be in denominations of
$ and integral multiples thereof and may be transferred or exchanged at the
offices described below. Payments on junior subordinated debt securities issued
as a global security will be made to DTC, to a successor depositary or, in the
event that no depositary is used, to a paying agent for the junior subordinated
debt securities. In the event junior subordinated debt securities are issued in
certificated form, principal and interest will be payable, the transfer of the
junior subordinated debt securities will be registrable and junior subordinated
debt securities will be exchangeable for junior subordinated debt securities of
other denominations of a like aggregate principal amount at the corporate trust
office of the indenture trustee in New York, New York. Payment of interest may
be made at the option of Citigroup by check mailed to the address of the persons
entitled thereto. See "Book-Entry and Settlement."
Citigroup does not intend to issue and sell the junior subordinated debt
securities to any purchasers other than Citigroup Capital.
There are no covenants or provisions in the indenture that would afford the
holders of the junior subordinated debt securities protection in the event of a
highly leveraged transaction, reorganization, restructuring, merger or similar
transaction involving Citigroup that may adversely affect such holders.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
The indenture provides that Citigroup will not consolidate with or merge
into any other corporation or convey, transfer or lease its assets substantially
as an entirety unless:
- the successor is a corporation organized in the United States and
expressly assumes the due and punctual payment of the principal of, and
premium, if any, and interest on all junior subordinated debt securities
issued thereunder and the performance of every other covenant of the
indenture on the part of Citigroup; and
- immediately thereafter no event of default and no event which, after
notice or lapse of time, or both, would become an event of default, shall
have happened and be continuing.
Upon any such consolidation, merger, conveyance or transfer, the successor
corporation shall succeed to and be substituted for Citigroup under the
indenture. Thereafter the predecessor corporation shall be relieved of all
obligations and covenants under the indenture and the junior subordinated debt
securities. (Sections 8.1 and 8.2)
SUBORDINATION
The indenture provides that the junior subordinated debt securities are
subordinated and junior in right of payment to all Senior Indebtedness (as
defined below) of Citigroup. This means that no payment of principal, including
redemption payments, premium, if any, or interest on the junior subordinated
debt securities may be made if:
- any Senior Indebtedness of Citigroup has not been paid when due and any
applicable grace period relating to such default has ended and such
default has not been cured or waived or ceased to exist; or
- the maturity of any Senior Indebtedness of Citigroup has been accelerated
because of a default.
Upon any distribution of assets of Citigroup to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all principal, premium, if any, and interest due or to become due on all Senior
Indebtedness of Citigroup must be paid in full before the holders of junior
subordinated debt securities are entitled to receive or retain any payment. Upon
satisfaction of all claims related to all Senior Indebtedness of Citigroup then
outstanding, the rights of the holders of the junior subordinated debt
securities will be subrogated to the rights of the holders of Senior
Indebtedness of Citigroup to receive payments or distributions applicable to
Senior Indebtedness until all amounts owing on the junior subordinated debt
securities are paid in full.
The term "Senior Indebtedness" means, with respect to Citigroup:
(1) the principal, premium, if any, and interest in respect of (a)
indebtedness for money borrowed and (b) indebtedness evidenced by securities,
notes, debentures, bonds or other similar instruments issued by Citigroup;
(2) all capital lease obligations of Citigroup;
(3) all obligations of Citigroup issued or assumed as the deferred purchase
price of property, all conditional sale obligations of Citigroup and all
obligations of Citigroup under any conditional sale or title retention
agreement, but excluding trade accounts payable arising in the ordinary course
of business;
(4) all obligations, contingent or otherwise, of Citigroup in respect of
any letters of credit, banker's acceptance, security purchase facilities or
similar credit transactions;
(5) all obligations in respect of interest rate swap, cap or other
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements;
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(6) all obligations of the type referred to in clauses (1) through (5)
above of other persons for the payment of which Citigroup is responsible or
liable as obligor, guarantor or otherwise; and
(7) all obligations of the type referred to in clauses (1) through (6)
above of other persons secured by any lien on any property or asset of
Citigroup, whether or not such obligation is assumed by such obligor, except for
(A) any such indebtedness that is by its terms subordinated to or
equally with the junior subordinated debt securities and
(B) any indebtedness between or among Citigroup or its affiliates,
including all other debt securities and guarantees in respect of
those debt securities, issued to (a) any other Citigroup trust or a
trustee of such trust and (b) any other trust, or a trustee of such
trust, partnership or other entity affiliated with Citigroup that is
a financing vehicle of Citigroup in connection with the issuance by
such financing vehicle of capital securities or other securities
guaranteed by Citigroup pursuant to an instrument that ranks equally
with, or junior to, the guarantee.
Such Senior Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.
The indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by Citigroup.
OPTIONAL REDEMPTION
Citigroup shall have the right to redeem the junior subordinated debt
securities, in whole or in part, from time to time, on or after ,
or at any time upon the occurrence of a Tax Event, an Investment Company Event
or a Regulatory Capital Event, as described above, upon not less than 30 nor
more than 60 days' notice. The redemption price will be equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest, including
additional interest (as described below), if any, to the redemption date. If a
partial redemption of the capital securities resulting from a partial redemption
of the junior subordinated debt securities would result in the delisting of the
capital securities, Citigroup may only redeem the junior subordinated debt
securities in whole. (Section 11.2) Citigroup may need regulatory approval to
redeem the junior subordinated debt securities. See "Description of the Capital
Securities -- Special Event Redemption."
INTEREST
The junior subordinated debt securities will bear interest at the annual
rate of %, from and including the original date of issuance, payable
in arrears on of each year, commencing
. Each date on which interest is paid is called an "interest
payment date." Interest will be paid to the person in whose name such junior
subordinated debt security is registered, with limited exceptions, at the close
of business on the business day next preceding such interest payment date. In
the event the junior subordinated debt securities shall not continue to remain
in book-entry only form, Citigroup shall have the right to select record dates,
which shall be more than 14 days but less than 60 days prior to the interest
payment date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full period will be computed on the
basis of the actual number of days elapsed per 30-day month. In the event that
any date on which interest is payable on the junior subordinated debt securities
is not a business day, then payment of the interest payable on such date will be
made on the next succeeding day that is a business day, and without any interest
or other payment in respect of any such delay. However, if such business day is
in the next succeeding calendar year, then such payment shall be made on the
immediately preceding business day, in each case with the same force and effect
as if made on such date.
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OPTION TO EXTEND INTEREST PAYMENT PERIOD
Citigroup can defer interest payments by extending the interest payment
period for a period not exceeding consecutive periods. However,
no extension period may extend beyond the maturity of the junior subordinated
debt securities. At the end of such extension period, Citigroup shall pay all
interest then accrued and unpaid, including any additional interest as described
under "Additional Interest" below, together with interest thereon compounded
at the rate specified for the junior subordinated debt securities
to the extent permitted by applicable law. During any such extension period:
- Citigroup shall not declare or pay any dividend on, make any
distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any
guarantee payment with respect thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of Citigroup's
capital stock; or
- the purchase of fractional interests in shares of Citigroup's capital
stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and
- Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem, any debt securities issued by
Citigroup which rank equally with or junior to the junior subordinated
debt securities.
The foregoing, however, will not apply to any stock dividends paid by Citigroup
where the dividend stock is the same stock as that on which the dividend is
being paid. Prior to the termination of any extension period, Citigroup may
further defer payments of interest by extending such extension period. Such
extension period, including all such previous and further extensions, however,
may not exceed consecutive interest periods, including the
interest period in which notice of such extension period is
given. No extension period, however, may extend beyond the maturity of the
junior subordinated debt securities. Upon the termination of any extension
period and the payment of all amounts then due, Citigroup may commence a new
extension period, if consistent with the terms set forth in this section. No
interest during an extension period, except at the end of such period, shall be
due and payable.
Citigroup has no present intention of exercising its right to defer
payments of interest by extending the interest payment period on the junior
subordinated debt securities. If the institutional trustee is the sole holder of
the junior subordinated debt securities, Citigroup shall give the regular
trustees and the institutional trustee notice of its selection of such extension
period one business day prior to the earlier of
(1) the date distributions on the capital securities would be payable, if
not for such extension period, or
(2) the date the regular trustees are required to give notice to the NYSE
or other applicable self-regulatory organization or to holders of the
capital securities of the record date or the date such distribution
would be payable, if not for such extension period,
but in any event one business day prior to such record date. The regular
trustees shall give notice of Citigroup's selection of such extension period to
the holders of the capital securities. If the institutional trustee is not the
sole holder of the junior subordinated debt securities, Citigroup shall give the
holders of
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the junior subordinated debt securities notice of its selection of such
extension period ten business days prior to the earlier of
(1) the next succeeding interest payment date or
(2) the date upon which Citigroup is required to give notice to the NYSE or
other applicable self-regulatory organization or to holders of the
junior subordinated debt securities of the record or payment date of
such related interest payment. (Sections 13.1 and 13.2)
ADDITIONAL INTEREST
If at any time Citigroup Capital is required to pay any taxes, duties,
assessments or governmental charges of whatever nature, other than withholding
taxes, imposed by the United States, or any other taxing authority, then
Citigroup will be required to pay additional interest on the junior subordinated
debt securities. The amount of any additional interest will be an amount
sufficient so that the net amounts received and retained by Citigroup Capital
after paying any such taxes, duties, assessments or other governmental charges
will be not less than the amounts Citigroup Capital would have received had no
such taxes, duties, assessments or other governmental charges been imposed. This
means that Citigroup Capital will be in the same position it would have been if
it did not have to pay such taxes, duties, assessments or other charges.
INDENTURE EVENTS OF DEFAULT
The indenture provides that the following are events of default relating to
the junior subordinated debt securities:
(1) default in the payment of the principal of, or premium, if any, on, any
junior subordinated debt security at its maturity;
(2) default for 30 days in the payment of any installment of interest on
any junior subordinated debt security;
(3) default for 90 days after written notice in the performance of any
other covenant in respect of the junior subordinated debt securities;
(4) specified events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of Citigroup; and
(5) any other event of default provided in the applicable resolution of the
board of directors or supplemental indenture under which the junior
subordinated debt securities are issued.
The indenture trustee may withhold notice to the holders of the junior
subordinated debt securities of any default with respect thereto, except in the
payment of principal, premium or interest, if it considers such withholding to
be in the interests of such holders. (Section 5.1)
If any indenture event of default shall occur and be continuing, the
institutional trustee, as the holder of the junior subordinated debt securities,
will have the right to declare the principal of and the interest on the junior
subordinated debt securities, including any compound interest and additional
interest, if any, and any other amounts payable under the indenture to be
immediately due and payable. The institutional trustee may also enforce its
other rights as a creditor relating to the junior subordinated debt securities.
(Section 5.2) An indenture event of default also constitutes a declaration event
of default. The holders of capital securities in limited circumstances have the
right to direct the institutional trustee to exercise its rights as the holder
of the junior subordinated debt securities. See "Description of the Capital
Securities -- Declaration Events of Default" and "-- Voting Rights."
Despite the foregoing, if a declaration event of default has occurred and
is continuing and such event is attributable to the failure of Citigroup to pay
interest or principal on the junior subordinated debt securities when such
interest or principal is payable, Citigroup acknowledges that, in such event, a
holder of capital securities may sue for payment on or after the respective due
date specified in the junior
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subordinated debt securities. Citigroup may not amend the indenture to remove
this right to bring a direct action without the prior written consent of all of
the holders of capital securities of Citigroup Capital. Despite any payment made
to such holder of capital securities by Citigroup in connection with a direct
action, Citigroup shall remain obligated to pay the principal of or interest on
the junior subordinated debt securities held by Citigroup Capital or the
institutional trustee of Citigroup Capital. Citigroup shall be subrogated to the
rights of the holder of such capital securities relating to payments on the
capital securities to the extent of any payments made by Citigroup to such
holder in any direct action. The holders of capital securities will not be able
to exercise directly any other remedy available to the holders of the junior
subordinated debt securities. (Sections 5.7 and 5.8)
MODIFICATIONS AND AMENDMENTS
Modifications and amendments to the indenture may be made by Citigroup and
the indenture trustee with the consent of the holders of a majority in principal
amount of the junior subordinated debt securities at the time outstanding.
However, no such modification or amendment may, without the consent of the
holder of each junior subordinated debt security affected thereby:
(1) modify the terms of payment of principal, premium, if any, or interest
on; or
(2) reduce the percentage of holders of junior subordinated debt securities
necessary to modify or amend the indenture or waive compliance by
Citigroup with any covenant or past default.
If the junior subordinated debt securities are held by Citigroup Capital or a
trustee of Citigroup Capital, such supplemental indenture shall not be effective
until the holders of a majority in liquidation preference of trust securities of
Citigroup Capital shall have consented to such supplemental indenture. If the
consent of the holder of each outstanding junior subordinated debt security is
required, such supplemental indenture shall not be effective until each holder
of the trust securities of Citigroup Capital shall have consented to such
supplemental indenture. (Section 9.2)
DISCHARGE AND DEFEASANCE
Citigroup may discharge most of its obligations to holders of the junior
subordinated debt securities issued under the indenture if such junior
subordinated debt securities have not already been delivered to the indenture
trustee for cancellation and either have become due and payable or are by their
terms due and payable within one year, or are to be called for redemption within
one year. Citigroup discharges its obligations by depositing with the indenture
trustee an amount certified to be sufficient to pay when due the principal of
and premium, if any, and interest on all outstanding junior subordinated debt
securities and to make any mandatory scheduled installment payments thereon when
due. (Section 4.1)
Unless otherwise specified in this prospectus relating to the junior
subordinated debt securities, Citigroup, at its option:
(1) will be released from any and all obligations in respect of the junior
subordinated debt securities, which is known as "defeasance and
discharge"; or
(2) need not comply with certain covenants specified herein regarding the
junior subordinated debt securities, which is known as "covenant
defeasance."
If Citigroup exercises its covenant defeasance option, the failure to comply
with any defeased covenant and any event of default in the applicable resolution
of the board of directors or supplemental indenture will no longer be an event
of default under the indenture.
To exercise either its defeasance and discharge or covenant defeasance
options, Citigroup must
(1) deposit with the indenture trustee, in trust, money or U.S. Government
Obligations in an amount sufficient to pay all the principal of and
premium, if any, and any interest on the junior subordinated debt
securities when such payments are due; and
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(2) deliver an opinion of counsel, which, in the case of a defeasance and
discharge pursuant to clause (1) of this sentence, must be based upon a
ruling or administrative pronouncement of the IRS, to the effect that
the holders of the junior subordinated debt securities will not
recognize gain or loss for federal income tax purposes as a result of
such deposit or defeasance and will be required to pay federal income
tax in the same manner as if such defeasance had not occurred.
(Sections 4.2, 4.3 and 4.4).
When there is a defeasance and discharge, the indenture will no longer
govern the junior subordinated debt securities, Citigroup will no longer be
liable for payment and the holders of such junior subordinated debt securities
will be entitled only to the deposited funds. When there is a covenant
defeasance, however, Citigroup will continue to be obligated for payments when
due if the deposited funds are not sufficient to pay the holders.
The obligations under the indenture to pay all expenses of Citigroup
Capital, to register the transfer or exchange of junior subordinated debt
securities, to replace mutilated, defaced, destroyed, lost or stolen junior
subordinated debt securities, and to maintain paying agents and hold monies for
payment in trust will continue even if Citigroup exercises its defeasance and
discharge or covenant defeasance options.
CONCERNING THE INDENTURE TRUSTEE
The indenture trustee has extended substantial credit facilities, the
borrowings under which constitute Senior Indebtedness, to Citigroup. Citigroup
and certain of its subsidiaries also maintain bank accounts, borrow money and
have other customary commercial banking or investment banking relationships with
the indenture trustee in the ordinary course of business.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of capital securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of Citigroup
Capital as a result of the occurrence of a Special Event, the junior
subordinated debt securities will be issued in the form of one or more global
certificates registered in the name of the depositary or its nominee. Each
global certificate is referred to as a "global security." Except under the
limited circumstances described below, junior subordinated debt securities
represented by a global security will not be exchangeable for, and will not
otherwise be issuable as, junior subordinated debt securities in definitive
form. The global securities described above may not be transferred except by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or to a successor depositary
or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in such a global
security.
Except as provided below, owners of beneficial interests in such a global
security will not be entitled to receive physical delivery of junior
subordinated debt securities in definitive form and will not be considered the
holders, as defined in the indenture, of such global security for any purpose
under the indenture. A global security representing junior subordinated debt
securities is only exchangeable for another global security of like denomination
and tenor to be registered in the name of the depositary or its nominee or to a
successor depositary or its nominee. This means that each beneficial owner must
rely on the procedures of the depositary, or if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture.
THE DEPOSITARY
If junior subordinated debt securities are distributed to holders of
capital securities in liquidation of such holders' interests in Citigroup
Capital, DTC will act as securities depositary for the junior subordinated debt
securities. As of the date of this prospectus, the description in this
prospectus of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments
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relating to the capital securities apply in all material respects to any debt
obligations represented by one or more global securities held by DTC. Citigroup
may appoint a successor to DTC or any successor depositary in the event DTC or
such successor depositary is unable or unwilling to continue as a depositary for
the global securities. For a description of DTC and the specific terms of the
depositary arrangements, see "Description of the Capital
Securities -- Book-Entry Only Issuance -- The Depository Trust Company."
None of Citigroup, Citigroup Capital, the indenture trustee, any paying
agent and any other agent of Citigroup or the indenture trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global security
for such junior subordinated debt securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITARY'S SERVICES
A global security shall be exchangeable for junior subordinated debt
securities registered in the names of persons other than the depositary or its
nominee only if:
- the depositary notifies Citigroup that it is unwilling or unable to
continue as a depositary for such global security and no successor
depositary shall have been appointed;
- the depositary, at any time, ceases to be a clearing agency registered
under the Exchange Act at which time the depositary is required to be so
registered to act as such depositary and no successor depositary shall
have been appointed;
- Citigroup, in its sole discretion, determines that such global security
shall be so exchangeable; or
- there shall have occurred an indenture event of default relating to such
junior subordinated debt securities.
Any global security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for junior subordinated debt securities registered in such
names as the depositary shall direct. It is expected that such instructions will
be based upon directions received by the depositary from its participants
relating to ownership of beneficial interests in such global security.
CERTAIN COVENANTS
If the junior subordinated debt securities are issued to Citigroup Capital
or a trustee of such trust in connection with the issuance of trust securities
by Citigroup Capital and
(1) there shall have occurred and be continuing an event of default;
(2) Citigroup shall be in default relating to its payment of any
obligations under the guarantee; or
(3) Citigroup shall have given notice of its election to defer payments of
interest on the junior subordinated debt securities by extending the
interest payment period and such period, or any extension of such
period, shall be continuing;
then
(a) Citigroup shall not declare or pay any dividend on, make any
distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any
guarantee payment with respect thereto other than
- repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;
- as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of Citigroup's
capital stock; or
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- the purchase of fractional interests in shares of Citigroup's capital
stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and
(b) Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem any debt securities issued
by Citigroup which rank equally with or junior to the junior
subordinated debt securities.
The above restriction, however, will not apply to any stock dividends paid by
Citigroup where the dividend stock is the same stock as that on which the
dividend is being paid. (Section 13.3)
So long as the trust securities remain outstanding, Citigroup will covenant
to:
- directly or indirectly maintain 100% ownership of the common securities
of Citigroup Capital, unless a permitted successor of Citigroup succeeds
to its ownership of the common securities;
- not voluntarily dissolve, wind-up or terminate Citigroup Capital, except
in connection with
(a) a distribution of junior subordinated debt securities or
(b) mergers, consolidations or amalgamations permitted by the
declaration;
- timely perform its duties as sponsor of Citigroup Capital; and
- use its reasonable efforts to cause Citigroup Capital to
(a) remain a statutory business trust, except in connection with the
distribution of junior subordinated debt securities to the holders
of trust securities in liquidation of Citigroup Capital, the
redemption of all of the trust securities of Citigroup Capital, or
mergers, consolidations or amalgamations, each as permitted by the
declaration of Citigroup Capital, and
(b) otherwise continue to be classified as a grantor trust for United
States federal income tax purposes. (Section 10.5)
MISCELLANEOUS
The indenture provides that Citigroup will pay all fees and expenses
related to:
- the offering of the trust securities and the junior subordinated debt
securities;
- the organization, maintenance and dissolution of Citigroup Capital;
- the retention of the Citigroup trustees; and
- the enforcement by the institutional trustee of the rights of the holders
of the capital securities.
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DESCRIPTION OF GUARANTEE
Set forth below is a summary of information concerning the guarantee that
will be executed and delivered by Citigroup for the benefit of the holders of
capital securities. The guarantee will be qualified as an indenture under the
Trust Indenture Act. The Chase Manhattan Bank will act as the guarantee trustee.
The terms of the guarantee will be those set forth in the guarantee and those
made part of the guarantee by the Trust Indenture Act. The summary is not
intended to be complete and is qualified in all respects by the provisions of
the form of guarantee, which is filed as an exhibit to the registration
statement of which this prospectus forms a part, and the Trust Indenture Act.
The guarantee will be held by the guarantee trustee for the benefit of the
holders of the capital securities.
GENERAL
Pursuant to and to the extent set forth in the guarantee, Citigroup will
irrevocably and unconditionally agree to pay in full to the holders of the
capital securities, except to the extent paid by Citigroup Capital, as and when
due, regardless of any defense, right of set-off or counterclaim which Citigroup
Capital may have or assert, the following payments, which are referred to as
"guarantee payments," without duplication:
- any accrued and unpaid distributions that are required to be paid on the
capital securities, to the extent Citigroup Capital has funds available
for such distributions;
- the redemption price of $ per capital security, plus all accrued and
unpaid distributions, to the extent Citigroup Capital has funds available
for such redemptions, relating to any capital securities called for
redemption by Citigroup Capital; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
Citigroup Capital, other than in connection with the distribution of
junior subordinated debt securities to the holders of capital securities
or the redemption of all of the capital securities, the lesser of
- the aggregate of the liquidation amount and all accrued and unpaid
distributions on the capital securities to the date of payment, or
- the amount of assets of Citigroup Capital remaining for distribution
to holders of the capital securities in liquidation of Citigroup
Capital.
Citigroup's obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by Citigroup to the holders of capital
securities or by causing Citigroup Capital to pay such amounts to such holders.
The guarantee will be on a subordinated basis in relation to the capital
securities from the time of issuance of the capital securities but will not
apply to any payment of distributions or redemption price, or to payments upon
the dissolution, winding-up or termination of Citigroup Capital, except to the
extent Citigroup Capital has funds available for such payments. If Citigroup
does not make interest payments on the junior subordinated debt securities,
Citigroup Capital will not pay distributions on the capital securities and will
not have funds available for such payments. The guarantee, when taken together
with Citigroup's obligations under the junior subordinated debt securities, the
indenture and the declaration, including its obligations to pay costs, expenses,
debts and liabilities of Citigroup Capital, other than those relating to trust
securities, will provide a full and unconditional guarantee on a subordinated
basis by Citigroup of payments due on the capital securities. See "Description
of Junior Subordinated Debt Securities."
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IMPORTANT COVENANTS OF CITIGROUP
In the guarantee, Citigroup will covenant that, so long as any capital
securities remain outstanding, if there shall have occurred any event that would
constitute an event of default under such guarantee or the declaration, then:
- Citigroup shall not declare or pay any dividend on, make any
distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any
guarantee payment with respect thereto other than
(1) repurchases, redemptions or other acquisitions of shares of capital
stock of Citigroup in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;
(2) as a result of an exchange or conversion of any class or series of
Citigroup's capital stock for any other class or series of
Citigroup's capital stock; or
(3) the purchase of fractional interests in shares of Citigroup's
capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged; and
- Citigroup shall not make any payment of interest, principal or premium,
if any, on, or repay, repurchase or redeem, any debt securities issued by
Citigroup which rank equally with or junior to the junior subordinated
debt securities.
The guarantee, however, will except from the foregoing any stock dividends paid
by Citigroup where the dividend stock is the same stock as that on which the
dividend is being paid.
MODIFICATION OF GUARANTEE; ASSIGNMENT
The guarantee may be amended only with the prior approval of the holders of
not less than a majority in aggregate liquidation amount of the outstanding
capital securities. No vote will be required, however, for any changes that do
not adversely affect the rights of holders of capital securities. All guarantees
and agreements contained in the guarantee shall bind the successors, assignees,
receivers, trustees and representatives of Citigroup and shall inure to the
benefit of the holders of the capital securities then outstanding.
EVENTS OF DEFAULT
An event of default under the guarantee will occur upon the failure of
Citigroup to perform any of its payment or other obligations required by the
guarantee. The holders of a majority in aggregate liquidation amount of the
capital securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the guarantee or to direct the exercise of any trust or power
conferred upon the guarantee trustee under the guarantee.
If the guarantee trustee fails to enforce the guarantee trustee's rights
under the guarantee, any holder of related capital securities may directly sue
Citigroup to enforce the guarantee trustee's rights under the guarantee without
first suing Citigroup Capital, the guarantee trustee or any other person or
entity. A holder of capital securities may also directly sue Citigroup to
enforce such holder's right to receive payment under the guarantee without first
(1) directing the guarantee trustee to enforce the terms of the guarantee or (2)
suing Citigroup Capital or any other person or entity.
Citigroup will be required to provide to the guarantee trustee such
documents, reports and information as required by the Trust Indenture Act.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
Prior to the occurrence of a default relating to the guarantee, the
guarantee trustee undertakes to perform only such duties as are specifically set
forth in the guarantee. After such default, the guarantee
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trustee will exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Provided that the foregoing
requirements have been met, the guarantee trustee is under no obligation to
exercise any of the powers vested in it by the guarantee at the request of any
holder of capital securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEE
The guarantee will terminate as to the capital securities upon full payment
of the redemption price of all capital securities, upon distribution of the
junior subordinated debt securities to the holders of the capital securities or
upon full payment of the amounts payable in accordance with the declaration upon
liquidation of Citigroup Capital. The guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of capital
securities must restore payment of any sums paid under the capital securities or
the guarantee.
STATUS OF THE GUARANTEE
The guarantee will constitute an unsecured obligation of Citigroup and will
rank:
- subordinate and junior in right of payment to all other liabilities of
Citigroup;
- equally with the most senior preferred or preference stock now or
hereafter issued by Citigroup and with any guarantee now or hereafter
entered into by Citigroup in respect of any preferred or preference stock
of any subsidiary of Citigroup; and
- senior to Citigroup's common stock.
The terms of the capital securities provide that each holder of capital
securities by acceptance of such securities agrees to the subordination
provisions and other terms of the guarantee.
The guarantee will constitute a guarantee of payment and not of collection.
This means that the guaranteed party may directly sue the guarantor to enforce
its rights under the guarantee without suing any other person or entity.
GOVERNING LAW
The guarantee will be governed by, and construed in accordance with, the
internal laws of the New York State.
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EFFECT OF OBLIGATIONS UNDER THE
JUNIOR SUBORDINATED DEBT SECURITIES AND THE GUARANTEE
As set forth in the declaration, the sole purpose of Citigroup Capital is
to issue the trust securities and to invest the proceeds from such issuance and
sale in the junior subordinated debt securities.
As long as payments of interest and other payments are made when due on the
junior subordinated debt securities, such payments will be sufficient to cover
the distributions and payments due on the trust securities. This is due to the
following factors:
- the aggregate principal amount of junior subordinated debt securities
will be equal to the sum of the aggregate stated liquidation amount of
the trust securities;
- the interest rate and the interest and other payment dates on the junior
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the capital securities;
- under the indenture, Citigroup will pay, and Citigroup Capital will not
be obligated to pay, directly or indirectly, all costs, expenses, debts
and obligations of Citigroup Capital other than those relating to the
trust securities; and
- the declaration further provides that the Citigroup trustees may not
cause or permit Citigroup Capital to engage in any activity that is not
consistent with the purposes of Citigroup Capital.
Payments of distributions, to the extent there are available funds, and
other payments due on the capital securities, to the extent there are available
funds, are guaranteed by Citigroup to the extent described in this prospectus.
If Citigroup does not make interest payments on the junior subordinated debt
securities, Citigroup Capital will not have sufficient funds to pay
distributions on the capital securities. The guarantee is a subordinated
guarantee in relation to the capital securities. The guarantee does not apply to
any payment of distributions unless and until Citigroup Capital has sufficient
funds for the payment of such distributions. See "Description of Guarantee."
The guarantee covers the payment of distributions and other payments on the
capital securities only if and to the extent that Citigroup has made a payment
of interest or principal or other payments on the junior subordinated debt
securities. The guarantee, when taken together with Citigroup's obligations
under the junior subordinated debt securities and the indenture and its
obligations under the declaration, will provide a full and unconditional
guarantee of distributions, redemption payments and liquidation payments on the
capital securities.
If Citigroup fails to make interest or other payments on the junior
subordinated debt securities when due, taking account of any extension period,
the declaration allows the holders of the capital securities to direct the
institutional trustee to enforce its rights under the junior subordinated debt
securities. If the institutional trustee fails to enforce these rights, any
holder of capital securities may directly sue Citigroup to enforce such rights
without first suing the institutional trustee or any other person or entity. See
"Description of the Capital Securities -- Book Entry Only Issuance -- The
Depository Trust Company" and "-- Voting Rights."
A holder of capital securities may institute a direct action if a
declaration event of default has occurred and is continuing and such event is
attributable to the failure of Citigroup to pay interest or principal on the
junior subordinated debt securities on the date such interest or principal is
otherwise payable. A direct action may be brought without first (1) directing
the institutional trustee to enforce the terms of the junior subordinated debt
securities or (2) suing Citigroup to enforce the institutional trustee's rights
under the junior subordinated debt securities. In connection with such direct
action, Citigroup will be subrogated to the rights of such holder of capital
securities under the declaration to the extent of any payment made by Citigroup
to such holder of capital securities. Consequently, Citigroup will be entitled
to payment of amounts that a holder of capital securities receives in respect of
an unpaid distribution to the extent that such holder receives or has already
received full payment relating to such unpaid distribution from Citigroup
Capital.
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Citigroup acknowledges that the guarantee trustee shall enforce the
guarantee on behalf of the holders of the capital securities. If Citigroup fails
to make payments under the guarantee, the guarantee allows the holders of the
capital securities to direct the guarantee trustee to enforce its rights
thereunder. If the guarantee trustee fails to enforce the guarantee, any holder
of capital securities may directly sue Citigroup to enforce the guarantee
trustee's rights under the guarantee. Such holder need not first sue Citigroup
Capital, the guarantee trustee, or any other person or entity. A holder of
capital securities may also directly sue Citigroup to enforce such holder's
right to receive payment under the guarantee. Such holder need not first (1)
direct the guarantee trustee to enforce the terms of the guarantee or (2) sue
Citigroup Capital or any other person or entity.
Citigroup and Citigroup Capital believe that the above mechanisms and
obligations, taken together, are equivalent to a full and unconditional
guarantee by Citigroup of payments due on the capital securities. See
"Description of Guarantee -- General."
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UNITED STATES FEDERAL INCOME TAXATION
GENERAL
The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of capital securities.
Unless otherwise stated, this summary deals only with capital securities held as
capital assets by holders who purchase the capital securities upon original
issuance. It does not deal with special classes of holders such as banks,
thrifts, real estate investment trusts, regulated investment companies, common
trust funds, insurance companies, dealers in securities or currencies,
tax-exempt investors or persons that will hold the capital securities as a
position in a "straddle," as part of a "synthetic security" or "hedge," as part
of a "conversion transaction" or other integrated investment, or as other than a
capital asset. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the capital securities. This
summary is based on the Internal Revenue Code of 1986, Treasury regulations
thereunder and administrative and judicial interpretations thereof, as of the
date of this prospectus, all of which could change, possibly with retroactive
effect.
CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
In connection with the issuance of the junior subordinated debt securities,
Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Citigroup and Citigroup
Capital, will render its opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the indenture and
other relevant documents, and based on the facts and assumptions contained in
such opinion, the junior subordinated debt securities held by Citigroup Capital
will be classified for United States federal income tax purposes as indebtedness
of Citigroup.
CLASSIFICATION OF CITIGROUP CAPITAL
In connection with the issuance of the capital securities, Skadden, Arps,
Slate, Meagher & Flom LLP will render its opinion generally to the effect that,
under then current law and assuming full compliance with the terms of the
declaration, the indenture and other relevant documents, and based on the facts
and assumptions contained in such opinion, Citigroup Capital will be classified
for United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. Accordingly, for United States federal
income tax purposes, each holder of capital securities generally will be
considered the owner of an undivided interest in the junior subordinated debt
securities. Each holder will be required to include in its gross income all
interest or original issue discount and any gain recognized relating to its
allocable share of those junior subordinated debt securities.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under applicable Treasury regulations, a "remote" contingency that stated
interest will not be timely paid will be ignored in determining whether a debt
instrument is issued with OID. Citigroup believes that the likelihood of its
exercising its option to defer payments is remote within the meaning of the
regulations. Based on the foregoing, Citigroup believes that, although the
matter is not free from doubt, the junior subordinated debt securities will not
be considered to be issued with OID at the time of their original issuance.
Accordingly, each holder of capital securities should include in gross income
such holder's allocable share of interest on the junior subordinated debt
securities in accordance with such holder's method of tax accounting.
Under the regulations, if the option to defer any payment of interest was
determined not to be "remote," or if Citigroup exercised such option, the junior
subordinated debt securities would be treated as issued with OID at the time of
issuance or at the time of such exercise, as the case may be. Then, all stated
interest on the junior subordinated debt securities would thereafter be treated
as OID as long as the junior subordinated debt securities remained outstanding.
In such event, all of a holder's taxable interest income relating to the junior
subordinated debt securities would constitute OID that would have to be
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included in income on an economic accrual basis before the receipt of the cash
attributable to the interest, regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported as
taxable income. Consequently, a holder of capital securities would be required
to include in gross income OID even though Citigroup would not make any actual
cash payments during an extension period.
No rulings or other interpretations have been issued by the IRS which have
addressed the meaning of the term "remote" as used in the regulations, and it is
possible that the IRS could take a position contrary to the interpretation in
this prospectus.
Because income on the capital securities will constitute interest or OID,
corporate holders of capital securities will not be entitled to a
dividends-received deduction relating to any income recognized relating to the
capital securities.
RECEIPT OF JUNIOR SUBORDINATED DEBT SECURITIES OR CASH UPON LIQUIDATION OF
CITIGROUP CAPITAL
Under the circumstances described in this prospectus, junior subordinated
debt securities may be distributed to holders in exchange for capital securities
upon the liquidation of Citigroup Capital. Under current law, such a
distribution, for United States federal income tax purposes, would be treated as
a non-taxable event to each holder, and each holder would receive an aggregate
tax basis in the junior subordinated debt securities equal to such holder's
aggregate tax basis in its capital securities. A holder's holding period in the
junior subordinated debt securities received in liquidation of Citigroup Capital
would include the period during which the capital securities were held by such
holder. See "Description of the Capital Securities -- Special Event Redemption
or Distribution."
Under the circumstances described in this prospectus, the junior
subordinated debt securities may be redeemed by Citigroup for cash and the
proceeds of such redemption distributed by Citigroup Capital to holders in
redemption of their capital securities. Under current law, such a redemption
would, for United States federal income tax purposes, constitute a taxable
disposition of the redeemed capital securities. Accordingly, a holder could
recognize gain or loss as if it had sold such redeemed capital securities for
cash. See "Description of the Capital Securities" and "United States Federal
Income Taxation -- Sales of Capital Securities."
SALES OF CAPITAL SECURITIES
A holder that sells capital securities will be considered to have disposed
of all or part of its ratable share of the junior subordinated debt securities.
Such holder will recognize gain or loss equal to the difference between its
adjusted tax basis in the capital securities and the amount realized on the sale
of such capital securities. Assuming that Citigroup does not exercise its option
to defer payment of interest on the junior subordinated debt securities and that
the junior subordinated debt securities are not deemed to be issued with OID, a
holder's adjusted tax basis in the capital securities generally will be its
initial purchase price. If the junior subordinated debt securities are deemed to
be issued with OID, a holder's tax basis in the capital securities generally
will be its initial purchase price, increased by OID previously includible in
such holder's gross income to the date of disposition and decreased by
distributions or other payments received on the capital securities since and
including the date that the junior subordinated debt securities were deemed to
be issued with OID. Such gain or loss generally will be a capital gain or loss,
except to the extent of any accrued interest relating to such holder's ratable
share of the junior subordinated debt securities required to be included in
income, and generally will be a long-term capital gain or loss if the capital
securities have been held for more than one year.
Should Citigroup exercise its option to defer payment of interest on the
junior subordinated debt securities, the capital securities may trade at a price
that does not accurately reflect the value of accrued but unpaid interest
relating to the underlying junior subordinated debt securities. In the event of
such a deferral, a holder who disposes of its capital securities between record
dates for payments of distributions will be required to include in income as
ordinary income accrued but unpaid interest on the junior subordinated debt
securities to the date of disposition and to add such amount to its adjusted tax
basis in
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its ratable share of the underlying junior subordinated debt securities deemed
disposed of. To the extent the selling price is less than the holder's adjusted
tax basis, such holder will recognize a capital loss. Capital losses generally
cannot be applied to offset ordinary income for United States federal income tax
purposes.
NON-UNITED STATES HOLDERS
For purposes of this discussion, a "non-United States holder" is any person
other than:
- a citizen or a resident of the United States;
- a corporation, partnership, or other entity created or organized in or
under the laws of the United States or any political subdivision thereof;
- an estate, if United States federal income taxation is applicable to the
income of such estate regardless of its source; or
- a trust if (a) a U.S. court is able to exercise primary supervision over
the trust's administration and (b) one or more United States persons have
the authority to control all of the trust's substantial decisions.
The term "United States" means the United States of America, including the fifty
states and the District of Columbia.
Under current United States federal income tax law:
- United States federal withholding tax will not be imposed on payments by
Citigroup Capital or any of its paying agents to any holder of a capital
security who or which is a non-United States holder; provided that:
(1) the beneficial owner of the capital security does not actually or
constructively own 10% or more of the total combined voting power of
all classes of stock of Citigroup entitled to vote,
(2) the beneficial owner of the capital security is not a controlled
foreign corporation that is related to Citigroup through stock
ownership, and
(3) either
(A) the beneficial owner of the capital security certifies to
Citigroup Capital or its agent, under penalties of perjury, that
it is not a United States holder and provides its name and
address, or
(B) a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary
course of its trade or business, and holds the capital security
in such capacity, certifies to Citigroup Capital or its agent,
under penalties of perjury, that such statement has been received
from the beneficial owner by it or by such financial institution
holding such security for the beneficial owner and furnishes
Citigroup Capital or its agent with a copy thereof; and
- United States federal withholding tax will generally not apply to any
gain realized by a non-United States holder of a capital security upon
the sale or other disposition of such security.
INFORMATION REPORTING TO HOLDERS
Generally, income on the capital securities will be reported to holders on
Forms 1099, which forms should be mailed to holders of capital securities by
January 31 following each calendar year.
BACKUP WITHHOLDING
Unless a holder of capital securities complies with certain identification
requirements, "backup" withholding tax of 31% may apply to payments made on, and
proceeds from the sale of, the capital
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securities. Any withheld amounts will be allowed as a credit against the
holder's United States federal income tax, provided the required information is
provided to the IRS on a timely basis.
The United States Treasury Department recently issued final regulations
governing information reporting and the certification procedures regarding
withholding and backup withholding on certain amounts paid to non-United States
holders after December 31, 2000. The new Treasury regulations would alter the
procedures for claiming the benefits of an income tax treaty and may change the
certification procedures relating to the receipt by intermediaries of payments
on behalf of a beneficial owner of a junior subordinated debt security. Holders
of capital securities should consult their tax advisors concerning the effect,
if any, of such new Treasury regulations on an investment in the capital
securities.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS RELATING TO THE
TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.
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ERISA CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan
governed by the Employee Retirement Income Security Act of 1974, should consider
the fiduciary standards of ERISA in the context of the ERISA plan's particular
circumstances before authorizing an investment in the capital securities of
Citigroup Capital. Among other factors, the fiduciary should consider whether
such an investment is in accordance with the documents governing the ERISA plan
and whether the investment is appropriate for the ERISA plan in view of its
overall investment policy and diversification of its portfolio.
Certain provisions of ERISA and the Code prohibit ERISA plans, as well as
individual retirement accounts and Keogh plans governed by section 4975 of the
Code, from engaging in certain transactions involving "plan assets" with parties
that are "parties in interest" under ERISA or "disqualified persons" under the
Code with respect to the plan. The U.S. Department of Labor has issued a final
regulation with regard to whether the underlying assets of an entity in which
employee benefit plans acquire equity interests are deemed to be plan assets.
Under such regulation, for purposes of ERISA and section 4975 of the Code,
the assets of Citigroup Capital would be deemed to be "plan assets" of a plan
whose assets were used to purchase capital securities of Citigroup Capital if
the capital securities of Citigroup Capital were considered to be equity
interests in Citigroup Capital and no exception to plan asset status were
applicable under such regulation.
If the assets of Citigroup Capital were deemed to be plan assets of plans
that are holders of the capital securities of Citigroup Capital, a plan's
investment in the capital securities of Citigroup Capital might be deemed to
constitute a delegation under ERISA of the duty to manage plan assets by a
fiduciary investing in capital securities of Citigroup Capital. Also, Citigroup
might be considered a "party in interest" or "disqualified person" relating to
plans whose assets were used to purchase capital securities of Citigroup
Capital. If this were the case, an investment in capital securities of Citigroup
Capital by a plan might constitute, or in the course of the operation of
Citigroup Capital give rise to, a prohibited transaction under ERISA or the
Code. In particular, it is likely that under such circumstances a prohibited
extension of credit to Citigroup would be considered to occur under ERISA and
the Code.
In addition, Citigroup might be considered a "party in interest" or
"disqualified person" for certain plans for reasons unrelated to the operation
of Citigroup Capital, e.g., because of the provision of services by Citigroup or
its affiliates to the plan. A purchase of capital securities of Citigroup
Capital by any such plan would be likely to result in a prohibited extension of
credit to Citigroup, without regard to whether the assets of Citigroup Capital
constituted plan assets.
Because of the possibility that a prohibited extension of credit could be
deemed to occur as a result of the purchase or holding of the capital securities
of Citigroup Capital by a plan, the capital securities of Citigroup Capital may
be not purchased or held by any plan or any person investing "plan assets" of
any plan, unless such purchaser or holder is eligible for the exemptive relief
available under:
- Prohibited Transaction Class Exemption 96-23 for transactions determined
by in-house asset managers,
- PTCE 95-60 for transactions involving insurance company general accounts,
- PTCE 91-38 for transactions involving bank collective investment funds,
- PTCE 90-1 for transactions involving insurance company separate accounts,
or
- PTCE 84-14 for transactions determined by independent qualified asset
managers.
Any purchaser of the capital securities of Citigroup Capital or any
interest therein will be deemed to have represented to Citigroup Capital that
either
(a) it is not a plan and is not purchasing such securities or interest
therein on behalf of, or with "plan assets" of, any plan or
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(b) its purchase and holding of the capital securities of Citigroup Capital
or any interest therein is eligible for the exemptive relief available
under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.
Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is important that any person considering
the purchase of capital securities of Citigroup Capital with plan assets consult
with its counsel regarding the consequences under ERISA and the Code of the
acquisition and ownership of capital securities of Citigroup Capital and the
availability of exemptive relief under the class exemptions listed above. In
JOHN HANCOCK MUTUAL LIFE INSURANCE CO. V. HARRIS TRUST AND SAVINGS BANK, 510
U.S. 86 (1993), the Supreme Court ruled that assets held in an insurance
company's general account may be deemed to be "plan assets" for ERISA purposes
under certain circumstances. The issues raised in HARRIS TRUST have also been
the subject of legislative action, and the U.S. Department of Labor has issued a
final regulation with regard to those issues. 29 CFR 2550.401c-1, published 65
Fed. Reg. 614 (Jan. 5, 2000).
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UNDERWRITING
Pursuant to the terms and conditions of the underwriting agreement dated
, each underwriter named below has severally agreed to purchase
from Citigroup Capital, and Citigroup Capital has agreed to sell to such
underwriter, the number of capital securities set forth opposite the name of
such underwriter below.
<TABLE>
<CAPTION>
NUMBER OF
CAPITAL
UNDERWRITERS SECURITIES
- ------------ ----------
<S> <C>
............................................................
--------
Total.......................................................
========
</TABLE>
The underwriters are obligated to take and pay for the total number of
capital securities offered hereby if any such capital securities are purchased.
In the event of default by any underwriter, the underwriting agreement provides
that, in certain circumstances, purchase commitments of the non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.
Underwriters, dealers and agents may be entitled, under agreements with
Citigroup Capital and Citigroup, to indemnification by Citigroup against
liabilities relating to material misstatements and omissions. Underwriters,
dealers and agents may be customers of, engage in transactions with, or perform
services for, Citigroup Capital and Citigroup and affiliates of Citigroup
Capital and Citigroup in the ordinary course of business.
Citigroup Capital and Citigroup have agreed, during the period beginning on
the date of the underwriting agreement and continuing to and including the date
that is days after the closing date for the purchase of the capital securities,
not to offer, sell, contract to sell or otherwise dispose of any preferred
securities, any preferred stock or any other securities, including any backup
undertakings of such preferred stock or other securities, of Citigroup or of
Citigroup Capital, in each case that are substantially similar to the capital
securities, or any securities convertible into or exchangeable for the capital
securities or such substantially similar securities of either Citigroup Capital
or Citigroup, except securities in the offering or with the prior written
consent of .
The following table summarizes the commissions to be paid by Citigroup to
the underwriters:
<TABLE>
<CAPTION>
PER CAPITAL
SECURITY TOTAL
----------- -----
<S> <C> <C>
Public offering price....................................... $ $
Underwriting commissions to be paid by Citigroup............ (1) (1)
Proceeds to Citigroup Capital............................... $ $
</TABLE>
- ---------------
(1) Underwriting commissions of $ per capital security, or $ for all
% capital securities, will be paid by Citigroup; except that for
sales of 10,000 or more % capital securities to a single purchaser,
the commissions will be $ per capital security.
Citigroup estimates that its total expenses for the offering, excluding
underwriting commissions, will be approximately $ ______________.
The underwriters propose to offer the capital securities, in part, directly
to the public at the initial public offering price set forth on the cover page
of this prospectus. The underwriters may also offer the capital securities to
dealers at a price that represents a concession not in excess of $ ,
provided that such concession for sales of 10,000 or more capital securities to
a single purchaser will not be in excess of $ per capital security. The
underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per capital security to brokers and dealers. After the capital
securities are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the representatives of the
underwriters.
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Application will be made to list the capital securities on the NYSE. If
approved for listing, Citigroup expects the capital securities will begin
trading on the NYSE within 30 days after they are first issued.
The broker-dealer subsidiaries of Citigroup are members of the National
Association of Securities Dealers, Inc. and may participate in distributions of
the capital securities. Accordingly, offerings of capital securities in which
Citigroup's broker-dealer subsidiaries participate will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
In connection with this offering and in accordance with applicable law and
industry practice, the underwriters may over-allot or effect transactions that
stabilize, maintain or otherwise affect the market price of the capital
securities at levels above those that might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids, each of which is described below.
- A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of
a security.
- A syndicate covering transaction means the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering.
- A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when capital securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
These transactions may be effected on the NYSE, in the over-the-counter
market, or otherwise. The underwriters are not required to engage in any of
these activities, or continue such activities if commenced.
If any broker-dealer subsidiary makes an offering of the capital
securities, such offering will be conducted pursuant to the applicable sections
of Rule 2810 of the Conduct Rules of the NASD. The underwriters may not confirm
sales to any discretionary account without the prior specific written approval
of a customer.
This prospectus may also be used by any broker-dealer subsidiary of
Citigroup in connection with offers and sales of the capital securities in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Any of Citigroup's broker-dealer subsidiaries may
act as principal or agent in such transactions. None of Citigroup's
broker-dealer subsidiaries have any obligation to make a market in any of the
capital securities and may discontinue any market-making activities at any time
without notice, at their sole discretion.
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<PAGE> 123
LEGAL MATTERS
Skadden, Arps, Slate, Meagher & Flom LLP New York, New York, will act as
legal counsel to Citigroup. Dewey Ballantine LLP, New York, New York, will act
as legal counsel to the underwriters. Kenneth J. Bialkin, a partner of Skadden,
Arps, Slate, Meagher & Flom LLP is a director of Citigroup and he and other
attorneys in such firm beneficially own an aggregate of less than 1% of the
common stock of Citigroup. Dewey Ballantine LLP has from time to time acted as
counsel for Citigroup and its subsidiaries and may do so in the future. A member
of Dewey Ballantine LLP participating in this matter is the beneficial owner of
an aggregate of less than 1% of Citigroup's common stock.
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 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 reports and
upon the authority of said firms as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on consolidated financial statements of
Citigroup issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and said
authority.
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CITIGROUP CAPITAL SECURITIES
% CAPITAL SECURITIES
$ LIQUIDATION AMOUNT
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
CITIGROUP INC.
[CITIGROUP LOGO]
------------------------
PROSPECTUS
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 125
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
Registrants in connection with the Securities being registered hereby. All of
the fees set forth below are estimates except for the Commission Registration
fee and the NASD fee.
<TABLE>
<S> <C>
Commission Registration Fee................................. $2,112,000.00
Accounting Fees............................................. 100,000.00
Trustees' Fees and Expenses................................. 125,000.00
Printing and Engraving Fees................................. 400,000.00
Rating Agency Fees.......................................... 2,000,000.00
NASD Fee.................................................... 30,500.00
Legal Fees and Expenses..................................... 400,000.00
Stock Exchange Listing Fees................................. 10,000.00
Miscellaneous............................................... 2,500.00
--------------
Total............................................. $5,180,000.00
==============
</TABLE>
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
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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 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.
Citigroup 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 Citigroup's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
The Declaration of each of the Citigroup Trusts provides that no
Institutional Trustee or any of its affiliates, Delaware Trustee or any of its
affiliates, or officer, director, shareholder, member, partner, employee,
representative custodian, nominee or agent of the Institutional Trustee or the
Delaware Trustee (each a "Fiduciary Indemnified Person"), and no Regular
Trustee, affiliate of any Regular Trustee, or any officer, director,
shareholder, member, partner, employee, representative or agent of any Regular
Trustee, or any employee or agent of such Citigroup Trust or its affiliates
(each a "Company Indemnified Person") shall be liable, responsible or
accountable in damages or otherwise to such Citigroup Trust, any affiliate of
such Citigroup Trust or any holder of securities issued by such Citigroup Trust,
or to any officer, director, shareholder, partner, member, representative,
employee or agent of such Citigroup Trust or its Affiliates for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
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Fiduciary Indemnified Person or Company Indemnified Person in good faith on
behalf of such Citigroup Trust and in a manner such Fiduciary Indemnified Person
or Company Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Fiduciary Indemnified Person or Company Indemnified
Person by such Declaration or by law, except that a Fiduciary Indemnified Person
or Company Indemnified Person shall be liable for any loss, damage, or claim
incurred by reason of such Fiduciary Indemnified Person's or Company Indemnified
Person's gross negligence (or in the case of a Fiduciary Indemnified Person,
negligence) or willful misconduct with respect to such acts or omissions. The
Declaration of each Citigroup Trust also provides that, to the full extent
permitted by law, Citigroup shall indemnify any Company Indemnified 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 right of such Citigroup Trust)
by reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Citigroup Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Declaration of each
Citigroup Trust also provides that to the full extent permitted by law,
Citigroup shall indemnify any Company Indemnified 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 such Citigroup Trust to procure a judgment in
its favor by reason of the fact that he is or was a Company Indemnified Person
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Citigroup Trust and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Citigroup Trust unless and only to the extent that the Court of Chancery of
Delaware 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 such Court of Chancery or such other court
shall deem proper. The Declaration of each Citigroup Trust further provides that
expenses (including attorneys' fees) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in the immediately preceding two sentences shall be paid
by Citigroup in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by Citigroup as authorized in the
Declaration.
The directors and officers of Citigroup and the Regular Trustee 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 or the Citigroup Trusts. 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 and the Citigroup Trustees who signed
the Registration Statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to Citigroup or any of the
Citigroup Trusts by or on behalf of such indemnifying party.
For the undertaking with respect to indemnification, see Item 17 herein.
See the forms of Underwriting Agreements and the form of Distribution
Agreement filed or to be filed as Exhibits 1.01, 1.02, 1.03, 1.04, 1.05 and 1.06
for certain indemnification provisions.
II-3
<PAGE> 128
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
1.01 -- Underwriting Agreement Basic Provisions, dated January 12,
1993 relating to Debt Securities (incorporated by reference
to Exhibit 1.01 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 (No. 33-55542)).
1.02 -- Form of Underwriting Agreement for Index Warrants will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
1.03 -- Form of Underwriting Agreement for Preferred Stock
(incorporated by reference to Exhibit 1.2 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)).
1.04 -- Form of Distribution Agreement relating to Citigroup's
Medium-Term Senior Notes, Series C, and Medium-Term
Subordinated Notes, Series C.*
1.05 -- Form of Underwriting Agreement for Capital Securities
(incorporated by reference to Exhibit 1.05 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
1.06 -- Form of Underwriting Agreement for Common Stock will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.01 -- Restated Certificate of Incorporation of Citigroup
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.02 -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup (incorporated by reference to
Exhibit 4.45 to Citigroup's Registration Statement on
Form S-3 (No. 333-68949-01 to 08)).
4.03 -- Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.01.03
to Citigroup's Quarterly Report on Form 10-Q dated May 12,
2000).
4.04 -- By-Laws of Citigroup, as amended effective October 26, 1997
(incorporated by reference to Exhibit 3.02 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1999).
4.05 -- Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.01
to Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.06 -- First Supplemental Indenture, dated as of December 15, 1988,
among Primerica Corporation, Primerica Holdings, Inc. and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.02 to Citigroup's Registration Statement on
Form S-3 (No. 33-55542)).
4.07 -- Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings, Inc. and The Bank of New York,
as trustee (incorporated by reference to Exhibit 4.03 to
Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.08 -- Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Inc., Primerica Corporation and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 5 to Citigroup's Form 8-A dated December 21,
1992, with respect to Citigroup's 7 3/4% Notes Due June 15,
1999 (No. 1-9924)).
4.09 -- Fourth Supplemental Indenture, dated as of November 2, 1998,
between Citigroup and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.01 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998).
4.10 -- Indenture, dated as of July 17, 1998, between Citigroup and
Bank One Trust Company, N.A. (formerly The First National
Bank of Chicago), as trustee (incorporated by reference to
Exhibit 4.05 to Citigroup's Registration Statement on Form
S-3 (No. 333-51201)).
4.11 -- First Supplemental Indenture, dated as of December 15, 1998
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago), as trustee
(incorporated by reference to Exhibit 4.09 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.12 -- Second Supplemental Indenture, dated as of January 21, 1999,
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago), as trustee
(incorporated by reference to Exhibit 4.44 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.13 -- Form of proposed Index Warrant Agreement for Index Warrants,
with form of proposed Index Warrant Certificate attached as
an exhibit thereto, will be filed as an Exhibit to a Current
Report on Form 8-K and incorporated herein by reference.
4.14 -- Form of Certificate for Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4.15 -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4.18 to Citigroup's Registration Statement on Form
S-3 (No. 333-27155)).
4.16 -- Form of Depositary Receipt (included in Exhibit 4.15).
</TABLE>
II-4
<PAGE> 129
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
4.17 -- Forms of Medium-Term Senior Notes, Series C and Medium-Term
Subordinated Notes, Series C.*
4.18 -- Certificate of Trust of Citigroup Capital VII, as amended
(incorporated by reference to Exhibit 4.16 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.19 -- Certificate of Trust of Citigroup Capital VIII, as amended
(incorporated by reference to Exhibit 4.17 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.20 -- Certificate of Trust of Citigroup Capital IX (incorporated
by reference to Exhibit 4.18 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.21 -- Certificate of Trust of Citigroup Capital X (incorporated by
reference to Exhibit 4.19 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.22 -- Certificate of Trust of Citigroup Capital XI (incorporated
by reference to Exhibit 4.20 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.23 -- Certificate of Trust of Citigroup Capital XII (incorporated
by reference to Exhibit 4.21 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.24 -- Certificate of Trust of Citigroup Capital XIII (incorporated
by reference to Exhibit 4.22 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.25 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VII (incorporated by reference to Exhibit
4.24 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.26 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VIII (incorporated by reference to Exhibit
4.25 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.27 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital IX (incorporated by reference to Exhibit
4.26 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.28 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital X (incorporated by reference to Exhibit
4.27 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.29 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XI (incorporated by reference to Exhibit
4.28 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.30 -- For of Amended and Restated Declaration of Trust for
Citigroup Capital XII (incorporated by reference to Exhibit
4.29 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.31 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XIII (incorporated by reference to Exhibit
4.30 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.32 -- Form of Indenture between Citigroup and The Chase Manhattan
Bank, as trustee (incorporated by reference to Exhibit 4.11
to Citigroup's Registration Statement on Form S-3 (No.
333-12439)).
4.33 -- First Supplemental Indenture, dated as of December 15, 1998,
between Citigroup and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.32 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.34 -- Forms of Capital Security for each of the Trusts (included
in Exhibits 4.25-4.31).
4.35 -- Forms of Common Security for each of the Trusts (included in
Exhibits 4.25-4.31).
4.36 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VII (incorporated by reference to Exhibit
4.15 to Citigroup's Registration Statement on Form S-3 (No.
333-27155)).
4.37 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VIII (incorporated by reference to Exhibit
4.37 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
</TABLE>
II-5
<PAGE> 130
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
4.38 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital IX (incorporated by reference to Exhibit
4.38 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.39 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital X (incorporated by reference to Exhibit
4.39 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.40 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XI (incorporated by reference to Exhibit
4.40 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.41 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XII (incorporated by reference to Exhibit
4.41 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.42 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XIII (incorporated by reference to Exhibit
4.42 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.43 -- Form of Junior Subordinated Debt Securities (included in
Exhibit 4.32).
5.01 -- Opinion of Stephanie B. Mudick, Esq.*
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
respect to the Capital Securities and Preferred Stock.*
12.01 -- Supplemental Calculation of Ratio of Income to Fixed Charges
(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
12.02 -- Supplemental Calculation of Ratio of Income to Combined
Fixed Charges Including Preferred Stock Dividends
(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
23.01 -- Consent of KPMG LLP, independent public accountants.*
23.02 -- Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.01).*
23.03 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.02).*
24.01 -- Powers of Attorney of certain Directors.*
25.01 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Indenture dated as of March
15, 1987, as supplemented.*
25.02 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Bank One
Trust Company, N.A. (formerly The First National Bank of
Chicago), as Trustee under the Indenture dated as of July
17, 1998, as supplemented.*
25.03 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VII.*
25.04 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VIII.*
25.05 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
IX.*
25.06 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
X.*
25.07 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XI.*
25.08 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XII.*
25.09 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XIII.*
25.10 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Indenture dated as of October 7, 1996, as
supplemented.*
</TABLE>
II-6
<PAGE> 131
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred
Capital Securities of Citigroup Capital VII.*
25.12 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VIII.*
25.13 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital IX.*
25.14 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital X.*
25.15 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XI.*
25.16 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XII.*
25.17 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XIII.*
</TABLE>
- ---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(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; and
(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. 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;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by
Citigroup Inc.
II-7
<PAGE> 132
pursuant to Section 13 or Section 15(d) of the Securities 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 of 1933, as amended, 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 of 1933, as amended, each filing of Citigroup Inc.'s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, (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, as amended) 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, as amended, may be permitted to directors, officers
and controlling persons of the registrants pursuant to the provisions
described under Item 15 above, or otherwise, the registrants have 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 registrants of
expenses incurred or paid by a director, officer or controlling person of
the registrants 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 registrants will,
unless in the opinion of their 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 of 1933, as amended, 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 registrants
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933, as amended, 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 of 1933, as amended, 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.
II-8
<PAGE> 133
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, this 26th day of May, 2000.
CITIGROUP INC.
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson
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 this 26th day of May, 2000.
<TABLE>
<CAPTION>
SIGNATURES
----------
<C> <S>
/s/ SANFORD I. WEILL Chairman of the Board, Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer) and Director
Sanford I. Weill
/s/ TODD S. THOMSON Chief Financial Officer (Principal Financial
- --------------------------------------------------- Officer)
Todd S. Thomson
/s/ IRWIN ETTINGER Chief Accounting Officer (Principal Accounting
- --------------------------------------------------- Officer)
Irwin Ettinger
/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
</TABLE>
II-9
<PAGE> 134
<TABLE>
<CAPTION>
SIGNATURES
----------
<C> <S>
* 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
- ---------------------------------------------------
Edgar S. Woolard, Jr.
* Director
- ---------------------------------------------------
Arthur Zankel
*By: /s/ TODD S. THOMSON
- ---------------------------------------------------
Todd S. Thomson
Attorney-in-Fact
</TABLE>
II-10
<PAGE> 135
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX,
Citigroup Capital X, Citigroup Capital XI, Citigroup Capital XII and Citigroup
Capital XIII 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, this 26th day of May, 2000.
CITIGROUP CAPITAL VII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL VIII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL IX
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-11
<PAGE> 136
CITIGROUP CAPITAL X
By: /s/ STEPHANIE B. MUDICK
----------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XI
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
CITIGROUP CAPITAL XII
By: /s/ STEPHANIE B. MUDICK
------------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD S. THOMSON
------------------------------------
Todd S. Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-12
<PAGE> 137
CITIGROUP CAPITAL XIII
By: /s/ STEPHANIE B. MUDICK
----------------------------------
Stephanie B. Mudick, as Trustee
By: /s/ TODD THOMSON
------------------------------------
Todd Thomson, as Trustee
By: /s/ IRWIN ETTINGER
------------------------------------
Irwin Ettinger, as Trustee
II-13
<PAGE> 138
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
1.01 -- Underwriting Agreement Basic Provisions, dated January 12,
1993 relating to Debt Securities (incorporated by reference
to Exhibit 1.01 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 (No. 33-55542)).
1.02 -- Form of Underwriting Agreement for Index Warrants will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
1.03 -- Form of Underwriting Agreement for Preferred Stock
(incorporated by reference to Exhibit 1.2 to Citigroup's
Registration Statement on Form S-3 (No. 333-27155)).
1.04 -- Form of Distribution Agreement relating to Citigroup's
Medium-Term Senior Notes, Series C. and Medium-Term
Subordinated Notes, Series C.*
1.05 -- Form of Underwriting Agreement for Capital Securities
(incorporated by reference to Exhibit 1.05 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
1.06 -- Form of Underwriting Agreement for Common Stock will be
filed as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
4.01 -- Restated Certificate of Incorporation of Citigroup
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.02 -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup. (incorporated by reference
to Exhibit 4.45 to Citigroup's Registration Statement on
Form S-3 (No. 333-68949-01 to 08)).
4.03 -- Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.01.03
to Citigroup's Quarterly Report on Form 10-Q dated May 12,
2000.)
4.04 -- By-Laws of Citigroup, as amended effective October 26, 1997
(incorporated by reference to Exhibit 3.02 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1999).
4.05 -- Indenture, dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.01
to Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.06 -- First Supplemental Indenture, dated as of December 15, 1988,
among Primerica Corporation, Primerica Holdings, Inc. and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.02 to Citigroup's Registration Statement on
Form S-3 (No. 33-55542)).
4.07 -- Second Supplemental Indenture, dated as of January 31, 1991,
between Primerica Holdings, Inc. and The Bank of New York,
as trustee (incorporated by reference to Exhibit 4.03 to
Citigroup's Registration Statement on Form S-3 (No.
33-55542)).
4.08 -- Third Supplemental Indenture, dated as of December 9, 1992,
among Primerica Holdings, Inc., Primerica Corporation and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 5 to Citigroup's Form 8-A dated December 21,
1992, with respect to Citigroup's 7 3/4% Notes Due June 15,
1999 (No. 1-9924)).
4.09 -- Fourth Supplemental Indenture, dated as of November 2, 1998,
between Citigroup and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.01 to Citigroup's
Quarterly Report on Form 10-Q dated September 30, 1998).
4.10 -- Indenture, dated as of July 17, 1998, between Citigroup and
Bank One Trust Company, N.A. (formerly The First National
Bank of Chicago), as trustee (incorporated by reference to
Exhibit 4.05 to Citigroup's Registration Statement on Form
S-3 (No. 333-51201)).
4.11 -- First Supplemental Indenture, dated as of December 15, 1998
between Citigroup and Bank One Trust Company, N.A. (formerly
The First National Bank of Chicago), as trustee
(incorporated by reference to Exhibit 4.09 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
</TABLE>
<PAGE> 139
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
4.12 -- Second Supplemented Indenture, dated as of January 21, 1999,
between Citigroup and The First National Bank of Chicago
(predecessor to Bank One Trust Company, N.A.), as trustee
(incorporated by reference to Exhibit 4.44 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.13 -- Form of proposed Index Warrant Agreement for Index Warrants,
with form of proposed Index Warrant Certificate attached as
an exhibit thereto, will be filed as an Exhibit to a Current
Report on Form 8-K and incorporated herein by reference.
4.14 -- Form of Certificate for Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4.15 -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4.18 to Citigroup's Registration Statement on Form
S-3 (No. 333-27155)).
4.16 -- Form of Depositary Receipt (included in Exhibit 4.15).
4.17 -- Forms of Medium-Term Senior Notes, Series C and Medium-Term
Subordinated Notes, Series C.*
4.18 -- Certificate of Trust of Citigroup Capital VII, as amended
(incorporated by reference to Exhibit 4.16 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.19 -- Certificate of Trust of Citigroup Capital VIII, as amended
(incorporated by reference to Exhibit 4.17 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.20 -- Certificate of Trust of Citigroup Capital IX (incorporated
by reference to Exhibit 4.18 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.21 -- Certificate of Trust of Citigroup Capital X (incorporated by
reference to Exhibit 4.19 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.22 -- Certificate of Trust of Citigroup Capital XI (incorporated
by reference to Exhibit 4.20 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.23 -- Certificate of Trust of Citigroup Capital XII (incorporated
by reference to Exhibit 4.21 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.24 -- Certificate of Trust of Citigroup Capital XIII (incorporated
by reference to Exhibit 4.22 to Citigroup's Registration
Statement on Form S-3 (No. 333-68949-01 to 08)).
4.25 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VII. (incorporated by reference to Exhibit
4.24 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.26 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital VIII (incorporated by reference to Exhibit
4.25 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.27 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital IX (incorporated by reference to Exhibit
4.26 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.28 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital X (incorporated by reference to Exhibit
4.27 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.29 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XI (incorporated by reference to Exhibit
4.28 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
</TABLE>
<PAGE> 140
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
4.30 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XII (incorporated by reference to Exhibit
4.29 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.31 -- Form of Amended and Restated Declaration of Trust for
Citigroup Capital XIII (incorporated by reference to Exhibit
4.30 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08), except that the Regular Trustees shall
be Stephanie B. Mudick, Todd S. Thomson and Irwin Ettinger).
4.32 -- Form of Indenture between Citigroup and The Chase Manhattan
Bank, as trustee (incorporated by reference to Exhibit 4.11
to Citigroup's Registration Statement on Form S-3 (No.
333-12439)).
4.33 -- First Supplemental Indenture, dated as of December 15, 1998,
between Citigroup and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.32 to Citigroup's
Registration Statement on Form S-3 (No. 333-68949-01 to
08)).
4.34 -- Forms of Capital Security for each of the Trusts (included
in Exhibits 4.25-4.31).
4.35 -- Forms of Common Security for each of the Trusts (included in
Exhibits 4.25-4.31).
4.36 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VII (incorporated by reference to Exhibit
4.15 to Citigroup's Registration Statement on Form S-3 (No.
333-27155)).
4.37 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital VIII (incorporated by reference to Exhibit
4.37 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.38 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital IX (incorporated by reference to Exhibit
4.38 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.39 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital X (incorporated by reference to Exhibit
4.39 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.40 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XI (incorporated by reference to Exhibit
4.40 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.41 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XII (incorporated by reference to Exhibit
4.41 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.42 -- Form of Guarantee with respect to the Capital Securities of
Citigroup Capital XIII (incorporated by reference to Exhibit
4.42 to Citigroup's Registration Statement on Form S-3 (No.
333-68949-01 to 08)).
4.43 -- Form of Junior Subordinated Debt Securities (included in
Exhibit 4.32).
5.01 -- Opinion of Stephanie B. Mudick, Esq.*
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
respect to the Capital Securities and Preferred Stock.*
12.01 -- Supplemental Calculation of Ratio of Income to Fixed Charges
(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
12.02 -- Supplemental Calculation of Ratio of Income to Combined
Fixed Charges Including Preferred Stock Dividends
(incorporated by reference to Exhibit 12.01 to Citigroup's
Quarterly Report on Form 10-Q dated May 12, 2000).
23.01 -- Consent of KPMG LLP, independent public accountants.*
23.02 -- Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.01).*
23.03 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.02).*
24.01 -- Powers of Attorney of certain Directors.*
</TABLE>
<PAGE> 141
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
25.01 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Indenture dated as of March
15, 1987, as supplemented.*
25.02 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Bank One
Trust Company, N.A. (formerly The First National Bank of
Chicago), as Trustee under the Indenture dated as of July
17, 1998, as supplemented.*
25.03 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VII.*
25.04 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
VIII.*
25.05 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
IX.*
25.06 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
trustee under the Declaration of Trust of Citigroup Capital
X.*
25.07 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XI.*
25.08 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XII.*
25.09 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Declaration of Trust of Citigroup Capital
XIII.*
25.10 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Trustee under the Indenture dated as of October 7, 1996, as
supplemented.*
25.11 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Preferred
Capital Securities of Citigroup Capital VII.*
25.12 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital VIII.*
25.13 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital IX.*
25.14 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital X.*
25.15 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XI.*
25.16 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XII.*
25.17 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, as
Guarantee Trustee under the Capital Securities Guarantee of
Citigroup Inc. for the benefit of holders of Capital
Securities of Citigroup Capital XIII.*
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
Exhibit 1.04
Citigroup Inc.
Medium-Term Senior Notes, Series C
Medium-Term Subordinated Notes, Series C
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
____, 2000
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Citigroup Inc., a Delaware corporation (the "Company"), confirms its
agreement with the Agent (as defined below) with respect to the issue and sale
by the Company of its Medium-Term Senior Notes, Series C, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series C, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued under an Indenture dated as of March 15, 1987, as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
the Second Supplemental Indenture dated as of January 31, 1991, the Third
Supplemental Indenture dated as of December 9, 1992 and the Fourth Supplemental
Indenture dated as of November 2, 1998 (as so supplemented or as it may from
time to time be further supplemented or amended by one or more indentures
supplemental thereto, the "Senior Debt Indenture"), between the Company and The
Bank of New York, as trustee (the "Senior Debt Trustee"). The Subordinated Notes
are to be issued under an Indenture dated as of July 17, 1998, as supplemented
by the First Supplemental Indenture dated as of December 15, 1998 and the Second
Supplemental Indenture dated as of January 21, 1999 (as so supplemented or as it
may from time to time be further supplemented or amended by one or more
indentures supplemental thereto, the "Subordinated Debt Indenture" and, together
with
<PAGE> 2
the Senior Debt Indenture, the "Indentures"), between the Company and Bank One
Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee
(the "Subordinated Debt Trustee" and, together with the Senior Debt Trustee, the
"Trustees"). The Notes will have the maturities, interest rates (whether fixed
or floating), redemption provisions and other terms set forth in a pricing
supplement to the Prospectus referred to below. The Notes may be denominated in
U.S. dollars, foreign currencies or foreign composite currency units (the
"Specified Currency") as may be specified in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to
the reservation by the Company of the right to sell Notes to the Agent acting as
principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section 1(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to Salomon Smith Barney Inc.
1. Solicitations by the Agent of Offers to Purchase; Purchases as
Principal.
(a) Solicitations as Agent. Following the Commencement Date
(as defined below), the Company shall notify the Agent from time to time as to
the commencement of a period during which the Notes may be offered and sold by
the Agent (each period, commencing with such a notification and ending at such
time as the authorization for offers and sales through the Agent shall have been
suspended by the Company or the Agent as provided hereunder, being herein
referred to as an "Offering Period"). On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, the Agent agrees to use its reasonable best efforts to solicit offers to
purchase the Notes during each Offering Period upon the terms and conditions set
forth in the Prospectus as then amended and supplemented. The Company reserves
the right, in its sole discretion, to suspend solicitation of purchases of the
Notes commencing at any time for any period of time or permanently. Upon receipt
of instructions from the Company, the Agent will forthwith suspend solicitation
of purchases from the Company until such time as the Company has advised the
Agent that such solicitation may be resumed.
2
<PAGE> 3
Unless otherwise agreed to, the Company agrees to pay the Agent
at the time of delivery of and payment for the Notes, as consideration for
soliciting the sale of each Note, a commission equal to the percentage set forth
on Schedule 1 hereto of the price to the public of each Note sold by the Company
as the result of a solicitation by the Agent. Without the prior approval of the
Company, the Agent (acting on an agency basis) may not reallow any portion of
the commission payable pursuant hereto to dealers or purchasers in connection
with the offer and sale of any Notes.
The Agent is authorized to solicit orders for the Notes only in
principal amounts of $1,000 or any amount in excess thereof which is a multiple
of $1,000 or, in the case of Notes denominated in a Specified Currency other
than U.S. dollars, in the denominations set forth in the applicable pricing
supplement, at a purchase price equal to 100% of the principal amount of the
Notes, unless otherwise mutually agreed upon by the purchaser and the Company
and specified in the applicable pricing supplement. The Agent shall communicate
to the Company, orally or in writing, each reasonable offer or indication of
interest to purchase Notes received by the Agent, as agent. The Company shall
have the sole right to accept offers to purchase the Notes and may reject any
such offer in whole or in part. The Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, the Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward, or
relationship of agency or trust with, any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). The Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by the Agent and accepted by the Company, but the Agent shall not have
any liability to the Company in the event any such purchase is not consummated
for any reason. Under no circumstances will the Agent be obligated to purchase
any Notes for its own account except pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to the Agent
as principal shall be made in accordance with the terms of this Agreement and
the Agent and the Company will enter into a Terms Agreement that will provide
for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms
Agreement" may take the form of an exchange of any form of written
telecommunication or oral communication followed by written confirmation or
telecommunication between the Agent and the Company and shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
3
<PAGE> 4
The Agent's commitment to purchase Notes as principal shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each agreement by the Agent to purchase Notes as principal
(whether or not set forth in a Terms Agreement) shall specify the principal
amount of Notes to be purchased by the Agent pursuant thereto, the maturity date
of such Notes, the price to be paid to the Company for such Notes, the interest
rate and interest rate formula, if any, applicable to such Notes and any other
terms of such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes. Each date of delivery of and payment for
Notes to be purchased by the Agent as principal or as agent or by any other
purchaser is referred to herein as a "Settlement Date."
Upon the Company's request, the Agent will notify the Company
either orally or in writing (as specified by the Company) of the aggregate
principal amount of Notes held by the Agent as principal purchased pursuant to a
Terms Agreement pursuant to this Agreement.
(c) Procedures. The Agent and the Company agree to perform
the respective duties and obligations specifically provided to be performed by
them in the Medium-Term Notes Administrative Procedures attached hereto as
Exhibit B (the "Procedures"). The Procedures may be amended only by written
agreement of the Company and the Agent.
(d) Delivery. The documents required to be delivered by
Section 4 of this Agreement shall be delivered at the office of Skadden, Arps,
Slate Meagher & Flom LLP ("Skadden, Arps") (or such other counsel reasonably
satisfactory to both the Agent and the Company), Four Times Square, New York, NY
10036-6522, on _____, 2000 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Agent as of the Commencement Date:
(a) The Registration Statement (File No. 333- ) declared
effective by the Securities and Exchange Commission (the "Commission") on_____,
2000, in respect of up to $ aggregate amount of securities of the Company,
including the Notes, (of which $ remains available for issuance and sale as
of the date hereof) has been filed with the Commission. Such Registration
Statement and any post-effective amendments thereto, in the forms heretofore
delivered or to be delivered to the Agent, excluding exhibits to such
Registration Statement but including
4
<PAGE> 5
all documents incorporated by reference therein, has been declared effective by
the Commission in such form. No other document with respect to such Registration
Statement (other than a document incorporated by reference therein) has
heretofore been filed or transmitted for filing with the Commission; and no stop
order suspending the effectiveness of such Registration Statement has been
issued and no proceeding for that purpose has been instituted or threatened by
the Commission (any preliminary prospectus included in the Registration
Statement (as defined herein) or filed with the Commission pursuant to Rule
424(a) of the rules and regulations of the Commission under the Securities Act
of 1933, as amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"). The various parts of the Registration Statement, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in the Registration Statement at the time such part became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indentures (the
"Forms T-1"), as amended at the time such part became effective, are being
hereinafter collectively called the "Registration Statement." The form of basic
prospectus included in the Registration Statement relating to the offering and
sale of Debt Securities, Index Warrants, Preferred Stock, Common Stock and
Depositary Shares, in the form in which it has most recently been filed, or
transmitted for filing with the Commission on or prior to the date of this
Agreement, is being hereinafter called the "Basic Prospectus." The form of
prospectus supplement to the Basic Prospectus relating to the offering and sale
of the Notes included in the Registration Statement, in the form in which it has
most recently been filed or transmitted for filing with the Commission on or
prior to the date of this Agreement, is being hereinafter called the "Prospectus
Supplement." The Basic Prospectus, as supplemented by the Prospectus Supplement,
is being hereinafter called the "Prospectus." Any reference herein to any
Preliminary Prospectus, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of such
Preliminary Prospectus, Prospectus Supplement or Prospectus, as the case may be.
Any reference to any amendment or supplement to any Preliminary Prospectus, the
Prospectus Supplement or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of the particular issue of the Notes
(a "Pricing Supplement"), shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, Prospectus Supplement or
the Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be. Any reference to any amendment to the Registration Statement shall be
deemed to include any report of the Company filed pursuant to the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement. Any reference to the Prospectus, as
amended or supplemented, shall be deemed to refer to and include the Prospectus,
as amended or supplemented, in relation to the Notes sold pursuant to this
Agreement, in the form in which it is filed with the Commission pursuant to Rule
424(b) under the Act, including any documents incorporated by reference therein
as of the date of such filing.
5
<PAGE> 6
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission promulgated thereunder, and any further documents so filed and
incorporated by reference in the Prospectus, or any further amendment or
supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder.
(c) Each of the Registration Statement and the Prospectus,
and any amendment thereof or supplement thereto, and each of the Indentures,
conform or will conform in all material respects with the applicable
requirements of the Act and the Trust Indenture Act, and the rules and
regulations of the Commission thereunder.
(d) The Registration Statement, as amended as of any time,
did not and will not, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon, and in conformity with, information
furnished in writing to the Company by or on behalf of the Agent specifically
for use in the Registration Statement or the Prospectus or any amendment thereof
or supplement thereto.
(e) The Notes have been duly authorized and, when executed
and authenticated in accordance with the applicable Indenture and delivered to
and duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the applicable Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether such enforceability is considered in
a proceeding in equity or at law); each of the Indentures has been duly
authorized by the Company and qualified under the Trust Indenture Act; and the
Indentures conform to the descriptions thereof in the Prospectus as amended or
supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial statements
included in the Prospectus, as amended or supplemented, there has not been any
material adverse change in the consolidated financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, which is not
disclosed in the Prospectus, as amended or supplemented.
6
<PAGE> 7
3. Agreements of the Company. The Company agrees with the Agent
that:
(a) At any time during an Offering Period or during the time
a prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing the Registration Statement or the Prospectus,
the Company will furnish the Agent and the Agent's counsel with a copy of each
proposed amendment or supplement (other than an amendment or supplement to be
made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement or an amendment or supplement relating
solely to an offering of debt securities other than the Notes). The Company will
promptly cause the Prospectus together with each amendment thereof or supplement
thereto to be transmitted to the Commission for filing pursuant to Rule 424(b)
by an appropriate method or will promptly cause the Prospectus together with
each amendment thereof or supplement thereto to be filed with the Commission
pursuant to said Rule. If the Prospectus is amended or supplemented (other than
a Pricing Supplement or an amendment or supplement relating solely to an
offering of debt securities other than the Notes), the Agent shall be furnished
with such information relating to such filing as it may reasonably request, and
the Agent shall not be obligated to solicit offers to purchase Notes so long as
it is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt securities other than the Notes), (ii)
the filing or effectiveness of any amendment to the Registration Statement,
(iii) the receipt by the Company of comments from the Commission relating to, or
requests by the Commission for, any amendment of the Registration Statement or
any amendment of or supplement to the Prospectus or for any additional
information, (iv) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order or notice of suspension
of qualification and, if issued, to obtain as soon as possible the withdrawal
thereof. Upon the Agent's request, the Company will within a reasonable time
inform the Agent of the aggregate principal amount of Notes registered under the
Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will comply
with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the rules and regulations of the Commission thereunder, as from time to
time in force, so far as necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions hereof and the
Prospectus. If during such period any event occurs as
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<PAGE> 8
a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if, in the opinion of the Company, during such
period it is necessary to amend or supplement the Registration Statement or the
Prospectus to comply with the Act, the Company will promptly notify the Agent to
suspend the solicitation of offers to purchase the Notes in its capacity as
Agent and to cease sales of any Notes it may then own as principal and, to the
extent required under the provision in the last sentence of this subsection (b),
the Company will promptly amend or supplement the Registration Statement or the
Prospectus (at the expense of the Company) so as to correct such statement or
omission or effect such compliance. If such amendment or supplement, and any
documents, certificates, opinions and letters furnished to the Agent pursuant to
subsections (i), (j) and (k) of this Section 3 in connection with the
preparation and filing of such amendment or supplement are reasonably
satisfactory in all respects to the Agent, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to the
Registration Statement, the Agent will resume solicitation of offers to purchase
Notes hereunder. Notwithstanding the foregoing, the Company shall not be
required to comply with the provisions of subsection (b) of this Section 3
during any period from the time the Agent shall have been notified to suspend
the solicitation of offers to purchase the Notes in its capacity as Agent
(whether under this subparagraph (b) or otherwise under this Agreement) to the
time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if the Agent holds any Notes as principal
purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement,
the Company shall comply with the provisions of subsection (b) of this Section 3
during the period when a Prospectus is required to be delivered pursuant to the
Act.
(c) The Company will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with the
Commission of the Company's reports pursuant to Sections 13(a), 13(c) or 15(d)
of the Exchange Act and, if then applicable, of the Company's proxy statements
pursuant to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as the Agent
reasonably designates, to maintain such qualifications in effect so long as
required for the distribution of the Notes and, if requested by the Agent, to
arrange for the determination of the legality of the Notes for purchase by
institutional investors, except that the Company shall not be required in
connection therewith to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agent copies of the
Registration Statement and the Prospectus (including all documents incorporated
by reference therein), and all amendments of and supplements to the Registration
Statement or the Prospectus which are filed with the Commission during the
period in which a prospectus
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<PAGE> 9
relating to the Notes is required to be delivered under the Act (including all
documents filed by an amendment or supplement with the Commission during such
period which are deemed to be incorporated by reference therein), in each case
in such quantities as the Agent may from time to time reasonably request.
(f) The Company will make generally available to its
security holders and to the Agent as soon as practicable, but in any event not
later than 15 months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month period
beginning after the date upon which any amendment of or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt securities other than the Notes) is filed
pursuant to Rule 424 under the Act, which shall satisfy the provisions of
Section 11(a) of the Act.
(g) The Company shall, whether or not any sale of Notes is
consummated or this Agreement is terminated, pay all expenses incident to the
performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and delivery
of the Registration Statement and the Prospectus, all amendments thereof and
supplements thereto, the Indentures, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or Blue Sky laws of
such jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the fees of any agency that rates the Notes, the fees and expenses in
connection with any listing of the Notes on the New York Stock Exchange, Inc.
(the "New York Stock Exchange") or such other securities exchange agreed to in
writing by the Company, the fees and expenses incurred with respect to any
filing with the National Association of Securities Dealers, Inc. and the
reasonable fees and disbursements of Dewey Ballantine LLP ("Dewey Ballantine"),
as counsel for the Agent, or other counsel reasonably satisfactory to both the
Agent and the Company, and such other expenses, including, without limitation,
advertising expenses as may be agreed upon by the Agent and the Company;
provided, however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement, the fees and disbursements of Dewey
Ballantine or other counsel to the Agent shall not be paid by the Company.
(h) During the term of this Agreement, the Company shall
furnish to the Agent such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments thereof or supplements
thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agent may from time to time reasonably request and shall
promptly notify the Agent orally, followed by written notice of any downgrading,
or of its receipt of any notice of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's Investor Service
9
<PAGE> 10
("Moody's") or Standard & Poor's Corporation ("Standard & Poor's") or, if one of
them no longer rates the securities of the Company, another "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Act.
(i) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than (a) a Pricing Supplement, (b) an
amendment or supplement relating solely to an offering of debt securities other
than the Notes or (c) an amendment or supplement made pursuant to the
incorporation by reference of a document filed under the Exchange Act), the
Company will deliver or cause to be delivered forthwith to the Agent a
certificate of the Company signed by either Chairman of the Board, any Vice
Chairman, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, the Deputy Treasurer, the Controller, or either Co-General Counsel
and by the principal financial or accounting officer of the Company (or another
officer or officers acceptable to the Agent), dated the date of the
effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to the Agent, to the effect that the statements contained in the certificate
referred to in Section 4(b)(iii) hereof that was last furnished to the Agent
(either pursuant to Section 4(b)(iii) or pursuant to this Section 3(i)) are true
and correct at the time of the effectiveness of such amendment or the time of
filing of such supplement or document, as the case may be, as though made at and
as of such time (except that such statements shall be deemed to relate to the
Registration Statement, as amended at the time of effectiveness of such
amendment, and to the Prospectus, as amended and supplemented at the date of
such certificate) or, in lieu of such certificate, a certificate of the same
tenor as the certificate referred to in Section 4(b)(iii) hereof, but modified,
if necessary, to relate to the Registration Statement, as amended at the time of
the effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such certificate.
(j) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than (a) a Pricing Supplement, (b) an
amendment or supplement relating solely to an offering of debt securities other
than the Notes or (c) an amendment or supplement made pursuant to the
incorporation by reference of a document under the Exchange Act), the Company
shall furnish to or cause to be furnished forthwith to the Agent the written
opinion of the General Counsel - Corporate Law of the Company or other counsel
reasonably satisfactory to the Agent dated the date of the effectiveness of such
amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Agent, to
the effect set forth in Exhibit C hereto. In lieu of such opinion, counsel last
furnishing such an opinion to the Agent may furnish to the Agent a letter to the
effect that the Agent may rely on such last opinion to the same extent as though
it were dated the date of such letter and authorizing reliance on such last
opinion (except that statements in such last opinion will be deemed to relate to
the Registration Statement, as amended at the time of the effectiveness of such
amendment, and to the Prospectus, as amended and supplemented at the date of
such letter).
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<PAGE> 11
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information (other than (a) a Pricing Supplement, (b) any amendment or
supplement relating solely to an offering of debt securities other than the
Notes or (c) an amendment or supplement made pursuant to the incorporation by
reference of a document under the Exchange Act), the Company shall cause KPMG
LLP ("KPMG"), its independent certified public accountants, to furnish forthwith
the Agent a letter, within three business days following the date of the
effectiveness of such amendment or the date of filing of such supplement or
document, as the case may be (provided that, in the event any Settlement Date
falls within such three business day period, such letter will be delivered on or
prior to such Settlement Date), in form satisfactory to the Agent, of the same
tenor as the letter referred to in Section 4(b)(iv) hereof, but modified to
relate to the Registration Statement and Prospectus, as amended and supplemented
to the date of such letter, with such changes as may be necessary to reflect
changes in the financial statements and other information derived from the
accounting records of the Company; provided, that, if the Registration Statement
or the Prospectus is amended or supplemented solely to include or incorporate by
reference financial information with respect to a fiscal quarter, KPMG may limit
the scope of such letter to the unaudited financial statements included in such
amendment or supplement.
(l) Each acceptance by the Company of an offer for the
purchase of Notes and each sale of Notes to the Agent as principal shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and correct in
all material respects at the time of such acceptance or sale, as the case may
be, as though made at and as of such time, and an undertaking that such
representations and warranties will be true and correct in all material respects
at the time of delivery to the purchaser or his agent, or the Agent, or the
Agent as principal, of the Notes relating to such acceptance, as the case may
be, as though made at and as of such time (and it is understood that such
representations and warranties shall relate to the Registration Statement and
the Prospectus as amended and supplemented to each such time).
(m) Anything to the contrary in this Section 3
notwithstanding, if, at the time of any required notice, amendment or supplement
to the Registration Statement or the Prospectus, the Company shall have
instructed the Agent to suspend solicitation of offers to purchase the Notes in
its capacity as Agent of the Company and the Agent does not then hold any Notes
acquired by it as principal pursuant to a Terms Agreement, the Company shall not
be obligated to furnish or cause to be furnished to the Agent any notice,
certificate, opinion or letter otherwise required until such time as it shall
determine that solicitation of offers to purchase the Notes should be resumed;
and provided further that, prior to resuming such solicitation the Agent shall
be entitled to receive any such notices, certificates, opinions or letters not
previously furnished, accurate as of the date of such notice, certificate,
opinion or letter.
4. Conditions to the Obligations of the Agent. The Agent's
obligations to solicit offers to purchase Notes as agent of the Company, the
Agent's obligations to
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<PAGE> 12
purchase Notes as principal pursuant to any Terms Agreement or otherwise and the
obligation of any other purchaser to purchase Notes from the Company will be
subject to the accuracy in all material respects of the representations and
warranties on the part of the Company herein contained, to the accuracy of the
statements of the Company's officers made in each certificate furnished pursuant
to the provisions hereof and to the performance and observance by the Company of
all covenants and agreements herein contained on its part to be performed and
observed (in the case of the Agent's obligations to solicit offers to purchase
Notes, at the time of such solicitation, and, in the case of the Agent's or any
other purchaser's obligation to purchase Notes, at the time the Company accepts
the offer to purchase such Notes and at the time of purchase) and (in each case)
to the following additional conditions precedent when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change in or
affecting particularly the business or properties of the Company and its
subsidiaries from that set forth in the Registration Statement, as
amended or supplemented, that, in the Agent's judgment, makes it
impracticable to market the Notes on the terms and in the manner
contemplated in the Prospectus except, in the case of any purchase of
Notes by the Agent as principal, as disclosed to the Agent in writing by
the Company before it accepted the offer to purchase such Notes.
(ii) There shall not have occurred any (A)
suspension or material limitation of trading in securities generally on
the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any securities
of the Company on any exchange or in the over-the-counter market, (B)
declaration of a general moratorium on commercial banking activities in
New York by either federal or New York state authorities or (C) any
outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency that, in the Agent's
judgment, is material and adverse and, in the case of any of the events
described in clauses (ii)(A) through (C), such event makes it, in the
Agent's judgment, impracticable to market the Notes on the terms and in
the manner contemplated by the Prospectus, as amended or supplemented,
except, in the case of any purchase of Notes by the Agent as principal,
for any such event occurring before the Company accepted the offer to
purchase such Notes.
(iii) There shall not have been any downgrading, nor
any notice given of any intended downgrading, in the rating accorded any
of the Company's securities by Moody's or Standard & Poor's or, if one
of them no longer rates the securities of the Company, another
"nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Act, except, in the
case of any purchase of Notes by the Agent as principal, as disclosed to
the Agent in writing by the Company before it accepted the offer to
purchase such Notes.
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<PAGE> 13
(b) On the Commencement Date and, if called for by any
agreement by the Agent to purchase Notes as principal, on the corresponding
Settlement Date:
(i) The Company shall have furnished to the Agent
the opinion of the General Counsel - Corporate Law of the Company (or
other counsel for the Company reasonably acceptable to the Agent) on the
Commencement Date, and on the Settlement Date will furnish the opinion
of the General Counsel - Corporate Law of the Company (or other counsel
for the Company reasonably acceptable to the Agent) and, if called for
by a Terms Agreement, the opinion of other counsel, dated the
Commencement Date or the Settlement Date, as the case may be, to the
effect set forth in Exhibit C hereto.
(ii) The Agent shall have received from Dewey
Ballantine LLP (or other counsel reasonably acceptable to the Agent and
the Company), counsel for the Agent, an opinion dated the Commencement
Date or the Settlement Date, as the case may be, to the effect set forth
in Exhibit D hereto.
(iii) The Company shall have furnished to the Agent a
certificate of the Company, signed by either Chairman of the Board, any
Vice Chairman, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, the Deputy Treasurer, the Controller, or either
Co-General Counsel and by the principal financial or accounting officer
of the Company (or another officer or officers acceptable to the Agent),
dated the Commencement Date or the Settlement Date, as the case may be,
to the effect that each signatory of such certificate, to the best of
his or her knowledge, after reasonable investigation, certifies that:
(A) the representations and warranties of
the Company in this Agreement are true and correct in all
material respects on and as of the date of such certificate with
the same effect as if made on the date of such certificate and
the Company has complied in all material respects with all the
agreements and satisfied in all material respects all the
conditions on its part to be performed or satisfied as a
condition to the obligations of the Agent under this Agreement;
(B) no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or, to
their knowledge, have been threatened; and
(C) since the date of the most recent
financial statements included in the Prospectus, as amended and
supplemented, there has been no material adverse change in the
consolidated financial condition or results of operations of the
Company and its subsidiaries,
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<PAGE> 14
taken as a whole, which is not disclosed in the Prospectus, as
amended or supplemented.
(iv) KPMG, or another nationally recognized
independent accounting firm, shall have furnished to the Agent a
letter or letters, dated the Commencement Date or the Settlement
Date, as the case may be, in form and substance reasonably
satisfactory to the Agent, to the effect set forth in Exhibit E
hereto.
(v) The Company shall have furnished to the
Agent such appropriate further information, certificates and
documents as the Agent may reasonably request.
5. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the Agent
against any losses, claims, damages or liabilities, joint or several, to which
the Agent may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement when it became effective,
the Prospectus, or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading and will reimburse
the Agent for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Agent
specifically for use in the preparation thereof and such indemnity with respect
to any preliminary prospectus, the Prospectus or any preliminary supplemental
prospectus, shall not inure to the benefit of the Agent (or any person
controlling the Agent) if the Company shall have delivered sufficient quantities
of the Prospectus, as amended and supplemented, to the Agent within a reasonable
time prior to the earlier of the delivery of the written confirmation of the
sale of such Notes or the delivery of such Notes to the person asserting such
loss, claim, damage, liability or action for which indemnification is sought,
and the Prospectus as so amended and supplemented (excluding documents
incorporated by reference) was not sent or given to such person by the Agent at
or prior to the earlier of the delivery of the written confirmation of the sale
of such Notes or the delivery of such Notes to such person in any case where
such sending or giving of a prospectus is required by the Act, and the untrue
statement or omission of a material fact contained in such preliminary
prospectus, such Prospectus or such preliminary supplemental prospectus, was
corrected in the Prospectus, as so amended and supplemented, provided to the
Agent.
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<PAGE> 15
(b) The Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the Registration Statement when such part became
effective, the Prospectus or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of the Agent specifically for use in the preparation thereof, and will reimburse
the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent that it shall wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnified party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities on the other from the
offering of such Notes, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company
15
<PAGE> 16
on the one hand and the Agent on the other in connection with the offering of
such Notes shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Notes by the Agent (before deducting
expenses) received by the Company bear to the total commissions received by the
Agent in respect thereof. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company and the Agent agree that
it would not be just and equitable if contributions pursuant to this subsection
(d) were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the first sentence of this subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim (which
shall be limited as provided in subsection (c) above if the indemnifying party
has assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), the Agent shall not be required to contribute
any amount in excess of the amount by which the total price at which the Notes
were offered and sold to the public by the Agent exceeds the amount of any
damages which the Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Promptly after receipt by an indemnified
party under this subsection (d) of notice of the commencement of any action
against such party in respect of which a claim for contribution may be made
against an indemnifying party under this subsection (d), such indemnified party
shall notify the indemnifying party in writing of the commencement thereof if
the notice specified in subsection (c) above has not been given with respect to
such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this subsection (d).
(e) The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls the Agent within the meaning of the Act or the Exchange Act; and the
obligations of the Agent under this Section 5 shall be in addition to any
liability which the Agent may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act or the Exchange Act.
6. Termination of the Appointment of the Agent. This Agreement may
be terminated at any time by either party hereto upon the giving of written
notice of such
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<PAGE> 17
termination to the other party hereto. The termination of this Agreement shall
not require termination of any agreement by the Agent to purchase Notes as
principal, and the termination of any such Agreement shall not require
termination of this Agreement. If this Agreement is terminated, neither party
shall have any liability to the other party hereto, except as provided in the
first sentence of the second paragraph of Section 1(a), the last proviso of
Section 3(b), and Sections 3(f), 3(g), 5, 7 and 11 hereof, and except that, if
at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser or its agent
of the Note or Notes relating thereto has not occurred, the Company's
representations and warranties stated in Section 2 and its obligations under
Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(h), 3(i), 3(j), 3(k), 3(l) and 4 hereof
shall also remain in full force and effect and not be terminated until the
delivery of such Notes.
7. Representations and Indemnities to Survive. With respect to the
Agent's solicitation of offers to purchase Notes as agent of the Company or the
Agent's obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, the respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and of the Agent
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Agent or the
Company or any of the officers, directors or controlling persons referred to in
Section 5 hereof, and will survive delivery of and payment for the Notes for a
period extending to the earlier of (i) three years from the corresponding
Settlement Date for such Notes or (ii) the expiration of any applicable statute
of limitations governing such solicitation or purchase of Notes.
8. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Agent, will be mailed, delivered
or transmitted to it by any standard form of telecommunications at:
Salomon Smith Barney Inc.
7 World Trade Center
New York, NY 10048 Attention: Medium Term Note
Department
Fax: (212) 783-2274
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Reference Medium-Term Note Program
Fax: (212) 793-8098
and
17
<PAGE> 18
153 East 53rd Street
New York, New York 10043
Attention: General Counsel - Corporate Law
Reference Medium-Term Note Program
Fax: (212) 793-3430
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof, except to the extent provided for in Section 4
hereof, are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.
11. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
18
<PAGE> 19
If the foregoing is in accordance with the Agent's understanding
of this agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and the Agent's acceptance shall represent a binding
agreement between the Company and the Agent.
Very truly yours,
CITIGROUP INC.
By
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date first
written above.
SALOMON SMITH BARNEY INC.
By
Name:
Title:
19
<PAGE> 20
Schedule 1
Citigroup Inc.
Medium-Term Notes
Commission Schedule
Unless it is agreed at the time of trade that an Issue of Notes
will be offered to retail investors, Citigroup agrees to pay each Selling Agent
a commission equal to the following percentage of the principal amount of Notes
sold to institutional purchasers solicited by such Selling Agent:
Commission Rate
(as a percentage of
Term principal amount)
---- -----------------
9 months to less than 1 year .125%
1 year to less than 18 months .15
18 months to less than 2 years .20
2 years to less than 3 years .25
3 years to less than 4 years .35
4 years to less than 5 years .45
5 years to less than 6 years .50
6 years to less than 7 years .55
7 years to less than 10 years .60
10 years to less than 15 years .625
15 years to less than 20 years .675
20 years to less than 30 years .75
30 years to less than 50 years .875
50 years to less than 60 years 1.00
Greater than 60 years to be negotiated
S-1-1
<PAGE> 21
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated:
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Re: Distribution Agreement dated _____, 2000
(the "Distribution Agreement")
Subject to the terms and provisions stated below, the
undersigned agrees to purchase the following principal amount of your (check
box):
[ ] Medium-Term Senior Notes, Series C, Due Nine Months or More
from the Date of Issue: $ ; and/or
[ ] Medium-Term Subordinated Notes, Series C, Due Nine Months or
More from the Date of Issue: $ .
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Purchase Price: Interest Rate: Base Rate:
Price to Public: Index Maturity:
</TABLE>
A-1
<PAGE> 22
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Settlement Date and time: Spread:
Place of delivery: Spread Multiplier:
Original Issue Date: Amortization
Schedule:
Date on which interest
begins to accrue (if
different from Original
Issue Date):
Specified Currency: Initial Interest Rate:
Maturity Date: Interest Reset Dates:
Interest Payment Dates: Maximum Interest Rate:
</TABLE>
A-2
<PAGE> 23
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Regular Record Dates:
Exchange Rate Agent:
Option to receive payments in
specified currency other than
U.S. Dollars:
Sinking fund:
Total amount OID:
Original yield to maturity: Minimum Interest Rate:
Renewal terms:
</TABLE>
A-3
<PAGE> 24
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Option to elect repayment:
Optional Repayment Dates:
Optional Repayment prices:
Optional Interest Rate Reset:
Optional Reset Dates:
Optional extension of maturity:
Length of extension period:
</TABLE>
A-4
<PAGE> 25
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Number of extension periods:
Final Maturity Date:
Depositary:
Optional Redemption Date(s): Interest Reset Period:
Initial Redemption Date: Interest payment
Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption percentage
decrease:
</TABLE>
A-5
<PAGE> 26
<TABLE>
<CAPTION>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
<S> <C> <C>
Other terms:
</TABLE>
The provisions of Sections 1(b) and (c) and 2 through 11 of the
Distribution Agreement and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in
full herein.
Between the date of this Agreement and the Settlement Date with
respect to this Agreement, you will not, without the undersigned's prior
consent, offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company substantially similar to the Medium-Term Senior Notes,
Series C, Due Nine Months or More from the Date of Issue and the Medium-Term
Subordinated Notes, Series C, Due Nine Months or More from the Date of Issue
(other than (i) the Notes to be sold pursuant to this Agreement and (ii)
commercial paper issued in the ordinary course of business), except as may
otherwise be provided herein.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required:
A-6
<PAGE> 27
SALOMON SMITH BARNEY INC.
By
------------------------------
Name:
Title:
Accepted:
CITIGROUP INC.
By
------------------------------
Name:
Title:
A-7
<PAGE> 28
Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
_____, 2000
The Medium-Term Senior Notes, Series C, Due Nine Months or More
from the Date of Issue (the "Senior Notes") and the Medium-Term Subordinated
Notes, Series C, Due Nine Months or More from the Date of Issue (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes") of
Citigroup Inc. (the "Company") are to be offered on a continuing basis. Salomon
Smith Barney Inc. has agreed, as agent, to solicit purchases of the Notes issued
in fully registered form. (The term "Agent" when used in these Administrative
Procedures, means Salomon Smith Barney Inc.). The Agent will not be obligated to
purchase Notes for its own account. The Notes are being sold pursuant to a
Distribution Agreement between the Company and the agents named therein
(including the Agent) dated the date hereof (the "Distribution Agreement"). The
Notes have been registered with the Securities and Exchange Commission (the
"Commission"). The Bank of New York ("BONY") is the trustee under the Indenture,
dated as of March 15, 1987, as amended from time to time, under which the Senior
Notes will be issued (the "Senior Debt Indenture"). Bank One Trust Company, N.A.
(formerly The First National Bank of Chicago) ("Bank One") is the trustee
(together with BONY, the "Trustees") under the Indenture, dated as of July 17,
1998, as amended from time to time, under which the Subordinated Notes will be
issued (the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"). The Senior Notes will constitute part of the
senior debt of the Company and will rank equally with all other unsecured and
unsubordinated debt of the Company. The Subordinated Notes will be subordinate
and junior in the right of payment to all Senior Indebtedness of the Company, to
the extent and in the manner set forth in the Subordinated Debt Indenture.
The Distribution Agreement provides that Notes may also be
purchased by the Agent acting solely as principal and not as agent. In the event
of any such purchase, the functions of both the Agent and the beneficial owner
under the administrative procedures set forth below shall be performed by the
Agent acting solely as principal, unless otherwise agreed to between the Company
and the Agent acting as principal.
Each Note will be represented by either a Global Security (as
defined hereinafter) or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Each Global Security
representing Senior Notes will be delivered to BONY, and each Global Security
representing Subordinated Notes will be delivered to Bank One, each acting
as agent for The Depository Trust Company or any successor depository selected
by the Company ("DTC," which term, as used herein, includes any successor
depository selected by the Company),
B-1
<PAGE> 29
and will be recorded in the book-entry system maintained by DTC (a "Book-Entry
Note"). An owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms of,
the solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering are
explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures, the
Notes or the Prospectus Supplement relating to the Notes shall be used herein as
therein defined. Notes for which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as "Fixed Rate Notes."
Notes for which interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes." The Company will appoint and
enter into agreements with agents (each a "Calculation Agent") to calculate
interest rates on Floating Rate Notes. Unless otherwise specified in a Pricing
Supplement, BONY will be the Calculation Agent for each Senior Note that is a
Floating Rate Note and Bank One will be the Calculation Agent for each
Subordinated Note that is a Floating Rate Note. To the extent the procedures set
forth below conflict with the provisions of the Notes, the Indentures, DTC's
operating requirements or the Distribution Agreement, the relevant provisions of
the Notes, the Indentures, DTC's operating requirements and the Distribution
Agreement shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, BONY and Bank One
(together, the "DTC Agents") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. BONY will perform such functions in accordance
with its respective obligations under a Letter of Representations from the
Company and BONY to DTC dated as of the date hereof and a Medium-Term Note
Certificate Agreement between BONY and DTC, dated as of August 17, 1989 and as
amended to date, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS"). Bank One will perform such functions
in
B-2
<PAGE> 30
accordance with its respective obligations under a Letter of Representations
from the Company and Bank One to DTC dated as of the date hereof and a
Certificate Agreement between DTC and Bank One, dated as of May 26, 1989, and as
amended to date, and its obligations as a participant in DTC, including DTC's
SDFS.
Issuance: On any date of settlement (as defined
under "Settlement" below) for one or
more Book-Entry Notes, the Company
will issue a single global security in
fully registered form without coupons
(a "Global Security") representing up
to $200,000,000 principal amount of
all such Book-Entry Notes of the same
Series that have the same Original
Issue Date, Original Issue Discount
provisions, if any, Interest Payment
Dates, Regular Record Dates, Interest
Payment Period, redemption, repayment
and extension provisions, if any,
Stated Maturity, and, in the case of
Fixed Rate Notes, interest rate, and
amortization schedule, if any, or, in
the case of Floating Rate Notes,
Initial Interest Rate, Base Rate,
Index Maturity, Interest Reset Period,
Interest Reset Dates, Spread and/or
Spread Multiplier, if any, Minimum
Interest Rate, if any, and Maximum
Interest Rate, if any and, in each
case, any other relevant terms
(collectively, the "Terms"). Each
Global Security will be dated and
issued as of the date of its
settlement. Each Global Security will
bear an Original Issue Date, which
will be (i) with respect to an
original Global Security (or any
portion thereof), the Original Issue
Date specified in such Global Security
and (ii) following a consolidation of
Global Securities, with respect to the
Global Security resulting from such
consolidation, the most recent
Interest Payment Date to which
interest has been paid or duly
provided for on the predecessor Global
Securities, regardless of the date of
authentication of such resulting
Global Security. No Global Security
will represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or (ii)
any Certificated Note or (iii) both
Senior Notes and Subordinated Notes.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corpora-
B-3
<PAGE> 31
tion (the "CUSIP Service Bureau") for
the reservation of two series of CUSIP
numbers, one for Senior Notes and one
for Subordinated Notes, each of which
series consists of approximately 900
CUSIP numbers and relates to Global
Securities representing Book-Entry Notes
and book-entry medium-term notes issued
by the Company with other Series
designations. The DTC Agents, the
Company and DTC have obtained from the
CUSIP Service Bureau a written list of
such reserved CUSIP numbers. The DTC
Agents will assign CUSIP numbers to
Global Securities as described below
under Settlement Procedure "B." DTC will
notify the CUSIP Service Bureau
periodically of the CUSIP numbers that
the DTC Agents have assigned to Global
Securities. Each DTC Agent will notify
the Company at any time when fewer than
100 of the reserved CUSIP numbers remain
unassigned to Global Securities, and, if
it deems necessary, the Company will
reserve additional CUSIP numbers for
assignment to Global Securities. Upon
obtaining such additional CUSIP numbers,
the Company shall deliver a list of such
additional CUSIP numbers to either or
both DTC Agents, as needed, and to DTC.
Registration: Global Securities will be issued only
in fully registered form without
coupons. Each Global Security will be
registered in the name of CEDE & CO.,
as nominee for DTC, on the securities
register for the Notes (the "Securities
Register") maintained under the
applicable Indenture. The beneficial
owner of a Book-Entry Note (or one or
more indirect participants in DTC
designated by such owner) will
designate one or more participants in
DTC (with respect to such Book-Entry
Note, the "Participants") to act as
agent or agents for such owner in
connection with the book-entry system
maintained by DTC, and DTC will record
in book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such beneficial owner in
such Book-Entry Note in the account of
such Participants. The ownership
interest of such beneficial owner (or
such participant) in such
B-4
<PAGE> 32
Book-Entry Note will be recorded through
the records of such Participants or
through the separate records of such
Participants and one or more indirect
participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by
DTC and, in turn, by Participants (and
in certain cases, one or more indirect
participants in DTC) acting on behalf
of beneficial transferors and
transferees of such Note.
Exchanges: Each DTC Agent may deliver to DTC and
the CUSIP Service Bureau at any time a
written notice of consolidation (a copy
of which shall be attached to the
resulting Global Security described
below) specifying (i) the CUSIP numbers
of two or more outstanding Global
Securities that represent (A) Fixed
Rate Book- Entry Notes of the same
Series and having the same Terms and
for which interest has been paid to the
same date or (B) Floating Rate
Book-Entry Notes of the same Series and
having the same Terms and for which
interest has been paid to the same
date, (ii) a date, occurring at least
thirty days after such written notice
is delivered and at least thirty days
before the next Interest Payment Date
for such Book-Entry Notes, on which
such Global Securities shall be
exchanged for a single replacement
Global Security and (iii) a new CUSIP
number to be assigned to such
replacement Global Security. Upon
receipt of such a notice, DTC will send
to its participants (including the DTC
Agent for such replacement Global
Security) a written reorganization
notice to the effect that such exchange
will occur on such date. Prior to the
specified exchange date, such DTC Agent
will deliver to the CUSIP Service
Bureau a written notice setting forth
such exchange date and such new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of the
Global Securities to be exchanged will
no longer be valid. On the specified
exchange date, such DTC Agent will
exchange such Global Securities for a
single Global Security bearing the new
CUSIP number and a new Original
B-5
<PAGE> 33
Issue Date, which shall be the last date
to which interest has been paid on the
underlying Book-Entry Notes, and the
CUSIP numbers of the exchanged Global
Securities will, in accordance with
CUSIP Service Bureau procedures, be
canceled and not immediately reassigned.
Upon such exchange, the DTC Agent will
mark the predecessor Global Security
"canceled," make appropriate entries in
the DTC Agent's records and destroy such
canceled Global Security in accordance
with the terms of the applicable
Indenture and deliver a certificate of
destruction to the Company.
Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed
$200,000,000 in aggregate principal
amount, one Global Security will be
authenticated and issued to represent
each $200,000,000 of principal amount of
the exchanged Global Securities and an
additional Global Security will be
authenticated and issued to represent
any remaining principal amount of such
Global Securities (see " Denominations"
below).
Maturities: Each Book-Entry Note will mature on a
date nine months or more after the
issue date for such Note. A Floating
Rate Book-Entry Note will mature only
on an Interest Payment Date for such
Note.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. If
Book-Entry Notes are denominated in a
Specified Currency other than U.S.
dollars, the denominations of such
Notes will be determined pursuant to
the provisions of the applicable
Pricing Supplement. Global Securities
will be denominated in principal
amounts not in excess of $200,000,000
(or the equivalent thereof). If one or
more Book-Entry Notes having an
aggregate principal amount in excess of
$200,000,000 (or the equivalent
thereof) would, but for the preceding
sentence, be represented by a single
Global Security, then one Global
Security will be authenticated and
issued to represent each $200,000,000
principal amount (or the equivalent
thereof) of such
B-6
<PAGE> 34
Book-Entry Note or Notes and an
additional Global Security will be
authenticated and issued to represent
any remaining principal amount of such
Book-Entry Note or Notes. In such a
case, each of the Global Securities
representing such Book-Entry Note or
Notes shall be assigned the same CUSIP
number.
Notice of Redemption Dates: Each DTC Agent will, with respect to
the Notes for which it is the Trustee,
give notice to DTC prior to each
Redemption Date (as specified in the
Note) if any at the time and in the
manner set forth in the applicable
Letter of Representations.
Interest: General. Unless otherwise indicated in
the applicable Pricing Supplement,
interest, if any, on each Book-Entry
Note will accrue from the Original
Issue Date (or such other date on which
interest otherwise begins to accrue (if
different than the Original Issue
Date)) of the Global Security
representing such Book-Entry Note for
the first interest period or the last
date to which interest has been paid,
if any, for each subsequent interest
period, on the Global Security
representing such Book-Entry Note, and
will be calculated and paid in the
manner and on the Interest Payment
Dates described in such Book-Entry Note
and in the Prospectus (as defined in
the Distribution Agreement), as
supplemented by the applicable Pricing
Supplement. Unless otherwise specified,
each payment of interest on a
Book-Entry Note will include interest
accrued to but excluding the Interest
Payment Date; provided, that in the
case of Floating Rate Notes that reset
daily or weekly, interest payments will
include interest accrued to but
excluding the next preceding Regular
Record Date, except that at stated
Maturity, the interest payable will
include interest accrued to, but
excluding, the Maturity. Interest
payable at the Maturity of a Book-Entry
Note will be payable to the Person to
whom the principal of such Note is
payable. Standard & Poor's Corporation
will use the information received in
the pending deposit message described
under Settlement Procedure "C" below in
order to include the amount of any
interest
B-7
<PAGE> 35
payable and certain other information
regarding the related Global Security in
the appropriate (daily or weekly) bond
report published by Standard & Poor's
Corporation.
Regular Record Dates. The Regular
Record Date with respect to any
Interest Payment Date for a Floating
Rate Note, Fixed Rate Note or Indexed
Rate Note shall be the date (whether or
not a Business Day) fifteen calendar
days immediately preceding such
Interest Payment Date.
Payments of Principal and Interest: Payment of Interest Only. Promptly
after each Regular Record Date, the DTC
Agent for each Global Security will
deliver to the Company and DTC a
written notice setting forth, by CUSIP
number, the amount of interest to be
paid on each Global Security on the
following Interest Payment Date (other
than an Interest Payment Date
coinciding with Maturity) and the total
of such amounts. DTC will confirm the
amount payable on each Global Security
on such Interest Payment Date by
reference to the appropriate (daily or
weekly) bond reports published by
Standard & Poor's Corporation. The
Company will pay to the Trustee for the
Notes represented by such Global
Security the total amount of interest
due on such Interest Payment Date
(other than at Maturity), and such
Trustee will pay such amount to DTC, at
the times and in the manner set forth
below under "Manner of Payment." If any
Interest Payment Date for a Book-Entry
Note is not a Business Day, the payment
due on such day shall be made on the
next succeeding Business Day and no
interest shall accrue as a result of
such delayed payment. In the case of a
Floating Rate Note that is a LIBOR note
(as described in the Prospectus), if
postponement to the next business day
would cause the interest payment date
to be in the next succeeding calendar
month, the Interest Payment Date will
instead be the immediately preceding
Business Day.
Payments at Maturity or Upon
Redemption. On or about the first
Business Day of each
B-8
<PAGE> 36
month, each DTC Agent will, with respect
to the Global Securities for which it
acts as DTC Agent, deliver to the
Company, DTC and the applicable Trustee
a written list of principal and interest
to be paid on each Global Security
maturing either at Maturity or on a
Redemption Date in the following month.
The DTC Agent for each Global Security,
the Company and DTC will confirm the
amounts of such principal and interest
payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity Date
or Redemption Date of such Global
Security. On or before such Maturity or
Redemption, the Company will pay to the
Trustee for the Notes represented by
such Global Security the principal
amount or redemption price of such
Global Security, together with interest
due at such Maturity or redemption in
the manner set forth below under "Manner
of Payment." Such Trustee will pay such
amount to DTC at the times and in the
manner set forth below under "Manner of
Payment." If any Maturity of a Global
Security representing Book-Entry Notes
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Maturity Date
or Redemption Date. Promptly after
payment to DTC of the principal and
interest or redemption price due on the
Maturity Date or Redemption Date of such
Global Security, the Trustee for such
Global Security will cancel and destroy
such Global Security in accordance with
the applicable Indenture and, if
requested, deliver a certificate of
destruction to the Company.
Manner of Payment. The total amount of
any principal and interest or
redemption price due on Global
Securities on any Interest Payment Date
or at Maturity or upon redemption or
repayment shall be paid by the Company
to the Trustee for the Notes
represented by such Global Security in
immediately available funds no later
than 9:30 A.M. (New York City time) on
such date. The Company will make such
payment on such Global Securities by
B-9
<PAGE> 37
instructing such Trustee to withdraw
funds from an account maintained by the
Company with the DTC Agent for the
Notes represented by such Global
Securities. The Company will confirm
any such instructions in writing to
such Trustee. Prior to 10 A.M. (New
York City time) on the date of Maturity
or as soon as possible thereafter, such
Trustee will pay by separate wire
transfer (using Fedwire message entry
instructions in a form previously
specified by DTC) to an account at the
Federal Reserve previously specified by
DTC, in funds available for immediate
use by DTC, each payment of principal
(together with interest thereon) due on
a Global Security on such Maturity Date
or Redemption Date. On each Interest
Payment Date (other than at Maturity),
interest payments shall be made to DTC,
in same day funds, in accordance with
existing arrangements between the
relevant DTC Agent and DTC. On each
such date, DTC will pay, in accordance
with its SDFS operating procedures then
in effect, such amounts in funds
available for immediate use to the
respective Participants in whose names
the Book-Entry Notes represented by
such Global Securities are recorded in
the book-entry system maintained by
DTC. None of the Company (as issuer or
as paying agent), the Trustee or such
DTC Agent shall have any direct
responsibility or liability for the
payment by DTC to such Participants of
the principal of and interest on the
Book-Entry Notes.
If an issue of Notes is denominated in
a currency other than the U.S. dollar,
the Company will make payments of
principal and any interest in the
currency in which the Notes are
denominated (the "foreign currency") or
in U.S. dollars. DTC has elected to
have all such payments of principal and
interest in U.S. dollars unless
notified by any of its Participants
through which an interest in the Notes
is held that it elects, in accordance
with and to the extent permitted by the
applicable Pricing Supplement and the
Note, to receive such payment of
principal or interest in the foreign
B-10
<PAGE> 38
currency. On or prior to the third
Business Day after the record date for
payment of interest and twelve days
prior to the date for payment of
principal, such Participant shall
notify DTC of (i) its election to
receive all, or the specified portion,
of such payment in the foreign currency
and (ii) its instructions for wire
transfer of such payment to a foreign
currency account.
DTC will notify the applicable Trustee
on or prior to the fifth Business Day
after the record date for payment of
interest and ten days prior to the date
for payment of principal of the portion
of such payment to be received in the
foreign currency and the applicable
wire transfer instructions, and the
applicable Trustee shall use such
instructions to pay the Participants
directly. If DTC does not so notify the
applicable Trustee, it is understood
that only U.S. dollar payments are to
be made. The applicable Trustee shall
notify DTC on or prior to the second
Business Day prior to payment date of
the conversion rate to be used and the
resulting U.S. dollar amount to be paid
per $1,000 face amount. In the event
that the applicable Trustee's quotation
to convert the foreign currency into
U.S. dollars is not available, the
applicable Trustee shall notify DTC's
Dividend Department that the entire
payment is to be made in the foreign
currency. In such event, DTC will ask
its Participants for payment
instructions and forward such
instructions to the applicable Trustee
and the applicable Trustee shall use
such instructions to pay the
Participants directly.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest or
principal or redemption payment on a
Book-Entry Note will be determined and
withheld by the Participant, indirect
participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial
owner of such Note.
Procedures upon Company's Company Notice to Trustee regarding
Exercise of Optional Reset or Exercise of Optional Reset. Not less
than 45
B-11
<PAGE> 39
Optional Extension of Maturity: or more than 60 days before an
Optional Reset Date as set forth in a
Book-Entry Note, the Company will notify
the Trustee for such Book-Entry Note
whether it is exercising its option to
reset the interest rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note, and if so, (i)
the new interest rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Book-Entry Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Book-Entry Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Procedures upon Company's
Book-Entry Note during such Subsequent
Interest Period, including the date
Exercise of Optional Reset or or dates
on which or the period or periods during
which such redemption Optional Extension
of Maturity: may occur during such
Subsequent Interest Period.
Company Notice to Trustee regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Book-Entry Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee for such Book-Entry Note no
less than 45 or more than 60 days before
the Stated Maturity of such Book-Entry
Note, and will further indicate (i) the
new Stated Maturity; (ii) the interest
rate or Spread or Spread Multiplier, as
the case may be, applicable to the
extension period; and (iii) the
provisions, if any, for redemption of
such Book-Entry Note during such
extension period, including the date or
dates on which or the period or periods
during which such redemption may occur
during such extension period.
Trustee Notice to DTC regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
12 Trustee for the Book-Entry Note will
deliver a notice to DTC not less than 40
days before the Optional Reset Date (in
which case a "Reset Notice") or the
Stated Maturity (in which case an
"Extension Notice"), as the case may be,
which Reset Notice or Extension Notice
shall identify such Book-Entry Note by
CUSIP number and shall contain the
information required by the terms of the
Book-Entry Note.
B-12
<PAGE> 40
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, DTC exercises the option for
repayment by tendering the Global
Security representing the Book-Entry
Note to be repaid as set forth in such
Note, the Trustee for such Book-Entry
Note shall give notice to the Company
not less than 22 days before the
Optional Reset Date or the old Stated
Maturity, as the case may be, of the
principal amount of Book-Entry Notes to
be repaid on such Optional Reset Date or
old Stated Maturity, as the case may be.
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier provided for in the Reset
Notice and establish a higher interest
rate or Spread or Spread Multiplier for
an Optional Reset Period or extension
period, as the case may be, it shall,
not less than 20 days before such
Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Book-Entry Note. The Trustee
will immediately thereafter notify DTC
of the new interest rate or Spread or
Spread Multiplier applicable to such
Book-Entry Note.
Trustee Notice to Company regarding DTC
Revocation of Option to be Repaid. If,
after DTC has tendered any Book-Entry
Notes for repayment pursuant to an
Extension Notice or an Reset Notice, DTC
then revokes such tender for repayment,
the Trustee for such Book-Entry Notes
shall give notice to the Company not
less than five days prior to the Stated
Maturity or Optional Reset Date, as the
case may be, of such revocation and of
the principal amount of Book-Entry Notes
for which tender for repayment has been
revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before any Optional Reset Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay the
principal amount, plus interest accrued
B-13
<PAGE> 41
to such old Stated Maturity or Optional
Reset Date, as the case may be, for all
the Book-Entry Notes or portions thereof
for which such Trustee serves as Trustee
and which are to be repaid on such old
Stated Maturity or Optional Reset Date,
as the case may be. Such Trustee will
use such money to repay such Book-Entry
Notes pursuant to the terms set forth in
such Notes.
Procedures upon Company's Company Notice to Trustee regarding
Exercise of Optional Exercise of Optional Redemption. At
Redemption: Procedures upon least 45 days prior to
the date on which it intends to redeem
a Book-Entry Company's Exercise Note,
the Company will notify the Trustee for
such Book-Entry Note that it of
Optional is exercising such option with
respect to such Book-Entry Note on such
Redemption: date and the redemption
price of such Book-Entry Notes.
Trustee Notice to DTC regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Book-Entry Note, the Trustee
will, at least 30 days before the
Redemption Date for such Book-Entry
Note, hand deliver to DTC a notice
identifying such Book-Entry Note by
CUSIP number and informing DTC of the
Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or
before any Redemption Date, the Company
shall deposit with such Trustee an
amount of money sufficient to Cay the
redemption price, plus interest accrued
to such Redemption Date, for all the
Book-Entry Notes or portions thereof for
which such Trustee serves as Trustee and
which are to be repaid on such
Redemption Date. such Trustee will use
such money to repay such Book-Entry
Notes pursuant So the terms set forth in
such Notes.
Payments of Principal Trustee Notice to Company of Option to
and Interest Upon be Repaid. Upon receipt of notice of
Exercise of Optional exercise of the option for repayment
Repayment (Except and the Global Securities representing
Pursuant to the Book-Entry Notes so to be repaid as
Company's Exercise set forth in such Notes, the Trustee
of Optional Reset or for such Book-Entry Notes shall (unless
Optional Extension): such notice was received pursuant to
the Company's exercise of an optional
reset or an optional extension of
maturity, in each of which cases the
relevant procedures set forth above are
to be followed) give notice to the
B-14
<PAGE> 42
Company not less than 20 days prior to
each Optional Repayment Date of such
Optional Repayment Date and of the
principal amount of Book-Entry Notes to
be repaid on such Optional Repayment
Date.
Deposit of Repayment Price. On or prior
to any Optional Repayment Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay
the optional repayment price, and
accrued interest thereon to such date,
of all the Book-Entry Notes or portions
thereof which are to be repaid on such
date. Such Trustee will use such money
to repay such Book-Entry Notes pursuant
to the terms set forth in such Notes.
Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Book-Entry Notes that may be sold
as a result of the solicitation of
orders by the Agent. If the Company
decides to set prices of, and rates
borne by, any Book-Entry Notes in
respect of which the Agent is to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Rejection of Orders: Unless otherwise instructed by the
Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Book-Entry Notes
received by the Agent, other than those
rejected by it in whole or in part in
the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agent, the Company
has the right to accept orders to
purchase Book-Entry Notes and may
reject any such orders in whole or in
part.
Preparation of Pricing Supplement: If any order to purchase a Book-Entry
Note is accepted by or on behalf of the
Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the terms of
such Book-Entry Note, will file one
copy
B-15
<PAGE> 43
thereof by electronic submission with
the Commission in accordance with the
applicable paragraph of Rule 424(b)
under the Act, will deliver such number
of copies thereof to the Agent as the
Agent shall request and will, on the
Agent's behalf, file three copies of
such Pricing Supplement with the
National Association of Securities
Dealers, Inc. (the "NASD"). The Agent
will cause a Prospectus and such Pricing
Supplement to be delivered to the
purchaser of such Book-Entry Note.
In each instance that a Pricing
Supplement is prepared, the Agent will
affix the Pricing Supplement to
Prospectuses prior to their use.
Outdated Pricing Supplements and the
Prospectuses to which they are attached
(other than those retained for files),
will be destroyed.
Copies of the appropriate number of
Pricing Supplements shall be delivered
to the Agent at the following address
by 11:00 A.M., New York City time, on
the Business Day following the
acceptance of an offer by or on behalf
of the Company: to Salomon Smith Barney
Inc., 7 World Trade Center, New York,
New York 10048 (with a copy transmitted
by telecopy to (212) 783-2274,
Attention: Medium Term Note
Department).
Suspension of Subject to the Company's
Solicitation: representations, warranties and
Amendment or covenants contained in the Distribution
Supplement: Agreement, the Company may instruct the
Suspension of Agent to suspend at any
time, for any period of time or
permanently, the Solicitation;
solicitation of orders to purchase
Book-Entry Notes. Upon receipt of
Amendment or such instructions, the
Agent will forthwith suspend
solicitation until Supplement: such
time as the Company has advised it such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent, the
Trustees and the DTC Agents whether
such orders may be settled and whether
copies of
B-16
<PAGE> 44
the Prospectus as in effect at the time
of the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Book-Entry
Note must accompany or precede the
earliest of any written offer of such
Book-Entry Note, confirmation of the
purchase of such Book-Entry Note and
payment for such Book-Entry Note by its
purchaser. If notice of a change in the
terms of the Book-Entry Notes is
received by the Agent between the time
an order for a Book-Entry Note is
placed and the time written
confirmation thereof is sent by the
Agent to a customer or his agent, such
confirmation shall be accompanied by a
Prospectus and Pricing Supplement
setting forth the terms in effect when
the order was placed. The Agent will
deliver a Prospectus and Pricing
Supplement as herein described with
respect to each Book-Entry Note sold by
it. The Company will make such delivery
if such Book-Entry Note is sold
directly by the Company to a purchaser
(other than the Agent).
Confirmation: For each order to purchase a Book-Entry
Note solicited by the Agent and
accepted by or on behalf of the
Company, the Agent will issue a
confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery
and payment instructions.
Settlement: The receipt by the Company of
immediately available funds in payment
for a Book-Entry Note and the
authentication and issuance of the
Global Security representing such
Book-Entry Note shall constitute
"settlement" with respect to such
Book-Entry Note, and the date of such
settlement, the "Settlement
B-17
<PAGE> 45
Date." All orders accepted by the
Company will be settled on the third
Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below unless the
Company and the purchaser agree to
settlement on another day which shall be
no earlier than the Business Day next
succeeding the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the Company
to or through the Agent, except
pursuant to a Terms Agreement, shall be
as follows:
A. The Agent will advise the Company
by telephone (or by facsimile or
other acceptable written means)
that such Note is a Book-Entry
Note and of the following
settlement information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate
Book-Entry Note, the interest rate
and reset, redemption, repayment
and extension provisions (if any) or,
in the case of a Floating Rate
Book-Entry Note, the Base Rate,
Initial Interest Rate (if known at
such time), Interest Reset Period,
Interest Reset Dates, Index Maturity,
Spread and/or Spread Multiplier (if
any), Minimum Interest Rate (if any),
Maximum Interest Rate (if any) and
reset, redemption, repayment and
extension provisions (if any).
5. Interest Payment Dates and the
Interest Payment Period.
6. Amortization provisions, if any.
7. Settlement date and Issue Date,
if different.
8. Specified currency.
B-18
<PAGE> 46
9. Denominated currency, Indexed
Currency, Base Exchange Rate, and the
Determination Date, if applicable.
10. Price.
11. Agent's commission, determined
as provided in the Distribution
Agreement.
12. Whether such Book-Entry Note is
an OID Note and, if so, the total amount
of OID, the yield to maturity and the
initial accrual period OID.
13. Any other terms necessary to
describe the Book-Entry Note.
B. The Company will advise the
relevant DTC Agent by telephone
(confirmed in writing at any time on the
same date), written telecommunication or
electronic transmission of the
information set forth in Settlement
Procedure "A" above. Each such
communication by the Company shall
constitute a representation and warranty
by the Company to the DTC Agent for such
Note, the Trustee for such Note and the
Agent that (i) such Note is then, and at
the time of issuance and sale thereof
will be, duly authorized for issuance
and sale by the Company and (ii) such
Note, and the Global Security
representing such Note, will conform
with the terms of the Indenture for such
Note. The DTC Agent will then assign a
CUSIP number to the Global Security
representing such Book-Entry Note and
notify the Agent and the Company by
telephone (confirmed in writing at any
time on the same date), written
telecommunication or electronic
transmission of such CUSIP number as
soon as practicable.
C. Such DTC Agent will enter a pending
deposit message through DTC's
Participant Terminal System providing
the following settlement information to
DTC Standard & Poor's Corporation,
Interactive Data Corporation, the Agent
B-19
<PAGE> 47
and, upon request, the Trustee for
such Notes:
1. The information set forth in
Settlement Procedure "A."
2. Identification as a Fixed Rate
Book-Entry Note or a Floating Rate
Book-Entry Note.
3. The Initial Interest Payment
Date for such Book-Entry Note, number of
days by which such date succeeds the
related Regular Record Date and amount
of interest payable on such Interest
Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global
Security representing such Book-Entry
Note.
6. The participant account numbers
maintained by DTC on behalf of the
Trustee and the Agent.
7. Whether such Global Security
will represent any other Book-Entry Note
(to the extent known at such time).
D. To the extent the Company has not
already done so, the Company will
deliver to the Trustee for such Notes a
Global Security in a form that has been
approved by the Company, the Agent and
the Trustee.
E. The Trustee will complete such
Book-Entry Note, stamp the appropriate
legend, as instructed by DTC, if not
already set forth thereon, and
authenticate the Global Security
representing such Book-Entry Note.
F. DTC will credit such Book-Entry
Note to such DTC Agent's participant
account at DTC.
G. Such DTC Agent will enter an SDFS
deliver order through DTC's Participant
B-20
<PAGE> 48
Terminal System instructing DTC to
(i) debit such Book-Entry Note to
such DTC Agent's participant
account and credit such Book-Entry
Note to the Agent's participant
account and (ii) debit the Agent's
settlement account and credit such
DTC Agent's settlement account for
an amount equal to the price of
such Book-Entry Note less the
Agent's commission. The entry of
such a deliver order shall
constitute a representation and
warranty by such DTC Agent to DTC
that (i) the Global Security
representing such Book-Entry Note
has been issued and authenticated
and (ii) such DTC Agent is holding
such Global Security pursuant to
the Medium Term Note Certificate
Agreement between such DTC Agent
and DTC.
H. Unless the Agent is purchasing such
Note as principal, the Agent will
enter an SDFS deliver order through
DTC's Participant Terminal System
instructing DTC (i) to debit such
Book-Entry Note to the Agent's
participant account and credit such
Book-Entry Note to the participant
accounts of the Participants with
respect to such Book-Entry Note and
(ii) to debit the settlement
accounts of such Participants and
credit the settlement account of
the Agent for an amount equal to
the price of such Book-Entry Note.
I. Transfers of funds in accordance
with SDFS deliver orders described
in Settlement Procedures "G" and
"H" will be settled in accordance
with SDFS operating procedures in
effect on the settlement date.
J. Such DTC Agent will, upon receipt
of funds from the Agent in
accordance with Settlement
Procedure "G," credit to an account
of the Company maintained at such
DTC Agent funds available for
immediate use in the
B-21
<PAGE> 49
amount transferred to such DTC
Agent in accordance with Settlement
Procedure "G."
K. Unless the Agent is purchasing such
Book-Entry Note as principal, the
Agent will confirm the purchase of
such Book-Entry Note to the
purchaser either by transmitting to
the Participants with respect to
such Book-Entry Note a confirmation
order or orders through DTC's
institutional delivery system or by
mailing a written confirmation to
such purchaser.
L. Monthly, each DTC Agent will send
to the Company a statement setting
forth the principal amount of
Registered Notes Outstanding as of
the date of such statement and
setting forth a brief description
of any sales of which the Company
has advised such DTC Agent but
which have not yet been settled.
Settlement Procedures For sales by the Company of Book-Entry
Timetable: Notes solicited by the Agent and
accepted by the Company (except pursuant
to a Terms Agreement) for settlement on
the first Business Day after the sale
date, Settlement Procedures "A" through
"K" set forth above shall be completed
as soon as possible but not later than
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
B-22
<PAGE> 50
If a sale is to be settled more than one
Business Day after the sale date,
Settlement Procedures "A," "B" and "C"
shall be completed as soon as
practicable but no later than 11:00
A.M., 12:00 Noon and 2:00 P.M.,
respectively on the first Business Day
after the sale date. If the Initial
Interest Rate for a Floating Rate
Book-Entry Note has not been determined
at the time that Settlement Procedure
"A" is completed, Settlement Procedures
"B" and "C" shall be completed as soon
as such rate has been determined but no
later than 12:00 Noon and 2:00 P.M.,
respectively, on the Business Day before
the settlement date. Settlement
Procedure "I" is subject to extension in
accordance with any extension of Fedwire
closing deadlines and in the other
events specified in SDFS operating
procedures in effect on the settlement
date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the DTC Agent
for such Book-Entry Notes after
receiving notice from the Company or the
Agent, will deliver to DTC, through
DTC's Participant Terminal System, a
cancellation message to such effect by
no later than 2:00 P.M. on the Business
Day immediately preceding the scheduled
settlement date.
Failure to Settle: If settlement of a Book-Entry Note is
rescheduled and the DTC Agent for such
Note has not entered an SDFS deliver
order with respect to a Book-Entry Note
pursuant to Settlement Procedure "G,"
after receiving notice from the Company
or the Agent, such DTC Agent shall
deliver to DTC, through DTC's
Participant Terminal System, as soon as
practicable, a withdrawal message
instructing DTC to debit such Book-Entry
Note to such DTC Agent's participant
account. DTC will process the withdrawal
message, provided that such DTC Agent's
participant account contains a principal
amount of the Global Security
representing such Book-Entry Note that
is at least equal to the principal
amount to be debited. If a withdrawal
message is processed with respect to
B-23
<PAGE> 51
all the Book-Entry Notes represented by
a Global Security, the Trustee for the
Notes represented by such Global
Security will mark such Global Security
"canceled," make appropriate entries in
such Trustee's records and destroy the
canceled Global Security in accordance
with the applicable Indenture and, if
requested, deliver a certificate of
destruction to the Company. The CUSIP
number assigned to such Global Security
shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not
immediately reassigned. If a withdrawal
message is processed with respect to one
or more, but not all, of the Book-Entry
Notes represented by a Global Security,
the DTC Agent for such Book-Entry Notes
will exchange such Global Security for
two Global Securities, one of which
shall represent such Book-Entry Notes
and shall be canceled immediately after
issuance and the other of which shall
represent the other Book-Entry Notes
previously represented by the
surrendered Global Security and shall
bear the CUSIP number of the Failure to
Settle: surrendered Global Security.
If the purchase price for any Book-Entry
Note is not timely paid to the
Participants with respect to such Note
by the beneficial purchaser thereof (or
a Person, including an indirect
participant in DTC, acting on behalf of
such purchaser), such Participants and,
in turn, the Presenting Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures "H" and "G,"
respectively. Thereafter, the DTC Agent
for such Book-Entry Note will deliver
the withdrawal message and take the
related actions described in the
preceding paragraph. If such failure
shall have occurred for any reason other
than a default by the Agent in the
performance of its obligations hereunder
and under the Distribution Agreement,
then the Company will reimburse the
Agent for the loss of the use of the
funds during the period when they were
credited to the account of the Company.
B-24
<PAGE> 52
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to one or more, but not all, of
the Book-Entry Notes to have been
represented by a Global Security, the
DTC Agent for such Book-Entry Note or
Notes will provide, in accordance with
Settlement Procedures "E" and "G," for
the authentication and issuance of a
Global Security representing the other
Book-Entry Notes, which have not failed
to settle, to have been represented by
such Global Security and will make
appropriate entries in its records.
Trustees Not to Risk Funds: Nothing herein shall be deemed to
require either Trustee to risk or expend
its own funds in connection with any
payment to the Company, DTC, the Agent
or the purchaser, it being understood by
all parties that payments made by either
Trustee to the Company, DTC, the Agent
or the purchaser shall be made only to
the extent that funds are provided to
such Trustee for such purpose.
Authenticity of The Company will cause each of the
Signatures: Trustees to furnish the Agent from time
to time with the specimen signatures of
each of such Trustee's officers,
employees or agents who has been
authorized by such Trustee to
authenticate Book-Entry Notes, but the
Agent will not have any obligation or
liability to the Company or the Trustee
in respect of the authenticity of the
signature of any officer, employee or
agent of the Company or the Trustee on
any Book-Entry Note.
Payment of The Agent shall forward to the Company,
Expenses: on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
B-25
<PAGE> 53
Advertising The Company will determine with the
Costs: Agent the amount of advertising that may
be appropriate in soliciting offers to
purchase the Book-Entry Notes.
Advertising expenses will be paid by the
Company.
B-26
<PAGE> 54
PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and
issued as of the date of its
authentication by the applicable
Trustee. Each Certificated Note will
bear an Original Issue Date, which will
be (i) with respect to an original
Certificated Note (or any portion
thereof), its original issuance date
(which will be the settlement date) and
(ii) with respect to any Certificated
Note (or portion thereof) issued
subsequently upon transfer or exchange
of a Certificated Note or in lieu of a
destroyed, lost or stolen Certificated
Note, the Original Issue Date of the
predecessor Certificated Note,
regardless of the date of authentication
of such subsequently issued Certificated
Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Maturities: Each Certificated Note will mature on a
date nine months or more after the issue
date for such Note. A Floating Rate
Certificated Note will mature only on an
Interest Payment Date for such Note.
Currency: The Specified Currency for a
Certificated Note shall be as set forth
therein and in the applicable Pricing
Supplement.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will be
a minimum of $1,000 or any amount in
excess thereof that is an integral
multiple of $1,000. The authorized
denominations of Certificated Notes
denominated in a Specified Currency
other than U.S. dollars shall be
determined as set forth in the
applicable Pricing Supplement.
Interest: General. Unless otherwise indicated in
the applicable Pricing Supplement,
interest, if any, on each Certificated
Note will accrue from the
B-27
<PAGE> 55
Original Issue Date (or such other date
on which interest otherwise begins to
accrue (if different from the Original
Issue Date)) of such Note for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period, on
such Note, and will be calculated and
paid in the manner and on the dates
described in such Note and in the
Prospectus, as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment Date
(provided that, in the case of
Certificated Notes which reset daily or
weekly, interest payments will include
accrued interest to and including the
next preceding Regular Record Date),
except that at Stated Maturity, the
interest payable will include interest
accrued to, but excluding, the stated
Maturity (other than a Maturity of a
Fixed Rate Certificated Note occurring
on the 31st day of a month, in which
case such payment of interest will
include interest accrued to but
excluding the 30th day of such month).
Regular Record Dates. The Regular Record
Dates with respect to any Interest
Payment Date for a Fixed Rate Note,
Floating Rate Note or Indexed Rate Note
shall be the date (whether or not a
Business Day) fifteen calendar days
immediately preceding such Interest
Payment Date.
Payments of The applicable Trustee will pay the
Interest: principal amount of each Certificated
Note at Maturity or upon redemption upon
presentation and surrender of such Note
to such Trustee. Such payment, together
with payment of interest due at Maturity
or upon redemption of such Note, will be
made in funds available for immediate
use by such Trustee and in turn by the
holder of such Note. Certificated Notes
presented to such Trustee at Maturity or
upon redemption for payment will be
canceled and destroyed by such Trustee,
and a certificate of destruction will be
delivered to the Company. All interest
payments on a Certificated Note (other
than interest due at Maturity or upon
redemption)
B-28
<PAGE> 56
will be made by check drawn on such
Trustee (or another person appointed by
such Trustee) and mailed by such Trustee
to the person entitled thereto as
provided in such Note and the applicable
Indenture; provided, however, that any
holder of $10,000,000 or more of Notes
having the same Interest Payment Dates
will, upon written request prior to the
Regular Record Date in respect of an
Interest Payment Date, be entitled to
receive payment by wire transfer of
immediately available funds. Following
each Regular Record Date, such Trustee
will furnish the Company with a list of
interest payments to be made on the
following Interest Payment Date for each
Certificated Note and in total for all
Certificated Notes. Interest at Maturity
or upon redemption will be payable to
the person to whom the payment of
principal is payable. Such Trustee will
provide monthly to the Company lists of
principal and interest, to the extent
ascertainable, to be paid on
Certificated Notes maturing or to be
redeemed in the next month.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment on
a Certificated Note will be determined
and withheld by such Trustee.
The Company will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by
applicable law.
If any Interest Payment Date for or the
Maturity of a Certificated Note is not a
Business Day, the payment due on such
day shall be made on the next succeeding
Business Day and no interest shall
accrue on account of such delayed
payment. In the case of a Floating Rate
Note that is a LIBOR note (as described
in the Prospectus), if postponement to
the next business day would cause the
interest payment date to be in the next
succeeding calendar month, the Interest
Payment Date will instead be the
immediately preceding Business Day.
B-29
<PAGE> 57
Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agent. If the Company decides to set
prices of, and rates borne by, any Notes
in respect of which the Agent is to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Certificated Notes
received by the Agent, other than those
rejected by it in whole or in part in
the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agent, the Company
has the sole right to accept orders to
purchase Certificated Notes and may
reject any such orders in whole or in
part. Before accepting any order to
purchase a Certificated Note to be
settled in less than three Business
Days, the Company shall verify that the
Trustee for such Certificated Note will
have adequate time to prepare and
authenticate such Note.
Preparation of Pricing If any order to purchase a Certificated
Supplement: Note is accepted by or on behalf of the
Company, the Company will prepare a
Pricing Supplement reflecting the terms
of such Certificated Note, will file one
copy thereof by electronic submission
with the Commission in accordance with
the applicable paragraph of Rule 424(b)
under the Act, will deliver such number
of copies thereof to the Agent as the
Agent shall request and will, on the
Agent's behalf, file three copies of the
Pricing Supplement with the NASD. The
Agent will cause a Prospectus and
Pricing Supplement to be delivered to
the purchaser of such Certificated Note.
Copies of the appropriate number of
Pricing Supplements shall be delivered
to the Agent at the following addresses
by 11:00 A.M., New
B-30
<PAGE> 58
York City time, on the Business Day
following the acceptance of an offer by
or on behalf of the Company: Salomon
Smith Barney Inc., 7 World Trade Center,
New York, New York 10048 (with a copy
transmitted by telecopy to (212)
783-2274, Attention: Medium Term Note
Department).
In each instance that a Pricing
Supplement is prepared, the Presenting
Agent will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements and the
Prospectuses to which they are attached
(other than those retained for files),
will be destroyed.
Suspension of Subject to the Company's
Solicitation; representations, warranties and
Amendment or covenants contained in the Distribution
Supplement: Agreement, the Company may instruct the
Agent to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agent will forthwith
suspend solicitation until such time as
the Company has advised it that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent and the
Trustees whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated
Note must accompany or precede the
earliest of any written offer of such
Certificated Note, confirmation of the
purchase of such Certificated Note and
pay-
B-31
<PAGE> 59
ment for such Certificated Note by its
purchaser. If notice of a change in the
terms of the Certificated Notes is
received by the Agent between the time
an order for a Certificated Note is
placed and the time written confirmation
thereof is sent by the Agent to a
customer or his agent, such confirmation
shall be accompanied by a Prospectus and
Pricing Supplement setting forth the
terms in effect when the order was
placed. The Agent will deliver a
Prospectus and Pricing Supplement as
herein described with respect to each
Certificated Note sold by it. The
Company will make such delivery if such
Certificated Note is sold directly by
the Company to a purchaser (other than
the Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by the Agent
and accepted by or on behalf of the
Company, the Agent will issue a
confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in exchange
for an authenticated Certificated Note
delivered to the Agent and the Agent's
delivery of such Certificated Note
against receipt of immediately available
funds shall, with respect to such
Certificated Note, constitute
"settlement." All orders accepted by the
Company will be settled on the fifth
Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below, unless the
Company and the purchaser agree to
settlement on another day which shall be
no earlier than the next Business Day
following the date of sale.
SettlementProcedures: Settlement Procedures with regard to
each Certificated Note sold by the
Company to or through the Agent, as
agent (except pursuant to a Terms
Agreement), shall be as follows:
A. The Agent will advise the Company
by telephone (or by facsimile
transmission or other acceptable
written means) that such Note is a
Certificated Note and of the
following settlement information,
in time for
B-32
<PAGE> 60
the Trustee for such Certificated
Note to prepare and authenticate
the required Note:
1. Name in which such Certificated
Note is to be registered ("Registered
Owner").
2. Address of the Registered Owner
and address for payment of principal and
interest.
3. Taxpayer identification number
of the Registered Owner (if available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate
Certificated Note, the Interest Rate and
reset provisions (if any) or, in the
case of a Floating Rate Certificated
Note, the Base Rate, Initial Interest
Rate (if known at such time), Interest
Reset Period, Interest Reset Dates,
Index Maturity, Spread and/or Spread
Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if
any) and reset provisions (if any).
8. Interest Payment Dates and the
Interest Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed
Currency, Base Exchange Rate and the
Determination Date, if applicable.
11. Redemption, repayment,
amortization or extension provisions, if
any.
12. Settlement Date.
13. Price (including currency).
14. Agent's commission, if any,
determined as provided in the
Distribution Agreement.
B-33
<PAGE> 61
15. Whether such Certificated Note
is an OID Note, and, if so, the total
amount of OID and the yield to maturity.
16. Any other terms necessary to
describe the Certificated Note.
B. The Company will advise the
relevant Trustee by telephone
(confirmed in writing at any time
on the sale date), written
telecommunication or electronic
transmission of the information set
forth in Settlement Procedure "A"
above and the name of the
Presenting Agent.
C. The Company will deliver to the
relevant Trustee a pre-printed
four-ply packet for such
Certificated Note, which packet
will contain the following
documents in forms that have been
approved by the Company, the Agent
and the Trustee:
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such
Certificated Note and will
authenticate such Certificated Note
and deliver it (with the
confirmation) and Stubs One and Two
to the Agent, and the Agent will
acknowledge receipt of the Note by
stamping or otherwise marking Stub
One and returning it to the
Trustee. Such delivery will be made
only against such acknowledgment of
receipt and evidence that
instructions have been given by the
Agent for payment to such account
as the Company shall have specified
in funds available for immediate
use, of an amount equal to the
price of such Certificated Note
less the Agent's commission. In the
event that the instructions given
by the Agent for pay-
B-34
<PAGE> 62
ment to the account of the Company
are revoked, the Company will as
promptly as possible wire transfer
to the account of the Agent an
amount of immediately available
funds equal to the amount of such
payment made.
E. Unless the Agent purchased the Note
as principal, the Agent will
deliver such Certificated Note
(with the confirmation) to the
customer against payment in
immediately payable funds. The
Agent will obtain the
acknowledgment of receipt of such
Certificated Note by retaining Stub
Two.
F. The Trustee will send Stub Three to
the Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by the Agent, as agent, and
Timetable: accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day before
settlement
B On the day two Business Days
before settlement date.
C 2:15 P.M. two Business Days
before settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Reset. Not less
of Optional Reset than 45 or more than 60 days before an
or Extension of Optional Reset Date as set forth in a
Maturity: Certificated Note, the Company will
notify the Trustee for such Certificated
Note whether it is exercising its option
to reset the interest rate or Spread or
B-35
<PAGE> 63
Spread Multiplier, as the case may be,
for such Certificated Note, and if so,
(i) the new interest rate or Spread or
Spread Multiplier, as the case may be,
for such Certificated Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Certificated Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Certificated Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Certificated Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Certificated Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee for such Certificated Note
not less than 45 or more than 60 days
before the Stated Maturity of such
Certificated Note, and will further
indicate (i) the new Stated Maturity;
(ii) the interest rate or Spread or
Spread Multiplier, as the case may be,
applicable to the extension period; and
(iii) the provisions, if any, for
redemption of such Certificated Note
during such extension period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such extension period.
Trustee Notice to Holders regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee for the Certificated Note will
mail a notice, first class, postage
prepaid, to the Holder of the
Certificated Note not less than 40 days
before the Optional Reset Date (in which
case a "Reset Notice") or the Stated
Maturity (in which case an "Extension
Notice"), as the case may be, which
Reset Notice or Extension Notice shall
contain the information required by the
terms of the Certificated Note.
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset
B-36
<PAGE> 64
Notice or an Extension Notice, any
Holder of a Certificated Note exercises
the option for repayment by tendering
the Certificated Note to be repaid as
set forth in the Certificated Note, the
Trustee for such Certificated Note shall
give notice to the Company not less than
22 days before the Optional Reset Date,
or the old Stated Maturity, as the case
may be, of the principal amount of
Certificated Notes to be repaid on such
Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier and establish a higher
interest rate or Spread or Spread
Multiplier for an Optional Reset Period
or extension period, as the case may be,
it shall, not less than 20 days before
such Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Certificated Note. The Trustee
will immediately thereafter notify the
Holder of such Certificated Note, by
first class mail, postage prepaid, of
the new higher interest rate or Spread
or Spread Multiplier applicable to such
Certificated Note.
Trustee Notice to Company regarding
Holder Revocation of Option to be
Repaid. If, after the Holder of a
Certificated Note has tendered such Note
for repayment pursuant to an Extension
Notice or a Reset Notice, such Holder
revokes such tender for repayment, the
Trustee for such Certificated Note shall
give notice to the Company not less than
five days prior to the Stated Maturity
or Optional Reset Date, as the case may
be, of such revocation and of the
principal amount of Certificated Notes
for which tender for repayment has been
revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before any Optional Reset Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset
B-37
<PAGE> 65
Date, as the case may be, for all the
Certificated Notes or portions thereof
for which such Trustee serves as Trustee
and which are to be repaid on such old
Stated Maturity or Optional Reset Date,
as the case may be. Such Trustee will
use such money to repay such
Certificated Notes pursuant to the terms
set forth in such Notes.
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Redemption. At
of Optional least 45 days prior to the date on which
Redemption: it intends to redeem a Certificated
Note, the Company will notify the
Trustee for such Certificated Note that
it is exercising such option with
respect to such Note on such date.
Trustee Notice to Holders regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Certificated Note, the Trustee
for such Certificated Note will, at
least 30 days before the Redemption Date
for such Certificated Note, mail a
notice, first class, postage prepaid, to
the Holder of such Certificated Note,
informing such Holder of the Company's
exercise of such option with respect to
such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to
Interest Upon Exercise of be Repaid. Upon receipt of notice of
Optional Repayment (Except exercise of the option for repayment and
Pursuant to Company's the Certificated Notes to be repaid as
Exercise of Optional Reset or set forth in such Notes, the Trustee for
Optional Extension): such Certificated Notes shall (unless
such notice was received pursuant to the
Company's exercise of an optional reset
or an optional extension of maturity, in
each of which cases the relevant
procedures set forth above shall be
followed) give notice to the Company not
less than 20 days prior to each Optional
Repayment Date of such Optional
Repayment Date and of the principal
amount of Certificated Notes to be
repaid on such Optional Repayment Date.
Failure to Settle: If a purchaser fails to accept delivery
of and make payment for any Certificated
Note, the Agent will notify the Company
and the applica-
B-38
<PAGE> 66
ble Trustee by telephone and return such
Note to the applicable Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account
of the Agent an amount equal to the
amount previously credited thereto in
respect of such Note. Such wire transfer
will be made on the Settlement Date, if
possible, and in any event not later
than the Business Day following the
settlement date. If the failure shall
have occurred for any reason other than
a default by the Agent in the
performance of its obligations hereunder
and under the Distribution Agreement
with the Company, then the Company will
reimburse the Agent or the applicable
Trustee, as appropriate, on an equitable
basis for its loss of the use of the
funds during the period when they were
credited to the account of the Company.
Immediately upon receipt of the
Certificated Note in respect of which
such failure occurred, the applicable
Trustee will mark such Note "canceled,"
make appropriate entries in the
applicable Trustee's records and send
such Note to the Company.
Trustees Not to Risk Nothing herein shall be deemed to
Funds: require either Trustee to risk or expend
its own funds in connection with any
payment to the Company, the Agent or the
purchaser, it being understood by all
parties that payments made by either
Trustee to the Company, the Agent or the
purchaser shall be made only to the
extent that funds are provided to such
Trustee for such purpose.
Authenticity of The Company will cause each Trustee to
Signatures: furnish the Agent from time to time with
the specimen signatures of each of such
Trustee's officers, employees or agents
who has been authorized by such Trustee
to authenticate Certificated Notes, but
the Agent will not have any obligation
or liability to the Company or a Trustee
in respect of the authenticity of the
signature of any officer, employee or
agent of the Company or a Trustee on any
Certificated Note.
Payment of Expenses: The Agent shall forward to the Company,
on a
B-39
<PAGE> 67
monthly basis, a statement of the
out-of-pocket expenses incurred by the
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agent the amount of advertising that may
be appropriate in soliciting orders to
purchase the Certificated Notes.
Advertising expenses will be paid by the
Company.
B-40
<PAGE> 68
Exhibit C
Opinion of the General Counsel of the Company
C-2
<PAGE> 69
Exhibit D
Opinion of Counsel for the Agent
D-1
<PAGE> 70
Exhibit E
Letter from Accountants
E-1
<PAGE> 71
Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
----------
ADDITIONAL AGENTS AGREEMENT
----------
New York, New York
Dated as of
The Agent(s) Named in Schedule I Hereto
Ladies and Gentlemen:
Reference is made to the Distribution Agreement (including the exhibits
thereto), dated as of _____, 2000 (the "Distribution Agreement") between
Citigroup Inc., a Delaware corporation ("Citigroup"), and Salomon Smith Barney
Inc., as Agent, relating to the issue and sale from time to time of Citigroup's
Medium-Term Senior Notes, Series C, Due Nine Months or More from the Date of
Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated Notes,
Series C, Due Nine Months or More from the Date of Issue (the "Subordinated
Notes" and, together with the Senior Notes, the "Notes"). The Distribution
Agreement has been attached hereto as Annex A.
WHEREAS, Citigroup is permitted under the terms of the Distribution
Agreement to enter into agreements similar to the Distribution Agreement with
other parties; and
F-1
<PAGE> 72
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the
Distribution Agreement as incorporated by reference herein or unless otherwise
mutually agreed by the parties hereto in writing, this Agreement shall terminate
on ___________ __, ____. No such termination shall affect any accrued
obligations under this Agreement. The respective indemnities, agreements,
representations, warranties and other statements of the Agent(s) and Citigroup
and its officers set forth in, or made pursuant to, this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of the Agent(s) or Citigroup or any of
the officers, directors or controlling persons referred to in Section 5 of the
Distribution Agreement as incorporated by reference herein, and will survive
delivery of any payment for any Notes sold by Citigroup. The provisions of
Sections 3(g) and 5 of the Distribution Agreement as incorporated by reference
herein shall survive the termination of this Agreement.
F-2
<PAGE> 73
This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours,
CITIGROUP INC.
By:
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
[ ]
By:
Name:
Title:
[ ]
By:
Name:
Title:
F-3
<PAGE> 74
Schedule I
Agent(s)
F-4
<PAGE> 75
Annex A
Form of Distribution Agreement
F-5
<PAGE> 1
Exhibit 4.17
REGISTERED PRINCIPAL AMOUNT
NO. FX OR FACE AMOUNT:
--- $
------------------
CUSIP:
-------------
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FIXED RATE)
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Interest Rate Reset: The Interest Rate may not be changed prior to
Stated Maturity.
The Interest Rate may be changed prior to Stated
Maturity (see attached).
Optional Reset Dates (if applicable):
<PAGE> 2
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of
Stated Maturity: Yes No
Final Maturity:
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
<PAGE> 3
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received hereby promises to pay CEDE & CO. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face Amount
adjusted by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures (an "Index") as
described on the face hereof or in the pricing supplement attached hereto or
delivered herewith, in the Specified Currency on the Stated Maturity shown
above, or earlier if and to the extent so provided herein, and (b) accrued
interest on the Principal Amount then outstanding (or in the case of an Indexed
Principal Note, the Face Amount, then outstanding) at the Interest Rate shown
above from the Original Issue Date shown above or from the most recent date to
which interest has been paid or duly provided for, semiannually in arrears on
the Interest Payment Dates specified on the face of this Note or in the pricing
supplement attached hereto or delivered herewith and at Maturity, until, in
either case, the Principal Amount then outstanding or the Face Amount is paid or
duly provided for in accordance with the terms hereof. Interest on this Note, if
any, will be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which (other than interest payable at Maturity)
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date, and, in the case of interest
payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. If an Interest Payment Date with respect
to any Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, however, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a Business Day for such Note need not be made on
such
<PAGE> 4
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such date, and no additional interest shall accrue as a
result of such delayed payment. However, if with respect to any Note for which
"Accrue to Pay" is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, and any Interest Payment Date with
respect to such Fixed Rate Note would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next succeeding
Business Day. Each payment of interest in respect of an Interest Payment Date
shall include interest accrued through the day before such Interest Payment
Date.
For purposes of this Note, "Business Day" means: (i) with respect to
any Note, any day that is not a Saturday or Sunday and that, in The City of New
York, is not a day on which banking institutions generally are authorized or
obligated by law or executive order to close; (ii) with respect to Notes having
a specified currency other than U.S. dollars only, other than Notes denominated
in Euros, any day that, in the principal financial center (as defined below) of
the country of the specified currency, is not a day on which banking
institutions generally are authorized or obligated by law to close; and (iii)
with respect to Notes denominated in Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer ("TARGET") System is open.
As used above, a "principal financial center" means the capital city of
the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Italian lire and Swiss francs, the principal financial center shall be The City
of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan and Zurich,
respectively.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
index (as described above).
The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later
<PAGE> 5
than fifteen calendar days prior to the applicable payment date. If the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency, and any
such outstanding election shall be automatically suspended, and payments shall
be in U.S. dollars, until the Company determines that the Specified Currency is
again available for making such payments.
Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide appropriate wire transfer instructions to the Trustee and
all such payments will be made by wire transfer of immediately available funds
to an account maintained by the payee with a bank located outside the United
States. The principal hereof and any premium and interest hereon payable at
Maturity will be paid in immediately available funds upon surrender of this Note
at the corporate trust office or agency of the Trustee located in the City and
State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
CITIGROUP INC.
By
Authorized Officer
[Seal]
Attest
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By
Authorized Signatory
<PAGE> 7
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FIXED RATE)
General
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of March 15, 1987, as amended (the "Indenture"),
between the Company and The Bank of New York, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture), to which indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in currencies other than U.S. dollars will be
determined by the Company or its agent, as exchange rate agent for the Notes
(the "Exchange Rate Agent") on the basis of the noon buying rate in New York
City for cable transfers in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
currencies on the applicable issue dates.
The Notes are in registered form without coupons. Unless otherwise
specified above, the authorized denominations of Notes denominated in U.S.
dollars will be U.S.$1,000 and any larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or, if
so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
Fixed Rate Notes
This Note will bear interest from its Original Issue Date, or from the
last Interest Payment Date to which interest has been paid or duly provided for,
at the rate per annum on the face hereof or in the pricing supplement attached
hereto or delivered herewith until the principal amount hereof is paid or made
available for payment, except as otherwise described below under "Subsequent
Interest Periods" and "Extension of Maturity," and except that if so specified
in the attached pricing
<PAGE> 8
supplement, the rate of interest payable on certain Fixed Rate Notes may be
subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will be
payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; provided, however, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and any Interest Payment Date with respect to such Fixed
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360").
Subsequent Interest Periods
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Interest Rate on this Note may be
reset by the Company on the date or dates specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith (each an "Optional
Reset Date"). Not later than 40 days prior to each Optional Reset Date, the
Trustee will mail to the Holder of this Note a notice (the "Reset Notice"),
first class, postage prepaid, indicating whether the Company has elected to
reset the Interest Rate, and if so, (i) such new Interest Rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date, or, if there is no such next Optional
Reset Date, to the Stated Maturity of this Note (each such period, a "Subsequent
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period. Upon the transmittal by the Trustee of a Reset
Notice to the holder of a Note, such new interest rate shall take effect
automatically. Except as modified by the Reset Notice and as described below,
such Note will have the same terms as prior to the transmittal of such Reset
Notice. Notwithstanding the
<PAGE> 9
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Interest Rate provided for in the Reset Notice
and establish a higher Interest Rate for the Subsequent Interest Period by
causing the Trustee to mail notice of such higher Interest Rate to the Holder of
this Note. Such notice shall be irrevocable. All Notes with respect to which the
Interest Rate is reset on an Optional Reset Date will bear such higher Interest
Rate whether or not tendered for repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Notes
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof or in the pricing
supplement attached hereto or delivered herewith as the Face Amount of this Note
and by reference to the Index as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agent or another affiliate of the Company
may be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of such Indexed Principal Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.
Specified Currency
<PAGE> 10
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
Except as set forth below, if any payment in respect hereof is required
to be made in a Specified Currency other than U.S. dollars and such currency is
(i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again available or so used. The amount so payable on any
date in such foreign currency shall be converted into U.S. dollars on the basis
of the most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Any payment made under such circumstances in U.S.
dollars will not constitute an Event of Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the
<PAGE> 11
amount of such obligations immediately before such redenomination. This Note
does not provide for any adjustment to any amount payable under this Note as a
result of (i) any change in the value of the Specified Currency hereof relative
to any other currency due solely to fluctuations in exchange rates or (ii) any
redenomination of any component currency of any composite currency (unless such
composite currency is itself officially redenominated). If this Note is
denominated in a currency of a country participating in the European Monetary
Union, the procedures described in this paragraph shall not apply, and the
obligations of the Company with respect to payments on this Note shall instead
be determined as set forth in the following paragraph.
Certain of the foreign currencies in which debt securities may be
denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain.
Stage III includes the introduction of the "Euro," which, along with
the present national currency of each participating member state, is legal
tender in the participating member states. Pursuant to European Council
Regulation No. 2866/98 of December 31, 1998, one Euro equals: (i) 13.7603
Austrian schillings; (ii) 40.3399 Belgian francs; (iii) 5.94573 Finnish marks;
(iv) 6.55957 French francs; (v) 1.95583 German marks; (vi) 0.787564 Irish
pounds; (vii) 1,936.27 Italian lire; (viii) 40.3399 Luxembourg francs; (ix)
2.20371 Dutch guilders; (x) 200.482 Portugese escudos; or (xi) 166.386 Spanish
pesetas.
Dual Currency Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the
<PAGE> 12
pricing supplement attached hereto or delivered herewith.
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such
<PAGE> 13
Renewal Date. Such election will be irrevocable and will be binding upon each
subsequent Holder of this Note. An election to renew the term of this Note may
be exercised with respect to less than the entire principal amount of this Note
only if so specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith and then only in such principal amount, or any
integral multiple in excess of such amount, as is specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith.
Notwithstanding the foregoing, the term of this Note may not be extended beyond
the Stated Maturity specified for this Note on the face hereof or in the pricing
supplement attached hereto or delivered herewith.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, the Trustee, or any duly appointed paying agent, shall
issue in exchange for such Note in the name of such holder, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Note for which the election to renew was made, with terms otherwise
identical to the exchanged Note.
Extension of Maturity
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Maturity of this Note may be extended
at the option of the Company for one or more periods of whole years specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith (each an "Extension Period") from one to five, up to but not beyond,
the date (the "Final Maturity") set forth on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The Company may exercise such
option by notifying the Trustee for this Note at least 45 but not more than 60
days prior to the old Stated Maturity of this Note. If the Company exercises
such option, the Trustee will mail to the Holder of this Note not later than 40
days prior to the old Stated Maturity a notice (the "Extension Notice") first
class, postage prepaid indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period including the date or dates on which, or
the period or periods during which, and
<PAGE> 14
the price or prices at which such redemption may occur during the extension
period. Upon the Trustee's mailing of the Extension Notice, the Stated Maturity
of this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the old
Stated Maturity at a price equal to the principal amount hereof, plus interest
accrued to such date. In order to obtain repayment on such old Stated Maturity
once the Company has extended the Stated Maturity hereof, the Holder must follow
the procedures set forth below for optional repayment, except that the period
for delivery of this Note or notification to the Trustee shall be at least 25
but not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. Unless otherwise stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Trustee shall mail to the Holder a
notice of such redemption first class, postage prepaid at least 30 days prior to
the date of redemption. Unless otherwise stated herein, the Company may exercise
such option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date. In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof.
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof or in the
<PAGE> 15
pricing supplement attached hereto or delivered herewith at the Optional
Repayment Prices shown on the face hereof or in the pricing supplement attached
hereto or delivered herewith, together with interest accrued to the date of
repayment. In order for this Note to be repaid, the Trustee must receive at
least 30 but not more than 45 days prior to an Optional Repayment Date (i) this
Note with the form below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of the
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised hereby and a guarantee that this Note with the form below entitled
"Option to Elect Repayment" duly completed will be received by the Trustee not
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the guarantee procedure described in clause (ii) of
the preceding sentence is followed, this Note with form duly completed must be
received by the Trustee by such fifth Business Day. Any tender of this Note for
repayment (except pursuant to a Reset Notice or an Extension Notice) shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided, that the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Note shall be
canceled and a new Note or Notes for the remaining principal amount hereof shall
be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an OID
Note (other than an Indexed Principal Note), the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof (other than pursuant
to an optional redemption by the Company at a stated Redemption Price), shall be
the Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing
<PAGE> 16
supplement attached hereto or delivered herewith (computed in each case in
accordance with generally accepted United States bond yield computation
principles), provided, however, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note or in the pricing supplement attached hereto or delivered
herewith shall be computed on the basis of the first occurring Optional
Redemption Date with respect to such Note and the amount payable on such
Optional Redemption Date. In the event that such Note is not redeemed on such
first occurring Optional Redemption Date, the Bond Yield to Call with respect to
such Note shall be recomputed on such Optional Redemption Date on the basis of
the next occurring Optional Redemption Date and the amount payable on such
Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.
The Company may at any time purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Company may, at the discretion of
the Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.
Other Terms
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Person
surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
<PAGE> 17
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed, stolen
or lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in
<PAGE> 18
accordance with, the laws of said State without regard to the conflicts of law
rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE> 19
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT ____________ Custodian __________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT ENT -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants in __________________________________
common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list
------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $____ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Corporate Trust
Administration, New York, New York 10286.
Dated: Note: signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
Please Print or Type Name and Address Including Zip Code of Assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
to transfer such Note on the books of Citigroup Inc., with full power
of substitution in the premises.
Dated:
Signature
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the Note in every
particular, without alteration of enlargement or any change
whatsoever
<PAGE> 20
REGISTERED PRINCIPAL AMOUNT
NO. FL OR FACE AMOUNT:
--- $
------------------
CUSIP:
-------------
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FLOATING OR INDEXED RATE)
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: CD Rate Commercial Federal Funds Rate
Paper Rate
LIBOR Telerate LIBOR Reuters Treasury Rate
Treasury Rate Prime Rate J.J. Kenny Rate
Constant Maturity
Eleventh District Cost of Funds Rate Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: Yes No
<PAGE> 21
Indexed Principal Note: Yes (see attached) No
Floating Rate: Indexed Interest (see attached)
Rate:
Spread Multiplier: Spread (+/-):
Spread Reset: The Spread or Spread Multiplier may not be
changed prior to Stated
Maturity.
The Spread or Spread Multiplier may be changed
prior to Stated Maturity (see attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: Yes (see attached) No
Initial Fixed Interest Rate: Reset Fixed Reference Rate:
Floating Rate / Fixed Rate Note: Yes (see attached) No
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: Yes No
Final Maturity:
<PAGE> 22
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
<PAGE> 23
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company") for value
received hereby promises to pay CEDE & CO. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face Amount
adjusted by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures (an "Index") as
described above or in the pricing supplement attached hereto or delivered
herewith, in the Specified Currency on the Stated Maturity shown above, or
earlier if and to the extent so provided herein, and (b) accrued interest on the
Principal Amount then outstanding (or, in the case of an Indexed Principal Note,
the Face Amount then outstanding): (i) if this is a Floating Rate Note, at the
Initial Interest Rate shown above from the Original Issue Date shown above until
the first Interest Reset Date shown above following the Original Issue Date and
thereafter at the Base Rate shown above, adjusted by the Spread or Spread
Multiplier, if any, shown above, determined in accordance with the provisions
hereof, (ii) if this is an Indexed Rate Note, at a rate determined by reference
to an Index as described herein, (iii) if this is an Inverse Floating Rate Note,
at the Initial Interest Rate shown above from the Original Issue Date shown
above until the first Interest Reset Date shown above following the Original
Issue Date and thereafter at the Inverse Floating Rate, as determined in
accordance with the provisions hereof, or (iv) if this is a Floating Rate/Fixed
Rate Note, at a rate determined as described herein, until, in each case, the
Principal Amount or the Face Amount is paid or duly provided for in accordance
with the terms hereof. The interest so payable, and punctually paid or duly
provided for, on each Interest Payment Date specified herein will, as provided
in the Indenture referred to on the reverse hereof, be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which, in
the case of any Interest Payment Date shall be the date (whether or not a
Business Day), fifteen calendar days immediately preceding such Interest Payment
Date and, in the case of interest payable at Stated Maturity shall be the Stated
Maturity of this Note. Notwithstanding the foregoing, if this Note is issued
between a Regular Record Date and the related Interest Payment Date, the
interest so payable for the period from the Original Issue Date to such Interest
Payment Date shall be paid on the next succeeding Interest Payment Date to the
Registered Holder hereof on the related Regular Record Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Registered Holder hereof on such Regular Record Date and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (referred to on the reverse
hereof), notice whereof shall be given to Holders of Notes not less than ten
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
For purposes of this Note, "Business Day" means: (i) with respect to
any Note, any day that is not a Saturday or Sunday and that, in The City of New
York, is not a day on which banking institutions generally are authorized or
obligated by law or executive order to close; (ii) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S. dollars are
<PAGE> 24
transacted in the London interbank market (a "London Business Day"); (iii) with
respect to Notes having a specified currency other than U.S. dollars only, other
than Notes denominated in Euros, any day that, in the principal financial center
(as defined below) of the country of the specified currency, is not a day on
which banking institutions generally are authorized or obligated by law to
close; and (iv) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open.
As used above, a "principal financial center" means the capital city of
the country issuing the specified currency. However, with respect to U.S.
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Italian lire and Swiss francs, the principal financial center shall be The City
of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan and Zurich,
respectively.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
index (as described above).
The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$___________ (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made by wire transfer of immediately available funds, but only
if appropriate wire transfer instructions have been received in writing by the
Trustee not less than fifteen calendar days prior to the applicable
<PAGE> 25
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
<PAGE> 26
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated: CITIGROUP INC.
By
Authorized Officer
[Seal]
Attest
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By
Authorized Signatory
<PAGE> 27
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FLOATING OR INDEXED RATE)
General
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of March 15, 1987, as amended (the "Indenture"),
between the Company and The Bank of New York, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture), to which indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in currencies other than U.S. dollars will be
determined by the Company or its agent, as exchange rate agent for the Notes
(the "Exchange Rate Agent") on the basis of the noon buying rate in New York
City for cable transfers in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
currencies on the applicable issue dates.
The Notes are in registered form without coupons. Unless otherwise
specified above, the authorized denominations of Notes denominated in U.S.
dollars will be U.S.$1,000 and any larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially as either a Book-Entry Note or, if
so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
Floating Rate Notes
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, if this Note is a Floating
Rate Note, this Note will bear interest from its Original Issue Date to, but not
including, the first Interest Reset Date (as defined below) at the Initial
Interest Rate set forth on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Thereafter, the interest rate hereon for each
Interest Reset Period will be determined by reference to the Base Rate specified
on the face hereof or in the pricing
<PAGE> 28
supplement attached hereto or delivered herewith, plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith. The
Base Rates that may be specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith are the CD Rate, the Commercial Paper
Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Treasury Rate,
Treasury Rate Constant Maturity, the Prime Rate, the J.J. Kenny Rate, the
Eleventh District Cost of Funds Rate or any other Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith.
"H.15(519)" means the publication entitled "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication, published by
the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or
any successor site or publication.
"Calculation Date," where applicable, means the date by which the
Calculation Agent is to calculate the interest rate for Floating Rate Notes
which shall be the earlier of (1) the tenth calendar day after the related Rate
Determination Date, or if any such day is not a business day, the next
succeeding business day or (2) the business day preceding the applicable
Interest Payment Date or the Stated Maturity, as the case may be.
As specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, this Note may also have either or both of the
following (in each case expressed as a rate per annum on a simple interest
basis): (i) a maximum limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and/or (ii) a
minimum limitation, or floor, on the rate at which interest may accrue during
any interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be specified on the face hereof, the interest rate will
in no event be higher than the maximum rate permitted by applicable law, as the
same may be modified by United States law of general application.
The Company will appoint, and enter into an agreement with, agents
(each, a "Calculation Agent") to calculate interest rates on this Note. All
determinations of interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
hereof. Unless otherwise specified on the face hereof, The Bank of New York
shall be the Calculation Agent for this Note. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, and the first day of each Interest Reset Period
being an "Interest Reset Date"). Unless otherwise specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith, the Interest
Reset
<PAGE> 29
Dates will be as follows: (i) if this Note resets daily, each Business Day; (ii)
if this Note (unless this Note is a Treasury Rate Note) resets weekly, Wednesday
of each week; (iii) if this Note is a Treasury Rate Note that resets weekly,
Tuesday of each week (except as provided below under "Determination of Treasury
Rate"); (iv) if this Note resets monthly, the third Wednesday of each month
(with the exception of monthly reset Eleventh District Cost of Funds Rate Notes,
which reset on the first calendar day of each month); (v) if this Note resets
quarterly, the third Wednesday of March, June, September and December of each
year; (vi) if this Note resets semiannually, the third Wednesday of the two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; (vii) and if this Note resets annually,
the third Wednesday of the month of each year specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. If an Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding Business Day, except that,
if the Base Rate specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith is LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall instead be the
immediately preceding Business Day. If an auction of direct obligations of
United States Treasury Bills falls on a day that is an Interest Reset Date for
Treasury Rate Notes, the Interest Reset Date shall be the succeeding Business
Day.
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the interest payable hereon on
each Interest Payment Date shall be the interest accrued from and including the
Original Issue Date or the last date to which interest has been paid, as the
case may be, to but excluding such Interest Payment Date, provided, however,
that if the interest rate is reset daily or weekly, the interest payable hereon
shall be the interest accrued from and including the Original Issue Date or the
last date to which interest has been accrued and paid, as the case may be, to
but excluding the Record Date immediately preceding such Interest Payment Date,
except that, at Maturity, the interest payable will include interest accrued to,
but excluding, the date of Maturity.
If more than one Interest Reset Date occurs during any period for which
accrued interest is being calculated, accrued interest shall be calculated by
multiplying the principal amount hereof (or if this Note is an Indexed Principal
Note, the Face Amount specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith) by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor (expressed as a decimal calculated to seven
decimal places without rounding) for each such day will be computed, unless
otherwise specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, by dividing the interest rate in effect on such
day by 360 if the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Prime
Rate, the J.J. Kenny Rate, or the Eleventh District Cost of Funds Rate, or by
the actual number of days in the year, if the Base Rate specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith is the
Treasury Rate or Treasury Rate Constant Maturity. For purposes of making the
foregoing
<PAGE> 30
calculations, the interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. In all other cases, accrued interest
shall be calculated by multiplying the principal amount hereof (or if this Note
is an Indexed Principal Note, the Face Amount specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith) by the interest
rate in effect during the period for which accrued interest is being calculated,
and multiplying that product by the quotient obtained by dividing the number of
days in the period for which accrued interest is being calculated by 360 if the
Base Rate specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith is the CD Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Prime Rate, the J.J.
Kenny Rate, or the Eleventh District Cost of Funds Rate, or by the actual number
of days in the year, if the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Treasury Rate or
Treasury Rate Constant Maturity.
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, all percentages resulting from
any calculation of the rate of interest hereof will be rounded, if necessary, to
the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, interest will be payable as
follows: (i) if this Note resets daily, weekly or monthly (other than Eleventh
District Cost of Funds Rate Notes), interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith or, (ii) in the case of
Eleventh District Cost of Funds Rate Notes, interest will be payable on the
first calendar day of each March, June, September and December; (iii) if this
Note resets quarterly, interest will be payable on the third Wednesday of March,
June, September and December of each year; (iv) if this Note resets
semiannually, interest will be payable on the third Wednesday of each of two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; and (v) if this Note resets annually,
interest will be payable on the third Wednesday of the month of each year
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and in each case at Maturity (each such day being an
"Interest Payment Date"). If an Interest Payment Date would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Payment Date shall instead be the immediately preceding Business Day,
provided, however, if with respect to any Note for which "Accrue to Pay" is not
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, if an Interest Payment Date with respect to such Note would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
not be postponed; provided, further, that any payment required to be made in
respect of a Note that does not Accrue to Pay on a date (including the day of
Stated Maturity) that
<PAGE> 31
is not a Business Day for such Note need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such date, and no additional interest shall accrue as a result of such
delayed payment.
Upon the request of the holder of this Floating Rate Note, the
Calculation Agent for the Note will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to the Note.
Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest shall be the rate determined in
accordance with the provisions of the applicable heading below.
Determination of CD Rate
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the CD Rate, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to the CD Rate and the Spread or Spread Multiplier, if any,
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. The "CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "CD Rate Determination Date") for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith as published
in H.15(519) under the heading "CDs (Secondary Market)."
The following procedures will be followed if the CD Rate cannot be
determined as described above. If the above rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to the CD Rate
Determination Date, then the "CD Rate" for such Interest Reset Period will be
the rate on the CD Rate Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as published in the H.15 Daily
Update. If by 3:00 p.m., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or in the H.15 Daily Update, then the
"CD Rate" for such Interest Reset Period will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 a.m., New York City time, on the CD Rate Determination Date of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity on the face hereof or in the pricing
supplement attached hereto or delivered herewith in a denomination of
$5,000,000, provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
<PAGE> 32
CD Rate Notes, like other Notes, are not deposit obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation.
Determination of Commercial Paper Rate
If the Base Rate shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith is the Commercial Paper Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. The "Commercial Paper Rate" for each
Interest Reset Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "Commercial Paper Rate Determination Date") and shall be the Money
Market Yield (as defined below) on such Commercial Paper Rate Determination Date
of the rate for commercial paper having the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, as
such rate shall be published in H.15(519) under the heading "Commercial Paper --
Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on the
Commercial Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published in the H.15 Daily Update under the heading
"Commercial Paper -- Nonfinancial. If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset
Period shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on the Commercial Paper Rate
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith placed for an industrial issuer whose bonds are
rated "AA" or the equivalent by a nationally recognized rating agency, provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" for such Interest Reset Period will be the same as the Commercial Paper
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Commercial Paper Rate will be the Initial
Interest Rate).
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
D x 360
Money Market Yield = ------------------ X 100
360 - (D x M)
<PAGE> 33
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Federal Funds Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Federal Funds Rate and Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. The "Federal Funds Rate" for each
Interest Reset Period shall be the effective rate on the second business day
prior to the Interest Reset Date for such Interest Reset Period (a "Federal
Funds Rate Determination Date") for Federal Funds as published in H.15(519)
under the heading "Federal Funds (Effective)."
The following procedures will be followed if the Federal Funds Rate
cannot be determined as described above. In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Federal Funds Rate Determination Date, the "Federal Funds
Rate" for such Interest Reset Period shall be the rate on the Federal Funds Rate
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Federal Funds Rate" for such Interest Reset Period
shall be the rate on the Federal Funds Rate Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective),"
provided, however, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 3:00 p.m., New York City time, on such
Calculation Date, the "Federal Funds Rate" for such Interest Reset Period will
be the same as the Federal Funds Rate in effect for the immediately preceding
Interest Reset Period (or, if there is no such Interest Reset Period, the
Federal Funds Rate will be the Initial Interest Rate). If this Note resets
daily, the interest rate on this Note for the period from and including a Monday
to but excluding the succeeding Monday will be reset by the Calculation Agent on
such second Monday (or, if not a Business Day, on the next succeeding Business
Day) to a rate equal to the average of the Federal Funds Rates in effect with
respect to each such day in such week.
Determination of LIBOR
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is LIBOR Telerate or LIBOR
Reuters, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. "LIBOR" for each Interest Reset Period
will be determined by the Calculation Agent as follows.
<PAGE> 34
On the second London Banking Day prior to the Interest Reset Date for
such Interest Reset Period (a "LIBOR Determination Date"), the Calculation Agent
for such LIBOR Note will determine the offered rates for deposits in the
Specified Currency for the period of the Index Maturity specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, which appear on the Designated LIBOR
Page at approximately 11:00 a.m., London time, on such LIBOR Determination Date.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is designated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, the display designated as page "3750" on the Bridge Telerate Service
(or such other page as may replace page "3750" on such service or such other
service as may be nominated by the British Bankers' Association for the purpose
of displaying the London interbank offered rates of major banks), and LIBOR for
such Interest Reset Period will be the relevant offered rate as determined by
the Calculation Agent or (b) if "LIBOR Reuters" is designated on the face hereof
or in the pricing supplement attached hereto or delivered herewith, "Designated
LIBOR Page" means the arithmetic mean determined by the Calculation Agent of the
two or more offered rates on the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on such service or such other service as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates of major banks). If neither LIBOR Reuters nor LIBOR Telerate is specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, LIBOR will be determined as if LIBOR Telerate had been specified.
If LIBOR cannot be determined as described above (either because the
Designated LIBOR Page is no longer available or because fewer than two offered
rates appear on the Designated LIBOR Page on the LIBOR Determination Date), the
Calculation Agent will determine "LIBOR" as follows. The Calculation Agent will
request the principal London offices of each of four major banks in the London
interbank market selected by the Calculation Agent to provide the Calculation
Agent with its offered quotations for deposits in the Specified Currency for the
period of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, commencing on such Interest
Reset Date, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on the LIBOR Determination Date and such offered quotations
will be in a principal amount equal to an amount of at least $1,000,000 or its
approximate equivalent thereof in the Specified Currency that is representative
of a single transaction in such market at such time. If two or more such
quotations are provided, "LIBOR" for such Interest Reset Period will be the
arithmetic mean of such
<PAGE> 35
quotations. If less than two such quotations are provided, "LIBOR" for such
Interest Reset Period will be the arithmetic mean of rates quoted by three major
banks in The City of New York selected by the Calculation Agent for such LIBOR
Note at approximately 11:00 a.m., New York City time, on the LIBOR Determination
Date for loans in the Specified Currency to leading European banks for the
period of the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, commencing on such Interest
Reset Date, and in a principal amount equal to an amount of at least $1,000,000
or the approximate equivalent thereof in the Specified Currency that is
representative of a single transaction in such market at such time, provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting rates as mentioned in this sentence, "LIBOR" for such Interest
Reset Period will be the same as LIBOR for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the LIBOR Rate
will be the Initial Interest Rate).
Determination of Treasury Rate
If the Base Rate specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Treasury Rate or
Treasury Rate Constant Maturity, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, if any, specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. Unless "Treasury
Rate Constant Maturity" is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the "Treasury Rate" for each
Interest Reset Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury Securities") that have the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, as such rate appears on either Telerate Page 56 or
Telerate Page 57 under the heading "AVGE INVEST YIELD." The following procedures
will be followed if the Treasury Rate cannot be determined as described above.
If not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Treasury Rate Determination Date, the "Treasury Rate" for such
Interest Reset Period will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on the Treasury Rate Determination Date as otherwise announced
by the United States Department of the Treasury. In the event that the results
of the auction of Treasury Securities having the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
are not published or reported as provided above by 3:00 p.m., New York City
time, on such Calculation Date, or if no such auction is held on the Treasury
Rate Determination Date, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 p.m., New York City time, on
the Treasury Rate Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, provided, however, that if the dealers selected as aforesaid by the
Calculation
<PAGE> 36
Agent are not quoting bid rates as mentioned in this sentence, then the
"Treasury Rate" for such Interest Reset Period will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).
The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury Securities would normally be auctioned.
Treasury Securities are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Treasury Rate Determination Date pertaining to
the Interest Reset Period commencing in the next succeeding week. If an auction
date shall fall on any day that would otherwise be an Interest Reset Date for a
Treasury Rate Note, then such Interest Reset Date shall instead be the Business
Day immediately following such auction date.
If "Treasury Rate Constant Maturity" is specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith, the "Treasury
Rate" for each Interest Reset Period will be the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (1) if
the Designated CMT Telerate Page is 7051, the rate on such Constant Maturity
Treasury Rate Determination Date and (2) if the Designated CMT Telerate Page is
7052, the weekly or monthly average, as specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, for the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate Determination
Date occurs.
The following procedures will be followed if such rate does not appear
on such Designated CMT Telerate Page. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the Treasury Rate for the Constant Maturity
Treasury Rate Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Treasury Rate for the Constant
Maturity Treasury Rate Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index, or other United States
Treasury Rate for the Designated CMT Maturity Index, for the Constant Maturity
Treasury Rate Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the Treasury Rate on the Constant Maturity Treasury Rate Determination Date
will be calculated by the Calculation Agent. Such Treasury Rate will be a yield
to maturity, based on the arithmetic mean of the secondary market closing offer
side
<PAGE> 37
prices as of approximately 3:30 P.M., New York City time, on the Constant
Maturity Treasury Rate Determination Date reported, according to their written
records, by three leading U.S. government securities dealers in The City of New
York selected by the Calculation Agent, one of which may be the Agent, from five
such dealers selected by the Calculation Agent and eliminating the highest
quotation, or in the event of equality, one of the highest, and the lowest
quotation, or, in the event of equality, one of the lowest, for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes"), with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the Treasury Rate on the Constant Maturity Treasury Rate
Determination Date will be calculated by the Calculation Agent as follows. Such
Treasury Rate will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M., New York City
time, on the Constant Maturity Treasury Rate Determination Date of three leading
U.S. government securities dealers in the City of New York, one of which may be
the Agent, from five such dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of the
lowest, for Treasury Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in an amount that
is representative for a single transaction in that market at that time.
If three or four, and not five, of such dealers are quoting as
described above, then the Treasury Rate will be based on the arithmetic mean of
the offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated. However, if fewer than three dealers so selected by the
Calculation Agent are quoting as mentioned above, the Treasury Rate determined
as of the Constant Maturity Treasury Rate Determination Date will be the
Treasury Rate in effect on the Constant Maturity Treasury Rate Determination
Date. If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent will obtain quotations for
the Treasury Note with the shorter remaining term to maturity and will use such
quotations to calculate the Treasury Rate as set forth above.
"Designated CMT Telerate Page" means the display on the Bridge Telerate
Service, or any successor service on the page specified in the applicable
pricing supplement, or any other page as may replace such page on that service,
or any successor service, for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable pricing supplement, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities, either one, two, three, five, seven, ten,
twenty or thirty years, specified
<PAGE> 38
in the applicable pricing supplement with respect to which the Treasury Rate
will be calculated. If no such maturity is specified in the applicable pricing
supplement, the Designated CMT Maturity Index shall be two years.
"The Constant Maturity Treasury Rate Determination Date" shall be the
second Business Day prior to the Interest Reset Date for the applicable Interest
Reset Period.
Determination of Prime Rate
Prime Rate Notes will bear interest at the interest rates (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in the Prime Rate Notes and in the applicable pricing supplement.
Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "Prime Rate" for
each Interest Reset Period will be determined by the Calculation Agent for such
Prime Rate Note as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "Prime Rate Determination Date") and shall be
the rate made available and subsequently published on such date in H.15(519)
under the heading "Bank Prime Loan." The following procedures will be followed
if the Prime Rate cannot be determined as described above. If the above rate is
not published prior to 9:00 A.M., New York City time, on the related Calculation
Date, then the Prime Rate will be the rate on the Prime Rate Determination Date
as published in the H.15 Daily Update under the heading "Bank Prime Loan." In
the event that such rate has not been published prior to 3:00 P.M., New York
City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update,
the Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank's
prime rate or base lending rate as in effect for the Prime Rate Determination
Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page
for the Prime Rate Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on the Prime Rate Determination Date
by four major banks in The City of New York selected by the Calculation Agent.
If all four of the banks selected by the Calculation Agent do not provide such
quotations, the Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the four prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the Prime Rate Determination Date as furnished in The City of New York by the
banks selected by the Calculation Agent that have provided such quotations and
by a reasonable number of substitute banks or trust companies. Each such
substitute bank or trust company selected by the Calculation Agent to provide
such rate or rates must (i) be organized and doing business under the laws of
the United States, or any State of the United States, (2) have total equity
capital of at least $500,000,000 and (3) be subject to supervision or
examination by Federal or State authority. However, if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
the previous sentence, the Prime Rate will be the Prime Rate in effect on the
Prime Rate Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as
<PAGE> 39
page "USPRIME1" on the Reuters Monitor Money Rates Service, (or such other page
as may replace the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).
Determination of J.J. Kenny Rate
J.J. Kenny Rate Notes will bear interest at the interest rates
(calculated by reference to the J.J. Kenny Rate and the Spread and/or Spread
Multiplier, if any) specified in the J.J. Kenny Rate Notes and in the applicable
pricing supplement.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the "J.J. Kenny Rate" for each
Interest Reset Period will be determined by the Calculation Agent for such J.J.
Kenny Rate Note as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "J.J. Kenny Rate Determination Date") and
shall be the per annum rate on such date equal to the index made available and
subsequently published by Kenny Information Systems or its successor, based upon
30-day yield evaluations at par of bonds, the interest on which is excludable
from gross income for federal income tax purposes under the Internal Revenue
Code of 1986, as amended (the "Code"), of not less than five "high grade"
component issuers selected from time to time by Kenny Information Systems,
including without limitation, issuers of general obligation bonds; provided,
however, that the bonds on which the index is based shall not include any bonds
the interest on which is subject to an "alternate minimum tax" or similar tax
under the Code, unless all tax-exempt bonds are subject to such tax.
The following procedure will be followed if the J.J. Kenny Rate cannot
be determined as described above. If such rate is not made available by 3:00
P.M., New York City time, on the Calculation Date pertaining to the J.J. Kenny
Rate Determination Date, the J.J. Kenny Rate shall be the rate quoted by a
successor indexing agent selected by the Company equaling the prevailing rate
for bonds rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers selected
by such successor indexing agent most closely resembling the "high grade"
component issuers selected by Kenny Information Systems that are subject to
tender by the holders thereof for purchase on not more than seven days' notice
and the interest on which is (A) variable on a weekly basis, (B) excludable from
gross income for federal income tax purposes under the Code, and (C) not subject
to an "alternate minimum tax" or similar tax under the Code, unless all
tax-exempt bonds are subject to such tax; provided, however, that if a successor
indexing agent is not available, the J.J. Kenny Rate with respect to the J.J.
Kenny Rate Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the J.J. Kenny Rate will be the Initial Interest Rate).
Determination of Eleventh District Cost of Funds Rate
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or
7
<PAGE> 40
Spread Multiplier, if any) specified in the Eleventh District Cost of Funds Rate
Notes and in the applicable pricing supplement.
Unless otherwise indicated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the "Eleventh District Cost of
Funds Rate," for each Interest Reset Period will be determined by the
Calculation Agent for such Eleventh District Cost of Funds Rate Note as of the
last working day of the month immediately prior to such Interest Reset Date for
such Interest Reset Period on which the Federal Home Loan Bank of San Francisco
(the "FHLB of San Francisco") publishes the Eleventh District Cost of Funds
Index (as defined below) (the "Eleventh District Cost of Funds Rate
Determination Date"), and shall be the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Determination Date as set forth under the caption "Eleventh
District" on the Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Determination Date.
The following procedures will be followed if the Eleventh District Cost
of Funds Rate cannot be determined as described above. If such rate does not
appear on Telerate Page 7058 on any related Eleventh District Cost of Funds Rate
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the "Eleventh District Cost
of Funds Rate Index") by the FHLB of San Francisco as such cost of funds for the
calendar month preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month next preceding such
Eleventh District Cost of Funds Rate Determination Date, then the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of Funds Rate
Determination Date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Determination Date.
Inverse Floating Rate Notes
If this Note is designated as an Inverse Floating Rate Note on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
interest rate on such Inverse Floating Rate shall be equal to (i) in the case of
the period, if any, commencing on the Issue Date (or such other date which may
be specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith as the date on which this Note shall begin to accrue
interest), up to the first Interest Reset Date, the Initial Fixed Interest Rate
shown above, and (ii) in the case of each period commencing on an Interest Reset
Date, the Reset Fixed Reference Rate shown above minus the interest rate
determined by reference to the Base Rate shown above, as adjusted by the Spread
or Spread Multiplier, if any, as determined in accordance with the provisions
hereof, provided, however, that on any Inverse Floating Rate Note (x) the
interest rate thereon will not be less than zero and (y) the interest rate in
effect for the ten days immediately prior to the date of Maturity will be the
rate in effect on the tenth day preceding such date.
Floating Rate/Fixed Rate Notes
<PAGE> 41
If this Note is designated as a Floating Rate/Fixed Rate Note, this
Note will be a Floating Rate note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, in which event the interest rate
on this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period, all as
described herein and in the applicable pricing supplement.
Subsequent Interest Periods
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Spread or Spread Multiplier on this
Note may be reset by the Company on the date or dates specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith (each
an "Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Spread or Spread Multiplier, and if so, (i) such new Spread
or Spread Multiplier and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date, or, if
there is no such next Optional Reset Date, to the Stated Maturity of this Note
(each such period, a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. Upon the
transmittal by the Trustee of a Reset Notice to the holder of a Note, such new
interest rate shall take effect automatically. Except as modified by the Reset
Notice and as described below, such Note will have the same terms as prior to
the transmittal of such Reset Notice. Notwithstanding the foregoing, not later
than 20 days prior to the Optional Reset Date, the Company may, at its option,
revoke the Spread or Spread Multiplier provided for in the Reset Notice and
establish a higher Spread or Spread Multiplier for the Subsequent Interest
Period by causing the Trustee to mail notice of such higher Spread or Spread
Multiplier to the Holder of this Note. Such notice shall be irrevocable. All
Notes with respect to which the Spread or Spread Multiplier is reset on an
Optional Reset Date will bear such higher Spread or Spread Multiplier whether or
not tendered for repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Notes
If this Note is an Indexed Note, then certain or all interest payments,
in the case of an Indexed Rate Note, and/or the principal amount payable at
Stated Maturity or earlier
<PAGE> 42
redemption or retirement, in the case of an Indexed Principal Note, is
determined by reference to the amount designated on the face hereof or in the
pricing supplement attached hereto or delivered herewith as the Face Amount of
this Note and by reference to the Index as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith. If this Note is a
Floating Rate Note or Indexed Rate Note that is also an Indexed Principal Note,
the amount of any interest payment will be determined by reference to the Face
Amount described on the face hereof or in the pricing supplement attached hereto
or delivered herewith unless otherwise specified. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Note and this third party either suspends the calculation or
announcement of such Index or changes the basis upon which such Index is
calculated, in a manner that is inconsistent with the applicable pricing
supplement, then the Company will select another third party to calculate or
announce the Index. The agent or another affiliate of the Company may be either
the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of such Indexed Note will be calculated in the manner set forth in the
applicable pricing supplement. Any determination by the selected third party
will be binding on all parties, except in the case of an obvious error.
Specified Currency
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
<PAGE> 43
Except as set forth below, if any payment in respect hereof is required
to be made in a Specified Currency other than U.S. dollars and such currency is
(i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again available or so used. The amount so payable on any
date in such foreign currency shall be converted into U.S. dollars on the basis
of the most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Any payment made under such circumstances in U.S.
dollars will not constitute an Event of Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
Certain of the foreign currencies in which debt securities may be
denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain.
Stage III includes the introduction of the "Euro," which, along with
the present national currency of each participating member state, is legal
tender in the participating member states. Pursuant to European Council
Regulation No. 2866/98 of December 31, 1998, one Euro equals: (i) 13.7603
Austrian schillings; (ii) 40.3399 Belgian francs; (iii) 5.94573 Finnish marks;
(iv) 6.55957 French francs; (v) 1.95583 German marks; (vi) 0.787564 Irish
pounds; (vii) 1,936.27 Italian lire; (viii) 40.3399 Luxembourg francs; (ix)
2.20371 Dutch guilders; (x) 200.482 Portugese escudos; or (xi) 166.386 Spanish
pesetas.
<PAGE> 44
Dual Currency Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If such election is made, notice of such election shall be
mailed in accordance with the terms of the applicable Tranche of Dual Currency
Notes within two Business Days of the Option Election Date and shall state (i)
the first date, whether an Interest Payment Date and/or Stated Maturity, on
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Maturity Date of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will
12
<PAGE> 45
become due and payable on the Interest Payment Date occurring in the sixth month
(or the last month in the Special Election Interval) after such Renewal Date
(the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess of such
amount, as is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Notwithstanding the foregoing, the term of this
Note may not be extended beyond the Stated Maturity specified for this Note on
the face hereof or in the pricing supplement attached hereto or delivered
herewith.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, the Trustee, or any duly appointed paying agent, shall
issue in exchange for such Note in the name of such holder, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Note for which the election to renew was made, with terms otherwise
identical to the exchanged Note.
Extension of Maturity
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Maturity of this Note may be extended
at the option of the Company for one or more periods of whole years specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith (each an "Extension Period") from one to five, up to but not beyond,
the date (the "Final Maturity") set forth on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The Company may exercise such
option by notifying the Trustee of this Note at least 45 but not more than 60
days prior to the old Stated Maturity of this Note. If the Company exercises
such option, the Trustee will mail to the Holder of this Note not later than 40
days prior to the old Stated Maturity a notice (the "Extension Notice") first
class, postage prepaid indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the Spread or Spread
Multiplier applicable to the Extension Period and (iv) the provisions, if any,
for redemption during such Extension Period including the date or dates on
which, or the period or periods during which, and the price or prices at which
such
<PAGE> 46
redemption may occur during the extension period. Upon the Trustee's
mailing of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior to
the mailing of such Extension Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old Stated Maturity of this Note, the Company may, at
its option, revoke the Spread or Spread Multiplier provided for in the Extension
Notice and establish a higher Spread or Spread Multiplier for the Extension
Period by causing the Trustee to mail notice of such higher Spread or Spread
Multiplier, first class, postage prepaid to the Holder of this Note. Such notice
shall be irrevocable. All Notes with respect to which the Stated Maturity is
extended will bear such higher Spread or Spread Multiplier for the extension
period, whether or not tendered for repayment.
If the Company extends the Stated Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the old
Stated Maturity at a price equal to the principal amount hereof, plus interest
accrued to such date. In order to obtain repayment on such old Stated Maturity
once the Company has extended the Stated Maturity hereof, the Holder must follow
the procedures set forth below for optional repayment, except that the period
for delivery of this Note or notification to the Trustee shall be at least 25
but not more than 35 days before the such old Stated Maturity, and except that
if the Holder has tendered this Note for repayment pursuant to an Extension
Notice, the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day before the old Stated
Maturity.
Optional Redemption, Repayment and Repurchase
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Company may, at its option, redeem
this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with interest accrued to such Optional Redemption Date) specified
herein. Unless otherwise stated on the face hereof or in the pricing supplement
attached hereto or delivered herewith, the Trustee shall mail to the Holder a
notice of such redemption first class, postage prepaid at least 30 days prior to
the date of redemption. Unless otherwise stated herein, the Company may exercise
such option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date. In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof.
If so specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note will be repayable prior to
Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof or in the pricing supplement attached hereto or delivered
herewith at the Optional Repayment Prices shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, together with interest
accrued to the date of repayment. In order for this Note to be repaid, the
Trustee must receive at least 30 but not more than 45 days prior to an Optional
Repayment Date (i) this Note with the form below
<PAGE> 47
entitled "Option to Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States of America setting forth the name of the
Holder of this Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised hereby and a
guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Trustee not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter. If the guarantee procedure described in clause (ii) of the preceding
sentence is followed, this Note with form duly completed must be received by the
Trustee by such fifth Business Day. Any tender of this Note for repayment
(except pursuant to a Reset Notice or an Extension Notice) shall be irrevocable.
The repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of the Note, provided, that the principal amount of
this Note remaining outstanding after repayment is an authorized denomination.
Upon such partial repayment, this Note shall be canceled and a new Note or Notes
for the remaining principal amount hereof shall be issued in the name of the
Holder of this Note.
Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will not be subject
to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an OID
Note (other than an Indexed Note), the amount payable in the event of redemption
or repayment prior to the Stated Maturity hereof (other than pursuant to an
optional redemption by the Company at a stated Redemption Price) shall be the
Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.
<PAGE> 48
The Company may at any time purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Company may, at the discretion of
the Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.
Other Terms
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Person
surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed, stolen
or lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66
<PAGE> 49
2/3% in aggregate principal amount of Debt Securities at the time outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time outstanding, on behalf of the Holders of
all the Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE> 50
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT Custodian
------------------
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT ENT -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants in
common ( State)
</TABLE>
Additional abbreviations may also be used though not in the above list
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $____ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Corporate Trust
Administration, New York, New York 10286.
Dated:
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
Please Print or Type Name and Address Including Zip Code of Assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
to transfer such Note on the books of Citigroup Inc., with full power
of substitution in the premises.
Dated:
Signature
<PAGE> 51
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the Note in every
particular, without alteration of enlargement or any change
whatsoever
<PAGE> 52
REGISTERED PRINCIPAL AMOUNT
NO. FX OR FACE AMOUNT:
$-----------------
CUSIP:------------
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FIXED RATE)
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Interest Rate Reset: The Interest Rate may not be changed prior to Stated
Maturity.
The Interest Rate may be changed prior to Stated Maturity
(see attached).
Optional Reset Dates (if applicable):
<PAGE> 53
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: Yes No
Final Maturity:
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Special Election Interval (if applicable):
Amount (if less than entire
principal amount) as to which
election may be exercised:
<PAGE> 54
CITIGROUP INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received hereby promises to pay CEDE & CO. or registered assigns, (a)
the Principal Amount or, in the case of an Indexed Principal Note, the Face
Amount adjusted by reference to prices, changes in prices, or differences
between prices, of securities, currencies, intangibles, goods, articles or
commodities or by such other objective price, economic or other measures (an
"Index") as described on the face hereof or in the pricing supplement attached
hereto or delivered herewith, in the Specified Currency on the Stated Maturity
shown above, or earlier if and to the extent so provided herein, and (b) accrued
interest on the Principal Amount then outstanding (or in the case of an Indexed
Principal Note, the Face Amount, then outstanding) at the Interest Rate shown
above from the Original Issue Date shown above or from the most recent date to
which interest has been paid or duly provided for, semiannually in arrears on
the Interest Payment Dates specified on the face of this Note or in the pricing
supplement attached hereto or delivered herewith and at Maturity, until, in
either case, the Principal Amount then outstanding or the Face Amount is paid or
duly provided for in accordance with the terms hereof. Interest on this Note, if
any, will be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture referred to
on the reverse hereof, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which (other than interest payable at
Maturity) shall be the date (whether or not a Business Day) fifteen calendar
days immediately preceding such Interest Payment Date, and, in the case of
interest payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. If an Interest Payment Date with respect
to any Note would other wise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; provided, however, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a Business Day for such Note
<PAGE> 55
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment. However, if with
respect to any Note for which "Accrue to Pay" is specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith, and any
Interest Payment Date with respect to such Fixed Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day. Each payment of interest in respect of an
Interest Payment Date shall include interest accrued through the day before
such Interest Payment Date.
For purposes of this Note, "Business Day" means: (i) with
respect to any Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close; (ii) with respect
to Notes having a specified currency other than U.S. dollars only, other than
Notes denominated in Euros, any day that, in the principal financial center (as
defined below) of the country of the specified currency, is not a day on which
banking institutions generally are authorized or obligated by law to close; and
(iii) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open.
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire and Swiss francs, the principal financial center
shall be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan and
Zurich, respectively.
The indebtedness evidenced by this Note is, to the extent set
forth in the Indenture, expressly subordinated and subject in right of payment
to the prior payment in full of Senior Indebtedness as defined in the Indenture,
and this Note is issued subject to such provisions, and each Holder of this
Note, by accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.
If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, a portion or
all the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
index (as described above).
The principal hereof and any premium and interest hereon are
payable by the Company in the Specified Currency shown above. If the Specified
Currency
<PAGE> 56
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest
payable at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made by wire transfer of immediately available funds, but only
if appropriate wire transfer instructions have been received in writing by the
Trustee not less than fifteen calendar days prior to the applicable Interest
Payment Date. Simultaneously with any election by the Holder hereof to receive
payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
avail able funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HERE WITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL
<PAGE> 57
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), or its successor, as
Trustee.
<PAGE> 58
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP INC.
By
Authorized Officer
[Seal]
Attest
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned
Indenture.
Dated:
Bank One Trust
Company, N.A. as Trustee
By
Authorized Signatory
<PAGE> 59
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FIXED RATE)
General
This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to be issued in one
or more series under an indenture, dated as of July 17, 1998, as amended (the
"Indenture"), between the Company and Bank One Trust Company, N.A. (formerly The
First National Bank of Chicago), as trustee (the "Trustee," which term includes
any successor Trustee under the Indenture), to which indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered.
The U.S. dollar equivalent of the public offering price or purchase price of
Notes denominated in currencies other than U.S. dollars will be determined by
the Company or its agent, as exchange rate agent for the Notes (the "Exchange
Rate Agent") on the basis of the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the
applicable issue dates.
The Notes are in registered form without coupons. Unless
otherwise specified above, the authorized denominations of Notes denominated in
U.S. dollars will be U.S.$1,000 and any larger amount that is an integral
multiple of U.S.$1,000. The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.
Each Note will be issued initially as either a Book-Entry Note
or, if so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
Fixed Rate Notes
This Note will bear interest from its Original Issue Date, or
from the last Interest Payment Date to which interest has been paid or duly
provided for, at the rate per annum stated on the face hereof or in the pricing
supplement attached hereto or delivered herewith until the principal amount
hereof is paid or made available for payment, except as otherwise described
below under "Subsequent Interest Periods" and "Extension of Maturity," and
except that if so specified in the attached pricing
<PAGE> 60
supplement, the rate of interest payable on certain Fixed Rate Notes may be
subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will
be payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; provided, however, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and any Interest Payment Date with respect to such Fixed
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment
Date shall include interest accrued through the day before such Interest Payment
Date. Unless otherwise specified herein, interest on this Note will be computed
on the basis of a 360-day year of twelve 30-day months ("30 over 360").
Subsequent Interest Periods
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Interest Rate on this Note
may be reset by the Company on the date or dates specified on the face hereof or
in the pricing supplement attached hereto or delivered herewith (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the holder of a Note, such new interest rate shall
take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Company may, at its option, revoke the
Interest Rate provided for in the Reset Notice and establish a higher Interest
Rate for the Subsequent Interest Period
<PAGE> 61
by causing the Trustee to mail notice of such higher Interest Rate to the Holder
of this Note. Such notice shall be irrevocable. All Notes with respect to which
the Interest Rate is reset on an Optional Reset Date will bear such higher
Interest Rate whether or not tendered for repayment.
The Holder of this Note will have the option to elect
repayment by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day before the Optional Reset Date.
Indexed Notes
If this Note is an Indexed Principal Note, then the principal
amount payable at Stated Maturity or earlier redemption or retirement, is
determined by reference to the amount designated on the face hereof or in the
pricing supplement attached hereto or delivered herewith as the Face Amount of
this Note and by reference to the Index as described on the face hereof or in
the pricing supplement attached hereto or delivered herewith. If this Note is an
Indexed Principal Note, the principal amount payable at Stated Maturity or any
earlier redemption or repayment of this Note may be different from the Face
Amount.
If a third party is appointed to calculate or announce the
Index for a particular Indexed Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agent or another affiliate of the Company
may be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same
basis and subject to the same conditions and controls as applied to the original
third party, then the indexed interest payments, if any, or any indexed
principal amount of such Indexed Principal Note will be calculated in the manner
set forth in the applicable pricing supplement. Any determination by the
selected third party will be binding on all parties, except in the case of an
obvious error.
<PAGE> 62
Specified Currency
If the Specified Currency is other than U.S. dollars, the
amount of any U.S. dollar payment to be made in respect hereof will be
determined by the Company or its agent based on the highest firm bid quotation
expressed in U.S. dollars received by the Company or its agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date (or, if no such rate is quoted on such date, the last
date on which such rate was quoted) from three (or, if three are not available,
then two) recognized foreign exchange dealers in The City of New York selected
by the Exchange Rate Agent (one or more of which may be an agent involved in the
distribution of the Notes (an "Agent") and another of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of the Specified Currency payable on such
payment date in respect of all Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Notes by deductions
from such payments. If no such bid quotations are available, then such payments
will be made in the Specified Currency, unless the Specified Currency is
unavailable due to the imposition of exchange controls or to other circumstances
beyond the Company's control, in which case payment will be made as described in
the next paragraph.
Payments in Currencies Other than the Specified Currency
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is (i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again available or so used. The amount so payable on any
date in such foreign currency shall be converted into U.S. dollars on the basis
of the most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Any payment made under such circumstances in U.S.
dollars will not constitute an Event of Default under the Indenture.
<PAGE> 63
In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such Specified
Currency that is a composite currency), the obligations of the Company with
respect to payments on this Note shall, in all cases, be deemed immediately
following such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such obligations immediately
before such redenomination. This Note does not provide for any adjustment to any
amount payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
Certain of the foreign currencies in which debt securities may
be denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain.
Stage III includes the introduction of the "Euro," which,
along with the present national currency of each participating member state, is
legal tender in the participating member states. Pursuant to European Council
Regulation No. 2866/98 of December 31, 1998, one Euro equals: (i) 13.7603
Austrian schillings; (ii) 40.3399 Belgian francs; (iii) 5.94573 Finnish marks;
(iv) 6.55957 French francs; (v) 1.95583 German marks; (vi) 0.787564 Irish
pounds; (vii) 1,936.27 Italian lire; (viii) 40.3399 Luxembourg francs; (ix)
2.20371 Dutch guilders; (x) 200.482 Portugese escudos; or (xi) 166.386 Spanish
pesetas.
Dual Currency Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
<PAGE> 64
Company may have a one time option, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.
If the Company makes such an election, the amount payable in
the Optional Payment Currency shall be determined using the Designated Exchange
Rate specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. If such election is made, notice of such election shall
be mailed in accordance with the terms of the applicable Tranche of Dual
Currency Notes within two Business Days of the Option Election Date and shall
state (i) the first date, whether an Interest Payment Date and/or Stated
Maturity, on which scheduled payments in the Optional Payment Currency will be
made and (ii) the Designated Exchange Rate. Any such notice by the Company, once
given, may not be with drawn. The equivalent value in the Specified Currency of
payments made after such an election may be less, at the then current exchange
rate, than if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month
(unless a different interval (the "Special Election Interval") is specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith) prior to the Initial Maturity Date of this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is
<PAGE> 65
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the last month in a period equal to twice the Special
Election Interval) after such Renewal Date, if the Holder of this Note elects to
extend the term of this Note or any portion thereof as described below. If the
Holder does not elect to extend the term of any portion of the principal amount
of this Note during the specified period prior to any Renewal Date, such portion
will become due and payable on the Interest Payment Date occurring in the sixth
month (or the last month in the Special Election Interval) after such Renewal
Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess of such
amount, as is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Notwithstanding the foregoing, the term of this
Note may not be extended beyond the Stated Maturity specified for this Note on
the face hereof or in the pricing supplement attached hereto or delivered
herewith.
If the Holder does not elect to renew the term, this Note must
be presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, the Trustee, or any duly appointed paying agent, shall
issue in exchange for such Note in the name of such holder, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Note for which the election to renew was made, with terms otherwise
identical to the exchanged Note.
Extension of Maturity
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Maturity of this Note may
be extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five, up to but not
beyond, the date (the "Final
<PAGE> 66
Maturity") set forth on the face hereof or in the pricing supplement attached
hereto or delivered herewith. The Company may exercise such option by notifying
the Trustee for this Note at least 45 but not more than 60 days prior to the old
Stated Maturity of this Note. If the Company exercises such option, the Trustee
will mail to the Holder of this Note not later than 40 days prior to the old
Stated Maturity a notice (the "Extension Notice") first class, postage prepaid
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the Interest Rate applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such Extension
Period including the date or dates on which, or the period or periods during
which, and the price or prices at which such redemption may occur during the
extension period. Upon the Trustee's mailing of the Extension Notice, the Stated
Maturity of this Note shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Note will have
the same terms as prior to the mailing of such Extension Notice. Notwithstanding
the foregoing, not later than 20 days prior to the old Stated Maturity of this
Note, the Company may, at its option, revoke the Interest Rate provided for in
the Extension Notice and establish a higher Interest Rate for the Extension
Period by causing the Trustee to mail notice of such higher Interest Rate, first
class, postage prepaid to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Stated Maturity is extended
will bear such higher Interest Rate for the extension period, whether or not
tendered for repayment.
If the Company extends the Stated Maturity of this Note, the
Holder will have the option to elect repayment of this Note by the Company on
the old Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old Stated
Maturity once the Company has extended the Stated Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except that
the period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days before the old Stated Maturity, and except
that if the Holder has tendered this Note for repayment pursuant to an Extension
Notice, the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day before the old Stated
Maturity.
Optional Redemption, Repayment and Repurchase
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Company may, at its
option, redeem this Note in whole or in part, on the date or dates (each an
"Optional Redemption Date") specified herein, at the price (the "Redemption
Price") (together with accrued interest
<PAGE> 67
to such Optional Redemption Date) specified herein. Unless otherwise stated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, the Trustee shall mail to the Holder a notice of such redemption first
class, postage prepaid at least 30 days prior to the date of redemption. Unless
otherwise stated herein, the Company may exercise such option with respect to a
redemption of this Note in part only by notifying the Trustee for this Note at
least 45 days prior to any Optional Redemption Date. In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion hereof
will be issued to the Holder hereof upon the cancellation hereof.
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
interest accrued to the date of repayment. In order for this Note to be repaid,
the Trustee must receive at least 30 but not more than 45 days prior to an
Optional Repayment Date (i) this Note with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the guarantee
procedure described in clause (ii) of the preceding sentence is followed, this
Note with form duly completed must be received by the Trustee by such fifth
Business Day. Any tender of this Note for repayment (except pursuant to a Reset
Notice or an Extension Notice) shall be irrevocable. The repayment option may be
exercised by the Holder of this Note for less than the entire principal amount
of the Note, provided, that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be canceled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, this Note will not be
subject to
<PAGE> 68
any sinking fund.
Notwithstanding anything herein to the contrary, if this Note
is an OID Note (other than an Indexed Principal Note), the amount payable in the
event of redemption or repayment prior to the Stated Maturity hereof (other than
pursuant to an optional redemption by the Company at a stated Redemption Price)
shall be the Amortized Face Amount of this Note as of the redemption date or the
date of repayment, as the case may be. The Amortized Face Amount of this Note on
any date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.
The Company may at any time purchase Notes at any price in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee for
such Notes for cancellation.
Other Terms
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations, as requested by
the Person surrendering the same.
<PAGE> 69
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the Holder hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of
this series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss, theft, or
destruction hereof (together with such indemnity and such other documents or
proof as may be required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new Note of like tenor
and principal amount will be issued by the Company in exchange for, or in lieu
of, this Note. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of Debt Securities at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time outstanding, on behalf of the Holders of
all the Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults
<PAGE> 70
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Debt Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Debt Security and of any Debt Security
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon the Debt
Security.
Holders of Debt Securities may not enforce their rights
pursuant to the Indenture or the Note except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
This Note shall be deemed to be a contract made and to be
performed solely in the State of New York and for all purposes be governed by,
and construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE> 71
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT ------------- Custodian ---------
TEN ENT -
as tenants by the entireties (Cust) (Minor)
JT ENT -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants in
common ----------------------------------
( State)
</TABLE>
Additional abbreviations may also be used though not in the above list
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay $ principal amount of the within Note, pursuant to its terms,
on the "Optional Repayment Date" first occurring after the date of receipt of
the within Note as specified below, together with interest thereon accrued to
the date of repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note
with the Option to Elect Repayment duly completed must be received by the
Company within the relevant time period set forth above at its office or agency
in the Borough of Manhattan, the City and State of New York, located initially
at the office of the Trustee at 1 North State Street, 9th Floor, Attention:
Global Corporate Trust Services, Chicago, Illinois 60602.
Dated:
Note: The signature to this Option to Elect Repayment must correspond
with the name as written upon the face of the within Note in
every particular without alteration or enlargement or any change
whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Other
Identifying Number of Assignee
Please Print or Type Name and Address Including Zip Code of Assignee
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney
to transfer such Note on the books of Citigroup Inc.,
with full power of substitution in the premises.
<TABLE>
<S> <C>
Dated:
Signature
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration of
enlargement or any change whatsoever
</TABLE>
<PAGE> 72
REGISTERED PRINCIPAL AMOUNT
NO. FL OR FACE AMOUNT:
$----------------------
CUSIP:
-----------------
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FLOATING OR INDEXED RATE)
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED
STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
<TABLE>
<CAPTION>
Dual Currency Note: Yes (see attached) No
<S> <C> <C>
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: CD Rate Commercial Federal Funds Rate
Paper Rate
LIBOR Telerate LIBOR Reuters Treasury Rate
Treasury Rate Prime Rate J.J. Kenny Rate
Constant Maturity
Eleventh District Cost of Funds Rate Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
</TABLE>
<PAGE> 73
<TABLE>
<CAPTION>
<S> <C> <C>
Floating Rate: Indexed Interest Rate: (see attached)
Spread Multiplier: Spread (+/-):
</TABLE>
Spread Rest The Spread or Spread Multiplier may not be changed prior to Stated
Maturity.
The Spread or Spread Multiplier may be changed prior to Stated
Maturity (see attached).
<TABLE>
<CAPTION>
Optional Reset Dates (if applicable):
<S> <C> <C>
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: Yes (see attached) No
Initial Fixed Interest Rate: Reset Fixed Reference Rate:
Floating Rate / Fixed Rate Note: Yes (see attached) No
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: Yes No
Final Maturity:
</TABLE>
<PAGE> 74
<TABLE>
<CAPTION>
<S> <C> <C>
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
</TABLE>
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
<PAGE> 75
CITIGROUP INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company")
for value received hereby promises to pay CEDE & CO. or registered assigns, (a)
the Principal Amount or, in the case of an Indexed Principal Note, the Face
Amount adjusted by reference to prices, changes in prices, or differences
between prices, of securities, currencies, intangibles, goods, articles or
commodities or by such other objective price, economic or other measures (an
"Index") as described above or in the pricing supplement attached hereto or
delivered herewith, in the Specified Currency on the Stated Maturity shown
above, or earlier if and to the extent so provided herein, and (b) accrued
interest on the Principal Amount then outstanding (or, in the case of an Indexed
Principal Note, the Face Amount then outstanding): (i) if this is a Floating
Rate Note, at the Initial Interest Rate shown above from the Original Issue Date
shown above until the first Interest Reset Date shown above following the
Original Issue Date and thereafter at the Base Rate shown above, adjusted by the
Spread or Spread Multiplier, if any, shown above, determined in accordance with
the provisions hereof, (ii) if this is an Indexed Rate Note, at a rate
determined by reference to an Index as described herein, (iii) if this is an
Inverse Floating Rate Note, at the Initial Interest Rate shown above from the
Original Issue Date shown above until the first Interest Reset Date shown above
following the Original Issue Date and thereafter at the Inverse Floating Rate,
as determined in accordance with the provisions hereof, or (iv) if this is a
Floating Rate/Fixed Rate Note, at a rate determined as described herein, until,
in each case, the Principal Amount or the Face Amount is paid or duly provided
for in accordance with the terms hereof. The interest so payable, and punctually
paid or duly provided for, on each Interest Payment Date specified herein will,
as provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which, in the case of any Interest Payment Date shall be the date
(whether or not a Business Day), fifteen calendar days immediately preceding
such Interest Payment Date and, in the case of interest payable at Stated
Maturity shall be the Stated Maturity of this Note. Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and the related
Interest Payment Date, the interest so payable for the period from the Original
Issue Date to such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Registered Holder hereof on the related Regular
Record Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Registered Holder hereof on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee (referred to on the reverse hereof), notice whereof shall be given to
Holders of Notes not less than ten days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
For purposes of this Note, "Business Day" means: (i) with
respect to any Note, any day that is not a Saturday or Sunday and that, in The
City of New York, is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close; (ii) with respect to
LIBOR Notes only, any such day on which dealings in deposits in U.S. dollars
<PAGE> 76
are transacted in the London interbank market (a "London Business Day"); (iii)
with respect to Notes having a specified currency other than U.S. dollars only,
other than Notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is not a day
on which banking institutions generally are authorized or obligated by law to
close; and (iv) with respect to Notes denominated in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET")
System is open.
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire and Swiss francs, the principal financial center
shall be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan and
Zurich, respectively.
The indebtedness evidenced by this Note is, to the extent set
forth in the Indenture, expressly subordinated and subject in right of payment
to the prior payment in full of Senior Indebtedness as defined in the Indenture,
and this Note is issued subject to such provisions, and each Holder of this
Note, by accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.
If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, a portion or
all the principal amount of the Note is payable prior to Stated Maturity in
accordance with a schedule, by application of a formula, or by reference to an
index (as described above).
The principal hereof and any premium and interest hereon are
payable by the Company in the Specified Currency shown above. If the Specified
Currency shown above is other than U.S. dollars, the Company will arrange to
convert all payments in respect hereof into U.S. dollars in the manner described
on the reverse hereof. The Holder hereof may, if so indicated above, elect to
receive all payments in respect hereof in the Specified Currency by delivery of
a written notice to the Trustee not later than fifteen calendar days prior to
the applicable payment date. Such election will remain in effect until revoked
by written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
<PAGE> 77
Payments of interest in U.S. dollars (other than interest
payable at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date, provided, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments will
be made by wire transfer of immediately available funds, but only if appropriate
wire transfer instructions have been received in writing by the Trustee not less
than fifteen calendar days prior to the applicable Interest Payment Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide appropriate wire transfer instructions to the Trustee and
all such payments will be made by wire transfer of immediately available funds
to an account maintained by the payee with a bank located outside the United
States. The principal hereof and any premium and interest hereon payable at
Maturity will be paid in immediately available funds upon surrender of this Note
at the corporate trust office or agency of the Trustee located in the City and
State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLE MENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), or its successor, as
Trustee.
<PAGE> 78
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP INC.
By
Authorized Officer
[Seal]
Attest
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the
within-mentioned Indenture.
Dated:
Bank One Trust Company, N.A,
as Trustee
By
Authorized Signatory
<PAGE> 79
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES C,
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
(FLOATING OR INDEXED RATE)
General
This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to be issued in one
or more series under an indenture, dated as of July 17, 1998, as amended (the
"Indenture"), between the Company and Bank One Trust Company, N.A. (formerly The
First National Bank of Chicago), as trustee (the "Trustee," which term includes
any successor Trustee under the Indenture), to which indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered.
The U.S. dollar equivalent of the public offering price or purchase price of
Notes denominated in currencies other than U.S. dollars will be determined by
the Company or its agent, as exchange rate agent for the Notes (the "Exchange
Rate Agent") on the basis of the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the
applicable issue dates.
The Notes are in registered form without coupons. Unless
otherwise specified above, the authorized denominations of Notes denominated in
U.S. dollars will be U.S.$1,000 and any larger amount that is an integral
multiple of U.S.$1,000. The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.
Each Note will be issued initially as either a Book-Entry Note
or, if so specified above, a Certificated Note. Book-Entry Notes will not be
exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
Floating Rate Notes
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, if this Note is a
Floating Rate Note, this Note will bear interest from its Original Issue Date
to, but not including, the first Interest Reset Date (as defined below) at the
Initial Interest Rate set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith. Thereafter, the interest rate hereon for
each Interest Reset Period will be determined by reference to the Base Rate
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, plus or minus the Spread, if any, or
<PAGE> 80
multiplied by the Spread Multiplier, if any, specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith. The Base Rates
that may be specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith are the CD Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR Telerate, LIBOR Reuters, the Treasury Rate, Treasury
Rate Constant Maturity, the Prime Rate, the J.J. Kenny Rate, the Eleventh
District Cost of Funds Rate or any other Base Rate specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith.
"H.15(519)" means the publication entitled "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication,
published by the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/H15/update or any successor site or
publication.
"Calculation Date," where applicable, means the date by which
the Calculation Agent is to calculate the interest rate for Floating Rate Notes
which shall be the earlier of (i) the tenth calendar day after the related Rate
Determination Date, or if any such day is not a business day, the next
succeeding business day or (2) the business day preceding the applicable
Interest Payment Date or the Stated Maturity, as the case may be.
As specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, this Note may also have either or both of
the following (in each case expressed as a rate per annum on a simple interest
basis): (i) a maximum limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and/or (ii) a
minimum limitation, or floor, on the rate at which interest may accrue during
any interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the interest rate will in no
event be higher than the maximum rate permitted by applicable law, as the same
may be modified by United States law of general application.
The Company will appoint, and enter into an agreement with,
agents (each, a "Calculation Agent") to calculate interest rates on this Note.
All determinations of interest rates by the Calculation Agent shall, in the
absence of manifest error, be conclusive for all purposes and binding on the
Holder hereof. Unless otherwise specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, Bank One Trust Company, N.A.
(formerly The First National Bank of Chicago) shall be the Calculation Agent for
this Note. At the request of the Holder hereof, the Calculation Agent will
provide the interest rate then in effect and, if determined, the interest rate
that will become effective on the next Interest Reset Date.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith, and the first day of
<PAGE> 81
each Interest Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the Interest Reset Dates will be as follows: (i) if this
Note resets daily, each Business Day; (ii) if this Note (unless this Note is a
Treasury Rate Note) resets weekly, Wednesday of each week; (iii) if this Note is
a Treasury Rate Note that resets weekly, Tuesday of each week (except as
provided below under "Determination of Treasury Rate"); (iv) if this Note resets
monthly, the third Wednesday of each month (with the exception of monthly reset
Eleventh District Cost of Funds Rate Notes, which reset on the first calendar
day of each month); (v) if this Note resets quarterly, the third Wednesday of
March, June, September and December of each year; (vi) if this Note resets
semiannually, the third Wednesday of the two months of each year specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith; (vii) and if this Note resets annually, the third Wednesday of the
month of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. If an Interest Reset Date would otherwise
be a day that is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that, if the Base Rate specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith is LIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall instead be the immediately preceding
Business Day. If an auction of direct obligations of United States Treasury
Bills falls on a day that is an Interest Reset Date for Treasury Rate Notes, the
Interest Reset Date shall be the succeeding Business Day.
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the interest payable
hereon on each Interest Payment Date shall be the interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid, as the case may be, to but excluding such Interest Payment Date, provided,
however, that if the interest rate is reset daily or weekly, the interest
payable hereon shall be the interest accrued from and including the Original
Issue Date or the last date to which interest has been accrued and paid, as the
case may be, to but excluding the Record Date immediately preceding such
Interest Payment Date, except that, at Maturity, the interest payable will
include interest accrued to, but excluding, the date of Maturity.
If more than one Interest Reset Date occurs during any period
for which accrued interest is being calculated, accrued interest shall be
calculated by multiplying the principal amount hereof (or if this Note is an
Indexed Principal Note, the Face Amount specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith) by an accrued interest
factor. Such accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each such day will be computed,
unless otherwise specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, by dividing the interest rate in effect
on such day by 360 if the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR Telerate, LIBOR Reuters,
the Prime Rate, the J.J. Kenny Rate, or the Eleventh District Cost of Funds
Rate, or by the actual number of days in the year, if the Base Rate
<PAGE> 82
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith is the Treasury Rate or Treasury Rate Constant Maturity. For
purposes of making the foregoing calculations, the interest rate in effect on
any Interest Reset Date will be the applicable rate as reset on such date. In
all other cases, accrued interest shall be calculated by multiplying the
principal amount hereof (or if this Note is an Indexed Principal Note, the Face
Amount specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith) by the interest rate in effect during the period for
which accrued interest is being calculated, and multiplying that product by the
quotient obtained by dividing the number of days in the period for which accrued
interest is being calculated by 360 if the Base Rate specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith is the
CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR Telerate,
LIBOR Reuters, the Prime Rate, the J.J. Kenny Rate, or the Eleventh District
Cost of Funds Rate, or by the actual number of days in the year, if the Base
Rate specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith is the Treasury Rate or Treasury Rate Constant Maturity.
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, all percentages
resulting from any calculation of the rate of interest hereof will be rounded,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, interest will be
payable as follows: (i) if this Note resets daily, weekly or monthly (other than
Eleventh District Cost of Funds Rate Notes), interest will be payable on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified on the face hereof or in the
pricing supple ment attached hereto or delivered herewith or (ii) in the case of
Eleventh District Cost of Funds Rate Notes, interest will be payable on the
first calendar day of each March, June, September and December; (iii) if this
Note resets quarterly, interest will be payable on the third Wednesday of March,
June, September and December of each year; (iv) if this Note resets
semiannually, interest will be payable on the third Wednesday of each of two
months of each year specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith; (v) if this Note resets annually,
interest will be payable on the third Wednesday of the month of each year
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, and in each case at Maturity (each such day being an
"Interest Payment Date"). If an Interest Payment Date would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that, if the Base Rate specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith
is LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Payment Date shall instead be the immediately preceding Business Day,
provided, however, if with respect to any Note for which "Accrue to Pay" is not
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, if an Interest Payment Date with respect to such Note would
otherwise be a day that is not a Business Day,
<PAGE> 83
such Interest Payment Date shall not be postponed; provided, further, that any
payment required to be made in respect of a Note that does not Accrue to Pay on
a date (including the day of Stated Maturity) that is not a Business Day for
such Note need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment.
Upon the request of the holder of this Floating Rate Note, the
Calculation Agent for the Note will provide the interest rate then in effect
and, if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to the Note.
Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest shall be the
rate determined in accordance with the provisions of the applicable heading
below.
Determination of CD Rate
If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the CD Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and the Spread or Spread Multiplier, if
any, specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. The "CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "CD Rate Determination Date") for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
or in the pricing supplement attached hereto or delivered herewith as published
in H.15(519) under the heading "CDs (Secondary Market)."
The following procedures will be followed if the CD Rate
cannot be determined and described above. If the above rate is not published
prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to
the CD Rate Determination Date, then the "CD Rate" for such Interest Reset
Period will be the rate on the CD Rate Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith as published in the
H.15 Daily Update. If by 3:00 p.m., New York City time, on such Calculation Date
such rate is not yet published in either H.15(519) or in the H.15 Daily Update,
then the "CD Rate" for such Interest Reset Period will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on the CD Rate Determination
Date of three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing (in the market for negotiable certificates of deposit) with a
remaining maturity closest to the Index Maturity on the face hereof or in the
pricing supplement attached hereto or delivered herewith in a denomination of
$5,000,000, provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there
<PAGE> 84
was no such Interest Reset Period, the Initial Interest Rate).
CD Rate Notes, like other Notes, are not deposit obligations
of a bank and are not insured by the Federal Deposit Insurance Corporation.
Determination of Commercial Paper Rate
If the Base Rate shown on the face hereof or in the pricing
supplement attached hereto or delivered herewith is the Commercial Paper Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. The "Commercial Paper Rate" for each
Interest Reset Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "Commercial Paper Rate Determination Date") and shall be the Money
Market Yield (as defined below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
as such rate shall be published in H.15(519) under the heading "Commercial Paper
- - Nonfinancial."
The following procedures will be followed if the Commercial
Paper Rate cannot be determined as described above. In the event that such rate
is not published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Commercial Paper Rate Determination Date, then the Commercial
Paper Rate for such Interest Reset Period shall be the Money Market Yield on the
Commercial Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published in the H.15 Daily Update under the heading
"Commercial Paper - Nonfinancial." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset
Period shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on the Commercial Paper Rate
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith placed for an industrial issuer whose bonds are
rated "AA" or the equivalent by a nationally recognized rating agency, provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" for such Interest Reset Period will be the same as the Commercial Paper
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Commercial Paper Rate will be the Initial
Interest Rate).
"Money Market Yield" shall be a yield calculated in accordance
with the following formula:
D x 360
Money Market Yield = ----------- X 100
<PAGE> 85
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate and Spread or
Spread Multiplier, if any, specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. The "Federal Funds Rate" for
each Interest Reset Period shall be the effective rate on the second business
day prior to the Interest Reset Date for such Interest Reset Period (a "Federal
Funds Rate Determination Date") for Federal Funds as published in H.15(519)
under the heading "Federal Funds (Effective)."
The following procedures will be followed if the Federal Funds
Rate cannot be determined as described above. In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Federal Funds Rate Determination Date, the "Federal Funds
Rate" for such Interest Reset Period shall be the rate on the Federal Funds Rate
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or in the
H.15 Daily Update, then the "Federal Funds Rate" for such Interest Reset Period
shall be the rate on the Federal Funds Rate Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective),"
provided, however, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 3:00 p.m., New York City time, on such
Calculation Date, the "Federal Funds Rate" for such Interest Reset Period will
be the same as the Federal Funds Rate in effect for the immediately preceding
Interest Reset Period (or, if there is no such Interest Reset Period, the
Federal Funds Rate will be the Initial Interest Rate). If this Note resets
daily, the interest rate on this Note for the period from and including a Monday
to but excluding the succeeding Monday will be reset by the Calculation Agent on
such second Monday (or, if not a Business Day, on the next succeeding Business
Day) to a rate equal to the average of the Federal Funds Rates in effect with
respect to each such day in such week.
Determination of LIBOR
If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is LIBOR Telerate or
LIBOR Reuters, this Note will bear interest for each Interest Reset Period at
the interest rate calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith. "LIBOR" for each Interest Reset Period
will be determined by the
<PAGE> 86
Calculation Agent as follows.
On the second London Banking Day prior to the Interest Reset
Date for such Interest Reset Period (a "LIBOR Determination Date"), the
Calculation Agent for such LIBOR Note will determine the offered rates for
deposits in the Specified Currency for the period of the Index Maturity
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith, commencing on such Interest Reset Date, which appear on the
Designated LIBOR Page at approximately 11:00 a.m., London time, on such LIBOR
Determination Date. "Designated LIBOR Page" means either (a) if "LIBOR Telerate"
is designated on the face hereof or in the pricing supplement attached hereto or
delivered herewith, the display designated as page "3750" on the Bridge Telerate
Service (or such other page as may replace page "3750" on such service or such
other service as may be nominated by the British Bankers' Association for the
purpose of displaying the London interbank offered rates of major banks), and
LIBOR for such Interest Reset Period will be the relevant offered rate as
determined by the Calculation Agent; or (b) if "LIBOR Reuters" is designated on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, "Designated LIBOR Page" means the arithmetic mean determined by the
Calculation Agent of the two or more offered rates on the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on such service or such other service as may be
nominated by the British Bankers' Association for the purpose of displaying
London interbank offered rates of major banks). If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith, LIBOR will be determined as if LIBOR
Telerate had been specified.
If LIBOR cannot be determined as described above (either
because the Designated LIBOR Page is no longer available or because fewer than
two offered rates appear on the Designated LIBOR Page on the LIBOR Determination
Date), the Calculation Agent will determine "LIBOR" as follows. The Calculation
Agent will request the principal London offices of each of four major banks in
the London interbank market selected by the Calculation Agent to provide the
Calculation Agent with its offered quotations for deposits in the Specified
Currency for the period of the Index Maturity specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, commencing on such
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on the LIBOR Determination Date and such
offered quotations will be in a principal amount equal to an amount of at least
$1,000,000 or its approximate equivalent thereof in the Specified Currency that
is representative of a single transaction in such market at such time. If two or
more such quotations are provided, "LIBOR" for such Interest Reset Period will
be the arithmetic mean of such quotations. If less than two such quotations are
provided,"LIBOR" for such Interest Reset Period will be the arithmetic mean of
rates quoted by three major banks in The City of New York selected by the
Calculation Agent for such LIBOR Note at approximately 11:00 a.m., New York City
time, on the LIBOR Determination Date for loans in the Specified Currency to
leading European banks for the period of the Index Maturity specified on the
face hereof or in the pricing supplement attached hereto or delivered herewith,
commencing on such Interest Reset Date, and in a principal amount equal to an
amount of at least $1,000,000 or the approximate equivalent
<PAGE> 87
thereof in the Specified Currency that is representative of a single transaction
in such market at such time, provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting rates as mentioned in
this sentence, "LIBOR" for such Interest Reset Period will be the same as LIBOR
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the LIBOR Rate will be the Initial Interest Rate).
Determination of Treasury Rate
If the Base Rate specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith is the Treasury Rate,
or Treasury Rate Constant Maturity, this Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith.
Unless "Treasury Rate Constant Maturity" is specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, the "Treasury
Rate" for each Interest Reset Period will be the rate for the auction held on
the Treasury Rate Determination Date (as defined below) for such Interest Reset
Period of direct obligations of the United States ("Treasury Securities") that
have the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, as such rate appears on either
Telerate Page 56 or Telerate Page 57 under the heading "AVGE INVEST YIELD." The
following procedures will be followed if the Treasury Rate cannot be determined
as described above. If not so published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Treasury Rate Determination Date, the
"Treasury Rate" for such Interest Reset Period will be the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on the Treasury Rate Determination
Date as otherwise announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury Securities having the
Index Maturity specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held on the Treasury Rate Determination Date, then the "Treasury
Rate" for such Interest Reset Period shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates as of approximately
3:30 p.m., New York City time, on the Treasury Rate Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence, then the "Treasury Rate" for such Interest Reset
Period will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
The "Treasury Rate Determination Date" for each Interest Reset
Period will be the day of the week in which the Interest Reset Date for such
Interest Reset Period falls on which Treasury Securities would normally be
auctioned. Treasury Securities are normally sold at
<PAGE> 88
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Rate Determination Date pertaining to the Interest Reset Period
commencing in the next succeeding week. If an auction date shall fall on any day
that would otherwise be an Interest Reset Date for a Treasury Rate Note, then
such Interest Reset Date shall instead be the Business Day immediately following
such auction date.
If "Treasury Rate Constant Maturity" is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith, the
"Treasury Rate" for each Interest Reset Period will be the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (1) if
the Designated CMT Telerate Page is 7051, the rate on such Constant Maturity
Treasury Rate Determination Date and (2) if the Designated CMT Telerate Page is
7052, the weekly or monthly average, as specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, for the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Constant Maturity Treasury Rate Determination
Date occurs.
The following procedures will be followed if such rate does
not appear on such Designated CMT Telerate Page. If such rate is no longer
displayed on the relevant page or is not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the Treasury Rate for the Constant
Maturity Treasury Rate Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Treasury Rate for
the Constant Maturity Treasury Rate Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index, or other United
States Treasury Rate for the Designated CMT Maturity Index, for the Constant
Maturity Treasury Rate Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the Treasury Rate on the Constant Maturity
Treasury Rate Determination Date will be calculated by the Calculation Agent.
Such Treasury Rate will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on the Constant Maturity Treasury Rate Determination Date
reported, according to their written records, by three leading U.S. government
securities dealers in The City of New York selected by the Calculation Agent,
one of which may be the Agent, from five such dealers selected by the
Calculation Agent and eliminating the highest quotation, or in the event of
equality, one of the highest, and the lowest quotation, or, in the event of
equality, one of the lowest, for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes"), with an original
<PAGE> 89
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such
Treasury Note quotations, the Treasury Rate on the Constant Maturity Treasury
Rate Determination Date will be calculated by the Calculation Agent as follows.
Such Treasury Rate will be a yield to maturity based on the arithmetic mean of
the secondary market offer side prices as of approximately 3:30 P.M. New York
City time, on the Constant Maturity Treasury Rate Determination Date of three
leading U.S. government securities dealers in the City of New York, one of which
may be the Agent, from five such dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation, or, in the event of equality, one of the
lowest, for Treasury Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, and in an amount that
is representative for a single transaction in that market at that time.
If three or four, and not five, of such dealers are quoting as
described above, then the Treasury Rate will be based on the arithmetic mean of
the offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated. However, if fewer than three dealers so selected by the
Calculation Agent are quoting as mentioned above, the Treasury Rate determined
as of the Constant Maturity Treasury Rate Determination Date will be the
Treasury Rate in effect on the Constant Maturity Treasury Rate Determination
Date. If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent will obtain quotations for
the Treasury Note with the shorter remaining term to maturity and will use such
quotations to calculate the Treasury Rate as set forth above.
"Designated CMT Telerate Page" means the display on the Bridge
Telerate Service, or any successor service on the page specified in the
applicable pricing supplement, or any other page as may replace such page on
that service, or any successor service, for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified in
the applicable pricing supplement, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities, either one, two, three, five, seven,
ten, twenty or thirty years, specified in the applicable pricing supplement with
respect to which the Treasury Rate will be calculated. If no such maturity is
specified in the applicable pricing supplement, the Designated CMT Maturity
Index shall be two years.
"The Constant Maturity Treasury Rate Determination Date" shall
be the second Business Day prior to the Interest Reset Date for the applicable
Interest Reset Period.
<PAGE> 90
Determination of Prime Rate
Prime Rate Notes will bear interest at the interest rates
(calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
pricing supplement.
Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "Prime Rate" for
each Interest Reset Period will be determined by the Calculation Agent for such
Prime Rate Note as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "Prime Rate Determination Date") and shall be
the rate made available and subsequently published on such date in H.15(519)
under the heading "Bank Prime Loan." The following procedures will be followed
if the Prime Rate cannot be determined as described above. If the above rate is
not published prior to 9:00 A.M., New York City time, on the related Calculation
Date, then the Prime Rate will be the rate on the Prime Rate Determination Date
as published in the H.15 Daily Update under the heading "Bank Prime Loan." In
the event that such rate has not been published prior to 3:00 p.m., New York
City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update,
the Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank's
prime rate or base lending rate as in effect for the Prime Rate Determination
Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page
for the Prime Rate Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on the Prime Rate Determination Date
by four major banks in The City of New York selected by the Calculation Agent.
If all four of the banks selected by the Calculation Agent do not provide such
quotations, the Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the four prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the Prime Rate Determination Date as furnished in The City of New York by the
banks selected by the Calculation Agent that have provided such quotations and
by a reasonable number of substitute banks or trust companies. Each such
substitute bank or trust company selected by the Calculation Agent to provide
such rate or rates must (1) be organized and doing business under the laws of
the United States, or any State of the United States, (2) have total equity
capital of at least $500,000,000 and (3) be subject to supervision or
examination by Federal or State authority. However, if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
the previous sentence, the Prime Rate will be the Prime Rate in effect on the
Prime Rate Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United States banks).
Determination of J.J. Kenny Rate
J.J. Kenny Rate Notes will bear interest at the interest rates
(calculated by
<PAGE> 91
reference to the J.J. Kenny Rate and the Spread and/or Spread Multiplier, if
any) specified in the J.J. Kenny Rate Notes and in the applicable pricing
supplement.
Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "J.J. Kenny Rate"
for each Interest Reset Period will be determined by the Calculation Agent for
such J.J. Kenny Rate Note as of the second Business Day prior to the Interest
Reset Date for such Interest Reset Period (a "J.J. Kenny Rate Determination
Date") and shall be the per annum rate on such date equal to the index made
available and subsequently published by Kenny Information Systems or its
successor, based upon 30-day yield evaluations at par of bonds, the interest on
which is excludable from gross income for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"), of not less than five
"high grade" component issuers selected from time to time by Kenny Information
Systems, including without limitation, issuers of general obligation bonds;
provided, however, that the bonds on which the index is based shall not include
any bonds the interest on which is subject to an "alternate minimum tax" or
similar tax under the Code, unless all tax-exempt bonds are subject to such tax.
The following procedure will be followed if the J.J. Kenny Rate cannot
be determined as described above. If such rate is not made available by 3:00
P.M., New York City time, on the Calculation Date pertaining to the J.J. Kenny
Rate Determination Date, the J.J. Kenny Rate shall be the rate quoted by a
successor indexing agent selected by the Company equaling the prevailing rate
for bonds rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers selected
by such successor indexing agent most closely resembling the "high grade"
component issuers selected by Kenny Information Systems that are subject to
tender by the holders thereof for purchase on not more than seven days' notice
and the interest on which is (A) variable on a weekly basis, (B) excludable from
gross income for federal income tax purposes under the Code, and (C) not subject
to an "alternate minimum tax" or similar tax under the Code, unless all
tax-exempt bonds are subject to such tax; provided, however, that if a successor
indexing Agent is not available, the J.J. Kenny Rate with respect to the J.J.
Kenny Rate Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the J.J. Kenny Rate will be the Initial Interest Rate).
Determination of Eleventh District Cost of Funds Rate
Eleventh District Cost of Funds Rate Notes will bear interest
at the interest rates (calculated by reference to the Eleventh District Cost of
Funds Rate and the Spread and/or Spread Multiplier, if any) specified in the
Eleventh District Cost of Funds Rate Notes and in the applicable pricing
supplement.
Unless otherwise indicated on the face hereof or in the
pricing supplement attached hereto or delivered herewith, the "Eleventh District
Cost of Funds Rate," for each Interest Reset Period will be determined by the
Calculation Agent for such Eleventh District Cost of Funds Rate Note as of the
last working day of the month immediately prior to such Interest
<PAGE> 92
Reset Date for such Interest Reset Period on which the Federal Home Loan Bank of
San Francisco (the "FHLB of San Francisco") publishes the Eleventh District Cost
of Funds Index (as defined below) (the "Eleventh District Cost of Funds Rate
Determination Date"), and shall be the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Determination Date as set forth under the caption "Eleventh
District" on the Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Determination Date.
The following procedures will be followed if the Eleventh
District Cost of Funds Rate cannot be determined as described above. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Determination Date, the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Eleventh District Cost of Funds Rate Index") by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month next preceding such Eleventh District Cost of Funds Rate
Determination Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Determination Date.
Inverse Floating Rate Notes
If this Note is designated as an Inverse Floating Rate Note on
the face hereof or in the pricing supplement attached hereto or delivered
herewith, the interest rate on such Inverse Floating Rate shall be equal to (i)
in the case of the period, if any, commencing on the Issue Date (or such other
date which may be specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith as the date on which this Note shall begin
to accrue interest), up to the first Interest Reset Date, the Initial Fixed
Interest Rate shown above, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference Rate shown above minus the
interest rate determined by reference to the Base Rate shown above, as adjusted
by the Spread or Spread Multiplier, if any, as determined in accordance with the
provisions hereof, provided, however, that on any Inverse Floating Rate Note (x)
the interest rate thereon will not be less than zero and (y) the interest rate
in effect for the ten days immediately prior to the date of Maturity will be the
rate in effect on the tenth day preceding such date.
Floating Rate/Fixed Rate Notes
If this Note is designated as a Floating Rate/Fixed Rate Note,
this Note will be a Floating Rate note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, in which event the interest rate
on this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period, all as
described herein and in the applicable pricing supplement.
<PAGE> 93
Subsequent Interest Periods
If so specified on the face hereof or in the pricing
0supplement attached hereto or delivered herewith, the Spread or Spread
Multiplier on this Note may be reset by the Company on the date or dates
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Optional Reset Date"). Not later than 40 days prior
to each Optional Reset Date, the Trustee will mail to the Holder of this Note a
notice (the "Reset Notice"), first class, postage prepaid, indicating whether
the Company has elected to reset the Spread or Spread Multiplier, and if so, (i)
such new Spread or Spread Multiplier and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date, or, if there is no such next Optional Reset Date, to the Stated
Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to the
holder of a Note, such new interest rate shall take effect automatically. Except
as modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to the Optional Reset Date, the Company
may, at its option, revoke the Spread or Spread Multiplier provided for in the
Reset Notice and establish a higher Spread or Spread Multiplier for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
Spread or Spread Multiplier to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Spread or Spread Multiplier is
reset on an Optional Reset Date will bear such higher Spread or Spread
Multiplier whether or not tendered for repayment.
The Holder of this Note will have the option to elect
repayment by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day before the Optional Reset Date.
Indexed Notes
If this Note is an Indexed Note, then certain or all interest
payments, in the case of an Indexed Rate Note, and/or the principal amount
payable at Stated Maturity or earlier redemption or retirement, in the case of
an Indexed Principal Note, is determined by reference to the amount designated
on the face hereof or in the pricing supplement attached hereto or delivered
herewith as the Face Amount of this Note and by reference to the Index as
described on the face hereof or in the pricing supplement attached hereto or
delivered herewith. If this Note is a Floating Rate Note or Indexed Rate Note
that is also an Indexed Principal Note, the amount of any interest payment will
be determined by reference to the Face Amount described on the face hereof or in
the pricing supplement attached hereto or delivered herewith unless otherwise
<PAGE> 94
specified. If this Note is an Indexed Principal Note, the principal amount
payable at Stated Maturity or any earlier redemption or repayment of this Note
may be different from the Face Amount.
If a third party is appointed to calculate or announce the
Index for a particular Indexed Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agent or another affiliate of the Company
may be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same
basis and subject to the same conditions and controls as applied to the original
third party, then the indexed interest payments, if any, or any indexed
principal amount of such Indexed Note will be calculated in the manner set forth
in the applicable pricing supplement. Any determination by the selected third
party will be binding on all parties, except in the case of an obvious error.
Specified Currency
If the Specified Currency is other than U.S. dollars, the
amount of any U.S. dollar payment to be made in respect hereof will be
determined by the Company or its agent based on the highest firm bid quotation
expressed in U.S. dollars received by the Company or its agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date (or, if no such rate is quoted on such date, the last
date on which such rate was quoted) from three (or, if three are not available,
then two) recognized foreign exchange dealers in The City of New York selected
by the Exchange Rate Agent (one or more of which may be an agent involved in the
distribution of the Notes (an "Agent") and another of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of the Specified Currency payable on such
payment date in respect of all Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Notes by deductions
from such payments. If no such bid quotations are available, then such payments
will be made in the Specified Currency, unless the Specified Currency is
unavailable due to the imposition of exchange controls or to other circumstances
beyond the Company's control, in which case payment will be made as described in
the next paragraph.
Payments in Currencies Other than the Specified Currency
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is (i) unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again
<PAGE> 95
available or so used. The amount so payable on any date in such foreign currency
shall be converted into U.S. dollars on the basis of the most recently available
Market Exchange Rate for such currency or as otherwise indicated on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Any
payment made under such circumstances in U.S. dollars will not constitute an
Event of Default under the Indenture.
In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such Specified
Currency that is a composite currency), the obligations of the Company with
respect to payments on this Note shall, in all cases, be deemed immediately
following such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such obligations immediately
before such redenomination. This Note does not provide for any adjustment to any
amount payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). If this Note is denominated in a currency of a
country participating in the European Monetary Union, the procedures described
in this paragraph shall not apply, and the obligations of the Company with
respect to payments on this Note shall instead be determined as set forth in the
following paragraph.
Certain of the foreign currencies in which debt securities may
be denominated or payments in respect of index warrants may be due or by which
amounts due on the offered securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union. Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain.
Stage III includes the introduction of the "Euro," which,
along with the present national currency of each participating member state, is
legal tender in the participating member states. Pursuant to European Council
Regulation No. 2866/98 of December 31, 1998, one Euro equals: (i) 13.7603
Austrian schillings; (ii) 40.3399 Belgian francs; (iii) 5.94573 Finnish marks;
(iv) 6.55957 French francs; (v) 1.95583 German marks; (vi) 0.787564 Irish
pounds; (vii) 1,936.27 Italian lire; (viii) 40.3399 Luxembourg francs; (ix)
2.20371 Dutch guilders; (x) 200.482 Portugese escudos; or (xi) 166.386 Spanish
pesetas.
Dual Currency Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Dual Currency Note, the
Company may have a one time option, exercisable on one or more dates (each an
"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which
<PAGE> 96
payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an "Option Election Date," which will be
any one of the dates specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith.
If the Company makes such an election, the amount payable in
the Optional Payment Currency shall be determined using the Designated Exchange
Rate specified on the face hereof or in the pricing supplement attached hereto
or delivered herewith. If such election is made, notice of such election shall
be mailed in accordance with the terms of the applicable Tranche of Dual
Currency Notes within two Business Days of the Option Election Date and shall
state (i) the first date, whether an Interest Payment Date and/or Stated
Maturity, on which scheduled payments in the Optional Payment Currency will be
made and (ii) the Designated Exchange Rate. Any such notice by the Company, once
given, may not be withdrawn. The equivalent value in the Specified Currency of
payments made after such an election may be less, at the then current exchange
rate, than if the Company had made such payment in the Specified Currency.
Renewable Notes
If this Note is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith as a Renewable Note, this Note
will mature on an Interest Payment Date occurring in or prior to the twelfth
month following the Original Issue Date of this Note (the "Initial Maturity
Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month
(unless a different interval (the "Special Election Interval") is specified on
the face hereof or in the pricing supplement attached hereto or delivered
herewith) prior to the Initial Maturity Date of this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified on the face hereof or in
the pricing supplement attached hereto or delivered herewith, the last month in
a period equal to twice the Special Election Interval) after such Renewal Date,
if the Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
<PAGE> 97
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith and
then only in such principal amount, or any integral multiple in excess of such
amount, as is specified on the face hereof or in the pricing supplement attached
hereto or delivered herewith. Notwithstanding the foregoing, the term of this
Note may not be extended beyond the Stated Maturity specified for this Note on
the face hereof or in the pricing supplement attached hereto or delivered
herewith.
If the Holder does not elect to renew the term, this Note must
be presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, the Trustee, or any duly appointed paying agent, shall
issue in exchange for such Note in the name of such holder, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Note for which the election to renew was made, with terms otherwise
identical to the exchanged Note.
Extension of Maturity
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Maturity of this Note may
be extended at the option of the Company for one or more periods of whole years
specified on the face hereof or in the pricing supplement attached hereto or
delivered herewith (each an "Extension Period") from one to five, up to but not
beyond, the date (the "Final Maturity") set forth on the face hereof or in the
pricing supplement attached hereto or delivered herewith. The Company may
exercise such option by notifying the Trustee of this Note at least 45 but not
more than 60 days prior to the old Stated Maturity of this Note. If the Company
exercises such option, the Trustee will mail to the Holder of this Note not
later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the Spread or
Spread Multiplier applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period including the date or dates on
which, or the period or periods during which and the price or prices at which
such redemption may occur during the extension period. Upon the Trustee's
mailing of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior to
the mailing of such Extension Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old Stated Maturity of this Note, the Company may, at
its option, revoke the Spread or Spread Multiplier provided for in the Extension
Notice and establish a higher Spread or Spread Multiplier for the Extension
Period by causing the Trustee to mail notice of such higher Spread or Spread
Multiplier, first class, postage prepaid to the Holder of this Note.
<PAGE> 98
Such notice shall be irrevocable. All Registered Notes with respect to which the
Stated Maturity is extended will bear such higher Spread or Spread Multiplier
for the extension period, whether or not tendered for repayment.
If the Company extends the Stated Maturity of this Note, the
Holder will have the option to elect repayment of this Note by the Company on
the old Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old Stated
Maturity once the Company has extended the Stated Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except that
the period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days before the such old Stated Maturity, and
except that if the Holder has tendered this Note for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day before the old
Stated Maturity.
Optional Redemption, Repayment and Repurchase
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Company may, at its
option, redeem this Note in whole or in part, on the date or dates (each an
"Optional Redemption Date") specified herein, at the price (the "Redemption
Price") (together with interest accrued to such Optional Redemption Date)
specified herein. Unless otherwise stated on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the Trustee shall mail to the
Holder a notice of such redemption first class, postage prepaid at least 30 days
prior to the date of redemption. Unless otherwise stated herein, the Company may
exercise such option with respect to a redemption of this Note in part only by
notifying the Trustee for this Note at least 45 days prior to any Optional
Redemption Date. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof.
If so specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, this Note will be repayable
prior to Maturity at the option of the Holder on the Optional Repayment Dates
shown on the face hereof or in the pricing supplement attached hereto or
delivered herewith at the Optional Repayment Prices shown on the face hereof or
in the pricing supplement attached hereto or delivered herewith, together with
interest accrued to the date of repayment. In order for this Note to be repaid,
the Trustee must receive at least 30 but not more than 45 days prior to an
Optional Repayment Date (i) this Note with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile
<PAGE> 99
transmission or letter. If the guarantee procedure described in clause (ii) of
the preceding sentence is followed, this Note with form duly completed must be
received by the Trustee by such fifth Business Day. Any tender of this Note for
repayment (except pursuant to a Reset Notice or an Extension Notice) shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided, that, the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Note shall be
canceled and a new Note or Notes for the remaining principal amount hereof shall
be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof or in the
pricing supplement attached hereto or delivered herewith, this Note will not be
subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note
is an OID Note (other than an Indexed Note), the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof (other than pursuant
to an optional redemption by the Company at a stated Redemption Price) shall be
the Amortized Face Amount of this Note as of the redemption date or the date of
repayment, as the case may be. The Amortized Face Amount of this Note on any
date shall be the amount equal to (i) the Issue Price set forth on the face
hereof or in the pricing supplement attached hereto or delivered herewith plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or in the pricing supplement
attached hereto or delivered herewith or (y) if so specified, the Bond Yield to
Call set forth on the face hereof or in the pricing supplement attached hereto
or delivered herewith (computed in each case in accordance with generally
accepted United States bond yield computation principles), provided, however,
that in no event shall the Amortized Face Amount of a Note exceed its stated
principal amount. The Bond Yield to Call listed on the face of this Note or in
the pricing supplement attached hereto or delivered herewith shall be computed
on the basis of the first occurring Optional Redemption Date with respect to
such Note and the amount payable on such Optional Redemption Date. In the event
that such Note is not redeemed on such first occurring Optional Redemption Date,
the Bond Yield to Call with respect to such Note shall be recomputed on such
Optional Redemption Date on the basis of the next occurring Optional Redemption
Date and the amount payable on such Optional Redemption Date, and shall continue
to be so recomputed on each succeeding Optional Redemption Date until the Note
is so redeemed.
The Company may at any time purchase Notes at any price in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee for
such Notes for cancellation.
Other Terms
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized
<PAGE> 100
denominations, as requested by the Person surrendering the same.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the Holder hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of
this series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss, theft, or
destruction hereof (together with such indemnity and such other documents or
proof as may be required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new Note of like tenor
and principal amount will be issued by the Company in exchange for, or in lieu
of, this Note. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
The Indenture permits, with certain exceptions as therein
provided, the amend ment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of Debt Securities at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time outstanding, on behalf of the Holders of
all the Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in
<PAGE> 101
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights
pursuant to the Indenture or the Note except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
This Note shall be deemed to be a contract made and to be
performed solely in the State of New York and for all purposes be governed by,
and construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE> 102
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT ___________ Custodian __________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT ENT -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants in _________________________________
common ( State)
</TABLE>
Additional abbreviations may also be used though not in the above list
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay $ principal amount of the within Note, pursuant to its terms,
on the "Optional Repayment Date" first occurring after the date of receipt of
the within Note as specified below, together with interest thereon accrued to
the date of repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note
with the Option to Elect Repayment duly completed must be received by the
Company within the relevant time period set forth above at its office or agency
in the Borough of Manhattan, the City and State of New York, located initially
at the office of the Trustee at 1 North State Street, 9th Floor, Attention:
Global Corporate Trust Services, Chicago, Illinois 60602.
Dated:
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
Please Print or Type Name and Address Including Zip Code of Assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
to transfer such Note on the books of Citigroup Inc., with full power
of substitution in the premises.
Dated:
Signature
NOTICE: The signature to this assignment must
correspond with the name as it appears upon
the face of the Note in every particular,
without alteration of enlargement or any
change whatsoever
<PAGE> 1
Exhibit 5.01
May 26, 2000
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Ladies and Gentlemen:
I am Deputy General Counsel and an Assistant Secretary of Citigroup
Inc., a Delaware corporation (the "Company"). I refer to the filing by the
Company with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
(i) debt securities of the Company, which may be senior debt securities (the
"Senior Securities") or subordinated debt securities (the "Subordinated
Securities"), (ii) junior subordinated debt securities (the "Junior Subordinated
Debt Securities" and collectively with the Subordinated Securities and the
Senior Securities, the "Debt Securities") issued in connection with the offering
by certain affiliated business trusts of the Company of capital securities (the
"Capital Securities"), certain payments in respect of which will be guaranteed
by the Company (the "Guarantees"), (iii) warrants ("Index Warrants")
representing the right to receive, upon exercise, an amount in cash that will be
determined by reference to prices, yields, levels or other specified objective
measures, (iv) shares of preferred stock of the Company (the "Preferred Stock"),
(v) depositary shares representing entitlement to all rights and preferences of
a share of Preferred Stock of a specified series (the "Depositary Shares"), and
(vi) shares of Common Stock, $.01 par value per share, of the Company (the
"Common Stock"). The Debt Securities, Index Warrants, Preferred Stock,
Depositary Shares and the Common Stock are referred to herein collectively as
the "Offered Securities". The Offered Securities being registered under the
Registration Statement, together with securities registered under previously
filed registration statements, will have an aggregate initial offering price of
up to $8.9 billion or the equivalent thereof in foreign currencies or composite
currencies and will be offered on a continued or delayed basis pursuant to the
provisions of Rule 415 under the Securities Act of 1933, as amended (the "Act").
<PAGE> 2
Unless otherwise provided in any prospectus supplement forming a part
of the Registration Statement relating to a particular series of Debt
Securities, the Senior Securities will be issued under an Indenture dated as of
March 15, 1987, as amended (the "Senior Indenture"), between the Company and
The Bank of New York (the "Senior Trustee"), as Senior Trustee, and the
Subordinated Securities will be issued under an Indenture dated as of July 17,
1998, as amended (the "Subordinated Indenture"), between the Company and Bank
One Trust Company, N.A. (formerly The First National Bank of Chicago) (the
"Subordinated Trustee"), as Subordinated Trustee (each of the Senior Trustee
and the Subordinated Trustee, a "Trustee"). The Index Warrants will be issued
under one or more warrant agreements (each, a "Warrant Agreement"), each to be
entered into between the Company and one or more institutions as identified in
the applicable Warrant Agreement.
I, or attorneys under my supervision, have examined and am familiar
with originals, or copies certified or otherwise identified to my satisfaction,
of such corporate records of the Company, certificates or documents as I have
deemed appropriate as a basis for the opinions expressed below. In such
examination, I (or such persons) have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me (or such persons) as originals, the conformity to original
documents of all documents submitted to me (or such persons) as certified or
photostatic copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws at
the time the Offered Securities are offered or issued as contemplated by the
Registration Statement; (ii) a Prospectus Supplement, Pricing Supplement and/or
term sheet will have been prepared and filed with the Commission describing the
Offered Securities offered thereby and will comply with all applicable laws;
(iii) all Offered Securities will be issued and sold in compliance with
applicable federal and state laws and in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement, Pricing Supplement and/or
term sheet; (iv) a definitive purchase, underwriting or similar agreement and
any other necessary agreement with respect to any Offered Securities offered or
issued will have been duly authorized and validly executed and delivered by the
parties thereto; (v) the Offered Securities will be sold and delivered at the
price and in accordance with the terms of such agreement and as set forth in the
Registration Statement and the Prospectus Supplement(s), Pricing Supplement(s)
or term sheet(s) referred to therein; and (vi) the Company will authorize the
offering and issuance of the Offered Securities and the terms and conditions
thereof and will take any other appropriate additional corporate action, I am of
the opinion that:
2
<PAGE> 3
1. The Company is a duly organized and existing corporation under the
laws of the State of Delaware.
2. With respect to Debt Securities to be issued under either the Senior
Indenture or Subordinated Indenture, assuming the (i) due qualification of the
Trustee and the applicable Indenture under the Trust Indenture Act of 1939, (ii)
due authorization, execution, and delivery of the applicable Indenture by the
Trustee, and (iii) due execution, authentication and delivery of the Debt
Securities in accordance with the terms of the applicable Indenture, such Debt
Securities will be legal, valid and binding obligations of the Company and will
be entitled to the benefits of the applicable Indenture.
3. With respect to the Index Warrants, assuming the (i) due
authorization, execution and delivery of the applicable Warrant Agreement by the
Warrant Agent and (ii) due execution, countersignature and delivery of the Index
Warrants, such Index Warrants will be legal, valid and binding obligations of
the Company.
4. Except with respect to Common Stock issuable upon the conversion of
Debt Securities, the Common Stock will be duly authorized, validly issued, fully
paid and nonassessable, assuming the issuance of the Common Stock has been
authorized by all necessary action and that the certificates evidencing such
shares of Common Stock are duly executed and delivered.
5. With respect to Common Stock issuable upon the conversion of Debt
Securities which are by their terms convertible, such Common Stock will be duly
authorized, validly issued, fully paid and nonassessable, assuming the issuance
of the Common Stock upon conversion of such Debt Securities has been authorized
by all necessary action, that such Debt Securities have been converted in
accordance with their terms and that the certificates evidencing such shares of
Common Stock are duly executed and delivered.
Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation of the Company, it is subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights generally from time
to time in effect and subject to general principles of equity, regardless of
whether such is considered in a proceeding in equity or at law.
My opinion is limited to matters governed by the Federal laws of the
United States of America, the laws of the State of New York and the General
Corporation Law of the State of Delaware (including the applicable provisions of
the Delaware Constitution and the reported judicial decisions interpreting the
General Corporation Law of the State of Delaware and such applicable provisions
of the Delaware Constitution). I am not admitted to the practice of law in the
State of Delaware.
3
<PAGE> 4
I consent to the use of this opinion in the Registration Statement and
to the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters". In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
4
<PAGE> 1
EXHIBIT 5.02
May 26, 2000
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
c/o Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Re: Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to (1) Citigroup Capital VII
(formerly Travelers Capital VII), Citigroup Capital VIII (formerly Travelers
Capital VIII), Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI,
Citigroup Capital XII and Citigroup Capital XIII (each, a "Citigroup Trust"
and, together, the "Citigroup Trusts"), each a statutory business trust created
<PAGE> 2
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 2
under the laws of the State of Delaware, and (2) Citigroup Inc.
(formerly Travelers Group Inc.)(the "Company"), a corporation
organized under the laws of the State of Delaware, in connection with
the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), to be filed by the Company and the
Citigroup Trusts with the Securities and Exchange Commission (the
"Commission") on May 26, 2000 under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to, among
other things, the issuance and sale from time to time pursuant to Rule
415 of the General Rules and Regulations promulgated under the Act, of
the following securities with an aggregate public offering price of up
to $8,000,000,000: (i) capital securities (the "Capital Securities")
of each of the Citigroup Trusts, (ii) unsecured junior subordinated
debt securities (the "Junior Subordinated Debt Securities") of the
Company which are to be issued pursuant to an Indenture, dated as of
October 7, 1996, as supplemented by the First Supplemental Indenture
thereto dated as of December 15, 1998 (as so supplemented, the
"Indenture"), between the Company and The Chase Manhattan Bank, as
debt trustee (the "Debt Trustee"), (iii) shares of preferred stock,
par value $1.00 per share (the "Preferred Stock") of the Company to be
issued in one or more series, which may also be issued in the form of
depositary shares (the "Depositary Shares") evidenced by depositary
receipts (the "Receipts") pursuant to one or more deposit agreements
(each, a "Deposit Agreement") to be entered into between the Company
and a depositary to be named (the "Depositary") and (iv) shares of
common stock, par value $.01 per share (the "Common Stock"), of the
Company as may be issuable upon conversion of some or all of the
Preferred Stock (the "Offered Common Stock").
The Capital Securities of each Citigroup Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of
such Citigroup Trust (each, a "Declaration" and, collectively, the
"Declarations"), each such Declaration being among the Company, as
sponsor and as the issuer of the Junior Subordinated Debentures (as
defined therein) to be held by the Property Trustee (as defined below)
of such Citigroup Trust, Chase
<PAGE> 3
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 3
Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"),
The Chase Manhattan Bank, as property trustee (the "Property
Trustee"), and Todd Thomson, Irwin Ettinger and Stephanie B. Mudick,
as regular trustees (together, the "Regular Trustees").
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Registration Statement.
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the certificates of trust of each
of (A) Citigroup Capital VII, as filed with the Secretary of State of
the State of Delaware on May 14, 1997 and the amendment thereto as
filed with the Secretary of State of the State of Delaware on October
8, 1998, (B) Citigroup Capital VIII, as filed with the Secretary of
State of the State of Delaware on May 16, 1997 and the amendment
thereto as filed with the Secretary of State of the State of Delaware
on December 7, 1998, (C) Citigroup Capital IX, as filed with the
Secretary of State of the State of Delaware on December 7, 1998, (D)
Citigroup Capital X, as filed with the Secretary of State of the State
of Delaware on December 7, 1998, (E) Citigroup Capital XI, as filed
with the Secretary of State of the State of Delaware on December 7,
1998, (F) Citigroup Capital XII, as filed with the Secretary of State
of the State of Delaware on December 7, 1998 and (G) Citigroup Capital
XIII, as filed with the Secretary of State of the State of Delaware on
December 7, 1998 (collectively, the "Certificates of Trust"); (iii)
the Form of the Declaration of each of the Citigroup Trusts (including
the form of the designations of the terms of the Capital Securities of
such Citigroup Trust annexed thereto)(collectively, the
"Declarations"); (iv) the form of the Capital Securities of each of
the Citigroup Trusts; (v) the form of the capital securities guarantee
agreement (the "Capital Securities Guarantee"), to be entered into by
the Company and The Chase Manhattan Bank, as guarantee trustee (the
"Capital Securities Guarantee Trustee"); (vi) the form of the
<PAGE> 4
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 4
Junior Subordinated Debt Securities; (vii) the form of the Deposit
Agreement; (viii) an executed copy of the Indenture; (ix) the Restated
Certificate of Incorporation of the Company, as amended to date (the
"Certificate of Incorporation"); (x) the By-Laws of the Company, as
currently in effect (the "By-Laws"); (xi) drafts of certain
resolutions of the Board of Directors of the Company (the "Draft
Resolutions") relating to the issuance and sale of the Offered Debt
Securities (as defined below), the Capital Securities Guarantee, the
Preferred Stock, the Depositary Shares and the Offered Common Stock
and related matters and (xii) a specimen certificate evidencing the
Common Stock. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such
copies. In making our examination of executed documents or documents
to be executed, we have assumed that the parties thereto, other than
the Company and the Citigroup Trusts, had or will have the power,
corporate, trust or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by
such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have
assumed that the Declaration of each Citigroup Trust, the Capital
Securities of each Citigroup Trust, the Capital Securities Guarantee
and the Junior Subordinated Debt Securities will be executed in
substantially the form reviewed by us and that the terms of the
Offered Capital Securities (defined below), the Offered Debt
Securities (defined below), the Offered Preferred Stock (defined
below) and the Depositary Shares will have been established so as not
to violate, conflict with or constitute a default under (i) any
agreement or instrument to which the Company or any of the Citigroup
Trusts or their respective
<PAGE> 5
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 5
property is subject, (ii) any law, rule, or regulation to which the
Company or any of the Citigroup Trusts is subject, (iii) any judicial
or administrative order or decree of any governmental authority or
(iv) any consent, approval, license, authorization or validation of,
or filing, recording or registration with any governmental authority.
We have also assumed that (i) the stock certificates evidencing the
Preferred Stock to be issued will be in a form that complies with, and
the terms of such Preferred Stock will be duly established in
accordance with, the Delaware General Corporation Law (the "DGCL"),
and (ii) the stock certificate evidencing any Offered Common Stock
issued will conform to the specimen certificate examined by us and
will be duly executed and delivered. As to any facts material to the
opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and
representations of officers, trustees and other representatives of the
Company, the Citigroup Trusts and others.
Members of our firm are admitted to the bar in the States of
Delaware and New York, and we do not express any opinion as to the
laws of any other jurisdiction other than the laws of the United
States of America to the extent specifically referred to herein.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion
that:
1. With respect to the Capital Securities of each
Citigroup Trust to be offered pursuant to the Registration Statement
(the "Offered Capital Securities"), when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) an appropriate
prospectus with respect to the Offered Capital Securities has been
prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) the Declaration of
such Citigroup Trust has been duly executed and delivered by the
parties thereto; (iv) the terms of the Offered Capital Securities have
been established in accordance with the Declaration; (v) the Offered
Capital
<PAGE> 6
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 6
Securities have been issued, executed and authenticated in accordance
with the Declaration and delivered and paid for in the manner
contemplated in the Registration Statement or any prospectus relating
thereto; and (vi) if the Offered Capital Securities are to be sold
pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Capital Securities has been duly
authorized, executed and delivered by the applicable Citigroup Trust
and the other parties thereto, (1) the Offered Capital Securities will
be duly authorized for issuance and will be validly issued, fully paid
and nonassessable, representing undivided beneficial interests in the
assets of such Citigroup Trust and (2) the holders of the Offered
Capital Securities will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit
organized under the DGCL. We bring to your attention, however, that
the holders of the Offered Capital Securities may be obligated,
pursuant to the Declaration of such Citigroup Trust, to (i) provide
indemnity and/or security in connection with, and pay taxes or
governmental charges arising from, transfers of Offered Capital
Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Property Trustee of such
Citigroup Trust to exercise its rights and powers under the
Declaration of such Citigroup Trust.
2. With respect to the Capital Securities Guarantee,
when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the
Act; (ii) the Draft Resolutions have been adopted by the Board of
Directors of the Company; (iii) an appropriate prospectus with respect
to the Capital Securities Guarantee has been prepared, delivered and
filed in compliance with the Act and the applicable rules and
regulations thereunder; (iv) the Declaration of such Citigroup Trust
is duly executed and delivered by the parties thereto; (v) the terms
of the Offered Capital Securities have been established in accordance
with the Declaration; (vi) the Offered Capital Securities have been
issued and executed in accordance with the Declaration and paid for in
the manner contemplated in the Registration Statement or any
prospectus relating thereto; and (vii) if the Offered Capital
<PAGE> 7
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 7
Securities are to be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Capital
Securities Guarantee has been duly authorized, executed and delivered
by the applicable Citigroup Trust and the other parties thereto, the
Capital Securities Guarantee, when duly executed and delivered by the
parties thereto, will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except
to the extent that (a) enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and
(b) rights to indemnity and contribution thereunder may be limited by
applicable law or the public policy underlying such law.
3. With respect to any series of Junior Subordinated
Debt Securities (the "Offered Debt Securities"), when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus with respect to the
Offered Debt Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
thereunder; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and
terms of the Offered Debt Securities and related matters; (v) the
terms of the Offered Debt Securities have been established in
conformity with the Indenture; (vi) the Offered Debt Securities are
duly executed, delivered, authenticated and issued in accordance with
the Indenture and delivered and paid for in the manner contemplated in
the Registration Statement or any prospectus relating thereto; and
(vii) if the Offered Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with
respect to the Offered Debt Securities has been duly authorized,
executed and delivered by the parties thereto, the Offered
<PAGE> 8
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 8
Debt Securities will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
4. With respect to the shares of any series of
Preferred Stock (the "Offered Preferred Stock"), when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus supplement with respect
to the shares of the Offered Preferred Stock has been prepared,
delivered and filed in compliance with the Act and the applicable
rules and regulations thereunder; (iv) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly
established by all necessary corporate action in conformity with the
Company's Certificate of Incorporation, including the Certificate of
Designation relating to the Offered Preferred Stock, and the By-Laws
of the Company; (v) the filing of the Certificate of Designation with
the Secretary of State of the State of Delaware has duly occurred;
(vi) if the Offered Preferred Stock is to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with
respect to the shares of the Offered Preferred Stock has been duly
authorized, executed and delivered by the Company and the other
parties thereto; and (vii) certificates representing the shares of the
Offered Preferred Stock have been duly executed and delivered by the
proper officers of the Company to the purchasers thereof against
payment of the agreed-upon consideration therefor in the manner
contemplated in the Registration Statement or any prospectus
supplement or term sheet relating thereto, (1) the shares of the
Offered Preferred Stock, when issued and sold in accordance with the
applicable underwriting agreement or any other duly authorized,
executed and delivered applicable purchase agreement, will be
<PAGE> 9
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 9
duly authorized, validly issued, fully paid and nonassessable,
provided that the consideration therefor is not less than the par
value thereof; and (2) if the Offered Preferred Stock is convertible
into Offered Common Stock, the Offered Common Stock issuable upon
conversion of the Offered Preferred Stock will be duly authorized,
validly issued, fully paid and nonassessable, assuming the issuance of
the Offered Common Stock upon conversion of the Offered Preferred
Stock has been authorized by all necessary corporate action, that the
Offered Preferred Stock has been converted in accordance with the
terms of the Certificate of Designation and that the certificates
evidencing such shares of Offered Common Stock are duly executed and
delivered. In rendering the opinion set forth in clause (2) of this
paragraph 4, we have assumed that, at the time of issuance of any
Offered Common Stock upon conversion of the Offered Preferred Stock,
the Certificate of Incorporation, the By-Laws and the DGCL shall not
have been amended so as to affect the validity of such issuance.
5. With respect to any Depositary Shares representing
fractional interests in any Offered Preferred Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus supplement with respect
to the Depositary Shares has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
thereunder; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and
terms of the Depositary Shares and related matters, including the
adoption of the Certificate of Designation for the related Offered
Preferred Stock; (v) the filing of the Certificate of Designation with
the Secretary of State of the State of Delaware has duly occurred;
(vi) the Deposit Agreement has been duly executed and delivered; (vii)
the terms of the Depositary Shares and of their issuance and sale have
been duly established by all necessary corporate action in conformity
with the Deposit Agreement; (viii) the related Offered Preferred Stock
that is represented by
<PAGE> 10
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 10
Depositary Shares has been duly authorized, validly issued and
delivered to the Depositary for deposit in accordance with the laws of
the States of Delaware and New York; (ix) if the Depositary Shares are
to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Depositary Shares has been
duly authorized, executed and delivered by the Company and the other
parties thereto; and (x) the Receipts evidencing the Depositary Shares
are duly issued against the deposit of the Offered Preferred Stock in
accordance with the Deposit Agreement, such Receipts will be validly
issued and will entitle the holders thereof to the rights specified
therein and in the Deposit Agreement, subject to (i) the effects of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereinafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity).
There is no provision in the Certificate of Incorporation
which purports to restrict the surplus of the Company by reason of the
excess, if any, of the liquidation preference of the shares of
Preferred Stock over their par value. The applicable provisions of the
DGCL, 8 Del. C. Sections 154 and 170(a), which define capital and
surplus of a Delaware corporation available for the payment of
dividends, do not purport to restrict such surplus by reason of any
such excess. Moreover, we are not aware of any applicable provisions
of the Constitution of the State of Delaware nor any controlling
Delaware case law which would suggest that surplus would be restricted
by the excess of the liquidation preference over the par value of the
shares of Preferred Stock. Accordingly, while there are no authorities
specifically addressing this issue, it is our opinion that (i) there
should be no restriction upon the surplus of the Company available for
the payment of dividends on any outstanding capital stock of the
Company solely by reason of the fact that the liquidation preference
of any shares of any series of Preferred Stock exceeds the par value
of such shares and (ii) no remedy should be available to the holders
of any shares of any series of Preferred Stock before or after payment
of any dividend solely because such dividend
<PAGE> 11
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 11
would reduce the surplus of the Company to an amount less than the
amount of such excess, assuming that the payment of such dividend is
in accordance with the provisions of the DGCL, and of the Certificate
of Incorporation including the applicable Certificate of Designation.
<PAGE> 12
Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 12
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also hereby
consent to the use of our name under the heading "Legal Matters" in
each of the two prospectuses which forms a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable
law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Citigroup Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-3 ("Registration Statement") of Citigroup Inc., Citigroup
Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X,
Citigroup Capital XI, Citigroup Capital XII and Citigroup Capital XIII of our
report dated January 18, 2000, with respect to the consolidated statement of
financial position of Citigroup Inc. and subsidiaries ("Citigroup") as of
December 31, 1999 and 1998, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999, which report is included in the
annual report on Form 10-K of Citigroup Inc. for the year ended December 31,
1999 and to the reference to our firm under the heading "Experts" in the
Registration Statement. Our report 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.
/s/ KPMG LLP
New York, New York
May 26, 2000
<PAGE> 1
EXHIBIT 24.01
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ C. Michael Armstrong
--------------------------------------
(Signature)
<PAGE> 2
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Alain J.P. Belda
--------------------------------------
(Signature)
<PAGE> 3
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Kenneth J. Bialkin
--------------------------------------
(Signature)
<PAGE> 4
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Kenneth T. Derr
--------------------------------------
(Signature)
<PAGE> 5
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day of
April, 2000.
/s/ John M. Deutch
--------------------------------------
(Signature)
<PAGE> 6
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Ann Dibble Jordan
--------------------------------------
(Signature)
<PAGE> 7
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Reuben Mark
--------------------------------------
(Signature)
<PAGE> 8
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Michael T. Masin
--------------------------------------
(Signature)
<PAGE> 9
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Dudley C. Mecum
--------------------------------------
(Signature)
<PAGE> 10
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Richard D. Parsons
--------------------------------------
(Signature)
<PAGE> 11
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Andrall E. Pearson
--------------------------------------
(Signature)
<PAGE> 12
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Franklin A. Thomas
--------------------------------------
(Signature)
<PAGE> 13
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Edgar S. Woolard, Jr.
--------------------------------------
(Signature)
<PAGE> 14
POWER OF ATTORNEY
(FORM S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Sanford I. Weill, Robert E. Rubin, Charles O. Prince, III and Todd Thomson, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day of
May, 2000.
/s/ Arthur Zankel
--------------------------------------
(Signature)
<PAGE> 1
EXHIBIT 25.01
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
----------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------
CITIGROUP INC.
(Exact name of obligor as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
153 East 53rd Street
New York, New York 10043
(Address of principal executive offices) (Zip code)
----------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS
TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of May, 2000.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
-------------------------------
Name: MARY LAGUMINA
Title: VICE PRESIDENT
<PAGE> 4
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ...... $ 3,247,576
Interest-bearing balances ............................... 6,207,543
Securities:
Held-to-maturity securities ............................. 827,248
Available-for-sale securities ........................... 5,092,464
Federal funds sold and Securities purchased under
agreements to resell .................................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............37,734,000
LESS: Allowance for loan and
lease losses............575,224
LESS: Allocated transfer risk
reserve..................13,278
Loans and leases, net of unearned income,
allowance, and reserve ................................ 37,145,498
Trading Assets ............................................. 8,573,870
Premises and fixed assets (including capitalized
leases) ................................................. 723,214
Other real estate owned .................................... 10,962
Investments in unconsolidated subsidiaries and
associated companies .................................... 215,006
Customers' liability to this bank on acceptances
outstanding ............................................. 682,590
Intangible assets .......................................... 1,219,736
Other assets ............................................... 2,542,157
------------
Total assets ............................................... $ 71,794,790
============
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits:
In domestic offices ..................................... $ 27,551,017
Noninterest-bearing......................11,354,172
Interest-bearing.........................16,196,845
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................ 27,950,004
Noninterest-bearing.........................639,410
Interest-bearing.........................27,310,594
Federal funds purchased and Securities sold under
agreements to repurchase ................................ 1,349,708
Demand notes issued to the U.S.Treasury .................... 300,000
Trading liabilities ........................................ 2,339,554
Other borrowed money:
With remaining maturity of one year or less ............. 638,106
With remaining maturity of more than one year
through three years ................................... 449
With remaining maturity of more than three years ........ 31,080
Bank's liability on acceptances executed and
outstanding ............................................. 684,185
Subordinated notes and debentures .......................... 1,552,000
Other liabilities .......................................... 3,704,252
------------
Total liabilities .......................................... 66,100,355
============
EQUITY CAPITAL
Common stock ............................................... 1,135,284
Surplus .................................................... 866,947
Undivided profits and capital reserves ..................... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities ........................... (44,599)
Cumulative foreign currency translation adjustments ........ (29,097)
------------
Total equity capital ....................................... 5,694,435
------------
Total liabilities and equity capital ....................... $ 71,794,790
============
</TABLE>
<PAGE> 6
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi ]
Alan R. Griffith ] Directors
Gerald L. Hassell ]
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25.02
- -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE TRUST COMPANY, N.A.
ONE NORTH STATE STREET, 9TH FLOOR
CHICAGO, ILLINOIS 60602
ATTN: SANDRA L. CARUBA, VICE PRESIDENT AND SENIOR COUNSEL, (312) 336-9436
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------
CITIGROUP INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1568099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
153 EAST 53RD STREET 10043
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee
now in effect.*
2. A copy of the certificate of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section
321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
<PAGE> 3
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a
national banking association organized and existing under the laws of
the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 17th day of May, 2000.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
BY /s/ SANDRA L. CARUBA
SANDRA L. CARUBA
VICE PRESIDENT
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company,
National Association, filed as Exhibit 25 to the Registration Statement on Form
S-4 of U S WEST Communications, Inc., filed with the Securities and Exchange
Commission on March 24, 2000 (Registration No. 333-32124).
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
May 17, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between
Citigroup, Inc. and Bank One Trust Company, National Association, as
Trustee, the undersigned, in accordance with Section 321(b) of the
Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by
such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY: /s/ SANDRA L. CARUBA
SANDRA L. CARUBA
Vice President
<PAGE> 5
EXHIBIT 7
<TABLE>
<S> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page
RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR MARCH 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
RCON BIL MIL THOU
---------------------------
<S> <C> <C> <C>
BIL MIL THOU C300
ASSETS ------------ ----
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin(1).................... 0081 48,450 1.a
b. Interest-bearing balances(2)............................................. 0071 17,750 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............. 1773 5,714 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 396,644 3.
4. Loans and lease financing receivables: RCON
----
a. Loans and leases, net of unearned income (from Schedule RC-C)............ 2122 87,817 4.a
b. LESS: Allowance for loan and lease losses................................ 3123 10 4.b
c. LESS: Allocated transfer risk reserve.................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCON
----
reserve (item 4.a minus 4.b and 4.c)..................................... 2125 87,807 4.d
5. Trading assets (from Schedule RD-D)..................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 25,200 6.
7. Other real estate owned (from Schedule RC-M)............................ 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).......................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 0 9.
10. Intangible assets (from Schedule RC-M).................................. 2143 26,345 10.
11. Other assets (from Schedule RC-F)....................................... 2160 176,297 11.
12. Total assets (sum of items 1 through 11)................................ 2170 784,207 12.
</TABLE>
- -----------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 6
- -
<TABLE>
<S> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page
RC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits: RCON BIL MIL THOU C300
---- ------------ ----
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................................... 2200 567,764 13.a
(1) Noninterest-bearing(1)................................................ 6631 506,455 13.a1
(2) Interest-bearing...................................................... 6636 61,309 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II)...................................................
(1) Noninterest bearing...................................................
(2) Interest-bearing......................................................
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury.................................. RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule RC-D).................................. RCFD 3548 0 15.b
16. Other borrowed money: RCON
a. With original maturity of one year or less................................ 2332 0 16.a
b. With original maturity of more than one year............................. A547 0 16.b
c. With original maturity of more than three years .......................... A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding 2920 0 18.
19. Subordinated notes and debentures............................................ 3200 0 19.
20. Other liabilities (from Schedule RC-G)....................................... 2930 83,885 20.
21. Total liabilities (sum of items 13 through 20)............................... 2948 651,649 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................ 3838 0 23.
24. Common stock................................................................. 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 45,157 25.
26. a. Undivided profits and capital reserves.................................... 3632 86,585 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities.... 8434 16 26.b
c. Accumulated net gains (losses) on cash flow hedges........................ 4336 0 26.c
27. Cumulative foreign currency translation adjustments..........................
28. Total equity capital (sum of items 23 through 27)............................ 3210 132,558 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)........................................ 3300 784,207 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1996 ....................................RCFD 6724 ......Number
N/A M.1.
<TABLE>
<S> <C>
1 = Independent audit of the bank 4. = Directors' examination of the bank
conducted in accordance with performed by other external auditors
generally accepted auditing (may be required by state chartering
standards by a certified public authority)
accounting firm which submits a 5 = Review of the bank's financial
report on the bank statements by external auditors
2 = Independent audit of the bank's 6 = Copilation of the bank's financial
parent holding company conducted in statements by external auditors
accordance with generally accepted
auditing standards by a certified 7 = Other audit procedures (excluding tax
public accounting firm which submits a preparation work
report on the consolidated holding
company (but not on the bank 8 = No external audit work
separately)
3 = Directors' examination of the bank
conducted in accordance with
generally accepted auditing
standards by a certified public
accounting firm (may be required by
state chartering authority)
- ------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
</TABLE>
<PAGE> 1
EXHIBIT 25.03
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL VII
(Exact name of obligor as specified in its charter)
DELAWARE 06-6446486
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.04
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL VIII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532080
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.05
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL IX
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532083
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.06
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL X
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532084
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.07
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XI
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532087
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.08
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532088
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.09
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XIII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532089
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
---------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
Exhibit 25.10
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 52-1568099
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
----------------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25.11
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL VII
(Exact name of obligor as specified in its charter)
DELAWARE 06-6446486
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.12
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL VIII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532080
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.13
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL IX
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532083
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.14
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL X
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532084
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.15
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XI
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532087
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.16
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532088
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
--------------
TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
<PAGE> 1
EXHIBIT 25.17
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CITIGROUP CAPITAL XIII
(Exact name of obligor as specified in its charter)
DELAWARE 06-1532089
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
153 EAST 53RD STREET
NEW YORK, NEW YORK 10043
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
GUARANTEE OF CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25th day of May, 2000.
THE CHASE MANHATTAN BANK
By /s/ Robert S. Peschler
-------------------------------------
Robert S. Peschler, Assistant Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................................... $ 13,271
Interest-bearing balances .............................................. 30,165
Securities: ................................................................
Held to maturity securities.................................................. 724
Available for sale securities................................................ 54,770
Federal funds sold and securities purchased under
agreements to resell ................................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ............... 0
--------------
Loans and leases, net of unearned income,
allowance, and reserve ................................................. 130,560
Trading Assets .............................................................. 53,619
Premises and fixed assets (including capitalized
leases)................................................................. 3,359
Other real estate owned ..................................................... 29
Investments in unconsolidated subsidiaries and
associated companies.................................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................................ 608
Intangible assets ........................................................... 3,659
Other assets ................................................................ 14,554
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TOTAL ASSETS ................................................................ $ 332,198
==============
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices .................................................... $ 102,421
Noninterest-bearing ......................................... $41,580
Interest-bearing ............................................ 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................. 108,233
Noninterest-bearing .............................................$ 6,061
Interest-bearing ........................................... 102,172
Federal funds purchased and securities sold under agreements to repurchase .. 47,425
Demand notes issued to the U.S. Treasury .................................... 100
Trading liabilities ......................................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 3,964
With a remaining maturity of more than one year through three years... 14
With a remaining maturity of more than three years.................... 99
Bank's liability on acceptances executed and outstanding 608
Subordinated notes and debentures ........................................... 5,430
Other liabilities ........................................................... 11,886
TOTAL LIABILITIES ........................................................... 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 11,066
Undivided profits and capital reserves ...................................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ (1,277)
Accumulated net gains (losses) on cash flow hedges........................... 0
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 18,392
---------------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 332,198
===============
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
