<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KEMET Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
488360108
--------------------------------------------
(CUSIP Number)
Paul C. Schorr IV Copy to:
Citicorp Venture Capital, Ltd. H. Kurt von Moltke
399 Park Avenue Kirkland & Ellis
New York, New York 10043 200 East Randolph Drive
(212) 559-0965 Chicago, Illinois 60601
(312) 861-2295
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 32
<PAGE>
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CUSIP No. 488360108 13D Page 2 of 32 Pages
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Citicorp Venture Capital, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-2598089
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,213,910 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,213,910 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.6% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 488360108 13D Page 3 of 32 Pages
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Citibank, N.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-52266470
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,213,910 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.6% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 488360108 13D Page 4 of 32 Pages
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Citicorp
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1515595
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,213,910 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.6% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 488360108 13D Page 5 of 32 Pages
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Citigroup Holdings Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1551348
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,213,910 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,213,910 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.6% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 488360108 13D Page 6 of 32 Pages
- ----------------------- ----------------------
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NAME OF REPORTING PERSON
1
Citigroup Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 52-1568099
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,636,045 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,636,045 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,636,045 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 488360108 13D Page 7 of 32 Pages
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NAME OF REPORTING PERSON
1
Citigroup Foundation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-3781879
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 to Schedule 13 (this "Amendment") amends and
restates the Schedule 13, dated October 28, 1992 (the "Schedule 13D"), filed by
Citicorp Venture Capital, Ltd., Citibank, N.A. and Citicorp, as amended by
Amendment No. 1 thereto dated June 29, 1995.
Item 1. Security and Issuer
This Amendment relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of KEMET Corporation, a Delaware corporation (the
"Company").
The address of the Company's principal executive offices is 2835 KEMET
Way, Simpsonville, South Carolina 29681.
Item 2. Identity and Background
(a) - (c) This Amendment is being jointly filed by each of the
following persons pursuant to Rule 13d-(1)(f) promulgated by the Securities and
Exchange Commission pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Act"): (i) Citicorp Venture Capital, Ltd. ("CVC"), (ii)
Citibank, N.A. ("Citibank"), (iii) Citicorp, (iv) Citigroup Holdings Company
("Citigroup Holdings"), (v) Citigroup Inc. ("Citigroup") and (vi) Citigroup
Foundation ("Foundation") (collectively, the "Reporting Persons," and each a
"Reporting Person").
CVC is a New York corporation. The address of its principal business
office is 399 Park Avenue, New York, New York 10043. CVC is principally engaged
in the business of venture capital investment.
Citibank is a national banking association and is the sole stockholder
of CVC. The address of its principal business office is 399 Park Avenue, New
York, New York 10043. Citibank is a member of the Federal Reserve System and the
Federal Deposit Insurance Corp.
Citicorp is a Delaware corporation and is the sole stockholder of
Citibank. Citicorp is a U.S. bank holding company. The address of its principal
business office is 399 Park Avenue, New York, New York 10043.
Citigroup Holdings is a Delaware corporation and is the sole
stockholder of Citicorp. Citigroup Holdings is a holding company. The address of
its principal business office is One Rodney Square, Wilmington, Delaware 19899.
Citigroup is a Delaware corporation and is the sole stockholder of
Citigroup Holdings. The address of its principal business office is 153 East
53rd Street, New York, New York 10022. Citigroup is a diversified holding
company whose businesses provide a broad range of financial services to consumer
and corporate customers around the world. Citigroup's activities are conducted
through its Global Consumer Bank, Global Corporate Bank, Asset Management and
Investment Activities segments.
Page 8 of 32
<PAGE>
Foundation is a Delaware not-for-profit corporation. The address of
its principal business office is 153 East 53rd Street, 3/rd/ Floor, New York,
New York 10043. Foundation is a private charitable foundation.
The following information with respect to each executive officer and
director of each Reporting Person is set forth in Schedules A through F hereto:
(i) name, (ii) business address, (iii) present principal occupation or
employment and the name of any corporation or other organization in which such
employment is conducted, together with the principal business and address of any
such corporation or organization other than the Reporting Persons for which such
information is set forth above.
(d) - (f) During the last five years, none of the Reporting Persons
or, to the best of the knowledge of the Reporting Persons, any of the persons
listed on Schedules A through F hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws. The citizenship of each of the
individuals identified pursuant to paragraphs (a) through (c) is identified on
Schedules A through F hereto.
A joint filing agreement of the Reporting Persons is attached hereto
as Exhibit H.
Foundation expressly disclaims that it has agreed to act as a "group"
with any other Reporting Person for purposes of Section 13(d)(3) of the Act.
Item 3. Source And Amount of Funds or Other Consideration
On December 21, 1990, CVC acquired 3,516,081 shares of Common Stock at
a price of $.95 per share, for a total purchase price of $3,348,649. The source
of such funds was internal capital.
On December 31, 1991, CVC acquired 42,568 shares of Common Stock in
return for the cancellation of the Company's obligation to reimburse CVC for
certain expenses which CVC incurred in connection with its initial acquisition
of Common Stock on December 21, 1990 and which the Company had agreed to
reimburse. Pursuant to an agreement entered into by CVC and the Company at the
time of such initial acquisition, CVC's price for such Common Stock was deemed
to be $.95 per share.
On June 15, 1992, CVC exchanged 853,133 shares of Common Stock for
853,133 shares of the Company's Non-Voting Common Stock, par value $.01 per
share (the "Non-Voting Common Stock"). The Common Stock and the Non-Voting
Common Stock are identical in all respects except that the Non-Voting Common
Stock is not entitled to vote. Non-Voting Common Stock is
Page 9 of 32
<PAGE>
convertible on a share-for-share basis into Common Stock. On October 28, 1992,
CVC exchanged an additional 396,867 shares of Common Stock for 396,867 shares of
Non-Voting Common Stock.
On October 28, 1992, pursuant to the terms of a Recapitalization
Agreement, dated as of June 15, 1992, by and among the Company, CVC and certain
other holders of the Company's securities (the "Recapitalization Agreement"),
CVC exchanged $11,650,000 aggregate principal amount of the Company's 11.515%
Senior Promissory Notes due June 21, 2001 (the "Senior Notes"), together with
all accrued and unpaid interest thereon, $5,651,351 aggregate principal amount
of the Company's 13% Junior Promissory Notes due June 21, 2001 (the "Junior
Notes"), together with all accrued and unpaid interest thereon, and 2,094.59
shares of the Company's 12% Cumulative Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), together with all accrued and unpaid dividends
thereon, for an aggregate of 2,155,259 shares of Non-Voting Common Stock.
Pursuant to the Recapitalization Agreement, the Company's Senior Notes and
Junior Notes were exchanged for a number of shares of Common Stock or, at the
option of the holders thereof, Non-Voting Common Stock, equal to the quotient
determined by dividing the principal amount of the Senior Notes and Junior Notes
to be exchanged, together with all accrued and unpaid interest thereon, by
$10.00, and the Company's Preferred Stock was exchanged for a number of shares
of Common Stock or, at the option of the holders thereof, Non-Voting Common
Stock, equal to the quotient determined by dividing the liquidation preference
of the Preferred Stock to be exchanged, together with all accrued and unpaid
dividends thereon, by $10.00. A copy of the Recapitalization Agreement was filed
by the Company with the Securities and Exchange Commission on August 27, 1992 as
an exhibit to Amendment No. 3 to the Company's Registration Statement on Form S-
1 (Registration No. 33-48056).
On June 29, 1995, CVC entered into a U.S. Purchase Agreement and an
International Purchase Agreement (collectively, the "1995 Purchase Agreements")
with certain underwriters pursuant to which CVC agreed to sell 2,856,954 shares
of Common Stock beneficially owned by CVC, all of which were shares of Non-
Voting Common Stock to be converted into shares of Common Stock prior to the
offering of such shares for sale. Pursuant to the 1995 Purchase Agreements,
2,500,000 of such shares were sold by CVC on July 6, 1995, and 356,954 of such
shares were sold by CVC on July 11, 1995. Copies of the 1995 Purchase Agreements
were filed by the Company with the Securities and Exchange Commission on June
26, 1995 as exhibits to Amendment No. 1 to the Company's Registration Statement
on Form S-3 (Registration No. 33-93092).
On September 21, 1995, the Company effected a 2-for-1 split of the
Common Stock and Non-Voting Common Stock.
On January 12, 2000, CVC exchanged 1,096,610 shares of Non-Voting
Common Stock for 1,096,610 shares of Common Stock and transferred 2,500,000
shares of Common Stock to Foundation by gift. On January 13, 2000, Foundation
entered into a Purchase Agreement (the "2000 Purchase Agreement") with the
Company and certain underwriters pursuant to which Foundation agreed to sell
2,500,000 shares of Common Stock beneficially owned by Foundation. Pursuant to
Page 10 of 32
<PAGE>
the 2000 Purchase Agreement, such 2,500,000 shares were sold by Foundation on
January 20, 2000. A copy of the 2000 Purchase Agreement was filed by the Company
with the Securities and Exchange Commission as an exhibit to Amendment No. 2 to
Registration Statement on Form S-3 (Registration No. 333-92963).
Item 4. Purpose of Transaction
CVC acquired the Common Stock and Non-Voting Common Stock for
investment purposes. As of the date of this Amendment, CVC is the beneficial
owner of 3,213,910 shares of Common Stock (see Item 5). Depending on market
conditions and other factors (including evaluation of the Company's businesses
and prospects, availability of funds, alternative uses of funds and general
economic conditions), CVC may from time to time purchase additional securities
of the Company or dispose of all or a portion of its investment in the Company.
The Company, CVC and certain other stockholders of the Company were
parties to a Voting Agreement, dated as of June 15, 1992 and amended as of
September 29, 1992 (the "Voting Agreement"), which provided, among other things,
for the nomination of and voting for up to seven directors to the Company's
Board of Directors (the "Board"). The Voting Agreement terminated as a result of
the transfer of 2,500,000 shares of Common Stock by gift to the Foundation on
January 12, 2000 and the subsequent sale by the Foundation of those 2,500,000
shares to certain underwriters pursuant to the 2000 Purchase Agreement. A copy
of the Voting Agreement was filed by the Company with the Securities and
Exchange Commission on August 27, 1992 as an exhibit to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (Registration No. 33-48056). A copy
of Amendment No. 1 to the Voting Agreement was filed by the Company with the
Securities and Exchange Commission on October 13, 1992 as an exhibit to
Amendment No. 5 to the Company's Registration Statement on Form S-1
(Registration No. 33-48056).
Pursuant to a Registration Agreement, dated as of December 21, 1990,
by and among the Company, CVC and certain other stockholders of the Company (the
"Registration Agreement"), CVC and certain other stockholders of the Company
were granted certain registration rights with respect to their shares of Common
Stock and Non-Voting Common Stock. A copy of the Registration Agreement was
filed by the Company with the Securities and Exchange Commission on May 21, 1992
as an exhibit to the Company's Registration Statement on Form S-1 (Registration
No. 33-48056).
On January 12, 2000, CVC transferred 2,500,000 shares of Common Stock
to Foundation by gift. On January 13, 2000, Foundation entered into the 2000
Purchase Agreement with the Company and certain underwriters pursuant to which
Foundation agreed to sell the 2,500,000 shares of Common Stock beneficially
owned by Foundation. Pursuant to the 2000 Purchase Agreement, such 2,500,000
shares were sold by Foundation on January 20, 2000.
Pursuant to the 2000 Purchase Agreement, the Company and its
directors, executive officers and certain stockholders (including CVC) agreed
that, subject to certain exceptions, they will
Page 11 of 32
<PAGE>
not, directly or indirectly, sell, offer to sell, grant any option for the sale
of, or otherwise dispose of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, or warrants to
purchase such Common Stock owned by the Company or with respect to which the
Company has the power of disposition, for a period of 90 days from the date of
the 2000 Purchase Agreement. A detailed description of the restrictions on
transfer referenced above is included in the 2000 Purchase Agreement.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any of the persons named in Schedules A
through F to this Statement, has formulated any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g) any
changes in the Company's charter or by-laws or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange;
(i) causing a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) CVC beneficially owns 3,213,910 shares of Common Stock as to
which CVC has the sole power to vote and the sole power to dispose, representing
approximately 7.6% of the Company's Common Stock.
Each of Citibank, Citicorp and Citigroup Holdings, exclusively through
their holding company structure, also beneficially owns the same 3,213,910
shares of Common Stock held by CVC. The aggregate number of shares held through
the holding company structure represents approximately 7.6% of the outstanding
shares of the Company's Common Stock, as to which each of Citibank, Citicorp and
Citigroup Holdings has shared power to vote and shared power to dispose.
Citigroup, through its direct and indirect subsidiaries, beneficially
owns 3,636,045 shares of Common Stock (as of January 12, 2000). The aggregate
number of shares held through Citigroup's direct and indirect subsidiaries
represents approximately 8.6% of the outstanding shares of the Company's Common
Stock, as to which Citigroup has shared power to vote and shared power to
dispose.
Foundation beneficially owns no shares of the Company's Common Stock.
Page 12 of 32
<PAGE>
Except as expressly set forth in this Item 5, (i) none of the
Reporting Persons beneficially owns any shares of capital stock of the Company
and (ii) the filing of this Amendment by CVC, Citibank, Citicorp, Citigroup
Holdings, Citigroup and Foundation shall not be construed as an admission that
either CVC, Citibank, Citicorp, Citigroup Holdings, Citigroup or Foundation is,
for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by this Amendment.
The percentages calculated in this Item 5 are based upon 42,465,742
shares of Common Stock outstanding as of November 30, 1999 (as adjusted for the
issuance by the Company of 3,250,000 shares of Common Stock on January 13,
2000), as disclosed in the Company's Prospectus dated January 13, 2000.
(c) Except for (i) the exchange by CVC on January 12, 2000 of
1,096,610 shares of Non-Voting Common Stock for 1,096,610 shares of Common
Stock, (ii) the transfer by CVC on January 12, 2000 of 2,500,000 shares of
Common Stock to Foundation by gift and (iii) the consummation of the
transactions contemplated by the 2000 Purchase Agreement as described in Item 3,
pursuant to which Foundation sold such 2,500,000 shares of Common Stock at a
price of $46.00 per share, neither the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons named in Schedules A
through F hereto, has effected a transaction in shares of Common Stock during
the past 60 days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock covered hereby, except with respect to the
additional 422,135 shares of Common Stock beneficially owned by Citigroup (as of
January 12, 2000) through direct and indirect subsidiaries of Citigroup (other
than CVC, Citibank, Citicorp and Citigroup Holdings).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings and Relationships With Respect
to Securities of the Issuer
Except as set forth in Items 3, 4 and 5, to the best knowledge of the
Reporting Persons, no contracts, arrangements, understandings or relationships
(legal or otherwise) exist among the persons named in Item 2 or between such
persons and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
Page 13 of 32
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit A - Recapitalization Agreement, dated as of June 15, 1992, by
and among KEMET Corporation and the Persons listed on the
Schedule of Existing Security Holders attached thereto
(incorporated as an exhibit hereto by reference to Exhibit
10.8 to Amendment No. 3 to the Registration Statement on
Form S-1 filed by KEMET Corporation with the Securities
and Exchange Commission on August 27, 1992 (Registration
No. 33-48056)).
Exhibit B - U.S. Purchase Agreement, dated as of June 29, 1995, by and
among KEMET Corporation, Citicorp Venture Capital, Ltd.,
Merrill Lynch & Co., and the other parties listed on the
signature pages thereto (incorporated as an exhibit hereto
by reference to Exhibit 1.1 to Amendment No. 1 to
Registration Statement on Form S-3 filed by KEMET
Corporation with the Securities and Exchange Commission on
June 26, 1995 (Registration No. 33-93092)).
Exhibit C - International Purchase Agreement, dated as of June 29,
1995, by and among KEMET Corporation, Citicorp Venture
Capital, Ltd., Merrill Lynch & Co., and the other parties
listed on the signature pages thereto (incorporated as an
exhibit hereto by reference to Exhibit 1.2 to Amendment
No. 1 to Registration Statement on Form S-3 filed by KEMET
Corporation with the Securities and Exchange Commission on
June 26, 1995 (Registration No. 33-93092)).
Exhibit D - Purchase Agreement, dated as of January 13, 2000, by and
among KEMET Corporation, Citigroup Foundation, Merrill
Lynch & Co., and the other parties listed on the signature
pages thereto (incorporated as an exhibit hereto by
reference to Exhibit 1.1 to Amendment No. 2 to
Registration Statement on Form S-3 filed by KEMET
Corporation with the Securities and Exchange Commission on
January 11, 2000 (Registration No. 333-92963)).
Exhibit E - Voting Agreement, dated as of June 15, 1992, by and among
KEMET Corporation, each of the investors listed on the
Schedule of Investors attached thereto and each of the
executives listed on the Schedule of Executives attached
thereto (incorporated as an exhibit hereto by reference
Exhibit 10.9 to Amendment No. 3 to the Registration
Statement on Form S-1 filed by KEMET Corporation with the
Securities and Exchange Commission on August 27, 1992
(Registration No. 33-48056)).
Page 14 of 32
<PAGE>
Exhibit F - Amendment No. 1 to Voting Agreement, dated as of September
29, 1992, by and among KEMET Corporation, each of the
investors listed on the Schedule of Investors attached
thereto (incorporated as an exhibit hereto by reference to
Exhibit 10.9.1 to Amendment No. 5 to the Registration
Statement on Form S-1 filed by KEMET Corporation with the
Securities and Exchange Commission on October 13, 1992
(Registration No. 33-48056)).
Exhibit G - Registration Agreement, dated as of December 21, 1990, by
and among KEMET Corporation, each of the investors listed
on the Schedule of Investors attached thereto and each of
the executives listed on the Schedule of Executives
attached thereto (incorporated as an exhibit hereto by
reference to Exhibit 10.3 to the Registration Statement on
Form S-1 filed by KEMET Corporation with the Securities
and Exchange Commission on May 21, 1992 (Registration No.
33-48056)).
Exhibit H - Joint Filing Agreement, dated as of January 26, 2000, by
and among Citicorp Venture Capital, Ltd., Citibank, N.A.,
Citicorp, Citigroup Holdings Company, Citigroup, Inc. and
Citigroup Foundation.
Page 15 of 32
<PAGE>
Signatures
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned, as to themselves only, certify that the information set forth
in this statement is true, complete and correct.
Dated: January 26, 2000
CITICORP VENTURE CAPITAL, LTD.
By: /s/ William T. Comfort
--------------------------
Name: William T. Comfort
Title: Chairman & Director
CITIBANK, N.A.
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITICORP
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP, INC.
By: /s/ Joan Caridi
--------------------------
Name: Joan Caridi
Title: Assistant Secretary
CITIGROUP FOUNDATION
By: /s/ Alan Okada
--------------------------
Name: Alan Okada
Title: Treasurer
Page 16 of 32
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP VENTURE CAPITAL, LTD.
Unless otherwise indicated, each individual is a United States citizen. If
no address is given, the director's or executive officer's business address is
399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to such individual's
position with Citicorp Venture Capital, Ltd.
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
William T. Comfort Chairman and Director
Director
Ann M. Goodbody Director
Director
Thomas E. Jones Director
Director
Marc Weill Director
Director
Michael T. Bradley Vice President
Executive Officer
Richard M. Castin President
Executive Officer
Lauren M. Connelly Vice President and Secretary
Executive Officer
Charles E. Corpening Vice President
Executive Officer
Michael A. Delaney Vice President
Executive Officer
Ian D. Highet Vice President
Executive Officer
David Y. Howe Vice President
Executive Officer
Byron L. Knief Senior Vice President
Executive Officer
</TABLE>
Page 17 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Richard E. Mayberry Vice President
Executive Officer
Thomas F. McWilliams Vice President
Executive Officer
M. Saleem Muqaddam Vice President
Executive Officer
Thomas H. Sanders Vice President
Executive Officer
Paul C. Schorr IV Vice President
Executive Officer
Helene B. Shavin Vice President and Assistant Secretary
Executive Officer
Joseph M. Silvestri Vice President
Executive Officer
David F. Thomas Vice President
Executive Officer
James A. Urry Vice President
Executive Officer
John D. Weber Vice President
Executive Officer
</TABLE>
Page 18 of 32
<PAGE>
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIBANK, N.A.
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Paul J. Collins Vice Chairman
Director Citigroup Inc.
United States 153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
Robert I. Lipp Chairman & CEO
Director Global Consumer Business
United States Citigroup Inc.
153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
Victor J. Menezes Co-Chief Executive Officer
Director and Executive Officer Global Corporate and Investment Bank
India Citigroup Inc.
399 Park Avenue, 2/nd/ fl
New York, NY 10043
John S. Reed Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
William R. Rhodes Vice Chairman
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue, 2/nd/ fl
New York, NY 10043
H. Onno Ruding Vice Chairman
Director and Executive Officer Citicorp/Citibank, N.A.
Netherlands 399 Park Avenue, 2/nd/ fl
New York, NY 10043
Edward D. Horowitz Corporate Executive Vice President
Executive Officer Citicorp/Citibank, N.A.
United States 153 East 53/rd/ Street, 4/th/ fl
New York, NY 10043
</TABLE>
Page 19 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Michael A. Ross Senior Vice President and General Counsel
Executive Officer Citicorp/Citibank, N.A.
United States 153 East 53/rd/ Street, 3/rd/ fl
New York, NY 10043
</TABLE>
Page 20 of 32
<PAGE>
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF
CITICORP
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Paul J. Collins Vice Chairman
Director Citigroup Inc.
United States 153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
Robert I. Lipp Chairman & CEO
Director Global Consumer Business
United States Citigroup Inc.
153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
Victor J. Menezes Co-Chief Executive Officer
Director and Executive Officer Global Corporate and Investment Bank
India Citigroup Inc.
399 Park Avenue, 2/nd/ fl
New York, NY 10043
John S. Reed Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
William R. Rhodes Vice Chairman
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue, 2/nd/ fl
New York, NY 10043
H. Onno Ruding Vice Chairman
Director and Executive Officer Citicorp/Citibank, N.A.
Netherlands 399 Park Avenue, 2/nd/ fl
New York, NY 10043
Edward D. Horowitz Corporate Executive Vice President
Executive Officer Citicorp/Citibank, N.A.
United States 153 East 53/rd/ St., 4/th/ fl
New York, NY 10043
</TABLE>
Page 21 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Michael A. Ross Senior Vice President and General Counsel
Executive Officer Citicorp/Citibank, N.A.
United States 153 East 53/rd/ St., 3/rd/ fl
New York, NY 10043
</TABLE>
Page 22 of 32
<PAGE>
SCHEDULE D
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP HOLDINGS COMPANY
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Paul J. Collins Vice Chairman
Director Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
Robert I. Lipp Chairman & CEO
Director Global Consumer Business
United States Citigroup Inc.
153 East 53rd St., 4th Fl
New York, NY 10043
Victor J. Menezes Co-Chief Executive Officer
Director Global Corporate and Investment Bank
India Citigroup Inc.
399 Park Avenue, 2nd Fl
New York, NY 10043
John S. Reed Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
William R. Rhodes Vice Chairman
Director Citigroup Inc.
United States 399 Park Avenue, 2nd Fl
New York, NY 10043
H. Onno Ruding Vice Chairman
Director Citicorp/Citibank, N.A.
Netherlands 399 Park Avenue, 2nd Fl
New York, NY 10043
Sanford I. Weill Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
</TABLE>
Page 23 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Heidi G. Miller Chief Financial Officer
Executive Officer Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
</TABLE>
Page 24 of 32
<PAGE>
SCHEDULE E
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP INC.
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
C. Michael Armstrong Chairman & Chief Executive Officer
Director AT&T Corporation
United States 295 North Maple Avenue, Room 4353L
Basking Ridge, NJ 07920
Alain J.P. Belda President & Chief Executive Officer
Director Alcoa Inc.
Brazil 201 Isabella Street, Floor 6J12
Pittsburgh, PA 15212-5858
Kenneth J. Bialkin Partner
Director Skadden, Arps, Slate, Meagher & Flom
United States 919 Third Avenue
New York, NY 10022
Kenneth T. Derr Chairman & Chief Executive Officer
Director Chevron Corporation
United States 575 Market Street, 40th Fl
San Francisco, CA 94105
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
United States 77 Massachusetts Avenue, Room 6-208
Cambridge, MA 02139
The Honorable Gerald R. Ford Former President of the United States
Honorary Director 40365 Sand Dune Road
United States Rancho Mirage, CA 92270
Ann Dibble Jordan Consultant
Director 2940 Benton Place, N.W.
United States Washington, D.C. 20008-2718
Rueben Mark Chairman and Chief Executive Officer
Director Colgate-Pamolive Company
United States 300 Park Avenue
New York, NY 10022-7499
</TABLE>
Page 25 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ---------------------------- -------------------------------------------
<S> <C>
Michael T. Masin Vice Chairman and President - International
Director GTE Corporation
United States 1255 Corporate Drive
Mail Code SVC06C30
Irving, TX 75038
Dudley C. Mecum Managing Director
Director Capricon Management
United States 30 East Elm Street
Greenwich, CT 06830
Richard D. Parsons President
Director Time Warner Inc.
United States 75 Rockefeller Plaza, 29th Fl
New York, NY 10019
Andrall E. Pearson Chairman & Chief Executive Officer
Director TRICON Global Restaurants, Inc.
United States 660 Steamboat Road
Greenwich, CT 06830
John S. Reed Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Robert E. Rubin Member of the Office of the Chairman
Director and Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Robert B. Shapiro Chairman and Chief Executive Officer
Director Monsanto Company
United States 800 North Lindbergh Boulevard
Mail Zone D1S
St. Louis, MO 63167
Franklin A. Thomas Former President
Director The Ford Foundation
United States 595 Madison Avenue, 33rd Fl
New York, NY 10022
</TABLE>
Page 26 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Sanford I. Weill Chairman and Co-Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer
Director E.I. du Pont de Nemours & Company
United States 1007 Market Street
Wilmington, DE 19898
Arthur Zankel General Partner
Director First Manhattan Co.
United States 437 Madison Avenue
New York, NY 10022
Michael A. Carpenter Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank
United States Citigroup Inc.
399 Park Avenue, 2nd Fl
New York, NY 10043
Paul J. Collins Vice Chairman
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Michael D'Ambrose Senior Human Resources Officer
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Jay S. Fishman President & CEO
Executive Officer Travelers Property Casualty Corp.
United States One Tower Square, 8GS
Hartford, CT 06183
Edward D. Horowitz Citigroup Inc.
Executive Officer 153 East 53rd Street, 4th Fl
United States New York, NY 10043
Thomas Wade Jones Co-Chairman & CEO
Executive Officer SSB Asset Management Group
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
</TABLE>
Page 27 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
Robert I. Lipp Chairman & CEO
Executive Officer Global Consumer Business
Uited States Citigroup Inc.
153 East 53rd Street, 4th Fl
New York, NY 10043
Deryck C. Maughan Vice Chairman
Executive Officer Citigroup Inc.
United Kingdom 153 East 53rd Street, 4th Fl
New York, NY 10043
Victor J. Menezes Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank
India Citigroup Inc.
399 Park Avenue, 2nd Fl
New York, NY 10043
Heidi G. Miller Chief Financial Officer
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Charles O. Prince, III Co-General Counsel/Corporate Secretary
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
William R. Rhodes Vice Chairman
Executive Officer Citigroup Inc.
United States 399 Park Avenue, 2nd Fl
New York, NY 10043
Petros Sabatacakis Senior Risk Officer
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Todd S. Thomson Senior Vice President
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
</TABLE>
Page 28 of 32
<PAGE>
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- --------------------------------------------
<S> <C>
Marc P. Weill Head of Citigroup Investments
Executive Officer Citigroup Inc.
United States 153 East 53rd Street, 4th Fl
New York, NY 10043
Robert B. Willumstad Chairman
Executive Officer CitiFinancial Credit Company
United States 153 East 53rd St., 5th Fl
New York, NY 10043
</TABLE>
Page 29 of 32
<PAGE>
SCHEDULE F
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP FOUNDATION
<TABLE>
<CAPTION>
Name, Title and Citizenship Principal Occupation and Business Address
- ----------------------------- -------------------------------------------
<S> <C>
John S. Reed Chairman and Co-Chief Executive Officer
Director Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
Sanford I. Weill Chairman and Co-Chief Executive Officer
Director Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
Charles O. Prince, III General Counsel and Secretary
Director Citigroup Inc.
United States 153 East 53rd St., 4th Fl
New York, NY 10043
Charles V. Raymond Chief Executive Officer and President
Director, Chief Executive Officer Citigroup Foundation
and President 153 East 53/rd/ Street, 3/rd/ Fl
United States New York, NY 10043
Alan Okada Treasurer
Treasurer Citigroup Foundation
United States 153 East 53/rd/ Street, 3/rd/ Fl
New York, NY 10043
Daria Sheeham Secretary
Secretary Citigroup Foundation
United States 153 East 53/rd/ Street, 3/rd/ Fl
New York, NY 10043
</TABLE>
Page 30 of 32
<PAGE>
Exhibit H
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of them
of a statement on Schedule 13D (including amendments thereto) with respect to
the common stock, par value $.01 per share, of KEMET Corporation, and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filing. In evidence thereof, the undersigned hereby execute this Agreement this
26 day of January, 2000.
CITICORP VENTURE CAPITAL, LTD.
By: /s/ William T. Comfort
--------------------------
Name: William T. Comfort
Title: Chairman & Director
CITIBANK, N.A.
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITICORP
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Kenneth Cohen
--------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP, INC.
By: /s/ Joan Caridi
--------------------------
Name: Joan Caridi
Title: Assistant Secretary
Page 31 of 32
<PAGE>
CITIGROUP FOUNDATION
By: /s/ Alan Okada
--------------------------
Name: Alan Okada
Title: Treasurer
Page 32 of 32
