<PAGE> 1
As filed with the Securities and Exchange Commission on , 2000
Registration No. 333-46268
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
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CITIGROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
--------
399 Park Avenue 10043
New York, NY (Zip Code)
(Address of principal executive offices)
Associates First Capital Corporation Incentive Compensation Plan
Associates First Capital Corporate Deferred Compensation Plan
for Non-Employee Directors
(Full title of the plan)
Stephanie B. Mudick
Deputy General Counsel
Citigroup Inc.
399 Park Avenue
New York, NY 10043
(Name and address of agent for service)
(212) 559-1000
(Telephone number, including area
code, for agent for service)
--------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering
be registered registered share price per share Fee
-------------------------- ----------------- ---------------------- ----------------------- -------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 18,504,847(1) $ 51.5578 $ 954,069,200.66 $0 (2)
</TABLE>
(1) The number of shares to be registered is based on the number of shares of
Class A common stock, par value $.01 per share, of Associates First
Capital Corporation ("Associates Common Stock") that were outstanding or
issuable under the Plans (as herein defined) or otherwise expected to be
issued on or before the Effective Time of the Merger (as described in the
Explanatory Note) multiplied by the exchange ratio of 0.7334 shares of
common stock, par value $.01 per share of the Registrant.
(2) The proposed maximum offering price was calculated and the fee was
previously paid in connection with the Registrant's Registration Statement
on Form S-4 (No. 333-46268), declared effective on October 11, 2000.
* Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement
pursuant to the procedure described herein - see "Explanatory Note".
<PAGE> 2
EXPLANATORY NOTE
Citigroup Inc. ("Citigroup") hereby amends its Registration Statement on
Form S-4 (No. 333-46268), declared effective on October 11, 2000 (the "S-4"), by
filing this Post-Effective Amendment No. 1 on Form S-8 relating to up to
18,504,847 shares of common stock, $.01 par value per share of Citigroup
("Citigroup Common Stock"), issuable pursuant to the provisions of the
Associates First Capital Corporation Incentive Compensation Plan ("Associates
Plan") and the Associates First Capital Corporation Deferred Compensation Plan
for Non-Employee Directors (the "Directors Plan"), all of which have been
assumed by Citigroup pursuant to the Merger Agreement defined and described
below (collectively the "Plans").
Pursuant to the Agreement and Plan of Merger dated as of October 6, 2000,
by and among Citigroup, Associates First Capital Corporation ("Associates") and
AFS Merger Sub Inc. ("Merger Sub"), and the transactions contemplated thereby,
(i) Merger Sub merged with and into Associates (the "Merger"), with Associates
continuing as the surviving corporation; (ii) each share of Associates Common
Stock issued and outstanding immediately prior to the Effective Time of the
Merger (the "Effective Time") was converted into the right to receive 0.7334
shares of Citigroup Common Stock; and (iii) at the Effective Time, Citigroup
assumed all outstanding obligations under the Plans (including the obligation to
issue Citigroup Common Stock in lieu of Associates Common Stock).
This Post-Effective Amendment relates to an aggregate amount of up to
18,504,847 shares of Citigroup Common Stock issuable pursuant to the Plans (the
"Plan Shares"). When the S-4 was filed, Citigroup registered 553,092,061 shares
of Citigroup Common Stock, which included the Plan Shares that were reserved and
were expected to be issued under the Plans on or before the Effective Time.
The designation of this Post-Effective Amendment No. 1 as Registration No.
333-46268 denotes that this Post-Effective Amendment relates only to the Plan
Shares and that this is the first Post-Effective Amendment to the S-4 filed with
respect to the Plan Shares.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K filed by Citigroup (the "Registrant")
for the fiscal year ended December 31, 1999, as amended.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act on Form 8-B,
dated May 10, 1998, as updated by the description of the Registrant's Common
Stock contained in the Company's Registration Statement on Form S-4 dated June
11, 1998 (File No. 333-56589), and any amendment or report filed for the purpose
of further updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the
<PAGE> 4
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145. Section 4 of Article IV of
the Registrant's By-Laws provides that the Company shall indemnify its directors
and officers to the fullest extent permitted by the DGCL.
The Registrant also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the Securities Act of 1933, as amended. In certain
employment agreements, the Registrant or its subsidiaries have also agreed to
indemnify certain officers against loss from claims made against such officers
in connection with the performance of their duties under their employment
agreements. Such indemnification is generally to the same extent as provided in
the Registrant's By-Laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article TENTH of the
Registrant's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE> 5
Item 8. Exhibits.
See Exhibit Index attached hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or a material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 6
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-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 30, 2000.
Citigroup Inc.
By /s/ Todd S. Thomson
------------------------------
Name: Todd S. Thomson
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on November 30, 2000.
Signatures Title
---------- -----
/s/ Sanford I. Weill Chairman, Chief Executive Officer
------------------------ (Principal Executive Officer) and
Sanford I. Weill Director
/s/ Todd S. Thomson Chief Financial Officer
------------------------ (Principal Financial Officer)
Todd S. Thomson
/s/ Irwin Ettinger
------------------------ Chief Accounting Officer
Irwin Ettinger (Principal Accounting Officer)
/s/ Roger W. Trupin
------------------------ Controller (Principal
Roger W. Trupin Accounting Officer)
*
------------------------ Director
C. Michael Armstrong
<PAGE> 7
<TABLE>
<S> <C>
*
---------------------------- Director
Alain J. P. Belda
*
---------------------------- Director
Kenneth J. Bialkin
*
---------------------------- Director
Kenneth T. Derr
*
---------------------------- Director
John M. Deutch
*
---------------------------- Director
Ann Dibble Jordan
*
---------------------------- Director
Robert I. Lipp
*
---------------------------- Director
Reuben Mark
*
---------------------------- Director
Michael T. Masin
*
---------------------------- Director
Dudley C. Mecum
*
---------------------------- Director
Richard D. Parsons
*
---------------------------- Director
Andrall E. Pearson
</TABLE>
<PAGE> 8
*
----------------------------- Director
Robert E. Rubin
*
----------------------------- Director
Franklin A. Thomas
*
----------------------------- Director
Arthur Zankel
*By: /s/ Stephanie B. Mudick
-----------------------------
Stephanie B. Mudick
Attorney-in-Fact
<PAGE> 9
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of Stephanie B. Mudick, with respect to the legality of the
securities being registered
23.1 Consent of Stephanie B. Mudick (included in the opinion filed as
Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney of certain directors of the Registrant.
