-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VFooPEy11sEJ5peLsUU9zVasv6l9eaeRdegdkjrGHEMRdWjjUKy7M0O54IXQzaUh qaYLBnC6NPQwLlMVrAueOw== 0001047469-05-000387.txt : 20050107 0001047469-05-000387.hdr.sgml : 20050107 20050107172747 ACCESSION NUMBER: 0001047469-05-000387 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER LTD CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61743 FILM NUMBER: 05519129 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EST 173 CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304270 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D 1 a2149588zsc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* Foster Wheeler Ltd. - -------------------------------------------------------------------------------- (Name of Company) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) G36535-13-9 - -------------------------------------------------------------------------------- (CUSIP Number) Serena D. Moe Citigroup Inc. 425 Park Avenue New York, New York 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 2004 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13(d)-1(f) or 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. - ---------- * 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 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). SCHEDULE 13D CUSIP No. G36535-13-9 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Global Markets Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY See Item 5 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH See Item 5 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. G36535-13-9 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Financial Products Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY See Item 5 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH See Item 5 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. G36535-13-9 - ----------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Global Markets Holdings Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY See Item 5 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH See Item 5 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. G36535-13-9 - ---------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citigroup Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) /X/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY See Item 5 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH See Item 5 -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND COMPANY. The Statement on Schedule 13D relates to common stock, par value $0.01 per share (the "Common"), of Foster Wheeler Ltd. ("Foster Wheeler" or the "Company"). Foster Wheeler is a Bermuda corporation. Foster Wheeler maintains its principal executive office at Perryville Corporate Park, Clinton, NJ 08809. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is being filed by (i) Citigroup Global Markets Inc. ("CGMI") by virtue of its beneficial ownership of the Common, (ii) Citigroup Financial Products Inc. ("CFP") by virtue of its ownership of all of the outstanding common stock of CGMI, (iii) Citigroup Global Markets Holdings Inc. ("CGM Holdings") by virtue of its ownership of all of the outstanding common stock of CFP, and (iv) Citigroup Inc. ("Citigroup") by virtue of its ownership of all of the outstanding common stock of CGM Holdings and certain other subsidiaries (collectively, the "Reporting Persons" and each, a "Reporting Person"). Attached as Exhibit 99.A is information concerning each executive officer of CGMI and Citigroup. Exhibit 99.A is incorporated into and made a part of this Schedule 13D. (b) The address of the principal office of each of CGMI, CFP and CGM Holdings is 388 Greenwich Street New York, NY 10013. The address of the principal office of Citigroup is 399 Park Avenue, New York, NY 10043. (c) CGMI is a registered broker-dealer. CFP is an intermediate holding company that also deals in swaps and certain OTC instruments and engages in lending. CGM Holdings is a holding company with no direct activities. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. (d-e) On April 28, 2003 Salomon Smith Barney, Inc. ("SSB"), now named Citigroup Global Markets, Inc., a subsidiary of Citigroup, announced final agreements with the SEC, the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. SSB agreed to pay $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB also agreed to adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation. SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements do not establish wrongdoing or liability for purposes of any other proceeding. Other than as described above, 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 Exhibit 99.A attached 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. (f) Each of CGMI and CGM Holdings is chartered in New York. Each of CFP and Citigroup is chartered in Delaware. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. The Reporting Persons did not acquire the Common that required the filing of this Schedule 13D by purchase. As described in Item 4 below, the Reporting Persons acquired the Common (i) in connection with the exchange offer described in the registration statement filed on Form S-4 (File No. 333-107054, which incorporates the registration statement on Form S-4 (File No. 117244)) (the "Exchange") and (ii) upon the approval of certain shareholder proposals, in a shareholders' meeting held on November 29, 2004, related to the terms of the Series B Convertible Preferred Shares, $1.00 par value per share of the Company (the "Preferred"), the Foster Wheeler Class A Warrants (the "Class A Warrants") and the Foster Wheeler Class B Warrants (the "Class B Warrants") issued in connection with the Exchange. The Common reported by Citigroup also include Common which were acquired by certain other subsidiaries of Citigroup in connection with the Exchange, as well as Common which were acquired by certain other subsidiaries of Citigroup in the ordinary course of business using funds provided by third party clients. ITEM 4. PURPOSE OF TRANSACTION The terms of the Exchange described below are qualified by reference to the full text of the registration statement on Form S-4, as amended from time to time (see Item 3 above), which is incorporated by reference herein. In connection with the Exchange, CGMI acquired the following proprietary positions: (i) 7,424,684 Common, (ii) 69,953 Preferred, (iii) 400 Class A Warrants and (iv) 279 Class B Warrants. In addition, Tribeca Global Management LLC ("Tribeca"), a wholly-owned subsidiary of Citigroup, acquired the following proprietary positions in connection with the Exchange: (i) 30,135 Common and (ii) 4,612 Preferred. At the time of the Exchange, pending certain shareholder approvals described below, the Preferred were not convertible into Common; however, holders of Preferred were entitled to vote with Common as a single class, and each Preferred share was entitled to 1300 votes. On November 29, 2004, the Company's shareholders approved a series of proposals which included (i) increasing the number of Common authorized for issuance from 160,000,000 shares to 1,475,908,957 shares, (ii) reducing the par value of the Common and Preferred from $1.00 to $0.01 per share and (iii) authorizing a 1-for-20 reverse split of the outstanding Common. As a result of these shareholder approvals, (i) each Preferred became optionally convertible into 65 Common, (ii) the Preferred ceased to have voting rights, except in limited circumstances as required under Bermuda law and the Company's by-laws and (iii) the Class A Warrants and Class B Warrants became exercisable into Common in accordance with their terms on or after September 24, 2005. In addition, as a result of the Preferred becoming convertible, the Class A Warrants and Class B Warrants becoming exercisable into Common (on or after September 24, 2005) and after giving effect to the reverse split, as of November 29, 2004, CGMI, CFP and CGMH each beneficially owned 4,929,717 (or 44.8%) of the outstanding Common (which includes 10,844 Common beneficially owned in a fiduciary capacity on behalf of third party clients), and Citigroup beneficially owned 5,137,137 (or 45.8%) of the outstanding Common (which includes 11,109 Common beneficially owned in a fiduciary capacity on behalf of third party clients). 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), the Reporting Persons may from time to time purchase additional securities of the Company or dispose of all or a portion of the Company's securities. Except as described in this Item 4, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Exhibit 99.A to this Schedule 13D, 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 including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (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 COMPANY. (a) The table below summarizes the Reporting Persons' beneficial ownership of Common as of the dates indicated. The heading "Citigroup" refers to Common beneficially owned by Citigroup; the heading "Citigroup Subsidiaries" refers to Common beneficially owned by each of CGMI, CFP and CGM Holdings.
DATE CITIGROUP SUBSIDIARIES CITIGROUP - ---- ---------------------- --------- COMMON % COMMON % ------ - ------ - November 29, 2004 4,929,717(1) 44.8% 5,137,137(2) 45.8% December 31, 2004 4,926,666(3) 12.2% 5,134,086(4) 12.6%
(1) Includes (i) 375,552 Common, (ii) 4,546,945 Common issuable upon the conversion of Preferred, (iii) 674 Common issuable upon the conversion of Class A Warrants and (iv) 6,546 Common issuable upon the conversion of Class B Warrants. Excludes 207,420 Common that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup, for which the Citigroup Subsidiaries disclaim beneficial ownership. (2) Includes (i) 4,929,717 Common directly beneficially owned by the Citigroup Subsidiaries, (ii) 207,155 Common issuable upon the conversion of Preferred held by Tribeca, and (iii) 265 Common issuable upon the conversion of Class B Warrants held by certain other Citigroup subsidiaries. (3) Includes (i) 4,919,204 Common, (ii) 260 Common issuable upon the conversion of Preferred, (iii) 674 Common issuable upon the conversion of Class A Warrants and (iv) 6,528 Common issuable upon the conversion of Class B Warrants. Excludes 207,420 Common that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup, for which the Citigroup Subsidiaries disclaim beneficial ownership. (4) Includes (i) 4,926,666 Common directly beneficially owned by the Citigroup Subsidiaries, (ii) 207,155 Common issuable upon the conversion of Preferred held by Tribeca, and (iii) 265 Common issuable upon the conversion of Class B Warrants held by certain other Citigroup subsidiaries. CFP owns all of the outstanding common stock of CGMI and, as a result, indirectly beneficially owns the Common that are beneficially owned by CGMI. CGM Holdings owns all of the outstanding common stock of CFP and, as a result, indirectly beneficially owns the Common that are beneficially owned by CFP. Citigroup owns all of the outstanding common stock of CGM Holdings and, as a result, indirectly beneficially owns the Common that are beneficially owned by CGM Holdings. Citigroup also indirectly beneficially owns Common beneficially owned by certain other subsidiaries of Citigroup, including Tribeca. Each of CGMI, CFP and CGM Holdings disclaim beneficial ownership of the Common beneficially owned by such other Citigroup subsidiaries. The ownership calculations in Item 5 are based upon the holdings of the Reporting Persons and the number of shares outstanding at such time as indicated below:
DATE COMMON OUTSTANDING SOURCE - ---- ------------------ ------ November 29, 2004 6,452,998 Form 8-K filed by the Company on December 2, 2004 December 31, 2004 40,542,898 Foster Wheeler Press Release dated January 3, 2005
(b) With respect to the Common beneficially owned by the Reporting Persons set forth in Item 5(a) above, each Reporting Person has shared power to vote or direct the vote, and dispose or direct the disposition of, all of the Common that it beneficially owns. (c) To the best knowledge of the Reporting Persons, the Reporting Persons have engaged in the following transactions during the period commencing 60 days prior to the date of the event requiring the filing of this Schedule 13D and ending on the date hereof (excluding transactions that may have been effected for managed accounts with funds provided by third party customers): On each of the following dates, Tribeca sold Common in open market transactions in the amount and at the average price per share described below:
DATE COMMON SOLD AVERAGE PRICE - ---- ----------- ------------- October 6, 2004 225,000 $0.470 October 8, 2004 50,000 $0.475
On each of the following dates, Tribeca sold Preferred in open market transactions in the amount and at the average price per share described below:
DATE PREFERRED SOLD AVERAGE PRICE - ---- -------------- ------------- October 6, 2004 100 $585.00 October 7, 2004 500 $585.00 October 8, 2004 250 $591.50
As described in Item 4 above, on November 29, 2004, the 73,140 Preferred held by the Reporting Persons became optionally convertible into 4,754,100 Common, and the 400 Class A Warrants and the 94,210 Class B Warrants became exercisable into 674 Common and 6,811 Common, respectively, on or after September 24, 2005. On December 1, 2004, CGMI converted 69,949 Preferred at a conversion rate of 1 share of Preferred for 65 Common, resulting in an acquisition of 4,546,685 Common. Other than the foregoing transactions, and as otherwise described in Item 4, neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the Persons named in Exhibit 99.A, has effected a transaction in the Company's securities during the period commencing 60 days prior to the date of the event requiring the filing of this Schedule 13D and ending on the date hereof (excluding transactions that may have been effected for managed accounts with funds provided by third party customers). (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE COMPANY. In connection with the Exchange described in Item 4 above, CGMI entered into a Registration Rights Agreement and a Lock-Up Agreement. Other than these agreements, 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 the 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 or profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description - ------- ----------- 1. Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.21 in Post Effective Amendment No. 3 to Form S-4, File No. 333-107054, filed on July 26, 2004). 2. Form of Lock-Up Agreement (incorporated by reference to Exhibit 99.22 to Post Effective Amendment No. 1 to Form S-4, File No. 333-107054, filed on July 8, 2004). 99.A Officers and Directors of CGMI and Citigroup Inc. 99.B Joint Filing Agreement among CGMI, CFP, CGM Holdings and Citigroup Inc.
SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: January 7, 2005 CITIGROUP GLOBAL MARKETS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP FINANCIAL PRODUCTS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary EX-99.1 2 a2149588zex-99_1.txt EXHIBIT 99.A EXHIBIT 99.A EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP GLOBAL MARKETS INC.
NAME, TITLE, AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - ---------------------------- ----------------------------------------- Robert Druskin Chief Executive Officer Director and Executive Officer Global Corporate & Investment Banking Group United States 388 Greenwich Street New York, NY 10013 Todd S. Thomson Chairman & Chief Executive Officer Director and Executive Officer Global Wealth Management Group United States 388 Greenwich Street New York, NY 10013 John C. Morris Senior Executive Vice President Executive Officer Head of Finance, Operations and Technology United States Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Thomas G. Maheras Vice Chairman Executive Officer Citigroup Global Markets Inc. United States 390 Greenwich Street New York, NY 10013 Edward G. Watson Chief of Operations Executive Officer Citigroup Global Markets Inc. United States 333 West 34th Street New York NY 10001 Frank Bisignano Chief Executive Officer Executive Officer Global Transaction Services United States Senior Executive Vice President Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 William T. Bozarth Principal Accounting Officer & Managing Director Executive Officer Citigroup Global Markets Inc. United States 388 Greenwich Street New York, NY 10013 Scott Freidenrich Treasurer Executive Officer Citigroup Global Markets Inc. United States 388 Greenwich Street New York, NY 10013 Edward F. Green General Counsel& Secretary Executive Officer 388 Greenwich Street United States New York, NY 10013
EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC. Set forth below are the names, titles, business addresses, principal occupations and citizenships of the Executive Officers and Directors of Citigroup Inc.
NAME, TITLE, AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - ---------------------------- ----------------------------------------- C. Michael Armstrong Retired Chairman Director Hughes, AT&T and Comcast Corporation United States 1114 Avenue of the Americas New York, NY 10036 Alain J. P. Belda Chairman and Chief Executive Officer Director Alcoa Inc. Brazil 390 Park Avenue New York, NY 10022
George David Chairman and Chief Executive Officer Director United Technologies Corporation United States One Financial Plaza Hartford, CT 06101 Kenneth T. Derr Chairman, Retired Director ChevronTexaco Corporation United States 345 California Street San Francisco, CA 94104 John M. Deutch Institute Professor Director Massachusetts Institute of Technology United States 77 Massachusetts Avenue Cambridge, MA 02139 The Honorable Gerald R. Ford Former President of the United States of America Honorary Director 40365 Sand Dune Road United States Rancho Mirage, CA 92270 Roberto Hernandez Ramirez Chairman of the Board Director Banco Nacional de Mexico Mexico Actuario Roberto Medellin No. 800 Col. Sante Fe, 01210 Mexico City, Mexico Ann Dibble Jordan Consultant Director 2940 Benton Place, NW United States Washington, DC 20008-2718 Dudley C. Mecum Managing Director Director Capricorn Holdings, LLC United States 30 East Elm Street Greenwich, CT 06830 Anne M. Mulcahy Chairman and Chief Executive Officer Director Xerox Corporation United States 800 Long Ridge Road Stamford, CT 06904 Richard D. Parsons Chairman and Chief Executive Officer Director Time Warner Inc. United States One Time Warner Center New York, NY 10019 Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. United States 41 Meadow Wood Drive Greenwich, CT 06830 Charles Prince Chief Executive Officer Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043
Dr. Judith Rodin Former President Director University of Pennsylvania United States 101 College Hall Philadelphia, PA 19104 Robert E. Rubin Member of the Office of the Chairman Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Franklin A. Thomas Consultant Director TFF Study Group United States 595 Madison Avenue New York, NY 10022 Sanford I. Weill Chairman Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Robert B. Willumstad President and Chief Operating Officer Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Sir Winfried F. W. Bischoff Chairman Executive Officer Citigroup Europe United Kingdom and Germany 33 Canada Square Canary Wharf London E14 5LB United Kingdom David C. Bushnell Senior Risk Officer Executive Officer Citigroup Inc. United States 399 Park Avenue, 2nd Floor New York, NY 10043 Michael A. Carpenter Chairman and Chief Executive Officer Executive Officer Citigroup Global Investments United States 399 Park Avenue New York, NY 10043 Robert Druskin Chief Executive Officer Executive Officer Global Corporate & Investment Banking Group United States 388 Greenwich Street New York, NY 10013 Stanley Fischer Vice Chairman Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 William P. Hannon Controller and Chief Accounting Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043
Michael S. Helfer General Counsel and Corporate Secretary Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Sallie L. Krawcheck Chief Financial Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Marjorie Magner Chairman and Chief Executive Officer Executive Officer Global Consumer Group United States 399 Park Avenue New York, NY 10043 William R. Rhodes Senior Vice Chairman Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Todd S. Thomson Chairman and Chief Executive Officer Executive Officer Global Wealth Management Group United States 388 Greenwich Street New York, NY 10013
EX-99.2 3 a2149588zex-99_2.txt EXHIBIT 99.B EXHIBIT 99.B Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is, and any future amendments thereto may be, filed on behalf of each of us. Dated: January 7, 2005 CITIGROUP GLOBAL MARKETS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP FINANCIAL PRODUCTS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----