-----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, KssJJM4hxJvSZRs1HXdBw+Fj9YtO+336iISJh+PyfwbvXPCZwVFXdXq0Rdzf5HtH zYDDZa4s3BPySHnEia0WyA== 0001047469-05-027201.txt : 20051118 0001047469-05-027201.hdr.sgml : 20051118 20051118111346 ACCESSION NUMBER: 0001047469-05-027201 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61743 FILM NUMBER: 051214321 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/A 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/A 1 a2165272zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4) Foster Wheeler Ltd. - -------------------------------------------------------------------------------- (Name of Company) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) G36535-13-9 - -------------------------------------------------------------------------------- (CUSIP Number) Ali L. Karshan 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 14, 2005 - -------------------------------------------------------------------------------- (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 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 OO - -------------------------------------------------------------------------------- 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 3,317,138** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 3,317,138** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,317,138** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by the Citigroup Asset Management business unit ("CAM"). ** Includes (i) 3,309,529 shares of common stock ("Common"), (ii) 260 Common issuable upon the conversion of the Series B Convertible Preferred Shares ("Preferred"), (iii) 673 Common issuable upon the conversion of Class A Warrants and (iv) 6,676 Common issuable upon the conversion of Class B Warrants. 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 OO - -------------------------------------------------------------------------------- 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 3,317,138** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 3,317,138** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,317,138** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by CAM. ** Includes (i) 3,309,529 Common, (ii) 260 Common issuable upon the conversion of Preferred, (iii) 673 Common issuable upon the conversion of Class A Warrants and (iv) 6,676 Common issuable upon the conversion of Class B Warrants. 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 OO - -------------------------------------------------------------------------------- 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 3,317,138** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 3,317,138** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,317,138** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by CAM. ** Includes (i) 3,309,529 Common, (ii) 260 Common issuable upon the conversion of Preferred, (iii) 673 Common issuable upon the conversion of Class A Warrants and (iv) 6,676 Common issuable upon the conversion of Class B Warrants. 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 OO - -------------------------------------------------------------------------------- 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 3,317,138** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 3,317,138** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,317,138** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * This filing does not reflect any securities beneficially owned by CAM. ** Includes (i) 3,309,529 Common, (ii) 260 Common issuable upon the conversion of Preferred, (iii) 673 Common issuable upon the conversion of Class A Warrants and (iv) 6,676 Common issuable upon the conversion of Class B Warrants. ITEM 1. SECURITY AND COMPANY. This Amendment No. 4 to Schedule 13D amends the Schedule 13D filed on January 7, 2005, Amendment No. 1 thereto filed on February 14, 2005, Amendment No. 2 thereto filed on April 15, 2005 and Amendment No. 3 thereto filed on August 17, 2005, relating to the common stock, par value $0.01 per share (the "Common"), of Foster Wheeler Ltd. ("Foster Wheeler" or the "Company"). Except as otherwise described herein, the information contained in the Schedule 13D, as previously amended, remains in effect, and all capitalized terms shall have the meaning previously ascribed to them. Information given in response to each item in this Schedule 13D shall be deemed incorporated by reference in all other items. ITEM 2. IDENTITY AND BACKGROUND. The response to Item 2 is hereby amended and restated as follows. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects securities beneficially owned by Citigroup Inc. ("Citigroup"), a holding company for a global financial services group, on behalf of itself and its subsidiaries, excluding CAM. CAM, its executive officers and directors and its direct and indirect subsidiaries may beneficially own securities of Foster Wheeler, and such securities are not reported in this filing. Citigroup disclaims beneficial ownership of securities beneficially owned by CAM, and CAM disclaims beneficial ownership of the securities reported herein. (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 by virtue of its ownership of all of the outstanding common stock of CGM Holdings (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 November 19, 2001, the SEC instituted public cease-and-desist proceedings against The State Bank of India ("SBI") and Citibank, N.A ("Citibank"), a subsidiary of Citigroup, related to an unregistered offering of securities in the United States by SBI and Citibank. Citibank was found to have violated Sections 5(a) and (c) of the Securities Act of 1933 ("Securities Act"), by offering and selling securities and was ordered to cease and desist, pursuant to Section 8A of the Securities Act, from committing or causing any violation and any future violation of Sections 5(a) and (c) of the Securities Act. On December 3, 2002, Salomon Smith Barney Inc. ("Salomon Smith Barney"), now named CGMI, a subsidiary of Citigroup, was one of eight respondents to settle SEC, NYSE, and NASD charges of violations of the record-keeping requirements of Section 17(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 17a-4 thereunder during the period from 1999 to at least 2001. The SEC order found that, during all or part of the relevant period, each Respondent failed to preserve for three years, and/or to preserve in an accessible place for two years, electronic mail communications (including inter-office memoranda and communications) received and sent by its agents and employees that related to its business as a member of an exchange, broker or dealer. The SEC order also found that each of the respondents lacked adequate systems or procedures for the preservation of electronic mail communications. The SEC order required the respondents to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder. Respondents were censured pursuant to Section 15(b)(4) of the Exchange Act. Each respondent was also required to pay the amount of $1,650,000, divided equally between the SEC, NASD, and NYSE. On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE 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. Salomon Smith Barney paid $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. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not establish wrongdoing or liability for purposes of any other proceeding. On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron's and Dynegy's financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron's and Dynegy's violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron's and Dynegy's violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty. On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty. In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI's consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI's recommendations to its customers of different class shares of mutual funds. On May 31, 2005, the SEC issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC ("SBFM"), a subsidiary of Citigroup, and CGMI relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds ("Smith Barney Funds"). The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 ("Advisers Act"). Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed to disclose to the Boards of the Smith Barney Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group ("First Data"), the Smith Barney Funds' then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that CAM, the Citigroup business unit that includes the Smith Barney Fund's investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also finds that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Smith Barney Funds' Boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Smith Barney Funds' best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. The order also requires that transfer agency fees received from the Smith Barney Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order. The order requires SBFM to recommend a new transfer agent contract to the Smith Barney Fund Boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Smith Barney Fund Board, CAM will retain at its own expense an independent consulting expert to advise and assist the Board on the selection of certain service providers affiliated with Citigroup. 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 5. INTEREST IN SECURITIES OF THE COMPANY. The response to Item 5 is hereby amended and supplemented as follows: The ownership calculations in Item 5 are based upon the holdings of the Reporting Persons and the 56,107,963 Common outstanding as of November 3, 2005, as indicated in the Form 10-Q filed by Foster Wheeler on November 9, 2005. (a) CGMI directly beneficially owns 3,317,138 Common, or 5.9% of the outstanding Common, which includes (i) 3,309,529 Common, (ii) 260 Common issuable upon the conversion of Preferred, (iii) 673 Common issuable upon the conversion of Class A Warrants and (iv) 6,676 Common issuable upon the conversion of Class B Warrants. CFP owns all of the outstanding common stock of CGMI and, as a result, indirectly beneficially owns 3,317,138 Common, or 5.9% of the outstanding Common, directly beneficially owned by CGMI. CGM Holdings owns all of the outstanding common stock of CFP and, as a result, indirectly beneficially owns 3,317,138 Common, or 5.9% of the outstanding Common, beneficially owned by CFP. Citigroup owns all of the outstanding common stock of CGM Holdings and, as a result, indirectly beneficially owns 3,317,138 Common, or 5.9% of the outstanding Common, beneficially owned by CGM Holdings. (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, CGMI sold Common in open market transactions in the amount and at the average price per share described below:
DATE COMMON SOLD AVERAGE PRICE - ---- ----------- ------------- September 23, 2005 50,000 $29.40 September 26, 2005 50,000 $30.13 October 4, 2005 33,100 $33.00 Novembr 14, 2005 66,900 $30.26
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 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description - ------- ----------- 99.A Officers and Directors of Citigroup Global Markets Inc. and Citigroup Inc. 99.B Joint Filing Agreement among Citigroup Global Markets Inc., Citigroup Financial Products Inc., Citigroup Global Markets Holdings Inc. 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: November 17, 2005 CITIGROUP GLOBAL MARKETS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP FINANCIAL PRODUCTS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary EX-99.A 2 a2165272zex-99_a.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 Chairman, Chief Executive Officer and President Director and Executive Officer Citigroup Global Markets Inc. United States 388 Greenwich Street New York, NY 10013 Todd S. Thomson Chairman & Chief Executive Officer Director and Executive Officer Smith Barney 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 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. Greene General Counsel, Secretary and Senior Executive Vice President Executive Officer 388 Greenwich Street United States and United Kingdom 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 Klaus Kleinfeld President, Chief Executive Officer and Chairman of the Managing Board Director Siemens AG Germany Wittesbacherplatz 2 D-80333 Munich, Germany Andrew N. Liveris President and Chief Executive Officer Director The Dow Chemical Company Australia 2030 Dow Center Midland, MI 48674 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 Charles Prince Chief Executive Officer Director and Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043
Dr. Judith Rodin President Director The Rockefeller Foundation United States 420 Fifth Avenue New York, NY 10018 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 Ajay Banga Chief Executive Officer Executive Officer Global Consumer Group-International India Citigroup Inc. 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 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 and President Executive Officer Citigroup Corporate & Investment Banking United States 388 Greenwich Street New York, NY 10013 Steven J. Freiberg Chief Executive Officer Executive Officer Global Consumer Group-North America United States Citigroup Inc. 399 Park Avenue New York, NY 10043 John C. Gerspach 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 Lewis B. Kaden Vice Chairman and Chief Administrative Executive Officer Officer 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 Manuel Medina-Mora Chief Executive Officer Executive Officer Banco Nacional de Mexico, S.A. Mexico Act. Roberto Medellin No. 800-5 Torre Sur Col. Santa Fe Pena Blanca, 01210 Mexico City, Mexico 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 Stephen R. Volk Vice Chairman Executive Officer Citigroup Inc. United States 388 Greenwich Street New York, NY 10013
EX-99.B 3 a2165272zex-99_b.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: November 17, 2005 CITIGROUP GLOBAL MARKETS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP FINANCIAL PRODUCTS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary CITIGROUP INC. By: /s/ Ali L. Karshan -------------------------------------- Name: Ali L. Karshan Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----