-----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, PaglLWGxo1LdHchACNO94hTWLNTIUOMWk29Ok2RNpp/XYYj57bAQ4vu2jdSRvfYL pd4Wy7zQtggRFp2oBWMhhg== 0000950123-04-003898.txt : 20040329 0000950123-04-003898.hdr.sgml : 20040329 20040329142749 ACCESSION NUMBER: 0000950123-04-003898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040323 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP GLOBAL MARKETS HOLDINGS INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 112418067 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15286 FILM NUMBER: 04695655 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128166000 MAIL ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON SMITH BARNEY HOLDINGS INC DATE OF NAME CHANGE: 19971128 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 8-K 1 y95680e8vk.txt CITIGROUP GLOBAL MARKETS HOLDINGS INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2004 ---------------------- Citigroup Global Markets Holdings Inc. (Exact name of registrant as specified in its charter) New York 1-15286 11-2418067 --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 388 Greenwich Street, New York, New York 10013 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 816-6000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) CITIGROUP GLOBAL MARKETS HOLDINGS INC. Current Report on Form 8-K Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibits: Exhibit No. Description 1.01 Terms Agreement, dated March 23, 2004, between the Company and Citigroup Global Markets Inc., as the underwriter, relating to the offer and sale of the Company's Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due March 26, 2008. 4.01 Form of Note for the Company's Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due March 26, 2008. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 26, 2004 CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Mark I. Kleinman ------------------------------- Name: Mark I. Kleinman Title: Executive Vice President and Treasurer EX-1.01 3 y95680exv1w01.txt TERMS AGREEMENT Exhibit 1.01 TERMS AGREEMENT March 23, 2004 Citigroup Global Markets Holdings Inc. 388 Greenwich Street New York, New York 10013 Attention: Treasurer Dear Sirs: We understand that Citigroup Global Markets Holdings Inc., a New York corporation (the "Company"), proposes to issue and sell $88,000,000 aggregate principal amount of its Index LeAding StockmarkEt Return Securities (Index LASERS?) Based Upon the Dow Jones Industrial Average Due March 26, 2008 (the "Index LASERS"). Subject to the terms and conditions set forth herein or incorporated by reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to purchase 8,800,000 Index LASERS in the principal amount of $ 88,000,000 at 96.5% of the principal amount. The Closing Date shall be March 26, 2004 at 9:00 a.m. at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006. The Index LASERS shall have the following terms: Title: Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due March 26, 2008 Maturity: March 26, 2008 Maturity Payment: Holders of the Index LASERS will be entitled to receive at maturity the Maturity Payment (as defined in the Prospectus Supplement dated March 23, 2004 relating to the Index LASERS) Interest Rate: Not Applicable 1 Initial Price To Public: 100% of the principal amount thereof, plus accrued interest from March 26, 2004 to date of payment and delivery Redemption Provisions: The Index LASERS are not redeemable by the Company prior to maturity Trustee: The Bank of New York Indenture: Indenture, dated as of October 27, 1993, as amended from time to time All the provisions contained in the document entitled "Salomon Smith Barney Holdings Inc. - Debt Securities - Underwriting Agreement Basic Provisions" and dated December 1, 1997 (the "Basic Provisions"), a copy of which you have previously received, are, except as indicated below, herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. Basic Provisions varied with respect to this Terms Agreement: (A) All references to "Salomon Smith Barney Holdings Inc." in the Basic Provisions shall refer to the Company. (B) Notwithstanding the provisions set forth in Section 3 of the Basic Provisions, the Company and the Underwriter hereby agree that the Securities will be in the form of Book-Entry Notes and shall be delivered on March 26, 2004 against payment of the purchase price to the Company by wire transfer in immediately available funds to such accounts with such financial institutions as the Company may direct. (C) Paragraph 4(j) of the Basic Provisions shall be amended and restated as follows: "The Company will not, without the consent of Citigroup Global Markets Inc., offer, sell, contract to offer or sell or otherwise dispose of any securities, including any backup undertaking for such securities, of the Company, in each case that are substantially similar to the Securities or any security convertible into or exchangeable for the Index LASERS or such substantially similar securities, during the period beginning the date of the Terms Agreement and ending the Closing Date." 2 (D) Paragraph 5(g) of the Basic Provisions shall be amended and restated as follows: "You shall have received on the Closing Date a letter from KPMG LLP covering the matters set forth in Exhibit II hereto, with respect to the Registration Statement and the Prospectus at the time of the Terms Agreement." The Underwriter hereby agrees in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of Section 2720 to the By-Laws of the National Association of Securities Dealers, Inc. Bradley J. Gans, Esq., is counsel to the Company. Cleary, Gottlieb, Steen & Hamilton is counsel to the Underwriter. Cleary, Gottlieb, Steen & Hamilton is special tax counsel to the Company. Please accept this offer no later than 9:00 p.m. on March 23, 2004, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form: 3 "We hereby accept your offer, set forth in the Terms Agreement, dated March 23, 2004, to purchase the Index LASERS on the terms set forth therein." Very truly yours, CITIGROUP GLOBAL MARKETS INC. By: /s/ Ramesh K. Menon ------------------------ Name: Ramesh K. Menon Title: Managing Director ACCEPTED: CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Mark I.Kleinman ------------------------------------------- Name: Mark I. Kleinman Title: Executive Vice President and Treasurer 4 EX-4.01 4 y95680exv4w01.txt FORM OF NOTE Exhibit 4.01 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. R-1 INITIAL PRINCIPAL AMOUNT CUSIP 173075 87 0 REPRESENTED $88,000,000 representing 8,800,000 Index LASERS ($10 per Index LASERS) CITIGROUP GLOBAL MARKETS HOLDINGS INC. Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due March 26, 2008 Citigroup Global Markets Holdings Inc., a New York corporation (hereinafter referred to as the "Company", which term includes any successor corporation under the Indenture herein referred to), for value received and on condition that this Note is not redeemed by the Company prior to March 26, 2008 (the "Stated Maturity Date"), hereby promises to pay to CEDE & CO., or its registered assigns, the Maturity Payment (as defined below), on the Stated Maturity Date. This Note will not bear interest, is not subject to any sinking fund, is not subject to redemption at the option of the holder thereof prior to the Stated Maturity Date, and is not subject to the defeasance provisions of the Indenture. Payment of the Maturity Payment with respect to this Note shall be made upon presentation and surrender of this Note at the corporate trust office of the Trustee in the Borough of Manhattan, The City and State of New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. This Note is one of the series of 8,800,000 Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average (the "Index") Due March 26, 2008 (the "Index LASERS"). INTEREST The Index LASERS do not bear interest. No payments on the Index LASERS will be made until the Stated Maturity Date. PAYMENT AT MATURITY On the Stated Maturity Date, holders of the Index LASERS will receive for each Index LASERS the Maturity Payment described below. DETERMINATION OF THE MATURITY PAYMENT The Maturity Payment for each Index LASERS equals the sum of the initial principal amount of $10 per Index LASERS plus the Index Return Amount. The "Index Return Amount" is calculated as follows: - If the Index Return is positive, the Index Return Amount will equal the product of: $10 * Upside Participation Rate * Index Return - If the Index Return is negative and - the value of the Dow Jones Industrial Average on any Index Business Day after March 23, 2004 up to and including the third Index Business Day before the Stated Maturity Date (whether intra-day or at the close of trading on any Index Business Day) is less than or equal to 7,547.73, then the Index Return Amount will equal the product of: $10 * Index Return - the value of the Dow Jones Industrial Average on any Index Business Day after March 23, 2004 up to and including the third Index Business Day before the Stated Maturity Date (whether intra-day or at the close of trading on any Index Business Day) is not less than or equal to 7,547.73, then the Index Return Amount will be zero. - If the Index Return is zero, the Index Return Amount will be zero. The "Index Return" equals: Ending Value - Starting Value ----------------------------- Starting Value The "Upside Participation Rate" is 110%. The "Starting Value" is 10,063.64, the closing value of the Index on March 23, 2004. 2 The "Ending Value" will be the closing value of the Index on the third Index Business Day before the Stated Maturity Date. If no value (including a closing value) of the Index is available on any date of determination because of a Market Disruption Event or otherwise, unless deferred by the calculation agent as described below, the value of the Index will be the arithmetic mean, as determined by the calculation agent, of the value of the Index obtained from as many dealers in equity securities (which may include Citigroup Global Markets Inc. or any of the Company's other subsidiaries or affiliates), but not exceeding three such dealers, as will make such value available to the calculation agent. The determination of the value of the Index by the calculation agent in the event no such closing value is available may be deferred by the calculation agent for up to two consecutive Index Business Days on which a Market Disruption Event is occurring. An "Index Business Day" means a day, as determined by the calculation agent, on which the Index or any successor index is calculated and published and on which securities comprising more than 80% of the value of the Index on such day are capable of being traded on their relevant exchanges during the one-half hour before the determination of the closing value of the Index. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on the Company and the beneficial owners of the Index LASERS, absent manifest error. A "Market Disruption Event" means, as determined by the calculation agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange, of accurate price, volume or related information in respect of (a) stocks which then comprise 20% or more of the value of the Index or any successor index, (b) any options or futures contracts, or any options on such futures contracts relating to the Index or any successor index, or (c) any options or futures contracts relating to stocks which then comprise 20% or more of the value of the value of the Index or any successor index on any exchange or market if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material. For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the Index will be based on a comparison of the portion of the value of the Index attributable to that security relative to the overall value of the Index, in each case immediately before that suspension or limitation. DISCONTINUANCE OF THE DOW JONES INDUSTRIAL AVERAGE If Dow Jones discontinues publication of the Index or if it or another entity publishes a successor or substitute index that the calculation agent determines, in its sole discretion, to be 3 comparable to the Index, then the value of the Index will be determined by reference to the value of that index, which is referred to as a "successor index." Upon any selection by the calculation agent of a successor index, the calculation agent will cause notice to be furnished to the Company and the Trustee, who will provide notice of the selection of the successor index to the registered holders of the Index LASERS. If Dow Jones discontinues publication of the Index and a successor index is not selected by the calculation agent or is no longer published on any date of determination of the value of the index, the value to be substituted for the Index for that date will be a value computed by the calculation agent for that date in accordance with the procedures last used to calculate the Index prior to any such discontinuance. If Dow Jones discontinues publication of the Index prior to the determination of the Index Return Amount and the calculation agent determines that no successor index is available at that time, then on each Index Business Day until the earlier to occur of (a) the determination of the Index Return Amount and (b) a determination by the calculation agent that a successor index is available, the calculation agent will determine the value that is to be used in determining the value of the Index. The calculation agent will cause notice of those daily closing values to be published not less often than once each month in The Wall Street Journal (or another newspaper of general circulation), and arrange for information with respect to those values to be made available by telephone. If a successor index is selected or the calculation agent calculates a value as a substitute for the Index as described above, the successor index or value will be substituted for the Index for all purposes, including for purposes of determining whether an Index Business Day or Market Disruption Event occurs. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on the Company and the beneficial owners of the Index LASERS, absent manifest error. ALTERATION OF METHOD OF CALCULATION If at any time the method of calculating the Index or a successor index is changed in any material respect, or if the Index or a successor index is in any other way modified so that the value of the Index or the successor index does not, in the opinion of the calculation agent, fairly represent the value of that index had the changes or modifications not been made, then, from and after that time, the calculation agent will, at the close of business in New York, New York, make those adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a calculation of a value of a stock index comparable to the Index or the successor index as if the changes or modifications had not been made, and calculate the value of the index with reference to the Index or the successor index. Accordingly, if the method of calculating the Index or the successor index is modified so that the value of the Index or the successor index is a fraction or a multiple of what it would have been if it had not been modified (e.g., due to a split in 4 the Index), then the calculation agent will adjust that index in order to arrive at a value of the index as if it had not been modified (e.g., as if the split had not occurred). GENERAL This Note is one of a duly authorized issue of debt securities of the Company (the "Debt Securities"), issued and to be issued in one or more series under a Senior Debt Indenture, dated as of October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997, a Second Supplemental Indenture, dated as of July 1, 1999, and as further supplemented from time to time (the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Index LASERS, and the terms upon which the Index LASERS are, and are to be, authenticated and delivered. If an Event of Default with respect to the Index LASERS shall have occurred and be continuing, the principal of the Index LASERS may be declared due and payable in the manner and with the effect provided in the Indenture. In such case, the amount declared due and payable upon any acceleration permitted by the Indenture will be determined by the calculation agent and will be equal to, with respect to this Note, the Maturity Payment calculated as though the Stated Maturity Date of this Note were the date of early repayment. In case of default at Maturity of this Note, this Note shall bear interest, payable upon demand of the beneficial owners of this Note in accordance with the terms hereof, from and after Maturity through the date when payment of such amount has been made or duly provided for, at the rate of 3.25% per annum on the unpaid amount due. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and a majority in aggregate principal amount of the Debt Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Debt Securities of any series at the time Outstanding, on behalf of the holders of all Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The holder of this Note may not enforce such holder's rights pursuant to the Indenture or the Notes except as provided in the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company to pay the Maturity Payment with respect to this Note, and to pay any interest on any overdue amount thereof at the time, place and rate, and in the coin or currency, herein prescribed. 5 All terms used in this Note which are defined in the Indenture but not in this Note shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 6 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Mark I. Kleinman ------------------------------------- Name: Mark I. Kleinman Title: Executive Vice President and Treasurer Corporate Seal Attest: By: /s/ Douglas C. Turnbull ------------------------------------- Name: Douglas C. Turnbull Title: Assistant Secretary Dated: March 26, 2004 CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York, as Trustee By: /s/ Geovanni Barris ------------------------------------- Authorized Signatory 7 -----END PRIVACY-ENHANCED MESSAGE-----