-----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, PckWYgsglXgdfoLbwBB/rkjUUhUxF/crrDd+qCunDa1d9n0Yhu8WYBweJizuxNUi HhZAHKJzcDtDSuRH4SdWJQ== 0001005477-99-001498.txt : 19990331 0001005477-99-001498.hdr.sgml : 19990331 ACCESSION NUMBER: 0001005477-99-001498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990326 ITEM INFORMATION: FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09924 FILM NUMBER: 99578991 BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: CORPORATE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10043- BUSINESS PHONE: (212)-559-1000 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: LEGAL DEPT 20TH FLOOR 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 8-K 1 FORM 8K 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 26, 1999 ------------------------------- Citigroup Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9924 52-1568099 -------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 153 East 53rd Street, New York, New York 10043 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 559-1000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) CITIGROUP 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 26, 1999, among the Company and Salomon Smith Barney Inc., ABN AMRO Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery Securities LLC, as Underwriters, relating to the offer and sale of the Company's 6.20% Notes due March 15, 2009. 1.02 Terms Agreement, dated March 26, 1999, among the Company and Salomon Smith Barney Inc., ABN AMRO Incorporated, Barclays Bank PLC, BBV Securities, Inc., Chase Securities Inc., Commerzbank Aktiengesellschaft, Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital Markets, Inc., First Union Capital Markets Corp., Lehman Brothers Inc., Rabobank International and Societe Generale, as Underwriters, relating to the offer and sale of the Company's 5.80% Notes due March 15, 2004. 4.01 Form of Note for the Company's 6.20% Notes due March 15, 2009. 4.02 Form of Note for the Company's 5.80% Notes due March 15, 2004. 2 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 30, 1999 CITIGROUP INC. By /s/ Firoz B. Tarapore ---------------------------- Firoz B. Tarapore Deputy Treasurer 3 EX-1.01 2 TERMS AGREEMENT TERMS AGREEMENT March 26, 1999 Citigroup Inc. 153 East 53rd Street New York, New York 10043 Attention: Chief Financial Officer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the "Company"), proposes to issue and sell $750,000,000 aggregate principal amount of its debt securities (the "Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, as underwriters (the "Underwriters"), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.248% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at 1301 Avenue of the Americas, New York, New York 10019. The Securities shall have the following terms: Title: ............................. 6.20% Notes due 2009 Maturity: .......................... March 15, 2009 Interest Rate: ..................... 6.20% Interest Payment Dates: ............ March 15 and September 15, commencing September 15, 1999 Initial Price to Public: ........... 99.698% of the principal amount thereof, plus accrued interest, if any, from the date of issuance Redemption Provisions: ............. The Securities are not redeemable by the Company prior to maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus Supplement dated March 26, 1999 to the Prospectus dated March 8, 1999. Record Date: ....................... The March 1 or September 1 preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company ("DTC") or its nominee. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants (including, without limitation, Cedelbank and Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System). Owners of beneficial interests in Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States dollars. The provisions of Sections 11.03 and 11.04 of the Indenture relating to defeasance shall apply to the Securities. All the provisions contained in the document entitled "Primerica Corporation-Debt Securities -- Underwriting Agreement -- Basic Provisions" and dated January 12, 1993 (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 Primerica Corporation shall refer to Citigroup Inc.; (b) In the first line of Section 2(a), delete "(33-55542), including a prospectus" and insert in lieu thereof "(333-68949), including a prospectus (which prospectus also relates to $1,550,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-51201) and $300,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-42575) (the "Predecessor Registration Statements") and in each case not issued)" and any reference in the Basic Provisions to the "Registration Statement" shall be deemed to be a reference to such registration statements on Form S-3; (c) In the fifth line of the third paragraph of Section 3, delete the phrase "New York Clearing House (next day)" and insert in lieu thereof "federal or other same day"; (d) In the fourteenth line of the third paragraph of Section 3, delete the word "definitive" and insert in lieu thereof "global"; (e) In the ninth line of Section 6(a), delete "such registration statement when it became effective, or in the Registration Statement," and insert in lieu thereof "the Registration Statement (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),"; and (f) In the eighth line of Section 6(b), delete "in any part of such registration statement when it became effective, or in the Registration Statement," and insert in lieu thereof "the Registration Statement (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),". The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange. The Underwriters hereby agree in connection with the underwriting of the 2 Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Each Underwriter further agrees and hereby represents that (a) it has not offered or sold, and, prior to the expiration of the period of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom, except to those persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (b) it has complied and will comply with all applicable provisions of the Financial Services Act 1986, with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (c) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Securities to a person who is of a kind described in Article 11 (3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom the document may otherwise lawfully be issued or passed on; (d) it will not offer or sell any Securities directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorities in effect at the relevant time. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan; (e) it is aware of the fact that no German selling prospectus (Verkaufsprospekt) has been or will be published in respect of the sale of the Securities and that it will comply with the Securities Selling Prospectus Act (the "SSPA") of the Federal Republic of Germany (Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has undertaken not to engage in public offering (offentliche Anbieten) in the Federal Republic of Germany with respect to any Securities otherwise than in accordance with the SSPA and any other act replacing or supplementing the SSPA and all the other applicable laws and regulations; (f) the Securities are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any Securities to the public in 3 the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France the Prospectus Supplement, the Prospectus or any other offering material relating to the Securities; and (g) it and each of its affiliates has not offered or sold, and it will not offer or sell, the Securities by means of any document to persons in Hong Kong other than persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or otherwise in circumstances which do not constitute an offer to the public within the meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong). In addition to the legal opinions required by Sections 5(c) and 5(d) of the Basic Provisions, the Underwriter shall have received an opinion of special tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus Supplement under the heading "United States Federal Income Tax Considerations for Non-United States Holders" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition or the Securities to a non-United States holder of Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United Statesholders of Securities under current law. Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP is special tax counsel to the Company. Dewey Ballantine LLP is counsel to the Underwriter. The Securities will be made available for checking and packaging at the designated office of The Bank of New York at least 24 hours prior to the Closing Date. Please accept this offer no later than 9:00 o'clock p.m. Eastern Standard Time on March 26, 1999, 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: 4 "We hereby accept your offer, set forth in the Terms Agreement, dated March 26, 1999, to purchase the Securities on the terms set forth therein." Very truly yours, SALOMON SMITH BARNEY INC. ABN AMRO INCORPORATED BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED NATIONSBANC MONTGOMERY SECURITIES LLC By: SALOMON SMITH BARNEY INC. By: /s/ Donna Castagna --------------------------- Name: Donna Castagna Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Firoz B. Tarapore ------------------------------- Name: Firoz B. Tarapore Title: Deputy Treasurer 5 ANNEX A Name of Underwriter Principal Amount of 2009 Notes - ------------------- ------------------------------ Salomon Smith Barney Inc. $650,000,000 ABN AMRO Incorporated $20,000,000 Bear, Stearns & Co. Inc. $20,000,000 Goldman, Sachs & Co. $20,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $20,000,000 NationsBanc Montgomery Securities LLC $20,000,000 ----------- Total $750,000,000 ============ 6 EX-1.02 3 TERMS AGREEMENT TERMS AGREEMENT March 26, 1999 Citigroup Inc. 153 East 53rd Street New York, New York 10043 Attention: Chief Financial Officer Ladies and Gentlemen: We understand that Citigroup Inc., a Delaware corporation (the "Company"), proposes to issue and sell $750,000,000 aggregate principal amount of its debt securities (the "Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, as underwriters (the "Underwriters"), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.393% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at 1301 Avenue of the Americas, New York, New York 10019. The Securities shall have the following terms: Title: ............................. 5.80% Notes due 2004 Maturity: .......................... March 15, 2004 Interest Rate: ..................... 5.80% Interest Payment Dates: ............ March 15 and September 15, commencing September 15, 1999 Initial Price to Public: ........... 99.743% of the principal amount thereof, plus accrued interest, if any, from the date of issuance Redemption Provisions: ............. The Securities are not redeemable by the Company prior to maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus Supplement dated March 26, 1999 to the Prospectus dated March 8, 1999. Record Date: ....................... The March 1 or September 1 preceding each Interest Payment Date Additional Terms: The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company ("DTC") or its nominee. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants (including, without limitation, Cedelbank and Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System). Owners of beneficial interests in Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus Supplement. Principal and interest on the Securities shall be payable in United States dollars. The provisions of Sections 11.03 and 11.04 of the Indenture relating to defeasance shall apply to the Securities. All the provisions contained in the document entitled "Primerica Corporation-Debt Securities -- Underwriting Agreement -- Basic Provisions" and dated January 12, 1993 (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 Primerica Corporation shall refer to Citigroup Inc.; (b) In the first line of Section 2(a), delete "(33-55542), including a prospectus" and insert in lieu thereof "(333-68949), including a prospectus (which prospectus also relates to $1,550,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-51201) and $300,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-42575) (the "Predecessor Registration Statements") and in each case not issued)" and any reference in the Basic Provisions to the "Registration Statement" shall be deemed to be a reference to such registration statements on Form S-3; (c) In the fifth line of the third paragraph of Section 3, delete the phrase "New York Clearing House (next day)" and insert in lieu thereof "federal or other same day"; (d) In the fourteenth line of the third paragraph of Section 3, delete the word "definitive" and insert in lieu thereof "global"; (e) In the ninth line of Section 6(a), delete "such registration statement when it became effective, or in the Registration Statement," and insert in lieu thereof "the Registration Statement (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),"; and (f) In the eighth line of Section 6(b), delete "in any part of such registration statement when it became effective, or in the Registration Statement," and insert in lieu thereof "the Registration Statement (except that in the case of the Predecessor Registration Statements, only at their respective effective dates),". The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange. 2 The Underwriters hereby agree in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Each Underwriter further agrees and hereby represents that (a) it has not offered or sold, and, prior to the expiration of the period of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom, except to those persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (b) it has complied and will comply with all applicable provisions of the Financial Services Act 1986, with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (c) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Securities to a person who is of a kind described in Article 11 (3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom the document may otherwise lawfully be issued or passed on; (d) it will not offer or sell any Securities directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorities in effect at the relevant time. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan; (e) it is aware of the fact that no German selling prospectus (Verkaufsprospekt) has been or will be published in respect of the sale of the Securities and that it will comply with the Securities Selling Prospectus Act (the "SSPA") of the Federal Republic of Germany (Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has undertaken not to engage in public offering (offentliche Anbieten) in the Federal Republic of Germany with respect to any Securities otherwise than in accordance with the SSPA and any other act replacing or supplementing the SSPA and all the other applicable laws and regulations; (f) the Securities are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or 3 sold and will not offer or sell, directly or indirectly, any Securities to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France the Prospectus Supplement, the Prospectus or any other offering material relating to the Securities; and (g) it and each of its affiliates has not offered or sold, and it will not offer or sell, the Securities by means of any document to persons in Hong Kong other than persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or otherwise in circumstances which do not constitute an offer to the public within the meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong). In addition to the legal opinions required by Sections 5(c) and 5(d) of the Basic Provisions, the Underwriter shall have received an opinion of special tax counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus Supplement under the heading "United States Federal Income Tax Considerations for Non-United States Holders" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition or the Securities to a non-United States holder of Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United Statesholders of Securities under current law. 3 Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP is special tax counsel to the Company. Dewey Ballantine LLP is counsel to the Underwriter. The Securities will be made available for checking and packaging at the designated office of The Bank of New York at least 24 hours prior to the Closing Date. Please accept this offer no later than 9:00 o'clock p.m. Eastern Standard Time on March 26, 1999, 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: 4 "We hereby accept your offer, set forth in the Terms Agreement, dated March 26, 1999, to purchase the Securities on the terms set forth therein." Very truly yours, SALOMON SMITH BARNEY INC. ABN AMRO INCORPORATED BARCLAYS BANK PLC BBV SECURITIES, INC. CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION COMMERZBANK AKTIENGESELLSCHAFT DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION FIRST CHICAGO CAPITAL MARKETS, INC. FIRST UNION CAPITAL MARKETS CORP. LEHMAN BROTHERS INC. RABOBANK INTERNATIONAL SOCIETE GENERALE By: SALOMON SMITH BARNEY INC. By: /s/ Donna Castagna --------------------------------- Name: Donna Castagna Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Firoz B. Tarapore -------------------------------- Name: Firoz B. Tarapore Title: Deputy Treasurer 5 ANNEX A Name of Underwriter Principal Amount of 2004 Notes - ------------------- ------------------------------ Salomon Smith Barney Inc. $640,000,000 Chase Securities Inc. $15,000,000 Credit Suisse First Boston Corporation $15,000,000 Donaldson, Lufkin & Jenrette Securities Corporation $15,000,000 Lehman Brothers Inc. $15,000,000 Societe Generale $15,000,000 ABN AMRO Incorporated $5,000,000 Barclays Bank PLC $5,000,000 BBV Securities, Inc. $5,000,000 Commerzbank Aktiengesellschaft $5,000,000 First Chicago Capital Markets, Inc. $5,000,000 First Union Capital Markets Corp. $5,000,000 Rabobank International $5,000,000 ---------- Total $750,000,000 ============ 6 EX-4.01 4 FORM OF NOTE FORM OF NOTE LEGEND FOR BOOK-ENTRY NOTE: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY 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 THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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. REGISTERED REGISTERED CUSIP NO. __________ NO. R-_______ U.S. $_______________ CITIGROUP INC. 6.20% Note due March 15, 2009 CITIGROUP INC. (formerly Travelers Group Inc.), a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Specimen , or its registered assigns, the principal sum of _______________ Dollars ($______________) on March 15, 2009, and to pay interest thereon from March 31, 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing September 15, 1999, at the rate of 6.20% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and shall be paid to the Person in whose name this Security is registered on a subsequent Record Date, such Record Date to be not less than five days prior to the date of payment of such defaulted interest, established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent Record Date. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of holders of Securities. Reference is hereby made to the further provisions of this Security set forth after the Trustee's certificate of authentication, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: March 31, 1999 CITIGROUP INC. By: Specimen ------------------------ Firoz B. Tarapore Deputy Treasurer By: Specimen ------------------------ Stephanie B. Mudick Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein issued under the Indenture described herein. Dated: March 31, 1999 The Bank of New York, as Trustee By: ----------------------------- Authorized Signatory -2- CITIGROUP INC. 6.20% Notes due March 15, 2009 This Security is one of a duly authorized issue of Securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation, formerly known as American Can Company ("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), as amended by the First Supplemental Indenture, dated as of December 15, 1988, among old Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second Supplemental Indenture, dated as of January 31, 1991, between Holdings and the Trustee, the Third Supplemental Indenture, dated as of December 9, 1992, among the Company, Holdings and the Trustee and the Fourth Supplemental Indenture, dated as of November 2, 1998 between the Company and the Trustee (as so amended, herein called the "Indenture"), to which Indenture and all indentures supplemental thereto 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 Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated as set forth above, limited in aggregate principal amount to $750,000,000. The Securities of this series may not be redeemed prior to the Stated Maturity of their principal amount except as otherwise provided herein. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of all the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Securities of this series are subject to satisfaction, discharge and defeasance as provided in Sections 11.03 and 11.04 of the Indenture. The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. -3- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as requested by the holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. --------------------------------------- The following abbreviations, when used in the inscription on the first page of this Security, shall be construed as though they were written out in full according to applicable laws or regulations: UNIF GIFT MIN ACT -- ---------------------------------------- (Cust) Custodian ---------------------------------------- (Minor) under Uniform Gifts to Minors Act of --------------------------------- (State) TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. -4- FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Please Insert Social Security or Other Identifying Number of Assignee:) - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- the within Security of Citigroup Inc. and does hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer said Security on the books of said Company, with full power of substitution in the premises. Dated: ----------------------- ---------------------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears upon the first page of the within Security in every particular, without alteration or enlargement or any change whatever, and be guaranteed. EX-4.02 5 FORM OF NOTE FORM OF NOTE LEGEND FOR BOOK-ENTRY NOTE: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY 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 THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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. REGISTERED CUSIP NO. __________ NO. R-_______ U.S.$ _____________ CITIGROUP INC. 5.80% Note due March 15, 2004 CITIGROUP INC. (formerly Travelers Group Inc.), a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Specimen , or its registered assigns, the principal sum of _______________ Dollars ($______________) on March 15, 2004, and to pay interest thereon from March 31, 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing September 15, 1999, at the rate of 5.80% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and shall be paid to the Person in whose name this Security is registered on a subsequent Record Date, such Record Date to be not less than five days prior to the date of payment of such defaulted interest, established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent Record Date. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of holders of Securities. Reference is hereby made to the further provisions of this Security set forth after the Trustee's certificate of authentication, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: March 31, 1999 CITIGROUP INC. By: Specimen -------------------- Firoz B. Tarapore Deputy Treasurer By: Specimen -------------------- Stephanie B. Mudick Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein issued under the Indenture described herein. Dated: March 31, 1999 The Bank of New York, as Trustee By: ------------------------------- Authorized Signatory -2- CITIGROUP INC. 5.80% Notes due March 15, 2004 This Security is one of a duly authorized issue of Securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation, formerly known as American Can Company ("old Primerica"), and The Bank of New York, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), as amended by the First Supplemental Indenture, dated as of December 15, 1988, among old Primerica, Primerica Holdings, Inc. ("Holdings") and the Trustee, the Second Supplemental Indenture, dated as of January 31, 1991, between Holdings and the Trustee, the Third Supplemental Indenture, dated as of December 9, 1992, among the Company, Holdings and the Trustee and the Fourth Supplemental Indenture, dated as of November 2, 1998 between the Company and the Trustee (as so amended, herein called the "Indenture"), to which Indenture and all indentures supplemental thereto 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 Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated as set forth above, limited in aggregate principal amount to $750,000,000. The Securities of this series may not be redeemed prior to the Stated Maturity of their principal amount except as otherwise provided herein. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of all the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Securities of this series are subject to satisfaction, discharge and defeasance as provided in Sections 11.03 and 11.04 of the Indenture. The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. -3- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as requested by the holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. --------------------------------------- The following abbreviations, when used in the inscription on the first page of this Security, shall be construed as though they were written out in full according to applicable laws or regulations: UNIF GIFT MIN ACT -- ----------------------------------------------- (Cust) Custodian ----------------------------------------------- (Minor) under Uniform Gifts to Minors Act of ----------------------------------- (State) TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. -4- FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Please Insert Social Security or Other Identifying Number of Assignee:) - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- the within Security of Citigroup Inc. and does hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer said Security on the books of said Company, with full power of substitution in the premises. Dated: ----------------------- ---------------------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears upon the first page of the within Security in every particular, without alteration or enlargement or any change whatever, and be guaranteed. -----END PRIVACY-ENHANCED MESSAGE-----