-----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, Plmxvu9h0eLuQNaXhD7/S5TiMqfMReDrvEaEUIZbWNq3HntIUUL7+Mh68gWa1xPf gOcg62H/YVwv4/6wjjcKWw== 0000912057-02-018659.txt : 20020506 0000912057-02-018659.hdr.sgml : 20020506 ACCESSION NUMBER: 0000912057-02-018659 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020506 GROUP MEMBERS: SALOMON BROTHERS HOLDING COMPANY INC GROUP MEMBERS: SALOMON SMITH BARNEY HOLDINGS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARBOR GLOBAL CO LTD CENTRAL INDEX KEY: 0001116616 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 522256071 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59815 FILM NUMBER: 02635178 BUSINESS ADDRESS: STREET 1: 60 STATE STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 6174224804 MAIL ADDRESS: STREET 1: 60 STATE STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D 1 a2079059zsc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Harbor Global Company Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0025 - -------------------------------------------------------------------------------- (Title of Class of Securities) G4285W-10-0 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph B. Wollard, Esq. Citigroup Inc. 425 Park Avenue New York, NY 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") 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). - ----------------------------- ------------------------------ CUSIP No. G4285W-10-0 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Salomon Brothers Holding Company Inc - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 350,098** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 350,098** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,098** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Salomon Brothers Holding Company Inc and its subsidiaries. - ----------------------------- ---------------------------- CUSIP No. G4285W-10-0 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Salomon Smith Barney Holdings Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 356,098** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 356,098** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,098** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Salomon Brothers Holding Company Inc and other subsidiaries of Salomon Smith Barney Holdings Inc. - -------------------------- ------------------------------ CUSIP No. G4285W-10-0 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 371,098** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 371,098** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,098** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by subsidiaries of Salomon Smith Barney Holdings Inc. and other subsidiaries of Citigroup Inc., including 15,000 shares held pursuant to a risk arbitrage strategy. SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the Common Stock, par value $0.0025 per share, of Harbor Global Company Ltd. (the "Company"), a Bermuda corporation. 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. (a) This Schedule 13D is being filed by (i) Salomon Brothers Holding Company Inc, a Delaware corporation ("Salomon"), by virtue of its beneficial ownership of the Company's Common Stock, (ii) Salomon Smith Barney Holdings Inc., a New York corporation ("SSB Holdings"), by virtue of its ownership of all of the outstanding common stock of Salomon, and (iii) Citigroup Inc., a Delaware corporation ("Citigroup"), by virtue of its ownership of all the outstanding common stock of SSB Holdings (collectively, the "Reporting Persons," and each a "Reporting Person"). Attached as Schedule A is information concerning each executive officer and director of Salomon and Citigroup. Schedule A is incorporated into and made a part of this Schedule 13D. (b) The address of the principal business and principal place of business of each of Salomon and SSB Holdings is 388 Greenwich Street, New York, New York 10013. The address and principal place of business Citigroup is 399 Park Avenue, New York, New York 10043. (c) Salomon and SSB Holdings are holding companies principally engaged, through their subsidiaries, in securities brokerage, asset management and related financial services. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers world-wide. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) SSB Holdings is a New York corporation. Each of Salomon and Citigroup is a Delaware corporation. Except as otherwise indicated on Schedule A, to the knowledge of each Reporting Person, each executive officer and director named in Schedule A to this Schedule 13D is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Salomon paid $2,347,000 for the Common Stock acquired in the transaction described in Item 4. of this Schedule 13D. The source of funds was Salomon's working capital. ITEM 4. PURPOSE OF TRANSACTION. Salomon purchased (i) 150,000 shares of Common Stock at a cost of $6.78 per share on April 23, 2002 and (ii) 200,000 shares of Common Stock at a cost of $6.65 per share on April 24, 2002, for a total of 350,000 shares (the "Salomon Shares"). The transactions were reported on the National Association of Securities Dealers Automated Quotation System. The purpose of the transactions was to hedge Salomon's risk exposure in connection with a 1 derivative strategy that Salomon created for a third party customer (the "Customer") that is not an affiliate of the Reporting Persons. According to the terms of the agreement between Salomon and the Customer, the derivative strategy can be settled only for cash and the Customer has no right to acquire the Salomon Shares. The Reporting Persons intend to review the hedging strategy involving the Salomon Shares from time to time. Depending on such review, the Reporting Persons may consider various alternative courses of action. Periodically, the Reporting Persons may determine to purchase additional shares of Common Stock or sell all or part of the Salomon Shares through open-market purchases, privately negotiated transactions or otherwise. Such action is conditioned on prevailing market forces, including, without limitation, price and availability of shares of Common Stock, future evaluations by the Reporting Persons of the risk inherent in holding the Salomon Shares, regulatory requirements, and general stock market and economic conditions. Except as described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedule A to this Schedule 13D, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) any changes in the Company's charter or by-laws or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. The percentages calculations in Item 5 of this Schedule 13D are based upon 5,649,311 shares of Common Stock outstanding as of March 26, 2002, as reported in the Company's Form 10-K. (a) SALOMON. As of May 6, 2002, Salomon beneficially owns 350,098 shares, or 6.2%, of Common Stock, representing (i) 350,000 shares of Common Stock directly beneficially owned by Salomon and (ii) 98 shares directly beneficially owned by a wholly owned subsidiary of Salomon. Salomon disclaims beneficial ownership of the 15,000 shares of Common Stock beneficially owned by another subsidiary of Citigroup pursuant to a risk arbitrage strategy. SSB HOLDINGS. As of May 6, 2002, SSB Holdings indirectly beneficially owns, exclusively through its holding company structure, 356,098 shares, or 6.3%, of Common Stock representing (i) 350,098 shares of Common Stock beneficially owned by Salomon and (ii) 6,000 shares directly beneficially owned by a subsidiary of SSB Holdings in a fiduciary capacity. SSB Holdings disclaims beneficial ownership of the 15,000 shares of Common Stock beneficially owned by another subsidiary of Citigroup pursuant to a risk arbitrage strategy. CITIGROUP. As of May 6, 2002, Citigroup indirectly beneficially owns, exclusively through its holding company structure, 371,098 shares, or 6.6%, of Common Stock, representing (i) 356,098 shares beneficially owned by subsidiaries of SSB Holdings and (ii) 15,000 shares of Common Stock beneficially owned by another subsidiary of Citigroup pursuant to a risk arbitrage strategy. (b) Salomon, SSB Holdings and Citigroup may be deemed to share the voting and dispositive power of 350,098 shares of Common Stock beneficially owned by Salomon. SSB Holdings and Citigroup may be deemed to share the voting and dispositive power of 6,000 shares beneficially owned by a subsidiary of SSB Holdings in a fiduciary capacity. Citigroup may be deemed to share the voting and dispositive power of 15,000 shares of Common Stock beneficially owned by another subsidiary of Citigroup pursuant to a risk arbitrage strategy. This 2 Schedule 13D is being filed because of SSB Holding's 100% ownership interest in Salomon and Citigroup's 100% ownership interest in SSB Holding. (c) To the best knowledge of the Reporting Persons, none of the individuals named in Schedule A to this Schedule 13D has effected a transaction in shares of Common Stock during the past 60 days. To the best knowledge of the Reporting Persons, and except as described in Item 4. of this Schedule 13D, none of the Reporting Persons has effected a transaction in shares of Common Stock during the past 60 days (other than transactions that may have been effected in the ordinary course of business in an agency or a fiduciary capacity). (d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE COMPANY. To the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or class, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION 1 Joint Filing Agreement among the Reporting Persons SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 6, 2002 SALOMON BROTHERS HOLDING COMPANY INC By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary SCHEDULE A SALOMON BROTHERS HOLDING COMPANY INC
Name Title - ---- ----- Michael A. Carpenter Director and Executive Officer Deryck C. Maughan Director Frank Bisignano Executive Officer Michael J. Day Executive Officer Joan Guggenheimer Executive Officer Mark I. Kleinman Executive Officer Thomas G. Maheras Executive Officer Jay Mandelbaum Executive Officer Eduardo G. Mestre Executive Officer Paul Underwood Executive Officer Barbara Yastine Executive Officer
SCHEDULE A CITIGROUP INC.
Name Title - ---- ----- C. Michael Armstrong Director Alain J.P. Belda Director (Brazil) George David Director Kenneth T. Derr Director John M. Deutch Director The Honorable Gerald R. Ford Honorary Director Alfredo Harp Helu Director (Mexico) Roberto Hernandez Ramirez Director (Mexico) Ann Dibble Jordan Director Reuben Mark Director Michael T. Masin Director Dudley C. Mecum Director Richard D. Parsons Director Andrall E. Pearson Director Robert E. Rubin Director and Executive Officer Franklin A. Thomas Director Sanford I. Weill Director and Executive Officer Arthur Zankel Director Winfried F.W. Bischoff Executive Officer (United Kingdom and Germany) Michael A. Carpenter Executive Officer Stanley Fischer Executive Officer Thomas Wade Jones Executive Officer Deryck C. Maughan Executive Officer (United Kingdom) Victor J. Menezes Executive Officer Charles O. Prince, III Executive Officer William R. Rhodes Executive Officer Todd S. Thomson Executive Officer Robert B. Willumstad Executive Officer
EXHIBIT LIST EXHIBIT DESCRIPTION 1 Joint Filing Agreement among the Reporting Persons EX-1 3 a2079059zex-1.txt EXHIBIT 1 EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning him or itself; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he or it knows or has reason to believe that such information is inaccurate. Dated: May 6, 2002 SALOMON BROTHERS HOLDING COMPANY INC By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----