-----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, P4+1Y/L8sjTfxpQ7oIWnf91kfmJJihvikWUDscL51W2DjUziiR4u6hBLr+mfT4uY +4xEh3CjNyN5PGeX3KIv2A== /in/edgar/work/20000720/0000950123-00-006695/0000950123-00-006695.txt : 20000920 0000950123-00-006695.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006695 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000710 ITEM INFORMATION: FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] 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: 675994 BUSINESS ADDRESS: STREET 1: 12855 NORTH OUTER FORTY DR CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 250 WEST ST STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10013 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 e8-k.txt CITIGROUP INC. 1 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) JULY 11, 2000 ------------- 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) 2 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 July 11, 2000, among the Company and Salomon Brothers International Limited, Bear, Stearns International Limited, Daiwa Securities SB Capital Markets Europe Limited, Deutsche Bank AG London, Goldman Sachs International, IBJ International plc, Nomura International plc, Sanwa International plc and Tokyo-Mitsubishi International plc, as Underwriters, relating to the offer and sale of the Company's 1.40% Notes due July 18, 2005. 4.01 Form of DTC Global Note for the Company's 1.40% Notes due July 18, 2005. 4.02 Form of International Global Note for the Company's 1.40% Notes due July 18, 2005. 4.03 Form of Fiscal Agency Agreement among Citibank, N.A. London Office, the Company and Banque Internationale a Luxembourg S.A. 3 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: July 11, 2000 CITIGROUP INC. By /s/ FIROZ B. TARAPORE ------------------------ Firoz B. Tarapore Deputy Treasurer EX-1.01 2 ex1-01.txt TERMS AGREEMENT 1 Exhibit 1.01 TERMS AGREEMENT July 11, 2000 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 (Y) 55,000,000,000 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 99.654% of the principal amount thereof, plus accrued interest, if any, from July 18, 2000. The Closing Date shall be July 18, 2000, at 8:30 A.M. at the office of the Company located at 153 East 53rd Street, New York, New York 10043. The Securities shall have the following terms: Title: ............................................. 1.40% Notes due 2005 Maturity: .......................................... July 18, 2005 Interest Rate: ..................................... 1.40% Interest Payment Dates: ............................ January 18 and July 18, commencing January 18, 2001 Initial Price to Public: ........................... 99.954% of the principal amount thereof, plus accrued interest, if any, from July 18, 2000 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 July 10, 2000 to the Prospectus dated June 19, 2000. Record Dates: ...................................... The January 1 or July 1 preceding each Interest Payment Date
2 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"), the Euroclear System and Clearstream Banking, societe anonyme, or their respective nominees, as described in the Prospectus Supplement relating to the Notes. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by such entities and their respective participants. 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 Japanese Yen, provided however, that, as described in the Prospectus Supplement, when interests in the Securities are held through DTC, all payments in respect of such DTC Securities will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC Securities elects to receive payment in Japanese Yen. 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 "(333-37992), including a prospectus (which prospectus also relates to $50,000,000 aggregate principal amount of securities of the Company previously registered on a registration statement on Form S-3 (333-68949) (the "Predecessor Registration Statement") 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 Statement, only at its effective date)"; (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 Statement, only at its effective date)"; and (g) In the fourth line of Section 10, delete "65 East 55th Street, New York, New York 10022," and insert in lieu thereof "153 East 53rd Street, New York, New York 10043." 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 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. 2 3 In addition to the legal opinions required by Sections 5(c) and 5(d) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher and Flom LLP, 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" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition or the Securities to holders 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 holders of Securities under current law. Stephanie B. Mudick, Esq., Deputy General Counsel 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 Underwriters. Please accept this offer no later than 9:00 o'clock p.m. Eastern Standard Time on July 11, 2000 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 4 "We hereby accept your offer, set forth in the Terms Agreement, dated July 11, 2000, to purchase the Securities on the terms set forth therein." Very truly yours, SALOMON BROTHERS INTERNATIONAL LIMITED BEAR, STEARNS INTERNATIONAL LIMITED DAIWA SECURITIES SB CAPITAL MARKETS EUROPE LIMITED DEUTSCHE BANK AG LONDON GOLDMAN SACHS INTERNATIONAL IBJ INTERNATIONAL PLC NOMURA INTERNATIONAL PLC SANWA INTERNATIONAL PLC TOKYO-MITSUBISHI INTERNATIONAL PLC By: SALOMON BROTHERS INTERNATIONAL LIMITED By: /s/ Martha D. Bailey Name: Martha D. Bailey Title: First Vice President ACCEPTED: CITIGROUP INC. By: /s/ Firoz B. Tarapore Name: Firoz B. Tarapore Title: Deputy Treasurer 4 5 Annex A
Principal Agent Amount - -------------------------------------------------------------------------------- -------------------- SALOMON BROTHERS INTERNATIONAL LIMITED.......................................... (Y)48,400,000,000 BEAR, STEARNS INTERNATIONAL LIMITED............................................. 825,000,000 DAIWA SECURITIES SB CAPITAL MARKETS EUROPE LIMITED.............................. 825,000,000 DEUTSCHE BANK AG LONDON......................................................... 825,000,000 GOLDMAN SACHS INTERNATIONAL..................................................... 825,000,000 IBJ INTERNATIONAL PLC........................................................... 825,000,000 NOMURA INTERNATIONAL PLC........................................................ 825,000,000 SANWA INTERNATIONAL PLC......................................................... 825,000,000 TOKYO-MITSUBISHI INTERNATIONAL PLC.............................................. 825,000,000 -------------------- TOTAL...................................................................... (Y)55,000,000,000 ====================
EX-4.01 3 ex4-01.txt FORM OF DTC GLOBAL NOTE 1 Exhibit 4.01 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the "Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), 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. CITIGROUP INC. REGISTERED REGISTERED CUSIP: 172967 ____ ISIN: XS _________ Common Code: _________ No. R-0001-DTC-_ Yen _________ CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Yen _____ (or such other principal sum as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on ________, 20__ and to pay interest thereon from and including ________, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ________ and ________ of each year, commencing ________, 200_, at the rate of ____% 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 Note is registered at the close of business on the Record Date for such interest, which shall be the ________ or ________ (whether or not a Business Day) next preceding such Interest Payment Date. 2 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 may either be paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest hereon will be calculated on the basis of the actual number of days in the relevant period and a year of 365 days. If either a date for payment of principal or interest on the Notes or the Maturity of the Notes falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal or interest on the Notes or the Maturity of the Notes. For these purposes, "Business Day" means any day which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in (a) the relevant place of payment and (b) each of The City of New York, Tokyo and London. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in London or The City of New York in Japanese Yen, provided that holders of interests in this Note through The Depository Trust Company will receive payment in United States dollars unless they make an election to receive payment in Japanese Yen in accordance with the procedures of The Depository Trust Company and the Fiscal Agency Agreement dated as of , 2000 (the "Fiscal Agency Agreement"), in which case the exchange agent under the Fiscal Agency Agreement will convert the Japanese Yen paid by the Company into U.S. dollars in accordance with the Fiscal Agency Agreement. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 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 or by the authenticating agent on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: __________, 2000 CITIGROUP, INC. By: ___________________________________ Title: ATTEST: By: ______________________________ Assistant Secretary 4 This is one of the Notes of the series issued under the within-mentioned Indenture. Dated: __________, 2000 THE BANK OF NEW YORK, as Trustee By: ___________________________________ Name: Title: -or CITIBANK, N.A., LONDON OFFICE, as Authenticating Agent By: ___________________________________ Name: Title: 5 This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, 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 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially issued in the aggregate principal amount of (Yen symbol)__,000,000,000. So long as the Notes of this series are in the form of Global Securities only, all Notes of this series will collectively be evidenced (a) by this Global Note and the Global Note for this series bearing registration number R-0001-DTC-_ (together, the "DTC Global Notes") and (b) by the Global Security of this series registered in the name of Citivic Nominees Limited (the "International Global Note"). The DTC Global Notes and the International Global Note will at all times collectively represent the aggregate principal amount of this series outstanding from time to time. If at any time a portion of the International Global Note is exchanged for an interest in a DTC Global Note, the principal amount of a DTC Global Note shall be increased by the amount of such portion, and that DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the limitation that in no event may the principal amount of a DTC Global Note be greater than the equivalent in U.S. dollars of $400,000,000. If at any time a portion of a DTC Global Note is exchanged for an interest in the International Global Note, the principal amount of that DTC Global Note shall be decreased by the amount of such portion, and that DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease. To ascertain the U.S. dollar equivalent of the principal amount endorsed on the Schedule of Exchanges of Interests attached to a DTC Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange agent (and the date of such quote) shall be noted on such Schedule of Exchanges of Interests next to the corresponding Yen amount. If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note. The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of 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 6 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 (x) 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 (y) 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 (z) 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 Note 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 Note at the times, place and rate, and in the coin or currency, herein prescribed. This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of Yen 1,000,000 and integral multiples thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the DTC Global Notes or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System and Clearstream Banking, societe anonyme, notify the Company that they are unwilling or unable to continue as a clearing system for the International Global Note or (iv) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on the definitive Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of 7 this issue of the same principal amount to be registered in the name of the Depository or its nominee. 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 Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company will pay additional amounts ("Additional Amounts") to the beneficial owner of any Note that is a non-United States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a "net payment" on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United Sates. These Additional Amounts will constitute additional interest on the Note. The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (12) below. (1) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) having a relationship with the United States as a citizen, resident or otherwise; (b) having had such a relationship in the past or (c) being considered as having had such a relationship. (2) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past or (c) having or having had a permanent establishment in the United States. (3) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being or having been a: (a) personal holding company; (b) foreign personal holding company; 8 (c) foreign private foundation or other foreign tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote. For purposes of item (1) through (4) above, "beneficial owner" means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (5) Additional Amounts will not be payable to any beneficial owner of a Note that is a: (a) fiduciary; (b) partnership; (c) limited liability company or (d) other fiscally transparent entity or that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. (6) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge. (7) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent. 9 (8) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (9) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later. (10) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any: (a) estate tax; (b) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax or (i) any similar tax, assessment or other governmental charge. (11) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent. (12) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (11) above. Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government. As used in this Note, "United States person" means: (a) any individual who is a citizen or resident of the United States; (b) any corporation, partnership or other entity created or organized in or under the laws of the United States; (c) any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and (d) any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust. 10 Additionally, "non-United States person" means a person who is not a United States person, and "United States" means the United States of America, including the States and the District of Columbia, its territories, its possessions and other areas within its jurisdiction. Except as provided below, the Notes may not be redeemed prior to maturity. (1) The Company may, at its option, redeem the Notes if: (a) the Company becomes or will become obligated to pay Additional Amounts as described above; (b) the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after , 2000 and (c) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company. (2) The Company may also redeem the Notes, at its option, if: (a) any act is taken by a taxing authority of the United States on or after , 2000, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described under above; (b) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company and (c) the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described under above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms. Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York. 11 SCHEDULE OF EXCHANGES OF INTERESTS The following exchanges of a part of this Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Note, have been made:
Principal Amount of Signature of Amount of decrease Amount of increase this Note following Authorized in Principal Amount in Principal Amount such decrease (or Officer of Date of of this Note of this Note increase) Trustee or Exchange Fiscal Agent - -------- ------------------- ------------------- ------------------- ------------- ________, 2000 (original issuance) Yen__________ _____________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________
* This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note, and, if so used, shall be deemed a part thereof for all purposes. EX-4.02 4 ex4-02.txt FORM OF INTERNATIONAL GLOBAL NOTE 1 Exhibit 4.02 This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein. Unless this certificate is presented by an authorized representative of The Euroclear System or Clearstream Banking, societe anonyme (each a "Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Citivic Nominees Limited or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Citivic Nominees Limited or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Citivic Nominees Limited, has an interest herein. CITIGROUP INC. REGISTERED REGISTERED CUSIP: 172967 ____ ISIN: XS__________ Common Code: _________ No. R-0002-INT up to (Yen)__,000,000,000 CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Citivic Nominees Limited, or registered assigns, the principal sum of up to (Yen)__,000,000,000 (or such other principal sum as has been most lately endorsed on the Schedule of Exchanges of Interests hereto) on _______, 20__ and to pay interest thereon from and including ______, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ______ and ______ of each year, commencing ______, 200_, at the rate of ____% 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 Note is registered at the close of business on the Record Date for such interest, which shall be the ______ or ______ (whether or not a Business Day) next preceding such Interest Payment Date. 2 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 may either be paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest hereon will be calculated on the basis of the actual number of days in the relevant period and a year of 365 days. If either a date for payment of principal or interest on the Notes or the Maturity of the Notes falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal or interest on the Notes or the Maturity of the Notes. For these purposes, "Business Day" means any day which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in (a) the relevant place of payment and (b) each of The City of New York, Tokyo and London. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in London or The City of New York in Japanese Yen. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 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 or by the authenticating agent on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: _____, 2000 CITIGROUP INC. By:_________________________________ Title: ATTEST: By:___________________ Assistant Secretary 4 This is one of the Notes of the series issued under the within-mentioned Indenture. Dated: _____, 2000 THE BANK OF NEW YORK, as Trustee By:_________________________________ Name: Title: -or- CITIBANK, N.A., LONDON OFFICE, as Authenticating Agent By:_________________________________ Name: Title: 5 This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, 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 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially issued in the aggregate principal amount of (Yen)55,000,000,000. So long as the Notes of this series are in the form of Global Securities only, all Notes of this series will collectively be evidenced (a) by the two Global Securities for this series registered in the name of Cede & Co. and bearing registration numbers R-0001-DTC-_ and R-0001-DTC-_ (together, the "DTC Global Notes") and (b) by this Global Note (the "International Global Note"). The DTC Global Notes and the International Global Note will at all times collectively represent the aggregate principal amount of this series outstanding from time to time. If at any time a portion of the International Global Note is exchanged for an interest in a DTC Global Note, the principal amount of a DTC Global Note shall be increased by the amount of such portion, and that DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the limitation that in no event may the principal amount of a DTC Global Note be greater than the equivalent in U.S. dollars of $400,000,000. If at any time a portion of a DTC Global Note is exchanged for an interest in the International Global Note, the principal amount of that DTC Global Note shall be decreased by the amount of such portion, and that DTC Global Note shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease. To ascertain the U.S. dollar equivalent of the principal amount endorsed on the Schedule of Exchanges of Interests attached to a DTC Global Note, inquiry shall be made of the exchange agent under the Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange agent (and the date of such quote) shall be noted on such Schedule of Exchanges of Interests next to the corresponding Yen amount. If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note. The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of 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 6 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 (x) 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 (y) 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 (z) 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 Note 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 Note at the times, place and rate, and in the coin or currency, herein prescribed. This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of (Yen)1,000,000 and integral multiples thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the DTC Global Notes or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System and Clearstream Banking, societe anonyme, notify the Company that they are unwilling or unable to continue as a clearing system for the International Global Note or (iv) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on the definitive Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of 7 this issue of the same principal amount to be registered in the name of the Depository or its nominee. 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 Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company will pay additional amounts ("Additional Amounts") to the beneficial owner of any Note that is a non-United States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a "net payment" on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Note. The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (12) below. (1) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) having a relationship with the United States as a citizen, resident or otherwise; (b) having had such a relationship in the past or (c) being considered as having had such a relationship. (2) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past or (c) having or having had a permanent establishment in the United States. (3) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being or having been a: (a) personal holding company; (b) foreign personal holding company; 8 (c) foreign private foundation or other foreign tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote. For purposes of item (1) through (4) above, "beneficial owner" means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (5) Additional Amounts will not be payable to any beneficial owner of a Note that is a: (a) fiduciary; (b) partnership; (c) limited liability company or (d) other fiscally transparent entity or that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. (6) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge. (7) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent. 9 (8) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (9) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later. (10) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any: (a) estate tax; (b) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax or (i) any similar tax, assessment or other governmental charge. (11) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent. (12) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (11) above. Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government. As used in this Note, "United States person" means: (a) any individual who is a citizen or resident of the United States; (b) any corporation, partnership or other entity created or organized in or under the laws of the United States; (c) any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and (d) any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust. 10 Additionally, "non-United States person" means a person who is not a United States person, and "United States" means the United States of America, including the States and the District of Columbia, its territories, its possessions and other areas within its jurisdiction. Except as provided below, the Notes may not be redeemed prior to maturity. (1) The Company may, at its option, redeem the Notes if: (a) the Company becomes or will become obligated to pay Additional Amounts as described above; (b) the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after _____, 2000 and (c) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company. (2) The Company may also redeem the Notes, at its option, if: (a) any act is taken by a taxing authority of the United States on or after _____, 2000, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described under above; (b) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company and (c) the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described under above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms. Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York. 11 SCHEDULE OF EXCHANGES OF INTERESTS The following exchanges of a part of this Note for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Note, have been made:
Principal Amount of this Signature of Amount of decrease in Amount of increase in Note following such Authorized Officer Principal Amount of this Principal Amount of this decrease (or increase) of Trustee or Date of Exchange Note Note Fiscal Agent ______, 2000 (original issuance) (Y)__,000,000,000 __________________ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------
* This Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or other agent of the Company in respect of this Note, and, if so used, shall be deemed a part thereof for all purposes. EX-4.03 5 ex4-03.txt FORM OF FISCAL AGENCY AGREEMENT 1 1 CITIGROUP INC. AND CITIBANK, N.A. AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT AND BANQUE INTERNATIONALE A LUXEMBOURG S.A. AS PAYING AGENT AND TRANSFER AGENT - -------------------------------------------------------------------------------- AGENCY AGREEMENT YEN 55,000,000,000 1.40% NOTES DUE 2005 DATED AS OF JULY 18, 2000 - -------------------------------------------------------------------------------- 2 2 THIS AGREEMENT is made in London as of July 18, 2000, BY (1) CITIGROUP INC. (the "ISSUER"). (2) CITIBANK, N.A., ("CITIBANK, N.A."), which shall act as fiscal agent, registrar and exchange agent (hereinafter referred to in such respective capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE AGENT", which expressions shall include any successor or successors thereto). (3) BANQUE INTERNATIONALE A LUXEMBOURG S.A., which shall act as paying agent and transfer agent (hereinafter referred to as "Paying Agent" and "Transfer Agent", which expression shall include any successor or successors thereto). WHEREAS pursuant to the Terms Agreement dated July 11, 2000 (the "UNDERWRITING AGREEMENT") between the Issuer and the Underwriters referred to therein, the Issuer has agreed to issue its Yen 55,000,000,000 1.40% Notes due July 2005 (the "NOTES"); WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar and Exchange Agent and Banque Internationale a Luxembourg S.A. as Paying Agent and Transfer Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto. IT IS HEREBY AGREED as follows: 1. DEFINITIONS, INTERPRETATION The following terms shall, unless the context otherwise requires, have the respective meanings indicated below: "AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agent. "CONDITIONS" means the terms and conditions of the Notes, as contained in the Global Notes, in the Prospectus Supplement dated July 10, 2000 and the Indenture. "GLOBAL NOTES" means either one or both of (i) the International Global Note in the form of Schedule 1 attached hereto and (ii) the DTC Global Notes in the form of Schedule 2 attached hereto (also referred to herein as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE", respectively). "INDENTURE" means the Indenture dated as of March 15, 1987, as amended and supplemented to date, between the Issuer and The Bank of New York (the "Trustee"), a copy of which is attached hereto as Schedule 3. Terms not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions. 3 3 2. APPOINTMENTS 2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar and Exchange Agent in respect of the Notes and Global Notes. 2.2 Citibank, N.A. hereby accepts such appointments and the resulting obligations, and agrees to act in such capacities, on the terms and conditions set out in this Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to effect any publication of notices pursuant to the Conditions. 2.3 The Issuer hereby appoints Banque Internationale a Luxembourg S.A. to act as Paying Agent and Transfer Agent in respect of the Notes and Global Notes. 2.4 Banque Internationale a Luxembourg S.A. hereby accepts such appointments and the resulting obligations, and agrees to act in such capacities, on the terms and conditions set out in this Agreement and the Schedules hereto. 2.5 The obligations of the Agents are several and not joint. 3. THE NOTES 3.1 The Notes shall be represented by permanent Global Notes without interest coupons as specified in the Conditions. The International Global Note and the DTC Global Note shall be substantially in the forms attached hereto as Schedules 2 and 3, respectively, in each case with such changes as may be agreed between the Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon, each Global Note. In the event that individual definitive Notes are issued, the parties shall enter into a supplement to this Agreement to provide for the matters set forth herein with regard to such definitive Notes. 3.2 Each Global Note shall be signed manually by a duly authorised officer of the Issuer and dated the Issue Date. Each Global Note shall be authenticated manually by Citibank, N.A. as authenticating agent on behalf of the Trustee, and delivered to (i) in the case of the International Global Note, Citibank, N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case of the DTC Global Notes, Citibank, N.A., London office as custodian for The Depository Trust Company New York ("DTC"). 4. PAYING AGENCY 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in Yen in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is due, provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the Fiscal Agent on the next succeeding Business Day (for the purposes of this Clause 4, Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of Tokyo, London and the City of New York). The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. If applicable, the Fiscal Agent will, from funds so received from the Issuer, credit to the account of the Paying Agent the amounts of all such payments made by it in accordance with the provisions of this Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent 4 4 shall forthwith notify immediately the Issuer by telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent's cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 8 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), and 4.4.2 shall not be required to account for interest thereon. 5. DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES 5.1 On behalf and at the request and expense of the Issuer, the Fiscal Agent shall cause to be published any notices required to be given by the Issuer in accordance with the Conditions. 5.2 The Issuer shall provide to the Fiscal Agent sufficient copies of all documents required by the Conditions to be available for issue or inspection, and the Fiscal Agent shall make such copies available to Noteholders upon their request. 5.3 To the extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior to publication) of all notices to be issued in connection with the Notes. 6. CANCELLATION OF THE GLOBAL NOTES 6.1 Subject to the terms of the Indenture, promptly upon the Issuer's request, the Registrar shall take all measures necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated pursuant to the Conditions. The Registrar shall cause any such Notes (i) to the extent represented by the International Global Note, to be cancelled resulting in a reduction in the aggregate amount of the Notes represented by the International Global Note by the aggregate amount of Notes so cancelled, and (ii) to the extent represented by the DTC Global Note, to be cancelled in accordance with the procedures established for that purpose by DTC, resulting in a reduction in the aggregate amount of the Notes represented by the DTC Global Note by the aggregate amount of the Notes so cancelled. 6.2 On the same day such cancellation is effected, the Registrar shall record such cancellation of Notes on the Register in such a way that the aggregate principal amount of Notes cancelled at any time together with the aggregate principal amount of Notes outstanding and represented by the Global Notes shall equal the aggregate principal amount of Notes originally issued by the Issuer. 6.3 The Registrar shall upon request furnish the Issuer with a notice of cancellation signed by an authorized officer of the Registrar confirming the cancellation of such Notes and the corresponding reduction of the relevant Global Note(s). 5 5 7. DUTIES OF THE REGISTRAR 7.1 The Registrar shall maintain the Register in London in accordance with the Conditions. The Register shall show the aggregate amount of Notes represented by each Global Note at the date of issue and all subsequent transfers and exchanges involving a change in such amounts and the names and addresses of the registered holders (each a "PAYEE"). On the first Business Day after the Record Date for any interest payment on the Notes, the Registrar shall send payment details in respect of the Payees and the Yen accounts to which transfers should be made to the Fiscal Agent. 7.2 Transfers or exchanges of Notes will be made in accordance with the Conditions, the procedures established for this purpose between Euroclear, Clearstream, DTC and the Registrar, and Euroclear, Clearstream and DTC's regulations applicable to such transfers or exchanges. Any such transfer or exchange which results in a change in the aggregate principal amount of Notes held by Euroclear, Clearstream and DTC shall be notified by Euroclear, Clearstream and DTC to the Registrar. The Registrar shall promptly enter details of the transfer or exchange in the Register, which entry shall, without further action, cause the aggregate principal amount represented by each Global Note to be amended accordingly. 7.3 The Registrar shall at all reasonable times during office hours make the Register available to the Issuer and the Fiscal Agent or any person authorised by either of them for inspection and for the taking of copies thereof or extracts therefrom, and the Registrar shall deliver to such persons such information contained in the Register or relating to the Notes as they may reasonably request. 8. DUTIES OF THE TRANSFER AGENT If and to the extent so specified by the Conditions and in accordance therewith, or if otherwise requested by the Issuer, the Transfer Agent shall make available all relevant forms of transfer, inform the Registrar of the name and address of the relevant person to be inserted in the Registrar and carry out such other acts as maybe necessary to give effect to the Conditions and this Agreement. 9. PAYMENTS TO DTC NOTEHOLDERS 9.1 All amounts of principal and interest due in respect of the Notes which are represented by the DTC Global Note (each a "DTC AMOUNT") shall be paid in U.S. dollars (each such payment being referred to herein as a "U.S. DOLLAR PAYMENT"), unless DTC has advised the Fiscal Agent that the relevant Noteholder has made an effective election to receive all or a portion of its payment in Yen outside DTC (each a "YEN PAYMENT"). 9.2 The Paying Agent shall, from each DTC Amount received by it, make U.S. Dollar Payments in accordance with the Conditions and Yen Payments in accordance with the Conditions. 10. DUTIES OF EXCHANGE AGENT The Exchange Agent shall: (i) accept Yen by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to receive payment in Yen and, if so, the amount of Notes held by such holders and the accounts to which such payments in Yen are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Yen amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into US dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and (ii) at or prior to 11:00 a.m., London time, on the second London business day preceding the applicable payment date, enter into a contract for the purchase of US dollars with the Specified Amount of Yen for settlement on such payment date. "SPECIFIED AMOUNT" shall mean the 6 6 aggregate amount of Yen payable to all Noteholders holding Notes through participants of DTC that have not elected to receive payments in Yen. The amount of U.S. dollars payable in respect of a particular payment under the DTC Global Note will be equal to the amount of Yen otherwise payable exchanged into U.S. dollars at the Yen/U.S.$ exchange rate prevailing as at 11:00 a.m. (London time) on the second London business day prior to the relevant payment date, less any costs incurred by the Exchange Agent for such conversion (such costs to be shared pro rata among holders under the DTC Global Note accepting U.S. dollar payments in proportion of their respective holdings). If an exchange rate bid quotation is not so available, the Exchange Agent shall obtain a bid quotation from a leading foreign exchange bank in London selected by the Exchange Agent after consultation with the Issuer. If no bid quotation is so available, payment will be made in Yen to the account or accounts specified by DTC to the Exchange Agent. Pending specification of such account or accounts, funds held by the Exchange Agent shall bear interest at the rate quoted by it for deposits with the Exchange Agent on an overnight basis, but only to the extent that the Exchange Agent is able to reinvest such funds. If the payment date is not a day on which commercial banks are open for business (including dealings in foreign currencies) in each of London, Tokyo and New York City, delivery of the U.S. dollars will occur on the next succeeding day which is such a business day. In this sub-clause (ii), the term "London business day" shall mean any day on which commercial banks and foreign exchange markets settle payments in New York City, London and Tokyo. 11. CONDITIONS OF APPOINTMENT 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of 7 7 any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agent. No Agent shall not be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 12. CHANGE IN AGENTS 12.1 Each of the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days' written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Each of the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent may at any time resign by giving at least 30 days' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any due date for payment of any Notes or before a new Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent as the case may be, shall have been appointed by the Issuer as hereinafter provided, and such new Agent shall have accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agent(s). 12.2 The Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before the expiry of any notice under Clause 12.1 above, the Issuer has not appointed a replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 12.3 Upon the effectiveness of the appointment of any successor Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent, as the case may be, pursuant to Clause 12.1, the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent so removed shall cease to be a Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent, as the case may be, hereunder. Prior to the effectiveness of such appointment, the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent shall hold all moneys deposited with it or held by it hereunder in respect of the Notes to the order of the respective successor Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent. 13. NOTICES Notices shall be in writing (including by facsimile) and addressed to the relevant party hereto as follows: (a) If to the Issuer: Citigroup Inc. 153 East 53rd Street New York, New York 10043 Attention: Treasury Department Telephone: 212-793-8090 Telefax: 212-793-8098 (b) If to the Fiscal Agent, Registrar and Exchange Agent: Citibank, N.A. 8 8 P.O. Box 18055 5 Carmelite Street London EC4Y 0PA Attn: Global Agency & Trust Services Telefax: 44-020-7508-3876, -3877, -3878 or -3879 (c) If to the Paying Agent: Banque Internationale a Luxembourg S.A. 69, route d'Esch L-2953 Luxembourg Telephone: 352-45-90-42-28 Telefax: 352-45-90-42-27 or at any other address of which any of the foregoing shall have notified the others, and shall be deemed to have been given when received by the relevant party. 14. APPLICABLE LAW, PLACE OF JURISDICTION 14.1 This Agreement shall be subject to New York law. 14.2 Non-exclusive place for all proceedings arising out of this agreement shall be New York. 15. MISCELLANEOUS 15.1 The Fiscal Agent agrees to perform its obligations hereunder through its London Branch to the extent that this is necessary or appropriate in order to make payments to DTC or DTC Participants in accordance with the Conditions. 15.2 The Fiscal Agent shall promptly advise the Issuer of any notice including any notice declaring Notes due, which it may receive pursuant to the Conditions. 15.3 Should any of the provisions of this Agreement be or become invalid, in whole or in part, the other provisions of this Agreement shall remain in force. Invalid provisions shall, according to the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as close as legally possible to that of the invalid provisions. 15.4 This Agreement may be signed in two counterparts. 15.5 Terms not defined in this Agreement shall have the meanings ascribed to them in the Underwriting Agreement or the Conditions, as the case may be. 15.6 If there is any conflict between the terms of this Agreement and the terms of the Indenture, the terms of the Indenture shall control. 15.7 The provisions of the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), shall be incorporated by reference herein to the extent applicable. Each of the Agents agrees to abide by the Trust Indenture Act, to the extent applicable in the performance of their respective duties hereunder. If there is any conflict between the terms of this Agreement and the Trust Indenture Act, the provisions of the Trust Indenture Act shall govern to the extent of such conflict. 9 9 This Agreement has been entered into effective the date stated at the beginning hereof. CITIGROUP INC. /s/ Firoz B. Tarapore - ----------------------------------------------------------- Firoz B. Tarapore CITIBANK, N.A. /s/ David Mares - ------------------------------------------------------ David Mares BANQUE INTERNATIONALE A LUXEMBOURG S.A. /s/ David Mares - ------------------------------------------------------ David Mares as attorney in Fact -----END PRIVACY-ENHANCED MESSAGE-----