Exhibit 1.01
TERMS AGREEMENT
March 25, 2004
Citigroup Global Markets Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $85,000,000 aggregate
principal amount of its Equity Linked Securities (ELKS(R)) (8,500,000 ELKS)
based upon the common stock of Newmont Mining Corporation due March 31, 2005
(the "Securities"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, Citigroup Global Markets Inc. (the
"Underwriter") offers to purchase 8,500,000 Securities in the principal amount
of $85,000,000 at 97.5% of the principal amount. The Closing Date shall be March
30, 2004 at 9:00 a.m. at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx
Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: Equity Linked Securities (ELKS(R)) based upon the
Common Stock of Newmont Mining Corporation due
March 31, 2005
Maturity: March 31, 2005
Coupon: Each ELKS will pay a total coupon of $0.7000 in
cash in two separate semi-annual installments
payable in part on each of two separate Interest
Payment Dates. The first coupon of $.3500 will be
composed of $0.0573 of interest and a partial
payment of an option premium in the amount of
$0.2927. The second coupon of $0.3500 will be
composed of $0.0573 of interest and a partial
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payment of an option premium in the amount of
$0.2927.
Maturity Payment: Holders of the ELKS will be entitled to receive
at maturity the Maturity Payment (as defined in
the Prospectus Supplement dated March 25, 2004
relating to the Securities)
Interest Payment Dates: September 30, 2004 and March 31, 2005
Regular Record Dates: September 23, 2004 and March 24, 2005
Initial Price To Public: 100% of the principal amount thereof, plus
accrued interest from March 30, 2004 to date of
payment and delivery
Redemption Provisions: The Securities are not redeemable by the Company
prior to maturity.
Trustee: The Bank of New York
Indenture: Indenture, dated as of October 27, 1993, as
amended from time to time
All the provisions contained in the document entitled "Xxxxxxx Xxxxx
Barney Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated December 1, 1997 (the "Basic Provisions"), a copy of which
you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if the Basic Provisions had been set
forth in full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Terms Agreement:
(A) All references to "Xxxxxxx Xxxxx Xxxxxx Holdings Inc." in the Basic
Provisions shall refer to the Company.
(B) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the
Securities will be in the
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form of Book-Entry Notes and shall be delivered on March 30, 2004 against
payment of the purchase price to the Company by wire transfer in
immediately available funds to such accounts with such financial
institutions as the Company may direct.
(C) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Citigroup Global
Markets Inc., offer, sell, contract to offer or sell or otherwise dispose
of any securities, including any backup undertaking for such securities,
of the Company, in each case that are substantially similar to the
Securities or any security convertible into or exchangeable for the ELKS
or such substantially similar securities, during the period beginning the
date of the Terms Agreement and ending the Closing Date."
(D) Paragraph 5(g) of the Basic Provisions shall be amended and restated as
follows: "You shall have received on the Closing Date a letter from KPMG
LLP covering the matters set forth in Exhibit II hereto, with respect to
the Registration Statement and the Prospectus at the time of the Terms
Agreement."
The Underwriter hereby agrees in connection with the underwriting of the
Securities to comply with the requirements set forth in any applicable sections
of Section 2720 to the By-Laws of the National Association of Securities
Dealers, Inc.
Xxxxxxx X. Xxxx, Esq., is counsel to the Company. Cleary, Gottlieb, Xxxxx
& Xxxxxxxx is counsel to the Underwriter. Cleary, Gottlieb, Xxxxx & Xxxxxxxx is
special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on March 25, 2004, by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
March 25, 2004, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
and Treasurer
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