Exhibit 99 (C)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 INITIAL PRINCIPAL AMOUNT
CUSIP - REPRESENTED $-
representing - Notes
($10 per Note)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Stock Market Upturn Notes Based Upon
the Dow Xxxxx Industrial Average(SM) Due -, 2006
Citigroup Global Markets Holdings Inc., a New York corporation (hereinafter
referred to as the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received and on condition
that this Note is not redeemed by the Company prior to -, 2006 (the "Stated
Maturity Date"), hereby promises to pay to CEDE & CO., or its registered
assigns, the Maturity Payment (as defined below), on the Stated Maturity Date.
This Note will not bear interest, is not subject to any sinking fund, is not
subject to redemption at the option of the holder thereof prior to the Stated
Maturity Date, and is not subject to the defeasance provisions of the Indenture.
Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts.
This Note is one of the series of - Stock Market Upturn Notes Based Upon
the Dow Xxxxx Industrial Average(SM) (the "Index") Due -, 2006 (the "Notes").
INTEREST
The Notes do not bear interest. No payments on the Notes will be made until
the Stated Maturity Date.
PAYMENT AT MATURITY
On the Stated Maturity Date, holders of the Notes will receive for each
Note the Maturity Payment described below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each Note equals the sum of the initial principal
amount of $10 per Note plus the Index Return Amount.
The "Index Return Amount" is calculated as follows:
- If the Index Return is positive, the Index Return Amount will equal
the product of:
$10 * Upside Participation Rate * Index Return.
- If the Index Return is negative, the Index Return Amount will equal
the product of:
$10 * Index Return
- If the Index Return is zero, the Index Return Amount will be zero.
The "Index Return" equals:
Ending Value - Starting Value
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Starting Value
The "Upside Participation Rate" is -%.
The "Starting Value" is -, the closing value of the Index on May 24,
2005.
The "Ending Value" will be the closing value of the Index on the third
Index Business Day before the Stated Maturity Date.
If no value (including a closing value) of the Index is available on the
third business day before maturity because of a Market Disruption Event or
otherwise, unless deferred by the calculation agent as described below, the
closing value of the Index will be the arithmetic mean, as determined by the
calculation agent, of the value of the Index obtained from as many dealers in
equity securities (which may include Citigroup Global Markets Inc. or any of the
Company's other subsidiaries or affiliates), but not exceeding three such
dealers, as will make such value available to the calculation agent. The
determination of the closing value of the Index by the
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calculation agent in the event no such closing value is available may be
deferred by the calculation agent for up to two consecutive Index Business Days
on which a Market Disruption Event is occurring, but not past the Index Business
Day prior to the Stated Maturity Date.
An "Index Business Day" means a day, as determined by the calculation
agent, on which the Index or any successor index is calculated and published and
on which securities comprising more than 80% of the value of the Index on such
day are capable of being traded on their relevant exchanges during the one-half
hour before the determination of the closing value of the Index. All
determinations made by the calculation agent will be at the sole discretion of
the calculation agent and will be conclusive for all purposes and binding on the
Company and the beneficial owners of the Notes, absent manifest error.
A "Market Disruption Event" means, as determined by the calculation agent
in its sole discretion, the occurrence or existence of any suspension of or
limitation imposed on trading (by reason of movements in price exceeding limits
permitted by any relevant exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, for a period longer than two hours, or during the
one-half hour period preceding the close of trading, on the applicable exchange,
of accurate price, volume or related information in respect of (a) stocks which
then comprise 20% or more of the value of the Index or any successor index, (b)
any options or futures contracts, or any options on such futures contracts
relating to the Index or any successor index, or (c) any options or futures
contracts relating to stocks which then comprise 20% or more of the value of the
value of the Index or any successor index on any exchange or market if, in each
case, in the determination of the calculation agent, any such suspension,
limitation or unavailability is material. For the purpose of determining whether
a Market Disruption Event exists at any time, if trading in a security included
in the Index is materially suspended or materially limited at that time, then
the relevant percentage contribution of that security to the value of the Index
will be based on a comparison of the portion of the value of the Index
attributable to that security relative to the overall value of the Index, in
each case immediately before that suspension or limitation.
DISCONTINUANCE OF THE DOW XXXXX INDUSTRIAL AVERAGESM
If Dow Xxxxx discontinues publication of the Index or if it or another
entity publishes a successor or substitute index that the calculation agent
determines, in its sole discretion, to be comparable to the Index, then the
value of the Index will be determined by reference to the value of that index,
which we refer to as a "successor index."
Upon any selection by the calculation agent of a successor index, the
calculation agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the successor index to the
registered holders of the Notes.
If Xxx Xxxxx discontinues publication of the Index and a successor index is
not selected by the calculation agent or is no longer published on any date of
determination of the value of the index, the value to be substituted for the
Index for that date will be a value computed by the calculation agent for that
date in accordance with the procedures last used to calculate the Index prior to
any such discontinuance.
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If Dow Xxxxx discontinues publication of the Index prior to the
determination of the Index Return Amount and the calculation agent determines
that no successor index is available at that time, then on each Index Business
Day until the earlier to occur of (a) the determination of the Index Return
Amount and (b) a determination by the calculation agent that a successor index
is available, the calculation agent will determine the value that is to be used
in computing the value of the Index as described in the preceding paragraph. The
calculation agent will cause notice of those daily closing values to be
published not less often than once each month in The Wall Street Journal (or
another newspaper of general circulation).
If a successor index is selected or the calculation agent calculates a
value as a substitute for the Index as described above, the successor index or
value will be substituted for the Index for all purposes, including for purposes
of determining whether an Index Business Day or Market Disruption Event occurs.
All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will be conclusive for all purposes and
binding on the Company and the beneficial owners of the Notes, absent manifest
error.
ALTERATION OF METHOD OF CALCULATION
If at any time the method of calculating the Index or a successor index is
changed in any material respect, or if the Index or any successor index is in
any other way modified so that the value of the Index or the successor index
does not, in the opinion of the calculation agent, fairly represent the value of
that index had the changes or modifications not been made, then, from and after
that time, the calculation agent will, at the close of business in New York, New
York, make those adjustments as, in the good faith judgment of the calculation
agent, may be necessary in order to arrive at a calculation of a value of a
stock index comparable to the Index or the successor index as if the changes or
modifications had not been made, and calculate the value of the index with
reference to the Index or the successor index. Accordingly, if the method of
calculating the Index or the successor index is modified so that the value of
the Index or any successor index is a fraction or a multiple of what it would
have been if it had not been modified, then the calculation agent will adjust
that index in order to arrive at a value of the index as if it had not been
modified.
GENERAL
This Note is one of a duly authorized issue of debt securities of the
Company (the "Debt Securities"), issued and to be issued in one or more series
under a Senior Debt Indenture, dated as of October 27, 1993, as supplemented by
a First Supplemental Indenture, dated as of November 28, 1997, a Second
Supplemental Indenture, dated as of July 1, 1999, and as further supplemented
from time to time (the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the holders of the Notes, and the terms upon
which the Notes are, and are to be, authenticated and delivered.
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If an Event of Default with respect to the Notes shall have occurred and be
continuing, the amount declared due and payable upon any acceleration permitted
by the Indenture will be determined by the calculation agent and will be equal
to, with respect to this Note, the Maturity Payment calculated as though the
Stated Maturity Date of this Note were the date of early repayment. In case of
default at Maturity of this Note, this Note shall bear interest, payable upon
demand of the beneficial owners of this Note in accordance with the terms
hereof, from and after Maturity through the date when payment of such amount has
been made or duly provided for, at the rate of -% per annum on the unpaid
amount due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and a majority in
aggregate principal amount of the Debt Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time Outstanding, on behalf of the holders of
all Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
The holder of this Note may not enforce such holder's rights pursuant to
the Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company to pay the Maturity Payment with
respect to this Note, and to pay any interest on any overdue amount thereof at
the time, place and rate, and in the coin or currency, herein prescribed.
All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
Corporate Seal
Attest:
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
Dated: May 27, 2005
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned Indenture.
The Bank of New York,
as Trustee
By:
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Authorized Signatory
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