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
May 17, 2001
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Date of Report (Date of earliest event reported)
Citigroup Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9924 52-1568099
(Commission File Number) (IRS Employer Identification No.)
399 Park Avenue, New York, New York 10043
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 559-1000
Item 5. Other Information
Grupo Financiero Banamex-Accival ("Banacci"), Mexico's top financial
institution, and Citigroup, the preeminent global financial services company,
announced today that they have reached an agreement through which Banacci, and
all its direct and indirect subsidiaries, will integrate with Citigroup's global
operations. Banacci shareholders will receive $6.25 billion in cash and
126,877,791 Citigroup shares which, based on a closing price of $49.26 on May
11th, have a value of $6.25 billion - for a total transaction value of $12.5
billion.
The transaction grants equal treatment to all Banacci shareholders, and
the tender offer is for 100% of Banacci shares. Shareholders representing at
least 51% of Banacci's shares have agreed to tender their shares prior to
the tender offer. Citigroup will apply to have its shares listed on the Mexican
Stock Exchange. If approved, Citigroup will be the first international company
to be so listed.
Under the terms of the transaction, Banacci and Citigroup's operations
in Mexico will be integrated, and will conduct business under the "Banamex"
brand name.
The transaction, which has been unanimously approved by the Boards of
Directors of both companies, is subject to a number of regulatory approvals and
is expected to close in the fourth quarter.
A joint press release announcing the transaction was issued on May 17,
2001, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and which
is incorporated herein by reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number
99.1 Joint Press Release, dated May 17, 2001, issued by
Citigroup Inc. and Grupo Financiero Banamex-Accival.
SIGNATURES
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.
Date: May 17, 2001 Citigroup Inc.
By: /s/ Michael A. Ross
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Michael A. Ross
Assistant Secretary
EXHIBIT INDEX
Exhibit Number
99.1 Joint Press Release, dated May 17, 2001, issued by
Citigroup Inc. and Grupo Financiero Banamex-Accival.
EXHIBIT 99.1
For immediate release
Citigroup Inc. (NYSE: C)
Banacci (BMV: BANACCI.O)
May 17, 2001
BANACCI TO INTEGRATE WITH CITIGROUP
Banacci Shareholders to be offered $6.25 Billion in Citigroup Shares and
$6.25 Billion in Cash for a Total of $12.5 Billion
Transaction Expected to Be Accretive to
Citigroup Earnings In First Year
Banacci and Citigroup's Mexican Operations to be Combined
Under the Banamex brand
Together to Serve the Fast-Growing Hispanic Community Throughout North
America
Banacci's Hernandez and Harp will join Citigroup Board
Citigroup's Rubin, Menezes and Rhodes to join Banacci and Banamex Boards
Mexico City, Mexico and New York, New York, May 17, 2001 --- Grupo
Financiero Banamex-Accival ("Banacci"), Mexico's top financial institution,
and Citigroup, the preeminent global financial services company, announced
today that they have reached an agreement through which Banacci, and all its
direct and indirect subsidiaries, will integrate with Citigroup's global
operations.
Banacci shareholders will receive $6.25 billion in cash and 126,877,791
Citigroup shares which, based on a closing price of $49.26 on May 11th, have
a value of $6.25 billion - for a total transaction value of $12.5 billion.
The transaction grants equal treatment to all Banacci shareholders, and the
tender offer is for 100% of Banacci shares. Shareholders representing at
least 51% of Banaccis shares have agreed to tender their shares prior to
the tender offer. Citigroup will apply to have its shares listed on the
Mexican Stock Exchange. If approved, Citigroup will be the first
international company to be so listed.
Under the terms of the transaction, Banacci and Citigroup's operations in
Mexico will be integrated, and will conduct business under the "Banamex"
brand name.
"Globalization is an undeniable reality, full of opportunities," said
Roberto Hernandez, Chairman of the Board of Banamex. "Our integration with
Citigroup, the most important financial institution worldwide, assures that
Mexico possesses a strong bank that will continue to compete effectively on
the changing world stage, and that the Mexican companies and consumers can
continue to be served by an exceptionally strong and competitive global
bank."
"Mexico and the United States have become increasingly integrated in terms
of the flow of goods, services and capital. This combination positions both
Banacci and Citigroup to capitalize on this important trend, and thus is a
natural next step for both of our companies," said Sanford I. Weill,
Chairman and Chief Executive Officer of Citigroup.
"Mexico is one of the most important markets in the world. As the premier
financial institution in Mexico, with a tremendous brand and an excellent
record of profitability and customer service, Banacci is the ideal partner
for our company as we work to strengthen our presence in this country. We
are extraordinarily impressed with Banamex's management, and look forward to
creating with our new partners the strongest financial institution in
Mexico, significantly enhancing our overall franchise. We will also work
together to develop our position in the rapidly growing Hispanic market in
other parts of North America."
The transaction, which has been unanimously approved by the Boards of
Directors of both companies, is subject to a number of regulatory approvals
and is expected to close in the fourth quarter.
Roberto Hernandez, Chairman of Banamex, and Alfredo Harp, Chairman of
Banacci, will maintain their current positions and join the Citigroup Board.
Citigroup's management, including Robert Rubin, Victor Menezes and William
Rhodes, will have representation on Banacci and Banamex's boards
A management team will be drawn from both organizations, headed by Manuel
Medina Mora, CEO of Banacci, who, upon closing, will also become CEO of
Banamex and who will report to Citigroup's Victor Menezes, head of
Citigroup's Emerging Markets' business.
# # #
Citigroup (NYSE:C), the preeminent global financial services company,
provides some 120 million consumers, corporations, governments and
institutions in more than 100 countries with a broad range of financial
products and services, including consumer banking and credit, corporate and
investment banking, insurance, securities brokerage and asset management.
Major brand names under Citigroup's trademark umbrella are Citibank,
CitiFinancial, Primerica, Salomon Smith Barney, and Travelers. Additional
information may be found at: www.citigroup.com.
Grupo Financiero Banamex-Accival is Mexico's leading financial group.
Following a universal banking strategy, the Group offers a variety of
financial services to companies and individuals, which include commercial
and investment banking, insurance, and fund management. Banamex, founded in
1884, is Mexico's largest commercial bank in terms of equity and earnings.
The Bank has an extensive distribution network of more than 1,300 branches
and 3,000 ATM's located throughout the country.
Live Webcast Alert:
A webcast of an 8:30 a.m. (ET) investment community meeting to review the
transaction will be available on the Citigroup website. To gain access to
the webcast, which will be "listen-only," go to www.citigroup.com
(http://www.citigroup.com) . Please log on to the website at approximately
8:00 a.m. A replay of the webcast will also be available at
www.citigroup.com (http://www.citigroup.com), as will a copy of the
investment community presentation.