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C » Topics » Notice of Solicitation of Written Consents

This excerpt taken from the C DEF 14A filed Jun 18, 2009.

Notice of Solicitation of Written Consents

Dear Stockholder:

This proxy statement is being delivered to you in connection with the solicitation on behalf of the board of directors of proxies from the holders of our common stock and Voting Instructions (as defined below) from the holders of depositary shares (Public Preferred Depositary Shares) representing our 8.500% Non-Cumulative Preferred Stock, Series F (Series F); 8.400% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E (Series E) ; 8.125% Non-Cumulative Preferred Stock, Series AA (Series AA); and 6.500% Non-Cumulative Convertible Preferred Stock, Series T (Series T and, collectively, the Public Preferred Stock). The board of directors is requesting that holders of our common stock and holders of our outstanding Public Preferred Depositary Shares as of the close of business on June 16, 2009 (the Record Date) grant their proxies or Voting Instructions with respect to the following proposed amendments to our restated certificate of incorporation and to the certificates of designation of each series of Public Preferred Stock, in each case, that have been unanimously approved and declared advisable by the board of directors:

 

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to eliminate the requirement that:

 

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full dividends on all outstanding shares of the series of Public Preferred Stock must have been declared and paid or declared and set aside before we may pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to our common stock or any other securities junior to such series of Public Preferred Stock;

 

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if full dividends are not declared and paid in full on any series of Public Preferred Stock, dividends with respect to all series of stock ranking equally with such series of Public Preferred Stock be declared on a proportional basis, such that no series is paid a greater percentage of its stated dividend than any other equally ranking series; and

 

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dividends on outstanding shares of preferred stock be paid or declared and set apart for payment, before any dividends may be paid or declared and set apart for payment on any outstanding shares of common stock (collectively, the Dividend Blocker Amendment);

 

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to eliminate, upon the delisting of a series of Public Preferred Depositary Shares, the right of holders of Public Preferred Stock to elect two directors if dividends have not been paid for six quarterly dividend periods (or, in the case of the Series E Public Preferred Stock, for three semi-annual dividend periods), whether or not consecutive (the Director Amendment);

 

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to clarify that any shares of any series of Public Preferred Stock acquired by us may not be reissued by us as part of such series, and will instead be restored to the status of authorized but unissued shares of preferred stock without designation as to series (the Retirement Amendment); and

 

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to increase the number of authorized shares of preferred stock from 30 million to 2 billion (the Authorized Preferred Stock Increase and, together with the Dividend Blocker Amendment, the Director Amendment and the Retirement Amendment, the Public Preferred Stock Amendments).

The effectiveness of any Public Preferred Stock Amendment is not conditioned on the approval of any other Public Preferred Stock Amendment.

In order to save the expense associated with holding a special meeting, the board of directors has elected to obtain stockholder approval of the amendments described above by written consent pursuant to Section 228 of

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the Delaware General Corporation Law, rather than by calling a meeting of stockholders. We are soliciting proxies to execute written consents from all of our holders of record as of the Record Date of common stock. We are also soliciting Voting Instructions to execute written consents from all of our holders as of the Record Date of Public Preferred Depositary Shares.

The board of directors has unanimously approved and declared advisable each of the Dividend Blocker Amendment, the Director Amendment, the Retirement Amendment and the Authorized Preferred Stock Increase and unanimously recommends that you grant your proxy or Voting Instruction to execute a written consent to approve each of the Dividend Blocker Amendment, the Director Amendment, the Retirement Amendment and the Authorized Preferred Stock Increase.

These excerpts taken from the C DEF 14A filed Jun 18, 2009.

Notice of Solicitation of Written Consents

Dear Holder of Public Preferred Depositary Shares or Trust Preferred Securities:

This proxy statement is being delivered to you in connection with the Exchange Offers (as defined in the attached proxy statement). In order to participate in the Exchange Offers, you will be required to grant your Proxy Instructions (as defined below) in respect of the shares of common stock that may be issued to you in the Exchange Offers in favor of the following proposed amendments to our restated certificate of incorporation, all of which have been unanimously approved and declared advisable by the board of directors:

 

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to increase the number of authorized shares of common stock from 15 billion to 60 billion (the Authorized Share Increase);

 

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to (i) effect a reverse stock split of our common stock at any time prior to June 30, 2010 at one of seven reverse split ratios, 1-for-2, 1-for-5, 1-for-10, 1-for-15, 1-for-20, 1-for-25 or 1-for-30, as determined by the board of directors in its sole discretion and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock by the reverse split ratio determined by the board of directors (the Reverse Stock Split); and

 

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to eliminate the voting rights of shares of common stock with respect to any amendment to the restated certificate of incorporation (including any certificate of designation related to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock, if such series of preferred stock is entitled to vote, either separately or together as a class with the holders of one or more other such series, on such amendment (the Preferred Stock Change, and together with the Authorized Share Increase and the Reverse Stock Split, the Common Stock Amendments).

The effectiveness of any Common Stock Amendment is not conditioned on the approval of any other Common Stock Amendment.

We are soliciting your Proxy Instructions in respect of the shares of common stock that you will receive if we accept any of your depositary shares (Public Preferred Depositary Shares) representing our 8.500% Non-Cumulative Preferred Stock, Series F; 8.400% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E; 8.125% Non-Cumulative Preferred Stock, Series AA; and 6.500% Non-Cumulative Convertible Preferred Stock, Series T (collectively, the Public Preferred Stock) or any of your trust preferred securities that are the subject of the Exchange Offers (Trust Preferred Securities) for exchange in the Exchange Offers. As described in our preliminary prospectus included in our registration statement on Form S-4 (Registration No. 333-158100), filed with the Securities and Exchange Commission (SEC) on June 18, 2009 (the Prospectus

Notice of Solicitation of Written Consents

Dear Common Stockholder:

This proxy statement is being delivered to you in connection with the solicitation on behalf of the board of directors of proxies from the holders of our common stock authorizing action by written consent without a stockholder meeting. The board of directors is requesting that the holders of our common stock on the Record Date described below grant a proxy authorizing the individuals pre-printed on the enclosed proxy card to execute a written consent to approve the following amendments to our restated certificate of incorporation, all of which have been unanimously approved and declared advisable by the board of directors:

 

  •  

to increase the number of authorized shares of common stock from 15 billion to 60 billion (the Authorized Share Increase);

 

  •  

to (i) effect a reverse stock split of our common stock at any time prior to June 30, 2010 at one of seven reverse split ratios, 1-for-2, 1-for-5, 1-for-10, 1-for-15, 1-for-20, 1-for-25 or 1-for-30, as determined by the board of directors in its sole discretion and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock by the reverse split ratio determined by the board of directors (the Reverse Stock Split); and

 

  •  

to eliminate the voting rights of shares of common stock with respect to any amendment to the restated certificate of incorporation (including any certificate of designation related to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock, if such series of preferred stock is entitled to vote, either separately or together as a class with the holders of one or more other such series, on such amendment (the Preferred Stock Change, and together with the Authorized Share Increase and the Reverse Stock Split, the Common Stock Amendments).

The effectiveness of any Common Stock Amendment is not conditioned on the approval of the other Common Stock Amendments.

In order to save the expense associated with holding a special meeting, the board of directors has elected to obtain stockholder approval of the amendments described above by written consent pursuant to Section 228 of the Delaware General Corporation Law, rather than by calling a meeting of stockholders. Accordingly, we are soliciting proxies from the holders of record of our common stock that was not issued in the Exchange Offers (as defined in the attached proxy statement) to authorize the individuals designated by Citigroup in the enclosed proxy card to execute written consents to approve each of the amendments described above. Only holders of record of our common stock outstanding as of the close of business on the record date (the Record Date), which will be the settlement date of the Exchange Offers (as defined in the attached proxy statement), are entitled to grant a proxy with respect to the Common Stock Amendments.

If you are a record holder of common stock that was not issued in the Exchange Offers and that is outstanding and entitled to vote on the Record Date, you are urged to complete, date and sign the enclosed proxy card and promptly return it in the enclosed postage-prepaid envelope or vote by telephone or Internet by following the instructions on the enclosed proxy card. To be counted, your properly completed written proxy

 

EXCERPTS ON THIS PAGE:

DEF 14A
Jun 18, 2009
DEF 14A (2 sections)
Jun 18, 2009

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