- Securities Registration (section 12(b)) (8-A12B)
January 22 2009 - 12:18PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CITIGROUP INC.
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CITIGROUP FUNDING INC.
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(Exact Name of Registrant as Specified in Its Charter)
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(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
(State of Incorporation
or Organization)
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DELAWARE
(State of Incorporation
or Organization)
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52-1568099
(I.R.S. Employer Identification no.)
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42-1658283
(I.R.S. Employer Identification no.)
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399 Park Avenue
New York, New York 10043
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), please check the following box.
x
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), please check the following box.
¨
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Securities Act registration statement file numbers to which this form relates: 333-132370; 333-132370-01
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Buffer Notes Based Upon the S&P 500
®
Index Due 2011
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NYSE Arca
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrants Securities to be Registered.
For a description of the securities to be registered hereunder, reference is made to the information under the heading Description of Debt
Securities on pages 8 through 20 of the Registrants Prospectus dated March 10, 2006 (Registration Nos. 333-132370; 333-132370-01), as supplemented by the information under the heading Description of the Notes on pages
S-7 through S-32 of the Registrants Prospectus Supplement dated April 13, 2006 and the information under the headings Summary Information Q&A, Risk Factors Relating to the Notes and Description of
the Notes on pages PS-2 through PS-6, PS-7 through PS-10 and PS-11 through PS-16, respectively, of the Registrants related preliminary Pricing Supplement, Subject to Completion, dated December 16, 2008, which information is
incorporated herein by reference and made part of this registration statement in its entirety. The description of the Notes contained in the final Pricing Supplement, Prospectus Supplement and Prospectus to be filed pursuant to Rule 424(b), which
will contain the final terms of the Notes, is deemed to be incorporated herein by reference and made part of this registration statement in its entirety.
Item 2. Exhibits.
99 (A). Prospectus dated March 10, 2006, incorporated by reference to
the Registrants automatic shelf registration statement on Form S-3 filed on March 10, 2006 (Registration Nos. 333-132370; 132370-01) (the Registration Statement).
99 (B). Prospectus Supplement dated April 13, 2006, incorporated by reference to the Registrants filing under Rule 424(b)(2) dated
April 13, 2006.
99 (C). Preliminary Pricing Supplement describing the Buffer Notes Based Upon the S&P 500
®
Index Due 2011, Subject to Completion, dated December 16, 2008, incorporated by reference to the Registrants filing under Rule 424(b)(2) dated December 16, 2008.
99 (D). Senior Debt Indenture among the Registrants and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), dated
as of June 1, 2005, incorporated by reference to Exhibit 4(b) of the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Citigroup Inc.
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(Registrant)
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By:
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/s/ Charles E. Wainhouse
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Name: Charles E. Wainhouse
Title: Assistant Treasurer
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Citigroup Funding Inc.
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(Registrant)
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By:
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/s/ Geoffrey S. Richards
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Name: Geoffrey S. Richards
Title: Executive Vice President and
Assistant
Treasurer
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Date: January 21, 2009
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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit
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99 (A).
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Prospectus dated March 10, 2006, incorporated by reference to the Registration Statement.
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99 (B).
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Prospectus Supplement, dated April 13, 2006, incorporated by reference to the Registrants filing under Rule 424(b)(2) dated April 13, 2006.
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99 (C).
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Preliminary Pricing Supplement describing the Buffer Notes Based Upon the S&P 500
®
Index Due 2011, Subject to Completion, dated
December 16, 2008, incorporated by reference to the Registrants filing under Rule 424(b)(2) dated December 16, 2008.
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99 (D).
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Senior Debt Indenture among the Registrants and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), dated as of June 1, 2005, incorporated by reference to Exhibit
4(b) of the Registration Statement.
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