-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EH3T6atP7lteo+7hI6U7SlIhxzAjQfhOxm8IxzpG6yJKwI+uDqZwH6BEmupl/igB GX1h+Z7IDcA5m6OCzK+hbA== 0000905148-09-000326.txt : 20090128 0000905148-09-000326.hdr.sgml : 20090128 20090128094802 ACCESSION NUMBER: 0000905148-09-000326 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090128 DATE AS OF CHANGE: 20090128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 250 NORTH BRIDGE ROAD STREET 2: 33 00 RAFFLES CITY TOWER 0617 CITY: SINGAPORE STATE: U0 MAIL ADDRESS: STREET 1: 333 BUSH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42240 FILM NUMBER: 09549949 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13G 1 efc9-0110_emailform13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

SCHEDULE 13G
(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

 
(Amendment No. _________________)1
 
           
   
CITIGROUP INC.
   
   
 
(Name of Issuer)
   
           
   
COMMON STOCK
   
   
 
(Title of Class of Securities)
   
           
   
172967101
   
   
 
(CUSIP Number)
   
           
   
January 23, 2009
   
   
(Date of Event Which Requires Filing of this Statement)
   
         
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]   Rule 13d-1 (b)
 
[x]   Rule 13d-1 (c)
 
[ ]   Rule 13d-1 (d)

 
________________________ 
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 
 
Schedule 13G Forms  
   
 
 
 CUSIP NO. 172967101
 
 13G  Page   2   of  8   Pages
 
 
 
1.
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Government of Signapore Investment Corporation Pte. Ltd.
(None)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) [   ]
 
(b) [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
5.
 
SOLE VOTING POWER
 
 
0
 
6.
 
SHARED VOTING POWER
 
 
303,829,480
 
7.
 
SOLE DISPOSITIVE POWER
 
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
 
303,829,480
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,829,480(1)
 
 
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[   ]
 
 
11.
 
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
 
 
12.
 
TYPE OF REPORTING PERSON*
CO
 
 

*SEE INSTRUCTIONS BEFORE FILING OUT!

 
(1)    Securities reported by the Government of Singapore Investment Corporation Pte. Ltd. include 261,083,726 shares into which 137,600 shares of 7% non-cumulative convertible preferred stock may be converted, based on an adjusted conversion rate expected to take effect no later than April 15, 2009. The 7% non-cumulative convertible preferred stock may be converted any time at the option of the holder, or at the option of the issuer on or after February 15, 2013, at the applicable conversion rate.
 
 
Schedule 13G Forms  
   
 
 
 CUSIP NO. 172967101
 
 13G  Page   3   of  8   Pages
 
 
1.
 
NAME OF REPORTING PERSONS
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Government of Singapore
(None)
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) [   ]
 
(b) [X]
 
 
3.
 
 
SEC USE ONLY
 
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
5.
 
 
SOLE VOTING POWER                                              0
 
6.
 
 
SHARED VOTING POWER                                        295,906,008
 
7.
 
 
SOLE DISPOSITIVE POWER                                     0
 
8.
 
 
SHARED DISPOSITIVE POWER                                295,906,008
 
9.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,906,008(1)
 
 
10.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[  ]
 
 
11.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
 
 
12.
 
 
TYPE OF REPORTING PERSON*
OO
 

*SEE INSTRUCTIONS BEFORE FILING OUT!

 
(1)    Securities reported by the Government of Singapore include 261,083,726 shares into which 137,600 shares of 7% non-cumulative convertible preferred stock may be converted, based on an adjusted conversion rate expected to take effect no later than April 15, 2009. The 7% non-cumulative convertible preferred stock may be converted any time at the option of the holder, or at the option of the issuer on or after February 15, 2013, at the applicable conversion rate.
 
 
Schedule 13G Forms  
   
 
 
 CUSIP NO. 172967101
 
 13G  Page   4   of  8   Pages
 
 
1.
 
NAME OF REPORTING PERSONS
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monetary Authority of Singapore
 (None)
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) [   ]
 
(b) [X]
 
3.
 
 
SEC USE ONLY
 
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
5.
 
 
SOLE VOTING POWER                                              0
 
6.
 
 
SHARED VOTING POWER                                        7,923,472
 
7.
 
 
SOLE DISPOSITIVE POWER                                     0
 
8.
 
 
SHARED DISPOSITIVE POWER                                7,923,472
 
9.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,923,472
 
 
10.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[  ]
 
 
11.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
 
 
12.
 
 
TYPE OF REPORTING PERSON*
OO
 

*SEE INSTRUCTIONS BEFORE FILING OUT!
 
 
 
 



 Page 5 of 8
 
Item 1 (a).
Name of Issuer:
     
   
Citigroup Inc.
     
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
     
   
Citigroup Inc.
399 Park Avenue
New York NY10043
United States
     
 
Item 2(a).
Name of Person Filing:
     
 
 
 
 
I     Government of Singapore Investment Corporation Pte. Ltd.
II    Government of Singapore
III   Monetary Authority of Singapore
     
 
Item 2(b).
Address of Principal Business Office
     
 
 
I            168, Robinson Road
              #37-01, Capital Tower
              Singapore 068912 
     
   
II, III     c/o      Government of Singapore Investment Corporation Pte. Ltd.
             168, Robinson Road
              #37-01, Capital Tower
              Singapore 068912
     
 
Item 2(c).
Citizenship:
     
   
I, II & III         Singapore
     
 
Item 2(d).
Title of Class of Securities:
     
   
Common Stock
     
 
Item 2(e).
CUSIP Number:
     
   
172967101
     
 
Item 3.
 If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2(b) or (c), check whether the person filing is a

Not applicable.  This statement is filed pursuant to Rule 13d-1(c).
     
     

 
 


Page  6  of  8


Item 4(a), (b) and (c).  Ownership

The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:


 
Number of Shares
Reporting Person
No of Securities Beneficially
Owned
(Item 4(a))
Power to Vote
Power to Dispose
Percent
of Class(2)
(Item 4(b))
Sole
(Item 4(c)(i))
Shared(1)
(Item 4(c)(ii))
Sole
(Item 4(c)(iii))
Shared(1)
(Item 4(c)(iv))
Government of Singapore Investment Corporation Pte. Ltd.
303,829,480(3)
0
303,829,480
0
303,829,480
5.3%
Government of Singapore
295,906,008(4)
0
295,906,008
0
295,906,008
5.2%
             
Monetary Authority of Singapore
7,923,472
0
7,923,472
0
7,923,472
0.1%
             
Total(5) (all Reporting Persons)
303,829,480
0
303,829,480
0
303,829,480
5.3%


1               The Government of Singapore Investment Corporation Pte. Ltd. shares power to vote and power to dispose of the 295,906,008 securities beneficially owned by it with the Government of Singapore, shares power to vote and dispose of the 7,923,475 securities beneficially owned by it with the Monetary Authority of Singapore.
 
2              The percentage holding of each Reporting Person is calculated by dividing the number of securities beneficially owned by each Reporting Person by the sum of 5,449,539,904 shares of the Issuer's common stock outstanding as of September 30, 2008 (the total number of shares outstanding reported by the Issuer in its more recently-filed quarterly report on Form 10-Q) plus 261,083,726 shares of common stock underlying the convertible preferred stock of the Issuer beneficially owned by the Reporting Persons.
 
3               Securities reported by the Government of Singapore Investment Corporation Pte. Ltd. include 261,083,726 shares into which 137,600 shares of 7% non-cumulative convertible preferred stock may be converted, based on an adjusted conversion rate expected to take effect no later than April 15, 2009. The 7% non-cumulative convertible preferred stock may be converted any time at the option of the holder, or at the option of the issuer on or after February 15, 2013, at the applicable conversion rate.

4               Securities reported by the Government of Singapore include 261,083,726 shares into which 137,600 shares of 7% non-cumulative convertible preferred stock may be converted, based on an adjusted conversion rate expected to take effect no later than April 15, 2009. The 7% non-cumulative convertible preferred stock may be converted any time at the option of the holder, or at the option of the issuer on or after February 15, 2013, at the applicable conversion rate.

5               The reporting persons disclaim membership in a group.



 
Page  7  of  8


Item 5.  Ownership of Five Percent or Less of a Class

Not applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8.  Identification and Classification of Members of the Group

Not applicable.

Item 9.  Notice of Dissolution of Group

Not applicable.

Item 10.  Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Material to be Filed as Exhibits

1.  
Power of Attorney by Minister for Finance, Singapore dated 5 March 1998

2.  
Power of Attorney by Monetary Authority of Singapore dated 6 March 1998


(Incorporated by reference to Exhibit No. 1 and 2 to Schedule 13G, dated March 23, 1998 regarding SPDR Trust Series 1).



 
Page  8  of  8



Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
January 23, 2009
 
Government of Singapore Investment
Corporation Pte. Ltd.
 
Date
 
     
   
by
/s/ Celine Loh /s/ Lim Eng Kok 
     
Celine Loh
Lim Eng Kok
     
Senior Vice President
Vice President

 
 
 
Government of Singapore
by Government of Singapore Investment
Corporation Pte. Ltd., its attorney-in-fact
 
 
 
     
   
by
/s/ Celine Loh /s/ Lim Eng Kok 
     
Celine Loh
Lim Eng Kok
     
Senior Vice President
Vice President
 

 
 
 
Monetary Authority of Singapore
by Government of Singapore Investment
Corporation Pte. Ltd., its attorney-in-fact
 
 
 
     
   
by
/s/ Celine Loh /s/ Lim Eng Kok 
     
Celine Loh
Lim Eng Kok
     
Senior Vice President
Vice President



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