8-A12B 1 y95465e8va12b.txt CITIGROUP GLOBAL MARKETS HOLDINGS INC. 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 CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) New York 11-2418067 (State of Incorporation (I.R.S. Employer or Organization) Identification no.) 388 Greenwich Street New York, New York 10013 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of the Exchange Act and is effective of the Exchange Act and is effective pursuant to General Instruction A.(c), please pursuant to General Instruction A.(d), please check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which this form relates: 333-106272 (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Index LeAding StockmarkEt Return Securities The American Stock Exchange (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due 2008 Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) Item 1. Description of Registrant's Securities to be Registered. For a description of the securities to be registered hereunder (the "Index LASERS"), reference is made to the information under the heading "Description of Debt Securities" on pages 11 through 17 of the Registrant's Prospectus dated June 30, 2003 (Registration No. 333-106272), as supplemented by the information under the headings "Summary Information - Q&A", "Risk Factors Relating to the Index LASERS" and "Description of the Index LASERS" on pages S-3 through S-6, S-8 through S-10 and S-11 through S-16, respectively, of the Registrant's related preliminary Prospectus Supplement, Subject to Completion, dated February 17, 2004, which information is incorporated herein by reference and made part of this Registration Statement in its entirety. The description of the Index LASERS contained in the final Prospectus Supplement and Prospectus to be filed pursuant to Rule 424(b), which will contain the final terms of the Index LASERS, 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 June 30, 2003, incorporated by reference to the Registrant's filing under Rule 424(b)(5) dated July 9, 2003. 99 (B). Preliminary Prospectus Supplement describing the Index LeAding StockmarkeEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due 2008, Subject to Completion, dated February 17, 2004, incorporated by reference to the Registrant's filing under Rule 424(b)(2) dated February 18, 2004. 99 (C). Form of Note. 99 (D). Senior Debt Indenture between Citigroup Global Markets Holdings Inc. and The Bank of New York, dated as of October 27, 1993, incorporated by reference to Exhibit 3 to the Registrant's Current Report on Form 8-K dated October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997, incorporated by reference to Exhibit 99.04 to the Registrant's Current Report on Form 8-K dated December 9, 1997, and a Second Supplemental Indenture, dated as of July 1, 1999, incorporated by reference to Exhibit 4(vv) to Post-Effective Amendment No. 1 to Registration Statement No. 333-38931. Other securities issued by Citigroup Global Markets Holdings Inc. are listed on the American Stock Exchange. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized. Citigroup Global Markets Holdings Inc. (Registrant) Date: March 22, 2004 By: /s/ Mark I. Kleinman ----------------------------------- Name: Mark I. Kleinman Title: Executive Vice President and Treasurer 3 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99 (A). Prospectus dated June 30, 2003, incorporated by reference to the Registrant's filing under Rule 424(b)(5) dated July 9, 2003. 99 (B). Preliminary Prospectus Supplement describing the Index LeAding StockmarkEt Return Securities (Index LASERS(SM)) Based Upon the Dow Jones Industrial Average Due 2008, Subject to Completion, dated February 17, 2004, incorporated by reference to the Registrant's filing under Rule 424(b)(2) dated February 18, 2004. 99 (C). Form of Note. 99 (D). Senior Debt Indenture between Citigroup Global Markets Holdings Inc. and The Bank of New York, dated as of October 27, 1993, incorporated by reference to Exhibit 3 to the Registrant's Current Report on Form 8-K dated October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997, incorporated by reference to Exhibit 99.04 to the Registrant's Current Report on Form 8-K dated December 9, 1997, and a Second Supplemental Indenture, dated as of July 1, 1999, incorporated by reference to Exhibit 4(vv) to Post-Effective Amendment No. 1 to Registration Statement No. 333-38931. 4