-----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, UZMqSDXQY7y6TV5HPH07kJ+18W72mtmkacpX2K3Y99SILfjnh+5WA1fq3zUWZwz/ WW5K1y+9zAR1K5i2SbqH2Q== 0000950123-05-014865.txt : 20051216 0000950123-05-014865.hdr.sgml : 20051216 20051216134911 ACCESSION NUMBER: 0000950123-05-014865 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARGETS TRUST XXVI CENTRAL INDEX KEY: 0001158437 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-32704 FILM NUMBER: 051269212 BUSINESS ADDRESS: STREET 1: 388 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128168000 FILER: 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 051269210 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citigroup Funding Inc. CENTRAL INDEX KEY: 0001318281 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 421658283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-32544 FILM NUMBER: 051269211 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 212-559-1000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 8-A12B 1 y15406e8va12b.txt FORM 8-A12B ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. CITIGROUP FUNDING INC. TARGETS TRUST XXVI (EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER) DELAWARE DELAWARE DELAWARE (STATE OF INCORPORATION (STATE OF INCORPORATION (STATE OF INCORPORATION OR ORGANIZATION) OR ORGANIZATION) OR ORGANIZATION) 52-1568099 42-1658283 52-7211970 (I.R.S. EMPLOYER (I.R.S. EMPLOYER (I.R.S. EMPLOYER IDENTIFICATION NO.) IDENTIFICATION NO.) IDENTIFICATION NO.)
399 PARK AVENUE 388 GREENWICH STREET, 38TH FLOOR NEW YORK, NEW YORK 10043 NEW YORK, NEW YORK 10013 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the registration registration of a class of of a class of securities pursuant to securities pursuant to Section Section 12(g) of the Exchange Act and is 12(b) of the Exchange Act and effective pursuant to General Instruction is effective pursuant to General A.(d), please check the following box. [ ] Instruction A.(c), please check the following box. [X] Securities Act registration statement 333-126744, 333-126744-03 and file number to which this form relates: 333-126744-04 (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 Targeted Growth Enhanced Terms Securities American Stock Exchange ("TARGETS(R)") With Respect to the Common Stock of Sprint Nextel Corporation.
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 headings "Summary Information - Q&A," "Risk Factors" and "Description of the TARGETS" on pages 3 through 8, 9 through 12 and 20 through 44, respectively, of the Registrants' Prospectus, Subject to Completion, dated November 21, 2005 (Registration Nos. 333-126744, 333-126744-02 and 333-126744-04), which information is hereby incorporated herein by reference and made part of this registration statement in its entirety. The description of the TARGETS contained in the final Prospectus to be filed pursuant to Rule 424(b), which will contain the final terms of the TARGETS, is deemed to be incorporated herein by reference and made part of this registration statement in its entirety. ITEM 2. EXHIBITS. 99 (A). Prospectus, Subject to Completion, dated November 21, 2005, incorporated by reference to the registrants' filing under Rule 424(b) with the Securities and Exchange Commission on August 3, 2005 (Nos. 333-126744, 333-126744-02 and 333-126744-04). 99 (B). Certificate of Trust of TARGETS Trust XXVI, incorporated by reference to Exhibit 4(o) to the registration statement on Form S-3 of Citigroup Global Markets Holdings Inc. (formerly known as Salomon Smith Barney Holdings Inc.) and TARGETS Trust XXVI filed with the Securities and Exchange Commission on September 10, 2001 (No. 333-69230). 99 (C). Form of Amended and Restated Declaration of Trust of TARGETS Trust XXVI, incorporated by reference to Exhibit 4(d) to the registration statement on Form S-3 of the Registrants filed with the Securities and Exchange Commission on August 1, 2005 (Nos. 333-126744, 333-126744-03 and 333-126744-04) (the "Registration Statement"). 99 (D). Form of TARGETS Guarantee Agreement among the Citigroup Funding Inc. (the "Company"), Citigroup Inc. (the "Guarantor"), and JPMorgan Chase Bank, N.A., as Guarantee Trustee, incorporated by reference to Exhibit 4(e) to the Registration Statement. 99 (E). Form of Indenture among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee, incorporated by reference to Exhibit 4(f) to the Registration Statement. 99 (F). Form of TARGETS (included in Exhibit 99(C)). 99 (G). Form of Forward Contract (included in Exhibit 99(E)). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized. Citigroup Inc. (Registrant) By: /s/ Charles E. Wainhouse ------------------------------------ Name: Charles E. Wainhouse Title: Assistant Treasurer Citigroup Funding Inc. (Registrant) By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President and Assistant Treasurer TARGETS Trust XXVI (Registrant) Date: December 16, 2005 By: /s/ Geoffrey S. Richards -------------------------------- Name: Geoffrey S. Richards Title: Regular Trustee 3 INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT ----------- ------- 99(A). Prospectus, Subject to Completion, dated November 21, 2005, incorporated by reference to the registrants' filing under Rule 424(b) with the Securities and Exchange Commission on August 3, 2005 (Nos. 333-126744, 333-126744-02 and 333-126744-04). 99(B). Certificate of Trust of TARGETS Trust XXVI, incorporated by reference to Exhibit 4(n) to the registration statement on Form S-3 of Citigroup Global Markets Holdings Inc. (formerly known as Salomon Smith Barney Holdings Inc.) and TARGETS Trust XXVI filed with the Securities and Exchange Commission on September 10, 2001 (No. 333-69230). 99(C). Form of Amended and Restated Declaration of Trust of TARGETS Trust XXVI, incorporated by reference to Exhibit 4(d) to the Registration Statement. 99(D). Form of TARGETS Guarantee Agreement among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Guarantee Trustee, incorporated by reference to Exhibit 4(e) to the Registration Statement. 99(E). Form of Indenture among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee, incorporated by reference to Exhibit 4(f) to the Registration Statement. 99(F). Form of TARGETS (included in Exhibit 99(C)). 99(G). Form of Forward Contract (included in Exhibit 99 (E)).
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