8-A12G 1 y19927e8va12g.txt FORM 8-A12G 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 INC. CITIGROUP FUNDING INC. (EXACT NAME OF REGISTRANT AS SPECIFIED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) IN ITS CHARTER) DELAWARE DELAWARE (STATE OF INCORPORATION (STATE OF INCORPORATION OR ORGANIZATION) OR ORGANIZATION) 52-1568099 42-1658283 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) 399 Park Avenue New York, New York 10043 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. [ ] the following box. [X] 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: None (TITLE OF CLASS) Securities to be registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Principal-Protected Equity Linked Notes The NASDAQ National Market Based Upon the Nasdaq-100 Index(R) Due 2009
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 Citigroup Funding Inc.'s Prospectus dated March 10, 2006 (Registration Nos. 333-132370; 333-132370-01), as supplemented by the information under the headings "Summary Information -- Q&A," "Risk Factors Relating to the Notes" and "Description of the Notes" on pages S-2 through S-5, S-6 through S-9 and S-10 through S-14, respectively, of the Registrants' related preliminary Prospectus Supplement, Subject to Completion, dated March 22, 2006, 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 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; 333-132370-01) (the "Registration Statement"). 99 (B). Preliminary Prospectus Supplement describing the Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index(R) Due 2009, Subject to Completion, dated March 22, 2006, incorporated by reference to the Registrants' filing under Rule 424(b)(2) dated March 23, 2006. 99 (C). Form of Note. 99 (D). Senior Debt Indenture among the Registrants and The Bank of New York, dated as of June 1, 2005, incorporated by reference to Exhibit 4(a) of the Registration Statement. 2 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. 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 Date: April 20, 2006 3 INDEX TO EXHIBITS
Exhibit No. Exhibit ----------- ------- 99 (A). Prospectus dated March 10, 2006, incorporated by reference to the Registration Statement. 99 (B). Preliminary Prospectus Supplement describing the Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index(R) Due 2009, Subject to Completion, dated March 22, 2006, incorporated by reference to the Registrants' filing under Rule 424(b)(2) dated March 23, 2006. 99 (C). Form of Note. 99 (D). Senior Debt Indenture among the Registrants and The Bank of New York, dated as of June 1, 2005, incorporated by reference to Exhibit 4(a) of the Registration Statement.
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