8-A12B 1 file1.htm 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.
(Exact Name of Registrant as
Specified in Its Charter)
CITIGROUP FUNDING INC.
(Exact Name of Registrant as
Specified in Its Charter)
SAFETY FIRST TRUST SERIES 2006-5
(Exact Name of Registrant as
Specified in Its Charter)
     
DELAWARE
(State of Incorporation or Organization)
DELAWARE
(State of Incorporation or Organization)
DELAWARE
(State of Incorporation or Organization)
     
52-1568099
(I.R.S. Employer Identification no.)
42-1658283
(I.R.S. Employer Identification no.)
42-6664148
(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 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

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. o

 

 

Securities Act registration statement file number to which this form relates:

333-135867, 333-135867-06 and 333-135867-11 (If applicable)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class
          to be so Registered       
   

Name of Each Exchange on Which
         Each Class is to be Registered        
   

Principal-Protected Trust Certificates Linked to the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the Nikkei 225 Stock AverageSM Due 2013.

American Stock Exchange

 

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 Certificates” on pages 1 through 10, 11 through 18 and 27 through 43, respectively, of the Registrants’ Prospectus and Pricing Supplement, Subject to Completion, dated October 19, 2007 (Registration Nos. 333-135867, 333-135867-06 and 333-135867-11), which information is hereby incorporated herein by reference and made part of this registration statement in its entirety. The description of the Principal-Protected Trust Certificates Linked to the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the Nikkei 225 Stock AverageSM Due 2013 (the “Certificates”) contained in the final Prospectus and Pricing Supplement to be filed pursuant to Rule 424(b), which will contain the final terms of the Certificates, is deemed to be incorporated herein by reference and made part of this registration statement in its entirety.

Item 2.

Exhibits.

99 (A). Prospectus and Pricing Supplement describing the Certificates, Subject to Completion, dated October 19, 2007, incorporated by reference to the Registrants’ filing under Rule 424(b)(2) dated October 20, 2007.

99 (B). Certificate of Trust of Safety First Trust Series 2006-5, incorporated by reference to Exhibit 3(j) to the Registrants’ automatic shelf registration statement on Form S-3 filed on July 19, 2006 (Registration Nos. 333-135867, 333-135867-06 and 333-135867-11) (the “Registration Statement”).

99 (C). Form of Amended and Restated Declaration of Trust, incorporated by reference to Exhibit 4(a) to the Registration Statement.

99 (D). Form of the Trust Certificates Guarantee Agreement, incorporated by reference to Exhibit 4(b) to the Registration Statement.

99 (E). Form of Certificate Representing the Certificates (included in Exhibit 99(C)).

 

 

 

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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/ C. 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

 

 

 

Safety First Trust Series 2007-4
(formerly Safety First Trust Series 2006-5)
(Registrant)


Date: November 19, 2007

 

By: 


/s/ Geoffrey S. Richards

 

 

 

Name: Geoffrey S. Richards

 

 

 

Title:   Regular Trustee

 

 

 

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INDEX TO EXHIBITS

 

Exhibit No.

Exhibit

 

 

99(A).

Prospectus and Pricing Supplement describing the Certificates, Subject to Completion, dated October 19, 2007, incorporated by reference to the Registrants’ filing under Rule 424(b)(2) dated October 20, 2007.

 

 

99(B).

Certificate of Trust of Safety First Trust Series 2006-5, incorporated by reference to Exhibit 3(j) to the Registration Statement.

 

 

99(C).

Form of Amended and Restated Declaration of Trust, incorporated by reference to Exhibit 4(a) to the Registration Statement.

 

 

99(D).

Form of the Trust Certificates Guarantee Agreement, incorporated by reference to Exhibit 4(b) to the Registration Statement.

 

 

99(E).

Form of Certificate Representing the Certificates (included in Exhibit 99(C)).

 

 

 

 

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