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Citigroup Capital Ix Inactive

Filed: 9 Dec 13, 7:00pm

As filed with the Securities and Exchange Commission on December 10, 2013

Registration No. 333-192302

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(See table of Additional Registrants)

 

 

Citigroup Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 52-1568099

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

399 Park Avenue

New York, New York 10022

(212) 559-1000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

 

Julie Bell Lindsay, Esq.

General Counsel-Capital Markets and Corporate Reporting

Citigroup Inc.

399 Park Avenue

New York, New York 10022

(212) 559-1000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

 

Copies to:

 

Gregory A. Fernicola, Esq.

Dwight S. Yoo, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

(212) 735-3000

 

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

 

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement.

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

 

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x Accelerated filer  ¨  Non-accelerated filer  ¨ Smaller reporting company  ¨
   (Do not check if a smaller reporting company) 

 

 

 

 


CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities
to be registered
  

Amount to be registered/Proposed maximum
offering price per unit/Proposed maximum

offering price(1)(2)

  Amount of
registration
fee(3)

Debt Securities of Citigroup Inc. 

      

Common Stock Warrants of Citigroup Inc. 

      

Index Warrants of Citigroup Inc. 

      

Preferred Stock of Citigroup Inc. 

      

Depositary Shares of Citigroup Inc. 

      

Common Stock of Citigroup Inc. 

      

Stock Purchase Contracts of Citigroup Inc. 

      

Stock Purchase Units of Citigroup Inc. 

      

Debt securities, index warrants, preferred stock and depositary shares of Citigroup Inc. or its corporate predecessors, capital securities of the Additional Registrants listed below, and Citigroup Inc. guarantees of debt securities, index warrants and capital securities of the Additional Registrants and Citigroup Inc.’s corporate predecessors. (2)

      

Total

      

 

 

 

(1)An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), Citigroup Inc. is deferring payment of all of the registration fee. In connection with the securities offered hereby, Citigroup Inc. will pay “pay-as-you-go registration fees” in accordance with Rule 456(b) under the Securities Act, except for the following amounts of fees that may be offset pursuant to Rule 457(p) under the Securities Act: $2,588,132.45 of fees paid with respect to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly-owned subsidiary of Citigroup Inc. and $3,337,939.58 of fees paid with respect to unsold securities registered on Registration Statement File No. 333-172562, filed on March 2, 2011 by Citigroup Inc.

 

(2)Includes an unspecified number of securities that may be offered or sold by direct or indirect subsidiaries of Citigroup Inc. in market-making transactions. These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an indeterminate number or amount of such securities that were initially registered, and were initially offered and sold, under registration statements previously filed by Citigroup Inc., its corporate predecessors or the Additional Registrants. All such market-making transactions with respect to these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement.

 

(3)Pursuant to Rule 457(q) under the Securities Act, no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by direct or indirect subsidiaries of Citigroup Inc. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable for the guarantees being registered on this Registration Statement.

 

1


Table of Additional Registrants

 

Exact Name of Additional Registrant, as Specified in Charter

  State or
Other
Jurisdiction
of
Incorporation
or
Organization
   IRS
Employer
Identification
No.
 

Citigroup Capital IX

   Delaware     06-1532083  

Citigroup Capital XI

   Delaware     06-1532087  

Citigroup Capital XIII

   Delaware     06-1532089  

Citigroup Capital XVII

   Delaware     20-5127793  

Citigroup Capital XVIII

   Delaware     20-5127853  


Explanatory Note

This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-192302) is being filed by Citigroup Inc. and the Additional Registrants to revise footnote (1) to the “Calculation of Registration Fee” table to carry forward unused fees from prior registration statements filed by Citigroup Inc. No changes have been made to the prospectuses or form of prospectus supplement included in Part I or to any other sections of this Registration Statement as initially filed on November 13, 2013, and accordingly, those documents and other sections have been omitted.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citigroup Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or Amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 10, 2013.

 

CITIGROUP INC.
By: /S/    JOHN C. GERSPACH
 

Name: John C. Gerspach

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or Amendment thereto has been signed below by the following persons in the capacities indicated December 10, 2013.

 

Signatures

  

/S/    MICHAEL L. CORBAT        

Michael L. Corbat

  Chief Executive Officer and Director
(Principal Executive Officer)

/S/    JOHN C. GERSPACH        

John C. Gerspach

  Chief Financial Officer
(Principal Financial Officer)

/S/    JEFFREY R. WALSH        

Jeffrey R. Walsh

  Controller and Chief Accounting Officer
(Principal Accounting Officer)

*

Michael E. O’Neill

  

Chairman of the Board

*

Franz B. Humer

  Director

*

Robert L. Joss

  Director

*

Robert L. Ryan

  Director

*

Anthony M. Santomero

  Director

*

Joan E. Spero

  Director

*

Diana L. Taylor

  Director

*

William S. Thompson, Jr.

  Director

 

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*

James S. Turley

  Director

*

Ernesto Zedillo

  Director
*By:  /s/    JOHN C. GERSPACH  
 

John C. Gerspach

Attorney-in-Fact

  

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Citigroup Capital IX, Citigroup Capital XI, Citigroup Capital XIII, Citigroup Capital XVII and Citigroup Capital XVIII certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 10, 2013.

 

Citigroup Capital IX
Citigroup Capital XI
Citigroup Capital XIII
Citigroup Capital XVII
Citigroup Capital XVIII
By: /s/  Joseph Bonocore
 Name:  Joseph Bonocore
 Title: Regular Trustee
By: /s/  Le Roy Davis
 Name: Le Roy Davis
 Title: Regular Trustee
By: /s/  Elissa Steinberg
 Name: Elissa Steinberg
 Title: Regular Trustee

 

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