UNITED STATES
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 CAPITAL XVII
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State of Incorporation or Organization) | 20- 5127793 (I.R.S. Employer Identification No.) | |
c/o Citigroup Inc. 399 Park Avenue New York, New York (Address of Principal Executive Offices) | 10043 (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 upon filing 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 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: 333-135163 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 | |
6.35% Enhanced Trust Preferred Securities (Enhanced TruPS®) (and the Guarantee with respect thereto) | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants' Securities to be Registered. |
See the information set forth under the headings "Description of the Capital Securities" and "Description of Guarantee" in the Prospectus of the Registrant, as filed with the Securities and Exchange Commission on February 28, 2007, pursuant to Rule 424(b).
Item 2. | Exhibits. |
2.1 | Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-135163) of the Registrant. |
2.2 | Amended and Restated Certificate of Trust dated December 8, 2006, of Citigroup Capital XVII. |
2.3 | Form of Amended and Restated Declaration of Trust for Citigroup Capital XVII ("Declaration of Trust"), incorporated by reference to Exhibit 4.12 to the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-135163). |
2.4 | Form of Enhanced Trust Preferred Security, included in the Declaration of Trust. |
2.5 | Form of Guarantee with respect to the Enhanced Trust Preferred Securities, incorporated by reference to Exhibit 4.18 to the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-135163). |
2.6 | Indenture between Citigroup Inc. and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as Trustee, providing for the issuance of Junior Subordinated Debt Securities, incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 18, 2006 (Commission File No. 001-09920). |
2.7 | Second Supplemental Indenture between Citigroup Inc. and The Bank of New York, as Trustee. |
2.8 | Prospectus of the Registrant relating to the offering of the Enhanced Trust Preferred Securities filed with the Securities and Exchange Commission on February 28, 2007, pursuant to Rule 424(b). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 8, 2007
CITIGROUP CAPITAL XVII
By: /s/ John Gerspach
John Gerspach, as Regular Trustee
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
Charles E. Wainhouse, as Assistant Treasurer