UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 2005
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Citigroup Global Markets Holdings Inc.
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(Exact name of registrant as specified in its charter)
New York 1-15286 11-2418067
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-6000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Citigroup Global Markets Holdings Inc.
Current Report on Form 8-K
ITEM 8.01 OTHER EVENTS.
On June 30, 2005, Citigroup Inc. ("Citigroup"), the parent company of
Citigroup Global Markets Holdings Inc. ("CGMHI"), entered into supplemental
indentures and supplemental guarantee agreements to unconditionally guarantee
all SEC-registered debt and SEC-registered guarantees of CGMHI. Based upon these
unconditional guarantees, CGMHI will no longer file quarterly, annual or other
reports under the Securities Exchange Act of 1934.
Copies of the above-referenced supplemental indentures and supplemental
guarantee agreements are being filed as exhibits to this Form 8-K and are
incorporated herein by reference in their entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number
99.01 Supplemental Indenture dated as of June 30, 2005, to Indenture
dated as of December 1, 1988, among Citigroup Global Markets
Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank, N.A., as Trustee.
99.02 Supplemental Indenture dated as of June 30, 2005, to Indenture
dated as of October 27, 1993, among Citigroup Global Markets
Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and
The Bank of New York, as Trustee.
99.03 Supplemental Indenture dated as of June 30, 2005, to Indenture
dated as of January 18, 1994, among Citigroup Global Markets
Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank, N.A., as Trustee.
99.04 Supplemental Indenture dated as of June 30, 2005, to Indenture
dated as of May 26, 2000, among Citigroup Global Markets
Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank, N.A., as Trustee.
99.05 TARGETS Trust XVI Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.06 Guarantee of the Common Securities Guarantee of TARGETS Trust
XVI dated as of June 30, 2005.
99.07 TARGETS Trust XVII Supplemental Guarantee Agreement dated as
of June 30, 2005.
99.08 Guarantee of the Common Securities Guarantee of TARGETS Trust
XVII dated as of June 30, 2005.
99.09 TARGETS Trust XVIII Supplemental Guarantee Agreement dated as
of June 30, 2005.
99.10 Guarantee of the Common Securities Guarantee of TARGETS Trust
XVIII dated as of June 30, 2005.
99.11 TARGETS Trust XIX Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.12 Guarantee of the Common Securities Guarantee of TARGETS Trust
XIX dated as of June 30, 2005.
99.13 TARGETS Trust XX Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.14 Guarantee of the Common Securities Guarantee of TARGETS Trust XX
dated as of June 30, 2005.
99.15 TARGETS Trust XXI Supplemental Guarantee Agreement dated as of June
30, 2005.
99.16 Guarantee of the Common Securities Guarantee of TARGETS Trust XXI
dated as of June 30, 2005.
99.17 TARGETS Trust XXII Supplemental Guarantee Agreement dated as of June
30, 2005.
99.18 Guarantee of the Common Securities Guarantee of TARGETS Trust XXII
dated as of June 30, 2005.
99.19 TARGETS Trust XXIII Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.20 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIII
dated as of June 30, 2005.
99.21 TARGETS Trust XXIV Supplemental Guarantee Agreement dated as of June
30, 2005.
99.22 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIV
dated as of June 30, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 6, 2005 CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ John R. Dye
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Name: John R. Dye
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit Number
99.01 Supplemental Indenture dated as of June 30, 2005, to Indenture dated
as of December 1, 1988, among Citigroup Global Markets Holdings
Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase
Bank, N.A., as Trustee.
99.02 Supplemental Indenture dated as of June 30, 2005, to Indenture dated
as of October 27, 1993, among Citigroup Global Markets Holdings
Inc., as Issuer, Citigroup Inc., as Guarantor, and The Bank of New
York, as Trustee.
99.03 Supplemental Indenture dated as of June 30, 2005, to Indenture dated
as of January 18, 1994, among Citigroup Global Markets Holdings
Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase
Bank, N.A., as Trustee.
99.04 Supplemental Indenture dated as of June 30, 2005, to Indenture dated
as of May 26, 2000, among Citigroup Global Markets Holdings Inc., as
Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A.,
as Trustee.
99.05 TARGETS Trust XVI Supplemental Guarantee Agreement dated as of June
30, 2005.
99.06 Guarantee of the Common Securities Guarantee of TARGETS Trust XVI
dated as of June 30, 2005.
99.07 TARGETS Trust XVII Supplemental Guarantee Agreement dated as of June
30, 2005.
99.08 Guarantee of the Common Securities Guarantee of TARGETS Trust XVII
dated as of June 30, 2005.
99.09 TARGETS Trust XVIII Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.10 Guarantee of the Common Securities Guarantee of TARGETS Trust XVIII
dated as of June 30, 2005.
99.11 TARGETS Trust XIX Supplemental Guarantee Agreement dated as of June
30, 2005.
99.12 Guarantee of the Common Securities Guarantee of TARGETS Trust XIX
dated as of June 30, 2005.
99.13 TARGETS Trust XX Supplemental Guarantee Agreement dated as of June
30, 2005.
99.14 Guarantee of the Common Securities Guarantee of TARGETS Trust XX
dated as of June 30, 2005.
99.15 TARGETS Trust XXI Supplemental Guarantee Agreement dated as of June
30, 2005.
99.16 Guarantee of the Common Securities Guarantee of TARGETS Trust XXI
dated as of June 30, 2005.
99.17 TARGETS Trust XXII Supplemental Guarantee Agreement dated as of June
30, 2005.
99.18 Guarantee of the Common Securities Guarantee of TARGETS Trust XXII
dated as of June 30, 2005.
99.19 TARGETS Trust XXIII Supplemental Guarantee Agreement dated as of
June 30, 2005.
99.20 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIII
dated as of June 30, 2005.
99.21 TARGETS Trust XXIV Supplemental Guarantee Agreement dated as of June
30, 2005.
99.22 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIV
dated as of June 30, 2005.