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 VI (Exact Name of Registrant as Specified in Its Charter) Delaware 06-6446485 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Citigroup Inc. 153 East 53rd Street 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 12(b) securities pursuant to of the Exchange Act and is effective Section 12(g) of the Act and is upon filing pursuant to General effective pursuant to General Instruction check the following Instruction A.(c) please A.(d) box. /X/ please check the following box. / / Securities Act registration statement file number to which this form relates: 333-68949 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of Each Exchange on Which to be so Registered: Each Class is to be Registered: 6 7/8% Capital Securities (TRUPS(R)) New York Stock Exchange (and the Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: (None) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's 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 March 19, 1999, pursuant to Rule 424(b). Item 2. Exhibits. 2.1 Registration Statement on Form S-3 (No. 333-68949) of the Registrant. 2.2 Certificate of Trust dated May 14, 1997, as amended, of Citigroup Capital VI, incorporated by reference to Exhibit 4.15 to the Registrant's Registration Statement on Form S-3 (No. 333-68949). 2.3 Form of Amended and Restated Declaration of Trust for Citigroup Capital VI ("Declaration of Trust"), incorporated by reference to Exhibit 4.23 to the Registrant's Registration Statement on Form S-3 (No. 333-68949). 2.4 Form of Capital Security, included in the Declaration of Trust. 2.5 Form of Guarantee with respect to the Capital Securities, incorporated by reference to Exhibit 4.14 to Citigroup Inc's Registration Statement on Form S-3 (No. 333-27155). 2.6 Form of Indenture between Citigroup Inc. (formerly Travelers Group Inc.) and The Chase Manhattan Bank, N.A., as Trustee, relating to the Junior Subordinated Debt Securities, incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-3 (No. 333-12439). 2.7 Prospectus of the Registrant relating to the offering of the Capital Securities filed with the Securities and Exchange Commission on March 19, 1999, pursuant to Rule 424(b). 2 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 22, 1999 CITIGROUP CAPITAL VI By: /s/ Firoz B. Tarapore ---------------------------------- Firoz B. Tarapore, as Trustee CITIGROUP INC. By: /s/ Firoz B. Tarapore ---------------------------------- Firoz B. Tarapore Deputy Treasurer 3