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 IX
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1532083
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
c/o Citigroup Inc.
399 Park Avenue
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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the Act
Exchange Act and is effective upon and is effective pursuant to General
filing pursuant to General Instruction Instruction A.(d) please check the
A.(c) please check the following following box. [ ]
box. [X]
Securities Act registration statement file number to which this form relates:
333-102206
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
6.00% 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 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
Registrants, as filed with the Securities and Exchange Commission on February 7,
2003, pursuant to Rule 424(b).
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-102206) of the
Registrants.
2.2 Certificate of Trust dated December 7, 1998, of Citigroup Capital
IX, incorporated by reference to Exhibit 4.18 to the Registrants'
Registration Statement on Form S-3 (No. 333-68949).
2.3 Form of Amended and Restated Declaration of Trust for Citigroup
Capital IX ("Declaration of Trust"), incorporated by reference to
Exhibit 4.26 to the Registrants' Registration Statement on Form
S-3 (No. 333-68949), except that the Regular Trustees shall be
William P. Hannon, Todd S. Thomson and Guy R. Whittaker.
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 4.38 to the Registrants'
Registration Statement on Form S-3 (No. 333-68949).
2.6 Form of Indenture between Citigroup Inc. (formerly Travelers Group
Inc.) and JPMorgan Chase Bank (formerly The Chase Manhattan Bank
(formerly The Chase Manhattan Bank, N.A.)), as Trustee, relating
to the Junior Subordinated Debt Securities, incorporated by
reference to Exhibit 4.11 to Citigroup Inc.'s Registration
Statement on Form S-3 (No. 333-12439).
2.7 Prospectus of the Registrants relating to the offering of the
Capital Securities filed with the Securities and Exchange
Commission on February 7, 2003, pursuant to Rule 424(b).
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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: February 10, 2003
CITIGROUP CAPITAL IX
By: /s/ Guy R. Whittaker
-------------------------------------
Guy R. Whittaker, as Trustee
By: /s/ William P. Hannon
-------------------------------------
William P. Hannon, as Trustee
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
-------------------------------------
Charles E. Wainhouse
Assistant Treasurer
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