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 XI
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1532087
(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 registration
of a class of securities pursuant to Section
12(b) of the Exchange Act and is effec-
tive 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 effec-
tive pursuant to General Instruction
A.(d) please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-117615
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
Registrant, as filed with the Securities and Exchange Commission on September
16, 2004, pursuant to Rule 424(b).
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-117615) of the
Registrant.
2.2 Certificate of Trust dated December 7, 1998, of Citigroup Capital
XI, incorporated by reference to Exhibit 4.20 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 XI ("Declaration of Trust"), incorporated by reference to
Exhibit 4.23 to the Registrant's Registration Statement on Form S-3
(No. 333-117615).
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 4.31 to the Registrant's
Registration Statement on Form S-3 (No. 333-117615).
2.6 Indenture between Citigroup Inc. and JPMorgan Chase Bank, as
Trustee, providing for the issuance of Junior Subordinated Debt
Securities, incorporated by reference to Exhibit 4.29 to the
Registrant's Registration Statement on Form S-3 (No. 333-117615).
2.7 Prospectus of the Registrant relating to the offering of the Capital
Securities filed with the Securities and Exchange Commission on
September 16, 2004, 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: September 22, 2004
CITIGROUP CAPITAL XI
By: /s/ Guy R. Whittaker
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Guy R. Whittaker, as Regular Trustee
CITIGROUP INC.
By: /s/ Guy R. Whittaker
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Guy R. Whittaker
Treasurer
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