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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 INC. CITIGROUP FUNDING INC. TARGETS TRUST XXVI
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE DELAWARE
(STATE OF INCORPORATION (STATE OF INCORPORATION (STATE OF INCORPORATION
OR ORGANIZATION) OR ORGANIZATION) OR ORGANIZATION)
52-1568099 42-1658283 52-7211970
(I.R.S. EMPLOYER (I.R.S. EMPLOYER (I.R.S. EMPLOYER
IDENTIFICATION NO.) IDENTIFICATION NO.) IDENTIFICATION NO.)
399 PARK AVENUE 388 GREENWICH STREET, 38TH FLOOR
NEW YORK, NEW YORK 10043 NEW YORK, NEW YORK 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
If this Form relates to the If this Form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section Section 12(g) of the Exchange Act and is
12(b) of the Exchange Act and effective pursuant to General Instruction
is effective pursuant to General A.(d), please check the following box. [ ]
Instruction A.(c), please check
the following box. [X]
Securities Act registration statement 333-126744, 333-126744-03 and
file number to which this form relates: 333-126744-04 (If applicable)
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
Targeted Growth Enhanced Terms Securities American Stock Exchange
("TARGETS(R)") With Respect to the Common
Stock of Sprint Nextel Corporation.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
For a description of the securities to be registered hereunder,
reference is made to the information under the headings "Summary Information -
Q&A," "Risk Factors" and "Description of the TARGETS" on pages 3 through 8, 9
through 12 and 20 through 44, respectively, of the Registrants' Prospectus,
Subject to Completion, dated November 21, 2005 (Registration Nos. 333-126744,
333-126744-02 and 333-126744-04), which information is hereby incorporated
herein by reference and made part of this registration statement in its
entirety. The description of the TARGETS contained in the final Prospectus to be
filed pursuant to Rule 424(b), which will contain the final terms of the
TARGETS, is deemed to be incorporated herein by reference and made part of this
registration statement in its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus, Subject to Completion, dated November 21, 2005,
incorporated by reference to the registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on August 3, 2005 (Nos. 333-126744,
333-126744-02 and 333-126744-04).
99 (B). Certificate of Trust of TARGETS Trust XXVI, incorporated
by reference to Exhibit 4(o) to the registration statement on Form S-3 of
Citigroup Global Markets Holdings Inc. (formerly known as Salomon Smith
Barney Holdings Inc.) and TARGETS Trust XXVI filed with the Securities and
Exchange Commission on September 10, 2001 (No. 333-69230).
99 (C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust XXVI, incorporated by reference to Exhibit 4(d) to the registration
statement on Form S-3 of the Registrants filed with the Securities and Exchange
Commission on August 1, 2005 (Nos. 333-126744, 333-126744-03 and 333-126744-04)
(the "Registration Statement").
99 (D). Form of TARGETS Guarantee Agreement among the Citigroup
Funding Inc. (the "Company"), Citigroup Inc. (the "Guarantor"), and JPMorgan
Chase Bank, N.A., as Guarantee Trustee, incorporated by reference to Exhibit
4(e) to the Registration Statement.
99 (E). Form of Indenture among the Company, the Guarantor and
JPMorgan Chase Bank, N.A., as Trustee, incorporated by reference to Exhibit
4(f) to the Registration Statement.
99 (F). Form of TARGETS (included in Exhibit 99(C)).
99 (G). Form of Forward Contract (included in Exhibit 99(E)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, each registrant has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized.
Citigroup Inc.
(Registrant)
By: /s/ Charles E. Wainhouse
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Name: Charles E. Wainhouse
Title: Assistant Treasurer
Citigroup Funding Inc.
(Registrant)
By: /s/ Geoffrey S. Richards
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Name: Geoffrey S. Richards
Title: Vice President and
Assistant Treasurer
TARGETS Trust XXVI
(Registrant)
Date: December 16, 2005 By: /s/ Geoffrey S. Richards
--------------------------------
Name: Geoffrey S. Richards
Title: Regular Trustee
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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99(A). Prospectus, Subject to Completion,
dated November 21, 2005, incorporated
by reference to the registrants' filing
under Rule 424(b) with the Securities
and Exchange Commission on August 3,
2005 (Nos. 333-126744, 333-126744-02
and 333-126744-04).
99(B). Certificate of Trust of TARGETS Trust
XXVI, incorporated by reference to
Exhibit 4(n) to the registration
statement on Form S-3 of Citigroup
Global Markets Holdings Inc. (formerly
known as Salomon Smith Barney Holdings
Inc.) and TARGETS Trust XXVI filed
with the Securities and Exchange
Commission on September 10, 2001 (No.
333-69230).
99(C). Form of Amended and Restated
Declaration of Trust of TARGETS Trust
XXVI, incorporated by reference to
Exhibit 4(d) to the Registration
Statement.
99(D). Form of TARGETS Guarantee Agreement
among the Company, the Guarantor and
JPMorgan Chase Bank, N.A., as
Guarantee Trustee, incorporated by
reference to Exhibit 4(e) to the
Registration Statement.
99(E). Form of Indenture among the Company,
the Guarantor and JPMorgan Chase Bank,
N.A., as Trustee, incorporated by
reference to Exhibit 4(f) to the
Registration Statement.
99(F). Form of TARGETS (included in Exhibit
99(C)).
99(G). Form of Forward Contract (included in
Exhibit 99 (E)).
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