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 XIV
(Exact Name of Registrant as Specified in Its Charter)
Delaware 20-5127309
(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 If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective upon of the Act and is effective pursuant to General
filing pursuant to General Instruction A.(c) Instruction A.(d) please check
please check the following box. |X| the following box. | |
Securities Act registration statement file number to which this form relates:
333-135163
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
6.875% Enhanced Trust Preferred Securities New York Stock Exchange
(Enhanced TRUPS(R))
(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 June 28,
2006, pursuant to Rule 424(b).
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-135163) of the
Registrant.
2.2 Certificate of Trust dated June 19, 2006, of Citigroup
Capital XIV, incorporated by reference to Exhibit 4.02 to the
Registrant's Registration Statement on Form S-3 (No. 333-135163).
2.3 Form of Amended and Restated Declaration of Trust for Citigroup
Capital XIV ("Declaration of Trust"), incorporated by reference
to Exhibit 4.07 to the Registrant's Registration Statement on
Form S-3 (No. 333-135163).
2.4 Form of Enhanced Trust Preferred Security, included in the
Declaration of Trust.
2.5 Form of Guarantee with respect to the Enhanced Trust Preferred
Securities, incorporated by reference to Exhibit 4.13 to the
Registrant's Registration Statement on Form S-3 (No. 333-135163).
2.6 Form of Indenture between Citigroup Inc. and JPMorgan Chase
Bank, N.A., as Trustee, providing for the issuance of Junior
Subordinated Debt Securities, incorporated by reference to
Exhibit 4.01 to the Registrant's Registration Statement on
Form S-3 (No. 333-135163).
2.7 Prospectus of the Registrant relating to the offering of the
Enhanced Trust Preferred Securities filed with the Securities
and Exchange Commission on June 28, 2006, 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: June 30 , 2006
CITIGROUP CAPITAL XIV
By: /s/ John Gerspach
---------------------------------
John Gerspach, as Regular Trustee
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
---------------------------------
Charles E. Wainhouse,
as Assistant Treasurer
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