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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. SAFETY FIRST TRUST SERIES 2006-1
(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 42-6664144
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
399 PARK AVENUE
NEW YORK, NEW YORK 10043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of If this Form relates to the registration of
a class of securities pursuant to Section 12(b) a class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective pursuant to General
to General Instruction A.(c), please check the Instruction A.(d), please check the following box. [ ]
following box. [X]
Securities Act registration statement file number to 333-135867, 333-135867-10 and 333-135867-11 (If applicable)
which this form relates:
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
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Principal-Protected Trust Certificates Linked to the Dow American Stock Exchange
Jones Industrial Average(SM) and the Nikkei 225 Stock
Average(SM) Due 2010.
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 Certificates" on pages 2 through
10, 11 through 18 and 25 through 39, respectively, of the Registrants'
Prospectus and Pricing Supplement, Subject to Completion, dated October 25, 2006
(Registration Nos. 333-135867, 333-135867-10 and 333-135867-11), which
information is hereby incorporated herein by reference and made part of this
registration statement in its entirety. The description of the
Principal-Protected Trust Certificates Linked to the Dow Jones Industrial
Average(SM) and the Nikkei 225 Stock Average(SM) Due 2010 (the "Certificates")
contained in the final Prospectus and Pricing Supplement to be filed pursuant to
Rule 424(b), which will contain the final terms of the Certificates, is deemed
to be incorporated herein by reference and made part of this registration
statement in its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus and Pricing Supplement describing the
Certificates, Subject to Completion, dated October 25, 2006, incorporated by
reference to the Registrants' filing under Rule 424(b)(2) dated October 26,
2006.
99 (B). Certificate of Trust of Safety First Trust Series 2006-1,
incorporated by reference to Exhibit 3(j) to the Registrants' automatic shelf
registration statement on Form S-3 filed on July 19, 2006 (Registration Nos.
333-135867, 333-135867-10 and 333-135867-11) (the "Registration Statement").
99 (C). Form of Amended and Restated Declaration of Trust,
incorporated by reference to Exhibit 4(a) to the Registration Statement.
99 (D). Form of the Trust Certificates Guarantee Agreement,
incorporated by reference to Exhibit 4(b) to the Registration Statement.
99 (E). Form of Certificate Representing the Certificates (included
in Exhibit 99(C)).
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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
Safety First Trust Series 2006-1
(Registrant)
Date: November 22, 2006 By: /s/ Geoffrey S. Richards
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Name: Geoffrey S. Richards
Title: Regular Trustee
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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99(A). Prospectus and Pricing Supplement describing the
Certificates, Subject to Completion, dated October 25,
2006, incorporated by reference to the Registrants'
filing under Rule 424(b)(2) dated October 26, 2006.
99(B). Certificate of Trust of Safety First Trust Series
2006-1, incorporated by reference to Exhibit 3(j) to
the Registration Statement.
99(C). Form of Amended and Restated Declaration of Trust,
incorporated by reference to Exhibit 4(a) to the
Registration Statement.
99(D). Form of the Trust Certificates Guarantee Agreement,
incorporated by reference to Exhibit 4(b) to the
Registration Statement.
99(E). Form of Certificate Representing the Certificates
(included in Exhibit 99(C)).
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