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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 CAPITAL V
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-6432184
(State of Incorporation (I.R.S. Employer
or Organization) 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 the registration of a class
of securities pursuant to of securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
upon filing pursuant to General upon filing pursuant to General
Instruction A.(c) please check Instruction A.(d) please check
the following box. [X] the following box.
Securities Act registration statement file number to which this form relates:
333-42575
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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
7% TRUPS-Registered Trademark- Trust New York Stock Exchange
--- Preferred Securities
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
See the information set forth under the headings "Description of Preferred
Securities" and "Description of Guarantees" in the Registration Statement on
Form S-3 of the Registrants, as filed with the Securities and Exchange
Commission on December 18, 1997.
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-42575) of the Registrants.
2.2 Certificate of Trust dated September 19, 1996, of Travelers Capital V,
incorporated by reference to Exhibit 4.5 to the Registrants'
Registration Statement on Form S-3 (No. 333-12439).
2.3 Form of Amended and Restated Declaration of Trust for Travelers
Capital V ("Declaration of Trust"), incorporated by reference to
Exhibit 4.10 to the Registrants' Registration Statement on Form S-3
(No. 333-12439).
2.4 Form of Preferred Security, included in the Declaration of Trust.
2.5 Form of Guarantee with respect to the Preferred Securities,
incorporated by reference to Exhibit 4.18 to the Registrants'
Registration Statement on Form S-3 (No. 333-12439).
2.6 Form of Indenture between Citigroup Inc. (formerly Travelers Group
Inc.) and The Chase Manhattan Bank, N.A., as Trustee, relating to the
Junior Subordinated Debt Securities, incorporated by reference to
Exhibit 4.11 to the Registrants' Registration Statement on Form S-3
(No. 333-12439).
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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: November 12, 1998
CITIGROUP CAPITAL V
By: /s/ Irwin Ettinger
Irwin Ettinger, as Trustee
By: /s/ Heidi G. Miller
Heidi G. Miller, as Trustee
CITIGROUP INC.
By: /s/ Robert Matza
Robert Matza
Deputy Treasurer
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