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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 GLOBAL MARKETS
HOLDINGS INC. TARGETS TRUST XXIV
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK DELAWARE
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(STATE OF INCORPORATION (STATE OF INCORPORATION
OR ORGANIZATION) OR ORGANIZATION)
11-2418067 52-7211968
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(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
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(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
effective 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 Exchange Act and is
effective pursuant to General
Instruction A.(d), please check the
following box. /_/
Securities Act registration statement
file number to which this form relates:
333-69230 (If a pplicable)
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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Targeted Growth Enhanced Terms American Stock Exchange
Securities ("TARGETS(R)") With Respect
to the Common Stock of Intel Corporation
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(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 13 and 22 through 44, respectively, of the registrants' Prospectus,
Subject to Completion, dated January 26, 2005 (Registration No. 333-69230),
which information is hereby incorporated herein by reference and made part of
this registration statement in its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus, Subject to Completion, dated January 26, 2005,
incorporated by reference to the registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on January 27, 2005 (No. 333-69230).
99 (B). Certificate of Trust of TARGETS Trust XXIV, incorporated by
reference to Exhibit 4(m) to the registration statement on Form S-3 of Citigroup
Global Markets Holdings Inc. (formerly known as Salomon Smith Barney Holdings
Inc.) (the "Company") and TARGETS Trust XXIV filed with the Securities and
Exchange Commission on September 10, 2001 (No. 333-69230) (the "Registration
Statement").
99 (C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust XXIV, incorporated by reference to Exhibit 4(q) to the Registration
Statement.
99 (D). Form of TARGETS Guarantee Agreement between the Company and
JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Guarantee
Trustee, incorporated by reference to Exhibit 4(r) to the Registration
Statement.
99 (E). Form of Indenture between the Company and JPMorgan Chase Bank,
N.A. (formerly The Chase Manhattan Bank), as Trustee, incorporated by reference
to Exhibit 4(s) 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)).
Other securities issued by the Company are listed on the American Stock
Exchange.
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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 Global Markets Holdings Inc.
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(Registrant)
Date: February 18, 2005 By: /s/ Scott Freidenrich
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Name: Scott Freidenrich
Title: Executive Vice President and
Treasurer
TARGETS Trust XXIV
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(Registrant)
Date: February 18, 2005 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, Subject to Completion, dated January 26, 2005,
incorporated by reference to the registrants' filing under
Rule 424(b) with the Securities and Exchange Commission on
January 27, 2005 (No. 333-69230).
99(B). Certificate of Trust of TARGETS Trust XXIV, incorporated by
reference to Exhibit 4(m) to the registration statement on
Form S-3 of Citigroup Global Markets Holdings Inc. and
TARGETS Trust XXIV filed with the Securities and Exchange
Commission on September 10, 2001 (No. 333-69230) (the
"Registration Statement").
99(C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust XXIV incorporated by reference to Exhibit 4(q) to the
Registration Statement.
99(D). Form of TARGETS Guarantee Agreement between the Company and
JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan
Bank), as Guarantee Trustee, incorporated by reference to
Exhibit 4(r) to the Registration Statement.
99(E). Form of Indenture between the Company and JPMorgan Chase
Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee,
incorporated by reference to Exhibit 4(s) 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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