Filed Pursuant to Rule 433
Registration Nos. 333-132370, 333-132370-01
Equity First
Protection First
3,333,000 Principal-Protected Trust Certificates
Linked to the S&P 500
®
Index
Due June 20, 2014
Safety First Trust Series 2008-6, the issuer, and the guarantors, Citigroup Funding Inc. and
Citigroup Inc., have filed registration statements (including prospectuses) with the Securities and
Exchange Commission (SEC) for the offering to which this communication relates. Before you
invest, you should read the prospectuses in those registration statements (File Nos. 333-154914 and
333-132370) and the other documents Safety First Trust Series 2008-6, Citigroup Funding and
Citigroup Inc. have filed with the SEC for more complete information about Safety First Trust
Series 2008-6, Citigroup Funding, Citigroup Inc. and this offering. You may get these documents for
free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the
prospectus by calling toll-free 1-877-858-5407.
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Investment Products
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Not FDIC Insured
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May Lose Value
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No Bank Guarantee
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November 21, 2008
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Principal-Protected
Trust Certificates
Linked
to the S&P
500
®
Index
due
June 20, 2014
This offering summary represents a summary of the terms and
conditions of the Certificates. We encourage you to read the
prospectus and pricing supplement related to this offering.
Capitalized terms used in this summary are defined in
Final Terms on page 4 of this offering
summary.
Overview
of the Trust Certificates
The
Principal-Protected Trust Certificates Linked to the
S&P
500
®
Index due June 20, 2014 are equity index-linked preferred
securities issued by Safety First
Trust Series 2008-6
that will mature on June 20, 2014. Some key characteristics
of the Certificates include:
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Principal Protection Like a Fixed-Income
Investment.
Similar
to a fixed-income investment, an investors initial
investment is 100% principal protected if the investor either
(i) holds the Certificates to maturity or
(ii) exercises its Exchange Right and holds both the
Securities and the Warrants until maturity. Because neither the
Securities nor the Warrants are principal protected if held
individually, if an investor exercises its Exchange Right and
holds only the Securities or only the Warrants, the investor
will lose the benefit of principal protection at maturity and
could receive substantially less than the amount of its initial
investment.
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No Periodic
Payments.
The
Certificates do not offer current income, which means that
investors do not receive any periodic interest or other periodic
payments on the Certificates. Instead of a periodic fixed or
floating rate of interest, return on the Certificates is paid at
maturity and is based upon the appreciation, if any, of the
value of the S&P
500
®
Index subject to a Participation Rate of 80%. In addition, you
will not receive any dividend payments or other distributions,
if any, on the stocks included in the S&P
500
®
Index.
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Limited Equity Index-Linked
Participation.
If
you hold the Certificates to maturity, you will be entitled to
receive (i) $10 (your initial investment), plus
(ii) the Supplemental Distribution Amount, which may be
positive or zero, based on the percentage change of the S&P
500
®
Index and on the Participation Rate.
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Citigroup Guarantee of
Trust Assets.
The
payments under the Certificates will be made to the extent that
Citigroup Funding Inc. makes payments under the Securities and
Warrants, the assets of the Trust. Any payment obligations of
Citigroup Funding under the Securities and Warrants are
guaranteed by its parent company Citigroup Inc.
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Generally Short-Term Capital Gain or
Loss.
Except
for the possibility of long-term capital gain treatment if the
Exchange Right described in the paragraphs below is exercised,
upon maturity or sale of the Certificates, investors should
recognize short-term capital gain or loss, regardless of how
long they have held the Certificates. Prospective investors
should consult their tax advisors.
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Beginning on the
date the Certificates are issued and ending on the date that is
one business day prior to the Valuation Date, you will have the
right to exchange each Certificate you hold for a
pro rata
portion of the assets of the Trust, which consist of the
Securities and Warrants issued
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by Citigroup
Funding, upon proper notice to the trustee. You cannot recognize
long-term capital gain from your investment in the Certificates
unless you exercise your Exchange Right, then dispose of either
the Securities or the Warrants, and then hold the remaining
instrument for more than one year after that disposition.
Neither the
Securities nor the Warrants are principal protected. You should
be aware that if you choose to exercise your Exchange Right and
hold only the Securities or only the Warrants, you will lose the
benefit of principal protection at maturity and may receive
substantially less than the amount of your initial investment in
the Certificates.
In order to exercise
your Exchange Right, your brokerage account must be approved for
options trading. You should consult with your financial advisor
to determine whether your brokerage account would meet the
options trading requirements.
The Certificates,
the Securities and the Warrants are not deposits or savings
accounts, are not insured by the Federal Deposit Insurance
Corporation (FDIC) or by any other governmental
agency or instrumentality, and are not guaranteed by the FDIC
under the Temporary Liquidity Guarantee Program.
Types
of Investors
The Certificates are
hybrid investments that combine characteristics of equity and
fixed-income instruments. The Certificates are not a suitable
investment for investors who require fixed-income payments since
no interest payments or investment returns, if any, will be paid
during the term of the Certificates. The Certificates may be an
appropriate investment for the following types of investors:
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Fixed-income
investors currently invested in zero coupon bonds who are
seeking an opportunity to earn potentially higher equity
index-linked returns.
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Conservative equity
investors who wish to participate in a portion of the upside
potential of a broad-based equity market index, while limiting
their exposure to the downside.
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Investors who can
hold the Certificates until June 20, 2014.
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Commissions
and Fees
Citigroup Global
Markets Inc., an affiliate of Citigroup Funding and the
underwriter of the sale of the Certificates, will receive an
underwriting fee of $0.325 for each $10.000 Certificate sold in
this offering. Certain dealers, including Citi International
Financial Services, Citigroup Global Markets Singapore Pte. Ltd.
and Citigroup Global Markets Asia Limited, broker-dealers
affiliated with Citigroup Global Markets, will receive from
Citigroup Global Markets $0.300 from this underwriting fee for
each Certificate they sell. Citigroup Global Markets will pay
the Financial Advisors employed by Smith Barney, a division of
Citigroup Global Markets, a fixed sales commission of $0.300
from this underwriting fee for each Certificate they sell.
Additionally, it is possible that Citigroup Global Markets and
its affiliates may profit from expected hedging activity related
to this offering, even if the value of the Certificates
declines. You should refer to Risk Factors and
Underwriting in the accompanying prospectus and
pricing supplement; Risk Factors and Plan of
Distribution in the accompanying medium-term notes
prospectus supplement; Risk Factors and Plan
of Distribution in the accompanying index warrant
prospectus supplement; and Use of Proceeds and
Hedging and Plan of Distribution in the
accompanying prospectus related to this offering for more
information.
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Final
Terms
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Issuer:
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Safety First Trust Series 2008-6 (the Trust).
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Certificates:
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3,333,000 Principal-Protected Trust Certificates Linked to the
S&P
500
®
Index due June 20, 2014.
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Assets of the Trust:
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Equity Index Participation Securities Linked to the S&P
500
®
Index (the Securities) and Equity Index Warrants
Linked to the S&P
500
®
Index (the Warrants), both issued by Citigroup
Funding.
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Guarantee:
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Any payments due on the Securities and Warrants are fully and
unconditionally guaranteed by Citigroup Inc., Citigroup
Fundings parent company; however, because the Securities
and Warrants are not principal protected if held individually,
if you exercise your Exchange Right and hold only the Securities
or only the Warrants, you may receive an amount at maturity that
is less than the amount you initially invest. Citigroup Inc. and
Citigroup Funding will also guarantee any payments due on the
Certificates to the extent of funds available at the Trust.
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Rating of the Issuers Obligations:
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Aa3/AA - (Moodys/S&P) based upon the Citigroup Inc.
guarantee and subject to change during the term of the
Certificates, the Securities and the Warrants; however because
the Securities and Warrants are not principal protected if held
individually, if you exercise your Exchange Right and hold only
the Securities or only the Warrants, you may receive an amount
at maturity that is less than the amount you initially invest.
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Principal Protection:
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100% if you hold the Certificates, or both the Securities and
the Warrants received upon exercise of your Exchange Right, on
the Maturity Date.
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Pricing Date:
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November 21, 2008.
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Issue Date:
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November 26, 2008.
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Valuation Date:
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June 17, 2014.
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Maturity Date:
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June 20, 2014.
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Underlying Index:
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S&P
500
®
Index.
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Issue Price:
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$10 per Certificate.
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Coupon:
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None.
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Payment at Maturity on the Certificates:
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For each $10 Certificate, $10 plus a Supplemental Distribution
Amount, which may be positive or zero.
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Supplemental Distribution Amount:
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$10 × Index Return × Participation Rate, provided that
the Supplemental Distribution Amount will not be less than zero.
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Index Return:
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Will equal the following fraction, expressed as a percentage:
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Ending
Value - Starting
Value
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Starting
Value
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Starting Value:
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800.03.
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Ending Value:
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The closing value of the S&P
500
®
Index on the Valuation Date.
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Participation Rate:
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80%.
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Exchange Right:
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Holders of the Certificates will have the right to exchange,
beginning on the Issue Date and ending on the date that is one
business day prior to the Valuation Date, each Certificate for a
pro rata
portion of the assets of the Trust (each
Certificate is exchangeable into one Security and one Warrant).
On the maturity date of the Securities or exercise date of the
Warrants, which will be the same date as the Maturity Date of
the Certificates,
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each
Security will pay $10 plus a Security Return Amount; and
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each
Warrant will pay zero if the Index Return is positive or zero
and will pay a positive amount equal to $10 × the
percentage decrease represented by the Index Return if the Index
Return is negative.
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In order to exercise your Exchange Right, your brokerage account
must be approved for options trading. You should consult with
your financial advisor to determine whether your brokerage
account would meet the options trading requirements. If you
choose to exercise your Exchange Right and hold only the
Securities or only the Warrants, you will lose the benefit of
principal protection at maturity.
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Security Return Amount:
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If
the Index Return is positive, the Security Return Amount for
each Security will equal the product of (a) $10, (b) the
percentage increase in the S&P
500
®
Index and (c) the Participation Rate.
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If
the Index Return is zero or negative, the Security Return Amount
will equal the product of (a) $10 and (b) the percentage
decrease in the S&P
500
®
Index. Because your participation in the decrease in the
S&P
500
®
Index is not limited by the Participation Rate, if the Ending
Value is less than the Starting Value, you will participate
fully in the depreciation of the S&P
500
®
Index.
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Listing:
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The Certificates, Securities and Warrants will not be listed on
any exchange.
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Purchase Price and
Proceeds to Issuer:
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Per
Certificate Total
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Public Offering
Price: $10.000 $33,330,000.00
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Underwriting
Discount $ 0.325 $1,083,225.00
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(to be paid by Citigroup
Funding Inc. and which
includes the Sales
Commission described
below):
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Proceeds to Safety
First $10.000 $33,330,000.00
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Trust Series 2008-6:
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Sales Commission Earned:
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$0.300 per Certificate for each Certificate sold by a Smith
Barney Financial Advisor.
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CUSIP Number:
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78648C 107.
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Calculation Agent:
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Citigroup Global Markets Inc.
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Institutional Trustee:
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U.S. Bank National Association.
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Key
Benefits
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Growth
Potential.
The
Supplemental Distribution Amount payable at maturity is based on
the Ending Value of the S&P
500
®
Index on the Valuation Date, enabling you to participate in 80%
of the potential increase in the value of the S&P
500
®
Index during the term of the Certificates without having to
acquire each of the component stocks included in the S&P
500
®
Index.
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Capital
Preservation.
At
maturity, unless you have exercised your Exchange Right, we will
pay you at least the principal amount of the Certificates
regardless of the performance of the S&P
500
®
Index.
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Diversification.
The
Certificates are linked to the S&P
500
®
Index and may allow you to diversify an existing portfolio mix
of stocks, bonds, mutual funds and cash.
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No Interim Income
Recognition.
If
you make the tax elections as described in detail in the
prospectus and pricing supplement related to this offering, you
should not be required to accrue income or to take into account
any gain or loss with respect to the Certificates until maturity
or disposition of the Certificates.
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Key
Risks
An investment in the Certificates, Securities and Warrants
involves significant risks. While some of the risk
considerations are summarized below, please review the
Risk Factors section of the prospectus and pricing
supplement related to this offering for a full description of
risks.
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Appreciation Will Be Limited and May Be
Zero.
If
the Ending Value is greater than the Starting Value, your
participation in the appreciation of the S&P
500
®
Index will be limited by the Participation Rate, 80%. In
addition, if the Ending Value is equal to or less than the
Starting Value, the payment you receive at maturity will be
limited to the amount of your initial investment in the
Certificates, even if the closing value of the S&P
500
®
Index is greater than the Starting Value at one or more times
during the term of the Certificates or if the closing value of
the S&P
500
®
Index at maturity exceeds the Starting Value, but the closing
value of the S&P
500
®
Index on the Valuation Date is equal to or less than the
Starting Value. Because of the possibility of limited or zero
appreciation of your initial investment, the Certificates may
provide less opportunity for appreciation than an investment in
a similar security that would allow you to participate fully in
the appreciation of the S&P
500
®
Index or in some or all of the stocks included in the S&P
500
®
Index.
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No Periodic
Payments.
You
will not receive any periodic payments of interest or any other
periodic payments on the Certificates. In addition, you will not
be entitled to receive dividend payments or other distributions,
if any, made on the stocks included in the S&P
500
®
Index.
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Potential for a Lower Comparable
Yield.
The
Certificates do not pay any periodic interest. As a result, even
if the Ending Value is greater than the Starting Value, the
effective yield on the Certificates may be less than that which
would be payable on a conventional fixed-rate debt security of
Citigroup Funding of comparable maturity.
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The Certificates, Securities and Warrants Will Not Be Listed
on Any Exchange; You May Not Be Able To Sell Your Certificates,
Securities or Warrants if an Active Trading Market Does Not
Develop.
The
Certificates, Securities and Warrants will not be listed on any
exchange. There is currently no secondary market for the
Certificates, Securities or Warrants. Citigroup Global Markets
currently intends, but is not obligated, to make a market in the
Certificates, Securities and Warrants. Even if a secondary
market does develop, it may not be liquid and may not continue
for the term of the Certificates, Securities and Warrants. If
the secondary market for the Certificates, Securities or
Warrants is limited, there may be few buyers should you choose
to sell your Certificates, Securities or Warrants prior to
maturity and this may reduce the price you receive.
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Resale Value of the Certificates May Be Lower Than Your
Initial
Investment.
Due
to, among other things, changes in the price of and dividend
yields on the stocks included in the S&P
500
®
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Index, interest
rates, the earnings performance of the issuers of the stocks
included in the S&P
500
®
Index, other economic conditions and Citigroup Funding and
Citigroup Inc.s perceived creditworthiness, the
Certificates may trade at prices below their initial issue price
of $10 per Certificate. You could receive substantially less
than the amount of your initial investment if you sell your
Certificates prior to maturity.
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Fees and
Conflicts.
Citigroup
Global Markets Inc. and its affiliates involved in this offering
are expected to receive compensation for activities and services
provided in connection with the Certificates. Further, Citigroup
Funding expects to hedge its obligations under the Certificates
through the trading of the stocks included in the S&P
500
®
Index or other instruments, such as options, swaps or futures,
based upon the S&P
500
®
Index or the stocks included in the S&P
500
®
Index by one or more of its affiliates. Each of Citigroup
Fundings or its affiliates hedging activities and
Citigroup Global Marketss role as the Calculation Agent
for the Certificates may result in a conflict of interest.
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The United States Federal Income Tax Consequences of the
Certificates Are
Uncertain.
No
statutory, judicial or administrative authority directly
addresses the characterization of the Certificates or
instruments similar to the Certificates for U.S. federal
income tax purposes. As a result, significant aspects of the
U.S. federal income tax consequences of an investment in
the Certificates or the Securities are not certain. No ruling is
being requested from the Internal Revenue Service with respect
to the Certificates and no assurance can be given that the
Internal Revenue Service will agree with the conclusions
expressed under Certain U.S. Federal Income Tax
Considerations in this offering summary or under
What Are the United States Federal Income Tax Consequences
of Investing in the Certificates? and Certain United
States Federal Income Tax Considerations in the prospectus
and pricing supplement related to this offering, and that any
such guidance could have retroactive effect.
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Citigroup Inc. Credit
Risk.
The
Securities and Warrants are subject to the credit risk of
Citigroup Inc., Citigroup Fundings parent company and the
guarantor of any payments due on the Securities and Warrants.
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Neither the Securities nor the Warrants Are Principal
Protected
Individually.
If
you exercise your Exchange Right, you will receive a
pro rata
portion of the assets of the Trust, which consist of the
Securities and the Warrants. In order to exercise your Exchange
Right, your brokerage account must be approved for options
trading. You should consult with your financial advisor to
determine whether your brokerage account would meet the options
trading requirements. Neither the Securities nor the Warrants
are principal protected if held individually. Thus, if you
choose to exercise your Exchange Right and hold only the
Securities or only the Warrants, you will lose the benefit of
principal protection at maturity and could receive substantially
less than the amount of your initial investment. If you hold
only the Securities, your investment may result in a loss if the
Ending Value is less than the Starting Value. If you hold only
the Warrants, the payment on the Warrants will be zero unless
the Ending Value is less than the Starting Value.
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Additional Risks Upon Exchange if You Hold Only the
Securities or Only the
Warrants.
If
you exercise your Exchange Right and hold only the Securities or
only the Warrants, you will be subject to other risks in
addition to the loss of principal protection at maturity. In the
case of the Securities, these additional risks include that any
appreciation in the value of the S&P
500
®
Index will be limited by the Participation Rate, which is 80%,
while you will participate fully in any depreciation of the
S&P
500
®
Index. In the case of the Warrants, these additional risks
include that the Warrants may lose substantially all their value
due to relatively small increases in the value of the S&P
500
®
Index, and all their value due to an increase above the Starting
Value. In addition, the Securities and the Warrants may trade at
prices substantially below their initial purchase prices.
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Certain
U.S. Federal Income Tax Considerations
The following
summarizes certain federal income tax considerations for
U.S. investors that purchase the Certificates at the
initial offering and hold the Certificates as capital assets. In
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general, a
U.S. investor will be treated as owning a
pro rata
share of the assets of the Trust. Under the treatment that
each holder will agree to with the Trust and Citigroup Funding,
the Securities and the Warrants will be treated as two separate
financial instruments.
A
U.S. holders tax treatment may depend on the
applicability of the identified straddle election.
The Trust will make an identified straddle election
on behalf of all holders of the Certificates by identifying on
its records each Security and each Warrant as a separate
identified straddle. It is unclear, however, whether such
elections made by the Trust on behalf of a holder will be
effective. Therefore, it is generally advisable that
U.S. investors also make an identified straddle election by
complying with the identification requirements described in the
prospectus and pricing supplement. Assuming that the identified
straddle election will apply, the Certificates will be taxed as
follows:
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A U.S. holder
will not be required to accrue income or take into account gain
with respect to Certificates until maturity or disposition.
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At maturity or upon
a sale of all of a U.S. holders Certificates, such
holder will recognize net capital gain or loss equal to the
difference between the amount of cash received and the amount
that U.S. holder paid for the Certificates. Such capital
gain or loss will be short-term gain or loss regardless of how
long the U.S. holder has held the Certificates.
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If a
U.S. holder exchanges its Certificates for Securities and
Warrants and disposes of one but not the other, such holder will
have long-term capital gain or loss at maturity or on
disposition of the Securities or the Warrants only if the
U.S. holder has held the Securities or the Warrants for
more than one year after the disposition of the other
instrument, respectively. In order to exercise your Exchange
Right, your brokerage account must be approved for options
trading. You should consult with your financial advisor to
determine whether your brokerage account would meet the options
trading requirements. You should be aware, however, that if you
hold only the Securities or only the Warrants, you will lose the
benefit of principal protection at maturity. Losses realized on
the disposition of the Securities or the Warrants may be
required to be capitalized into the tax basis of the Warrants or
the Securities (as the case may be) retained by the
U.S. holder.
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No statutory,
judicial or administrative authority addresses the
characterization of the Securities and the Warrants or similar
instruments for U.S. federal income tax purposes. As a
result, significant aspects of the U.S. federal income tax
consequences of an investment in the Certificates are not
certain. The IRS and U.S. Treasury Department issued a
Notice (the Notice) that requests public comments on
a comprehensive list of tax policy issues raised by prepaid
forward contracts, which include financial instruments similar
to the Certificates and the Securities. The Notice contemplates
that such instruments may become subject to taxation on a
current accrual basis under one or more possible approaches,
including mark-to-market methodology; a regime similar to the
Contingent Payment Regulations; categorization of prepaid
forward contracts as debt; and treatment of prepaid forward
contracts as constructive ownership transactions
discussed below. The Notice also contemplates that all (or
significant portions) of an investors returns under
prepaid forward contracts could be taxed at ordinary income
rates (as opposed to capital gains rates). It is currently
impossible to predict what guidance, if any, will be issued as a
result of the Notice, and whether any such guidance could have
retroactive effect. In addition, legislation has been introduced
for consideration in the United States Congress that, if enacted
into law, would require current accrual of interest income on
prepaid derivative contracts with a term of more than one year
(which would include financial instruments similar to the
Securities and may include financial instruments similar to the
Certificates) acquired after the date of the legislations
enactment. The legislation also would implement special income
accrual rules for publicly traded prepaid derivative contracts.
The schedule for consideration of this legislation and the
outcome of the legislative process currently is uncertain.
Accordingly, a
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prospective
investor (including a tax exempt investor) in the Certificates
should consult its own tax advisor in determining the tax
consequences of an investment in the Certificates.
In the case of a
holder of the Certificates that is not a U.S. person, any
gain realized upon the sale, maturity, exchange or other taxable
disposition of the Certificates, the Securities or the Warrants
generally will not be subject to U.S. income or withholding
tax provided that: (i) the holder complies with applicable
certification requirements (including in general the furnishing
of an IRS
form W-8
or substitute form), (ii) in the case of an individual,
such individual is not present in the United States for
183 days or more in the taxable year of the sale or other
disposition or the gain is not attributable to a fixed place of
business maintained by such individual in the United States, and
(iii) the holder does not own, actually or constructively,
10% or more of the total combined voting power of all classes of
the Citigroup Fundings stock entitled to vote, and are not
a controlled foreign corporation related, directly or
indirectly, to Citigroup Funding through stock ownership.
In the Notice
discussed above, the IRS and U.S. Treasury Department
specifically question whether, and to what degree, payments (or
deemed accruals) in respect of a prepaid forward contract should
be subject to withholding. Accordingly, it is possible that
future guidance could be issued as a result of the Notice
requiring us to withhold on payments made to
non-U.S. Holders
under the Certificates or the Securities.
You should refer to the prospectus and pricing supplement
related to this offering for additional information relating to
U.S. federal income tax and consult your own tax advisors
to determine tax consequences particular to your situation.
The
S&P
500
®
Index
Unless otherwise stated, all information herein relating to
the S&P
500
®
Index has been derived from Standard & Poors
(S&P) or other publicly available sources.
S&Ps policies are subject to change at the discretion
of S&P. S&P is under no obligation to continue to
publish, and may discontinue or suspend the publication of, the
S&P
500
®
Index at any time. None of Citigroup Inc., Citigroup Funding
Inc., Citigroup Global Markets or the trustee assumes any
responsibility for the accuracy or completeness of such
information
.
General.
The
S&P
500
®
Index is published by S&P and is intended to provide an
indication of the pattern of common stock price movements. The
calculation of the value of the S&P
500
®
Index is based on the relative value of the aggregate market
value of the common stocks of 500 companies as of a
particular time compared to the aggregate average market value
of the common stocks of 500 similar companies during the base
period of the years 1941 through 1943. As of September 30,
2008, the common stocks of 420 of the 500 companies
included in the S&P
500
®
Index were listed on the New York Stock Exchange (the
NYSE). As of September 30, 2008, the aggregate
market value of the 500 companies included in the S&P
500
®
Index represented approximately 75% of the U.S. equities
market.
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Safety
First
sm
Investments
|
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9
|
The following graph
illustrates the historical performance of the S&P
500
®
Index based on the closing value thereof on each index business
day from January 2, 2003 through November 21, 2008.
Any historical upward or downward trend in the value of the
S&P
500
®
Index during any period set forth below is not an indication
that the S&P
500
®
Index is more or less likely to increase or decrease at any time
during the term of the Certificates.
The closing value of
the S&P
500
®
Index on November 21, 2008 was 800.03.
You should refer to
the prospectus and pricing supplement related to this offering
for additional information on the S&P
500
®
Index, including its makeup, method of calculation and changes
in its components. All such disclosures in the prospectus and
pricing supplement are derived from publicly available
information. None of the Trust, Citigroup Funding, Citigroup
Inc., Citigroup Global Markets or any of the trustees assumes
any responsibility for the accuracy or completeness of such
information. You should also be aware that an investment in the
Certificates does not entitle you to any dividends, voting
rights or any other ownership or other interest in respect of
the stocks included in the S&P
500
®
Index.
License
Agreements.
Citigroup
Funding or its affiliates have entered into a non-exclusive
license arrangement providing for the license to Citigroup Inc.,
Citigroup Funding and its affiliates, in exchange for a fee, of
the right to use indices owned and published by S&P in
connection with certain financial instruments, including the
Certificates, the Securities and the Warrants. The license
agreement between S&P and Citigroup Global Markets provides
that the following language must be stated in this offering
summary:
None of the
Certificates, the Securities and the Warrants are sponsored,
endorsed, sold or promoted by S&P. S&P makes no
representation or warranty, express or implied, to the holders
of the Certificates, the Securities or the Warrants or any
member of the public regarding the advisability of investing in
securities generally or in the Certificates, the Securities or
the Warrants particularly. S&Ps only relationship to
Citigroup Funding and its affiliates (other than
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10
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Safety
First
sm
Investments
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transactions entered
into in the ordinary course of business) is the licensing of
certain trademarks, trade names and service marks of S&P
and of the S&P
500
®
Index, which is determined, composed and calculated by S&P
without regard to Citigroup Funding, its affiliates or the
holders of the Certificates, the Securities or the Warrants.
S&P has no obligation to take the needs of Citigroup
Funding, its affiliates or the holders of the Certificates, the
Securities or the Warrants into consideration in determining,
composing or calculating the S&P
500
®
Index. S&P is not responsible for and has not participated
in the determination of the timing of the sale of the
Certificates, prices at which the Certificates are initially to
be sold, or quantities of the Certificates, the Securities or
the Warrants to be issued or in the determination or calculation
of the equation by which the Certificates, the Securities or the
Warrants are to be converted into cash. S&P has no
obligation or liability in connection with the administration,
marketing or trading of the Certificates, the Securities or the
Warrants.
S&P DOES NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500
®
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.
S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO
BE OBTAINED BY CITIGROUP FUNDING, HOLDERS OF THE CERTIFICATES,
THE SECURITIES OR THE WARRANTS, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE S&P
500
®
INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P
500
®
INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE
NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
BETWEEN S&P AND CITIGROUP FUNDING.
Hypothetical
Maturity Payment Examples
The examples of
hypothetical maturity payments set forth below are intended to
illustrate the effect of different Ending Values on the amount
payable on the Certificates at maturity. All of the hypothetical
examples are based on the following assumptions:
£
Term
of the Certificates
:
5.5 years
£
Participation
Rate
:
85%
£
The
Certificates are held to maturity and are not exchanged for the
Securities and the Warrants.
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Safety
First
sm
Investments
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11
|
As shown by the
examples below, if the Index Return is 0% or less, you will
receive an amount at maturity equal to $10.00 per Certificate,
the amount of your initial investment in the Certificates. If
the Index Return is greater than 0%, you will receive an amount
at maturity that is greater than your initial investment in the
Certificates.
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Hypothetical
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Ending
Value
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Hypothetical
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Hypothetical
|
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Hypothetical
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Hypothetical
|
of
the S&P
|
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Hypothetical
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Supplemental
Distribution
|
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Maturity
|
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Total
Return on
|
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Annualized
Return on
|
500
®
Index
|
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Index
Return
|
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Amount
(1)
|
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Payment
(2)
|
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the
Certificates
|
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the
Certificates
(3)
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285.0
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70.00
|
%
|
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$
|
0.00
|
|
|
|
$
|
10.00
|
|
|
|
|
0.00
|
%
|
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
380.0
|
|
|
|
60.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475.0
|
|
|
|
50.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
570.0
|
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|
|
40.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
665.0
|
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|
|
30.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712.5
|
|
|
|
25.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760.0
|
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|
|
20.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
807.5
|
|
|
|
15.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
855.0
|
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|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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902.5
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|
5.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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926.3
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|
2.50
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
950.0
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
10.00
|
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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997.5
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|
5.00
|
|
|
|
|
0.43
|
|
|
|
|
10.43
|
|
|
|
|
4.25
|
|
|
|
|
0.76
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|
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|
|
|
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|
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|
1045.0
|
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|
|
10.00
|
|
|
|
|
0.85
|
|
|
|
|
10.85
|
|
|
|
|
8.50
|
|
|
|
|
1.49
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
1092.5
|
|
|
|
15.00
|
|
|
|
|
1.28
|
|
|
|
|
11.28
|
|
|
|
|
12.75
|
|
|
|
|
2.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1140.0
|
|
|
|
20.00
|
|
|
|
|
1.70
|
|
|
|
|
11.70
|
|
|
|
|
17.00
|
|
|
|
|
2.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1187.5
|
|
|
|
25.00
|
|
|
|
|
2.13
|
|
|
|
|
12.13
|
|
|
|
|
21.25
|
|
|
|
|
3.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1235.0
|
|
|
|
30.00
|
|
|
|
|
2.55
|
|
|
|
|
12.55
|
|
|
|
|
25.50
|
|
|
|
|
4.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
1330.0
|
|
|
|
40.00
|
|
|
|
|
3.40
|
|
|
|
|
13.40
|
|
|
|
|
34.00
|
|
|
|
|
5.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1425.0
|
|
|
|
50.00
|
|
|
|
|
4.25
|
|
|
|
|
14.25
|
|
|
|
|
42.50
|
|
|
|
|
6.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
1520.0
|
|
|
|
60.00
|
|
|
|
|
5.10
|
|
|
|
|
15.10
|
|
|
|
|
51.00
|
|
|
|
|
7.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
1615.0
|
|
|
|
70.00
|
|
|
|
|
5.95
|
|
|
|
|
15.95
|
|
|
|
|
59.50
|
|
|
|
|
8.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
1710.0
|
|
|
|
80.00
|
|
|
|
|
6.80
|
|
|
|
|
16.80
|
|
|
|
|
68.00
|
|
|
|
|
9.89
|
|
|
|
|
|
|
|
|
|
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|
|
|
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(1)
|
|
Supplemental Distribution Amount =
$10.00 × Index Return × Participation Rate, provided
that the Supplemental Distribution Amount will not be less than
zero.
|
|
(2)
|
|
Maturity Payment = $10.00 +
Supplemental Distribution Amount.
|
|
(3)
|
|
Compounded annually.
|
The examples above
are for purposes of illustration only. The actual maturity
payment will depend on the actual Supplemental Distribution
Amount, which, in turn, will depend on the actual Starting
Value, Ending Value and Participation Rate.
ERISA
and IRA Purchase Considerations
Employee benefit
plans subject to ERISA, entities the assets of which are deemed
to constitute the assets of such plans, governmental or other
plans subject to laws substantially similar to ERISA and
retirement accounts (including Keogh, SEP and SIMPLE plans,
individual retirement accounts and individual retirement
annuities) are permitted to purchase the Certificates, the
Securities and the Warrants as long as either (A) (1) no
Citigroup Global Markets affiliate or employee is a fiduciary to
such plan or retirement account that has or exercises any
discretionary authority or control with respect to the assets of
such plan or retirement account used to
|
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|
12
|
|
Safety
First
sm
Investments
|
|
|
purchase the
Certificates, the Securities or the Warrants or renders
investment advice with respect to those assets, and
(2) such plan or retirement account is paying no more than
adequate consideration for the Certificates, the Securities or
the Warrants or (B) its acquisition and holding of the
Certificates, the Securities or the Warrants is not prohibited
by any such provisions or laws or is exempt from any such
prohibition.
However, individual
retirement accounts, individual retirement annuities and Keogh
plans, as well as employee benefit plans that permit
participants to direct the investment of their accounts, will
NOT be permitted to purchase or hold the Certificates, the
Securities or the Warrants if the account, plan or annuity is
for the benefit of an employee of Citigroup Global Markets or a
family member and the employee receives any compensation (such
as, for example, an addition to bonus) based on the purchase of
the Certificates, the Securities or the Warrants by the account,
plan or annuity.
You should refer to the section ERISA Matters in
the prospectus and pricing supplement related to this offering
for more information.
Additional
Considerations
If the closing value
of the S&P
500
®
Index is not available on the Valuation Date, the Calculation
Agent may determine the Ending Value in accordance with the
procedures set forth in the prospectus and pricing supplement
related to this offering. In addition, if the S&P
500
®
Index is discontinued, the Calculation Agent may determine the
Ending Value by reference to a successor index or, if no
successor index is available, in accordance with the procedures
last used to calculate the S&P
500
®
Index prior to any such discontinuance. You should refer to the
sections Description of the Certificates
Supplemental Distribution Amount and
Discontinuance of the S&P
500
®
Index in the prospectus and pricing supplement for more
information.
Citigroup Global
Markets is an affiliate of the Trust and Citigroup Funding.
Accordingly, the offering will conform to the requirements set
forth in Rule 2810 of the NASD Conduct Rules adopted by the
Financial Industry Regulatory Authority regarding direct
participation programs.
Client accounts over
which Citigroup Inc. or its affiliates have investment
discretion are NOT permitted to purchase the Certificates,
either directly or indirectly.
Standard & Poors, Standard & Poors 500, S&P and S&P 500 are trademarks of The McGraw-HIll
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