8-K 1 y05445e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2005 ------------------ Citigroup Global Markets Holdings Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-15286 11-2418067 -------------- ------------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 388 Greenwich Street, New York, New York 10013 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 816-6000 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CITIGROUP GLOBAL MARKETS HOLDINGS INC. Current Report on Form 8-K Item 9.01. Financial Statements and Exhibits. ---------------------------------- Exhibits: Exhibit No. Description ----------- ----------- 1.01 Terms Agreement, dated January 31, 2005, between the Company and Citigroup Global Markets Inc., as the underwriter, relating to the offer and sale of the Company's Stock Market Upturn NotesSM Based Upon the Dow Jones Industrial AverageSM Due November 3, 2006. 4.01 Form of Note for the Company's Stock Market Upturn Notes(SM) Based Upon the Dow Jones Industrial Average(SM) Due November 3, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 3, 2005 CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Scott Freidenrich ------------------------------ Name: Scott Freidenrich Title: Executive Vice President and Treasurer