2004-05-27
Added · Updated
The Division of Corporation Finance will not recommend enforcement action if Citigroup Inc.'s Qualifying Subsidiaries report beneficial ownership of registered equity securities on Schedule 13G as qualified institutional investors pursuant to Rule 13d-1(b). The Qualifying Subsidiaries are prohibited from using Schedule 13G if they acquire the subject securities with the purpose or effect of changing or influencing control of the issuer. This position is based on representations regarding the comparability of foreign laws governing the subsidiaries to United States laws and an undertaking to furnish Schedule 13D information upon request.
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Securities Exchange Act of 1934 — Rule 13d-1(b)
May 27, 2004
Response of the Office of Office of Mergers and Acquisitions Division of Corporation Finance
Re:
Citigroup Inc. and the Qualifying Subsidiaries Incoming letter dated May 26, 2004
Jeffrey D. Karpf, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006-1470
Dear Mr. Karpf:
We are responding to your letter dated May 26, 2004 to Brian V. Breheny and Mara L. Ransom of the Division of Corporation Finance. A copy of your correspondence is attached. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Each defined term in this letter has the same meaning as in your May 26, 2004 correspondence, unless we indicate otherwise.
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