SEC Info - Citigroup Investments Inc., et al. - ‘5’ for 12/31/04 re: Foster Wheeler AG

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
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hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER LTD [ FWHLF.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/04

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, $1.00 par value	9/27/04		S4	30,135	D	$0.48	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	9/27/04		S4	19,865	D	$0.48	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	9/27/04		S4	100,000	D	$0.5	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	9/28/04		S4	211,000	D	$0.48	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	9/29/04		S4	75,000	D	$0.47	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	9/30/04		S4	150,000	D	$0.4717	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	10/6/04		S4	225,000	D	$0.47	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $1.00 par value	10/8/04		S4	50,000	D	$0.475	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Common Shares, $0.01 par value ⁽⁴⁾	12/1/04		C4	4,546,685	A	⁽⁵⁾	4,917,919 ⁽¹⁾	I	By Subsidiary ⁽²⁾
Series B Convertible Preferred Shares, $1.00 par value	9/28/04		S4	243	D	$572	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $1.00 par value	9/28/04		S4	75	D	$572	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $1.00 par value	9/29/04		S4	257	D	$577.058	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $1.00 par value	10/6/04		S4	100	D	$585	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $1.00 par value	10/7/04		S4	500	D	$585	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $1.00 par value	10/8/04		S4	250	D	$591.5	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Shares, $0.01 par value ⁽⁴⁾	⁽⁴⁾	11/29/04 ⁽⁴⁾		4J ⁽⁴⁾	73,140		11/29/04	⁽⁷⁾	Common Shares, $0.01 par value	4,754,100	73,140	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾
Series B Convertible Preferred Shares, $0.01 par value ⁽⁴⁾	⁽⁵⁾	12/1/04		4C		69,949	11/29/04	⁽⁷⁾	Common Shares, $0.01 par value	4,546,685	69,949	3,191 ⁽⁶⁾	I	By Subsidiary ⁽²⁾ ⁽³⁾

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP GLOBAL MARKETS HOLDINGS INC

(Last)

(First)

(Middle)

388 GREENWICH STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP FINANCIAL PRODUCTS INC

(Last)

(First)

(Middle)

388 GREENWICH STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP GLOBAL MARKETS INC

(Last)

(First)

(Middle)

388 GREENWICH STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP INVESTMENTS INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tribeca Global Management LLC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

Explanation of Responses:

(1) The Common Shares ("Common") reported in Table I represent 4,917,919 Common directly beneficially owned by Citigroup Global Markets Inc ("CGM") at the end of Foster Wheeler Ltd.'s ("the Issuer") fiscal year. The sales reported in Table I represent sales effected by Tribeca Global Management LLC ("Tribeca").

(2) Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGM. Citigroup Global Markets Holdings Inc. ("CGM Holdings") is the sole stockholder of CFP. Citigroup Inc. ("Citigroup") is the sole stockholder of CGM Holdings. CFP, CGM Holdings and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.

(3) Citigroup Investments Inc. ("CII") is the sole member of Tribeca. Citigroup is the sole stockholder of CII. CII and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

(4) On November 29, 2004, the Issuer's shareholders approved a series of proposals which included (i) increasing the number of Common authorized for issuance from 160,000,000 to 1,475,908,957 Common, (ii) reducing the par value of the Common and the Series B Convertible Preferred Shares ("Preferred") from $1.00 to $0.01 per share and (iii) a 1-for-20 Common consolidation. As a result of such actions, (a) the 73,140 Preferred held by the Reporting Persons became optionally convertible into 4,754,100 Common, (b) the Preferred ceased to have voting rights, except in limited circumstances as required under Bermuda law and the Company's by-laws and (c) the Class A Warrants and the Class B Warrants became exercisable into Common in accordance with their terms on or after September 24, 2005.

(5) The Reporting Persons converted 69,949 Preferred on December 1, 2004 at a conversion rate of 1 share of Preferred for 65 Common, resulting in an acquisition of 4,546,685 Common.

(6) The Preferred reported in Table I and Table II represent (i) 3,187 Preferred directly beneficially owned by Tribeca and (ii) 4 Preferred directly beneficially owned by CGM at the end of the Issuer's fiscal year. The Preferred reported in Table I represent securities held prior to November 29, 2004, the date on which the Preferred became optionally convertible into Common. See Note 4 above.

(7) There is no expiration date on the right to convert the Preferred into Common.

	Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary	1/7/05
	Citigroup Global Markets Holdings Inc., By: /s/ Serena D. Moe, Assistant Secretary	1/7/05
	Citigroup Financial Products, By: /s/ Serena D. Moe, Assistant Secretary	1/7/05
	Citigroup Global Markets Inc., By: /s/ Serena D. Moe, Assistant Secretary	1/7/05
	Citigroup Investments Inc., By: /s/ Millie Kim, Secretary	1/7/05
	Tribeca Global Management LLC, By: /s/ Andrew E. Feldman, Assistant Secretary	1/7/05
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
C	Conversion of derivative security.
J	Other acquisition or disposition.
S	Open market or private sale of non-derivative or derivative security.
4	A Form 4 Transaction.

Citigroup Investments Inc., et al. – ‘5’ for 12/31/04 re: Foster Wheeler AG

On: Friday, 1/7/05, at 4:58pm ET · For: 12/31/04 · As: 10% Owner · Accession #: 1181431-5-2105 · File #: 1-31305

Previous ‘5’: ‘5’ on 6/14/04 for 12/31/04 · Next & Latest: ‘5/A’ on 6/21/05 for 12/31/04

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
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Citigroup Investments Inc., et al. – ‘5’ for 12/31/04 re: Foster Wheeler AG

On: Friday, 1/7/05, at 4:58pm ET · For: 12/31/04 · As: 10% Owner · Accession #: 1181431-5-2105 · File #: 1-31305

Previous ‘5’: ‘5’ on 6/14/04 for 12/31/04 · Next & Latest: ‘5/A’ on 6/21/05 for 12/31/04

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents