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) June 28, 2007
Citigroup Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 1-9924 | | 52-1568099 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
399 Park Avenue, New York, New York | | 10043 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 559-1000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
CITIGROUP INC.
Current Report on Form 8-K
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | | Description |
| | | |
| 1.01 | | Underwriting Agreement, dated June 22, 2007, among the Company, Citigroup Capital XVIII and the underwriters named therein, relating to the offer and sale of Citigroup Capital XVIII's 6.829% Fixed Rate/Floating Rate Enhanced Capital Securities due 2067. |
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| 4.01 | | Amended and Restated Declaration of Trust for Enhanced Capital Securities of Citigroup Capital XVIII. |
| | | |
| 4.02 | | Capital Replacement Covenant by the Company, dated as of June 28, 2007, relating to the Enhanced Capital Securities due 2067. |
| | | |
| 4.03 | | Indenture, dated June 28, 2007, between the Company and The Bank of New York. |
| | | |
| 99.1 | | Opinion regarding certain tax matters. |
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: July 2, 2007 | CITIGROUP INC. |
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| By: | /s/ Charles E. Wainhouse |
| |
Charles E. Wainhouse |
| | Assistant Treasurer |
EXHIBIT INDEX
| | Description |
| | | |
| 1.01 | | Underwriting Agreement, dated June 22, 2007, among the Company, Citigroup Capital XVIII and the underwriters named therein, relating to the offer and sale of Citigroup Capital XVIII's 6.829% Fixed Rate/Floating Rate Enhanced Capital Securities due 2067. |
| | | |
| 4.01 | | Amended and Restated Declaration of Trust for Enhanced Capital Securities of Citigroup Capital XVIII. |
| | | |
| 4.02 | | Capital Replacement Covenant by the Company, dated as of June 28, 2007, relating to the Enhanced Capital Securities due 2067. |
| | | |
| 4.03 | | Indenture, dated June 28, 2007, between the Company and The Bank of New York. |
| | | |
| 99.1 | | Opinion regarding certain tax matters. |
