UNITED STATES
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) October 16, 2007
Citigroup Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 1-9924 | | 52-1568099 |
| (State or other | | (Commission | | (IRS Employer |
| jurisdiction of | | File Number) | | Identification No.) |
| incorporation) | | | | |
| 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On October 16, 2007, the Board of Directors of Citigroup Inc. amended Article III, Section 6 of Citigroup’s By-laws relating to special meetings of stockholders, effective October 16, 2007.
Section 6 was amended to provide that a special meeting of stockholders shall be called by the Secretary, subject to certain conditions under subsection (b) thereof, upon the written request of the record holders of at least twenty-five percent of the outstanding common stock of the Company.
A copy of Citigroup’s By-laws is being filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number
| 3.1 | By-laws of Citigroup Inc., as amended effective October 16, 2007. |
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: October 19, 2007 | CITIGROUP INC. |
|
|
|
| | By: | /s/ Michael S. Helfer |
| |
Name: Michael S. Helfer |
| | Title: General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit Number
| 3.1 | By-laws of Citigroup Inc., as amended effective October 16, 2007. |
