U.S. 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)November 26, 2012
Citigroup Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction
of incorporation) | 1-9924 (Commission
File Number) | 52-1568099 (IRS Employer
Identification No.) |
399 Park Avenue, New York, New York (Address of principal executive offices) | 10022 (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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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
Citigroup Inc. (the “Registrant”) and Citigroup Funding Inc. have filed a Registration Statement on Form S-3 (File Nos. 333-172554 and 333-172554-01) (the “Registration Statement”) under the Securities Act of 1933, as amended, registering, among other securities, Medium-Term Notes, Series D (the “Notes”) of Citigroup Funding Inc. and the guarantees thereof by the Registrant that may be offered from time to time. Exhibits are filed herewith and incorporated by reference into the Registration Statement in connection with the issuance by Citigroup Funding Inc. of $3,767,000 aggregate principal amount of Strategic Market Access Notes Based Upon a Basket of Energy-Related Master Limited Partnerships Due November 25, 2014, and the related guarantee by the Registrant, pursuant to the Registration Statement.
(d) Exhibits.
Exhibit Number | |
| | |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP |
| | |
| 8.1 | Tax Opinion of Cleary Gottlieb Steen & Hamilton LLP |
| | |
| 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibits 5.1 and 8.1) |
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.
| | | CITIGROUP INC. |
| | | | |
| Dated: November 26, 2012 | | | |
| | | | |
| | | By: | /s/ Michael J. Tarpley |
| | | | Name: Michael J. Tarpley |
| | | | Title: Assistant Secretary |
| | | |
EXHIBIT INDEX
| Exhibit Number | |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP |
| | |
| 8.1 | Tax Opinion of Cleary Gottlieb Steen & Hamilton LLP |
| | |
| 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibits 5.1 and 8.1) |
