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) December 20, 2012
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 10022
(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:
¨ 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 9.01Financial Statements and Exhibits.
| (d) | Exhibits: | |
| | | |
| | Exhibit No. | Description |
| | | |
| | 1.1 | Global Selling Agency Agreement, dated December 20, 2012, among Citigroup Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner and Smith Inc., UBS Financial Services Inc. and Wells Fargo Securities, LLC relating to the issue and sale by Citigroup Inc. of its Medium-Term Senior Notes, Series H. |
| | | |
| | 4.1 | Senior Debt Indenture, dated as of June 1, 2005, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4(b) to the registration statement on Form S-3 filed on March 13, 2006 (No. 333-132370-01). |
| | | |
| | 4.2 | Second Supplemental Indenture, dated as of December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A, under the Indenture, dated as of June 1, 2005. |
| | | |
| | 4.3 | First Amendment to the Warrant Agreement, dated December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and U.S. Bank National Association, as warrant agent under the Warrant Agreement, dated as of November 22, 2006. |
| | | |
| | 4.4 | First Supplement to the Guarantee Agreements (as defined therein), dated December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and U.S. Bank National Association, as trustee under the Guarantee Agreements. |
| | | |
| | 4.5 | Sixth Supplemental Indenture, dated as of December 20, 2012, between Citigroup Inc. and The Bank of New York Mellon, as trustee under the Indenture, dated as of March 15, 1987. |
| | | |
| | 4.6 | Form of Citigroup Inc. Medium-Term Senior Note, Series H. |
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: December 21, 2012 | CITIGROUP INC. |
| | |
| | By: | /s/ Michael J. Tarpley |
| | | Michael J. Tarpley
Assistant Secretary |
EXHIBIT INDEX
| | | |
| | Exhibit No. | Description |
| | | |
| | 1.1 | Global Selling Agency Agreement, dated December 20, 2012, among Citigroup Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner and Smith Inc., UBS Financial Services Inc. and Wells Fargo Securities, LLC relating to the issue and sale by Citigroup Inc. of its Medium-Term Senior Notes, Series H. |
| | | |
| | 4.1 | Senior Debt Indenture, dated as of June 1, 2005, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4(b) to the registration statement on Form S-3 filed on March 13, 2006 (No. 333-132370-01). |
| | | |
| | 4.2 | Second Supplemental Indenture, dated as of December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A, under the Indenture, dated as of June 1, 2005. |
| | | |
| | 4.3 | First Amendment to the Warrant Agreement, dated December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and U.S. Bank National Association, as warrant agent under the Warrant Agreement, dated as of November 22, 2006. |
| | | |
| | 4.4 | First Supplement to the Guarantee Agreements (as defined therein), dated December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and U.S. Bank National Association, as trustee under the Guarantee Agreements. |
| | | |
| | 4.5 | Sixth Supplemental Indenture, dated as of December 20, 2012, between Citigroup Inc. and The Bank of New York Mellon, as trustee under the Indenture, dated as of March 15, 1987. |
| | | |
| | 4.6 | Form of Citigroup Inc. Medium-Term Senior Note, Series H. |
