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 26, 2012
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 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On October 26, 2012, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.
A copy of the Certificate of Designations is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits: |
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated October 22, 2012, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, of Citigroup Inc. | |
| 3.1 | Certificate of Designations of 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, of Citigroup Inc. | |
| 4.1 | Deposit Agreement, dated October 29, 2012 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, and all holders from time to time of Receipts, Depositary Shares and the related 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A. | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
2
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: October 29, 2012 | ||||||
| By: | /s/ Michael J. Tarpley | |||||
| Michael J. Tarpley | ||||||
| Assistant Secretary | ||||||
3
EXHIBIT INDEX
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated October 22, 2012, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, of Citigroup Inc. | |
| 3.1 | Certificate of Designations of 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, of Citigroup Inc. | |
| 4.1 | Deposit Agreement, dated October 29, 2012 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, and all holders from time to time of Receipts, Depositary Shares and the related 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A. | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
4