U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 1, 2004
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Citigroup Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9924 52-1568099
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
399 Park Avenue, New York, New York 10043
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(Address of principal executive offices) (Zip Code)
(212) 559-1000
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(Registrant's telephone number, including area code)
Citigroup Inc.
Current Report on Form 8-K
ITEM 5. OTHER EVENTS.
On April 1, 2004, Citigroup Inc. announced that the Board of Directors of
Citigroup adopted a resolution designating the chair of the Board's Nomination
and Governance Committee as the Board's lead director. The Board also approved
certain amendments to Citigroup's By-laws relating to the designation of the
lead director.
A press release announcing the newly-adopted resolution was issued on April 1,
2004, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and which
is incorporated herein by reference in its entirety. A copy of Citigroup's
By-Laws, amended as of April 1, 2004, is being filed as Exhibit 3.1 to this Form
8-K and is incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit Number
3.1 By-laws of Citigroup Inc., amended as of April 1, 2004.
99.1 Press Release, dated April 1, 2004, issued by Citigroup Inc.
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: April 2, 2004 CITIGROUP INC.
By: /s/ Michael S. Helfer
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Name: Michael S. Helfer
Title: General Counsel and
Corporate Secretary
EXHIBIT INDEX
Exhibit Number
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3.1 By-laws of Citigroup Inc., amended as of April 1, 2004.
99.1 Press Release, dated April 1, 2004, issued by Citigroup Inc.