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) June 24, 2005 --------------------------- 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: [ ] 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 8.01 OTHER EVENTS. On June 24, 2005, Citigroup Inc. issued a press release announcing that it has signed a definitive agreement under which Citigroup will sell substantially all of its Asset Management business in exchange for the broker-dealer business of Legg Mason, Inc., approximately $1.5 billion of Legg Mason's common and convertible preferred shares, and approximately $550 million in the form of a five-year loan facility provided by Citigroup Corporate and Investment Banking. A copy of the above-referenced press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number -------------- 99.1 Press Release, dated June 24, 2005, 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: June 24, 2005 CITIGROUP INC. By: /s/ John R. Dye ----------------------- Name: John R. Dye Title: Assistant Secretary EXHIBIT INDEX Exhibit Number -------------- 99.1 Press Release, dated June 24, 2005, issued by Citigroup Inc.