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 30, 2006
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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Description
- ----------- -----------
1.01 Underwriting Agreement, dated June 26, 2006, among Citigroup Inc.
(the "Company"), Citigroup Capital XIV and the underwriters named
therein, relating to the offer and sale of Citigroup Capital XIV's
6.875% Enhanced Capital Securities due 2066.
4.01 Indenture, dated June 30, 2006, between the Company and JPMorgan
Chase Bank, N.A.
4.02 Amended and Restated Declaration of Trust for Enhanced Capital
Securities for Citigroup Capital XIV.
4.03 Capital Replacement Covenant by the Company, dated as of June 30,
2006, relating to the Enhanced Capital Securities due 2066.
99.01 Opinion regarding certain tax matters.
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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 30, 2006 CITIGROUP INC.
By: /s/ Charles E. Wainhouse
------------------------------------
Charles E. Wainhouse
Assistant Treasurer
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EXHIBIT INDEX
Exhibit
Number
- -------
1.01 Underwriting Agreement, dated June 26, 2006, among the Company,
Citigroup Capital XIV and the underwriters named therein, relating to
the offer and sale of Citigroup Capital XIV's 6.875% Enhanced Capital
Securities due 2066.
4.01 Indenture, dated June 30, 2006, between the Company and JPMorgan Chase
Bank, N.A.
4.02 Amended and Restated Declaration of Trust for Enhanced Capital
Securities for Citigroup Capital XIV.
4.03 Capital Replacement Covenant by the Company, dated as of June 30,
2006, relating to the Enhanced Capital Securities due 2066.
99.01 Opinion regarding certain tax matters.
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