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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) February 1, 2016
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.) |
388 Greenwich Street, New York, New York 10013
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On February 1, 2016, 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, 6.300% Noncumulative Preferred Stock, Series S. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated January 26, 2016, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S, of Citigroup Inc. | |
| 3.1 | Certificate of Designations of 6.300% Fixed Rate Noncumulative Preferred Stock, Series S, of Citigroup Inc. | |
| 4.1 | Deposit Agreement, dated February 2, 2016 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, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 6.300% Noncumulative Preferred Stock, Series S of Citigroup Inc. | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
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 February 2, 2016 | CITIGROUP INC. | |||||
| By: | /s/ Barbara Politi | |||||
| Name: | Barbara Politi | |||||
| Title: | Assistant Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated January 26, 2016, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S, of Citigroup Inc. | |
| 3.1 | Certificate of Designations of 6.300% Noncumulative Preferred Stock, Series S, of Citigroup Inc. | |
| 4.1 | Deposit Agreement, dated February 2, 2016 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, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 6.300% Noncumulative Preferred Stock, Series S of Citigroup Inc. | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |