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C > SEC Filings for C > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for CITIGROUP INC

Form 8-K for CITIGROUP INC


29-Oct-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statemen


Item 5.03 Amendments 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 9.01 Financial 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


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