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C > SEC Filings for C > Form 8-K on 26-Mar-2013All Recent SEC Filings

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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 March 25, 2013, 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, 5.80% Noncumulative Preferred Stock, Series C. 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:

  No.                                     Description

  1.1        Underwriting Agreement, dated March 19, 2013, among Citigroup Inc. and
             the underwriters named therein, relating to the offer and sale of
             Depositary Shares each representing a 1/1000th interest in a share of
             5.80% Noncumulative Preferred Stock, Series C, of Citigroup Inc.

  3.1        Certificate of Designations of 5.80% Noncumulative Preferred Stock,
             Series C, of Citigroup Inc.

  4.1        Deposit Agreement, dated March 26, 2013 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 5.80%
             Noncumulative Preferred Stock, Series C.

  5.1        Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

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