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C > SEC Filings for C > Form 8-K on 30-Apr-2014All Recent SEC Filings

Show all filings for CITIGROUP INC

Form 8-K for CITIGROUP INC


30-Apr-2014

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 April 29, 2014, 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% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M. 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 April 23, 2014, 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
             6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock,
             Series M, of Citigroup Inc.

3.1          Certificate of Designations of 6.300% Fixed Rate / Floating Rate
             Noncumulative Preferred Stock, Series M, of Citigroup Inc.

4.1          Deposit Agreement, dated April 30, 2014 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 6.300% Fixed
             Rate / Floating Rate Noncumulative Preferred Stock, Series M.

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


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