8-K 1 y22968e8vk.txt FORM 8-K 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.
2 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 3 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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