8-K 1 y72146e8vk.htm FORM 8-K FORM 8-K
 
 
U.S. 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) October 26, 2008
Citigroup Inc.
(Exact name of Registrant as specified in its charter)
         
Delaware   1-9924   52-1568099
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
399 Park Avenue, New York,    
New York    
(Address of principal executive   10043
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On October 26, 2008, Citigroup Inc. (“Citigroup”), one of the initial nine institutions participating in the U.S. Department of the Treasury’s previously announced TARP Capital Purchase Program, signed an agreement to issue to the Treasury $25 billion of its perpetual preferred stock and a warrant to purchase common stock. The transaction settled on October 28, 2008.
     All of the proceeds will be treated as Tier 1 capital for regulatory purposes. Taking this issuance into account, on a pro forma basis, at September 30, 2008, Citigroup’s Tier One capital ratio would have been approximately 10.4%.
      The Securities Purchase Agreement and the preferred stock contain limitations on certain actions by Citigroup, including but not limited to payments of dividends, redemptions and acquisitions of equity securities, and compensation of senior executive officers. You should refer to the documents incorporated herein by reference for a complete description of these limitations.
      On October 27, 2008, Citigroup filed a Certificate of Designations establishing the designation, powers, preferences and rights of the shares of a new series of Citigroup fixed rate cumulative perpetual preferred stock, Series H. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation and was effective immediately upon filing.
     The Certificate of Designations for the preferred stock is being filed as Exhibit 3.1 to this Form 8-K, the Warrant is being filed as Exhibit 4.1 to this Form 8-K, the Letter Agreement is being filed as Exhibit 10.1 to this Form 8-K, the Securities Purchase Agreement Standard Terms are being filed as Exhibit 10.2 to this Form 8-K, and a summary of the terms of the preferred stock and the warrant is being filed as Exhibit 99.1 to this Form 8-K. These documents are incorporated herein by reference in their entirety.
Item 9.01  Financial Statements and Exhibits.
 (d)  Exhibits.
 
     
Exhibit Number    
3.1
  Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series H
 
    
4.1
  Warrant
 
10.1
  Letter Agreement
 
    
10.2
  Securities Purchase Agreement Standard Terms
 
    
99.1
  Perpetual Preferred Placement Terms and Warrant Placement Terms
 
    

 

 

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.
         
    CITIGROUP INC.
 		  
Dated: October 30, 2008  By:   /s/ Michael S. Helfer    
    Name:   Michael S. Helfer   
    Title:   General Counsel and Corporate Secretary   

2

 

EXHIBIT INDEX
     
Exhibit Number    
3.1
  Certificate of Designations of Fixed Rate Cumulative Perpetual Prefered Stock, Series H
 
    
4.1
  Warrant
 
10.1
  Letter Agreement, dated October 26, 2008, among Citigroup and the U.S. Department of the Treasury
 
    
10.2
  Securities Purchase Agreement Standard Terms
 
    
99.1
  Perpetual Preferred Placement Terms and Warrant Placement Terms