Filed pursuant to
Rule 424(b)(5)
Registration No. 33-64574
CITICORP
U.S. $3,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated October 6, 1994
(To Prospectus Supplement, dated July 25, 1994,
to Prospectus, dated July 25, 1994)
DESCRIPTION OF NOTES
The description of the Yen Notes set forth in this Pricing Supplement
supplements the description of general terms and provisions of Citicorp's
Global Medium-Term Senior Notes, Series D, set forth in the accompanying
Prospectus and Prospectus Supplement. To the extent any statement herein
differs from a statement made in such accompanying Prospectus or Prospectus
Supplement, such statement shall modify or supersede the statement made in
such Prospectus or Prospectus Supplement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the accompanying Prospectus or Prospectus Supplement.
For a description of certain risks associated with the Yen Notes, see
"FOREIGN CURRENCY RISKS" in the accompanying Prospectus Supplement.
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SUMMARY OF TERMS:
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Title of Notes: 4% Yen Notes Due January 26, 1998
(the "Yen Notes")
Aggregate Principal Amount: Yen 15,000,000,000 (U.S. $ equivalent: $150,632,657)
Price to Public: 100%
Specified Currency: Japanese Yen
Issue Date: October 25, 1994
Stated Maturity: January 26, 1998
Interest Rate: 4.00%. Interest on the Yen Notes
will be computed on the basis of a
360-day year of twelve 30-day months.
Interest Commencement Date: October 25, 1994
Interest Payment Dates: January 25, 1995, January 25, 1996, January 25, 1997
and January 26, 1998, provided that if an Interest
Payment Date is not a Business Day in New York, New
York and Tokyo, Japan, then payment of interest will
not be made on such date, but will be made on the next
succeeding day which is a Business Day in New York,
New York and Tokyo, Japan with the same force and
effect as if made on the Interest Payment Date and no
interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date.
Form and Denominations: The Yen Notes will initially be issued in the form of one or
more temporary global Notes. Interests in the temporary global
Notes will be exchangeable at the option of the beneficial
owners commencing 45 days after the Settlement Date, on the
terms and conditions described in the Prospectus Supplement
under "DESCRIPTION OF NOTES -- Form and
Denominations," for interests in permanent global Notes or
definitive Notes in bearer form in denominations of Yen
10,000,000 and any integral multiple of Yen 1,000,000 in excess
thereof.
Redemption: The Yen Notes may not be redeemed at the option of Citicorp
prior to their Stated Maturity, except as set forth under the
heading "DESCRIPTION OF NOTES -- Redemption and
Sinking Funds" in the accompanying Prospectus Supplement.
The Yen Notes are not subject to redemption at the option of
the Holder thereof.
Sinking Fund: The Yen Notes are not subject to any sinking fund.
Exchange Listing: The Yen Notes will not be listed on the Luxembourg Stock
Exchange or any other exchange.
Selling Agent: Merrill Lynch International Limited
Discount: 0.25%
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In this Pricing Supplement references to "Yen" and "(Yen symbol)" are to
Japanese Yen. At approximately 8:00 a.m. Tokyo time on October 6, 1994,
the bid quotation from Citibank, N.A., Tokyo branch was 99.58 Yen per
United States dollar.
PAYMENT AND PAYING AGENTS
Generally, the principal of and interest on the Yen Notes will be payable
in the manner specified in the accompanying Prospectus under the heading
"DESCRIPTION OF NOTES -- Payment and Paying Agents" and the accompanying
Prospectus Supplement under the headings "DESCRIPTION OF NOTES -- Payment and
Paying Agents" and "SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES --
Payment".
In addition to Citibank, acting through its principal office in London,
England, and Citibank (Luxembourg) S.A., acting through its principal office
in Luxembourg, Citicorp has designated Citibank, acting through its main
office in Tokyo, Japan as Paying Agent for the Yen Notes outside the United
States. Citicorp will, as long as any Yen Notes remain outstanding, maintain
a paying agency in Tokyo. In addition to London and Luxembourg, Tokyo will
constitute a Place of Payment with respect to the Notes.
The principal of and interest on the Yen Notes will be payable in Yen.
Payments will be made by Yen check or Yen bank draft on a bank (in the case
of payment to a nonresident of Japan, an authorized foreign exchange bank) in
Tokyo, Japan or by transfer in same day funds to a Yen account (in the case of
payment to a nonresident of Japan, to a nonresident account) maintained by the
payee with a bank in Tokyo, Japan, subject in each case to all applicable laws
and regulations.
SELLING RESTRICTIONS
The Yen Notes have not been and will not be registered under the Securities
and Exchange Law of Japan. The Selling Agent has represented and agreed that
it has not offered and sold and will not offer or sell, directly or indirectly,
any Yen Notes in Japan to or for the benefit of any Japanese person (which term
as used herein means any person resident in Japan, including any corporation or
other entity organized under the laws of Japan) or to others for reoffering or
resale, directly or indirectly, in Japan or to any Japanese person prior to the
date which is 90 days after the issue date of the Yen Notes and that thereafter
it will offer or sell the Yen Notes in Japan or to a Japanese person only under
circumstances which will result in compliance with applicable laws and
regulations of Japan.
The Yen Notes may not be offered or sold in the United Kingdom, by means of
any document, other than to persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent (except in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Act 1985), and this Pricing Supplement and the accompanying
Prospectus Supplement and Prospectus may only be issued, distributed or passed
on to a person in the United Kingdom who is of a kind described in Article 9(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1988 or is a person to whom these documents may otherwise lawfully be
issued, distributed or passed on.
