<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-64574
SUBJECT TO COMPLETION, DATED MAY 2, 1994
PROSPECTUS SUPPLEMENT
- ---------------------
(TO PROSPECTUS DATED MAY 2, 1994)
7,000,000 DEPOSITARY SHARES
CITICORP LOGO
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 18
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Each of the 7,000,000 Depositary Shares offered hereby (the "Depositary
Shares") represents a one-tenth ownership interest in a share of Adjustable
Rate Cumulative Preferred Stock, Series 18, $250 liquidation preference per
share (the "Series 18 Preferred Stock"), deposited with the Depositary (as
defined herein) and, through the Depositary, entitles the holder to all
proportional rights and preferences of the Series 18 Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights). The Depositary Shares are evidenced by the Depositary Receipts (as
defined herein). See "Description of Depositary Shares."
Dividends on the Series 18 Preferred Stock are cumulative from the date of
original issue and are payable quarterly on February 28, May 31, August 31 and
November 30 of each year, commencing August 31, 1994. The dividend rate for the
initial dividend period from May , 1994 to August 31, 1994 will be % per
annum, equivalent to $ per Depositary Share. Thereafter, the dividend rate
on the Series 18 Preferred Stock will be the Applicable Rate from time to time
in effect. The Applicable Rate for any dividend period will be equal to % of
the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate (each as defined herein), as determined
in advance of such dividend period. The Applicable Rate for any dividend period
will not be less than % per annum nor greater than % per annum. See
"Description of Series 18 Preferred Stock --Dividends."
The Series 18 Preferred Stock is redeemable at any time on and after ,
1999 at the option of Citicorp, in whole or in part, at $250 per share
(equivalent to $25 per Depositary Share), plus accrued and unpaid dividends
(whether or not declared) to the date fixed for redemption. For a description
of the rights and preferences of the Series 18 Preferred Stock, see
"Description of Series 18 Preferred Stock."
Application will be made to list the Depositary Shares on the New York Stock
Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2)(3) CITICORP (1)(3)(4)
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<S> <C> <C> <C>
Per Depositary Share ............ $ $ $
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Total............................ $ $ $
</TABLE>
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(1) Plus accrued dividends, if any, from May , 1994 to the date of delivery.
(2) Citicorp has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(3) The applicable underwriting discount for sales of 40,000 or more Depositary
Shares to any single purchaser will be $ per Depositary Share. To the
extent of such sales, the actual total underwriting discount will be less, and
the actual total proceeds to Citicorp will be greater, than the amounts shown
in the table.
(4) Before deducting expenses payable by Citicorp estimated at $ .
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The Depositary Shares are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them and subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the Depositary Receipts evidencing the Depositary Shares will be
made in New York, New York on or about May , 1994.
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MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
KIDDER, PEABODY & CO.
INCORPORATED
LEHMAN BROTHERS
MORGAN STANLEY & CO.
INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
SMITH BARNEY SHEARSON INC.
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The date of this Prospectus Supplement is May , 1994.
THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE INFORMATION CONTAINED HEREIN
ARE SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE PROSPECTUS SUPPLEMENT IS
DELIVERED IN FINAL FORM. UNDER NO CIRCUMSTANCES SHALL THIS PRELIMINARY
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF SUCH JURISDICTION.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.
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<PAGE>
CITICORP
Citicorp is a holding company incorporated under the laws of Delaware on
December 4, 1967, whose principal subsidiary is Citibank, N.A. ("Citibank").
The principal office of Citicorp is located at 399 Park Avenue, New York, New
York 10043; its telephone number is (212) 559-1000.
Through its subsidiaries and affiliates, including Citibank, Citicorp is a
global financial services organization serving the financial needs of
individuals, businesses, governments and financial institutions in the United
States and throughout the world. For further information concerning Citicorp,
see "Citicorp" in the Prospectus.
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data for
each of the years in the three-year period ended December 31, 1993 and for the
three months ended March 31, 1994 and March 31, 1993. This summary is qualified
in its entirety by the detailed information and financial statements included
in the documents incorporated by reference; this summary is not covered by the
Report of Independent Auditors incorporated herein by reference. See
"Incorporation of Certain Documents by Reference" in the Prospectus. The
consolidated financial data at and for the three months ended March 31, 1994
and March 31, 1993 is derived from unaudited financial statements. The results
for the three months ended March 31, 1994 are not necessarily indicative of the
results for the full year or any other interim period.
<TABLE>
<CAPTION>
THREE
MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
-------------- --------------------------
1994 1993 1993 1992 1991
------ ------ -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net Interest Revenue................ $2,085 $1,847 $ 7,690 $ 7,456 $ 7,265
Fees, Commissions and Other Revenue. 1,776 2,038 8,385 8,165 7,485
------ ------ -------- -------- --------
Total Revenue.................... $3,861 $3,885 $ 16,075 $ 15,621 $ 14,750
Provision for Credit Losses......... 415 689 2,600 4,146 3,890
Operating Expense................... 2,447 2,526 10,615 10,057 11,097
------ ------ -------- -------- --------
Income (Loss) Before Taxes and
Cumulative Effects of
Accounting Changes................. $ 999 $ 670 $ 2,860 $ 1,418 $ (237)
Income Taxes........................ 390 300 941 696 677
------ ------ -------- -------- --------
Income (Loss) Before Cumulative
Effects of Accounting Changes...... $ 609 $ 370 $ 1,919 $ 722 $ (914)
Cumulative Effects of Accounting (56) 300 300 -- 457
Changes(A)......................... ------ ------ -------- -------- --------
Net Income (Loss)................... $ 553 $ 670 $ 2,219 $ 722 $ (457)
====== ====== ======== ======== ========
Income (Loss) Applicable to Common $ 466 $ 595 $ 1,900 $ 497 $ (649)
Stock.............................. ====== ====== ======== ======== ========
Earnings (Loss) Per Share(B):
On Common and Common Equivalent
Shares:
Income (Loss) Before Cumulative
Effects of Accounting Changes... $ 1.24 $ .71 $ 3.82 $ 1.35 $ (3.22)
Cumulative Effects of Accounting
Changes(A)...................... (.13) .67 .68 -- 1.33
------ ------ -------- -------- --------
Net Income (Loss)................ $ 1.11 $ 1.38 $ 4.50 $ 1.35 $ (1.89)
====== ====== ======== ======== ========
Assuming Full Dilution
Income (Loss) Before Cumulative
Effects of Accounting Changes... $ 1.12 $ .67 $ 3.53 $ 1.35 $ (3.22)
Cumulative Effects of Accounting
Changes(A)...................... (.11) .57 .58 -- 1.33
------ ------ -------- -------- --------
Net Income (Loss)................ $ 1.01 $ 1.24 $ 4.11 $ 1.35 $ (1.89)
====== ====== ======== ======== ========
<CAPTION>
(IN BILLIONS)
<S> <C> <C> <C> <C> <C>
Period-End Balances:
Total Loans, Net................... $132.8 $134.0 $ 134.6 $ 135.9 $ 147.6
Total Assets....................... 241.1 217.2 216.6 213.7 216.9
Total Deposits..................... 153.0 144.1 145.1 144.2 146.5
Preferred Stock.................... 3.9 3.2 3.9 3.2 2.1
Total Stockholders' Equity......... 14.7 11.9 14.0 11.2 9.5
</TABLE>
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(A) Refers to accounting changes for postemployment benefits in 1994, income
taxes in 1993 and venture capital subsidiaries in 1991.
(B) Based on net income (loss) after deducting preferred stock dividends,
except where conversion is assumed, and, unless anti-dilutive, the after-tax
dividend equivalents on shares issuable under Citicorp's Executive Incentive
Compensation Plan.
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<PAGE>
DESCRIPTION OF SERIES 18 PREFERRED STOCK
The following description of the particular terms of the shares of Series 18
Preferred Stock offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of
Preferred Stock set forth in the accompanying Prospectus, to which description
reference is hereby made. Certain terms not defined in this description are
defined in the Prospectus.
GENERAL
The Series 18 Preferred Stock offered hereby is a single series consisting of
700,000 shares. The holders of Series 18 Preferred Stock will have no
preemptive rights. The Series 18 Preferred Stock, upon issuance against full
payment of the purchase price therefor, will be fully paid and nonassessable.
The Series 18 Preferred Stock will, on the date of original issuance, rank on
a parity as to payment of dividends and distribution of assets upon
dissolution, liquidation or winding up of Citicorp with each other outstanding
series of Preferred Stock. See "Description of Preferred Stock" in the
Prospectus. The Series 18 Preferred Stock, together with each other series of
Preferred Stock, will rank prior to the Common Stock of Citicorp as to the
payment of dividends and distribution of assets upon dissolution, liquidation
or winding up of Citicorp.
The Series 18 Preferred Stock will not be convertible into shares of Common
Stock of Citicorp and will not be subject to any sinking fund or other
obligation of Citicorp to repurchase the Series 18 Preferred Stock.
DIVIDENDS
Holders of shares of Series 18 Preferred Stock will be entitled to receive
cumulative cash dividends, as, if and when declared by the Board of Directors
of Citicorp or the Stock Committee out of assets of Citicorp legally available
for payment. The initial dividend for the dividend period commencing on May ,
1994 to August 31, 1994 will be payable at the rate of % per annum,
equivalent to $ per share (and $ per Depositary Share) and will be
payable on August 31, 1994. Thereafter, dividends on the Series 18 Preferred
Stock will be payable quarterly, as, if and when declared by the Board of
Directors of Citicorp, on February 28, May 31, August 31 and November 30 of
each year at the Applicable Rate from time to time in effect. The Applicable
Rate for any dividend period will be equal to % of the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined herein), as determined in advance of
such dividend period. The Applicable Rate for any dividend period will not be
less than % per annum nor greater than % per annum.
If a dividend payment date is not a business day, dividends (if declared) on
the Series 18 Preferred Stock will be paid on the immediately succeeding
business day, without interest. A dividend period with respect to a dividend
payment date is the period commencing on the immediately preceding dividend
payment date and ending on the day immediately prior to the next succeeding
dividend payment date. Each such dividend will be payable to holders of record
as they appear on the stock books of Citicorp on such record dates, not more
than thirty nor less than fifteen days preceding the payment dates thereof, as
shall be fixed by the Board of Directors or the Stock Committee thereof.
If, for any dividend period, full dividends on a cumulative or noncumulative
basis, as the case may be, on any share or shares of Preferred Stock have not
been paid or declared and set apart for payment or Citicorp is in default or in
arrears with respect to any sinking fund or other arrangement for the purchase
or redemption of any shares of Preferred Stock, Citicorp may not declare any
dividends on, or make any
S-4
<PAGE>
payment on account of the purchase, redemption or other retirement of, its
Common Stock or any other stock of Citicorp ranking as to dividends or
distribution of assets junior to the Preferred Stock, other than as described
under "Description of Preferred Stock--Dividends" in the Prospectus.
ADJUSTABLE RATE DIVIDENDS
Except as provided below in this paragraph, the "Applicable Rate" for any
dividend period (other than the initial dividend period) will be equal to %
of the Effective Rate (as defined below), but not less than % per annum, or
more than % per annum. The "Effective Rate" for any dividend period will be
equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate (each as defined below) for
such dividend period. In the event that Citicorp determines in good faith that
for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate cannot be determined for any
dividend period, then the Effective Rate for such dividend period will be
equal to the higher of whichever two of such rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Constant Maturity Rate
or the Thirty Year Constant Maturity Rate can be determined for any
dividend period, then the Effective Rate for such dividend period will be
equal to whichever such rate can be so determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate
or the Thirty Year Constant Maturity Rate can be determined for any
dividend period, then the Effective Rate for the preceding dividend period
will be continued for such dividend period.
Except as described below in this paragraph, the "Treasury Bill Rate" for
each dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant Calendar
Period (as defined below)) for three-month U.S. Treasury bills, as published
weekly by the Federal Reserve Board (as defined below) during the Calendar
Period immediately preceding the last ten calendar days preceding the dividend
period for which the dividend rate on the Series 18 Preferred Stock is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum market discount rate during any such Calendar Period, then the
Treasury Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Citicorp. In the event that a per
annum market discount rate for three-month U.S. Treasury bills is not published
by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Citicorp. In the event that
Citicorp determines in good faith that for any reason no such U.S. Treasury
bill rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the arithmetic average
of the per annum market discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable non-interest-bearing U.S.
Treasury securities with a remaining maturity of not less than 80 nor more than
100 days from the date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if daily quotations are
not generally available) to Citicorp by at least three recognized dealers in
U.S. Government securities selected by Citicorp. In the event
S-5
<PAGE>
that Citicorp determines in good faith that for any reason Citicorp cannot
determine the Treasury Bill Rate for any dividend period as provided above in
this paragraph, the Treasury Bill Rate for such dividend period will be the
arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of not less
than 80 nor more than 100 days, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not generally
available) to Citicorp by at least three recognized dealers in U.S. Government
securities selected by Citicorp.
Except as described below in this paragraph, the "Ten Year Constant Maturity
Rate" for each dividend period will be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields (as defined below) (or the one
weekly per annum Ten Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately preceding the last ten
calendar days preceding the dividend period for which the dividend rate on the
Series 18 Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average Yield
during such Calendar Period, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent weekly
per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by Citicorp. In
the event that a per annum Ten Year Average Yield is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period will be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield is published during
the relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities (as
defined below)) then having remaining maturities of not less than eight nor
more than twelve years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by Citicorp. In the event that Citicorp determines in good faith that
for any reason Citicorp cannot determine the Ten Year Constant Maturity Rate
for any dividend period as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than twelve years from the
date of each such quotation, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not generally
available) to Citicorp by at least three recognized dealers in U.S. Government
securities selected by Citicorp.
Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (as defined below)
(or the one weekly per annum Thirty Year Average Yield, if only one such yield
is published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the dividend period for which the dividend rate on
the Series 18 Preferred Stock is being determined. In the event that the
Federal Reserve Board does not publish such a weekly per annum Thirty Year
Average Yield during such Calendar Period, then the Thirty Year Constant
Maturity Rate for such dividend period will be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (or the one weekly
per annum Thirty Year Average Yield, if only one such yield is published during
the relevant Calendar Period), as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by Citicorp. In the event that a per annum Thirty Year Average Yield
is not published by the Federal Reserve Board or by any Federal Reserve Bank or
by any U.S. Government department or agency during such Calendar Period, then
the Thirty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly
S-6
<PAGE>
per annum average yield to maturity, if only one such yield is published during
the relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) then
having remaining maturities of not less than twenty-eight nor more than thirty
years, as published during such Calendar Period by the Federal Reserve Board
or, if the Federal Reserve Board does not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
Citicorp. In the event that Citicorp determines in good faith that for any
reason Citicorp cannot determine the Thirty Year Constant Maturity Rate for any
dividend period as provided above in this paragraph, then the Thirty Year
Constant Maturity Rate for such dividend period will be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than twenty-eight nor more than thirty years from
the date of each such quotation, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not generally
available) to Citicorp by at least three recognized dealers in U.S. Government
securities selected by Citicorp.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate will each be rounded to the nearest five hundredths
of a percent.
The Applicable Rate with respect to each dividend period (other than the
initial dividend period) will be calculated as promptly as practicable by
Citicorp according to the appropriate method described above. Citicorp will
cause notice of each Applicable Rate to be enclosed with the dividend payment
checks next mailed to the holders of Series 18 Preferred Stock. For as long as
the Depositary (as defined herein) is a holder of Series 18 Preferred Stock,
Citicorp will advise the Depositary of each Applicable Rate promptly after its
determination. It is expected that the holders of Depositary Shares will be
able to determine such Applicable Rate thereafter by telephoning the
Depositary.
As used above, the term "Calendar Period" means a period of fourteen calendar
days; the term "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System; the term "Special Securities" means securities which
can, at the option of the holder, be surrendered at face value in payment of
any Federal estate tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally issued at a deep
or substantial discount; the term "Ten Year Average Yield" means the average
yield to maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of ten years); and the term
"Thirty Year Average Yield" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of thirty years).
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of Citicorp, the holders of shares of Series 18 Preferred Stock are
entitled to receive out of assets of Citicorp available for distribution to
stockholders, before any distribution of assets is made to holders of Common
Stock or of any other shares of stock of Citicorp ranking as to such a
distribution junior to the shares of Series 18 Preferred Stock, a liquidating
distribution, in the amount of $250 per share (equivalent to $25 per Depositary
Share) plus accrued and unpaid dividends (whether or not declared) for the
then-current dividend period and all dividend periods prior thereto. After
payment of such a liquidating distribution, the holders of shares of Series 18
Preferred Stock will not be entitled to any further participation in any
distribution of assets by Citicorp.
REDEMPTION
The Series 18 Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions. Prior to , 1999, the Series 18
Preferred Stock is not redeemable, except under certain
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<PAGE>
limited circumstances as described under "Description of Preferred Stock--
Redemption" in the Prospectus. On or after such date, shares of Series 18
Preferred Stock will be redeemable, in whole or in part, at the option of
Citicorp, at any time and from time to time upon not less than thirty nor more
than sixty days' notice, at $250 per share of Series 18 Preferred Stock
(equivalent to $25 per Depositary Share), plus accrued and unpaid dividends
(whether or not declared) to the date fixed for redemption. Under current
regulations, Citicorp may not exercise its option to redeem shares of Series 18
Preferred Stock without the prior approval of the Federal Reserve Board.
Holders of Series 18 Preferred Stock will have no right to require redemption
of the Series 18 Preferred Stock.
TRANSFER AGENT AND REGISTRAR
Citibank will be the transfer agent, registrar, dividend disbursing agent and
redemption agent for the Series 18 Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Citicorp will issue receipts (the "Depositary Receipts") for Depositary
Shares, each of which will represent a one-tenth interest in a share of Series
18 Preferred Stock. The shares of Series 18 Preferred Stock represented by
Depositary Shares will be deposited under a Deposit Agreement (the "Deposit
Agreement") among Citicorp, Citibank (the "Depositary") and the holders from
time to time of the Depositary Receipts. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fraction of a share of Series 18 Preferred Stock represented by
such Depositary Share, to all the rights and preferences of the Series 18
Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Immediately following the issuance and
delivery of the Series 18 Preferred Stock by Citicorp to the Underwriters as
contemplated herein, the Underwriters will deposit the Series 18 Preferred
Stock with the Depositary, which will then issue the Depositary Shares to the
Underwriters. Copies of the forms of Deposit Agreement and the Depositary
Receipt may be obtained from Citicorp upon request, and the following summary
is qualified in its entirety by reference thereto.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Citicorp, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter and
will be exchangeable for temporary Depositary Receipts at Citicorp's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends and distributions and other
distributions received in respect of the Series 18 Preferred Stock to the
record holders of Depositary Shares in proportion to the number of such
Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
Citicorp, sell such property and distribute the net proceeds from such sale to
such holders.
S-8
<PAGE>
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary (unless the related Depositary Shares have previously been
called for redemption), the holder of the Depositary Shares evidenced thereby
is entitled to delivery of the number of whole shares of the Series 18
Preferred Stock and any money or other property represented by such Depositary
Shares. Holders of Depositary Shares will be entitled to receive whole shares
of the Series 18 Preferred Stock on the basis of one share of Series 18
Preferred Stock for each ten Depositary Shares, but holders of such whole
shares of Series 18 Preferred Stock will not thereafter be entitled to receive
Depositary Shares in exchange therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of Series 18
Preferred Stock to be withdrawn, the Depositary will deliver to such holder at
the same time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If Citicorp redeems the Series 18 Preferred Stock represented by the
Depositary Shares, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of Series 18 Preferred Stock held by the Depositary. The redemption price per
Depositary Share will be equal to one-tenth of the redemption price per share
payable with respect to the Series 18 Preferred Stock. Whenever Citicorp
redeems shares of Series 18 Preferred Stock held by the Depositary, the
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing shares of Series 18 Preferred Stock so redeemed. If less
than all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by lot or pro rata as may be determined by the
Depositary.
VOTING THE SERIES 18 PREFERRED STOCK
Upon receipt of notice of any meeting at which holders of the Series 18
Preferred Stock are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares relating to Series 18 Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date of the Series 18 Preferred Stock) will be entitled to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
Series 18 Preferred Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote the amount of Series
18 Preferred Stock represented by such Depositary Shares in accordance with
such instructions, and Citicorp will agree to take all action which may be
deemed necessary by the Depositary in order to enable the Depositary to do so.
The Depositary will abstain from voting shares of Series 18 Preferred Stock to
the extent it does not receive specific instructions from the holders of
Depositary Shares representing Series 18 Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Citicorp and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority (or, in the case of amendments relating to or affecting rights to
receive dividends or distributions, or voting or redemption rights, two-thirds)
of the Depositary Shares then outstanding. The Deposit Agreement may be
terminated by Citicorp or the Depositary only if (i) all outstanding Depositary
Shares have been redeemed, (ii) there has been a final distribution in respect
of the Series 18 Preferred Stock in connection with any liquidation,
dissolution or winding up of Citicorp and such distribution has been
distributed to the holders of Depositary Receipts, or (iii) upon consent of
holders of Depositary Receipts representing not less than two-thirds of the
Depositary Shares then outstanding.
S-9
<PAGE>
CHARGES OF DEPOSITARY
Citicorp will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Citicorp will
pay charges of the Depositary in connection with the initial deposit of the
Series 18 Preferred Stock and any redemption of the Series 18 Preferred Stock.
Holders of Depositary Receipts will pay transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts. The Depositary may refuse to effect
any transfer of a Depositary Receipt or any withdrawal of shares of Series 18
Preferred Stock evidenced thereby until all such taxes and charges with respect
to such Depositary Receipt or such Series 18 Preferred Stock are paid by the
holder thereof.
MISCELLANEOUS
The Depositary will forward all reports and communications from Citicorp
which are delivered to the Depositary and which Citicorp is required to furnish
to the holders of the Series 18 Preferred Stock.
Neither the Depositary nor Citicorp will be liable if it is prevented or
delayed by law or any circumstances beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Citicorp and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and Citicorp and the Depositary will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Series 18 Preferred Stock unless satisfactory indemnity is
furnished. They may rely on written advice of counsel or accountants, or
information provided by persons presenting Series 18 Preferred Stock for
deposit, holders of Depositary Shares or other persons believed to be competent
and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Citicorp notice of its
election to do so, and Citicorp may at any time remove the Depositary, any such
resignation or removal to take effect upon the appointment of a successor
Depositary, which successor Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
S-10
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), Citicorp has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Kidder, Peabody
& Co. Incorporated, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Prudential Securities Incorporated, Salomon Brothers Inc and Smith Barney
Shearson Inc. are acting as representatives (the "Representatives"), has
severally agreed to purchase the number of Depositary Shares, each representing
a one-tenth interest in a share of Series 18 Preferred Stock, set forth
opposite its name below. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Depositary Shares offered hereby if any of the
Depositary Shares are purchased. In the event of default by an Underwriter, the
Underwriting Agreement provides that, in certain circumstances, the purchase
commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER DEPOSITARY SHARES
----------- -----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Bear, Stearns & Co. Inc. ...............................
Kidder, Peabody & Co. Incorporated......................
Lehman Brothers Inc. ...................................
Morgan Stanley & Co. Incorporated.......................
Prudential Securities Incorporated......................
Salomon Brothers Inc ...................................
Smith Barney Shearson Inc. .............................
---------
Total............................................... 7,000,000
=========
</TABLE>
The Representatives of the Underwriters have advised Citicorp that they
propose initially to offer the Depositary Shares to the public at the public
offering price set forth on the cover page of this Prospectus Supplement, and
to certain dealers at such price less a concession not in excess of $ per
Depositary Share; provided, however, that such concession shall not exceed $
per Depositary Share for sales of 40,000 or more Depositary Shares to any
single purchaser. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of $ per Depositary Share to certain other dealers.
After the initial public offering of the Depositary Shares, the public offering
price, concession and discount may be changed.
S-11
<PAGE>
Citicorp has agreed to indemnify the Underwriters against, or contribute to
payments that the Underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
Any Underwriter may engage in transactions with and perform services for
Citicorp in the ordinary course of business.
LEGAL OPINIONS
The validity of the Series 18 Preferred Stock and the Depositary Shares will
be passed upon for Citicorp by Stephen E. Dietz, as an Associate General
Counsel of Citibank, N.A., and for the Underwriters by Sullivan & Cromwell, New
York, New York. Mr. Dietz owns or has the right to acquire a number of shares
of Common Stock of Citicorp equal to less than .01% of the outstanding Common
Stock of Citicorp.
S-12
<PAGE>
PROSPECTUS
- ----------
CITICORP LOGO
PREFERRED STOCK AND DEPOSITARY SHARES AND WARRANTS TO PURCHASE PREFERRED STOCK
AND DEPOSITARY SHARES
COMMON STOCK AND WARRANTS TO PURCHASE COMMON STOCK
Citicorp from time to time may offer in one or more series shares of its
preferred stock (the "Preferred Stock"), which may be represented by depositary
shares (the "Depositary Shares"), warrants to purchase Preferred Stock or
Depositary Shares (together, "Preferred Warrants"), shares of its common stock,
par value $1.00 per share (the "Common Stock") and warrants to purchase shares
of its Common Stock (the "Common Stock Warrants" which, together with the
Preferred Stock Warrants are herein referred to as the "Securities Warrants").
The Preferred Stock offered hereby may be denominated in any currency or
composite currency, including the European Currency Unit, as shall be
designated by Citicorp. The Preferred Stock, Depositary Shares, Common Stock
and Securities Warrants (collectively, the "Securities") may be offered,
separately or together, in separate series in amounts, at prices and on terms
determined at the time of sale and set forth in an accompanying supplement to
this Prospectus (a "Prospectus Supplement"). Pursuant to the terms of the
Registration Statement of which this Prospectus forms a part, Citicorp may also
issue series of its senior notes or subordinated notes (together, "Notes"),
warrants to purchase separately either of the foregoing, currency warrants and
capital securities under such Registration Statement.
The specific terms of each issuance of Securities offered pursuant to this
Prospectus will be set forth in the applicable Prospectus Supplement, which in
each case will identify the underwriter or underwriters or agent or agents for
the Securities being offered thereby and their compensation, the public
offering or purchase price and any specific terms in connection with the offer
and sale of such series of Securities.
The Prospectus Supplement will also include the following: (a) in the case of
any series of Preferred Stock, the specific designation, the aggregate number
of shares offered, the dividend rate or method of calculation, the dividend
period and dividend payment dates, whether such dividends will be cumulative or
noncumulative, the liquidation preference, the currency, if not the U.S.
dollar, in which dividends and liquidation preference will be denominated,
voting rights, if any, any terms for redemption at the option of the holder or
Citicorp and any applicable conversion provisions, in the event that such
series of Preferred Stock is convertible at the option of the holder thereof or
of Citicorp, into shares of Common Stock; (b) in the case of Securities
Warrants, the number offered, a description of the series of Securities for
which each Securities Warrant is exercisable, the exercise price and the
duration; and (c) in the case of Common Stock, the aggregate number of shares
offered.
The Prospectus Supplement will also contain information, where applicable,
concerning certain United States federal income tax considerations relating to,
and as to any listing on a securities exchange of, the Securities covered by
such Prospectus Supplement.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is May 2, 1994
<PAGE>
THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OBLIGATIONS OF ANY
BANK OR NON-BANK SUBSIDIARY OF CITICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
----------------
The Securities may be offered by Citicorp directly to purchasers, through
agents designated from time to time, through underwriting syndicates led by one
or more managing underwriters or through one or more underwriters acting alone.
If Citicorp, directly or through agents, solicits offers to purchase the
Securities, Citicorp reserves the sole right to accept and, together with its
agents, to reject in whole or in part any proposed purchase of Securities.
Affiliates of Citicorp may from time to time act as agents or underwriters in
connection with the sale of the Securities to the extent permitted by
applicable law.
If any agent of Citicorp, or any underwriter, is involved in the sale of the
Securities offered hereby, the name of such agent or underwriter and any
applicable commissions or discounts will be set forth in, or will be calculable
from, the applicable Prospectus Supplement, and the net proceeds to Citicorp
from such sale will be the purchase price of the Securities less such
commissions or discounts and other attributable issuance and distribution
expenses. Citicorp may also issue Securities to one or more persons in exchange
for outstanding securities of Citicorp acquired by such persons from third
parties in open market transactions or in privately negotiated transactions.
The newly issued Securities in such cases may be offered pursuant to this
Prospectus and the applicable Prospectus Supplement by such persons acting as
principal for their own accounts, at market prices prevailing at the time of
sale, at prices otherwise negotiated or at fixed prices. Unless otherwise
indicated in the applicable Prospectus Supplement, Citicorp will only receive
outstanding securities and will not receive cash proceeds in connection with
such exchanges or resales. See "Plan of Distribution" for possible
indemnification arrangements for agents, underwriters and their controlling
persons.
This Prospectus and related Prospectus Supplement may be used by direct or
indirect wholly-owned subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Securities. Such
subsidiaries may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the time of sale.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement. The delivery of this Prospectus
together with a Prospectus Supplement relating to particular Securities in any
jurisdiction shall not constitute an offer in that jurisdiction of any of the
other Securities covered by this Prospectus.
----------------
2
<PAGE>
AVAILABLE INFORMATION
Citicorp is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and officers, their remuneration, options granted to them, the
principal holders of securities of Citicorp and any material interest of such
persons in transactions with Citicorp is disclosed in proxy statements
distributed to stockholders of Citicorp and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
concerning Citicorp also may be inspected at the offices of the New York Stock
Exchange, the American Stock Exchange, the Midwest Stock Exchange and the
Pacific Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Citicorp are
incorporated as of their respective filing dates in this Prospectus by
reference:
(1) Annual Report and Form 10-K for the fiscal year ended December 31,
1993, filed pursuant to Section 13 of the Exchange Act;
(2) Current Reports on Form 8-K dated January 18, 1994 and April 21,
1994, filed pursuant to Section 13 of the Exchange Act; and
(3) The description of the Common Stock set forth in the Registration
Statement on Form 10 (File No. 1-5738), filed pursuant to Section 12 of the
Exchange Act.
All reports subsequently filed by Citicorp pursuant to Sections 13(a) and (c)
of the Exchange Act and any definitive proxy or information statements filed
pursuant to Section 14 of the Exchange Act in connection with any subsequent
stockholders' meeting and any reports filed pursuant to Section 15(d) of the
Exchange Act prior to the termination of the offering of the Securities offered
hereby shall be incorporated by reference into this Prospectus and be a part
hereof. Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein or in the accompanying
Prospectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not, except as so modified or superseded,
constitute a part of this Prospectus.
Citicorp will provide without charge to each person to whom this Prospectus
is delivered, on the request of any such person, a copy of any and all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Written or telephone requests should be directed to Citicorp,
399 Park Avenue, New York, New York 10043, Attention: Investor Relations
Department, (212) 559-2718.
3
<PAGE>
CITICORP
Citicorp, whose principal subsidiary is Citibank, N.A. ("Citibank"), is a
holding company incorporated under the laws of the state of Delaware on
December 4, 1967. The principal office of Citicorp is located at 399 Park
Avenue, New York, New York 10043; its telephone number is (212) 559-1000.
Through its subsidiaries and affiliates, including Citibank, Citicorp is a
global financial services organization serving the financial needs of
individuals, businesses, governments and financial institutions in the United
States and throughout the world.
HOLDING COMPANY
Citicorp is a legal entity separate and distinct from Citibank and its other
subsidiaries and affiliates. The proceeds of Citicorp debt and equity issuances
are provided to its subsidiaries both as equity investments and advances or are
held in liquid investments. Citicorp derives revenues through interest payments
and dividends on its subsidiary advances and investments and from earnings on
its liquid asset portfolio. These revenues are used to defray Citicorp's
operating expenses, service its debt and pay dividends to holders of its
preferred and common shares.
There are various legal limitations on the extent to which Citicorp's bank
subsidiaries may extend credit, pay dividends or otherwise supply funds to
Citicorp. The approval of the Office of the Comptroller of the Currency is
required if total dividends declared by a national bank in any calendar year
exceed net profits (as defined) for that year combined with its retained net
profits for the preceding two years. In addition, dividends for such a bank may
not be paid in excess of the bank's undivided profits after deducting statutory
bad debts in excess of the bank's allowance for loan losses. State-chartered
bank subsidiaries are subject to dividend limitations imposed by applicable
state law. Citicorp's national and state-chartered bank subsidiaries can
declare dividends to their respective parent companies in 1994, without
regulatory approval, of approximately $2.3 billion, adjusted by the effect of
their net income (or net loss) up to the date of any such dividend declaration.
In determining whether and to what extent to pay dividends, each bank
subsidiary also must consider the effect of dividend payments on applicable
risk-based capital and leverage ratio requirements as well as policy statements
of the federal regulatory agencies that indicate that banking organizations
should generally pay dividends out of current operating earnings. Consistent
with these considerations, Citicorp estimates that its bank subsidiaries can
declare approximately $1.8 billion of the available $2.3 billion, adjusted by
the effect of their net income (or net loss) up to the date of any such
dividend declaration.
Citicorp also derives dividends from its non-bank subsidiaries, including the
holding company that owns many of Citicorp's domestic banks. These subsidiaries
are not subject to regulatory restrictions on their payment of dividends to
Citicorp, except that the approval of the Office of Thrift Supervision may be
required if total dividends declared by a savings association in any calendar
year exceed amounts specified in that agency's regulations. In addition, there
are numerous governmental requirements and regulations that affect the
activities of Citicorp and its bank and non-bank subsidiaries.
Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such
banks. As a result of such policy, Citicorp may be required to commit resources
to its subsidiary banks in circumstances where it might not do so absent such
policy.
Because Citicorp is a holding company, its rights and the rights of its
creditors and stockholders, including the holders of Securities offered hereby,
to participate in the assets of any subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that Citicorp may itself be a creditor with
recognized claims against the subsidiary.
4
<PAGE>
USE OF PROCEEDS
Citicorp intends to apply the net proceeds from the sale of the Securities to
its general funds to be used by its management for corporate purposes,
principally to fund investments in, or extensions of credit to, banking and
non-banking subsidiaries. Except as otherwise described in a Prospectus
Supplement, specific allocations of the proceeds to such purposes will not have
been made at the date of the applicable Prospectus Supplement, although the
management of Citicorp will have determined that funds should be raised at that
time in anticipation of future funding requirements of the subsidiaries. The
precise amount and timing of such investments in and extensions of credit to
the subsidiaries will depend upon their funding requirements and the
availability of other funds to Citicorp and its subsidiaries.
If Securities are issued to one or more persons in exchange for outstanding
securities of Citicorp and are resold by such persons, the accompanying
Prospectus Supplement will set forth the number of shares or the principal
amount of such securities which Citicorp will receive in exchange therefor and,
in the case of debt securities, which will thereupon cease to be outstanding,
the residual cash payment, if any, which Citicorp may receive from such person
or such person may receive from Citicorp, as the case may be, the date from
which Citicorp will pay to such person dividends or interest, if any, accrued
on the securities to the closing date and an estimate of Citicorp's expenses in
respect of the offering of such Securities.
RATIOS OF INCOME TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
For the three months ended March 31, 1994 and the fiscal years ended December
31, 1993, 1992, 1991, 1990 and 1989, Citicorp's consolidated ratios of income
to fixed charges and preferred stock dividends, computed as set forth below,
were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
THREE MONTHS
ENDED
MARCH 31,
1994 1993 1992 1991 1990 1989
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Income to Fixed Charges and Preferred
Stock Dividends:
Excluding Interest on Deposits........ 1.41 1.35 1.16 0.92 1.05 1.10
Including Interest on Deposits........ 1.19 1.14 1.06 0.97 1.02 1.05
</TABLE>
Income for the year ended December 31, 1991 was inadequate to cover fixed
charges and preferred stock dividends by $508 million. For purposes of
computing the consolidated ratio of income to fixed charges and preferred stock
dividends, income represents net income (loss) (before extraordinary item and
cumulative effects of accounting changes) plus income taxes and fixed charges.
Fixed charges and preferred stock dividends, excluding interest on deposits,
represent interest expense (except interest paid on deposits), preferred stock
dividends and the interest factor included in rents. Fixed charges and
preferred stock dividends, including interest on deposits, represent all
interest expense, preferred stock dividends and the interest factor included in
rents.
5
<PAGE>
DESCRIPTION OF PREFERRED STOCK
GENERAL
Citicorp is authorized by its Restated Certificate of Incorporation, as
amended, to issue 50,000,000 shares of preferred stock, without par value,
which may be issued in one or more series with such voting powers, full or
limited, but not to exceed one vote per share, or without voting powers, and
with such designations, preferences and privileges, relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors
and the Stock Committee thereof (the "Stock Committee"). Of such 50,000,000
shares of preferred stock, 20,101,337 shares have been issued and are
outstanding (which number of shares includes shares of preferred stock
authorized for issuance by the Stock Committee and outstanding as described in
the following sentences). Of such 50,000,000 shares of preferred stock, the
Board of Directors has authorized the issuance by the Stock Committee from time
to time of up to 20,000,000 shares of preferred stock in one or more series. Of
such 20,000,000 shares of preferred stock authorized for issuance by the Stock
Committee, 9,650,000 shares have been issued and are outstanding as of the date
hereof.
OUTSTANDING PREFERRED STOCK
Citicorp has outstanding a series of preferred stock designated as Adjustable
Rate Preferred Stock, Second Series, with a liquidation preference of $100 per
share; a series of preferred stock designated as Adjustable Rate Preferred
Stock, Third Series, with a liquidation preference of $100 per share; a series
of preferred stock designated as Price Adjusted Rate Preferred Stock (Preferred
Stock Fourth Series), with a liquidation preference of $100 per share; a series
of preferred stock designated as Adjustable Rate Cumulative Preferred Stock,
Seventh Series, with a liquidation preference of $100 per share; two series of
preferred stock designated as Graduated Rate Cumulative Preferred Stock, Series
8A and 8B, each with a liquidation preference of $100 per share; a series of
preferred stock designated as 9.12% Preferred Stock, Series 9, with a
liquidation preference of $25 per share; a series of convertible preferred
stock designated as Preferred Stock, Series 12, consisting of 5,900 shares with
a liquidation preference of $100,000 per share and which may be converted into
36,875,000 shares of Common Stock at a conversion price of $16 per share; a
series of convertible preferred stock designated as Preferred Stock, Series 13,
consisting of 6,600 shares with a liquidation preference of $100,000 per share
and which may be converted into 36,164,383 shares of Common Stock at a
conversion price of $18.25 per share; a series of preferred stock designated as
9.08% Preferred Stock, Series 14, with a liquidation preference of $250 per
share; a series of preferred stock designated as Conversion Preferred Stock,
Series 15, consisting of 6,408,334 shares, with a liquidation preference of
$177 per share and which, unless redeemed earlier, will be exchanged for shares
of Common Stock on November 30, 1995 at an exchange rate initially equal to
twelve shares of Common Stock for each share of Conversion Preferred Stock,
Series 15, which exchange rate is subject to adjustment; a series of preferred
stock designated as 8.00% Noncumulative Preferred Stock, Series 16, with a
liquidation preference of $250 per share; and a series of preferred stock
designated as 7 1/2% Noncumulative Preferred Stock, Series 17, with a
liquidation preference of $250 per share.
GENERAL TERMS
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain terms of any series of Preferred
Stock offered by any Prospectus Supplement will be described in the Prospectus
Supplement relating to such series of Preferred Stock. If so indicated in the
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
The Stock Committee is authorized to declare dividends payable on the
Preferred Stock and to establish and designate series and to fix the number of
shares and the relative rights, preferences and limitations of the
6
<PAGE>
respective series of Preferred Stock (other than voting rights), all of which
terms and conditions shall be set forth in the Prospectus Supplement
accompanying this Prospectus relating to the particular series of Preferred
Stock offered thereby. The terms of particular series of Preferred Stock may
differ, among other things, in (1) the number of shares to constitute such
series, (2) the dividend rate (or the method of calculation thereof) on the
shares of such series and whether such dividends will be cumulative or
noncumulative, (3) whether or not the shares of the series shall be redeemable
and the terms thereof, (4) the amount per share payable on the shares of the
series in case of liquidation, dissolution or winding up of Citicorp and (5)
the other rights and privileges and any qualifications, limitations or
restrictions of such rights or privileges of such series.
In addition, as described under "Description of Depositary Shares" below,
Citicorp, at its option, may elect to offer depositary shares (the "Depositary
Shares") evidenced by depositary receipts, each representing a fraction (to be
specified in the Prospectus Supplement relating to the particular series of
Preferred Stock) of a share of the particular series of Preferred Stock issued
and deposited with a depositary, in lieu of offering full shares of such series
of Preferred Stock.
Unless stated otherwise in the applicable Prospectus Supplement, when issued,
each series of Preferred Stock will rank on a parity with all the other
outstanding series of preferred stock issued by Citicorp as to payment of
dividends (except with respect to the cumulation thereof) and as to the
distribution of assets upon liquidation, dissolution or winding up. Subject to
the terms of the Preferred Stock to be offered, the remaining shares of
undesignated preferred stock may be issued by Citicorp in one or more series,
at any time or from time to time, with such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as the Board of Directors or any duly
authorized committee thereof (including the Stock Committee) shall determine,
all without further action of the stockholders, including holders of the
Preferred Stock.
Citibank will be the transfer agent, dividend disbursing agent and registrar
for the shares of the Preferred Stock.
Under existing interpretations of the Federal Reserve Board and the Office of
Thrift Supervision, if the holders of the Preferred Stock become entitled to
vote for the election of directors because dividends on the Preferred Stock are
in arrears as described under "Voting Rights" below, Preferred Stock may then
be deemed a "class of voting securities" and a holder of 25% or more of the
Preferred Stock (or a holder of 5% or more of Preferred Stock if such holder
otherwise exercises a "controlling influence" over Citicorp) may then be
subject to regulation as a "bank holding company" in accordance with the Bank
Holding Company Act of 1956, as amended, and as a savings and loan holding
company in accordance with the Home Owners' Loan Act of 1933, as amended. In
addition, at such time, (i) any bank holding company or foreign bank with a
U.S. presence may be required to obtain the approval of the Federal Reserve
Board under the Bank Holding Company Act of 1956, as amended, to acquire or
retain 5% or more of the Preferred Stock and (ii) any person other than a bank
holding company may be required to obtain the approval of the Federal Reserve
Board and the Office of Thrift Supervision under the Change in Bank Control Act
to acquire or retain 10% or more of the Preferred Stock.
The following statements are brief summaries of certain provisions that will
be contained in the Certificate of Designations authorizing the issuance of a
series of Preferred Stock, do not purport to be complete and are qualified in
their entirety by reference to such Certificate of Designations, the form of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part, and by Citicorp's Restated Certificate of Incorporation,
as amended. The resolutions set forth in the Certificate of Designations will
be adopted by the Board of Directors or the Stock Committee prior to the
issuance of a series of Preferred Stock, and such Certificate of Designations
will be filed with the Secretary of State of the State of Delaware as soon
thereafter as reasonably practicable. In the event Citicorp elects to issue
Depositary Shares, each representing a fraction of a share of a particular
series of Preferred Stock, subject to the terms of the Deposit Agreement (as
hereinafter defined), each such Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividends, voting, redemption and
liquidation rights). See "Description of Depositary Shares."
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DIVIDENDS
Holders of shares of the Preferred Stock will be entitled to receive, as, if
and when declared by the Board of Directors or the Stock Committee out of
assets of Citicorp legally available for payment, cash dividends at the rate
set forth in, or calculated in accordance with the formula set forth in, the
Prospectus Supplement. Dividends on the Preferred Stock may be cumulative
("Cumulative Preferred Stock") or noncumulative ("Noncumulative Preferred
Stock") as provided in the Prospectus Supplement. Unless otherwise provided in
the Prospectus Supplement, dividends on the Cumulative Preferred Stock will be
cumulative from the date of original issue of such series and will be payable
quarterly in arrears on the dates specified in the Prospectus Supplement. If
any date so specified as a dividend payment date is not a business day,
dividends (if declared) on the Preferred Stock (unless otherwise provided in
the Prospectus Supplement) will be paid on the immediately succeeding business
day, without interest. A dividend period with respect to a dividend payment
date is the period commencing on the immediately preceding dividend payment
date and ending on the day immediately prior to the next succeeding dividend
payment date. If the Board of Directors or the Stock Committee fails to declare
a dividend on any series of Noncumulative Preferred Stock for any dividend
period, Citicorp shall have no obligation to pay a dividend for such period,
whether or not dividends on such series of Noncumulative Preferred Stock are
declared for any future dividend period. Dividends on the Preferred Stock will
be payable to holders of record as they appear on the stock books of Citicorp
on such record dates, not more than thirty nor less than fifteen days preceding
the payment dates thereof, as shall be fixed by the Board of Directors or the
Stock Committee. No full dividends will be declared or paid or set apart for
payment on the preferred stock of any series ranking, as to dividends, on a
parity with or junior to any other series of Preferred Stock for any period
unless full dividends have been or are contemporaneously declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payment on such series of Preferred Stock for (i) all dividend periods
terminating on or prior to the date of payment of such full cumulative
dividends (in the case of a series of Cumulative Preferred Stock) or (ii) the
immediately preceding dividend period (in the case of a series of Noncumulative
Preferred Stock). When dividends are not paid in full upon such series of
Preferred Stock (whether Cumulative Preferred Stock or Noncumulative Preferred
Stock), and any other preferred stock ranking on a parity as to dividends with
such series of Preferred Stock, all dividends declared upon shares of such
series of Preferred Stock and any other preferred stock ranking on a parity as
to dividends will be declared pro rata so that the amount of dividends declared
per share on such series of Preferred Stock and such other preferred stock will
in all cases bear to each other the same ratio that accrued dividends per share
(which, in the case of Noncumulative Preferred Stock, shall not include any
cumulation in respect of unpaid dividends for prior dividend periods) on the
shares of such series of Preferred Stock and such other preferred stock bear to
each other. Except as provided in the preceding sentence, unless full dividends
on all outstanding shares of any such series of Preferred Stock have been
declared and paid for all past dividend periods, in the case of a series of
Cumulative Preferred Stock, or for the immediately preceding dividend period,
in the case of a series of Noncumulative Preferred Stock, no dividends (other
than dividends or distributions paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, the Common Stock of Citicorp or
another stock of Citicorp ranking junior to the Preferred Stock as to dividends
and upon liquidation) will be declared or paid or set aside for payment or
other distribution declared or made upon the Common Stock of Citicorp or upon
any other stock of Citicorp ranking junior to or on parity with the Preferred
Stock as to dividends or upon liquidation, nor will any Common Stock of
Citicorp nor any other stock of Citicorp ranking junior to or on parity with
such Preferred Stock as to dividends or upon liquidation be redeemed, purchased
or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by Citicorp (except by conversion into or exchange for stock of Citicorp
ranking junior to the Preferred Stock as to dividends and upon liquidation).
The amount of dividends payable for any period shorter than a full dividend
period shall be computed on the basis of twelve 30-day months, a 360-day year
and the actual number of days elapsed in any period of less than one month.
LIQUIDATION PREFERENCE
Upon any liquidation, dissolution or winding up of Citicorp, whether
voluntary or involuntary, the holders of the Preferred Stock will have
preference and priority over the Common Stock of Citicorp, or any
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other class of stock of Citicorp ranking on liquidation, dissolution or winding
up junior to the Preferred Stock, for payments out of or distribution of the
assets of Citicorp or proceeds thereof, whether from capital or surplus, of the
amount per share set forth in the Prospectus Supplement plus all dividends
(whether or not earned or declared), accrued and unpaid thereon to the date of
final distribution to such holders (but in the case of Noncumulative Preferred
Stock, without cumulation of unpaid dividends for prior dividend periods), and
after such payment the holders of Preferred Stock will be entitled to no other
payments. If, in the case of any such liquidation, dissolution or winding up of
Citicorp, the assets of Citicorp or proceeds thereof should be insufficient to
make the full liquidation payment in the amount per share set forth in the
Prospectus Supplement, plus all accrued and unpaid dividends on the Preferred
Stock (but in the case of Noncumulative Preferred Stock without cumulation of
unpaid dividends for prior dividend periods) and liquidating payments on any
other preferred stock ranking as to liquidation, dissolution or winding up on a
parity with the Preferred Stock, then such assets and proceeds will be
distributed among the holders of the Preferred Stock and any such other
preferred stock ratably in accordance with the respective amounts which would
be payable on such shares of Preferred Stock and any such other preferred stock
if all amounts thereon were paid in full. A consolidation or merger of Citicorp
with one or more corporations will not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of Citicorp.
REDEMPTION
Citicorp may, at its option, at any time or from time to time on not less
than 30 and not more than 60 days' notice, redeem one or more series of
Preferred Stock in whole or part at the redemption prices and on the dates set
forth in the Prospectus Supplement for the related series of Preferred Stock.
If less than all outstanding shares of a series of Preferred Stock are to be
redeemed, the selection of the shares to be redeemed shall be determined by lot
or pro rata as may be determined by the Board of Directors or the Stock
Committee or by any other method which may be determined by the Board of
Directors or the Stock Committee to be equitable. From and after the redemption
date (unless default shall be made by Citicorp in providing for the payment of
the redemption price), dividends shall cease to accrue on the shares of such
series of Preferred Stock called for redemption and all rights of the holders
thereof (except the right to receive the redemption price) shall cease.
In addition, Citicorp, at its option, may, with prior Federal Reserve Board
approval, redeem all, but not less than all, of the outstanding shares of the
Preferred Stock if the holders of such shares should be entitled to vote upon
or consent to a merger or consolidation of Citicorp under the circumstances
described under "Voting Rights" below and all of the following conditions have
been satisfied: (i) Citicorp shall have requested the vote or consent of the
holders of such shares to the consummation of such merger or consolidation,
stating in such request that failing the requisite favorable vote or consent
Citicorp will have the option to redeem such shares, (ii) Citicorp shall have
not received the favorable vote or consent requisite to the consummation of the
transaction within 60 days after making such request and (iii) such transaction
shall be consummated on the date fixed for such redemption, which date shall be
no more than one year after such request is made. Any such redemption shall be
on notice as aforesaid at a redemption price per share of the Preferred Stock
set forth in the Prospectus Supplement, plus accrued and unpaid dividends
thereon (but in the case of Noncumulative Preferred Stock without cumulation of
unpaid dividends for prior dividend periods) to the date fixed for redemption.
VOTING RIGHTS
Unless otherwise described in the applicable Prospectus Supplement, holders
of the Preferred Stock will have no voting rights except as set forth below or
as otherwise from time to time required by law.
Whenever dividends on the Preferred Stock shall be in arrears for such number
of dividend periods which shall in the aggregate contain not less than 540
days, the holders of outstanding shares of the Preferred Stock (voting as a
class with holders of shares of all other series of preferred stock ranking on
a parity with the Preferred Stock either as to dividends or the distribution of
assets upon liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable) will be entitled to vote for
the
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election of two additional directors on the terms set forth below. Such voting
rights will continue, in the case of any series of Cumulative Preferred Stock,
until all past dividends accumulated on shares of Cumulative Preferred Stock
shall have been paid in full and, in the case of any series of Noncumulative
Preferred Stock, until all dividends on shares of Noncumulative Preferred Stock
shall have been paid in full for at least one year. Upon payment in full of
such dividends such voting rights shall terminate except as expressly provided
by law, subject to re-vesting in the event of each and every subsequent default
in the payment of dividends as aforesaid. Holders of all series of preferred
stock which are granted such voting rights (which rank on a parity with the
Preferred Stock) will vote as a class, and each holder of shares of the
Preferred Stock will have one vote for each share of stock held and each other
series will have such number of votes, if any, for each share of stock held as
may be granted to them. In the event the holders of shares of the Preferred
Stock are entitled to vote as described in this paragraph, the Board of
Directors will be increased by two directors, and the holders of the Preferred
Stock will have the exclusive right as members of such class, as outlined
above, to elect two directors at the next annual meeting of stockholders.
Upon termination of the right of the holders of the Preferred Stock to vote
for directors as discussed in the prior paragraph, the term of office of all
directors then in office elected by such holders will terminate immediately.
Whenever the term of office of the directors elected by such holders ends and
the related special voting rights expire, the number of directors will
automatically be decreased to such number as would otherwise prevail.
So long as any shares of Preferred Stock remain outstanding, Citicorp will
not, without the affirmative vote or consent of the holders of at least two-
thirds of the shares of the Preferred Stock outstanding at the time (voting as
a class with all other series of preferred stock ranking on a parity with the
Preferred Stock either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are then exercisable), given in person or by proxy, either
in writing or at a meeting, (i) authorize, create or issue, or increase the
authorized or issued amount, of any class or series of stock ranking prior to
the Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up; or (ii) amend, alter or
repeal, whether by merger, consolidation or otherwise, the provisions of
Citicorp's Restated Certificate of Incorporation, as amended, or of the
resolutions contained in the Certificates of Designations of the Preferred
Stock designating such Preferred Stock and the preferences and privileges,
relative, participating, optional or other special rights and qualifications,
limitations and restrictions thereof, so as to materially and adversely affect
any right, preference, privilege or voting power of the Preferred Stock or the
holders thereof; provided, however, that any increase in the amount of the
authorized preferred stock or the creation and issuance of other series of
preferred stock, or any increase in the amount of authorized shares of
Preferred Stock, in each case ranking on a parity with or junior to the
Preferred Stock with respect to the payment of dividends and the distribution
of assets upon liquidation, dissolution or winding up will not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.
The foregoing voting provisions will not apply if all outstanding shares of
Preferred Stock have been redeemed or sufficient funds have been deposited in
trust to effect such a redemption which is scheduled to be consummated within
three months after the time that such rights would otherwise be exercisable.
CONVERSION RIGHTS
The Prospectus Supplement for any series of Preferred Shares will state
whether shares in that series are convertible into Common Stock. See
"Description of Common Stock," below. Unless otherwise provided in the
applicable Prospectus Supplement, if a series of Preferred Stock is convertible
into shares of Common Stock ("Convertible Preferred Stock"), holders of such
Convertible Preferred Stock will have the right, as provided in the related
Prospectus Supplement, to convert any of such Convertible Preferred Stock,
initially at the conversion rate set forth in such Prospectus Supplement,
provided that if such series of Convertible Preferred Stock is called for
redemption, the conversion rights pertaining thereto will terminate at the
close of business on the date fixed for redemption. No fractional share or
scrip representing a fractional share will
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be issued upon conversion of the Convertible Preferred Stock, but if such
conversion results in a fraction, an equivalent amount will be paid in cash by
Citicorp, based on the Closing Price, as defined in the Certificate of
Designations for such series of Convertible Preferred Stock, of Citicorp's
Common Stock on the business day immediately preceding the day on which the
Convertible Preferred Stock is converted. No payment or adjustment shall be
made upon conversion of the Convertible Preferred Stock in respect of dividends
accrued and unpaid to the date of conversion or in respect of any dividends on
the Common Stock issued upon such conversion.
The conversion price for a series of Convertible Preferred Stock that is
convertible into Common Stock is subject to adjustment upon the occurrence of
certain events under formulas that will be set forth in the Certificate of
Designations that relates to such series of Convertible Preferred Stock and
described in the related Prospectus Supplement.
If at any time Citicorp makes a distribution of property to its shareholders
that would be taxable to such shareholders as a dividend for federal income tax
purposes (for example, distributions of evidences of indebtedness or assets of
Citicorp, but generally not stock dividends or rights to subscribe to capital
stock) and, pursuant to the antidilution provisions described in the related
Prospectus Supplement, the conversion price of a series of Convertible
Preferred Stock is decreased, such decrease may be deemed to be the receipt of
taxable income by holders of such Convertible Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Citicorp may, at its option, elect to offer fractional shares of Preferred
Stock, rather than full shares of Preferred Stock. In the event such option is
exercised, Citicorp will issue to the public receipts ("Depositary Receipts")
for Depositary Shares, each of which will represent a fraction (to be set forth
in the Prospectus Supplement relating to a particular series of Preferred
Stock) of a share of a particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") among
Citicorp, a bank or trust company selected by Citicorp having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000 (the "Depositary") and the holders from time to time of the
Depositary Receipts. Subject to the terms of the Deposit Agreement, each owner
of a Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Preferred Stock represented by such Depositary Share, to
all the rights and preferences of the Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be distributed to
those persons purchasing the fractional shares of the related series of
Preferred Stock in accordance with the terms of the offering described in the
related Prospectus Supplement. Copies of the forms of Deposit Agreement and
Depositary Receipt are filed as exhibits to the Registration Statement of which
this Prospectus is a part, and the following summary is qualified in its
entirety by reference to such exhibits.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Citicorp, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter
without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at Citicorp's expense.
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DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash distributions
received in respect of the related series of Preferred Stock to the record
holders of Depositary Shares relating to such series of Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
Citicorp, sell such property and distribute the net proceeds from such sale to
such holders.
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary (unless the related Depositary Shares have previously been
called for redemption), the holder of the Depositary Shares evidenced thereby
is entitled to delivery of the number of whole shares of the related series of
Preferred Stock and any money or other property represented by such Depositary
Shares. Holders of Depositary Shares will be entitled to receive whole shares
of the related series of Preferred Stock on the basis set forth in the related
Prospectus Supplement for such series of Preferred Stock, but holders of such
whole shares of Preferred Stock will not thereafter be entitled to receive
Depositary Shares in exchange therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of the related series
of Preferred Stock to be withdrawn, the Depositary will deliver to such holder
at the same time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If Citicorp redeems a series of Preferred Stock represented by Depositary
Shares, the Depositary Shares will be redeemed from the proceeds received by
the Depositary resulting from the redemption, in whole or in part, of such
series of Preferred Stock held by the Depositary. The redemption price per
Depositary Share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the Preferred Stock.
Whenever Citicorp redeems shares of Preferred Stock held by the Depositary, the
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing shares of the related series of Preferred Stock so
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as may be
determined by the Depositary.
CONVERSION
With respect to a series of Preferred Stock underlying Depositary Shares that
is convertible into Common Stock, a holder of Depositary Receipts may
participate in the conversion in the manner specified in the pertinent
Certificate of Designations for holders of the underlying Preferred Stock. If
the Depositary Shares represented by a Depositary Receipt are to be converted
in part only, a new Depositary Receipt or Depositary Receipts will be issued by
the Depositary for the Depositary Shares not to be converted. No fractional
shares of Common Stock will be issued upon conversion, and if such conversion
would result in a fractional share being issued, an amount will be paid in cash
by Citicorp equal to the value of the fractional interest based upon the
closing price, as defined in the applicable Certificate of Designations with
respect to such series of Preferred Stock, of Citicorp's Common Stock on the
last business day prior to the date of conversion.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the
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Depositary Shares relating to such Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of the series of
Preferred Stock represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the amount of the Preferred
Stock represented by such Depositary Shares in accordance with such
instructions, and Citicorp will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of the Preferred Stock to the extent
it does not receive specific instructions from the holders of Depositary Shares
representing such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Citicorp and the Depositary. However, any amendment which materially
and adversely alters the rights of the holders of Depositary Receipts will not
be effective unless such amendment has been approved by the holders of
Depositary Receipts representing at least a majority (or, in the case of
amendments relating to or affecting rights to receive dividends or
distributions or voting or redemption rights, two-thirds, unless otherwise
provided in the related Prospectus Supplement) of the Depositary Shares then
outstanding. The Deposit Agreement may be terminated by Citicorp or the
Depositary only if (i) all outstanding Depositary Shares have been redeemed,
(ii) there has been a final distribution in respect of the related series of
Preferred Stock in connection with any liquidation, dissolution or winding up
of Citicorp and such distribution has been distributed to the holders of
Depositary Receipts or (iii) upon the consent of holders of Depositary Receipts
representing not less than two-thirds of the Depositary Shares outstanding.
CHARGES OF DEPOSITARY
Citicorp will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Citicorp will
pay charges of the Depositary in connection with the initial deposit of the
related series of Preferred Stock and any redemption of such Preferred Stock.
Holders of Depositary Receipts will pay transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.
The Depositary may refuse to effect any transfer of a Depositary Receipt or
any withdrawal of shares of a series of Preferred Stock evidenced thereby until
all such taxes and charges with respect to such Depositary Receipt or such
series of Preferred Stock are paid by the holder thereof.
MISCELLANEOUS
The Depositary will forward all reports and communications from Citicorp
which are delivered to the Depositary and which Citicorp is required to furnish
to the holders of the Preferred Stock.
Neither the Depositary nor Citicorp will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Citicorp and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and neither Citicorp nor the Depositary will
be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or series of Preferred Stock unless satisfactory indemnity is
furnished. Citicorp and the Depositary may rely on written advice of counsel or
accountants, or information provided by persons presenting Preferred Stock for
deposit, holders of Depositary Shares or other persons believed to be competent
and on documents believed to be genuine.
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RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Citicorp notice of its
election to do so, and Citicorp may at any time remove the Depositary. Any such
resignation or removal of the Depositary will take effect upon the appointment
of a successor Depositary, which successor Depositary must be appointed within
60 days after delivery of the notice or resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF COMMON STOCK
Citicorp has 800,000,000 authorized shares of Common Stock, par value $1.00
per share, approximately 389,280,000 shares of which were outstanding at March
31, 1994. In addition, Citicorp is authorized by its Restated Certificate of
Incorporation, as amended, to issue 20,000,000 shares of Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock"). Class B Common Stock
may be issued in one or more series, at any time or from time to time, with one
vote per share and with such designations, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolutions providing for the issuance thereof adopted by the Board of
Directors. No shares of Class B Common Stock are currently outstanding. The
following is a brief summary of certain rights and provisions of the Common
Stock and Class B Common Stock.
Subject to any prior rights of Citicorp's preferred stock and Class B Common
Stock then outstanding, holders of Citicorp's Common Stock are entitled to
receive such dividends as are declared by the Board of Directors out of funds
legally available therefor. The indentures under which certain of Citicorp's
debt securities are outstanding prohibit Citicorp, under certain circumstances,
from paying dividends in shares of stock of Citibank.
Subject to the rights, if any, of the holders of shares of preferred stock,
all voting rights are vested in the holders of shares of Common Stock and Class
B Common Stock, each share being entitled to one vote. A majority of the shares
entitled to vote (normally shares of Common Stock and Class B Common Stock, if
any), present in person or represented by proxy, constitutes a quorum at a
meeting of stockholders of Citicorp. In the event of a class vote, a majority
of the shares of the affected class, present in person or represented by proxy,
constitutes a quorum of such class. Except as otherwise set forth below,
corporate actions requiring stockholder action must be approved by the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter. Stockholder
action (including the election of directors) may be taken without a meeting by
the written consent of the holders of not less than a majority (or such greater
percentage required by law) of the stock entitled to vote.
Any amendment to Citicorp's Restated Certificate of Incorporation, including
any increase or decrease in the authorized capital stock or any change to the
rights of an outstanding class or series of capital stock, must be adopted by
the holders of a majority of the outstanding voting shares. In addition,
changes adversely affecting the rights of a particular class or series of
outstanding capital stock must be adopted by the holders of such class or
series of capital stock (generally by a majority of the shares of such class or
series, but in some cases by two-thirds of such shares). Agreements relating to
mergers and certain other extraordinary corporate actions also must be adopted
by the holders of a majority of the outstanding voting shares.
Holders of the shares of Common Stock have, and holders of shares of Class B
Common Stock, when and if issued, will have noncumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of directors can elect 100% of the directors if they choose to do so, and, in
such event, the holders of the remaining less than 50% of the shares voting for
the election of directors will not be able to elect any person or persons to
the Board of Directors.
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Subject to any prior rights of the preferred stock and Class B Common Stock
then outstanding, in the event of the liquidation of Citicorp, the holders of
the Common Stock are entitled to receive pro rata any assets distributable to
stockholders in respect of shares held by them. Because Citicorp is a holding
company, its rights and the rights of the record holders of the shares of
Common Stock to participate in the assets of any subsidiary upon the latter's
liquidation or recapitalization will be subject to the prior claims of the
subsidiary's creditors except to the extent that Citicorp may itself be a
creditor with recognized claims against the subsidiary. In addition, there are
various legal limitations on the extent to which Citicorp's U.S.-insured
depositary institutions may extend credit, pay dividends or otherwise supply
funds to Citicorp. See "Citicorp--Holding Company."
Holders of Common Stock do not have the right to subscribe to any additional
securities which may be issued by Citicorp.
The Common Stock does not have any sinking fund, conversion or redemption
provisions applicable thereto and is not liable to further call or assessment
by Citicorp. There is no restriction on the repurchase of shares of Common
Stock by Citicorp with funds legally available therefor subject, under certain
circumstances, to prior approval by the Federal Reserve Board.
Outstanding shares of Common Stock are validly issued, fully paid and non-
assessable.
The transfer agent and the registrar for the Common Stock is Citibank and the
co-transfer agents and co-registrants for the Common Stock are The First
National Bank of Chicago, First Interstate Bank of California and Montreal
Trust Company.
DESCRIPTION OF SECURITIES WARRANTS
Citicorp may issue, together with any series of Securities offered or
separately, Securities Warrants for the purchase of Preferred Stock, Depositary
Shares or Common Stock. The Securities Warrants are to be issued under
Securities Warrant Agreements (each a "Securities Warrant Agreement") to be
entered into between Citicorp and a bank or trust company, as Securities
Warrant Agent (the "Securities Warrant Agent"), all as set forth in the
applicable Prospectus Supplement relating to the particular issue of Securities
Warrants. A copy of each form of Securities Warrant Agreement (for Preferred
Stock, Depositary Shares and Common Stock), including the related form of
Securities Warrant Certificate representing the Securities Warrants (the
"Securities Warrant Certificates"), reflecting the alternative provisions to be
included in the Securities Warrant Agreements that will be entered into with
respect to particular offerings of Securities Warrants, is filed as an exhibit
to the Registration Statement of which this Prospectus forms a part. The
following summaries of certain provisions of the Securities Warrant Agreements
and the Securities Warrant Certificates do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the applicable Securities Warrant Agreement and Securities Warrant
Certificate, respectively, including the definitions therein of certain terms.
GENERAL
In the case of a series of Securities Warrants for the purchase of Preferred
Stock, Depositary Shares or Common Stock, the applicable Prospectus Supplement
will describe the terms of such Securities Warrants, the Securities Warrant
Agreement relating to such Securities Warrants and the Securities Warrant
Certificates including the following, if applicable: (i) the offering price;
(ii) the aggregate number of shares purchasable
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upon exercise of such Securities Warrants and, in the case of Securities
Warrants for Preferred Stock or Depositary Shares, the designation and terms of
the series of Preferred Stock purchasable upon exercise of such Securities
Warrants; (iii) the designation and terms of the series of Preferred Stock or
Depositary Shares with which such Securities Warrants are being offered and the
number of such Securities Warrants being offered with each series of Preferred
Stock or Depositary Shares; (iv) the date on and after which such Securities
Warrants and the related series of Preferred Stock, Depositary Shares or shares
of Common Stock will be transferable separately; (v) the number of shares of
Preferred Stock, Depositary Shares or shares of Common Stock purchasable upon
exercise of each such Securities Warrant and the price at which such number of
shares of Preferred Stock or Depositary Shares of such series or Common Stock
may be purchased upon such exercise; (vi) the date on which the right to
exercise such Securities Warrants shall commence and the date on which such
right shall expire (each, an "Expiration Date"); (vii) U.S. Federal income tax
consequences; and (viii) any other terms of such Securities Warrants.
Securities Warrants for the purchase of Preferred Stock, Depositary Shares or
Common Stock will be in registered form only.
EXERCISE OF SECURITIES WARRANTS
Each Securities Warrant will entitle the holder thereof to purchase such
number of shares of Preferred Stock, Depositary Shares or Common Stock, as the
case may be, at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Securities and
Securities Warrants offered thereby. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by Citicorp), unexercised Securities Warrants will become void.
Securities Warrants may be exercised by delivering to the Securities Warrant
Agent payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Preferred Stock, Depositary Shares or Common Stock, as
the case may be, purchasable upon such exercise together with certain
information set forth on the reverse side of the Securities Warrant
Certificate. Securities Warrants will be deemed to have been exercised upon
receipt of payment of the exercise price, subject to the receipt, within five
business days, of the Securities Warrant Certificate evidencing such Securities
Warrants. Upon receipt of such payment and the Securities Warrant Certificate
properly completed and duly executed at the corporate trust office of the
Securities Warrant Agent or any other office indicated in the applicable
Prospectus Supplement, Citicorp will, as soon as practicable, issue and deliver
the Preferred Stock, Depositary Shares or Common Stock, as the case may be,
purchasable upon such exercise. If fewer than all of the Securities Warrants
represented by such Securities Warrant Certificate are exercised, a new
Securities Warrant Certificate will be issued for the remaining amount of
Securities Warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS
The Securities Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.
COMMON STOCK WARRANT ADJUSTMENTS
The exercise price of and the number of shares of Common Stock covered by a
Common Stock Warrant are subject to adjustment upon the occurrence of certain
events under formulas that will be set forth in the Common Stock Warrant
Agreement and described in the related Prospectus Supplement.
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UNITED STATES TAXATION
The following is a summary of the principal United States federal income tax
consequences applicable to holders of the Preferred Stock and Common Stock, and
is included herein in reliance upon the opinion of E. Noel Harwerth, Esq.,
Chief Tax Officer of Citibank ("Tax Counsel"). This discussion is based on the
Internal Revenue Code of 1986, as amended (the "Code"), regulations of the
Treasury Department, administrative rulings and pronouncements of the Internal
Revenue Service (the "IRS") and judicial decisions, all as of the date hereof.
All of the foregoing are subject to change and any such change may be
retroactively applied. Purchasers should note that certain recent amendments to
the Code have not yet been subject to definitive interpretation by the IRS or
the courts.
This discussion does not purport to address all of the federal income tax
consequences that may be applicable to particular categories of investors.
PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO ANY FEDERAL, STATE,
LOCAL, FOREIGN OR OTHER TAX CONSIDERATIONS RELEVANT TO THEM.
DEPOSITARY SHARES
Holders of the Depositary Shares will be treated for federal income tax
purposes as owners of the shares of Preferred Stock represented by the
Depositary Shares. Accordingly, the tax treatment of the owners of the
Depositary Shares will be the same as the tax treatment of the owners of the
Preferred Stock as described below. Thus, upon the withdrawal of shares of
Preferred Stock in exchange for Depositary Shares as provided in the Deposit
Agreement, (i) no gain or loss will be realized by an exchanging holder, (ii)
the tax basis of each share of Preferred Stock to an exchanging holder will be
the same as the aggregate tax basis of the Depositary Shares exchanged
therefor, and (iii) the holding period for shares of Preferred Stock in the
hands of an exchanging holder will include the period during which such holder
held Depositary Shares exchanged therefor.
Hereinafter, references in this summary to holders of the Preferred Stock
will mean both holders of shares of Preferred Stock and holders of Depositary
Shares representing shares of Preferred Stock.
DIVIDENDS AND DIVIDENDS RECEIVED DEDUCTION
Citicorp intends to treat the Preferred Stock and Common Stock as stock of
Citicorp for federal income tax purposes and distributions with respect thereto
as dividends for federal income tax purposes to the extent of the current or
accumulated earnings and profits of Citicorp. Accordingly, a shareholder that
is a corporation otherwise entitled to the dividends received deduction should
be entitled to that deduction with respect to dividends received on the
Preferred Stock and Common Stock.
In determining the entitlement to the dividends received deduction, corporate
holders should consider, as may be more fully set forth in the Prospectus
Supplement, the holding period and other requirements of Section 246(c) of the
Code (under which the dividends received deduction is disallowed in its
entirety if a minimum holding period requirement is not satisfied), the "debt-
financed portfolio stock" rules of Section 246A of the Code (under which the
dividends received deduction could be reduced to the extent that a holder
incurs indebtedness directly attributable to its investment in the Preferred
Stock or Common Stock), Code Section 1059 and Treasury regulations promulgated
under, and IRS rulings and administrative pronouncements relating to, such Code
provisions.
REDEMPTION PREMIUM
Under Section 305 of the Code and Treasury regulations thereunder, if the
redemption price of redeemable Preferred Stock exceeds its issue price, the
entire amount of such excess may in certain circumstances constitute an
unreasonable redemption premium which will be treated as a constructive
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dividend taken into account by the holder each year, generally in the same
manner as original issue discount would be taken into account were the
preferred stock treated as a debt instrument for federal income tax purposes.
Any such constructive dividends would be subject to the same rules applicable
to the stated quarterly dividends, as described in the discussion of "Dividends
and Dividends Received Deduction" above. Such constructive dividends would also
be taken into account for purposes of applying the extraordinary dividend rules
of Code Section 1059 and the amount or period over which such constructive
dividends are taken into account could in certain circumstances cause some or
all of the stated quarterly dividends to be treated as extraordinary dividends.
The applicable Prospectus Supplement or Prospectus Supplements for Preferred
Stock that is redeemable at a price in excess of its issue price will indicate
whether Tax Counsel believes that the holder of such Preferred Stock should
include in income any redemption premium under Code Section 305.
BACKUP WITHHOLDING
Under Section 3406 of the Code and the Treasury regulations thereunder, a
holder of Preferred Stock or Common Stock who is not otherwise exempt from
backup withholding may be subject to backup withholding at the rate of 31
percent with respect to dividends paid on, or the proceeds of a sale, exchange
or redemption of, the Preferred Stock or Common Stock, as the case may be.
Backup withholding will apply unless the holder provides a certification as
required by Code Section 3406 and the Treasury regulations thereunder or
otherwise provides an acceptable basis for exemption from backup withholding.
SPECIAL TAX RULES APPLICABLE TO FOREIGN HOLDERS
Dividends
Dividends that are paid to a Foreign Holder (as defined below) that are not
effectively connected with a trade or business carried on by such Foreign
Holder in the United States are generally subject to a 30 percent United States
withholding tax. Such rate of withholding may be reduced to the extent provided
by a tax treaty to which the United States is a party if the recipient of the
dividends is entitled to the benefits of the treaty.
In general, a "Foreign Holder" is any person other than (a) a citizen or
resident of the United States, (b) a domestic corporation or partnership or (c)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
Dividends that are effectively connected with a trade or business carried on
in the United States by a Foreign Holder will be subject to tax at the same
rates of tax applicable to domestic corporations or citizens and residents of
the United States, as the case may be. The determination of whether a person is
engaged in a United States trade or business and whether the dividends or gains
realized in connection with the Preferred Stock or Common Stock are effectively
connected with that trade or business will depend upon the specific facts and
circumstances of each Foreign Holder. In the case of a Foreign Holder that is a
corporation, such effectively connected income may be subject to the branch
profits tax, which is generally imposed on foreign corporations upon the
repatriation from the United States of effectively connected earnings and
profits unless an applicable tax treaty eliminates or reduces the rate of such
tax.
Disposition of Preferred Stock or Common Stock
Subject to the discussion below under "Backup Withholding and Information
Reporting," a Foreign Holder generally will not be subject to United States tax
on gains realized from the sale or exchange of Preferred Stock or Common Stock
unless (i) such gain is effectively connected with the conduct of a trade or
business carried on in the United States, or (ii) the Foreign Holder is a non-
resident alien individual present in the United States for a period or periods
aggregating 183 days or more during the taxable year of such disposition and
either the Foreign Holder has a "tax home" in the United States or the gain is
attributable to an office or other fixed place of business maintained by the
Foreign Holder in the United States (in which
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case, a 30 percent United States tax is imposed on the amount by which such
person's gains derived from United States sources, from the sale or exchange at
any time during such taxable year of capital assets, exceed such person's
losses allocable to United States sources, from the sale or exchange at any
time during such taxable year of capital assets).
Backup Withholding and Information Reporting
Payments of dividends to Foreign Holders are generally subject to information
reporting and possibly to a United States backup withholding tax (which
generally is a withholding tax that is imposed at the rate of 31 percent on
certain payments to persons who fail to furnish the information required under
the Code and Treasury regulations thereunder). Backup withholding generally
will not apply to dividends paid on Preferred Stock or Common Stock to Foreign
Holders at an address outside the United States.
The payments of the proceeds from a disposition of shares of Preferred Stock
or Common Stock to or through the United States office of a broker will be
subject to information reporting and backup withholding unless the holder or
beneficial owner certifies as to its non-United States status or otherwise
establishes an exemption from backup withholding. The payment of the proceeds
from the disposition of Preferred Stock or Common Stock to or through a non-
United States office of a broker will not be subject to information reporting
or backup withholding, except that if the broker is a United States person, a
controlled foreign corporation for United States tax purposes or a foreign
person 50 percent or more of whose gross income was effectively connected with
the conduct of a trade or business within the United States for a specified
three-year period, information reporting will apply to such payments unless
such broker has documentary evidence in its files of the owner's non-United
States status and has no actual knowledge to the contrary, or the owner
otherwise establishes an exemption.
PLAN OF DISTRIBUTION
Offers to purchase Securities are being considered by Citicorp on a
continuing basis. Citicorp may offer and sell the Securities in any of three
means of distribution: (1) through agents, (2) through underwriters or dealers
or (3) directly to one or more purchasers. Such underwriters, dealers or agents
may be affiliates of Citicorp. The applicable Prospectus Supplement will set
forth the terms of the offering of the Securities to which such Prospectus
Supplement relates, including the name or names of any underwriters or agents
with whom Citicorp has entered into arrangements with respect to the sale of
such Securities, the public offering or purchase price of such Securities, the
net proceeds to Citicorp from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any discounts and commissions
allowed or paid to dealers, if any, any commissions allowed or paid to agents,
the initial public offering price and the securities exchanges, if any, on
which such Securities will be listed. Citicorp may also issue Securities to one
or more persons in exchange for outstanding securities of Citicorp acquired by
such persons in privately negotiated transactions or from third parties in open
market transactions. The newly issued Securities in such cases may be offered
pursuant to this Prospectus and the applicable Prospectus Supplement by such
persons, acting as principal for their own accounts, at market prices
prevailing at the time of sale, at prices otherwise negotiated or at fixed
prices. Unless otherwise indicated in the applicable Prospectus Supplement,
Citicorp will only receive outstanding securities and will not receive cash
proceeds in connection with such exchanges or resales. Dealer trading may take
place in certain of the Securities, including Securities not listed on any
securities exchange.
If any exchange of Securities is made hereby for outstanding securities of
Citicorp and an offering of such Securities is subsequently made by the holders
thereof, Citicorp will comply with all applicable provisions of the
Commission's rules, particularly Rule 13e-4 and Rule 14e-1 (or any successor
rule or rules), that relate to such transaction and will afford holders of such
outstanding securities all rights and will make all filings required by such
rules.
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The Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through
one or more underwriters acting alone. The underwriter or underwriters with
respect to an underwritten offering of the Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth
on the cover page of such Prospectus Supplement. Unless otherwise indicated in
the applicable Prospectus Supplement, the obligations of the underwriters to
purchase the Securities will be subject to certain conditions precedent and
each of the underwriters with respect to a sale of Securities will be obligated
to purchase all of its Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Securities may be offered and sold by Citicorp directly or through agents
designated by Citicorp from time to time, which agents may be affiliates of
Citicorp. Any agent involved in the offer and sale of the Securities in respect
of which this Prospectus is being delivered will be named, and any commissions
payable by Citicorp to such agent will be set forth in or be calculable from,
the applicable Prospectus Supplement. Unless otherwise indicated in the
applicable Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment (ordinarily five business days
or less).
If so indicated in the applicable Prospectus Supplement, Citicorp will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Securities from Citicorp pursuant to Delayed Delivery Contracts
providing for payment and delivery at a future date.
Any underwriter or agent participating in the distribution of the Securities
may be deemed to be an underwriter, as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act"), of the Securities so offered
and sold and any discounts or commissions received by them from Citicorp and
any profit realized by them on the sale or resale of the Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with Citicorp, to indemnification by Citicorp against
certain civil liabilities, including liabilities under the Securities Act.
This Prospectus and related Prospectus Supplements may be used by direct or
indirect wholly owned subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Securities. Such
subsidiaries may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the time of sale.
The participation of an affiliate or subsidiary of Citicorp in the offer and
sale of the Securities will comply with the requirements of Schedule E of the
By-laws of the National Association of Securities Dealers, Inc. (the "NASD")
regarding underwriting securities of an affiliate. No NASD member participating
in offers and sales of the Securities will execute a transaction in the
Securities in a discretionary account without the prior written specific
approval of the member's customer.
Underwriters, agents or their controlling persons may engage in transactions
with and perform services for Citicorp in the ordinary course of business.
See "Underwriting" in the accompanying Prospectus Supplement for further
information regarding the distribution of the Securities offered hereby.
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VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for Citicorp by Stephen E.
Dietz, as an Associate General Counsel of Citibank, N.A., and for the
Underwriters by Sullivan & Cromwell, New York, New York. Certain federal income
tax matters will be passed upon for Citicorp by E. Noel Harwerth, Esq., Chief
Tax Officer of Citibank. Each of Mr. Dietz and Ms. Harwerth owns or has the
right to acquire a number of shares of Common Stock of Citicorp equal to less
than 0.01% of the outstanding Common Stock of Citicorp.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries included
in Citicorp's Annual Report and Form 10-K for 1993 have been incorporated
herein by reference in reliance upon the report set forth therein of KPMG Peat
Marwick, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing. The report of KPMG Peat
Marwick covering the December 31, 1993 financial statements refers to changes
in Citicorp's accounting practices for postretirement benefits and income
taxes.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY CITICORP OR THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR IN THE AFFAIRS OF CITICORP SINCE
THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, THE SERIES 18
PREFERRED STOCK OR THE DEPOSITARY SHARES IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Citicorp................................................................... S-3
Summary Financial Data..................................................... S-3
Description of Series 18 Preferred Stock................................... S-4
Description of Depositary Shares........................................... S-8
Underwriting............................................................... S-11
Legal Opinions............................................................. S-12
PROSPECTUS
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
Citicorp................................................................... 4
Use of Proceeds............................................................ 5
Ratios of Income to Fixed Charges and Preferred Stock Dividends............ 5
Description of Preferred Stock............................................. 6
Description of Depositary Shares........................................... 11
Description of Common Stock................................................ 14
Description of Securities Warrants......................................... 15
United States Taxation..................................................... 17
Plan of Distribution....................................................... 19
Validity of Securities..................................................... 21
Experts.................................................................... 21
</TABLE>
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7,000,000 DEPOSITARY SHARES
CITICORP LOGO
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF ADJUSTABLE RATE
CUMULATIVE PREFERRED STOCK, SERIES 18
----------------------
PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
KIDDER, PEABODY & CO.
INCORPORATED
LEHMAN BROTHERS
MORGAN STANLEY & CO.
INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
SMITH BARNEY SHEARSON INC.
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