PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 1, 1994)
$500,000,000
[logo]
MEDIUM-TERM SENIOR NOTES, SERIES E
MEDIUM-TERM SUBORDINATED NOTES, SERIES E
DUE FROM 9 MONTHS TO 50 YEARS FROM DATE OF ISSUE
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Citicorp is offering hereby its Medium-Term Senior Notes, Series E (the
"Senior Notes") and its Medium-Term Subordinated Notes, Series E (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Notes are offered in an aggregate principal amount of up to $500,000,000. Each
Note will mature from 9 months to 50 years from its date of original issuance
(each an "Issue Date"), as selected by the initial purchaser and agreed to by
Citicorp.
The Senior Notes are unsecured obligations of Citicorp and the Subordinated
Notes are unsecured and subordinated obligations of Citicorp as described in the
accompanying Prospectus under "Description of Notes". Payment of the principal
of the Subordinated Notes may be accelerated only in the case of certain events
involving the liquidation or dissolution of Citicorp. There is no right of
acceleration of payment of the Subordinated Notes in the case of a default in
the performance of any covenant of Citicorp, including the payment of principal
or interest. See "Description of Notes--Defaults; Events of Default" in
the Prospectus.
(Continued on next page)
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THESE NOTES 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, ANY PRICING SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE NOTES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE
UNSECURED DEBT OBLIGATIONS OF CITICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
<TABLE>
<CAPTION>
================================================================================================================================
PRICE TO AGENTS' COMMISSIONS PROCEEDS TO
PUBLIC (1) OR DISCOUNTS (2) CITICORP (2)(3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note. . . . . . . . . . . . . . . . . . . . . 100% 0.20%-3.00% 99.80%-97%
- --------------------------------------------------------------------------------------------------------------------------------
Total (4) . . . . . . . . . . . . . . . . . . . . $500,000,000 $1,000,000-$15,000,000 $499,000,000-$485,000,000
================================================================================================================================
(1) Unless otherwise indicated in a Pricing Supplement, Notes will be issued at
100% of their principal amount.
(2) Citicorp will pay Smith Barney Inc., as agent, and such other agents as may
be named from time to time (the "Agents"), a commission (or grant a
discount) ranging from 0.20% to 3.00% of the principal amount of any Note,
depending on its Stated Maturity, sold through any such Agent (or sold to
any such Agent as principal in circumstances in which no other discount is
agreed). Citicorp also may sell Notes to any Agent, as principal, for
resale to one or more investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale, as determined
by such Agent, or if so agreed, at a fixed public offering price.
(3) Before deducting expenses payable by Citicorp.
(4) Or the equivalent thereof in other currencies or currency units.
</TABLE>
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SMITH BARNEY INC.
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The date of this Prospectus Supplement is June 1, 1994.
<PAGE>
(Continued from cover page)
The Notes will be issued in fully registered form in denominations of
$1,000 and integral multiples of $1,000 in excess thereof, unless otherwise
provided in the accompanying Supplement to this Prospectus Supplement (a
"Pricing Supplement").
The Notes will be represented by permanent global Notes registered in the name
of The Depository Trust Company, as Depositary, or a nominee of the Depositary.
Ownership of Notes will be evidenced only by, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as described under "Description of Medium-Term
Notes--Book-Entry System", owners of Notes will not be entitled to receive
physical delivery of Notes in definitive form, and the Depositary, and not the
owners of beneficial interests in the Notes, will be considered the holder
thereof.
The interest rate or interest rate index, if any, issue price, Stated
Maturity, Interest Payment Dates and redemption or sinking fund provisions, if
any, for each Note will be established by Citicorp at the time of issuance of
such Note and will be indicated in a Pricing Supplement. The Notes, except
Zero-Coupon Notes, will bear interest at a fixed rate or a rate or rates
determined by reference to a rate index or formula, as indicated in the
applicable Pricing Supplement. Zero-Coupon Notes will be issued at a discount
from the principal amount payable at Maturity thereof, and will not bear
interest prior to Maturity.
Unless otherwise indicated in the applicable Pricing Supplement, interest
on the Notes will be payable monthly on the 15th day of each month and at
Maturity.
The Notes may be subject to optional redemption, or obligate Citicorp to
redeem or purchase the Notes pursuant to sinking fund or analogous provisions or
at the option of the holder thereof, in each case as indicated in the applicable
Pricing Supplement. See "Description of Medium-Term Notes--General". If so
provided in the applicable Pricing Supplement, Notes may be denominated in a
foreign currency or currency unit (a "Specified Currency") designated by
Citicorp ("Foreign Currency Notes"). The Notes may also be issued with the
principal amount thereof payable at Maturity and the interest payable thereon to
be determined by reference to one or more financial or other indices ("Indexed
Notes"), as specified in the applicable Pricing Supplement.
The Notes may be offered on a continuous basis by Citicorp through the
Agents, each of which has agreed or will agree to use reasonable best efforts to
solicit offers to purchase the Notes. Citicorp may also sell Notes to any Agent
acting as principal for resale to one or more investors and other purchasers.
Citicorp also has reserved the right to sell Notes through additional agents or
directly to investors on its own behalf. No commission will be payable nor will
a discount be allowed on any direct sales by Citicorp. The Notes will not be
listed on any securities exchange, unless otherwise indicated in the applicable
Pricing Supplement, and there can be no assurance that the Notes offered by this
Prospectus Supplement will be sold or that there will be a secondary market for
the Notes. Citicorp reserves the right to withdraw, cancel or modify the offer
made hereby without notice. Citicorp or any Agent may reject any offer to
purchase Notes, in whole or in part. See "Plan of Distribution of Medium-Term
Notes". This Prospectus Supplement and Prospectus may be used by Citicorp
Securities, Inc., a wholly owned subsidiary of Citicorp, acting as principal or
agent, in connection with offers and sales related to secondary market
transactions in the Notes. Such sales will be made at prices related to
prevailing market prices at the time of sale.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY CITICORP OR THE AGENTS. THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED HEREBY NOR DO THEY
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION THEY CONTAIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR
RESPECTIVE DATES.
S-2
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . S-4
Description of Medium-Term Notes . . . . . . . . . . . . . . . . . . S-5
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Fixed Rate Notes . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Floating Rate Notes. . . . . . . . . . . . . . . . . . . . . . . . S-7
Book-Entry System. . . . . . . . . . . . . . . . . . . . . . . . . S-8
Plan of Distribution of Medium-Term Notes. . . . . . . . . . . . . . S-9
Validity of the Medium-Term Notes. . . . . . . . . . . . . . . . . . S-10
PROSPECTUS
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference. . . . . . . . . . . 3
Citicorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Ratios of Income to Fixed Charges. . . . . . . . . . . . . . . . . . 5
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . 5
Foreign Currency Risks . . . . . . . . . . . . . . . . . . . . . . . 17
United States Taxation . . . . . . . . . . . . . . . . . . . . . . . 17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 24
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . 25
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
S-3
<PAGE>
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data for
Citicorp for each of the years in the three-year period ended December 31, 1993.
This summary is qualified in its entirety by the detailed information and
financial statements included in the documents incorporated herein 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.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1993 1992 1991
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(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
CONSOLIDATED SUMMARY OF FINANCIAL RESULTS:
Net Interest Revenue . . . . . . . . . . . . . . . . . . . . . $ 7,690 $ 7,456 $ 7,265
Fees, Commissions and Other Revenue. . . . . . . . . . . . . . 8,385 8,165 7,485
-------- -------- --------
Total Revenue. . . . . . . . . . . . . . . . . . . . . . . . . $ 16,075 $ 15,621 $ 14,750
Provision for Credit Losses. . . . . . . . . . . . . . . . . . 2,600 4,146 3,890
Other Operating Expense. . . . . . . . . . . . . . . . . . . . 10,615 10,057 11,097
-------- -------- --------
Income (Loss) Before Taxes and Cumulative
Effects of Accounting Changes . . . . . . . . . . . . . . . . $ 2,860 $ 1,418 $ (237)
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 941 696 677
-------- -------- --------
Income (Loss) Before Cumulative Effects of
Accounting Changes. . . . . . . . . . . . . . . . . . . . . . $ 1,919 $ 722 $ (914)
CUMULATIVE EFFECTS OF ACCOUNTING CHANGES:
Accounting for Income Taxes. . . . . . . . . . . . . . . . . . 300 -- --
Venture Capital. . . . . . . . . . . . . . . . . . . . . . . . -- -- 457
-------- -------- --------
Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . . $ 2,219 $ 722 $ (457)
======== ======== ========
Income (Loss) Applicable to Common Stock . . . . . . . . . . . $ 1,900 $ 497 $ (649)
======== ======== ========
Year-End Balances:
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . $216,574 $213,701 $216,922
Consumer Loans . . . . . . . . . . . . . . . . . . . . . . . . 84,354 83,453 91,539
Commercial Loans . . . . . . . . . . . . . . . . . . . . . . . 54,613 56,257 59,405
Total Deposits . . . . . . . . . . . . . . . . . . . . . . . . 145,089 144,175 146,475
Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . 3,887 3,212 2,140
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . 13,953 11,181 9,489
CONSOLIDATED RATIOS:
RETURN ON AVERAGE TOTAL ASSETS:
Income (Loss) Before Cumulative Effects of
Accounting Changes. . . . . . . . . . . . . . . . . . . . . . .84% .32% (.41)%
Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . . .97% .32% (.21)%
RETURN ON AVERAGE COMMON STOCKHOLDERS' EQUITY:
Income (Loss) Before Cumulative Effects of
Accounting Changes. . . . . . . . . . . . . . . . . . . . . . 17.7% 6.5% (14.3)%
Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . . 21.1% 6.5% (7.9)%
RETURN ON AVERAGE TOTAL STOCKHOLDERS' EQUITY:
Income (Loss) Before Cumulative Effects of
Accounting Changes. . . . . . . . . . . . . . . . . . . . . . 15.3% 7.2% (9.4)%
Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . . 17.7% 7.2% (4.5)%
AVERAGE COMMON STOCKHOLDERS' EQUITY AS A
PERCENTAGE OF AVERAGE TOTAL ASSETS. . . . . . . . . . . . . . . . 3.95% 3.39% 3.68%
AVERAGE TOTAL STOCKHOLDERS' EQUITY AS A
PERCENTAGE OF AVERAGE TOTAL ASSETS. . . . . . . . . . . . . . . . 5.48% 4.45% 4.59%
</TABLE>
S-4
<PAGE>
DESCRIPTION OF MEDIUM-TERM NOTES
The following description of the particular terms of the Notes offered hereby
supplements the description of the general terms and provisions of Notes set
forth under the heading "Description of Notes" in the accompanying Prospectus,
to which description reference is hereby made. Capitalized terms not defined
herein have the meanings assigned to such terms in the accompanying Prospectus
and the Indentures (as defined below). The following description of the Notes
will apply unless otherwise stated in the applicable Pricing Supplement.
General
The Senior Notes offered hereby will be issued under the Indenture, dated as
of September 1, 1989, between Citicorp and United States Trust Company of New
York, as Trustee (the "Senior Trustee"), as supplemented by a First Supplemental
Indenture dated as of September 25, 1990 between Citicorp and the Senior Trustee
(such Indenture, together with such First Supplemental Indenture and any
additional supplemental indentures thereto, is hereinafter referred to as the
"Senior Indenture"), referred to in the accompanying Prospectus. The
Subordinated Notes offered hereby will be issued under the Indenture, dated as
of April 1, 1991, between Citicorp and Chemical Bank, as Trustee (the
"Subordinated Trustee" and, together with the Senior Trustee, the "Trustees"),
as supplemented by a First Supplemental Indenture dated as of November 27, 1992
between Citicorp and the Subordinated Trustee (such Indenture, together with
such First Supplemental Indenture and any additional supplemental indentures
thereto, is hereinafter referred to as the "Subordinated Indenture" and,
together with the Senior Indenture, the "Indentures"), referred to in the
accompanying Prospectus. Each of the Senior Notes and the Subordinated Notes
constitute a single series for purposes of the applicable Indenture and are
limited to an aggregate principal amount of up to $500,000,000 (including, in
the case of Foreign Currency Notes, the equivalent thereof in a Specified
Currency), subject to reduction by or pursuant to action of Citicorp's Board of
Directors, provided that no such reduction will affect any Note already issued
or as to which an offer to purchase has been accepted by Citicorp. See "Plan of
Distribution of Medium-Term Notes" below. The foregoing limit, however, may be
increased by Citicorp if in the future it determines that it may wish to sell
additional Notes.
The Senior Notes will be unsecured and will rank pari passu with all other
unsecured and unsubordinated indebtedness of Citicorp. The Subordinated Notes
will be unsecured and will rank pari passu with all other unsecured and
subordinated indebtedness of Citicorp other than subordinated indebtedness as to
which, in the instrument evidencing or creating the same or pursuant to which
the same is outstanding, it is provided that such indebtedness is junior to the
Subordinated Notes.
Each Note will mature from 9 months to 50 years from its Issue Date, as
selected by the initial purchaser and agreed to by Citicorp.
The Notes will be issuable only in fully registered form and, unless otherwise
provided in the applicable Pricing Supplement, will be issuable only in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
The Notes may be issued as Original Issue Discount Notes. An "Original Issue
Discount Note" is a Note, including any Zero-Coupon Note, which is issued at a
price lower than the amount payable at the Stated Maturity thereof and which
provides that upon redemption or acceleration of the Stated Maturity thereof an
amount less than the principal amount payable at the Stated Maturity thereof and
determined in accordance with the terms thereof shall become due and payable.
Original Issue Discount Notes, as well as certain other Notes offered hereunder,
may, for United States federal income tax purposes, be considered "discount
Notes". Certain holders of, or owners of beneficial interests in, Original Issue
Discount Notes having a Stated Maturity of more than one year from their date of
issue will have to include original issue discount in income as it accrues,
generally before receipt of cash attributable to such income. Additional United
States federal income tax consequences of the ownership of discount Notes are
described under "United States Taxation--Original Issue Discount" in the
accompanying Prospectus. A "Zero-Coupon Note" means a Note that does not bear
interest prior to Maturity.
The Notes may be issued as Indexed Notes, as set forth in the applicable
Pricing Supplement. Holders of Indexed Notes may receive a principal amount at
Maturity that is greater than or less than the face amount of such Notes
depending upon the fluctuation of the relative value, rate or price of the
specified index. Specific information pertaining to the method for determining
the principal amount payable at Maturity, a historical comparison of the
relative value, rate or price of the specified index and the face amount of the
Indexed Note and certain additional tax considerations will be described in the
applicable Pricing Supplement.
S-5
<PAGE>
Unless otherwise indicated in the applicable Pricing Supplement, the Notes
will be denominated in U.S. dollars and payments of principal of and any premium
and interest on such Notes will be made in U.S. dollars in the manner described
in this Prospectus Supplement under "Book-Entry System" below and in the
accompanying Prospectus under the caption "Description of Notes--Payment and
Paying Agents". If any of the Notes are to be denominated in a Specified
Currency, additional information pertaining to the terms of such Notes and other
matters of interest to the holders thereof will be described in the applicable
Pricing Supplement. See "Foreign Currency Risks" and "United States Taxation" in
the accompanying Prospectus.
The Notes may be presented for registration of transfer or exchange at the
offices of Citibank, N.A. ("Citibank") in the Borough of Manhattan, The City
of New York.
For a description of the rights attaching to series of Notes under the
applicable Indenture, see "Description of Notes" in the accompanying Prospectus.
The applicable Pricing Supplement will indicate either that a Note cannot be
redeemed prior to its Stated Maturity or that a Note will be redeemable at the
option of Citicorp on or after a specified date prior to its Stated Maturity at
a specified price or prices (which may include a premium), together with accrued
interest to the date of redemption. In addition, the applicable Pricing
Supplement will indicate whether Citicorp will be obligated to redeem or
purchase a Note pursuant to any sinking fund or analogous provisions or at the
option of the holder thereof. If Citicorp will be so obligated, the applicable
Pricing Supplement will indicate the period or periods within which and the
price or prices at which the applicable Notes will be redeemed or purchased, in
whole or in part, pursuant to such obligation and the other terms and provisions
of such obligation.
The provisions of the Indentures described under "Description of
Notes--Defeasance and Covenant Defeasance" in the accompanying Prospectus apply
to the Notes.
Interest
Each Note, except a Zero-Coupon Note, will bear interest from and including
its Issue Date or from and including the most recent Interest Payment Date (or,
in the case of a Floating Rate Note with daily or weekly Interest Reset Dates,
the day following the most recent Regular Record Date) with respect to which
interest on such Note (or any predecessor Note) has been paid or duly provided
for at the fixed rate per annum, or at the rate per annum determined pursuant to
the interest rate index or formula specified in the applicable Pricing
Supplement, until the principal thereof is paid or made available for payment.
Interest will be payable on each Interest Payment Date and at Maturity. Interest
will be payable to the Person in whose name a Note (or any predecessor Note) is
registered at the close of business on the Regular Record Date next preceding
each Interest Payment Date; provided, however, that interest payable at Maturity
will be payable to the Person to whom principal shall be payable. The first
payment of interest on any Note originally issued between a Regular Record Date
and an Interest Payment Date will be made on the second Interest Payment Date
following the Issue Date of such Note to the registered owner on the Regular
Record Date immediately preceding such Interest Payment Date.
Each Note, except a Zero-Coupon Note, will bear interest at either (a) a fixed
rate or rates (a "Fixed Rate Note") or (b) a variable rate determined by
reference to an interest rate index or formula (a "Floating Rate Note"), which
may be adjusted by adding or subtracting the Spread (as defined below) and/or
multiplying by the Spread Multiplier (as defined below), unless otherwise
indicated in the applicable Pricing Supplement. Holders of Zero-Coupon Notes
will receive no periodic payments of interest.
In addition to any maximum interest rate which may be applicable to any Note,
the interest rate on the Notes will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application. Under current New York law, the maximum rate of interest is
25% per annum on a simple interest basis. The limit does not apply to Notes in
which $2,500,000 or more has been invested.
Fixed Rate Notes
The applicable Pricing Supplement relating to a Fixed Rate Note will designate
a fixed rate of interest per annum payable on such Note. Unless otherwise
indicated in the applicable Pricing Supplement, the Interest Payment Dates for
Fixed Rate Notes will be the 15th day of each month and at Maturity and the
Regular Record Dates for Fixed Rate
S-6
<PAGE>
Notes will be the first day of each month. Unless otherwise indicated in the
applicable Pricing Supplement, interest payments for Fixed Rate Notes will be
the amount of interest accrued to but excluding the relevant Interest Payment
Date. Interest on such Notes will be computed on the basis of a 360-day year of
twelve 30-day months. Unless otherwise specified in the applicable Pricing
Supplement, if any Interest Payment Date or the Maturity with respect to a Fixed
Rate Note falls on a day that is not a Market Day, payments due shall be made on
the next succeeding Market Day as if they were made on the date such payments
were due and no interest will accrue on the amounts so payable for the period
from and after such Interest Payment Date or such Maturity, as the case may be.
"Market Day" means any day that is not (a) a Saturday or Sunday, (b) a day on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close or (c) any other day specified in the
applicable Pricing Supplement.
Floating Rate Notes
The applicable Pricing Supplement relating to a Floating Rate Note will
designate an interest rate index or formula and will also specify the Spread
and/or Spread Multiplier, if any, and the maximum or minimum interest rate
limitation, if any, applicable to such Note. "Spread" means the number of basis
points specified in the applicable Pricing Supplement as being applicable to the
interest rate for a particular Floating Rate Note and "Spread Multiplier" means
the percentage specified in the applicable Pricing Supplement as being
applicable to the interest rate for a particular Floating Rate Note. In
addition, such Pricing Supplement will state for each Floating Rate Note the
following terms, if applicable: Calculation Dates; Initial Interest Rate; Index
Maturity; Interest Determination Dates and Interest Reset Dates (each as defined
below), as well as the applicable Interest Payment Dates and the Regular Record
Dates. "Calculation Date", where applicable, means the date on which the
Calculation Agent is to calculate the interest rate for a Floating Rate Note.
"Index Maturity" means, with respect to a Floating Rate Note, the period to
maturity of the instrument or obligation on which the interest rate index or
formula is based.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each, an "Interest Reset Date"),
as specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect from the Issue Date of a Floating Rate Note (or any
predecessor Note) to the first Interest Reset Date will be the Initial Interest
Rate and unless otherwise specified in the applicable Pricing Supplement, the
interest rate in effect for the ten days immediately prior to Maturity of any
installment of principal will be that in effect on the tenth day preceding such
Maturity. If any Interest Reset Date for any Floating Rate Note would otherwise
be a day that is not a Market Day, the Interest Reset Date for such Floating
Rate Note will be the next succeeding Market Day. "Initial Interest Rate" means
the rate at which a Floating Rate Note will bear interest from its Issue Date to
the first Interest Reset Date. "Interest Determination Date" means the date as
of which the rate of interest in effect on an Interest Reset Date will be
determined.
A Floating Rate Note may have either or both of the following: (a) a maximum
numerical interest rate limitation, or ceiling, on the rate of interest which
may accrue during any interest period and (b) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue during any
interest period.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments for a Floating Rate Note will be the amount of interest accrued to, but
excluding, the Interest Payment Date or Maturity; provided, however, that if the
Interest Reset Dates with respect to any Floating Rate Note are daily or weekly,
interest payable on any Interest Payment Date, other than interest payable on
any date on which principal on any such Note is payable, will include interest
accrued to and including the next preceding Regular Record Date. The "Regular
Record Date" with respect to Floating Rate Notes will be the date 15 calendar
days prior to each Interest Payment Date, whether or not such date shall be a
Market Day.
Accrued interest on any Floating Rate Note from its Issue Date or from the
last date to which interest has been paid or duly provided for is calculated by
multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from the Issue Date or from the last date to which
interest has been paid or duly provided for, as the case may be, to the date for
which accrued interest is being calculated. Unless otherwise specified in the
applicable Pricing Supplement, the interest factor for each such day is computed
by dividing the interest rate applicable to such date by 360 (or, in the case of
Floating Rate Notes whose interest rate is indexed to U.S. Treasury securities,
the actual number of days in the year).
S-7
<PAGE>
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation on Floating Rate Notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Upon the request of the holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect and, if determined, the
interest rate which will become effective as a result of a determination made on
the most recent Interest Determination Date with respect to such Floating Rate
Note. The "Calculation Agent" means the agent appointed by Citicorp to calculate
interest rates under the circumstances specified below for Floating Rate Notes.
Unless otherwise provided in an applicable Pricing Supplement, the Calculation
Agent will be Citibank.
Book-Entry System
Upon issuance, all Notes of like tenor and having the same Issue Date will be
represented by one or more permanent global securities (the "Global
Securities"). Each Global Security will be deposited with, or on behalf of, The
Depository Trust Company, as Depositary (the "Depositary"), located in the
Borough of Manhattan, The City of New York, and will be registered in the name
of the Depositary or a nominee of the Depositary.
Ownership of Notes will be limited to institutions that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. In addition, ownership of Notes by participants will be
evidenced only by, and the transfer of that ownership interest will be effected
only through, records maintained by the Depositary or its nominee, as the case
may be. Ownership of Notes by persons that hold through participants will be
evidenced only by, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by such
participant. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer Notes.
Citicorp has been advised by the Depositary that upon the issuance of a Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts of the Notes
represented by such Global Security to the accounts of participants. The
accounts to be credited shall be designated by the soliciting Agent, or by
Citicorp if such Notes are offered and sold directly by Citicorp.
Payments of principal of and any premium and interest on Notes represented by
a Global Security registered in the name of or held by the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner and the holder of the Global Security representing such
Notes. Such payments to the Depositary or its nominee will be made in
immediately available funds at the offices of Citibank, as Paying Agent, in the
Borough of Manhattan, The City of New York, provided that, in the case of
payments of principal and any premium, the Global Securities are presented to
the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. None of Citicorp, the Trustees
or any agent of Citicorp or the Trustees will have any responsibility or
liability for any aspect of the Depositary's records or any participant's
records relating to or payments made on account of beneficial ownership
interests in the Notes represented by Global Securities or for maintaining,
supervising or reviewing any of the Depositary's records or any participant's
records relating to such Notes.
Citicorp has been advised by the Depositary that upon receipt of any payment
of principal of or any premium or interest in respect of a Global Security, the
Depositary will immediately credit, on its book-entry registration and transfer
system, accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of the Depositary. Payments by participants to owners of
Notes held through such participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers registered in "street name", and will be the
responsibility of such participants.
No Global Security may be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to another nominee
of the Depositary.
Notes represented by a Global Security are exchangeable for definitive Notes
in registered form, of like tenor and of an equal aggregate principal amount,
only if (x) the Depositary notifies Citicorp that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered
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under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (y)
Citicorp in its sole discretion determines that such Notes shall be exchangeable
for definitive Notes in registered form or (z) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would become an
Event of Default with respect to such Notes. Any Global Security representing
Notes that is exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for definitive Notes in registered form, of like tenor and
of an equal aggregate principal amount, in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. Such definitive Notes shall be registered
in the name or names of such person or persons as the Depositary shall instruct
the Security Registrar. It is expected that such instructions may be based upon
directions received by the Depositary from its participants with respect to
ownership of Notes.
Except as provided above, owners of Notes will not be entitled to receive
physical delivery of Notes in definitive form and will not be considered the
holders thereof for any purpose under the applicable Indenture, and no Global
Security representing Notes shall be exchangeable, except for another Global
Security of like denomination and tenor to be registered in the name of the
Depositary or its nominee. Accordingly, each person owning a Note must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the applicable Indenture. Each
Indenture provides that the Depositary, as a holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a holder
is entitled to give or take under that Indenture. Citicorp understands that
under existing industry practices, in the event that Citicorp requests any
action of holders or an owner of a Note desires to give or take any action a
holder is entitled to give or take under an Indenture, the Depositary would
authorize the participants owning the relevant Notes to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
The Depositary has advised Citicorp that the Depositary is a limited-purpose
trust company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered under the
Exchange Act. The Depositary was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations, some of whom (and/ or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.
PLAN OF DISTRIBUTION OF MEDIUM-TERM NOTES
The Agents will be Smith Barney Inc. ("Smith Barney") and any other Agent
designated in the applicable Pricing Supplement. Under the terms of a Selling
Agent Agreement (the "Selling Agent Agreement") between Citicorp and Smith
Barney, the Notes may be offered on a continuing basis by Citicorp through Smith
Barney, which has agreed to use reasonable best efforts to solicit purchases of
the Notes. Citicorp will pay Smith Barney a commission ranging from 0.20% to
3.00% of the principal amount of each Note, depending on its Stated Maturity,
sold through Smith Barney. Citicorp has reserved the right to sell Notes
directly to investors on its own behalf and to enter into agreements
substantially similar to the Selling Agent Agreement with other Agents. No
commission will be payable nor will a discount be allowed on any sales made
directly by Citicorp. Citicorp will have the sole right to accept offers to
purchase Notes and may reject any such offer, in whole or in part. Each Agent
shall have the right, in its discretion reasonably exercised, without notice to
Citicorp, to reject any offer to purchase Notes received by it, in whole or in
part. Citicorp also may sell Notes to any Agent, acting as principal, at a
discount to be agreed upon at the time of sale, for resale to one or more
investors or other purchasers at varying prices related to prevailing market
prices at the time of such resale, as determined by such Agent or, if so agreed,
at a fixed public offering price. The Agents may sell to or through dealers who
may resell to investors. The Agents may pay all or part of their discount or
commission to such dealers. The offering price and other selling terms for such
resales may from time to time be varied by such Agent.
This Prospectus Supplement and Prospectus may be used by Citicorp Securities,
Inc. ("CSI"), a wholly owned subsidiary of Citicorp, in connection with offers
and sales related to secondary market transactions in the Notes. CSI 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.
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Unless otherwise indicated in the applicable Pricing Supplement, payment of
the purchase price of Notes will be required to be made in funds immediately
available in The City of New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), and any discounts or commissions
received by them from Citicorp and any profit realized by them on the sale or
resale of the Notes may be deemed to be underwriting discounts and commissions
under the Act. Citicorp has agreed or will agree to indemnify the Agents against
and contribute toward certain liabilities, including liabilities under the Act,
and to reimburse the Agents for certain expenses.
Smith Barney engages in transactions with and performs services for Citicorp
in the ordinary course of business.
VALIDITY OF THE MEDIUM-TERM NOTES
The validity of the Notes offered hereby will be passed upon for Citicorp by
Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A., and for the
Agents by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. The
opinions of Mr. Dietz and Sullivan & Cromwell will be conditioned upon, and
subject to certain assumptions regarding, future action required to be taken by
Citicorp and the applicable Trustee in connection with the issuance and sale of
any particular Note, the specific terms of Notes and other matters which may
affect the validity of Notes but which cannot be ascertained on the date of such
opinions. Mr. Dietz 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.
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