Filed pursuant to
Rule 424(b)(3)
Registration No. 33-64574
CITICORP
U.S. $3,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated October 6, 1994
(To Prospectus Supplement, dated July 25, 1994,
to Prospectus, dated July 25, 1994)
DESCRIPTION OF NOTES
The description of the Yen Notes set forth in this Pricing
Supplement supplements the description of general terms and
provisions of Citicorp's Global Medium-Term Senior Notes, Series
D, set forth in the accompanying Prospectus and Prospectus
Supplement. To the extent any statement herein differs from a
statement made in such accompanying Prospectus or Prospectus
Supplement, such statement shall modify or supersede the
statement made in such Prospectus or Prospectus Supplement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
accompanying Prospectus or Prospectus Supplement. For a
description of certain risks associated with the Yen Notes, see
"FOREIGN CURRENCY RISKS" in the accompanying Prospectus
Supplement.
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SUMMARY OF TERMS:
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Title of Notes: 4% Yen Notes Due January 26, 1998
(the "Yen Notes")
Aggregate Principal Amount: 15,000,000,000 (Yen)
Price to Public: 100%
Specified Currency: Japanese Yen
Issue Date: October 25, 1994
Stated Maturity: January 26, 1998
Interest Rate: 4.00%. Interest on the Yen Notes
will be computed on the basis of a
360-day year of twelve 30-day
months.
Interest Commencement Date: October 25, 1994
Interest Payment Dates: January 25, 1995, January 25, 1996,
January 25, 1997 and January 26,
1998, provided that if an Interest
Payment Date is not a Business Day
in New York, New York and Tokyo,
Japan, then payment of interest
will not be made on such date, but
will be made on the next succeeding
day which is a Business Day in New
York, New York and Tokyo, Japan
with the same force and effect as
if made on the Interest Payment
Date and no interest shall accrue
on the amount so payable for the
period from and after such Interest
Payment Date.
Form and Denominations: The Yen Notes will initially be
issued in the form of one or more
temporary global Notes, which will
be exchanged 45 days after the
Settlement Date, upon written
certification as described in the
Prospectus Supplement, for one or
more permanent global Notes.
Interests in the permanent global
Notes will thereafter be
exchangeable at the option of the
beneficial owner, on the terms and
conditions described in the
Prospectus Supplement, for
definitive Notes in bearer form in
denominations of 10,000,000 (Yen) and
any integral multiple of 1,000,000 (Yen)
in excess thereof. See
"DESCRIPTION OF NOTES--Form and
Denominations" in the Prospectus
Supplement.
Redemption: The Yen Notes may not be redeemed
at the option of Citicorp prior to
their Stated Maturity, except as
set forth under the heading
"DESCRIPTION OF NOTES -- Redemption
and Sinking Funds" in the
accompanying Prospectus Supplement.
The Yen Notes are not subject to
redemption at the option of the
Holder thereof.
Sinking Fund: The Yen Notes are not subject to
any sinking fund.
Exchange Listing: The Yen Notes will not be listed on
the Luxembourg Stock Exchange or
any other exchange.
Clearance Information: The Yen Notes have been accepted
for clearance through Euroclear and
Cedel. The Common Code assigned to
the Yen Notes is 5367093. The
International Security
Identification Number (ISIN) of the
Yen Notes is XS0053670930.
Selling Agent: Merrill Lynch International Limited
Discount: 0.25%
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In this Pricing Supplement references to "Yen" and "(Yen symbol)"
are to Japanese Yen. At approximately 8:00 a.m. Tokyo time on
October 6, 1994, the bid quotation from Citibank, N.A., Tokyo
branch was 99.58 Yen per United States dollar.
PAYMENT AND PAYING AGENTS
Generally, the principal of and interest on the Yen Notes will
be payable in the manner specified in the accompanying Prospectus
under the heading "DESCRIPTION OF NOTES -- Payment and Paying
Agents" and the accompanying Prospectus Supplement under the
headings "DESCRIPTION OF NOTES -- Payment and Paying Agents" and
"SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES --
Payment".
In addition to Citibank, acting through its principal office
in London, England, and Citibank (Luxembourg) S.A., acting
through its principal office in Luxembourg, Citicorp has
designated Citibank, acting through its main office in Tokyo,
Japan as Paying Agent for the Yen Notes outside the United
States. Citicorp will, as long as any Yen Notes remain
outstanding, maintain a paying agency in Tokyo. In addition to
London and Luxembourg, Tokyo will constitute a Place of Payment
with respect to the Notes.
The principal of and interest on the Yen Notes will be payable
in Yen. Payments will be made by Yen check or Yen bank draft on
a bank (in the case of payment to a nonresident of Japan, an
authorized foreign exchange bank) in Tokyo, Japan or by transfer
in same day funds to a Yen account (in the case of payment to a
nonresident of Japan, to a nonresident account) maintained by the
payee with a bank in Tokyo, Japan, subject in each case to all
applicable laws and regulations.
SELLING RESTRICTIONS
The Yen Notes have not been and will not be registered under
the Securities and Exchange Law of Japan. The Selling Agent has
represented and agreed that it has not offered and sold and will
not offer or sell, directly or indirectly, any Yen Notes in Japan
or to or for the benefit of any Japanese person (which term as
used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan) or
to others for reoffering or resale, directly or indirectly, in
Japan or to or for the benefit of any Japanese person prior to
the date which is 90 days after the issue date of the Yen Notes
and that thereafter it will offer or sell the Yen Notes in Japan
or to or for the benefit of a Japanese person only under
circumstances which will result in compliance with applicable
laws and regulations of Japan.
The Yen Notes may not be offered or sold in the United
Kingdom, by means of any document, other than to persons whose
ordinary business it is to buy or sell shares or debentures,
whether as principal or agent (except in circumstances which do
not constitute an offer to the public within the meaning of the
Companies Act 1985), and this Pricing Supplement and the
accompanying Prospectus Supplement and Prospectus may only be
issued, distributed or passed on to a person in the United
Kingdom who is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1988 or is a person to whom these documents
may otherwise lawfully be issued, distributed or passed on.
