<PAGE>
Rule 424(b)(2)
Registration No. 33-64574
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 2, 1994)
7,000,000 DEPOSITARY SHARES
LOGO CITICORP
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 18
---------------
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 16, 1994 to August 31, 1994 will be 6.40%
per annum, equivalent to $.467 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
84% 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 4.50% per annum nor greater than 10.50%
per annum. See "Description of Series 18 Preferred Stock --Dividends."
The Series 18 Preferred Stock is redeemable at any time on and after May 31,
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."
The Depositary Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance. Trading of the Depositary
Shares on the New York Stock Exchange is expected to commence within a 30-day
period after the initial delivery of the Depositary Shares. See
"Underwriting."
---------------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2)(3) CITICORP (1)(3)(4)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Depositary Share .......... $25.00 $.7875 $24.2125
- --------------------------------------------------------------------------------
Total.......................... $175,000,000 $5,512,500 $169,487,500
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Plus accrued dividends, if any, from May 16, 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 $.50 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 $250,000.
---------------
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 16, 1994.
---------------
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.
---------------
The date of this Prospectus Supplement is May 9, 1994.
<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
Changes(A)......................... (56) 300 300 -- 457
------ ------ -------- -------- --------
Net Income (Loss)................... $ 553 $ 670 $ 2,219 $ 722 $ (457)
====== ====== ======== ======== ========
Income (Loss) Applicable to Common
Stock.............................. $ 466 $ 595 $ 1,900 $ 497 $ (649)
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 16,
1994 to August 31, 1994 will be payable at the rate of 6.40% per annum,
equivalent to $4.67 per share (and $.467 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 84% 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 4.50% per annum nor greater than 10.50% 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 84%
of the Effective Rate (as defined below), but not less than 4.50% per annum, or
more than 10.50% 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 Year 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
at (800) 422-2066.
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 May 31, 1999, the Series 18
Preferred Stock is not redeemable, except under certain
S-7
<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.
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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................................... 703,125
Bear, Stearns & Co. Inc. ............................... 703,125
Kidder, Peabody & Co. Incorporated...................... 703,125
Lehman Brothers Inc. ................................... 703,125
Morgan Stanley & Co. Incorporated....................... 703,125
Prudential Securities Incorporated...................... 703,125
Salomon Brothers Inc ................................... 703,125
Smith Barney Shearson Inc. ............................. 703,125
Robert W. Baird & Co. Incorporated...................... 50,000
Alex. Brown & Sons Incorporated......................... 50,000
CS First Boston Corporation............................. 50,000
Dean Witter Reynolds Inc. .............................. 50,000
Dillon, Read & Co. Inc. ................................ 50,000
Donaldson, Lufkin & Jenrette Securities Corporation..... 50,000
A.G. Edwards & Sons, Inc. .............................. 50,000
Kemper Securities, Inc. ................................ 50,000
Oppenheimer & Co., Inc. ................................ 50,000
PaineWebber Incorporated................................ 50,000
Piper Jaffray Inc. ..................................... 50,000
Raymond James & Associates, Inc. ....................... 50,000
Wertheim Schroder & Co. Incorporated.................... 50,000
Advest, Inc. ........................................... 25,000
J.C. Bradford & Co. .................................... 25,000
JW Charles Securities, Inc. ............................ 25,000
Cowen & Company......................................... 25,000
Dain Bosworth Incorporated.............................. 25,000
Doft & Co., Inc. ....................................... 25,000
Doley Securities, Inc. ................................. 25,000
Fahnestock & Co. Inc. .................................. 25,000
First Albany Corporation................................ 25,000
First of Michigan Corporation........................... 25,000
Furman Selz Incorporated................................ 25,000
Gruntal & Co., Incorporated............................. 25,000
Interstate/Johnson Lane Corporation..................... 25,000
Janney Montgomery Scott Inc. ........................... 25,000
</TABLE>
S-11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER DEPOSITARY SHARES
----------- -----------------
<S> <C>
Josephthal Lyon & Ross Incorporated..................... 25,000
Legg Mason Wood Walker, Incorporated.................... 25,000
McDonald & Company Securities, Inc. .................... 25,000
Morgan Keegan & Company, Inc. .......................... 25,000
The Ohio Company........................................ 25,000
Rauscher Pierce Refsnes, Inc. .......................... 25,000
The Robinson-Humphrey Company, Inc. .................... 25,000
Rodman & Renshaw, Inc. ................................. 25,000
Roney & Co. ............................................ 25,000
Stifel, Nicolaus & Company, Incorporated................ 25,000
Sutro & Co. Incorporated................................ 25,000
Tucker Anthony Incorporated............................. 25,000
US Clearing Corp. ...................................... 25,000
Utendahl Capital Partners, L.P. ........................ 25,000
Wheat, First Securities, Inc. .......................... 25,000
---------
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 $.50 per
Depositary Share; provided, however, that such concession shall not exceed $.30
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 $.25 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.
The Depositary Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance. Trading of the Depositary
Shares on the New York Stock Exchange is expected to commence within a 30-day
period after the initial delivery of the Depositary Shares. The Representatives
have advised Citicorp that they intend to make a market in the Depositary
Shares prior to the commencement of trading on the New York Stock Exchange. The
Representatives will have no obligation to make a market in the Depositary
Shares, however, and may cease market making activities, if commenced, at any
time.
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>
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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.
---------------
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
LOGO CITICORP
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF ADJUSTABLE RATE
CUMULATIVE PREFERRED STOCK, SERIES 18
----------------------
PROSPECTUS SUPPLEMENT
----------------------
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.
MAY 9, 1994
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