Prospectus Supplement
(To Prospectus Dated March 16, 1994)
$200,000,000
CITICORP +
7 1/8% Subordinated Notes due March 15, 2004
Interest on the Subordinated Notes is payable semiannually on March 15 and
September 15, commencing September 15, 1994. The Subordinated Notes will mature
on March 15, 2004 and will not be subject to redemption by Citicorp prior to
maturity. See "Supplemental Description of Subordinated Notes".
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 bankruptcy, insolvency or reorganization of
Citicorp. There is no right of acceleration in the case of 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.
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SUBORDINATED 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.
- --------------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public(1) Discount(2) Citicorp(1)(3)
Per Subordinated Note ....... 99.195% .650% 98.545%
Total ....................... $198,390,000 $1,300,000 $197,090,000
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from March 23, 1994.
(2) Citicorp has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deduction of expenses payable by Citicorp.
The Subordinated Notes are offered by the Underwriters subject to prior sale,
withdrawal, cancellation or modification of the offer without notice, and
delivery to and acceptance by the Underwriters and to certain further
conditions. It is expected that the Subordinated Notes will be ready for
delivery through the facilities of The Depository Trust Company on or about
March 23, 1994.
Salomon Brothers Inc
Citicorp Securities, Inc.
Lehman Brothers
Merrill Lynch & Co.
The date of this Prospectus Supplement is March 16, 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SUBORDINATED
NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. 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.
SUPPLEMENTAL DESCRIPTION OF SUBORDINATED NOTES
General
The 7 1/8% Subordinated Notes due March 15, 2004 (the "Subordinated Notes")
offered hereby will be issued under the Indenture (the "Original Indenture"),
dated as of April 1, 1991, between Citicorp and Chemical Bank, as Trustee, as
supplemented by a First Supplemental Indenture (the "First Supplemental
Indenture"), dated as of November 27, 1992, between Citicorp and the Trustee
(the Original Indenture together with the First Supplemental Indenture, the
"Indenture") referred to in the accompanying Prospectus. Capitalized terms used
and not defined herein shall have the meanings assigned to them in the
accompanying Prospectus.
The Subordinated Notes will constitute a single series for purposes of the
Indenture and will be limited to $200,000,000 aggregate principal amount. The
Subordinated Notes will mature on March 15, 2004 and will bear interest from
March 23, 1994 at the rate per annum shown on the front cover of this Prospectus
Supplement, payable semiannually on March 15 and September 15 of each year,
commencing September 15, 1994, and at Maturity, to the Person in whose name the
Subordinated Note (or any predecessor Subordinated Note) is registered at the
close of business on the March 1 or September 1 next preceding such Interest
Payment Date. The Subordinated Notes will not be subject to any sinking fund or
provide for redemption at the option of Citicorp or the Holder prior to
Maturity. The Subordinated Notes will be issued in the form of one or more
permanent global notes registered in the name of The Depository Trust Company,
as depositary (the "Depositary") or its nominee, located in the Borough of
Manhattan, The City of New York.
The Subordinated Notes may be presented for registration of transfer or
exchange at the offices of Citibank, N. A. in the Borough of Manhattan, The City
of New York.
The provisions of the Indenture described under "Description of Notes --
Defeasance and Covenant Defeasance" in the accompanying Prospectus apply to the
Subordinated Notes.
For a description of the rights attaching to different series of
Subordinated Notes under the Indenture (including the Subordinated Notes), see
"Description of Notes" in the accompanying Prospectus.
Book-Entry System
The Subordinated Notes will be issued in the form of one or more permanent
global securities (the "Global Securities"), which will be deposited with, or on
behalf of, the Depositary and will be registered in the name of the Depositary
or a nominee of the Depositary. Except as set forth below, the Subordinated
Notes will be available for purchase in denominations of $1,000 and integral
multiples thereof in book-entry form only.
Ownership of Subordinated Notes will be limited to institutions that have
accounts with such Depositary or its nominee ("participants") or persons that
may hold interests through participants. In addition, ownership of Subordinated
Notes by participants will only be evidenced 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 Subordinated Notes
by persons that hold through participants will only be evidenced 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 Subordinated Notes.
S-2
<PAGE>
Citicorp has been advised by the Depositary that upon the issuance of the
Global Securities, and the deposit of such Global Securities 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
Subordinated Notes represented by the Global Securities to the accounts of
participants. The accounts to be credited shall be designated by the
Underwriters.
Payments of principal of and interest on the Subordinated Notes represented
by the Global Securities 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 Subordinated Notes represented by
the Global Securities. Such payments to the Depositary or its nominee, as the
case may be, 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, 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
Trustee or any agent of Citicorp or the Trustee 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 Subordinated Notes represented by the Global Securities or for
maintaining, supervising or reviewing any of the Depositary's records or any
participant's records relating to such beneficial ownership interests.
Citicorp has been advised by the Depositary that upon receipt of any
payment of principal of or interest in respect of the Global Securities, 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 Subordinated Notes represented by the Global
Securities as shown on the records of the Depositary. Payments by participants
to owners of the Subordinated 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.
The Global Securities may not 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.
Subordinated Notes represented by the Global Securities are exchangeable
for definitive Subordinated 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 the Global
Securities or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (y) Citicorp in its sole discretion determines that such Subordinated
Notes shall be exchangeable for definitive Subordinated 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 the
Subordinated Notes. If the Global Securities become exchangeable pursuant to the
preceding sentence, they shall be exchangeable in whole for definitive
Subordinated Notes in registered form, of like tenor and of an equal aggregate
principal amount, in denominations of $1,000 and integral multiples thereof.
Such definitive Subordinated 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 Subordinated
Notes.
Except as provided above, owners of Subordinated Notes will not be entitled
to receive physical delivery of Subordinated Notes in definitive form and will
not be considered the Holders thereof for any purpose under the Indenture, and
the Global Securities shall not 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 Subordinated 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 Indenture. The
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 the Indenture. Citicorp understands that under
existing industry practices, in the event that Citicorp requests any action of
S-3
<PAGE>
Holders or an owner of a Subordinated Note desires to give or take any action a
Holder is entitled to give or take under the Indenture, the Depositary would
authorize the participants owning the relevant Subordinated 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 (including the Underwriters), 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.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of Citicorp
as of December 31, 1993 (and as adjusted to give effect to the issuance of the
Notes).
December 31, December 31,
1993 1993
Outstanding As Adjusted
------------ ------------
(dollars in millions,
except per share amounts)
Long-Term Debt ....................................... $ 15,983 $ 16,183
Subordinated Capital Notes ........................... 2,150 2,150
Redeemable Preferred Stock ........................... 27 27
--------- ---------
Total ...................................... $ 18,160 $ 18,360
--------- ---------
Stockholders' Equity:
Preferred Stock .................................... $ 3,887 $ 3,887
Authorized Shares: 50,000,000 (A)
Issued Shares at December 31, 1993:
5,280,503 of $100 per share, 5,000,000
of $25 per share, 12,500 of $100,000 per
share, 3,400,000 of $250 per share and
6,408,334 of $177 per share
Common Stock ($1.00 par value per share) ........... 412 412
Authorized Shares: 800,000,000
Issued Shares: 412,017,300 at December 31, 1993
Surplus .............................................. 3,898 3,898
Retained Earnings .................................... 6,149 6,149
Common Stock in Treasury, at cost .................... (393) (393)
--------- ---------
Shares: 25,527,133 at December 31, 1993
Total Stockholders' Equity ......................... $ 13,953 $ 13,953
--------- ---------
Total ........................................ $ 32,113 $ 32,313
========= =========
- --------------
(A) Issuable as either redeemable or non-redeemable. At December 31, 1993,
270,000 shares of redeemable preferred stock were issued and outstanding.
----------------------
Purchased funds and other borrowings, which include commercial paper and
other borrowings with original maturities of less than one year, amounted to
$16,777 million at December 31, 1993.
S-5
<PAGE>
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. This summary
should be read in conjunction with, and 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,
---------------------------------
1993 1992 1991
--------- --------- ---------
(dollars in millions, except per
share data)
CONSOLIDATED SUMMARY OF FINANCIAL RESULTS:
<S> <C> <C> <C>
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)
========= ========= =========
PER COMMON SHARE:
Income (Loss) Before Cumulative Effects
of Accounting Changes .................. $ 3.82 $ 1.35 $ (3.22)
Net Income (Loss) ........................ 4.50 1.35 (1.89)
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%
S-6
<PAGE>
UNDERWRITING
The Underwriters named below have severally agreed, subject to the terms
and conditions contained in the Underwriting Agreement, to purchase from
Citicorp the respective principal amounts of Subordinated Notes set forth below:
Principal
Underwriter Amount
----------- ------------
Salomon Brothers Inc ............................. $ 50,000,000
Citicorp Securities, Inc ......................... 50,000,000
Lehman Brothers Inc .............................. 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 50,000,000
------------
Total ........................................ $200,000,000
============
Citicorp has been advised by the Underwriters that the several Underwriters
propose initially to offer the Subordinated Notes to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers, including any Underwriter, at such public offering price less a
concession not in excess of .40% of the principal amount. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of .25% of the
principal amount. After the initial public offering of the Subordinated Notes,
the public offering price, concession and discount to dealers may be changed by
the Underwriters.
The Subordinated Notes are a new issue of securities with no established
trading market. Citicorp has been advised by the Underwriters that they intend
to make a market in the Subordinated Notes, but are not obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Subordinated Notes.
Citicorp has agreed to indemnify the several Underwriters against or
contribute toward certain liabilities, including liabilities under the
Securities Act of 1933.
This Prospectus Supplement and Prospectus may be used by Citicorp
Securities, Inc., a wholly-owned subsidiary of Citicorp, in connection with
offers and sales related to secondary market transactions in the Subordinated
Notes. Citicorp Securities, Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
The participation of Citicorp Securities, Inc. in offers and sales of the
Subordinated Notes will comply with the requirements of Schedule E of the
By-laws of the National Association of Securities Dealers, Inc. (the "NASD")
regarding underwriting securities of an affiliate.
Each NASD member participating in offers and sales of the Subordinated
Notes will not execute a transaction in the Subordinated Notes in a
discretionary account without the prior written specific approval of the
member's customer.
The Underwriters each engage in transactions with and perform services for
Citicorp in the ordinary course of business.
See "Plan of Distribution" in the accompanying Prospectus for further
information regarding the distribution of the Subordinated Notes offered hereby.
VALIDITY OF THE SUBORDINATED NOTES
The validity of the Subordinated Notes will be passed upon for Citicorp by
Stephen E. Dietz, 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-7
<PAGE>
PROSPECTUS
CITICORP +
Senior Notes
Subordinated Notes
Citicorp from time to time may offer in one or more series its unsecured
debt securities, which may be either senior (the "Senior Notes") or subordinated
(the "Subordinated Notes", which with the Senior Notes are herein referred to as
the "Notes"). As used herein, Notes shall include Notes denominated in U.S.
dollars or, at the option of Citicorp and so specified in the applicable
Prospectus Supplement, in any other currency or composite currency, including
the European Currency Unit. The Notes may be offered, separately or together, in
separate series in amounts, at prices and on terms determined at the time of
sale and set forth in the accompanying supplement to this Prospectus (a
"Prospectus Supplement"). Pursuant to the terms of the Registration Statement of
which this Prospectus forms a part, Citicorp may also issue series of its
preferred stock, shares of its common stock, par value $1.00 per share, warrants
to purchase separately either of the foregoing, convertible notes, note
warrants, currency warrants and capital securities under such Registration
Statement.
The Senior Notes will rank equally with all other unsecured and
unsubordinated indebtedness of Citicorp. The Subordinated Notes will be
subordinate to all existing and future unsecured and unsubordinated Senior
Indebtedness (as defined herein). See "Description of Notes."
The specific terms of each series of Notes offered pursuant to this
Prospectus will be set forth in the applicable Prospectus Supplement, which in
each case will identify the underwriter or underwriters or agent or agents for
the Notes being offered thereby and their compensation, the public offering or
purchase price and any specific terms in connection with the offer and sale of
such series of Notes.
With respect to each series of Notes, the related Prospectus Supplement
will set forth the aggregate principal amount offered, the rate and time of
payment of interest, if any, the authorized denominations, the maturity,
priority, premium, if any, any terms for redemption at the option of Citicorp or
the holder and the form of such series of Notes (which may be registered, bearer
or permanent global form), the initial public offering price and any mandatory
or optional sinking fund or analogous provisions.
The Prospectus Supplement will also contain information, where applicable,
concerning certain United States federal income tax considerations relating to,
and as to any listing on a securities exchange of, the Notes covered by such
Prospectus Supplement.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
THE 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.
-----------------
The Notes may be offered by Citicorp directly to purchasers, through agents
designated from time to time, through underwriting syndicates led by one or more
managing underwriters or through one or more underwriters acting alone. If
Citicorp, directly or through agents, solicits offers to purchase Notes,
Citicorp reserves the sole right to accept and, together with its agents, to
reject in whole or in part any proposed purchase of Notes. Affiliates of
Citicorp may from time to time act as agents or underwriters in connection with
the sale of Notes to the extent permitted by applicable law.
Continued on next page
-----------------
The date of this Prospectus is March 16, 1994
<PAGE>
If any agent of Citicorp, or any underwriter, is involved in the sale of
Notes offered hereby, the name of such agent or underwriter and any applicable
commissions or discounts will be set forth in, or will be calculable from, the
applicable Prospectus Supplement, and the net proceeds to Citicorp from such
sale will be the purchase price of such offered Notes less such commissions or
discounts and other attributable issuance and distribution expenses. Citicorp
may also issue Notes to one or more persons in exchange for outstanding debt
securities of Citicorp acquired by such persons from third parties in open
market transactions or in privately negotiated transactions. The newly issued
Notes in such cases may be offered pursuant to this Prospectus and the
applicable Prospectus Supplement by such persons, acting as principal for their
own accounts, at market prices prevailing at the time of sale, at prices
otherwise negotiated or at fixed prices. Unless otherwise indicated in the
applicable Prospectus Supplement, Citicorp will only receive outstanding debt
securities and will not receive cash proceeds in connection with such exchanges
and resales. See "Plan of Distribution" for possible indemnification
arrangements for agents, underwriters and their controlling persons.
This Prospectus and related Prospectus Supplement may be used by direct or
indirect wholly-owned subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Notes. Such subsidiaries
may act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale.
This Prospectus may not be used to consummate sales of Notes unless
accompanied by a Prospectus Supplement. The delivery of this Prospectus together
with a Prospectus Supplement relating to particular Notes in any jurisdiction
shall not constitute an offer in that jurisdiction of any of the other Notes
covered by this Prospectus.
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.
2
<PAGE>
AVAILABLE INFORMATION
Citicorp is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and officers, their remuneration, options granted to them, the
principal holders of securities of Citicorp and any material interest of such
persons in transactions with Citicorp is disclosed in proxy statements
distributed to stockholders of Citicorp and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
concerning Citicorp also may be inspected at the offices of the New York Stock
Exchange, the American Stock Exchange, the Midwest Stock Exchange and the
Pacific Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Citicorp are
incorporated as of their respective filing dates in this Prospectus by
reference:
(1) Annual Report and Form 10-K for the fiscal year ended December 31,
1993, filed pursuant to Section 13 of the Exchange Act; and
(2) Current Report on Form 8-K dated January 18, 1994, filed pursuant
to Section 13 of the Exchange Act.
All reports subsequently filed by Citicorp pursuant to Sections 13(a) and
(c) of the Exchange Act and any definitive proxy or information statements filed
pursuant to Section 14 of the Exchange Act in connection with any subsequent
stockholders' meeting and any reports filed pursuant to Section 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering of the Notes offered hereby shall be incorporated by reference into
this Prospectus and be a part hereof. Any statement contained herein or in a
document incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated by reference
herein or in the accompanying Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not, except as so
modified or superseded, constitute a part of this Prospectus.
Citicorp will provide without charge to each person to whom this Prospectus
is delivered, on the request of any such person, a copy of any and all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Written or telephone requests should be directed to Citicorp,
399 Park Avenue, New York, New York 10043, Attention: Investor Relations
Department, (212) 559-2718.
3
<PAGE>
CITICORP
Citicorp, whose principal subsidiary is Citibank, N.A. ("Citibank"), is a
holding company incorporated under the laws of the State of Delaware on December
4, 1967. The principal office of Citicorp is located at 399 Park Avenue, New
York, New York 10043; its telephone number is (212) 559-1000. Through its
subsidiaries and affiliates, including Citibank, Citicorp is a global financial
services organization serving the financial needs of individuals, businesses,
governments and financial institutions in the United States and throughout the
world.
Holding Company
Citicorp is a legal entity separate and distinct from Citibank and its
other subsidiaries and affiliates. The proceeds of Citicorp debt and equity
issuances are provided to its subsidiaries both as equity investments and
advances or are held in liquid investments. Citicorp derives revenues through
interest payments and dividends on its subsidiary advances and investments and
from earnings on its liquid asset portfolio. These revenues are used to defray
Citicorp's operating expenses, service its debt and pay dividends to holders of
its preferred and common shares.
There are various legal limitations on the extent to which Citicorp's bank
subsidiaries may extend credit, pay dividends or otherwise supply funds to
Citicorp. The approval of the Office of the Comptroller of the Currency is
required if total dividends declared by a national bank in any calendar year
exceed net profits (as defined) for that year combined with its retained net
profits for the preceding two years. In addition, dividends for such a bank may
not be paid in excess of the bank's undivided profits after deducting statutory
bad debts in excess of the bank's allowance for credit losses. State-chartered
bank subsidiaries are subject to dividend limitations imposed by applicable
state law. Citicorp's national and state-chartered bank subsidiaries can declare
dividends to their respective parent companies in 1994, without regulatory
approval, of approximately $2.3 billion, adjusted by the effect of their net
income (or net loss) for 1994 up to the date of any such dividend declaration.
In determining whether and to what extent to pay dividends, each bank subsidiary
must also consider the effect of dividend payments on applicable risk-based
capital and leverage ratio requirements as well as policy statements of the
federal regulatory agencies that indicate that banking organizations should
generally pay dividends out of current operating earnings. Consistent with these
considerations, Citicorp estimates that its bank subsidiaries can declare
approximately $1.8 billion of the available $2.3 billion, adjusted by the effect
of their net income (or net loss) up to the date of any such dividend
declaration.
Citicorp also derives dividends from its non-bank subsidiaries, including
the holding company that owns many of Citicorp's domestic banks. These
subsidiaries are not subject to regulatory restrictions on their payment of
dividends to Citicorp, except that the approval of the Office of Thrift
Supervision may be required if total dividends declared by a savings association
in any calendar year exceed amounts specified in that agency's regulations. In
addition, there are numerous governmental requirements and regulations that
affect the activities of Citicorp and its bank and non-bank subsidiaries.
Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of such policy, Citicorp may be required to commit resources to its
subsidiary banks in circumstances where it might not do so absent such policy.
Because Citicorp is a holding company, its rights and the rights of its
creditors, including the holders of the Notes offered hereby, to participate in
the assets of any subsidiary upon the latter's liquidation or recapitalization
will be subject to the prior claims of the subsidiary's creditors, except to the
extent that Citicorp may itself be a creditor with recognized claims against the
subsidiary.
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USE OF PROCEEDS
Citicorp intends to apply the net proceeds from the sale of the Notes to
its general funds to be used by its management for corporate purposes,
principally to fund investments in, or extensions of credit to, banking and
non-banking subsidiaries. Except as otherwise described in a Prospectus
Supplement, specific allocations of the proceeds to such purposes will not have
been made at the date of the applicable Prospectus Supplement, although the
management of Citicorp will have determined that funds should be borrowed at
that time in anticipation of future funding requirements of the subsidiaries.
The precise amount and timing of such investments in and extensions of credit to
the subsidiaries will depend upon their funding requirements and the
availability of other funds to Citicorp and its subsidiaries.
If Notes are issued to one or more persons in exchange for outstanding debt
securities and resold by such persons, the accompanying Prospectus Supplement
will set forth the aggregate principal amount of securities which Citicorp will
receive in exchange therefor and which will thereupon cease to be outstanding,
the residual cash payment, if any, which Citicorp may receive from such person
or such person may receive from Citicorp, as the case may be, the date from
which Citicorp will pay to such person interest accrued on the debt securities
to the closing date and an estimate of Citicorp's expenses in respect of the
offering of the Notes.
RATIOS OF INCOME TO FIXED CHARGES
For the fiscal years ended December 31, 1993, 1992, 1991, 1990 and 1989,
Citicorp's consolidated ratios of income to fixed charges, computed as set forth
below, were as follows:
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income to Fixed Charges:
Excluding Interest on Deposits.................... 1.44 1.24 0.96 1.09 1.13
Including Interest on Deposits.................... 1.18 1.09 0.99 1.03 1.06
</TABLE>
Income for the year ended December 31, 1991 was inadequate to cover fixed
charges by $237 million. For purposes of computing the consolidated ratio of
income to fixed charges, income represents net income (loss) (before
extraordinary item and cumulative effects of accounting changes) plus income
taxes and fixed charges. Fixed charges, excluding interest on deposits,
represent interest expense (except interest paid on deposits) and the interest
factor included in rents. Fixed charges, including interest on deposits,
represent all interest expense and the interest factor included in rents.
DESCRIPTION OF NOTES
The Senior Notes offered hereby are to be issued under an 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 the first supplemental indenture thereto, is
referred to herein as the "Senior Indenture").
The Subordinated Notes offered hereby are to be issued under an indenture
dated as of April 1, 1991 (the "Original Subordinated Indenture"), 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 (the "First Supplemental
Indenture") between Citicorp and the Subordinated Trustee (the Original
Subordinated Indenture together with the First Supplemental Indenture is
referred to herein as the "Subordinated Indenture"). The First Supplemental
Indenture was entered into in response to an interpretation of the staff of the
Board of Governors of the Federal Reserve System concerning capital treatment of
subordinated debt and amended the Original Subordinated Indenture by removing a
restrictive covenant relating to liens on the stock of Citibank and by narrowing
the definition of "Event of Default" to provide that the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) for
Citicorp or substantially all of its property (rather than a substantial part of
its property) is an Event of Default. These amendments do not apply to any
series of Subordinated Notes issued prior to the execution of the First
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Supplemental Indenture (the "Original Subordinated Notes") and, therefore,
holders of Original Subordinated Notes could be entitled to demand immediate
payment of their securities upon the occurrence of certain events of bankruptcy
or insolvency which would not entitle the holders of Subordinated Notes offered
hereby or issued since the execution of the First Supplemental Indenture to
demand such payment.
A copy of each of the Senior Indenture and the Subordinated Indenture (each
an "Indenture" and together the "Indentures") is incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part. The
following summaries of certain provisions of the Indentures do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the applicable Indenture, including the definition therein
of certain terms.
Each Indenture provides that Notes, in addition to the Notes previously
issued under such Indenture, may be issued in separate series thereunder without
limitation as to aggregate principal amount, as authorized from time to time by,
or pursuant to resolutions of, Citicorp's Board of Directors. (Indentures
ss.301.)
The Notes may be issued from time to time in one or more series. The
particular terms of each series of Notes offered by a Prospectus Supplement will
be described in such Prospectus Supplement relating to such series.
The Senior Notes of each series will be unsecured and will rank pari passu
with all other unsecured and unsubordinated indebtedness of Citicorp. The
Subordinated Notes of each series 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 creating or evidencing
the same, or pursuant to which the same is outstanding, it is provided that such
indebtedness is junior to the Subordinated Notes.
Citicorp may offer under this Prospectus series of Notes under indentures
or documentation containing provisions which may differ from those included in
the Indentures or any indenture or documentation applicable to other outstanding
series of Citicorp indebtedness, provided that the material provisions of the
indenture or documentation under which such series of Notes is issued are
described in the Prospectus Supplement relating to such series of Notes.
General
The applicable Prospectus Supplement will describe the following terms of
the Notes of each series: (1) the title of the Notes and whether they are
Subordinated Notes or Senior Notes; (2) any limit on the aggregate principal
amount of the Notes; (3) whether the Notes are to be issuable as Registered
Notes or Bearer Notes (each as defined below) or both, whether any of the Notes
are to be issuable initially in temporary global form and whether any of the
Notes are to be issuable in permanent global form; (4) the price or prices
(expressed as a percentage of the aggregate principal amount thereof) at which
the Notes will be issued; (5) the date or dates on which the Notes will mature;
(6) the rate or rates per annum at which the Notes will bear interest, if any,
or the formula pursuant to which such rate or rates will be determined, and the
date or dates from which any such interest will accrue; (7) the Interest Payment
Dates on which any such interest on the Notes will be payable and the Regular
Record Date for any interest payable on any Registered Notes on any Interest
Payment Date; (8) the Person to whom any interest on any Registered Note of such
series will be payable, if other than the Person in whose name that Note (or one
or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Note of such series will be payable, if otherwise than
upon presentation and surrender of coupons appertaining thereto, and the extent
to which, or the manner in which, any interest payable on a temporary global
Note on an Interest Payment Date will be paid if other than in the manner
described under "Temporary Global Notes" below and the extent to which, or the
manner in which, any interest payable on a permanent global Note on an Interest
Payment Date will be paid; (9) each office or agency where, subject to the terms
of the applicable Indenture as described below under "Payment and Paying
Agents," the principal of and any premium and interest on the Notes will be
payable and each office or agency where, subject to the terms of the applicable
Indenture as described below under "Form, Exchange, Registration and Transfer,"
the Notes may be presented for registration of transfer or exchange; (10) the
period or periods within which and the price or prices at which the Notes may,
pursuant to any optional redemption provisions, be redeemed, in whole or in
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part, and the other detailed terms and provisions of any such optional
redemption provisions; (11) the obligation, if any, of Citicorp to redeem or
purchase the Notes pursuant to any sinking fund or analogous provisions or at
the option of the Holder thereof and the period or periods within which and the
price or prices at which the Notes will be redeemed or purchased, in whole or in
part, pursuant to such obligation, and the other detailed terms and provisions
of such obligation; (12) the denominations in which any Registered Notes will be
issuable, if other than denominations of $1,000 and any integral multiple
thereof, and the denomination or denominations in which Bearer Notes will be
issuable, if other than denominations of $5,000; (13) the currency or currency
units of payment of principal of and any premium and interest on the Notes, if
other than U.S. dollars; (14) any index or formula used to determine the amount
of payments of principal of and any premium on the Notes; (15) if applicable,
the fact that the terms of the applicable Indenture described below under
"Defeasance and Covenant Defeasance" will not apply to such series; (16) the
application, if any, of the terms of the applicable Indenture described below
under "Assumption of Obligations" to any series of Notes issuable as Bearer
Notes; (17) any additional restrictive covenants included for the benefit of the
holders of such Notes; (18) any additional Events of Default provided with
respect to such Notes; (19) information with respect to book-entry procedures,
if any; and (20) any other terms of the Notes not inconsistent with the
provisions of the applicable Indenture. (Indentures ss.301.) Any such Prospectus
Supplement will also describe any special provisions for the payment of
additional amounts with respect to the Notes of such series. If Citicorp has an
obligation to redeem or purchase the Notes at the option of the Holder thereof
as provided in the applicable Prospectus Supplement pursuant to clause (11)
above, Citicorp will comply with any applicable provisions of Section 14(e) of
the Exchange Act and the related rules and regulations in connection with such
redemption or purchase.
Notes of any series 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 upon the Stated Maturity thereof
and which provides that upon redemption or acceleration of the Maturity thereof
an amount less than the amount payable upon the Stated Maturity thereof and
determined in accordance with the terms of such Note shall become due and
payable. United States Holders of Original Issue Discount Notes having a
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 special United States federal
income tax considerations applicable to Notes issued at an original issue
discount, including Original Issue Discount Notes, and certain special United
States tax considerations applicable to any Notes which are denominated in a
currency or currency unit other than United States dollars, are described below
under "United States Taxation."
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the applicable Indenture would not necessarily afford
holders of either the Senior Notes or the Subordinated Notes protection in the
event of a sudden and dramatic decline in credit quality resulting from
takeovers, recapitalizations or similar restructurings.
Form, Exchange, Registration and Transfer
Notes of a series may be issued in registered form ("Registered Notes"), or
bearer form with coupons ("Bearer Notes") or any combination thereof. Each
Indenture also will provide that Notes of a series may be issued in temporary or
permanent global form. Unless otherwise indicated in an applicable Prospectus
Supplement, Bearer Notes (other than Bearer Notes in temporary or global form)
will have interest coupons attached. (Indentures ss.201.) See "Temporary Global
Notes" and "Permanent Global Notes."
In connection with its sale during the restricted period (as defined below
under "Limitations on Issuance of Euro-Notes"), no Euro-Senior Security or
Euro-Subordinated Security (together, "Euro-Notes") shall be delivered to any
location in the United States or its possessions and a Euro-Note (not including
a Note in temporary global form) may be delivered in definitive form only if,
prior to such delivery, the owner of such Euro-Note or the financial institution
or clearing organization through which the owner holds such Euro-Note, directly
or indirectly, provides a written certificate to Citicorp, in the form required
by the applicable Indenture, to the effect that (a) such Euro-Note is owned by a
person (other than a financial institution for purposes of resale during the
restricted period) who is not a United States person; (b) such Euro-Note is
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<PAGE>
owned by a United States person (other than a financial institution for purposes
of resale during the restricted period) who is (i) a foreign branch of a United
States financial institution or (ii) a United States person who acquired such
Euro-Note through the foreign branch of a United States financial institution
and who for purposes of this certification holds such Euro-Note through such
financial institution on the date of certification and, in either case, such
United States financial institution provides a certificate to Citicorp or the
distributor selling the Euro-Note stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as from time to time amended (the "Internal Revenue Code"), and the
regulations thereunder; or (c) such Euro-Note is owned by a financial
institution for purposes of resale during the restricted period and such
financial institution certifies that it has not acquired such Euro-Note for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions. Upon exchange of a portion
of a temporary global Note for an interest in a Euro-Note in permanent global
form, such certification must be given in connection with the exchange. In the
case of a Euro-Note in permanent global form, such certification must be given
in connection with the notation of a beneficial ownership interest therein upon
exchange of a portion of a temporary global Euro-Note. (Indentures ss.ss.303,
304.) See "Temporary Global Notes" and "Limitations on Issuance of Euro-Notes."
At the option of the Holder, subject to the terms of the applicable
Indenture, Registered Notes of any series will be exchangeable for other
Registered Notes of the same series of any authorized denominations and of a
like aggregate principal amount and tenor. In addition, if Notes of any series
are issuable as both Registered Notes and Bearer Notes, at the option of the
Holder, subject to the terms of such Indenture, Bearer Notes (with all unmatured
coupons, except as provided below, and with all matured coupons in default) of
such series will be exchangeable for Registered Notes of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Bearer Notes surrendered in exchange for Registered Notes between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest and interest will not be payable in respect of the
Registered Note issued in exchange for such Bearer Note, but will be payable
only to the Holder of such coupon when due in accordance with the terms of the
applicable Indenture. Registered Notes, including Registered Notes received in
exchange for Bearer Notes, may not be exchanged for Bearer Notes. (Indentures
ss.305.) Each Bearer Note and any coupons appertaining thereto will bear a
legend to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." (Indentures ss.201.)
Notes may be presented for exchange as provided above, and Registered Notes
may be presented for registration of transfer (with the form of transfer
endorsed thereon duly executed), at the office of the Security Registrar or at
the office of any transfer agent designated by Citicorp for such purpose with
respect to any series of Notes and referred to in an applicable Prospectus
Supplement without a service charge and upon payment of any taxes and other
governmental charges as described in the applicable Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as
the case may be, being satisfied with the documents of title and identity of the
person making the request. Citicorp has appointed Citibank as Security
Registrar. (Indentures ss.305.) If a Prospectus Supplement refers to any
transfer agents (in addition to the Security Registrar) initially designated by
Citicorp with respect to any series of Notes, Citicorp may at any time rescind
the designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that if Notes of a series are
issuable solely as Registered Notes, Citicorp will be required to maintain a
transfer agent in each Place of Payment for such series and, if Notes of a
series are issuable as Bearer Notes, Citicorp will be required to maintain (in
addition to the Security Registrar) a transfer agent in a Place of Payment for
such series located outside the United States and its possessions. Citicorp may
at any time designate additional transfer agents with respect to any series of
Notes. (Indentures ss.1002.)
In the event of any redemption in part, Citicorp shall not be required to
(i) issue, register the transfer of or exchange any Note during a period
beginning at the opening of business 15 days before any selection for redemption
of Notes of like tenor and of the series of which such Note is a part, and
ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Notes of
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like tenor and of such series to be redeemed; (ii) register the transfer of or
exchange any Registered Note so selected for redemption, in whole or in part,
except the unredeemed portion of any Note being redeemed in part; or (iii)
exchange any Bearer Note so selected for redemption, except to exchange such
Bearer Note for a Registered Note of that series and like tenor which is
immediately surrendered for redemption. (Indentures ss.305.)
Payment and Paying Agents
Unless otherwise indicated in an applicable Prospectus Supplement and
provided that the certificate described above under "Form, Exchange,
Registration and Transfer" has been received, principal of and any premium and
interest on Bearer Notes will be payable, subject to any applicable laws and
regulations, at the offices of such Paying Agents outside the United States and
its possessions as Citicorp may designate from time to time, at the option of
the Holder, by check or by transfer to an account maintained by the payee with a
financial institution located outside the United States and its possessions.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on a Bearer Note on any Interest Payment Date will be made only against
surrender to the Paying Agent of the coupon relating to such Interest Payment
Date. (Indentures ss.1001.) No payment with respect to any Bearer Note will be
made at any office or agency of Citicorp in the United States or its possessions
or by check mailed to any address in the United States or its possessions or by
transfer to any account maintained with a financial institution located in the
United States or its possessions. Notwithstanding the foregoing, payments of
principal of and any premium and interest on Bearer Notes denominated and
payable in U.S. dollars will be made at the office of the Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment of the full
amount thereof in U.S. dollars at all offices or agencies outside the United
States and its possessions is illegal or effectively precluded by exchange
controls or other similar restrictions. (Indentures ss.1002.)
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest on Registered Notes will be payable,
subject to any applicable laws and regulations, at the office of such Paying
Agent or Paying Agents as Citicorp may designate from time to time, except that
at the option of Citicorp payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register. (Indentures ss.201.) Unless otherwise indicated in an
applicable Prospectus Supplement, payment of interest on a Registered Note on
any Interest Payment Date will be made to the Person in whose name such
Registered Note (or Predecessor Note) is registered at the close of business on
the Regular Record Date for such interest. (Indentures ss.307.)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of Citibank in The City of New York will be designated as
a Paying Agent for Citicorp for payments with respect to Notes of each series
which are issuable solely as Registered Notes and as a Paying Agent for payments
with respect to Notes of each series (subject to the limitations described above
in the case of Bearer Notes) which are issuable solely as Bearer Notes or as
both Registered Notes and Bearer Notes. Any Paying Agents outside the United
States and its possessions and any other Paying Agents in the United States or
its possessions initially designated by Citicorp for the Notes of each series
will be named in an applicable Prospectus Supplement. Citicorp may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that if Notes of a series are issuable solely as Registered Notes,
Citicorp will be required to maintain a Paying Agent in each Place of Payment
for such series and, if Notes of a series are issuable as Bearer Notes, Citicorp
will be required to maintain (i) a Paying Agent in the Borough of Manhattan, The
City of New York for payments with respect to any Registered Notes of the series
(and for payments with respect to Bearer Notes of the series in the
circumstances described above, but not otherwise) and (ii) a Paying Agent in a
Place of Payment located outside the United States and its possessions where
Notes of such series and any coupons appertaining thereto may be presented and
surrendered for payment; provided, however, that if the Notes of such series are
listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited (the "London Stock Exchange"), the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and its
possessions and such stock exchange shall so require, Citicorp will maintain a
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Paying Agent in London, Luxembourg or any other required city located outside
the United States and its possessions, as the case may be, for the Notes of such
series. (Indentures ss.1002.)
After notice by publication, all moneys paid by Citicorp to a Paying Agent
for the payment of the principal of and any premium or interest on any Note of
any series which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to Citicorp
and the Holder of such Note or any coupon appertaining thereto will thereafter
look only to Citicorp for payment thereof. (Indentures ss.1003.)
Temporary Global Notes
All Euro-Notes will initially be represented by one or more temporary
global Notes, without interest coupons, to be deposited with a common depositary
in London for the Euroclear System ("Euroclear") and CEDEL S.A. ("CEDEL") for
credit to the designated accounts. On and after the date determined as provided
in any such temporary global Note and described in an applicable Prospectus
Supplement (the "Exchange Date"), each such temporary global Note will be
exchanged for definitive Bearer Notes, definitive Registered Notes or all or a
portion of a permanent global Note, or any combination thereof, as specified in
an applicable Prospectus Supplement, but, unless otherwise specified in an
applicable Prospectus Supplement, only upon receipt by Euroclear or CEDEL of
written certification in the form and to the effect described above under "Form,
Exchange, Registration and Transfer." No Note delivered in exchange for any
portion of a temporary global Note shall be delivered to any location in the
United States or its possessions in connection with such exchange. (Indentures
ss.304.)
Unless otherwise specified in an applicable Prospectus Supplement, interest
in respect of any portion of a temporary global Note payable in respect of an
Interest Payment Date occurring prior to the issuance of definitive Notes
(including a permanent global Note) will be paid to each of Euroclear and CEDEL
with respect to the portion of the temporary global Note held for its account
for which it provides certification in the form described above under "Form,
Exchange, Registration and Transfer." If an Interest Payment Date occurs prior
to the issuance of definitive Notes (including a permanent global Note), written
certification in the form and to the effect described above under "Form,
Exchange, Registration and Transfer" will be required to obtain an interest
payment, and upon receipt of such certification Euroclear or CEDEL, as the case
may be, will exchange the portion of the temporary global Note relating to such
certification for an interest in a permanent global Note (unless the account
holder requests that such portion be exchanged for a definitive Registered Note
or Notes or a definitive Bearer Note or Notes). (Indentures ss.304.)
Permanent Global Notes
If any Notes of a series are issuable in permanent global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such permanent global Note may
exchange such interests for Notes of such series and of like tenor and principal
amount in any authorized form and denomination. No Bearer Note delivered in
exchange for any portion of a permanent global Note shall be delivered to any
location in the United States or its possessions in connection with such
exchange. (Indentures ss.305.) Principal of and any premium and interest on any
permanent global Note will be payable in the manner described in the applicable
Prospectus Supplement. (Indentures ss.304.)
Limitations on Liens on Stock of Citibank
Citicorp has covenanted in the Senior Indenture that, so long as any of the
Senior Notes issued thereunder which mature more than ten years after their
issuance are Outstanding, it will not create, incur, assume or suffer to exist
any mortgage, pledge, security interest or other encumbrance, as security for
indebtedness for borrowed money, upon any shares of Voting Stock of Citibank
owned by Citicorp, without effectively providing that the Senior Notes issued
under such Indenture which mature more than ten years after their issuance shall
be secured equally and ratably with, or prior to, such indebtedness; provided,
however, that Citicorp shall be permitted to create, incur, assume or suffer to
exist any such mortgage, pledge, security interest or other encumbrance without
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regard to the foregoing provisions so long as after giving effect thereto
Citicorp will own at least 80% of the Voting Stock of Citibank then issued and
outstanding, free and clear of any such mortgage, pledge, security interest or
other encumbrance. For the purpose of this covenant, the term "Voting Stock" of
Citibank shall mean stock of any class or classes, however designated, having
ordinary voting power for the election of a majority of the board of directors
of Citibank, other than stock having such power only by reason of the happening
of a contingency. (Indentures ss.1005.) The foregoing covenant also applies to
the Original Subordinated Notes but is not a provision of the Subordinated
Indenture and does not apply to any series of Subordinated Notes.
Defaults; Events of Default
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be Events of Default under the Senior Indenture with respect to
any series of Senior Notes: (a) failure to pay principal of or any premium on
any Senior Note of that series at maturity; (b) failure to pay any interest on
any Senior Note of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Senior Note of
that series; (d) failure to perform any other covenant of Citicorp in the Senior
Indenture (other than a covenant included in the Senior Indenture solely for the
benefit of series of Senior Notes other than that series) continued for 60 days
after written notice of such default; (e) certain events of bankruptcy,
insolvency or reorganization of Citicorp or Citibank; and (f) any other Event of
Default provided with respect to Senior Notes of that series. (Senior Indenture
ss.501.)
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be "Defaults" under the Subordinated Indenture with respect to
any series of Subordinated Notes: (a) failure to pay principal of or any premium
on any of the Subordinated Notes of that series at maturity; (b) failure to pay
any interest on any Subordinated Note of that series when due, continued for 30
days; (c) failure to perform any other covenant of Citicorp in the Subordinated
Indenture (other than a covenant included in the Subordinated Indenture solely
for the benefit of series of Subordinated Notes other than that series)
continued for 60 days after written notice of such default; (d) any Event of
Default; and (e) any other Default provided with respect to Subordinated Notes
of that series. (Subordinated Indenture ss.503.) Unless otherwise provided in
the applicable Prospectus Supplement, the following will be the Events of
Default under the Subordinated Indenture with respect to any series of
Subordinated Notes: (x) certain events of bankruptcy, insolvency or
reorganization of Citicorp; and (y) any other Event of Default provided with
respect to Subordinated Notes of that series. (Subordinated Indenture ss.501.)
Unless an Event of Default has occurred and shall be continuing with respect to
a series of Subordinated Notes, neither the holders of such Subordinated Notes
nor the Subordinated Trustee may declare the acceleration of the payment of
principal or premium, if any, of such Subordinated Notes under the Subordinated
Indenture.
Subject to the provisions of the applicable Indenture relating to the
duties of the related Trustee, in case an Event of Default with respect to
either the Senior Notes or the Subordinated Notes shall occur, or in case a
Default with respect to the Subordinated Notes shall occur and be continuing,
such Trustee will be under no obligation to exercise any of its rights or powers
under such Indenture at the request or direction of any of the holders of Notes
of any series or any related coupons unless such holders shall have offered to
such Trustee reasonable indemnity. (Indentures ss.ss.601, 603.) The holders of a
majority in aggregate principal amount of the Outstanding Notes of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to Notes of that series, provided
that such direction does not conflict with applicable law or the applicable
Indenture or have a substantial likelihood of involving the related Trustee in
personal liability. (Indentures ss.512.)
If an Event of Default with respect to Notes of any series at the time
Outstanding shall occur and be continuing, either the related Trustee or the
holders of at least 25% in aggregate principal amount of the Outstanding Notes
of that series may declare the principal, or, if any such Notes are Original
Issue Discount Notes, such lesser amounts as may be described in an applicable
Prospectus Supplement, of all such Outstanding Notes of that series to be due
and payable immediately. At any time after a declaration of acceleration with
respect to Notes of any series has been made but before a judgment or decree for
payment of money due has been obtained by such Trustee, the holders of a
majority in aggregate principal amount of Outstanding Notes of that series may
rescind any declaration of acceleration and its consequences, if all payments
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due (other than those due as a result of acceleration) have been made and all
Events of Default have been remedied or waived. (Indentures ss.502.)
No holder of any Notes of any series or any related coupons will have any
right to institute any proceeding with respect to the applicable Indenture or
for any remedy thereunder, unless such holder shall have previously given to the
related Trustee written notice of a continuing Event of Default, with respect to
the Senior Notes or the Subordinated Notes of that series, or of a continuing
Default with respect to the Subordinated Notes of that series, the holders of at
least 25% in aggregate principal amount of the Outstanding Notes of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, and the Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
Outstanding Notes of that series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days. (Indentures
ss.507.) However, such limitations do not apply to a suit instituted by a holder
of an Outstanding Note of that series for enforcement of payment of the
principal of, or any premium or interest on, such Note on or after the
respective due dates expressed in such Note. (Indentures ss.508.)
Citicorp is required to furnish to each Trustee annually a statement as to
its performance or fulfillment of covenants, agreements or conditions in the
applicable Indenture and as to the absence of defaults thereunder. (Indentures
ss.1004.)
Meetings, Modification and Waiver
Modifications and amendments of each Indenture may be made by Citicorp and
the related Trustee with the consent of the holders of not less than a majority
in aggregate principal amount of the Outstanding Notes of each series affected
by such modification or amendment; provided, however, that no such modification
or amendment may, without the consent of the holders of each Outstanding Note
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Note, (b) reduce the principal
amount of, or premium or interest on, any Note, (c) change any obligation of
Citicorp to pay additional amounts, (d) reduce the amount of principal of an
Original Issue Discount Note payable upon acceleration of the Maturity thereof,
(e) change the coin or currency in which any Note or any premium or interest
thereon is payable, (f) impair the right to institute suit for the enforcement
of any payment on or with respect to any Note, (g) reduce the percentage in
principal amount of Outstanding Notes of any series, the consent of whose
Holders is required for modification or amendment of the applicable Indenture or
for waiver of compliance with certain provisions of such Indenture or for waiver
of certain defaults, (h) reduce the requirements contained in such Indenture for
quorum or voting, (i) change any obligation of Citicorp to maintain an office or
agency in the places and for the purposes required by such Indenture, or (j)
modify any of the above provisions. (Indentures ss.902.) Under certain limited
circumstances and only upon the fulfillment of certain conditions, modifications
and amendments of such Indenture may be made by Citicorp and the related Trustee
without the consent of any holders of Outstanding Notes. (Indentures ss.901.)
The holders of at least a majority in aggregate principal amount of the
Outstanding Notes of a series may, on behalf of the holders of all the Notes of
that series, waive, insofar as that series is concerned, compliance by Citicorp
with certain restrictive provisions of the applicable Indenture. (Indentures
ss.1007.) The holders of not less than a majority in aggregate principal amount
of the Outstanding Notes of a series may, on behalf of all holders of Notes of
that series and any coupons appertaining thereto, waive any past default under
the applicable Indenture with respect to Notes of that series, except a default
(a) in the payment of principal of or any premium or interest on any Note of
such series or (b) in respect of a covenant or provision of the applicable
Indenture which cannot be modified or amended without the consent of the holders
of each Outstanding Note of such series affected. (Indentures ss.513.)
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or are
present at a meeting of holders of Notes for quorum purposes, (i) the principal
amount of an Original Issue Discount Note that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon acceleration of the Maturity thereof, and
(ii) the principal amount of a Note denominated in a foreign currency or
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currency unit shall be the U.S. dollar equivalent, determined on the date of
original issuance of such Note, of the principal amount of such Note or, in the
case of an Original Issue Discount Note, the U.S. dollar equivalent, determined
on the date of original issuance of such Note, of the amount determined as
provided in (i) above. (Indentures ss.101.)
Each Indenture contains provisions for convening meetings of the holders of
Notes of a series if Notes of that series are issuable as Bearer Notes.
(Indentures ss.1301.) A meeting may be called at any time by the Trustee, and
also, upon request, by Citicorp or the holders of at least 10% in aggregate
principal amount of the Outstanding Notes of such series, in any such case upon
notice given in accordance with "Notices" below. (Indentures ss.1302.) Except
for any consent which must be given by the holder of each Outstanding Note
affected thereby, as described above, any resolution presented at a meeting or
adjourned meeting at which a quorum is present may be adopted by the affirmative
vote of the holders of a majority in aggregate principal amount of the
Outstanding Notes of that series; provided, however, that, except for any
consent which must be given by the holder of each Outstanding Note affected
thereby, as described above, any resolution with respect to any consent, waiver,
request, demand, notice, authorization, direction or other action which may be
given by the holders of not less than a specified percentage in aggregate
principal amount of Outstanding Notes of a series may be adopted at a meeting or
an adjourned meeting at which a quorum is present only by the affirmative vote
of the holders of not less than such specified percentage in aggregate principal
amount of the Outstanding Notes of that series. Any resolution passed or
decision taken at any meeting of holders of Notes of any series duly held in
accordance with the applicable Indenture will be binding on all holders of Notes
of that series and the related coupons. The quorum at any meeting called to
adopt a resolution, and at any adjourned meeting, will be Persons holding or
representing a majority in aggregate principal amount of the Outstanding Notes
of a series; provided, however, that if any action is to be taken at such
meeting with respect to a consent, waiver, request, demand, notice,
authorization, direction or other action which may be given by the holders of
not less than a specified percentage in aggregate principal amount of the
Outstanding Notes of a series, the Persons holding or representing such
specified percentage in aggregate principal amount of the Outstanding Notes of
such series will constitute a quorum. (Indentures ss.1304.)
Consolidation, Merger and Sale of Assets
Citicorp may, without the consent of the holders of any of the Outstanding
Notes of a series, consolidate with, merge into or transfer its assets
substantially as an entirety to any corporation organized under the laws of any
domestic or foreign jurisdiction, provided that (i) the successor corporation
assumes Citicorp's obligations on the Notes of each series and under the
applicable Indenture, (ii) after giving effect thereto, with respect to the
Senior Notes, no Event of Default and no event which, after notice or lapse of
time, or both, would become an Event of Default shall have occurred and be
continuing, (iii) after giving effect thereto, with respect to the Subordinated
Notes, no Default, and no event which, after notice or lapse of time, or both,
would become a Default, shall have happened and be continuing, and (iv) certain
other conditions are met. (Indentures ss.ss.801, 802.)
Assumption of Obligations
If so specified in an applicable Prospectus Supplement for a series of
Notes issuable as Bearer Notes, Citicorp may elect at any time to assign to a
Subsidiary or an Affiliate of Citicorp, and cause such Subsidiary or Affiliate
to assume, the obligations of Citicorp for the due and punctual payment of the
principal of and any premium and interest on all the Notes of such series and
the performance of every covenant of the applicable Indenture, except as
described below, on the part of Citicorp to be performed or observed with
respect to the Notes of such series, provided that (i) Citicorp has the right to
redeem the Notes of such series in the event of certain changes involving United
States taxes or the imposition of certain reporting requirements as expressly
described in the applicable Prospectus Supplement and the circumstances and
conditions expressly described in such Prospectus Supplement giving rise to
Citicorp's right so to redeem the Notes of such series have occurred, are in
effect and have been satisfied, as the case may be, (ii) no payment of principal
of or any premium or interest on any of the Notes of such series is overdue,
(iii) Citicorp unconditionally guarantees the performance of the obligations of
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such Subsidiary or Affiliate under the applicable Indenture and under the Notes
of such series, (iv) Citicorp and such Subsidiary or Affiliate each agrees to
indemnify the holder of each Note of such series against (A) any tax, assessment
or governmental charge which is imposed on such holder by a jurisdiction other
than the United States or any political subdivision or taxing authority thereof
or therein with respect to, and which is withheld on the making of, the payment
of the principal of or any premium or interest on such Note, and which would not
have been so imposed and withheld had such assignment and assumption not been
made, (B) any tax, assessment or governmental charge imposed on or relating to
the act of assignment and assumption and (C) any costs or expenses of the act of
assignment and assumption, (v) after giving effect thereto, no Event of Default
with respect to the Senior Notes or the Subordinated Notes and no Default with
respect to the Subordinated Notes, and no event which, after notice or lapse of
time, or both, would become an Event of Default or Default, respectively, shall
have occurred and be continuing, and (vi) certain other conditions are met.
(Indentures ss.803.) Notwithstanding any assignment and assumption with respect
to the Notes of a series as described in this paragraph, Citicorp will remain
unconditionally obligated to comply with such provisions of each Indenture as
may be required to comply with applicable law and, with respect to the Senior
Notes and the Original Subordinated Notes, Citicorp shall remain unconditionally
obligated to comply with the covenant described above under "Limitations on
Liens on Stock of Citibank" with respect to the Notes and Original Subordinated
Notes. (Indentures ss.ss.803, 804.)
Notices
Except as otherwise provided in the applicable Indenture, notices to
holders of Bearer Notes will be given by publication at least twice in a daily
newspaper of general circulation in The City of New York and in such other city
or cities as may be specified in such Notes. Notices to holders of Registered
Notes will be given by mail to the addresses of such holders as they appear in
the Security Register. (Indentures ss.ss.101, 106.)
Title
Title to any Bearer Notes (including Bearer Notes in temporary global form
and in permanent global form) and any coupons appertaining thereto will pass by
delivery. Citicorp, the related Trustee and any agent of Citicorp or such
Trustee may treat the bearer of any Bearer Note and the bearer of any coupon and
the registered owner of any Registered Note as the absolute owner thereof
(whether or not such Note or coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Indentures ss.308.)
Replacement of Notes and Coupons
Any mutilated Note or a Note with a mutilated coupon appertaining thereto
will be replaced by Citicorp at the expense of the holder upon surrender of such
Note to the related Trustee. Notes or coupons that become destroyed, lost or
stolen will be replaced by Citicorp at the expense of the Holder upon delivery
to such Trustee of evidence of the destruction, loss or theft thereof
satisfactory to Citicorp and such Trustee; in the case of any coupon which
becomes destroyed, lost or stolen, such coupon will be replaced by issuance of a
new Note in exchange for the Note to which such coupon appertains. In the case
of a destroyed, lost or stolen Note or coupon, an indemnity satisfactory to such
Trustee and Citicorp may be required at the expense of the holder of such Note
or coupon before a replacement Note will be issued. (Indentures ss.306.)
Defeasance and Covenant Defeasance
Unless otherwise specified in an applicable Prospectus Supplement for a
series of Notes, Citicorp may cause itself (i) to be discharged from any and all
obligations with respect to such Notes (subject to the terms of the applicable
Indenture) ("defeasance") and/or (ii) to be released from its obligations
described above under "Limitations on Liens on Stock of Citibank" with respect
to the Senior Notes or Original Subordinated Notes ("covenant defeasance"), upon
the deposit with the related Trustee (or other qualifying trustee), in trust for
such purpose, of money and/or U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient, without reinvestment, to pay the principal of and
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any premium or interest on such Notes to Maturity or redemption, as the case may
be, and any mandatory sinking fund or analogous payments thereon. As a condition
to defeasance or covenant defeasance, Citicorp must deliver to the related
Trustee an Opinion of Counsel to the effect that the holders of such Notes will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such defeasance or covenant defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance or covenant
defeasance had not occurred. Such Opinion, in the case of defeasance under
clause (i) above, must refer to and be based upon a published ruling of the
Internal Revenue Service or changes in applicable United States federal income
tax law occurring after the date of the applicable Indenture. (Indentures
Article Fourteen.)
Defeasance by Citicorp with respect to the Notes of a series is permitted
notwithstanding Citicorp's prior covenant defeasance with respect to such
series. Following a defeasance, payment of such Notes may not be accelerated
because of an Event of Default or a Default. (Indentures ss.1402.) Following a
covenant defeasance, payment of Senior Notes or the Original Subordinated Notes
may not be accelerated by reference to the covenant noted under clause (ii)
above. (Senior Indenture ss.1403, Subordinated Indenture ss.1402.) However, if
such an acceleration were to occur, the realizable value at the acceleration
date of the money and U.S. Government Obligations in the defeasance trust could
be less than the principal and interest then due on such Notes, in that the
required deposit in the defeasance trust is based upon scheduled cash flows
rather than market value, which will vary depending upon interest rates and
other factors.
Subordination
With respect to Notes issued pursuant to the Subordinated Indenture, such
Subordinated Notes shall be subordinate and junior in right of payment, to the
extent set forth in such Indenture, to all Senior Indebtedness (as defined
below) of Citicorp. In the event that Citicorp shall default in the payment of
any principal of (or premium, if any) or interest on any Senior Indebtedness
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities, by set-off or otherwise)
shall be made or agreed to be made on account of the principal of or interest on
the indebtedness evidenced by the Subordinated Notes, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Subordinated
Notes. In the event of (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to Citicorp, its creditors or its property, (b) any
proceeding for the liquidation, dissolution or other winding-up of Citicorp,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (c) any assignment by Citicorp for the benefit of creditors or (d)
any other marshalling of the assets of Citicorp, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution
under the Subordinated Notes, whether in cash, securities or other property,
shall be made to any Subordinated Note holders. In such event, any payment or
distribution under the Subordinated Notes, whether in cash, securities or other
property (other than securities of Citicorp or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is
subordinate at least to the extent provided in the subordination provisions with
respect to the Subordinated Notes to the payment of all Senior Indebtedness at
the time outstanding, and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), which would otherwise (but for
those subordination provisions) be payable or deliverable in respect of the
Subordinated Notes, shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. If any
payment or distribution under the Subordinated Notes, of any character whether
in cash, securities or other property (other than securities of Citicorp or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Notes, to the payment
of all Senior Indebtedness at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), shall
be received by any holder of any Subordinated Notes in contravention of any of
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the terms hereof and before all the Senior Indebtedness shall have been paid in
full, such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred, to the
holders of the Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
such Senior Indebtedness in full (Subordinated Indenture ss.1501.)
"Senior Indebtedness" means any obligation of Citicorp to its creditors,
whether now outstanding or subsequently incurred, other than (a) all notes or
obligations which may be issued under the indenture, dated as of June 30, 1975,
between Citicorp and The First National Bank of Boston, as trustee, as the same
may be amended from time to time; (b) all subordinated securities and
subordinated capital notes issued or which may be issued under the respective
Indentures, dated as of April 15, 1985 and April 1, 1986, each between Citicorp
and the Subordinated Trustee, as the same may be amended from time to time; (c)
any obligation as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
is not Senior Indebtedness (including, without limitation, all other unsecured
and subordinated indebtedness of Citicorp.); (d) obligations evidenced by the
guarantees of the (i) Floating Rate Guaranteed Subordinated Capital Notes Due
May 10, 1996 issued by Citicorp Person-to-Person, Inc. ("Person-to-Person")
under the indenture, dated as of April 1, 1984, among Person-to-Person, Citicorp
and the Subordinated Trustee (on September 30, 1987, Person-to-Person was merged
into Citicorp Mortgage, Inc. ("CMI") and CMI assumed all obligations of
Person-to-Person), (ii) Guaranteed Floating Rate Subordinated Capital Notes Due
January 30, 1997 issued under the indenture, dated as of January 30, 1985, among
Person-to-Person, Citicorp and Morgan Guaranty Trust Company of New York, as
trustee (as of April 30, 1985, Citicorp Banking Corporation ("CBC") assumed such
obligations of Person-to-Person), (iii) Guaranteed Floating Rate Subordinated
Capital Notes Due July 10, 1997 issued by CBC under the indenture, dated as of
July 10, 1985, among CBC, Citicorp and Morgan Guaranty Trust Company of New
York, as trustee, and (iv) all other guarantees of other notes or obligations
which may be issued under such indentures as the same may be amended from time
to time; and (e) any subordinated securities issued under the Original
Subordinated Indenture or the Subordinated Indenture, including Subordinated
Notes. (Subordinated Indenture ss.101.)
Neither Indenture limits the issuance of additional Senior Indebtedness.
Because Citicorp is a holding company, its rights and the rights of its
creditors, including the holders of the Subordinated Notes to be offered, to
participate in the assets of any subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that Citicorp may itself be a creditor with
recognized claims against the subsidiary.
Governing Law
Each Indenture, the Notes and the coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Indentures
ss.113.)
Concerning the Trustees
United States Trust Company of New York, the Senior Trustee, has its
principal corporate trust office at 114 West 47th Street, New York, New York
10036 and is also trustee under several other Citicorp indentures under which
unsecured debt securities are currently outstanding.
Chemical Bank, the Subordinated Trustee, has its principal corporate trust
office at 450 West 33rd Street, New York, New York 10001, and is also trustee
under several other Citicorp indentures under which subordinated unsecured debt
securities are currently outstanding and under several other indentures of an
affiliate of Citicorp under which securities are currently outstanding that are
guaranteed on a subordinated and unsecured basis by Citicorp.
Citicorp or its affiliates maintain certain accounts and other banking
relationships with each Trustee or certain affiliates of each Trustee.
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Limitations on Issuance of Euro-Notes
In compliance with United States federal tax laws and regulations,
Euro-Notes may not be offered or sold during the restricted period (as defined
below) in the United States or its possessions or to a United States person
(each as defined below) other than an exempt purchaser (as defined below).
Furthermore, in compliance with such federal tax laws and regulations,
Euro-Notes may not be delivered, in connection with the sale thereof during the
restricted period, in definitive form within the United States or its
possessions.
Citicorp will not offer or sell the Euro-Notes during the restricted period
to a person who is within the United States or its possessions or to a United
States person other than an exempt purchaser, and any underwriter, agent and
dealer participating in the offering of Euro-Notes must covenant that: (i) it
has not and will not offer or sell the Euro-Notes during the restricted period
to a person who is within the United States or its possessions or to a United
States person other than an exempt purchaser; (ii) it has in effect, in
connection with the offer and sale of the Euro-Notes during the restricted
period, procedures reasonably designed to ensure that its employees or agents
who are directly engaged in selling the Euro-Notes are aware that the Euro-Notes
cannot be offered or sold during the restricted period to a person who is within
the United States or its possessions or who is a United States person (other
than an exempt purchaser); (iii) it will not permit any affiliate (within the
meaning of Section 1.163-5(c)(2)(i)(D)(4)(iii) of the regulations issued under
the Internal Revenue Code (the "Treasury Regulations")) to acquire any Euro-Note
for the purpose of offering or selling it during the restricted period unless
such affiliate provides it (for the benefit of Citicorp) with the covenants
contained in this paragraph; (iv) it will not deliver any Euro-Notes, in
connection with the sale thereof during the restricted period, in definitive
form within the United States or its possessions; (v) it will not enter into any
written contract with another distributor (within the meaning of Section
1.163-5(c)(2)(i)(D)(4) of the Treasury Regulations) to offer or sell the
Euro-Notes during the restricted period unless such distributor provides it (for
the benefit of Citicorp) with the covenants contained in this paragraph; and
(vi) if it is a United States person, it is acquiring the Euro-Notes for
purposes of resale in connection with their original issuance and if it retains
the Euro-Notes for its own account, it will only do so in accordance with the
requirements of Section 1.163-5(c)(2)(i)(D)(6) of the Treasury Regulations.
For purposes of the selling restrictions described in this section, an
offer or sale will be considered to be made to a person who is within the United
States or its possessions if the offeror or seller of the Euro-Notes has an
address within the United States or its possessions for the offeree or buyer of
the Euro-Notes with respect to the offer or sale. Bearer Notes and any coupons
appertaining thereto (including Euro-Notes in permanent global form exchangeable
for Bearer Notes) will bear a legend to the following effect: "Any United States
person who holds this obligation will be subject to limitations under the United
States income tax laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code."
Purchasers of Euro-Notes may be affected by certain limitations under
United States tax laws. See "United States Taxation."
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, "United States" means the United States of America (including the States
and the District of Columbia) and "possessions" of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
Northern Mariana Islands, "restricted period" means with respect to a Note, the
period beginning on the earlier of the closing date or the first date on which
the Note is offered to persons other than distributors and ending on the
expiration of the 40-day period beginning on the closing date, except that,
notwithstanding the foregoing, any offer or sale of the Notes by Citicorp or a
distributor shall be deemed to be made during the restricted period if Citicorp
or the distributor holds the Note as part of an unsold allotment or
subscription, and "exempt purchaser" means (A) an exempt distributor (as defined
in Section 1.163-5(c)(2)(i)(D)(5) of the Treasury Regulations) that covenants
that it is buying the Euro-Notes for the purpose of resale in connection with
the original issuance thereof, and that if it retains the Euro-Notes for its own
account, it will do so only in accordance with the requirements of Section
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1.163-5(c)(2)(i)(D)(6) of the Treasury Regulations; (B) an international
organization described in Section 7701(a)(18) of the Internal Revenue Code; (C)
a foreign central bank (as defined in Section 895 of the Internal Revenue Code
and the Treasury Regulations thereunder); (D) a foreign branch of a United
States financial institution as described in Section 1.163-5(c)(2)(i)(D)(6)(i)
of the Treasury Regulations; and (E) a United States person who acquires the
Euro-Notes through the foreign branch of a United States financial institution
and who holds the Euro-Notes through such financial institution. Notwithstanding
the foregoing, however, (i) a person described in (A) of this paragraph will not
be considered an exempt purchaser with respect to offers to a non-United States
office of such person; (ii) a person described in (B) or (C) of this paragraph
will not be considered an international organization or a foreign central bank,
as the case may be, with respect to offers that are not made directly and
specifically to such person; (iii) a person described in (E) of this paragraph
will be considered an exempt purchaser only with respect to sales of the
Euro-Notes; and (iv) in the case of persons described in (D) or (E) of this
paragraph, the financial institution holding the Euro-Note provides a
certificate to Citicorp or the distributor selling the Euro-Note stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code and the Treasury Regulations thereunder.
FOREIGN CURRENCY RISKS
General
Notes may be denominated in such foreign currencies or currency units as
may be designated by Citicorp at the time of offering (the "Foreign Currency
Securities").
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY
SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
The information set forth below is directed to prospective purchasers of
Foreign Currency Securities who are United States residents and Citicorp
disclaims any responsibility to advise prospective purchasers who are residents
of countries other than the United States with respect to any matters that may
affect the purchase or holding of a Foreign Currency Security or the receipt of
payments of principal of and any premium and interest on a Foreign Currency
Security in a Specified Currency (as defined below under "United States Taxation
- -- Payment of Interest"). Such persons should consult their own legal advisors
with regard to such matters.
Exchange Rates and Exchange Controls
An investment in Foreign Currency Securities entails significant risks that
are not associated with a similar investment in a security denominated in U.S.
dollars. Such risks include, without limitation, the possibility of significant
changes in the rate of exchange between the U.S. dollar and the Specified
Currency and the possibility of the imposition or modification of foreign
exchange controls by either the United States or foreign governments. Such risks
generally depend on economic and political events over which Citicorp has no
control. In recent years, rates of exchange between the U.S. dollar and certain
foreign currencies have been highly volatile and such volatility may be expected
in the future. Fluctuations in any particular exchange rate that have occurred
in the past are not necessarily indicative, however, of fluctuations in the rate
that may occur during the term of any Foreign Currency Security. Changes in the
exchange rate of the Specified Currency applicable to a Foreign Currency
Security against the U.S. dollar would generally result in changes in the U.S.
dollar-equivalent market value of such Security.
UNITED STATES TAXATION
The following is a summary of the principal United States federal income
tax consequences of the ownership and disposition of Notes and is included
herein in reliance upon the opinion of E. Noel Harwerth, Esq., Chief Tax Officer
of Citibank. It deals only with Notes held as capital assets and does not deal
with special classes of Holders, such as dealers in securities or currencies,
life insurance companies, tax-exempt organizations, persons holding Notes as a
hedge or hedged against currency risks or as part of a straddle or conversion
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transaction, or persons whose functional currency is not the U.S. dollar. It
also does not deal with holders other than original purchasers and thus does not
deal with the "market discount rules." The summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), its legislative history, existing
and proposed Treasury regulations thereunder, published rulings and court
decisions, as currently in effect, all of which are subject to change, possibly
with retroactive effect. In particular, the discussion of original issue
discount ("OID") is based in part on Treasury regulations under the OID and
related provisions of the Code (the "final regulations"). The final regulations
adopt, with certain changes, the proposed regulations on the same subjects that
were published in the Federal Register on December 21, 1992 (the "proposed
regulations"). Generally, the final regulations apply to debt instruments issued
on or after April 4, 1994. Taxpayers may also rely on the final regulations for
debt instruments issued after December 21, 1992, except in the case of the
election to treat all interest as OID (see below under "Original Issue Discount
- -- Election to Treat All Interest as OID"). In addition, taxpayers may rely on
the proposed regulations as substantial authority for purposes of the penalty
provisions of Section 6662 of the code with respect to debt instruments issued
after December 21, 1992 but before the effective date of the final regulations.
Persons considering the purchase of Notes should consult their own tax
advisors concerning the application of the United States federal income tax laws
to their particular situations, as well as the application of state or local
laws or the laws of any other taxing jurisdiction.
United States Holders
As used herein, "United States Holder" means a beneficial owner of a Note
who or which is (i) a citizen or resident of the United States, (ii) a
corporation organized in or under the laws of the United States or any political
subdivision thereof, or (iii) a person otherwise subject to United States
federal income taxation on a net income basis in respect of a Note. It is
assumed that the functional currency of a United States Holder is the U.S.
dollar.
Payments of Interest
Interest on a Note (whether payable in U.S. dollars or in a currency,
composite currency or basket of currencies other than U.S. dollars (a "Specified
Currency")), other than interest on a discount Note (as defined below) that is
not "qualified stated interest" (as defined below) will be taxable to a United
States Holder as ordinary interest income at the time it is accrued or is
received depending on the United States Holder's method of accounting for tax
purposes. If an interest payment is denominated in, or determined by reference
to, a Specified Currency, the amount of income recognized by a cash basis United
States Holder will be the U.S. dollar value of the interest payment based on the
interest rate in effect at the time such payment is received, regardless of
whether the payment is in fact converted to U.S. dollars. Unless an election
described in the next succeeding paragraph is made, accrual basis United States
Holders recognize interest income based on the average exchange rate for the
interest accrual period, (or with respect to an accrual period that spans two
taxable years, the partial period within the taxable year). Upon the receipt of
an interest payment (including a payment attributable to accrued but unpaid
interest upon the sale or retirement of a Note) denominated in, or determined by
reference to, a Specified Currency, an accrual basis United States Holder will
recognize foreign currency gain or loss to the extent of the difference, if any,
between such average exchange rate and the exchange rate at the time of receipt,
which gain or loss will be treated as ordinary income or loss, regardless of
whether the payment is in fact converted into U.S. dollars.
An accrual basis United States Holder may elect to translate interest
income into U.S. dollars at the exchange rate in effect on the last day of the
accrual period, or, in the case of an accrual period that spans two taxable
years, at the exchange rate in effect on the last day of the partial period
within the taxable year. Additionally, if a payment of interest is actually
received within 5 business days of the last day of the accrual period or taxable
year, an electing accrual basis United States Holder may instead translate such
accrued interest into U.S. dollars at the exchange rate in effect on the day of
actual receipt. Any such election will apply to all debt instruments held by the
United states Holder at the beginning of the first taxable year to which the
election applies or thereafter acquired by the United States Holder and will be
irrevocable without the consent of the Internal Revenue Service (the "Service").
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Original Issue Discount
General. For United States federal income tax purposes, a Note, other than
a Note with a term of one year or less (a "short term note"), will be treated as
issued at an original issue discount (a "discount Note") if the excess of its
"stated redemption price at maturity" over its issue price is more than a "de
minimis amount" (as defined below). Generally, the issue price of a Note will be
the first price at which a substantial amount of Notes included in the issue of
which the Note is a part is sold. The stated redemption price at maturity of a
Note is the total of all payments provided by the Note that are not payments of
"qualified stated interest". A qualified stated interest payment is generally
any one of a series of stated interest payments on a Note that are
unconditionally payable at least annually at a single fixed rate (with certain
exceptions for lower rates paid during some periods) applied to the outstanding
principal amount of the Note. Special rules are provided for "variable rate
Notes" (as defined below).
In general, if the excess of a Note's stated redemption price at maturity
over its issue price is less than 1/4 of 1 percent of the Note's stated
redemption price at maturity multiplied by the number of complete years to its
maturity (the "de minimis amount"), then such excess, if any, constitutes "de
minimis OID" and the Note is not a discount Note. Unless the election described
below under "Election to Treat All Interest as OID" is made, a United States
Holder of a Note with de minimis OID must include such de minimis OID in income
as stated principal payments on the Note are made. The includible amount with
respect to each such payment will equal the product of the total amount of the
Note's de mimimis OID and a fraction, the numerator of which is the amount of
the principal payment made and the denominator of which is the stated principal
amount of the Note.
Inclusion of Original Issue Discount in Income. United States Holders
(including cash basis Holders) of discount Notes having a maturity of more than
one year from their date of issue must include OID in income as it accrues on a
constant yield basis, generally before the receipt of cash attributable to such
income and generally in increasingly greater amounts over the life of the Note.
The amount of discount includible in income by the holder of a discount Note is
the sum of the daily portions of discount with respect to the discount Note for
each day during the taxable year or portion of the taxable year in which it
holds such Note ("accrued OID"). The daily portion is determined by allocating
to each day in any "accrual period" a pro rata portion of the OID allocable to
such accrual period.
Accrual periods with respect to a Note may be of any length selected by the
United States Holder, as long as (i) no accrual period is longer than one year
and (ii) each scheduled payment of interest or principal on the Note occurs on
either the first or last day of an accrual period. The amount of OID allocable
to any accrual period is an amount equal to the excess of (a) the product of the
discount Note's "adjusted issue price" (as defined below) at the beginning of
such accrual period and its yield to Maturity (determined on the basis of
compounding at the close of each accrual period and adjusted for the length of
such period) over (b) the sum of the payments of qualified stated interest, if
any, allocable to the accrual period. The "adjusted issue price" of a discount
Note at the beginning of any accrual period is the issue price of the Note
increased by (i) the amount of accrued OID for each prior accrual period and
decreased by (ii) the amount of any payments previously made on the Note that
were not qualified stated interest payments. For purposes of determining the
amount of OID allocable to an accrual period if an interval between payments of
qualified stated interest on the Note contains more than one accrual period, the
amount of qualified stated interest payable at the end of the interval
(including any qualified stated interest that is payable on the first day of the
accrual period immediately following the interval) is allocated pro rata on the
basis of relative length to each accrual period in the interval, and the
adjusted issue price at the beginning of each accrual period must be increased
by the amount of any qualified stated interest that has accrued prior to the
first day of the accrual period but that is not payable until the end of the
interval. The amount of OID allocable to an initial short accrual period may be
computed using any reasonable method if all other accrual periods other than a
final short accrual period are of equal length. The amount of OID allocable to
the final accrual period is the difference between the amount payable at the
maturity of the Note (other than any payment at the maturity of the Note (other
than any payment of qualified stated interest) and the Note's adjusted issued
price as of the beginning of the final accrual period.
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Acquisition Premium. A United States Holder that purchases a Note for an
amount less than or equal to the sum of all amounts payable on the Note after
the purchase date other than payments of qualified stated interest but in excess
of its adjusted issue price (any such excess being "acquisition premium") and
that does not make the election described below under "Election to Treat All
Interest as Original Issue Discount" is permitted to reduce the daily portions
of OID by a fraction, the numerator of which is the excess of the United States
Holder's adjusted basis in the Note immediately after its purchase over the
adjusted issue price of the Note, and the denominator of which is the excess of
the sum of all amounts payable on the Note after the purchase date, other than
payments of qualified stated interest, over the Note's adjusted issue price.
Market Discount. A Note, other than a short-term Note, will be treated as
purchased at a market discount (a "market discount Note") if (i) the amount for
which a United States Holder purchased the Note is less than the Note's issue
price (as determined above under "Original Issue Discount -- General") and (ii)
the Note's stated redemption price at maturity or, in the case of a discount
Note, the Note's "revised issue price", exceeds the amount for which the United
States Holder purchased the Note by at least 1/4 of 1 percent of such Note's
stated redemption price at maturity or revised issue price, respectively,
multiplied by the number of complete years to the Note's maturity. If such
excess is not sufficient to cause the Note to be a market discount Note, then
such excess constitutes "de minimis market discount". The Code provides that,
for these purposes, the "revised issue price" of a Note generally equals its
issue price, increased by the amount of any OID that has accrued on the Note.
Any gain recognized on the maturity or disposition of a market discount
Note will be treated as ordinary income to the extent that such gain does not
exceed the accrued market discount on such Note. Alternatively, a United States
Holder of a market discount Note may elect to include market discount in income
currently over the life of the Note. Such an election shall apply to all debt
instruments with market discount acquired by the electing United States Holder
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the Service.
Market discount on a market discount Note will accrue on a straight-line
basis unless the United States Holder elects to accrue such market discount on a
constant-yield to maturity basis. Such an election shall apply only to the Note
with respect to which it is made and may not be revoked without the consent of
the Service. A United States Holder of a market discount Note that does not
elect to included market discount in income currently generally will be required
to defer deductions for interest on borrowings allocable to such Note in an
amount not exceeding the accrued market discount on such Note until the maturity
or disposition of such Note.
Pre-Issuance Accrued Interest. If (i) a portion of the initial purchase
price of a Note is attributable to pre-issuance accrued interest, (ii) the first
stated interest payment on the Note is to be made within one year of the Note's
issue date and (iii) the payment will equal or exceed the amount of pre-issuance
accrued interest, then the United States Holder may elect to decrease the issue
price of the Note by the amount of pre-issuance accrued interest. In that event,
a portion of the first stated interest payment will be treated as a return of
the excluded pre-issuance accrued interest and not as an amount payable on the
Note.
Notes Subject to Contingencies Including Optional Redemption. In general,
if a Note provides for an alternative payment schedule or schedules applicable
upon the occurrence of a contingency or contingencies and the timing and amounts
of the payments that comprise each payment schedule are known as of the issue
date, the yield and maturity of the Note are determined by assuming that the
payments will be made according to the Note's stated payment schedule. If,
however, based on all the facts and circumstances as of the issue date, it is
more likely than not that the Note's stated payment schedule will not occur,
then, in general, the yield and maturity of the Note are to be computed based on
the payment schedule most likely to occur.
Notwithstanding the general rules for determining yield and maturity in the
case of Notes subject to contingencies, if Citicorp has an unconditional option
or options to redeem a Note, or the Holder has an unconditional option or
options to cause a Note to be repurchased, prior to the Note's stated maturity,
then (i) in the case of an option or options of Citicorp, Citicorp will be
deemed to exercise or not exercise an option or combination or options in the
manner that minimizes the yield on the Note and (ii) in case of an option or
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options of the Holder, the Holder will be deemed to exercise or not exercise an
option or combination of options in the manner that maximizes the yield on the
Note. For purposes of those calculations, the yield on the Note is to be
determined by using any date on which the Note may be redeemed or repurchased as
the maturity date and the amount payable on such date in accordance with the
terms of the Note as the principal amount payable at maturity.
If a contingency (including the exercise of an option) actually occurs or
does not occur contrary to an assumption made according to the above rules (a
"change in circumstances") then, solely for purposes of the accrual of OID, the
yield and maturity of the Note are to be redetermined by treating the Note as
reissued on the date of the change in circumstances for an amount equal to the
Note's adjusted issue price on that date, except to the extent that a portion of
the Note is repaid as a result of a change in circumstances.
Election to Treat All Interest as OID. In the case of Notes acquired on or
after April 4, 1994, a United States Holder may elect to include in gross income
all interest that accrues on a Note using the constant-yield method described
above under the heading "Original Issue Discount -- General," with the
modifications described below. For the purposes of this election, interest
includes stated interest, OID, de minimis OID, market discount, de minimis
market discount and unstated interest, as adjusted by any amortizable bond
premium (described below under "Notes Purchased at a Premium") or acquisition
premium.
In applying the constant-yield method to a Note with respect to which this
election has been made, the issue price of the Note will equal the electing
United States Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition by
the electing United States Holder, and no payments on the Note will be treated
as payments of qualified stated interest. This election will generally apply
only to the Note with respect to which it is made and may not be revoked without
the consent of the Service. If this election is made with respect to a Note with
amortizable bond premium, then the electing United States Holder will be deemed
to have elected to apply amortizable bond premium against interest with respect
to all debt instruments with amortizable bond premium (other than debt
instruments the interest on which is excludible from gross income) held by the
electing United States Holder as of the beginning of the taxable year in which
the Note with respect to which the election is made is acquired or thereafter
acquired. The deemed election with respect to amortizable bond premium may not
be revoked without the consent of the Service.
If the election to apply the constant-yield method to all interest on a
Note is made with respect to a market discount Note, the electing United States
Holder will be treated as having made the election discussed above under
"Original Issue Discount -- Market Discount" to include market discount in
income currently over the life of all debt instruments held or thereafter
acquired by such United States Holder.
Variable Rate Notes. A "variable rate Note" is a Note that: (i) has an
issue price that does not exceed the total noncontingent principal payments by
more than the lesser of (1) the product of (x) the total noncontingent principal
payments, (y) the number of complete years to maturity from the issue date and
(z) .015, or (2) 15 percent of the total noncontingent principal payments, and
(ii) provides for stated interest compounded or paid at least annually at (1)
one or more "qualified floating rates", (2) a single fixed rate and one or more
qualified floating rates, (3) a single "objective rate" or (4) a single fixed
rate and a single objective rate that is a "qualified inverse floating rate".
A qualified floating rate or objective rate in effect at any time during
the term of the instrument must be set at a "current value" of that rate. A
"current value" of a rate is the value of the rate on any day that is no earlier
than three months prior to the first day on which that value is in effect and no
later than one year following that first day.
A variable rate is a "qualified floating rate" if (i) variations in the
value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the Note
is denominated or (ii) it is equal to the product of such a rate and either (a)
a fixed multiple that is greater than zero but not more than 1.35, or (b) a
fixed multiple greater than zero but not more than 1.35, increased or decreased
by a fixed rate. A rate is not a qualified floating rate, however, if the rate
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is subject to certain restrictions (including caps, floors, or other similar
restrictions) unless such restrictions are fixed throughout the term of the Note
or are not reasonably expected to significantly affect the yield on the Note.
An "objective rate" is a rate, other than a qualified floating rate,
determined using a single, fixed formula and that is based on (i) one or more
qualified floating rates, (ii) one or more rates each of which would be a
qualified floating rate for a debt instrument denominated in a currency other
than the currency in which the debt instrument is denominated, (iii) the yield
or changes in the price of one or more actively traded items of personal
property other than stock or debt of the issuer or related party or (iv) a
combination of objective rates. A variable rate is not an objective rate,
however, if it is reasonably expected that the average value of the rate during
the first half of the Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the Note's term. An objective rate is a "qualified inverse floating rate" if
(i) the rate is equal to a fixed rate minus a qualified floating rate and (ii)
the variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the cost of newly borrowed funds.
In general, if a variable rate Note provides for stated interest at a
single qualified floating rate or objective rate, all stated interest on the
Note is qualified stated interest and the amount of OID, if any, is determined
by using, in the case of a qualified floating rate or qualified floating inverse
rate, the value as of the issue date of the qualified floating rate or qualified
inverse floating rate, or in the case of any other objective rate, a fixed rate
that reflects the yield reasonably expected for the Note.
If a variable rate Note does not provide for stated interest at a single
qualified floating rate or objective rate, or at a fixed rate (other than at a
single fixed rate for an initial period), the amount of interest and OID
accruals on the Note are generally determined by (i) determining a fixed rate
substitute for each variable rate provided under the variable rate Note
(generally, the value of each variable rate as of the issue date or, in the case
of an objective rate that is not a qualified inverse floating rate, a rate that
reflects the reasonably expected yield on the Note), (ii) constructing the
equivalent fixed rate debt instrument (using the fixed rate substitute described
above), (iii) determining the amount of qualified stated interest and OID with
respect to the equivalent fixed rate debt instrument and (iv) making the
appropriate adjustments for actual variable rates during the applicable accrual
period.
If a variable rate Note provides for stated interest either at one or more
qualified floating rates or at a qualified inverse floating rate, and in
addition provides for stated interest at a single fixed rate (other than at a
single fixed rate for an initial period), the amount of interest and OID
accruals are determined as in the immediately preceding paragraph, except that
the variable rate Note is treated, for purposes of the first three steps of the
determination, as if it provided for a qualified floating rate (or a qualified
inverse floating rate, as the case may be) rather than the fixed rate. The
qualified floating (or qualified inverse floating rate) replacing the fixed rate
must be such that the fair market value of the Variable Rate Note as of the
issue date would be approximately the same as the fair market value of an
otherwise identical debt instrument that provide for the qualified floating rate
(or qualified inverse floating rate) rather than the fixed rate.
Short-Term Notes. In general, an individual or other cash basis United
States Holder of a short-term Note is not required to accrue OID (as
specifically defined below for the purposes of this paragraph) for United States
federal income tax purposes unless it elects to do so (but may be required to
included any stated interest in income as the interest is received). Accrual
basis United States Holders and certain other United States Holders, including
banks, regulated investment companies, dealers in securities, common trust
funds, United States Holders who hold Notes as part of certain identified
hedging transactions, certain pass-through entities and cash basis United States
Holders who so elect, are required to accrue OID on short-term Notes on either a
straight-line basis or under the constant-yield method (based on daily
compounding), at the election of the United States Holder. In the case of a
United States Holder not required and not electing to include OID in income
currently, any gain realized on the sale or retirement of the short-term Note
will be ordinary income to the extent of the OID accrued on a straight-line
basis (unless an election is made to accrue the OID under the constant-yield
method) through the date of sale or retirement. United States Holders who are
not required and do not elect to accrue OID on short-term Notes will be required
to defer deductions for interest on borrowings allocable to short-term Notes in
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an amount not exceeding the deferred income until the deferred income is
realized. For purposes of determining the amount of OID subject to these rules,
all interest payments on a short-term Note, including stated interest, are
included in the short-term Note's stated redemption price at maturity.
Specified Currency Discount Notes. OID for any accrual period on a discount
Note that is determined in, or determined by reference to, a Specified Currency
will be determined in the Specified Currency and then translated into U.S.
dollars in the same manner as stated interest accrued by an accrual basis United
States Holder, as described under "Payments of Interest." Upon receipt of an
amount attributable to OID (whether in connection with a payment of interest or
the sale or retirement of a Note), a United States Holder may recognize ordinary
income or loss.
Notes Purchased at a Premium
A United States Holder that purchases a Note for an amount in excess of its
principal amount may elect to treat such excess as "amortizable bond premium,"
in which case the amount required to be included in the United States Holder's
income each year with respect to interest on the Note will be reduced by the
amount of amortizable bond premium allocable (based on the Note's yield to
maturity) to such year. In the case of a Note that is denominated in a Specified
Currency, bond premium will be computed in units of the Specified Currency, and
amortizable bond premium will reduce interest income in units of the Specified
Currency. At the time amortizable bond premium offsets interest income, a United
States Holder may realize exchange gain or loss (taxable as ordinary income or
loss), measured by the difference between exchange rates at that time and at the
time of the acquisition of the Note. Any election to amortize bond premium shall
apply to all bonds (other than bonds the interest on which is excludible from
gross income) held by the United States Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the United
States Holder, and is irrevocable without the consent of the Internal Revenue
Service.
Indexed Notes
The applicable Prospectus Supplement or Prospectus Supplements will contain
a discussion of any special United States federal income tax rules with respect
to Notes, payments on which are determined by reference to the value of any
currencies, commodities, securities or any index thereof.
Purchase, Sale and Retirement of Notes
A United States Holder's tax basis in a Note purchased with a Specified
Currency will be its U.S. dollar cost (as defined below) of the Specified
Currency paid for the Note increased by the amount of any OID or market discount
previously included in the United States Holder's income with respect to a Note
and the amount, if any, of income attributable to de minimis original issue
discount included in the United States Holder's income with respect to the Note,
and reduced by (i) the amount of any payments that are not qualified stated
interest payments, and (ii) the amount of any amortizable bond premium applied
to reduce interest on the Note. The U.S. dollar cost of a Note purchased with a
Specified Currency will generally be the U.S. dollar value of the purchase price
on the date of purchase or, in the case of Notes traded on an established
securities market (as defined in the final regulations) that are purchased by a
cash basis United States Holder (or an accrual basis United States Holder that
so elects), on the settlement date for the purchase. Gain or loss will be
recognized upon the sale or retirement of a Note equal to the difference between
the amount realized upon the sale or retirement and the tax basis in the Notes.
The amount realized on a sale or retirement for an amount in Specified Currency
will be the U.S. dollar value of such amount on the date of sale or retirement
or, in the case of Notes traded on an established securities market sold by a
cash basis United States holder (or an accrual basis United States Holder that
so elects), on the settlement date for the sale. Except to the extent described
under "Original Issue Discount -- Short-Term Notes" or in the next paragraph,
such gain or loss will be long-term capital gain or loss if, at the time of sale
or retirement, the Note has been held for more than one year.
In general, gain or loss recognized by a United States Holder on the sale
or retirement of a Note which is attributable to changes in exchange rates will
be ordinary income or loss. However, exchange gain or loss is recognized only to
the extent of total gain or loss realized on the transaction.
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Exchange of the Specified Currency
Specified Currency received as interest or on the sale or retirement of a
Note will have a tax basis equal to its U.S. dollar value at the time such
interest is received or at the time of such sale or retirement. Specified
Currency that is purchased will generally have a tax basis equal to the U.S.
dollar value of the Specified Currency on the date of purchase. Any gain or loss
realized on a sale or other disposition of a Specified Currency (including its
use to purchase Notes or upon exchange for U.S. dollars) will be ordinary income
or loss.
Bearer Notes
Under Sections 165(j) and 1287(a) of the Internal Revenue Code, a Holder
that is a United States person generally will not be entitled to deduct any loss
on Bearer Notes (including for purposes of this paragraph Notes in global form
exchangeable for Bearer Notes) or coupons (other than Bearer Notes or coupons
having a maturity of one year or less from their date of issuance) and must
treat as ordinary income any gain realized on the sale or other disposition
(including a retirement of the Note) of Bearer Notes or coupons (other than
Bearer Notes or coupons having a maturity of one year or less from their date of
issue).
Defeasance and Covenant Defeasance
Under current United States federal income tax law, defeasance would likely
be treated as a taxable exchange of Notes to be defeased for interests in the
defeasance trust. As a consequence, a Holder would recognize gain or loss equal
to the difference between the Holder's cost or other tax basis for such Notes
and the value of the Holder's interest in the defeasance trust, and thereafter
would be required to include in income a share of the income, gain and loss of
the defeasance trust. Under current United States federal income tax law,
covenant defeasance would ordinarily not be treated as a taxable exchange of
such Notes. See "Description of Notes -- Defeasance and Covenant Defeasance."
United States Alien Holders
Under present United States federal income and estate tax law and subject
to the discussion of backup withholding below:
(a) payments of principal (including any OID) and any premium and
interest on the Notes by Citicorp or any of its Paying Agents to any Holder
that is a United States Alien Holder (as defined below) will not be subject
to United States federal withholding tax, provided that in the case of
interest or OID, (1) the Holder does not actually or constructively own 10%
or more of the total combined voting power of all classes of stock of
Citicorp entitled to vote, and (2) the Holder is not a controlled foreign
corporation that is related to Citicorp through stock ownership, and (3) if
the Note is a Registered Note (including such Notes which were received in
exchange for Bearer Notes), either (i) the beneficial owner of the Notes
certifies to Citicorp or its agent, under penalties of perjury, that he is
not a United States person (as defined under "Limitations on Issuance of
Euro-Notes") and provides his name and address, or (ii) a securities
clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a
"financial institution") and holds the Notes on behalf of the beneficial
owner certifies to Citicorp or its Paying Agent under penalties of perjury
that such statement has been received from the beneficial owner by it or by
a financial institution between it and the beneficial owner and furnishes
the payor with a copy thereof;
(b) a United States Alien Holder will not be subject to United States
federal withholding tax on gain realized on the sale, exchange or
redemption of a Note; and
(c) a Note or coupon held by an individual who at the time of death is
not a citizen or resident of the United States will not be subject to
United States federal estate tax as a result of such individual's death if,
at the time of such death, the individual does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of Citicorp entitled to vote and the income on the Notes
would not have been effectively connected with the conduct of a trade or
business by the individual in the United States.
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As used herein, a "United States Alien Holder" is a Holder who is a United
States Alien (as defined below). As used herein, a "United States Alien" is any
person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a foreign estate or trust or a
foreign partnership, in each case not subject to United States federal income
tax on a net income basis in respect of a Note.
Backup Withholding and Information Reporting
Payments of principal (including OID, if any) and any premium and interest
made within the United States by Citicorp or any of its Paying Agents are
generally subject to information reporting and possibly to "backup withholding"
at a rate of 31%. Information reporting and backup withholding do not apply to
payments of principal (including OID, if any) and any premium and interest made
outside the United States by Citicorp or a Paying Agent on a Bearer Note or
coupon, or to payments made on a Registered Note (including such Notes which
were received in exchange for Bearer Notes) if the certification described in
clause (a)(3) under "United States Alien Holders" is received, provided, in each
case, that the payor does not have actual knowledge that the Holder is a United
States person. In addition, if payments are collected outside the United States
by a foreign office of a custodian, nominee or other agent acting on behalf of a
beneficial owner of a Bearer Note or coupon, such custodian, nominee or other
agent will not be required to deduct backup withholding from payments made to
such owner. However, if the custodian, nominee or other agent is a United States
person, a controlled foreign corporation for United States tax purposes or a
foreign person 50% or more of whose gross income is effectively connected with
the conduct of a trade or business within the United States for a specified
three-year period, information reporting will be required with respect to
payments made to such owner unless such custodian, nominee or other agent has
documentary evidence in its files of the owner's foreign status and has no
actual knowledge to the contrary, or the owner otherwise establishes an
exemption.
Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50% or
more of whose gross income is effectively connected with the conduct of a trade
or business within the United States for a specified three-year period,
information reporting will apply to such payments unless such broker has
documentary evidence in its files of the owner's foreign status and has no
actual knowledge to the contrary, or the owner otherwise establishes an
exemption. Payment of the proceeds from a sale of a Note to or through the
United States office of a broker is subject to information reporting and backup
withholding unless the holder or beneficial owner certifies as to its non-United
States status or otherwise establishes an exemption from information reporting
and backup withholding.
Backup withholding will generally not apply to United States Holders other
than certain noncorporate Holders who fail to supply an accurate taxpayer
identification number or who fail to report all interest and dividend income
required to be shown on their federal income tax returns.
PLAN OF DISTRIBUTION
Citicorp may offer and sell the Notes in any of three means of
distribution: (1) through agents, (2) through underwriters or dealers or (3)
directly to one or more purchasers. Such underwriters, dealers or agents may be
affiliates of Citicorp. The applicable Prospectus Supplement will set forth the
terms of the offering of the Notes to which such Prospectus Supplement relate,
including the name or names of any underwriters or agents with whom Citicorp has
entered into arrangements with respect to the sale of such Notes, the public
offering or purchase price of such Notes, the net proceeds to Citicorp from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, any discounts and commissions allowed or paid to dealers, if any,
any commissions allowed or paid to agents, the initial public offering price and
any securities exchanges, if any, on which such Notes will be listed. Citicorp
may also issue Notes to one or more persons in exchange for outstanding
securities of Citicorp acquired by such persons from third parties in open
market transactions or in privately negotiated transactions. The newly issued
Notes in such cases may be offered pursuant to this Prospectus and the
applicable Prospectus Supplement by such persons, acting as a principal for
their own accounts, at market prices prevailing at the time of sale, at prices
otherwise negotiated or at fixed prices. Unless otherwise indicated in the
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applicable Prospectus Supplement, Citicorp will only receive outstanding
securities and will not receive cash proceeds in connection with such exchanges
or resales. Dealer trading may take place in certain of the Notes, including
Notes not listed on any securities exchange.
The Notes may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. The underwriter or underwriters with respect
to an underwritten offering of the Notes will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise indicated in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the Notes
will be subject to certain conditions precedent and each of the underwriters
with respect to a sale of Notes will be obligated to purchase all of its Notes
if any are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Notes may be offered and sold by Citicorp directly or through agents
designated by Citicorp from time to time, which agents may be affiliates of
Citicorp. Any agent involved in the offer and sale of the Notes in respect of
which this Prospectus is being delivered will be named, and any commissions
payable by Citicorp to such agent will be set forth in or be calculable from,
the applicable Prospectus Supplement. Unless otherwise indicated in the
applicable Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment (ordinarily five business days
or less).
Each underwriter and agent participating in the distribution of any Notes
of a series which are issuable in bearer form will agree that it will not offer,
sell or deliver, directly or indirectly, Notes of such series in bearer form, in
connection with the sale thereof during the restricted period, in the United
States or to United States persons other than the United States offices of
certain exempt distributors, certain international organizations, certain
foreign central banks, certain foreign branches of United States financial
institutions and certain United States persons who acquire such Notes through
foreign branches of United States financial institutions. See "Limitations on
Issuance of Euro-Notes."
If so indicated in the applicable Prospectus Supplement, Citicorp will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Notes from Citicorp pursuant to Delayed Delivery Contracts providing
for payment and delivery at a future date.
Any underwriter or agent participating in the distribution of the Notes may
be deemed to be an underwriter, as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), of the Notes so offered and sold and
any discounts or commissions received by them from Citicorp and any profit
realized by them on the sale or resale of the Notes may be deemed to be
underwriting discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with Citicorp, to indemnification by Citicorp against
certain civil liabilities, including liabilities under the Securities Act.
This Prospectus and related Prospectus Supplements may be used by direct or
indirect wholly owned subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Notes. Such subsidiaries
may act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale.
The participation of an affiliate or subsidiary of Citicorp in the offer
and sale of the Notes will comply with the requirements of Schedule E of the
By-laws of the National Association of Securities Dealers, Inc. (the "NASD")
regarding underwriting securities of an affiliate. No NASD member participating
in offers and sales of the Securities will execute a transaction in the Notes in
a discretionary account without the prior written specific approval of the
member's customer.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for Citicorp in the course of business.
See "Plan of Distribution" in the accompanying Prospectus Supplement for
further information regarding the distribution of the Notes.
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VALIDITY OF SECURITIES
The validity of the Notes will be passed upon for Citicorp by Stephen E.
Dietz, as an Associate General Counsel of Citibank, N.A., and for the
Underwriters by Sullivan & Cromwell, New York, New York. Certain federal income
tax matters will be passed upon for Citicorp by E. Noel Harwerth, Esq., Chief
Tax Officer of Citibank. Each of Mr. Dietz and Ms. Harwerth owns or has the
right to acquire a number of shares of Common Stock of Citicorp equal to less
than 0.01% of the outstanding Common Stock of Citicorp.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries included
in Citicorp's Annual Report and Form 10-K for 1993 have been incorporated herein
by reference in reliance upon the report set forth therein of KPMG Peat Marwick,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement or the
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized. This Prospectus 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 described in this Prospectus
Supplement or an offer to sell or a solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus Supplement or the Prospectus nor any
sale made hereunder or thereunder shall, under any circumstances, create any
implication that the information contained herein or therein is correct as of
any time subsequent to the date of such information.
-----------------------------
Table Of Contents
Page
----
Prospectus Supplement
Supplemental Description of
Subordinated Notes........................... S-2
Capitalization................................. S-5
Summary Financial Data......................... S-6
Underwriting................................... S-7
Validity of the Subordinated Notes............. S-7
Prospectus
Available Information.......................... 3
Incorporation of Certain Documents
by Reference................................. 3
Citicorp....................................... 4
Use of Proceeds................................ 5
Ratios of Income to Fixed Charges.............. 5
Description of Notes........................... 5
Foreign Currency Risks......................... 18
United States Taxation......................... 19
Plan of Distribution........................... 26
Validity of Securities......................... 28
Experts........................................ 28
$200,000,000
CITICORP +
7 1/8% Subordinated Notes
due March 15, 2004
Salomon Brothers Inc
Citicorp Securities, Inc.
Lehman Brothers
Merrill Lynch & Co.
Prospectus Supplement
Dated March 16, 1994
