As filed with the Securities and Exchange Commission
on March 10, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
CITICORP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2614988
(I.R.S. employer identification no.)
399 Park Avenue
New York, NY 10043
(Address of principal executive offices)
Citicorp 1988 Stock Incentive Plan
(Full title of the plan)
Stephen E. Dietz
Associate General Counsel
Citibank, N.A.
425 Park Avenue
New York, NY 10043
Telephone: (212) 559-3430
(Name, address and telephone number, including
area code, of agent for service)
_________
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering price aggregate fee (1)
<S> <C> <C> <C> <C>
Common Stock, 25,000,000 $38.9375 $973,437,500 $335,668.10
$1 par value
per share
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the
Common Stock of Citicorp on the New York Stock Exchange Composite
Tape on March 4, 1994.
</TABLE>
In accordance with Rule 429 under the Securities Act of 1933, the
Prospectus used as Part I of this Registration Statement also
constitutes the prospectus to be used in connection with the offer
and sale of shares previously registered pursuant to Citicorp's
Registration Statement on Form S-8, File No. 33-41751, the contents
of which are hereby incorporated by reference herein.
__________________
This Registration Statement shall hereafter become effective upon
filing in accordance with Section 8(a) of the Act and Rule 462
thereunder.
<PAGE>
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1993 (the
"1993 10-K") have been incorporated by reference into Citicorp's
Registration Statement on Form S-8, File No. 33-41751 (the contents
of which have been incorporated by reference herein) in reliance
upon the report set forth in the 1993 10-K of KPMG Peat Marwick,
independent certified public accountants and upon the authority of
said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick covering the December 31, 1993 financial
statements contains an added explanatory paragraph which refers to
the adoption by Citicorp of Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5 - Opinion and consent of Stephen E. Dietz, Associate
General Counsel of Citibank, N.A.
23.1 - Consent of Stephen E. Dietz, Associate General
Counsel (included as part of Exhibit 5).
23.2 - Consent of KPMG Peat Marwick.
24 - Powers of Attorney of Messrs. Reed, Calloway, Chandler,
Chia, Derr, Fouraker, Haynes, Rhodes, Ruding, Seibert, Shrontz,
Simonsen, Smith, Steffen, Thomas, Woolard and Ms. Ridgway as
Directors and/or officers of Citicorp and/or Citibank.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Citicorp certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on March 7, 1994.
CITICORP
By /s/ Robert N. Laughlin
Robert N. Laughlin
Vice President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on March 7, 1994
by the following persons in the capacities indicated.
<PAGE>
Signature Capacity
* Chairman and a Director of Citicorp
- -----------------------
John S. Reed (Principal Executive Officer)
/s/ Paul J. Collins Vice Chairman and a Director of Citicorp
- -----------------------
Paul J. Collins Principal Financial Officer
/s/ Thomas E. Jones Executive Vice President
- -----------------------
Thomas E. Jones Principal Financial Officer(A)
* Director
- -----------------------
D. Wayne Calloway
* Director
- -----------------------
Colby H. Chandler
* Director
- -----------------------
Pei-yuan Chia
* Director
- -----------------------
Kenneth T. Derr
* Director
- -----------------------
Dr. Lawrence E. Fouraker
* Director
- -----------------------
H.J. Haynes
* Director
- -----------------------
Rozanne L. Ridgway
* Director
- -----------------------
William R. Rhodes
* Director
- -----------------------
Dr. H. Onno Ruding
* Director
- -----------------------
Donald V. Seibert
* Director
- -----------------------
Frank A. Shrontz
* Director
- -----------------------
Dr. Mario Simonsen
* Director
- -----------------------
Roger B. Smith
* Director
- -----------------------
Chistopher J. Steffen
* Director
- -----------------------
Franklin A. Thomas
* Director
- -----------------------
Edgar S. Woolard, Jr.
[FN]
* Robert N. Laughlin by signing his name hereto, does sign this
document on behalf of each person indicated above pursuant
to a power of attorney duly executed by such person and filed with
the Securities and Exchange Commission.
(A) Primary responsibility for financial control, accounting, tax
and reporting.
By /s/ Robert N. Laughlin
-------------------------
Robert N. Laughlin
Attorney-in-Fact<PAGE>
EXHIBIT 5 AND EXHIBIT 23.1
March 9, 1994
Citicorp
399 Park Avenue
New York, New York 10043
Dear Sirs:
I am an Associate General Counsel of Citibank, N.A. and as such
have acted as counsel for Citicorp in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by Citicorp with the Securities and Exchange Commission
on the date hereof for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), an aggregate of
25,000,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock") of Citicorp to be issued pursuant to the Citicorp
1988 Stock Incentive Plan (the "Plan"). In connection therewith I
have examined such corporate records, certificates and other
documents and reviewed such questions of law as I have considered
necessary or appropriate for the purpose of this opinion.
On the basis of such examination and review, I advise you that, in
my opinion, when the Registration Statement has become effective
under the Act and the shares of Common Stock have been duly issued
and sold in the manner contemplated by the Registration Statement
and the Plan, such shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Stephen E. Dietz
<PAGE>
EXHIBIT 23.2
The Board of Directors
Citicorp:
We consent to the incorporation by reference in the Registration
Statement filed on March 10, 1994, on Form S-8 of Citicorp of our
report dated January 18, 1994, relating to the consolidated balance
sheets of Citicorp and its subsidiaries as of December 31, 1993 and
1992, the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1993, and the related
consolidated balance sheets of Citibank, N.A. and subsidiaries as
of December 31, 1993 and 1992, and to the reference to our firm
under the heading "Experts" in the Registration Statement. Our
report with respect to these financial statements, which contains
an added explanatory paragraph, is included on page 54 of the 1993
Citicorp Annual Report on Form 10-K.
/s/ KPMG Peat Marwick
New York, New York
March 10, 1994<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ D. Wayne Calloway
Name:D. Wayne Calloway
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Colby H. Chandler
Name:Colby H. Chandler
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Pei-yuan Chia
Name:Pei-yuan Chia
Title:Senior Executive Vice President
And Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Kenneth T. Derr
Name:Kenneth T. Derr
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Lawrence E. Fouraker
Name:Lawrence E. Fouraker
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994
/s/ H.J. Haynes
Name: H. J. Haynes
Title: Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ William R. Rhodes
Name:William R. Rhodes
Title:Vice Chairman and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT her true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
her capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand.
Dated: March 7, 1994.
/s/ Rozanne L. Ridgway
Name:Rozanne L. Ridgway
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ H. Onno Ruding
Name:H. Onno Ruding
Title:Vice Chairman and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Donald V. Seibert
Name:Donald V. Seibert
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Frank A. Shrontz
Name:Frank A. Shrontz
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Mario H. Simonsen
Name:Mario H. Simonsen
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Roger B. Smith
Name:Roger B. Smith
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Christopher J. Steffen
Name:Christopher J. Steffen
Title:Senior Executive Vice President
and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Franklin A. Thomas
Name:Franklin A. Thomas
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ Edgar S. Woolard, Jr.
Name:Edgar S. Woolard, Jr.
Title:Director<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints each
of
GREGORY C. EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney and
agent,
in the name and on behalf of the undersigned, to do any and all
acts
and things in connection with the registration statement dated the
date hereof (the "Registration Statement") to be filed with the
United
States Securities and Exchange Commission or the Office of the
Comptroller of the Currency, including specifically, but without
limiting the generality of the foregoing, the power and authority
to
execute the Registration Statement in the name of the undersigned
in
his capacity as Director and/or Officer of Citicorp and/or
Citibank,
N.A., any and all amendments, including post-effective amendments,
to
the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement
or
amendments thereto, any and all documents and instruments which the
said attorney and agent may deem necessary or advisable to enable
Citicorp and/or Citibank, N.A. to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended,
and
any rules and regulations and requirements of the United States
Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any and all documents and instruments which the said
attorney and agent may deem necessary or advisable to enable
Citicorp
and/or Citibank, N.A. to comply with the securities or other
similar
laws of jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to
the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: March 7, 1994.
/s/ John S. Reed
Name:John S. Reed
Title:Chairman and Director
