PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 25, 1994)
CITICORP LOGO
U.S. $3,000,000,000 GLOBAL MEDIUM-TERM SENIOR NOTES, SERIES D
U.S. $1,000,000,000 GLOBAL MEDIUM-TERM SUBORDINATED NOTES, SERIES D
DUE FROM 9 MONTHS TO 60 YEARS FROM DATE OF ISSUE
-----------------------
Citicorp is offering hereby from time to time its Global Medium-Term
Senior Notes, Series D (the "Senior Notes") and its Global Medium-Term
Subordinated Notes, Series D (the "Subordinated Notes" and together with the
Senior Notes, the "Notes"). The Notes offered by this Prospectus Supplement
are offered only outside the United States and its possessions. The Senior
Notes are offered in an aggregate principal amount of up to U.S.
$3,000,000,000 (including, in the case of Senior Notes denominated in a
foreign currency, the equivalent thereof at the Market Exchange Rate (as
defined herein) on the date of sale of such Senior Notes (the "Trade Date")),
subject to reduction as a result of the sale by Citicorp inside the United
States of Citicorp's Global Medium-Term Senior Notes, Series C. The
Subordinated Notes are offered in an aggregate principal amount of up to U.S.
$1,000,000,000 (including, in the case of Subordinated Notes denominated in a
foreign currency, the equivalent thereof at the Market Exchange Rate on the
applicable Trade Date, subject to reduction as a result of the sale by
Citicorp inside the United States of Citicorp's Global Medium-Term
Subordinated Notes, Series C. See "Description of Notes" and "Plan of
Distribution of Notes". Each Note shall have a term to Stated Maturity from 9
months to 60 years from its date of original issuance (each, an "Issue Date"),
as selected by the initial purchaser and agreed to by Citicorp or as
determined by Citicorp prior to its Issue Date.
The Senior Notes are unsecured obligations of Citicorp and the
Subordinated Notes are unsecured and subordinated obligations as described in
the accompanying Prospectus under "Description of Notes". Unless otherwise
provided in the applicable Pricing Supplement, 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 of payment of the Subordinated Notes in the case of a
default in the performance of any covenant of Citicorp, including the payment
of principal or interest. See "Description of Notes--Defaults; Events of
Default" in the Prospectus.
(Continued on next page)
-----------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
================================================================================================
PRICE TO AGENTS' PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (2)(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note .......... 100% .125%-1.00% 99.875%-99.00%
- ------------------------------------------------------------------------------------------------
Total (4) ......... $4,000,000,000 $5,000,000-$40,000,000 $3,995,000,000-$3,960,000,000
================================================================================================
<FN>
(1) Unless otherwise indicated in a Pricing Supplement, Notes will be issued
at 100% of their principal amount.
(2) Citicorp will pay Citibank International plc, Goldman Sachs International,
Kidder, Peabody International PLC, Merrill Lynch International Limited,
Morgan Stanley & Co. International Limited and Salomon Brothers
International Limited, as agents, and such other agents as may be named
from time to time (the "Agents"), a commission (or grant a discount)
ranging from .125% to 1.00% of the principal amount of any Note, depending
on its Stated Maturity, sold through any such Agent, acting as Agent (or
sold to any such Agent as principal in circumstances in which no other
discount is agreed). Citicorp also may sell Notes to any Agent, as
principal, for resale to one or more investors and other purchasers at
varying prices relating to prevailing market prices at the time of resale
as determined by such Agent, or, if so agreed, at a fixed public offering
price.
(3) Before deducting other expenses payable by Citicorp.
(4) Or the equivalent thereof in other currencies or currency units.
</FN>
</TABLE>
CITIBANK INTERNATIONAL PLC MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL MORGAN STANLEY & CO.
INTERNATIONAL
KIDDER, PEABODY INTERNATIONAL PLC SALOMON BROTHERS INTERNATIONAL LIMITED
The date of this Prospectus Supplement is July 25, 1994
<PAGE>
(Continued from cover page)
Notes will be sold in issues (each, an "Issue") consisting of one or
more Notes of like tenor and having the same Issue Date. Certain terms of each
Issue of Notes will be established by Citicorp at the time of issuance of such
Notes and will be set forth in a related supplement accompanying the
Prospectus Supplement (each such supplement, a "Pricing Supplement"),
including, without limitation, the interest rate or interest rate index, if
any, the maximum or minimum interest rate, if any, the Specified Currency,
issue price, Issue Date, Stated Maturity, Interest Payment Dates, the Spread
and/or Spread Multiplier, if any, the public offering price, redemption or
sinking fund provisions, if any and the Agent for the Notes being offered and
its compensation (each of the foregoing capitalized terms being defined
herein). The Notes, except Zero-Coupon Notes (as defined herein), will bear
interest at a fixed rate or a rate or rates determined by reference to an
interest rate index or other formula, as indicated in the applicable Pricing
Supplement. For a description of certain interest rate indices, see
"Description of Notes--Floating Rate Notes" herein. Zero-Coupon Notes will be
issued at a discount from the principal amount payable at Maturity thereof and
Holders of such Notes will not receive periodic payments of interest.
If so provided in the applicable Pricing Supplement, Notes may be
denominated in a foreign currency or currency unit (a "Specified Currency")
designated by Citicorp ("Foreign Currency Notes"). The Notes may also be
issued with the principal amount thereof payable at Maturity and the interest
payable thereon to be determined by reference to one or more financial or
other indices ("Indexed Notes"), as specified in the applicable Pricing
Supplement.
Any purchaser of Notes offered hereby must purchase at least
U.S.$50,000 aggregate principal amount of Notes at any one time or, in the
case of a Foreign Currency Note, the equivalent thereof at the Market Exchange
Rate on the Trade Date for the Note in the applicable Specified Currency.
The Notes will be redeemable prior to their Stated Maturity in the
event of certain changes involving United States taxes or the imposition of
certain information reporting requirements, as described under "Description of
Notes--Redemption and Sinking Funds" herein. The Notes may also be subject to
optional redemption, or obligate Citicorp to redeem or purchase the Notes
pursuant to sinking fund or analogous provisions or at the option of the
Holder thereof, in each case as indicated in the applicable Pricing
Supplement. See "Description of Notes--Redemption and Sinking Funds" herein.
Payments on the Notes will be made without deductions for United
States withholding taxes to the extent described under "Description of
Notes--Payment of Additional Amounts" herein.
The Notes may include Bearer Notes that are subject to United States
tax law requirements. Subject to certain exceptions, Bearer Notes may not be
offered, sold or delivered within the United States or to United States
persons. See "Limitations on Issuance of Euro-Notes" in the accompanying
Prospectus. Notes, other than Zero-Coupon Notes, purchased on original
issuance by a purchaser that is not a United States person (unless such
purchaser requests a Registered Note or Notes) will be represented initially
by a temporary global Note, representing all Notes of an Issue, to be
deposited with a common depositary for Euroclear and Cedel. Zero-Coupon Notes
purchased on original issuance by a purchaser that is not a United States
person (unless such purchaser requests a Registered Note or Notes) will be
represented initially by a permanent global Note, representing all Notes of an
Issue, to be deposited with a common depositary for Euroclear and Cedel, in
the manner and upon compliance with the procedures described under
"Description of Notes--Form and Denominations" herein. Interests in each
temporary global Note will be exchangeable for interests in a permanent global
Note or for definitive Registered Notes or Bearer Notes in the manner and upon
compliance with the procedures described under "Description of Notes--Form and
Denominations" herein, and interests in permanent global Notes will be
exchangeable, upon 30 days' notice, for definitive Registered Notes or Bearer
Notes. The depository with whom a temporary global Note or a permanent global
Note is deposited, and not the owners of beneficial interests in such Notes,
will be considered the Holders thereof except in the limited circumstances
specified herein.
The Notes are offered on a continuous basis by Citicorp through the
Agents, each of which has agreed to use its reasonable best efforts to solicit
offers to purchase the Notes. Citicorp may also sell Notes to any Agent acting
as principal for resale to one or more investors and other purchasers.
Citicorp also has reserved the right to sell Notes through additional agents
or directly to investors on its own behalf. No commission will be payable nor
will a discount be allowed on any direct sales by Citicorp. There can be no
assurance that the Notes offered by this Prospectus Supplement will be sold or
that there will be a secondary market for the Notes. Citicorp reserves the
right to withdraw, cancel or modify the offer made hereby without notice.
Citicorp or any Agent may reject any offer to purchase Notes, in whole or in
part. See "Plan of Distribution of Notes" herein.
Application has been made to list the Notes on the Luxembourg Stock
Exchange (the "Stock Exchange"). This Prospectus Supplement and the
accompanying Prospectus may be used for the offering, sale and listing on the
Stock Exchange of up to U.S. $3,000,000,000 aggregate principal amount of the
Senior Notes and U.S. $1,000,000,000 aggregate principal amount of the
Subordinated Notes (including, in the case of Foreign Currency Notes, the
equivalent thereof in foreign currency as described above), subject to
reductions as described above.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus
Supplement, any Pricing Supplement or the Prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by Citicorp or the Agents. This Prospectus Supplement, any Pricing
Supplement and the Prospectus do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the securities
offered hereby nor do they constitute an offer to sell or a solicitation of an
offer to buy the securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. The delivery of this Prospectus Supplement, any Pricing
Supplement and the Prospectus at any time does not imply that the information
they contain is correct as of any time subsequent to their respective dates.
S-2
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
Page No.
--------
Incorporation of Certain Documents by Reference ..... S-4
Citicorp ............................................ S-5
Capitalization of Citicorp .......................... S-6
Summary Financial Data .............................. S-7
Description of Notes ................................ S-8
General ........................................... S-8
Interest .......................................... S-9
Fixed Rate Notes .................................. S-10
Floating Rate Notes ............................... S-10
Form and Denominations ............................ S-15
Payment and Paying Agents ......................... S-17
Transfer Agents ................................... S-18
Redemption and Sinking Funds ...................... S-18
Payment of Additional Amounts ..................... S-20
Publication of Notices ............................ S-21
Special Provisions Relating to Foreign Currency Notes S-22
General ........................................... S-22
Payment ........................................... S-22
European Currency Unit ............................ S-22
Foreign Currency Risks .............................. S-24
General ........................................... S-24
Exchange Rates and Exchange Controls .............. S-24
Judgments ......................................... S-24
Plan of Distribution of Notes ....................... S-24
Validity of the Notes ............................... S-26
General Information ................................. S-26
Management of the Company ........................... S-28
Prospectus
Available Information ............................... 3
Incorporation of Certain Documents by Reference ..... 3
Citicorp ............................................ 3
Holding Company ................................... 3
Use of Proceeds ..................................... 4
Ratios of Income to Fixed Charges ................... 5
Description of Notes ................................ 5
General ........................................... 6
Form, Exchange, Registration and Transfer ......... 7
Payment and Paying Agents ......................... 8
Temporary Global Notes ............................ 9
Permanent Global Notes ............................ 9
Limitations on Liens on Stock of Citibank ......... 10
Defaults; Events of Default ....................... 10
Meetings, Modification and Waiver ................. 11
Consolidation, Merger and Sale of Assets .......... 12
Assumption of Obligations ......................... 12
Notices ........................................... 13
Title ............................................. 13
Replacement of Notes and Coupons .................. 13
Defeasance and Covenant Defeasance ................ 13
Subordination ..................................... 14
Governing Law ..................................... 15
Concerning the Trustees ........................... 15
Limitations on Issuance of Euro-Notes ............. 15
Foreign Currency Risks .............................. 17
General ........................................... 17
Exchange Rates and Exchange Controls .............. 17
United States Taxation .............................. 17
United States Holders ............................. 17
Payments of Interest .............................. 18
Original Issue Discount ........................... 18
Notes Purchased at a Premium ...................... 22
Indexed Notes ..................................... 22
Purchase, Sale and Retirement of Notes ............ 22
Exchange of the Specified Currency ................ 23
Bearer Notes ...................................... 23
United States Alien Holders ....................... 23
Backup Withholding and Information Reporting ...... 23
Plan of Distribution ................................ 24
Validity of Securities .............................. 25
Experts ............................................. 25
S-3
<PAGE>
Unless otherwise indicated in the applicable Pricing Supplement,
currency amounts in this Prospectus Supplement and the accompanying Prospectus
are stated in United States dollars ("$", "dollars", "U.S. dollars" or
"U.S.$").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (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 Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(2) Financial Review and Form 10-Q for the quarter ended March 31,
1994, filed pursuant to Section 13 of the Exchange Act.
(3) Current Reports on Form 8-K, dated January 18, 1994, April 19,
1994 and July 19, 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 prior to the termination of the offering of the
Notes offered hereby shall be deemed to be incorporated by reference into the
Prospectus and this Prospectus Supplement and to be a part hereof.
This Prospectus Supplement, together with the accompanying
Prospectus, may be used for the offering, sale and listing on the Stock
Exchange of up to U.S. $3,000,000,000 aggregate principal amount of the Senior
Notes and up to U.S. $1,000,000,000 aggregate principal amount of the
Subordinated Notes (including, in the case of Foreign Currency Notes, the
equivalent thereof at the Market Exchange Rate on the applicable Trade Date in
the Specified Currency), subject to reduction as a result of the sale by
Citicorp inside the United States of its Global Medium-Term Senior Notes,
Series C (in the case of the Senior Notes) and its Global Medium-Term
Subordinated Notes, Series C (in the case of the Subordinated Notes), or by
action of Citicorp's Board of Directors, provided that no such reduction by
action of the Board of Directors will affect any Note already issued or as to
which an offer to purchase has been accepted by Citicorp. See "Description of
Notes" and "Plan of Distribution of Notes" below. Pursuant to the Euro Selling
Agent Agreements (as defined herein), Citicorp will represent to the Agents
that as of the Issue Date of any Notes, neither the Prospectus Supplement,
together with the accompanying Prospectus and any Pricing Supplement, nor any
amendment or supplement thereto, will contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading.
Citicorp has given an undertaking in connection with the listing of
the Notes on the Stock Exchange to the effect that, so long as any Notes
remain outstanding and listed on the Stock Exchange, in the event of any
material adverse change in the financial position and operations of Citicorp
which is not reflected in the Prospectus Supplement, together with the
accompanying Prospectus, as then amended or supplemented, including any
document incorporated by reference therein, Citicorp will either prepare an
amendment or supplement to the Prospectus Supplement and the accompanying
Prospectus or prepare a new Prospectus Supplement to the accompanying
Prospectus for use in connection with any subsequent offering of Notes listed
by Citicorp on the Stock Exchange.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus and this Prospectus Supplement to the extent
that a statement contained herein or therein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein or therein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus or this Prospectus
Supplement.
This Prospectus Supplement should be read in conjunction with the
accompanying Prospectus, which document shall be deemed to be incorporated by
reference into this Prospectus Supplement and be a part hereof.
S-4
<PAGE>
Copies of Citicorp's Annual Report and Form 10-K are distributed to
all Citicorp stockholders. In addition, each person to whom a copy of this
Prospectus Supplement is delivered may obtain, without charge, a copy of any
and all of the documents listed in the first paragraph of this section, as
well as any subsequently filed documents referred to in the second paragraph
herein (other than exhibits to such documents), from:
Citicorp
399 Park Avenue
New York, NY 10043
Attention: Office of the Secretary
and from the offices of Citibank (Luxembourg) S.A., 16, Avenue Marie-Therese,
Luxembourg L-2132.
CITICORP
Citicorp is a holding company incorporated under the laws of the
State of Delaware on December 4, 1967, whose principal subsidiary is Citibank,
N.A. ("Citibank"). The principal office of Citicorp is located at 399 Park
Avenue, New York, New York 10043; its telephone number is (212) 559-1000. The
address of Citicorp's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.
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.
Historical financial statements and certain other information
regarding Citicorp are contained in Citicorp's Annual Report and Form 10-K for
the fiscal year ended December 31, 1993, filed by Citicorp with the Commission
pursuant to the Exchange Act. For additional information regarding Citicorp,
see "Citicorp" in the Prospectus.
S-5
<PAGE>
CAPITALIZATION OF CITICORP
The following table sets forth the consolidated capitalization of
Citicorp as of March 31, 1994, December 31, 1993 and December 31, 1992:
<TABLE>
<CAPTION>
As of As of December 31,
March 31, --------------------
1994 1993 1992
------- -------- -------
(In Millions)
<S> <C> <C> <C>
Long Term Debt ................................................................ $15,246 $15,983 $16,886
Subordinated Capital Notes .................................................... 1,750 2,150 3,250
Redeemable Preferred Stock .................................................... 19 27 36
------- ------- -------
Total ..................................................................... $17,015 $18,160 $20,172
======= ======= =======
Stockholders' Equity:
Preferred Stock (Without Par Value) .......................................... $ 3,887 $ 3,887 $ 3,212
Authorized Shares: 50,000,000(A)
Issued Shares: 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 at March 31, 1994; 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 at December 31, 1993; and 5,280,503 of $100
per share, 5,000,000 of $25 per share, 12,500 of $100,000 per share,
700,000 of $250 per share and 6,408,334 of $177 per share at December 31,
1992
Common Stock ($1.00 par value) ............................................... 415 412 392
Authorized Shares: 800,000,000 at March 31, 1994 and December
31, 1993; 600,000,000 at December 31, 1992
Issued Shares: 414,575,066 at March 31, 1994; 412,017,300
at December 31, 1993, and 391,888,124 at December 31, 1992
Surplus ...................................................................... 3,973 3,898 3,598
Retained Earnings ............................................................ 7,195 6,729 4,822
Net Unrealized Gains--Securities Available for Sale (B) ...................... 227 -- --
Foreign Currency Translation ................................................. (557) (580) (454)
Common Stock in Treasury, at cost ............................................ (391) (393) (389)
Shares: 25,295,038 at March 31, 1994, 25,527,133 at
December 31, 1993, and 25,399,438 at December 31, 1992
------- ------- -------
Total Stockholders' Equity ................................................ $14,749 $13,953 $11,181
------- ------- -------
Total ......................................................................... $31,764 $32,113 $31,353
- ----------------- ======= ======= =======
<FN>
(A) Issuable as either redeemable or non-redeemable. At March 31, 1994,
December 31, 1993, and December 31, 1992, 270,000, 270,000 and 360,000,
respectively, shares of redeemable preferred stock were issued and
outstanding.
(B) Balance at March 31, 1994 reflects the effect of adopting SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities."
</FN>
</TABLE>
On May 16, 1994, Citicorp issued 700,000 shares of non-redeemable
preferred stock at $250 per share. On June 13, 1994, Citicorp issued
$250,000,000 aggregate principal amount of 7 3/4% Subordinated Notes Due June
15, 2006. On July 22, 1994, Citicorp entered into an underwriting agreement to
issue 400,000 shares of non-redeemable preferred stock at $250 per share, the
proceeds of which are expected to be used to redeem 1,000,000 shares of a
series of preferred stock having a redemption price of $100 per share. There
have been no material changes, other than those discussed herein, in the
consolidated capitalization of Citicorp since March 31, 1994.
Purchased funds and other borrowings, which include commercial paper
and other borrowings with original maturities of less than one year, amounted
to $17,527 million at March 31, 1994, $16,777 million at December 31, 1993,
and $18,120 million at December 31, 1992.
S-6
<PAGE>
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial
data for each of the years in the five year period ended December 31, 1993 and
unaudited financial data for the three months ended March 31, 1994 . The
"Summary Financial Data" should be read in conjunction with and are qualified
in their entirety by the detailed financial statements and other information
included in the documents incorporated herein by reference. See "Incorporation
of Certain Documents by Reference". The summary is not covered by the Report
of Independent Auditors incorporated by reference in this Prospectus
Supplement. The consolidated financial data at and for the three months ended
March 31, 1994 is derived from unaudited financial statements. The results for
the three months ended March 31, 1994 are not necessarily indicative of the
results for the full year or any other interim period.
<TABLE>
<CAPTION>
Three Months
Ended Year ended December 31,
March 31, -----------------------------------------
1994 1993 1992 1991 1990 1989
------------ ---- ---- ---- ---- ----
(In Millions, Except Per Share Amounts)
<S> <C> <C> <C> <C> <C> <C>
Consolidated Summary of Financial Results:
Net Interest Revenue ................................. $2,085 $ 7,690 $ 7,456 $ 7,265 $ 7,185 $ 7,358
Fees, Commissions and Other Revenue .................. 1,776 8,385 8,165 7,485 7,402 6,394
------ ------- ------- ------- ------- -------
Total Revenue ....................................... $3,861 $16,075 $15,621 $14,750 $14,587 $13,752
Provision for Credit Losses .......................... 415 2,600 4,146 3,890 2,662 2,521
Operating Expense .................................... 2,447 10,615 10,057 11,097 11,099 9,698
------ ------- ------- ------- ------- -------
Income (Loss) Before Taxes and
Cumulative Effects of Accounting Changes ............ $ 999 $ 2,860 $ 1,418 $ (237) $ 826 $ 1,533
Income Taxes ......................................... 390 941 696 677 508 1,035
------ ------- ------- ------- ------- -------
Income (Loss) Before Cumulative
Effects of Accounting Changes ....................... $ 609 $ 1,919 $ 722 $ (914) $ 318 $ 498
Cumulative Effects of Accounting Changes(A) .......... (56) 300 -- 457 140 --
------ ------- ------- ------- ------- -------
Net Income (Loss) .................................... $ 553 $ 2,219 $ 722 $ (457) $ 458 $ 498
====== ======= ======= ======= ======= =======
Income (Loss) Applicable to Common Stock ............. $ 466 $ 1,900 $ 497 $ (649) $ 319 $ 373
====== ======= ======= ======= ======= =======
Dividends Declared Per Common Share .................. -- -- -- .75 1.74 1.59
Earnings (Loss) Per Share(B)
On Common and Common Equivalent Shares
Income (Loss) Before Cumulative
Effects of Accounting Changes ....................... $ 1.24 $ 3.82 $ 1.35 $ (3.22) $ .57 $ 1.16
Cumulative Effects of Accounting Changes(A) .......... (.13) .68 -- 1.33 .42 --
------ ------- ------- ------- ------- -------
Net Income (Loss) .................................... $ 1.11 $ 4.50 $ 1.35 $ (1.89) $ .99 $ 1.16
====== ======= ======= ======= ======= =======
Assuming Full Dilution
Income (Loss) Before Cumulative
Effects of Accounting Changes ....................... $ 1.12 $ 3.53 $ 1.35 $ (3.22) $ .57 $ 1.16
Cumulative Effects of Accounting Changes(A) .......... (.11) .58 -- 1.33 .42 --
------ ------- ------- ------- ------- -------
Net Income (Loss) .................................... $ 1.01 $ 4.11 $ 1.35 $ (1.89) $ .99 $ 1.16
====== ======= ======= ======= ======= =======
Period End Balances (In Billions)
Total Loans, Net ..................................... $132.8 $ 134.6 $ 135.9 $ 147.6 $ 151.9 $ 155.4
Total Assets(C) ...................................... 241.1 216.6 213.7 216.9 217.0 230.6
Total Deposits ....................................... 153.0 145.1 144.2 146.5 142.5 137.9
Debt(D) .............................................. 17.0 18.2 20.2 23.4 23.2 24.0
Stockholders' Equity(E) .............................. 14.7 14.0 11.2 9.5 9.7 10.1
- --------------------
<FN>
(A) Refers to accounting change for postemployment benefits in 1994, income
taxes in 1993, accounting change for venture capital subsidiaries in 1991
and accounting change for certain derivative products in 1990.
(B) On net income (loss) after deducting preferred stock dividends, except
where conversion is assumed.
(C) Effective January 1, 1994, Citicorp adopted FASB Interpretation No. 39,
"Offsetting of Amounts Related to Certain Contracts", which increased
assets and liabilities by approximately $14.7 billion at March 31, 1994.
(D) Includes long-term debt, subordinated capital notes and redeemable
preferred stock.
(E) Effective January 1, 1994, Citicorp adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", which increased
stockholders' equity by $227 million after tax at March 31, 1994.
</FN>
</TABLE>
S-7
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes
offered hereby supplements the description of the general terms and provisions
of Notes set forth under the heading "Description of Notes" in the
accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not defined herein have the meanings assigned to such terms
in the accompanying Prospectus and the Senior Indenture, in the case of Senior
Notes, and the Subordinated Indenture, in the case of Subordinated Notes (each
as defined below). The following description of the Notes will apply unless
otherwise stated in the applicable Pricing Supplement.
General
The Senior Notes offered hereby will be issued under the Indenture,
dated as of September 1, 1989, between Citicorp and United States Trust
Company of New York, as Trustee (the "Senior Trustee"), as supplemented by a
First Supplemental Indenture dated as of September 25, 1990 between Citicorp
and the Senior Trustee (such Indenture, together with such First Supplemental
Indenture and any additional supplemental indentures thereto, is hereinafter
referred to as the "Senior Indenture"), referred to in the accompanying
Prospectus. As of the date of this Prospectus Supplement, the principal office
of the Senior Trustee is located at 114 West 47th Street, New York, New York
10036. The Subordinated Notes offered hereby will be issued under the
Indenture, dated as of April 1, 1991, between Citicorp and Chemical Bank, as
Trustee (the " Subordinated Trustee" and, together with the Senior Trustee,
the "Trustees"), as supplemented by the First Supplemental Indenture dated as
of November 27, 1992 between Citicorp and the Subordinated Trustee (such
Indenture, together with such First Supplemental Indenture and any additional
supplemental indentures thereto, is hereinafter referred to as the
"Subordinated Indenture"; the Subordinated Indenture together with the Senior
Indenture, the "Indentures"; and each, an "Indenture"), referred to in the
accompanying Prospectus. As of the date of this Prospectus Supplement, the
principal office of the Subordinated Trustee is located at 450 West 33rd
Street, New York, New York 10001. The Senior Notes and the Subordinated Notes
each constitute a single series for purposes of the applicable Indenture and
are limited to an aggregate principal amount of up to U.S. $3,000,000,000 in
the case of the Senior Notes and U.S. $1,000,000,000 in the case of the
Subordinated Notes (including, in the case of Foreign Currency Notes, the
equivalent thereof at the Market Exchange Rate on the applicable Trade Date in
the Specified Currency), subject to reduction as a result of the sale by
Citicorp inside the United States of its Global Medium-Term Senior Notes,
Series C (in the case of the Senior Notes) and its Global Medium-Term
Subordinated Notes, Series C (in the case of the Subordinated Notes), or by or
pursuant to action of Citicorp's Board of Directors, provided that no such
reduction by action of Citicorp's Board of Directors will affect any Note
already issued or as to which an offer to purchase has been accepted by
Citicorp. See "Plan of Distribution of Notes" below. The foregoing limits,
however, may be increased by Citicorp if in the future it determines that it
may wish to sell additional Notes, provided that Citicorp will prepare a new
Prospectus Supplement or Pricing Supplement in connection with such an
increase.
The Senior Notes will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness of Citicorp. The Subordinated
Notes will be unsecured and will rank pari passu with all other unsecured and
subordinated indebtedness of Citicorp other than subordinated indebtedness as
to which, in the instrument 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.
The Notes may be issued as Original Issue Discount Notes. An
"Original Issue Discount Note" is a Note, including any Zero-Coupon Note,
which is issued at a price lower than the amount payable at the Stated
Maturity thereof and which provides that upon redemption or acceleration of
the Stated Maturity thereof an amount less than the principal amount payable
at the Stated Maturity thereof and determined in accordance with the terms
thereof shall become due and payable. Original Issue Discount Notes, as well
as certain other Notes offered hereunder, may, for United States federal
income tax purposes, be considered "Discount Notes". Certain Holders of, or
owners of beneficial interests in, Original Issue Discount Notes having a
Stated Maturity of more than one year from their date of issue will have to
include original issue discount in income as it accrues, generally before
receipt of cash attributable to such income. Additional special United States
federal income tax consequences of the ownership of Discount Notes are
described under "United States Taxation--Original Issue Discount" in the
accompanying Prospectus. A "Zero-Coupon Note" means a Note that does not bear
interest prior to Maturity.
The Notes may be issued as Indexed Notes. Payments of principal
and/or interest in respect of Indexed Notes will be calculated by reference to
such index or formula as Citicorp and the relevant Agent may agree. Any index
selected
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for such purpose shall be an index of currencies, the prices of shares,
debentures, options, commodities or other tradeable property, whether derived
from the official quotations of all or a specified number of such items on a
stock exchange or other generally recognized exchange or derived from any
other published or publicly available source, in each case calculated by the
relevant stock or other exchange or another third party. In the event of the
suspension of the calculation of the index by the relevant stock or other
exchange or third party, or if the basis of the calculation is changed, then
the index shall be calculated by the Indexed Notes Calculation Agent (as
defined below), on the same basis and subject to the same conditions and
controls, as applied to the initial calculating party, in relation to the use
of the relevant index for all other purposes. Calculation determined on the
basis of the relevant index will, in the absence of manifest error, be binding
on all parties. Unless otherwise specified in the Pricing Supplement, the
calculation agent (the "Indexed Notes Calculation Agent") appointed by
Citicorp to calculate principal and/or interest in respect of the Indexed
Notes will be Citibank. Holders of Indexed Notes may receive a principal
amount at Maturity that is greater than or less than the face amount of such
Notes depending upon the fluctuation of the relative value, rate or price of
the specified index. The Pricing Supplement relating to an Issue of Indexed
Notes will contain specific information pertaining to the method for
determining the principal amount payable at Maturity, a historical comparison
of the relative value, rate or price of the specified index and the face
amount of the Indexed Note and certain additional tax considerations, as well
as the manner of calculation of the amount of principal payable if the
specified index is no longer calculated or published. See "Foreign Currency
Risks" below.
The "Stated Maturity" of an Issue of Notes shall be the date
specified in the applicable Pricing Supplement as the fixed date on which the
principal of such Notes is due and payable. The "Maturity" of an Issue of
Notes shall be the date on which the principal of such Notes becomes due and
payable, whether at Stated Maturity, by acceleration, redemption or otherwise.
Unless otherwise indicated in the applicable Pricing Supplement, the
Notes will be denominated in U.S. dollars and payments of principal of and any
premium and interest on the Notes will be made in U.S. dollars in the manner
described in this Prospectus Supplement and the accompanying Prospectus under
the caption "Description of Notes--Payment and Paying Agents". If any of the
Notes are to be denominated in a Specified Currency, additional information
pertaining to the terms of such Notes and other matters of interest to the
Holders thereof will be described in the applicable Pricing Supplement. See
"Special Provisions Relating to Foreign Currency Notes" and "Foreign Currency
Risks" below and "Foreign Currency Risks" and "United States Taxation" in the
accompanying Prospectus.
For a description of the rights attaching to series of Notes under
the applicable Indenture, see "Description of Notes" in the accompanying
Prospectus. The provisions of the Indentures described under "Description of
Notes--Assumption of Obligations" and "Description of Notes--Defeasance and
Covenant Defeasance" in the accompanying Prospectus apply to the Notes.
Interest
Each Note, except a Zero-Coupon Note, will bear interest from and
including its Issue Date or from and including the most recent Interest
Payment Date (or, in the case of a Floating Rate Note with daily or weekly
Interest Reset Dates, the day following the most recent Regular Record Date)
with respect to which interest on such Note (or any predecessor Note) has been
paid or duly provided for at the fixed rate per annum, or at the rate per
annum determined pursuant to the interest rate index specified in the
applicable Pricing Supplement, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment Date
and at Maturity. Unless otherwise specified in the applicable Pricing
Supplement, interest shall accrue on the Notes of any Issue from the period
beginning on and including the Issue Date of such Notes and ending on and
excluding the first Interest Payment Date with respect to such Notes and each
successive period beginning on and including each Interest Payment Date and
ending on and excluding the next successive Interest Payment Date or at
Maturity (each such period, an "Interest Period").
Each Note, except a Zero-Coupon Note, will bear interest at either
(a) a fixed rate or rates (a "Fixed Rate Note") or (b) a variable rate
determined by reference to an interest rate index or formula (a "Floating Rate
Note"), which may be adjusted by adding or subtracting the Spread (as defined
below) and/or multiplying by the Spread Multiplier (as defined below), unless
otherwise indicated in the applicable Pricing Supplement. Holders of
Zero-Coupon Notes will receive no periodic payments of interest on such Notes.
In addition to any maximum interest rate which may be applicable to
any Note, the interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
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States law of general application. Under present New York law the maximum rate
of interest is 25% per annum on a simple interest basis. The limit does not
apply to Notes in which U.S. $2,500,000 or more has been invested.
Fixed Rate Notes
The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Note. Unless
otherwise indicated in the applicable Pricing Supplement, the Interest Payment
Dates for Fixed Rate Notes will be February 15 and August 15 of each year and
at Maturity and the Regular Record Dates for Fixed Rate Notes that are
Registered Notes will be the February 1 or August 1, as the case may be, next
preceding such Interest Payment Dates. Interest on such Notes will be computed
on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable Pricing Supplement, if
any Interest Payment Date or the Maturity with respect to any Fixed Rate Note
is not a Business Day at any Place of Payment (as defined under "Payment and
Paying Agents" below), then payments due need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the date
such payments were due and no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date or such Maturity, as
the case may be.
Floating Rate Notes
The applicable Pricing Supplement relating to a Floating Rate Note
will designate an interest rate index for such Floating Rate Note. Such index
may be: (a) the Commercial Paper Rate, in which case such Note will be a
"Commercial Paper Rate Note"; (b) LIBOR, in which case such Note will be a
"LIBOR Note"; (c) the Treasury Rate, in which case such Note will be a
"Treasury Rate Note"; (d) the Certificate of Deposit Rate, in which case such
Note will be a "CD Rate Note"; (e) the Federal Funds Effective Rate, in which
case such Note will be a "Federal Funds Rate Note"; (f) the Prime Rate, in
which case such Note will be a "Prime Rate Note"; (g) the Constant Maturity
Treasury Rate, in which case such Note will be a "CMT Rate Note"; or (h) such
other interest rate index or formula as is set forth in such Pricing
Supplement. The applicable Pricing Supplement for a Floating Rate Note also
will specify the Spread and/or Spread Multiplier, if any, and the maximum or
minimum interest rate limitation, if any, applicable to each Note. "Spread"
means the number of basis points, as specified in the applicable Pricing
Supplement, as being applicable to the interest rate for a particular Floating
Rate Note and "Spread Multiplier" means the percentage, as specified in the
applicable Pricing Supplement, as being applicable to the interest rate for a
particular Floating Rate Note. In addition, such Pricing Supplement will
specify for each Floating Rate Note the following terms, if applicable:
Calculation Dates; Initial Interest Rate; Interest Payment Dates; Regular
Record Dates; Index Maturity; Interest Determination Dates and Interest Reset
Dates (each as defined below). "Calculation Date" means the date, as specified
in the applicable Pricing Supplement, on which the Calculation Agent is to
calculate the interest rate for a Floating Rate Note.
"Market Day" means (a) with respect to any Note, any day that is not
a Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions generally are authorized or obligated by law or executive
order to close, (b) with respect to LIBOR Notes only, any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market, (c) with respect to Foreign Currency Notes, other than such Notes
denominated in ECUs (as defined under "Special Provisions Relating to Foreign
Currency Notes--European Currency Unit" below) only, any day that, in the
principal financial center of the country of the Specified Currency, is not a
day on which banking institutions generally are authorized or obligated by law
to close, and (d) with respect to Foreign Currency Notes denominated in ECUs
only, any day that is designated as an ECU settlement day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU interbank
market as a day on which payments in ECUs may be made.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each, an "Interest
Reset Date"), as specified in the applicable Pricing Supplement provided,
however, the interest rate in effect from the Issue Date of a Floating Rate
Note to the first Interest Reset Date will be the "Initial Interest Rate" and
will be set forth in the applicable Pricing Supplement; and unless otherwise
specified in the applicable Pricing Supplement, the interest rate in effect
for the ten days immediately prior to maturity of any instalment of principal
will be that in effect on the tenth day preceding the Maturity. If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that
is not a Market Day, the Interest Reset Date for such Floating Rate Note shall
be the next succeeding Market Day, except that in the case of a LIBOR Note, if
such Market Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Market Day.
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"Interest Determination Date" means, with respect to any Note, the
date, as specified in the applicable Pricing Supplement, as of which the rate
of interest in effect on an Interest Reset Date will be determined. Unless
otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date pertaining to an Interest Reset Date for (a) a Floating
Rate Note other than a Treasury Rate Note will be the second Market Day
preceding such Interest Reset Date and (b) a Treasury Rate Note will be the
day of the week in which such Interest Reset Date falls on which Treasury
bills are auctioned. Treasury bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Interest Determination
Date pertaining to the Interest Reset Date occurring in the next succeeding
week. If an auction date shall fall on a day which would otherwise be an
Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall be the first Market Day immediately following such auction date.
A Floating Rate Note may have either or both of the following: (a) a
maximum numerical interest rate limitation, or ceiling, on the rate of
interest which may accrue during any interest period and (b) a minimum
numerical interest rate limitation, or floor, on the rate of interest which
may accrue during any interest period.
"Interest Payment Date" means with respect to any Note, the date, as
specified in the applicable Pricing Supplement, on which accrued interest on
such Note is due and payable, provided, however, if an Interest Payment Date
with respect to any Floating Rate Note (other than an Interest Payment Date
occurring on Maturity) would otherwise be a day that is not a Market Day, such
Interest Payment Date will be the next succeeding Market Day, except that, in
the case of a LIBOR Note, if the next succeeding Market Day is in the next
succeeding calendar month, such Interest Payment Date will be the immediately
preceding Market Day. If the Maturity with respect to any Floating Rate Note
would otherwise fall on a day that is not a Market Day, any payments due shall
be made on the next succeeding Market Day and no interest on such payments
will accrue for the period from and after such Maturity. The "Regular Record
Date" with respect to Floating Rate Notes that are Registered Notes shall be
the date 15 calendar days prior to each Interest Payment Date, whether or not
such date shall be a Market Day.
Unless otherwise indicated in the applicable Pricing Supplement,
interest payments for a Floating Rate Note shall be the amount of interest
accrued to, but excluding, the Interest Payment Date or Maturity; provided,
however, that if the Interest Reset Dates with respect to any Floating Rate
Note are daily or weekly, interest payable on any Interest Payment Date, other
than interest payable on any date on which principal of any such Note is
payable, will include interest accrued to and including, in the case of
Registered Notes, the Regular Record Date or, in the case of Bearer Notes, the
fourteenth calendar day, in each case next preceding such Interest Payment
Date.
Accrued interest on any Floating Rate Note from its Issue Date or
from the last date to which interest has been paid or payment thereof has duly
been made available is calculated by multiplying the face amount of such
Floating Rate Note by an accrued interest factor. Such accrued interest factor
is computed by adding the interest factor calculated for each day from the
Issue Date or from the last date to which interest has been paid or payment
thereof has duly been made available for to the date for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Pricing Supplement, the interest factor for each such day is computed by
dividing the interest rate applicable to such date by 360, (or by the actual
number of days in the year, in the case of Treasury Rate Notes or CMT Rate
Notes).
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation on Floating Rate Notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upwards).
With respect to any Issue of Floating Rate Notes listed on the Stock
Exchange, the Calculation Agent will provide the interest rate which will
become effective as a result of a determination made on the most recent
Interest Determination Date with respect to such Floating Rate Note to the
Stock Exchange no later than the first Market Day of the related Interest
Period, and to the Holder of a Floating Rate Note upon request. The interest
rate then in effect on any Floating Rate Note will also be available upon
request of the Holder thereof from the office of Citibank (Luxembourg) S.A.
and, as long as such Floating Rate Notes are listed on the Stock Exchange,
will be published in the Luxembourg Wort promptly after determination thereof.
The "Calculation Agent" means the agent appointed by Citicorp to calculate
interest rates under the circumstances specified below for Floating Rate
Notes. Unless otherwise provided in an applicable Pricing Supplement, the
Calculation Agent will be Citibank.
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Commercial Paper Rate Notes. Each Commercial Paper Rate Note will
bear interest at the interest rate (calculated with reference to the
Commercial Paper Rate and the Spread and/or Spread Multiplier, if any)
specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate
quoted on a discount basis on such date for commercial paper having the Index
Maturity specified in the applicable Pricing Supplement as published in
H.15(519) under the heading "Commercial Paper". In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on such Interest Determination
Date for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as published in Composite Quotations under the
heading "Commercial Paper". If such rate is neither published in H.15(519) by
9:00 A.M., New York City time, on such Calculation Date nor in Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date, the
Commercial Paper Rate for that Interest Determination Date will be calculated
by the Calculation Agent and shall be the Money Market Yield of the arithmetic
mean of the offered rates, as of 11:00 A.M., New York City time, on that
Interest Determination Date, of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for commercial paper
having the Index Maturity specified in the applicable Pricing Supplement
placed for an industrial issuer whose senior unsecured bond rating is "AA", or
the equivalent, from a nationally recognized rating agency; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
----------
360-(D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
"Composite Quotations" means the daily statistical release entitled
"Composite Quotations for U.S. Government Securities", or any successor
publication, published by the Federal Reserve Bank of New York. "Index
Maturity" means, with respect to a Floating Rate Note, the period to maturity
of the instrument or obligation on which the interest rate index is based, as
indicated in the applicable Pricing Supplement. "H.15(519)" means the weekly
statistical release entitled "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication, published by the Board of Governors of
the Federal Reserve System.
LIBOR Notes. Each LIBOR Note will bear interest at the interest rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier,
if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
LIBOR will be determined by the Calculation Agent in accordance with the
following provisions:
(a) With respect to any Interest Determination Date, LIBOR will be
as specified in the applicable Pricing Supplement, either (i) the
arithmetic mean of the offered rates for deposits in U.S. dollars having
the Index Maturity specified in the applicable Pricing Supplement,
commencing on the second Market Day immediately following such Interest
Determination Date, which appear on the Reuters Screen LIBO Page (as
defined below) as of 11:00 A.M., London time, on such Interest
Determination Date, if at least two such offered rates appear on the
Reuters Screen LIBO Page, or (ii) the rate for deposits in U.S. dollars
having the Index Maturity specified in the applicable Pricing Supplement,
commencing on the second Market Day immediately following the Interest
Determination Date that appears on the Telerate Screen Page 3750 (as
defined below) as of 11:00 A.M. on that Interest Determination Date.
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying
London interbank offered rates of major banks or a comparable display, as
determined in the sole discretion of and selected by the Calculation
Agent, of London interbank offered rates or major bank offered rates, as
may be available from a similar service). "Telerate Screen Page 3750"
means the display designated as page "British Bankers Assoc. Interest
Settlement Rates" on the Telerate system, page 3750 (or
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such other page or pages as may replace such page on the system for the
purpose of displaying such rates). If fewer than two offered rates appear
on the Reuters Screen LIBO Page, or if no rate appears on Telerate Page
3750, as applicable, LIBOR for such Interest Determination Date will be
determined as described in (b) below. The selection of the Reuters Screen
LIBO Page or the Telerate Screen Page 3750 shall be as specified in the
applicable Pricing Supplement. If neither Reuters Screen LIBO or Telerate
Screen 3750 is specified in the applicable Pricing Supplement, LIBOR will
be determined as if Telerate Screen 3750 had been specified.
(b) With respect to an Interest Determination Date on which fewer
than two offered rates for the applicable Index Maturity appear on the
Reuters Screen LIBO Page as specified in (a)(i) above, or on which no
rate appears on the Telerate Screen Page 3750 as specified in (a)(ii)
above, LIBOR will be determined on the basis of the rates at
approximately 11:00 A.M., London time, on such Interest Determination
Date at which deposits in U.S. dollars having the Index Maturity
designated in the applicable Pricing Supplement, commencing on the second
Market Day immediately following such LIBOR Interest Determination Date
and in a principal amount of not less than U.S. $1,000,000 and
representative for a single transaction in such market at such time, are
offered to prime banks in the London interbank market by four major banks
in the London interbank market selected by the Calculation Agent. The
Calculation Agent will request the principal London office of each of
such banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR for such Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations
are provided, LIBOR for such Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
City time, on such Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent for loans in U.S.
dollars to leading European banks having the applicable Index Maturity
commencing on the second Market Day immediately following such Interest
Determination Date and in a principal amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR will be LIBOR in effect on such Interest Determination Date.
Treasury Rate Notes. Each Treasury Rate Note will bear interest at
the interest rate (calculated with reference to the Treasury Rate and the
Spread and/or Spread Multiplier, if any) specified in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Treasury Rate" means, with respect to any Interest Determination Date, the
rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable
Pricing Supplement as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not
so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the Index Maturity
specified in the applicable Pricing Supplement are neither published in
H.15(519) by 9:00 A.M., New York City time, on such Calculation Date, nor
otherwise published or reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate will be calculated by the Calculation Agent and
will be a yield to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent, for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Interest Determination Date.
CD Rate Notes. Each CD Rate Note will bear interest at the interest
rate (calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "CD
Rate" means, with respect to any Interest Determination Date, the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
in the applicable Pricing Supplement as published in H.15(519) under the heading
"CDs (Secondary Market)". In the event that such rate is not so published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the CD Rate will be the rate on such Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity specified in the applicable Pricing Supplement as published in
Composite Quotations under the heading "Certificates of Deposit". If such rate
is neither published in H.15(519) by 9:00 A.M.,
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New York City time, on such Calculation Date nor in Composite Quotations by 3:00
P.M., New York City time, on such Calculation Date, the CD Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index Maturity
specified in the applicable Pricing Supplement in a denomination of $5,000,000;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD
Rate in effect on such Interest Determination Date.
Federal Funds Rate Notes. Each Federal Funds Rate Note will bear
interest at the interest rate (calculated with reference to the Federal Funds
Effective Rate and the Spread and/or Spread Multiplier, if any) specified in
the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Federal Funds Effective Rate" means, with respect to any Interest
Determination Date, the rate on that date for Federal Funds having the Index
Maturity specified in the applicable Pricing Supplement as published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that
such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Effective Rate will be the rate on such Interest Determination Date as
published in Composite Quotations under the heading "Federal Funds/Effective
Rate". If such rate is neither published in H.15(519) by 9:00 A.M., New York
City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Federal Funds Effective Rate
for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates as of 9:00 A.M., New York
City time, on such Interest Determination Date for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Effective Rate will be the Federal Funds Effective Rate in effect on
such Interest Determination Date.
Prime Rate Notes. Each Prime Rate Note will bear interest at the
interest rate (calculated with reference to the Prime Rate and the Spread
and/or Spread Multiplier, if any) specified in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Prime Rate" means, with respect to any Interest Determination Date, the rate
set forth on such date in H.15(519) under the heading "Bank Prime Loan". In
the event that such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
then the Prime Rate will be determined by the Calculation Agent and will be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for that Interest Determination
Date. If fewer than four such rates but more than one such rate appear on the
Reuters Screen NYMF Page for the Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least U.S. $500,000,000 and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if
the banks selected as aforesaid are not quoting as mentioned in this sentence,
the Prime Rate will be the Prime Rate in effect on such Interest Determination
Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
CMT Rate Notes. CMT Rate Notes will bear interest at the rates
(calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in such CMT Rate Notes and any applicable
Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CMT
Rate" means, with respect to any Interest Determination Date relating to a CMT
Rate Note, the rate displayed on the Designated CMT Telerate Page (as
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defined below) under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . .Mondays Approximately 3:45 P.M.",
under the column for the Index Maturity for (i) if the Designated CMT Telerate
Page is 7055, such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as set forth in the applicable
Pricing Supplement, ended immediately preceding the week in which the related
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such Interest Determination
Date will be such treasury constant maturity rate for the Index Maturity as
published in the relevant H.15(519). If such rate is no longer published, or
if not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such Interest Determination Date will be such
treasury constant maturity rate for the Index Maturity (or other United States
Treasury rate for the Index Maturity) for the Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing mid-market prices as of approximately
3:30 P.M., New York City time, on the Interest Determination Date reported,
according to their written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The City of New
York (which may include an Agent or its affiliates) selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Index Maturity and a remaining term to
maturity of not less than such Index Maturity minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market closing mid-market prices as of approximately 3:30
P.M., New York City time, on the Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the Index
Maturity and a remaining term to maturity closest to the CMT Index Maturity
and in an amount of at least $100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate will be the CMT Rate in effect
on such Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence have remaining terms to
maturity equally close to the Index Maturity, the quotes for the Treasury Note
with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated in the applicable Pricing Supplement
(or any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing Supplement, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
Form and Denominations
The Notes will be issuable in bearer form ("Bearer Notes"), with
coupons attached, except for Zero-Coupon Notes, and in registered form
("Registered Notes"), without coupons. Unless otherwise specified in the
applicable Pricing Supplement, Bearer Notes and Registered Notes, in each case
other than Foreign Currency Notes, will be issuable in denominations of U.S.
$50,000 and any integral multiple of U.S. $1,000 in excess thereof. With
respect to denominations of Foreign Currency Notes, see "Special Provisions
Relating to Foreign Currency Notes" below. The Notes will be subject to a
minimum purchase requirement, as described on page S-2 of this Prospectus
Supplement.
All Notes purchased on original issuance by or on behalf of a United
States person (as defined below), other than a Qualifying Foreign Branch of a
U.S. Financial Institution (as defined below), will be issued only in fully
registered form and will be delivered to such purchaser, in any authorized
denomination, in a minimum aggregate principal amount of U.S. $50,000 (or, in
the case of a Foreign Currency Note, the equivalent thereof at the Market
Exchange
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Rate on the Trade Date for the Note in the Specified Currency), on the
settlement date for the purchase of such Notes. In addition, Registered Notes,
in any authorized denomination and in a minimum aggregate principal amount of
U.S. $50,000 (or, in the case of a Foreign Currency Note, the equivalent
thereof at the Market Exchange Rate on the Trade Date for the Note in the
Specified Currency), will be delivered on the settlement date for the purchase
of such Notes to any other purchaser who so requests at the time of offering
to purchase such Notes and provides the information necessary to issue
Registered Notes. Any Notes purchased by or on behalf of a United States
person which is a Qualifying Foreign Branch of a U.S. Financial Institution
will not be required to be delivered to such purchaser in fully registered
form on the settlement date for such Notes if, at the time of offering to
purchase such Notes, such purchaser orally represents to the soliciting Agent
that it is a Qualifying Foreign Branch of a U.S. Financial Institution and
orally agrees with such Agent that it will provide the required certification
described below. "United States" means the United States of America (including
the States and the District of Columbia). "United States person" means a
citizen or resident of the United States, any 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. "Qualifying Foreign Branch of a U.S.
Financial Institution" means a branch of a United States financial institution
(as defined in Treasury Regulations Section 1.165-12(c)(1)(v)) located outside
the United States that has agreed to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986,
as amended from time to time, and the regulations thereunder (the "Code").
Except as provided in the preceding paragraph, all Notes, other than
Zero-Coupon Notes, of the same Issue, will be represented initially by a
temporary global Note, without interest coupons, which will be deposited with
a common depositary in London for Euroclear and Cedel for the accounts of the
subscribers of the Notes on the related settlement date. Upon deposit of each
temporary global Note, Euroclear or Cedel, as the case may be, will credit
each subscriber with a principal amount of Notes equal to the principal amount
thereof for which it has subscribed and paid, which in any event shall not be
less than U.S. $50,000 (or, in the case of a Foreign Currency Note, the
equivalent thereof at the Market Exchange Rate on the Trade Date for the Note
in the Specified Currency). The interests of the beneficial owner or owners in
a temporary global Note will be exchangeable, commencing 45 days after the
Issue Date for the Notes represented thereby, at the option of the beneficial
owner or owners of interests in such temporary global Note, for either
definitive Registered Notes or definitive Bearer Notes, in each case of like
tenor and of an equal aggregate principal amount and in any authorized
denomination (provided that in either case notice of exercise of such option
is given to the Security Registrar through Euroclear or Cedel on the related
settlement date), or for interests in a permanent global Note, without
interest coupons, representing an equal aggregate principal amount of Notes of
the same Issue. An exchange of interest in a temporary global Note for
definitive Bearer Notes or an interest in a permanent global Note will be made
only upon written certification, in the form required by the applicable
Indenture, that (a) such 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 Note is 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 Note through the foreign
branch of a United States financial institution and who for purposes of this
certification holds such Note through such financial institution on the date
of certification and, in either case, such United States financial institution
provides a certificate stating that it agrees to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Code; or (c) such Note is owned by
a financial institution for purposes of resale and such financial institution
certifies that it has not acquired such Note for purposes of resale (during
the restricted period) directly or indirectly to a United States person or to
a person within the United States or its possessions. See "Description of
Notes--Temporary Global Notes" and "Limitations on Issuance of Euro-Notes" in
the accompanying Prospectus.
Except as provided in the second preceding paragraph, all Zero-Coupon
Notes of the same Issue will be represented initially by a permanent global
Note, without interest coupons, which will be deposited with a common
depositary in London for Euroclear and Cedel for the accounts of the
subscribers of the Notes on the related settlement date, but only upon written
certification, in the form required by the applicable Indenture, as described
in the next preceding paragraph. Upon deposit of each such permanent global
Note, Euroclear or Cedel, as the case may be, will credit each subscriber with
a principal amount of Notes equal to the principal amount thereof for which it
has subscribed and paid, which in any event shall not be less than U.S.
$50,000 (or, in the case of a Foreign Currency Note, the equivalent thereof at
the Market Exchange Rate on the Trade Date for the Note in the Specified
Currency).
The beneficial owner of a Note represented by a permanent global Note
may, upon 30 days' notice to the Security Registrar, given through Euroclear
or Cedel, exchange its interest in such permanent global Note for definitive
Bearer
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Notes or definitive Registered Notes, in each case of like tenor and of an
equal aggregate principal amount and in any authorized denomination. See
"Description of Notes--Permanent Global Notes" in the accompanying Prospectus.
A beneficial owner having an interest in a temporary global Note must
exchange its share of such temporary global Note for definitive Notes or an
interest in a permanent global Note before interest can be collected, except
as described under "Payment and Paying Agents" below.
The depositary with whom a temporary global Note or a permanent
global Note is deposited, and not the owners of beneficial interests therein,
will be considered the Holders thereof under the applicable Indenture.
Payment and Paying Agents
Each temporary global Note will provide that interest on any portion
thereof payable on an Interest Payment Date prior to the issuance of
definitive Notes or of a permanent global Note will be paid to the common
depositary for each of Euroclear and Cedel, as bearer of such Note, with
respect to the portion of such temporary global Note held for its account.
Each of Euroclear and Cedel will undertake in such circumstances to credit
such interest received by it in respect of a temporary global Note to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Note on such Interest Payment Date, but only upon receipt in
each case of written certification to the effect described under "Description
of Notes--Temporary Global Notes" in the accompanying Prospectus. Any interest
so received by Euroclear and Cedel and not so paid shall be returned to the
Trustee or the applicable Paying Agent immediately prior to the expiration of
two years after such Interest Payment Date in order to be repaid to Citicorp.
If such Interest Payment Date occurs on or after the Exchange Date, an
exchange for a permanent global Note will be effected on such Interest Payment
Date of the portion of the temporary global Note relating to such
certification, in the absence of specific instructions to the contrary.
Each permanent global Note will provide that principal represented
thereby and any premium and interest in respect thereof payable on any
Interest Payment Date or at Maturity will be paid to the common depositary for
each of Euroclear and Cedel, as bearer of such Note, with respect to that
portion of such permanent global Note held for its account. Each of Euroclear
and Cedel will undertake in such circumstances to credit such principal,
premium and interest received by it in respect of a permanent global Note to
the respective accounts of the Persons who are the beneficial owners of such
permanent global Note on such Interest Payment Date or at Maturity, as the
case may be. If a Registered Note is issued in exchange for any portion of a
permanent global Note after the close of business at the office or agency
where such exchange occurs on any Regular Record Date or on any Special Record
Date, as the case may be, interest or Defaulted Interest, as the case may be,
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Note, only to Euroclear and
Cedel, and Euroclear and Cedel will undertake in such circumstances to credit
such interest to the account of the Person who was the beneficial owner of
such portion of such permanent global Note on such Regular Record Date or
Special Record Date, as the case may be. Payment of principal and any premium
and interest payable at Maturity in respect of any permanent global Note will
be made to the common depositary for Euroclear and Cedel, as bearer of such
Note, in immediately available funds.
Except as set forth above, interest on definitive Bearer Notes will
be paid to the bearer of the coupon for a particular Interest Payment Date
upon presentation of the applicable coupon and at Maturity upon surrender of
the definitive Bearer Note to a Paying Agent located, except as otherwise
provided under "Description of Notes--Payment and Paying Agents" in the
accompanying Prospectus, outside the United States and its possessions.
Payment of interest (other than interest payable at Maturity) on Bearer Notes
denominated in U.S. dollars will be made by check or, if requested in writing
by the bearer of the coupon, by transfer to an account maintained by the payee
with a financial institution located outside the United States and its
possessions.
Interest on Registered Notes will be payable generally to the Person
in whose name such Note is registered at the close of business on the Regular
Record Date next preceding each Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the Person to whom principal
shall be payable. The first payment of interest on any Registered Note
originally issued between a Regular Record Date and an Interest Payment Date
will be made on the second Interest Payment Date following the date of
original issuance of such Note to the registered owner on the Regular Record
Date immediately preceding such Interest Payment Date. Payment of interest
(other than interest payable at Maturity) on Registered Notes denominated in
U.S. dollars will be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register.
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Payments of principal of and any premium and interest payable at
Maturity on definitive Registered Notes denominated in U.S. dollars will be
made in immediately available funds at the office of any Paying Agent, and
payments of principal of and any premium and interest payable at Maturity on
definitive Bearer Notes denominated in U.S. dollars will be made in
immediately available funds at the office of any Paying Agent located, except
as otherwise provided under "Description of Notes--Payment and Paying Agents"
in the accompanying Prospectus, outside the United States and its possessions,
provided that in each case the Note is presented to such Paying Agent in time
for such Paying Agent to make such payments in such funds in accordance with
its normal procedures.
With respect to payments on Foreign Currency Notes, see "Special
Provisions Relating to Foreign Currency Notes--Payment" and "Special
Provisions Relating to Foreign Currency Notes--European Currency Unit" herein.
Citicorp has initially designated Citibank, acting through its
principal office in London, England, and Citibank (Luxembourg) S.A., acting
through its principal office in Luxembourg, as its Paying Agents for the Notes
outside the United States, and Citibank, acting through its principal
corporate trust office, as its Paying Agent for the Notes in the Borough of
Manhattan, The City of New York (each such location a "Place of Payment"). So
long as any of the Notes are listed on the Stock Exchange, Citicorp will
maintain a Paying Agent in Luxembourg for such Notes. See "Description of
Notes--Payment and Paying Agents" in the accompanying Prospectus.
Transfer Agents
Citicorp has initially designated Citibank, acting through its
principal corporate trust office, as its transfer agent for the Notes in the
Borough of Manhattan, The City of New York, and Citibank, acting through its
principal office in London, England, as its transfer agent for the Notes
outside the United States. So long as any of the Notes are listed on the Stock
Exchange, Citibank (Luxembourg) S.A., acting through its principal office in
Luxembourg, will act as a transfer agent for such Notes. See "Description of
Notes--Form, Exchange, Registration and Transfer" in the accompanying
Prospectus.
Redemption and Sinking Funds
The Notes will be redeemable prior to their Stated Maturity in the
event of certain changes involving United States taxes or the imposition of
certain information reporting requirements, as described below. The provisions
described in the accompanying Prospectus under "Description of
Notes--Assumption of Obligations" will apply to the Notes in the event of any
such change or imposition. In addition, the applicable Pricing Supplement will
indicate either that a Note cannot otherwise be redeemed prior to its Stated
Maturity or that a Note will also be redeemable at the option of Citicorp on
or after a specified date prior to its Stated Maturity at a specified price or
prices (which may include a premium), together with accrued interest to the
date of redemption. In addition, the applicable Pricing Supplement will
indicate whether Citicorp will be obligated to redeem or purchase a Note
pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof. If Citicorp will be so obligated, the applicable Pricing
Supplement will indicate the period or periods within which and the price or
prices at which the applicable Notes will be redeemed or purchased, in whole
or in part, pursuant to such obligation and the other detailed terms and
provisions of such obligation.
Any Issue of Notes may be redeemed, as a whole but not in part, at
the option of Citicorp, upon not less than 30 nor more than 60 days' prior
notice as described under "Description of Notes--Notices" in the accompanying
Prospectus (which notice shall be irrevocable), at a Redemption Price equal
to, in the case of an Issue of Notes other than Original Issue Discount Notes
and Indexed Notes, 100% of their principal amount, or, in the case of an Issue
of Original Issue Discount Notes and Indexed Notes, the amount specified in or
calculated in accordance with the terms of such Notes, together with any
interest accrued to the date fixed for redemption, if, as a result of any
amendment to, or change in, the laws (or any regulations or rulings
promulgated thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or any amendment to or
change in an official position regarding the application or interpretation of
such laws, regulations or rulings, which amendment or change is effective on
or after the date hereof, Citicorp will become obligated to pay additional
amounts (as described under "Payment of Additional Amounts" below) on, in the
case of an Issue of Notes other than Zero-Coupon Notes, the next succeeding
Interest Payment Date, or, in the case of Zero-Coupon Notes, at Maturity or
upon the sale or exchange of any such Note, provided that such obligation to
pay additional amounts cannot be avoided by the use of reasonable measures
available to Citicorp; provided, however, that in the opinion of Citicorp,
which opinion shall be rendered in good faith, such measures need not be used
if they have or will have a material adverse impact on the conduct of its
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business; and provided further, however, that (a) no such notice of redemption
may be given earlier than 90 days prior to the earliest date on which Citicorp
would be obligated to pay such additional amounts were a payment in respect of
an Issue of Notes, other than Zero-Coupon Notes, then due, or, in the case of
Zero-Coupon Notes, were a payment in respect of such Notes then due or were a
sale or exchange of any such Note then made, and (b) at the time such notice
of redemption is given, such obligation to pay such additional amounts remains
in effect. Immediately prior to the giving of any notice of redemption
pursuant to this paragraph, Citicorp shall deliver to the Trustee a
certificate stating that Citicorp is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to
the right of Citicorp so to redeem have occurred and an opinion of the
Corporate Tax Division of Citicorp to such effect based on such statement of
facts.
In addition, if Citicorp determines that any payment made outside the
United States by Citicorp or any of its Paying Agents of the full amount of
principal or any premium or interest due with respect to any Bearer Note or
coupon would, under any present or future laws or regulations of the United
States affecting taxation or otherwise, be subject to any certification,
information, documentation or other reporting requirement of any kind, the
effect of which requirement is the disclosure to Citicorp, any Paying Agent or
any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or coupon who is a United States Alien
(as defined below under "Payment of Additional Amounts") (other than such a
requirement (a) which would not be applicable to a payment made by Citicorp or
any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or (b) which
can be satisfied by the custodian, nominee or other agent certifying that the
beneficial owner is a United States Alien, provided, in each case referred to
in clauses (a)(ii) and (b) that payment by such custodian, nominee or other
agent of such beneficial owner is not otherwise subject to any such
requirement or (c) would not be applicable to a payment made to any other
Paying Agent in Western Europe), Citicorp at its election will either (x)(i)
redeem an Issue of Notes (other than Zero-Coupon Notes), as a whole but not in
part, upon not less than 30 nor more than 60 days' prior notice as described
under "Description of Notes--Notices" in the accompanying Prospectus, at a
Redemption Price equal to, in the case of an Issue of Notes other than
Original Issue Discount Notes and Indexed Notes, 100% of their principal
amount, or, in the case of Original Issue Discount Notes and Indexed Notes,
the amount specified in or calculated in accordance with the terms of such
Notes, together with interest accrued to the date fixed for redemption, or
(ii) permit any Holders of an Issue of Zero-Coupon Notes to present such Notes
for redemption within 90 days of notice of such redemption for the amount
specified in the terms of such Notes, provided that if any such Holder fails
to present its Note for redemption, such Holder will not be entitled to any
additional amounts, or (y) if and so long as the conditions of the third
paragraph under "Payment of Additional Amounts" below are satisfied, pay the
additional amounts specified in such paragraph. Citicorp will make such
determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee will promptly give notice of such determination
in the manner described under "Description of Notes--Notices" in the
accompanying Prospectus (the "Determination Notice"), in each case stating the
effective date of such certification, information, documentation or other
reporting requirement, whether Citicorp will redeem the relevant Notes or will
pay the additional amounts specified in such paragraph and (if applicable) the
last date by which the redemption of the relevant Notes must take place. If
Citicorp elects to redeem the relevant Notes pursuant to clause (x)(i) above,
such redemption shall take place on such date, not later than one year after
publication of the Determination Notice, as Citicorp elects by notice to the
Trustee at least 75 days before such date, unless shorter notice is acceptable
to the Trustee. Upon receipt of notice from Citicorp of the redemption date,
the Trustee shall cause notice of such date to be given as provided under
"Description of Notes--Notices" in the accompanying Prospectus. If Citicorp
elects to permit redemption of the relevant Notes pursuant to clause (x)(ii)
above, notice of the redemption will be given not more than 268 days following
the Determination Notice and will specify the date fixed for redemption, and
the relevant Notes will be redeemed on the day 97 days after notice of the
redemption has been given. Notwithstanding the foregoing, Citicorp will not so
redeem the relevant Notes or permit redemption of the relevant Notes, as the
case may be, if Citicorp subsequently determines, not less than 30 days prior
to the date fixed for redemption, that subsequent payments on such Notes would
not be subject to any such requirement, in which case Citicorp will promptly
notify the Trustee, which will promptly give notice of that determination in
the manner described under "Description of Notes--Notices" in the accompanying
Prospectus, and any earlier redemption notice will thereupon be revoked and of
no further effect. If Citicorp elects as provided in clause (y) above to pay
additional amounts, and as long as Citicorp is obligated to pay such
additional amounts, Citicorp may subsequently redeem the relevant Notes (other
than Zero-Coupon Notes) at any time, as a whole but not in part, upon not less
than 30 nor more than 60 days' prior notice given in the manner described
under "Description of Notes--Notices" in the accompanying Prospectus, at a
Redemption Price equal to
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100% of their principal amount, or, in the case of Original Issue Discount
Notes (other than Zero-Coupon Notes) and Indexed Notes, the amount specified
in or calculated in accordance with the terms of such Notes, together with
interest accrued to the date fixed for redemption, including any additional
amounts required to be paid but without reduction for applicable United States
withholding taxes.
Payment of Additional Amounts
Citicorp will pay to the Holder of any Note or any coupon
appertaining thereto who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that, in the case of a Note
other than a Zero-Coupon Note, every net payment of the principal of and any
premium and interest on such Note or, in the case of a Zero-Coupon Note, (i)
the net payment of principal of and interest on overdue principal, if any, on
such Note and (ii) the net proceeds from the sale or exchange of such Note, to
the extent of the issue price plus accrued but unpaid original issue discount,
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States or any
political subdivision or taxing authority thereof or therein upon or as a
result of such payment or as a result of such sale or exchange, as the case
may be, will not be less than the amount provided for in such Note or in such
coupon to be then due and payable, or, in the case of a sale or exchange, the
amount of the net proceeds from the sale or exchange before any such tax,
assessment or other governmental charge; provided, however, that Citicorp
shall not be required to make any payment of additional amounts for or on
account of:
(a) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation)
and the United States, including, without limitation, such Holder (or
such fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a citizen or resident thereof or being or having
been present or engaged in trade or business therein or having or having
had a permanent establishment therein or (ii) the presentation by a
Holder of a Note or any coupon appertaining thereto for payment on a date
more than 10 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for,
whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal
property tax or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such Holder's past or present status as a personal holding
company, a foreign personal holding company or a passive foreign
investment company with respect to the United States or as a corporation
which accumulates earnings to avoid United States federal income tax;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments of principal of, or
any premium or interest (including interest on overdue principal, if any)
on, the Notes, other than Zero-Coupon Notes or, in the case of
Zero-Coupon Notes, from payments of principal of or any premium or
interest on overdue principal of such Notes or from payments from the
proceeds of a sale or exchange of such Notes;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or any
premium or interest on, the Notes, if such payment can be made without
such withholding by any of the other Paying Agents in western Europe;
(f) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections with the United States of
the Holder or beneficial owner of the Notes or any coupon appertaining
thereto, if such compliance is required by statute or by regulation of
the United States Treasury Department as a pre-condition to relief or
exemption from such tax, assessment or other governmental charge;
(g) in the case of Notes other than Zero-Coupon Notes, any tax,
assessment or other governmental charge imposed on interest received by
(and in the case of Zero-Coupon Notes, any tax, assessment or other
governmental charge imposed by reason of such Holder's past or present
status as), (i) a 10% shareholder (as defined in Section 871(h)(3)(B) of
the Code, and the regulations that may be promulgated thereunder) of
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Citicorp, or (ii) a controlled foreign corporation, within the meaning of
the Code, that is related to Citicorp through stock ownership; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);
nor will additional amounts be paid with respect to any payment of principal
of and any premium or interest on a Note, other than a Zero-Coupon Note (or,
in the case of a Zero-Coupon Note, any payment of principal of or any interest
on overdue principal of, or of the proceeds of any sale or exchange of, any
such Note) to any Holder that is a United States Alien that is a fiduciary or
partnership or other than the sole beneficial owner of any such payment to the
extent that a beneficiary or settler with respect to such fiduciary, a member
of such partnership or the beneficial owner would not have been entitled to
the additional amounts had such beneficiary, settlor, member or beneficial
owner been the Holder of such Note or any coupon appertaining thereto.
"United States Alien" means any person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership to the extent that one or more of the members is, for
United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust, in each case not subject to United States federal income tax
on a net income loss in respect of a Note.
Notwithstanding the foregoing, if and so long as a certification,
information, documentation or other reporting requirement with respect to any
and all Notes referred to in the last paragraph under "Redemption and Sinking
Funds" above would be fully satisfied by payment of a withholding tax, backup
withholding tax or similar charge, Citicorp may elect, by so stating in the
Determination Notice, to have the provisions of this paragraph apply in lieu
of the provisions of such paragraph. In such event, Citicorp will pay as
additional amounts with respect to any Note Citicorp determines to be subject
to such requirement such amounts as may be necessary so that every net payment
made following the effective date of such requirement outside the United
States by Citicorp or any of its Paying Agents of principal of or any premium
or interest due in respect of any Bearer Note or any coupon appertaining
thereto of which the beneficial owner is a United States Alien (but without
any requirement that the nationality, residence or identity of such beneficial
owner be disclosed to Citicorp, any Paying Agent or any governmental
authority), after deduction or withholding for or on account of such
withholding tax, backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge which (a) would not
be applicable to a payment made to a custodian, nominee or other agent of the
beneficial owner or which can be satisfied by such a custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien; provided, however, in each case that payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any
requirement referred to in this paragraph, (b) is applicable only to payment
by a custodian, nominee or other agent of the beneficial owner to such
beneficial owner, (c) would not be applicable to a payment made by any other
Paying Agent of Citicorp in Western Europe, or (d) is imposed as a result of
presentation of such Bearer Note or coupon for payment on a date more than 10
days after the date on which such payment becomes due and payable or the date
on which payment thereof is duly provided for, whichever occurs later), will
not be less than the amount provided for in such Bearer Note or coupon to be
then due and payable.
Publication of Notices
Citicorp currently expects to publish notices to Holders of Bearer
Notes in The Wall Street Journal, the Financial Times and the Luxemburger
Wort. So long as any of the Notes are listed on the Stock Exchange, notices to
Holders of, or owners of beneficial interests in, Bearer Notes will be
published in Luxembourg.
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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
General
The following provisions, which apply to Foreign Currency Notes,
supplement the description of general terms and provisions of Notes set forth
in the accompanying Prospectus and elsewhere in this Prospectus Supplement.
For a description of certain risks associated with Foreign Currency Notes, see
"Foreign Currency Risks" below.
The authorized denominations for particular Foreign Currency Notes
will be indicated in the applicable Pricing Supplement.
Specific information pertaining to the Specified Currency in which a
particular Foreign Currency Note is denominated, including historical exchange
rates and a description of the Specified Currency and any exchange controls,
will be described in the applicable Pricing Supplement. See "Foreign Currency
Risks--Exchange Rates and Exchange Controls" below.
Unless otherwise specified in the applicable Pricing Supplement,
purchasers are required to pay for Foreign Currency Notes in the Specified
Currency.
Payment
Unless otherwise specified in the applicable Pricing Supplement, the
principal of and any premium and interest on Foreign Currency Notes are
payable by Citicorp in the Specified Currency. Principal of and any premium
and interest on Foreign Currency Notes that are Bearer Notes will be paid in
the manner specified in the accompanying Prospectus and this Prospectus
Supplement for principal of and any premium and interest on Bearer Notes
generally, except that all such payments will be made by wire transfer or
check upon presentation of the applicable coupon or surrender of the
definitive Bearer Note, as the case may be. Principal of and any premium and
interest on Foreign Currency Notes that are Registered Notes will also be paid
in the manner specified in the accompanying Prospectus and this Prospectus
Supplement for principal of and any premium and interest on Registered Notes
generally, except that all such payments will be made by check mailed to the
address of the Person entitled thereto as it appears in the Security Register.
All checks payable in a Specified Currency for purposes of payment of
principal of and any premium and interest on Foreign Currency Notes will be
drawn on a bank located outside the United States. See "Description of
Notes--Payment and Paying Agents" above.
If a Specified Currency is not available for the payment of principal
or any premium or interest with respect to a Foreign Currency Note, other than
Foreign Currency Notes denominated in ECUs due to the imposition of exchange
controls or other circumstances beyond the control of Citicorp or is no longer
used by the government of the country issuing such Specified Currency or for
the settlement of transactions by public institutions of or within the
international banking community, Citicorp will be entitled to satisfy its
obligations to Holders of such Foreign Currency Notes by making such payment
in U.S. dollars on the basis of the Market Exchange Rate two Market Days prior
to the date of such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate.
See "European Currency Unit" for a description of the manner in which Citicorp
may satisfy its obligations to Holders of Foreign Currency Notes denominated
in ECUs in the event the ECU is unavailable or is not used. See "Foreign
Currency Risks--Exchange Rates and Exchange Controls" below.
The "Market Exchange Rate" for any Specified Currency means the noon
buying rate in The City of New York for cable transfers for such Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York.
European Currency Unit
Value of the ECU. Subject to the provisions of "Payment Currency"
below, with respect to Foreign Currency Notes denominated in ECUs, "ECU" shall
mean at any time an amount equal in value to one European Currency Unit and
"European Currency Unit" denotes the unit of account that is from time to time
used in the European Monetary System ("EMS") and which is, at the date of this
Prospectus Supplement, valued on the basis of specified amounts of the
currencies of twelve of the member countries of the European Community ("EC")
as shown below.
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Pursuant to Council Regulation (EEC) No. 3180/78 of December 18,
1978, as amended by Council Regulation (EEC) No. 1971/89 of June 19, 1989, the
ECU is at the date of this Prospectus Supplement defined as the sum of the
following amounts of the following components:
0.6242 German marks 1.393 Portuguese escudos
1.332 French francs 3.301 Belgian francs
0.08784 Pounds sterling 0.130 Luxembourg francs
151.8 Italian lire 0.1976 Danish kroner
0.2198 Dutch guilders 0.008552 Irish pounds
6.885 Spanish pesetas 1.440 Greek drachmas
Such amounts and/or components may be changed by the EC, in which
event the basis of valuation of the ECU will change accordingly.
Payment Currency. With respect to each due date for the payment of
principal of or any premium or interest on Foreign Currency Notes denominated
in ECUs on which the ECU is unavailable or is not used in the EMS, Citicorp
shall, without liability on its part, satisfy its obligations to Holders of
such Notes by choosing a component currency (the "chosen currency") of the ECU
in which all payments due on such due date shall be made, the amount of each
such payment to be computed on the basis of the equivalent of the ECU in the
chosen currency determined as described below, as of the fourth Market Day
prior to the date on which such payment is due; provided, however, that on the
first Market Day on which the ECU is unavailable or is not used in the EMS,
Citicorp shall, without liability on its part, select a chosen currency in
which all payments with respect to Foreign Currency Notes denominated in ECUs
due but unpaid are to be made, computed on the basis of the equivalent of the
ECU in that currency determined as described below, as of such first Market
Day.
The equivalent of the ECU in the chosen currency as of any date (the
"Day of Valuation") shall be determined by, or on behalf of, the Stock
Exchange on the following basis. The component currencies of the ECU for this
purpose shall be the currency amounts that were components of the ECU as of
the last date on or before the Day of Valuation on which the ECU was available
or used in the EMS. The equivalent of the ECU in the chosen currency shall be
calculated by, first, aggregating the U.S. dollar equivalent of the
components, and then, using the rate used for determining the U.S. dollar
equivalent of the chosen currency component as set forth below, calculating
the equivalent in the chosen currency of such aggregate amount in U.S.
dollars. The U.S. dollar equivalent of each of the components shall be
determined by, or on behalf of, the Stock Exchange on the basis of the middle
spot delivery quotations prevailing at 2:30 P.M. (Luxembourg time) on the Day
of Valuation, as obtained by, or on behalf of, the Stock Exchange from one or
more major banks, selected by Citicorp, located in the country of issue of the
relevant component currency.
If for any reason no direct quotations are available for a component
as of a Day of Valuation from any of the banks selected by Citicorp for such
purpose as described above, the most recent direct quotations for such
component obtained by, or on behalf of, the Stock Exchange shall be used in
computing the U.S. dollar equivalent of such component on such Day of
Valuation; provided, however, that such direct quotations may be used only if
they were prevailing in the country of issue of the relevant component
currency not more than two Market Days prior to such Day of Valuation. The
Stock Exchange shall determine the U.S. dollar equivalent of such component on
the basis of cross rates derived from the middle spot delivery quotations for
such component currency and for the U.S. dollar prevailing at 2:30 P.M.,
Luxembourg time, on such Day of Valuation, as obtained by, or on behalf of,
the Stock Exchange from one or more major banks, as selected by Citicorp, in a
country other than the country of issue of such component currency.
Notwithstanding the foregoing, within such period of two Market Days, the
Stock Exchange shall determine the U.S. dollar equivalent of such component on
the basis of such cross rates if Citicorp determines that the equivalent so
calculated is more representative than the U.S. dollar equivalent calculated
on the basis of such most recent direct quotations. If there is more than one
market for dealing in any component currency by reason of foreign exchange
regulations or for any other reason, the market to be referred to in respect
of such currency shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in order to make
payments in respect of such securities.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of such currency as a
component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the amounts
of those currencies as components shall be replaced by
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an amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency. If any
component currency is divided into two or more currencies the amount of such
currency as a component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former
component currency divided by the number of currencies into which such
component currency was divided.
All determinations made by, or on behalf of, the Stock Exchange or
Citicorp as described above shall be at their sole discretion and shall, in
the absence of manifest error, be conclusive for all purposes and binding on
all Holders of Foreign Currency Notes denominated in ECUs.
FOREIGN CURRENCY RISKS
General
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY NOTES
OR INDEXED NOTES INDEXED TO A FOREIGN CURRENCY OR CURRENCY UNIT OTHER THAN THE
PURCHASER'S HOME CURRENCY. FOREIGN CURRENCY NOTES OR INDEXED NOTES INDEXED TO
A FOREIGN CURRENCY OR CURRENCY UNIT ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
TRANSACTIONS.
Exchange Rates and Exchange Controls
An investment in a Foreign Currency Note having a Specified Currency
other than the currency of the country in which a purchaser is resident or the
currency (including ECU and any other such composite currency) in which a
purchaser conducts its business or activities (the "home currency"), or
Indexed Notes indexed to a currency or currency unit other than the
purchaser's home currency, entails significant risks that are not associated
with a similar investment in a security denominated in the home currency. Such
risks include, without limitation, the possibility of significant changes in
rates of exchange between the home currency and such 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 and the supply of and demand for the
relevant currencies over which Citicorp has no control. In recent years, rates
of exchange for certain 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 Note. Depreciation of the Specified Currency applicable to a
Foreign Currency Note against the relevant home currency would result in a
decrease in the effective yield of such Note below its specified rate and, in
certain circumstances, could result in a loss to the investor on a home
currency basis.
Governments have from time to time imposed exchange controls and may
in the future impose or revise exchange controls at or prior to a Foreign
Currency Note's Maturity. Even if there are no exchange controls, it is
possible that the Specified Currency for any particular Foreign Currency Note
would not be available at such Note's Maturity due to other circumstances
beyond the control of Citicorp. See "Special Provisions Relating to Foreign
Currency Notes--Payment" above.
Judgments
In the event an action based on Foreign Currency Notes were commenced
in a court of the United States, it is likely that such court would grant
judgment relating to such Notes only in U.S. dollars. It is not clear,
however, whether, in granting such judgment, the rate of conversion into U.S.
dollars would be determined with reference to the date of default, the date
judgment is rendered or some other date. The Notes will be governed by, and
construed in accordance with, the laws of the State of New York. Under Section
27 of the New York Judiciary Law, a state court sitting in the State of New
York would be required to render a judgment on the Foreign Currency Notes in
the applicable Specified Currency. Such judgment would be converted into U.S.
dollars at the exchange rate prevailing on the date of entry of the judgment.
PLAN OF DISTRIBUTION OF NOTES
Unless otherwise specified in the applicable Pricing Supplement, the
Agents will be Citibank International plc, Goldman Sachs International,
Kidder, Peabody International PLC, Merrill Lynch International Limited,
Morgan
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Stanley & Co. International Limited and Salomon Brothers International
Limited. Under the terms of the selling agent agreement dated October 27,
1992, as amended, relating to the Senior Notes between Citicorp and Citibank
International plc (formerly known as Citicorp Investment Bank Limited),
Merrill Lynch International Limited and Morgan Stanley & Co. International
Limited (effective February 1, 1994, Morgan Stanley & Co. International
Limited assumed certain obligations of Morgan Stanley International, including
its obligations under the Euro Selling Agent Agreements (as defined below))
and the selling agent agreement dated October 27, 1993, as amended, relating
to the Senior Notes between Citicorp and Goldman Sachs International (formerly
known as Goldman Sachs International Limited), Kidder, Peabody International
PLC (formerly known as Kidder, Peabody International Limited) and Salomon
Brothers International Limited (together, the "Senior Euro Selling Agent
Agreements"), and the selling agent agreement dated as of September 22, 1993,
as amended, relating to the Subordinated Notes between Citicorp and the Agents
(the "Subordinated Euro Selling Agent Agreement" and collectively with the
Senior Euro Selling Agent Agreements, the "Euro Selling Agent Agreements"),
the Notes may be offered on a continuing basis by Citicorp through the Agents,
each of which has agreed to use reasonable best efforts to solicit offers to
purchase the Notes. Citicorp will pay each Agent a commission (or grant a
discount) ranging from .125% to 1.00% of the principal amount of each Note,
depending on its Stated Maturity, sold through such Agent. Citicorp has
reserved the right to sell Notes directly to investors on its own behalf and
to enter into agreements similar to the Euro Selling Agent Agreements with
other parties. No commission will be payable nor will a discount be allowed on
any sales made directly by Citicorp. Citicorp will have the sole right to
accept offers to purchase Notes and may reject any such offer, in whole or in
part. Each Agent shall have the right, in its discretion reasonably exercised,
without notice to Citicorp, to reject any offer to purchase Notes received by
it, in whole or in part. Citicorp also may sell Notes to any Agent, acting as
principal, at a discount to be agreed upon at the time of sale, for resale to
one or more investors or other purchasers at varying prices related to
prevailing market prices at the time of such resale, as determined by such
Agent or, if so agreed, at a fixed public offering price. The Agents may sell
to or through dealers who may resell to investors. The Agents may pay all or
part of their discount or commission to such dealers. The offering price and
the other selling terms for such resales may from time to time be varied by
such Agent.
Unless otherwise indicated in the applicable Pricing Supplement,
payment of the purchase price of Notes, other than Foreign Currency Notes,
will be required to be made in funds immediately available in The City of New
York. With respect to payment of the purchase price of Foreign Currency Notes,
see "Special Provisions Relating to Foreign Currency Notes--General" above.
Each Agent has agreed in each Euro Selling Agent Agreement that it
will not, as principal or agent, offer, sell or deliver, directly or
indirectly, any Notes, however acquired, in the United States and its
possessions and has also agreed to observe the restrictions of offering, sale
and delivery of Notes, and to deliver the covenants, described under
"Limitations on Issuance of Euro-Notes" in the accompanying Prospectus. Each
Agent has further agreed in each Euro Selling Agent Agreement that (i) it has
not offered or sold and will not, prior to the repeal, insofar as it relates
to the Notes, of Part III of the Companies Act 1985, offer or sell in Great
Britain any Notes except in circumstances which do not constitute an offer to
the public within the meaning of the Companies Act 1985, (ii) it has complied
and will comply with all applicable provisions of the Financial Services Act
1986 (the "Act") with respect to anything done by it in relation to the Notes
in, from or otherwise involving the United Kingdom, (iii) it has only issued
or passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of the Notes to a person who is of
a kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 or is a person to whom the
document may otherwise lawfully be issued or passed on and (iv) once the
provisions of law which shall replace Part III of the Companies Act 1985 in
relation to offers of securities have come into force, it will not make any
offer to the public (within the meaning of those provisions) of the Notes in
circumstances which would require (for the avoidance of any contravention of
those provisions) a prospectus to have been delivered to the Registrar of
Companies in England and Wales.
The Agents may be deemed to be "underwriters" within the meaning of
the United States Securities Act of 1933, as amended (the "Securities Act"),
and any discounts or commissions received by them from Citicorp and any profit
realized by them on sale or resale of the Notes may be deemed to be
underwriting discounts and commissions under the Securities Act. Citicorp has
agreed to indemnify the Agents against and contribute toward certain
liabilities, including liabilities under the Securities Act. Citicorp has
agreed to reimburse the Agents for certain expenses.
In addition to offering Notes through the Agents as described herein,
other medium-term notes (but constituting one or more separate series of notes
for purposes of the applicable Indenture) are being, and may in the future
continue
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to be, offered concurrently with the offering of the Notes, on a continuing
basis in and outside the United States by Citicorp, including, without
limitation, medium-term notes that have terms substantially similar to the
terms of the Notes offered by Citicorp on a continuing basis in the United
States pursuant to a selling agent agreement dated as of September 22, 1993
relating to subordinated notes (the "Subordinated Domestic Selling Agent
Agreement"), between Citicorp and Bear, Stearns & Co. Inc., Citicorp
Securities, Inc., CS First Boston Corporation (formerly known as The First
Boston Corporation), Donaldson, Lufkin & Jenrette Securities Corporation,
Goldman, Sachs & Co., Kidder, Peabody & Co. Incorporated, Lehman Brothers,
Lehman Brothers Inc. (including its affiliate Lehman Government Securities
Inc.), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and UBS
Securities Inc., as domestic agents for Citicorp, and a selling agent
agreement dated October 27, 1992 relating to senior notes between Citicorp and
Citicorp Securities, Inc. (formerly known as Citicorp Securities Markets,
Inc.), CS First Boston Corporation (formerly known as The First Boston
Corporation), Goldman, Sachs & Co., Lehman Brothers, Lehman Brothers Inc.
(formerly known as Shearson Lehman Brothers Inc.), including its affiliate,
Lehman Government Securities Inc. (formerly known as Lehman Special Securities
Inc.), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc and a
selling agent agreement dated October 27, 1993 relating to senior notes
between Citicorp and Bear, Stearns & Co. Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Kidder, Peabody & Co. Incorporated and UBS Securities
Inc., as domestic agents for Citicorp (together, the "Senior Domestic Selling
Agent Agreements", and collectively with the Subordinated Domestic Selling
Agent Agreement, the "Domestic Selling Agent Agreements"), and directly to
investors on its own behalf. The terms of the Domestic Selling Agent
Agreements are substantially similar to the terms of the Euro Selling Agent
Agreements, except that the Domestic Selling Agent Agreements do not contain
the selling restrictions described above. Any Notes sold pursuant to a
Domestic Selling Agent Agreement, sold by Citicorp to any of such domestic
agents for resale as contemplated by each such Domestic Selling Agent
Agreement or sold by Citicorp directly to investors will, in the case of the
sale of senior notes, reduce the aggregate principal amount of Senior Notes
which may be offered by this Prospectus Supplement and the Prospectus, and, in
the case of the sale of subordinated notes, reduce the aggregate principal
amount of Subordinated Notes which may be offered by this Prospectus
Supplement and the Prospectus.
The Agents each engage in transactions with and perform services for
Citicorp in the ordinary course of business.
VALIDITY OF THE NOTES
The validity of the Notes offered hereby will be passed upon for
Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank,
N.A., and for the Agents by Sullivan & Cromwell, 125 Broad Street,New York,
New York 10004. The opinions of Mr. Dietz and Sullivan & Cromwell will be
conditioned upon, and subject to certain assumptions regarding, future action
required to be taken by Citicorp and the applicable Trustee in connection with
the issuance and sale of any particular Note, the specific terms of Notes and
other matters which may affect the validity of Notes but which cannot be
ascertained on the date of such opinions. Mr. Dietz owns or has the right to
acquire a number of shares of common stock of Citicorp equal to less than .01%
of the outstanding common stock of Citicorp.
GENERAL INFORMATION
Application has been made to list the Notes on the Stock Exchange. In
connection with the listing the Restated Certificate of Incorporation, as
amended, and By-laws of Citicorp and a legal notice relating to the issuance
of the Notes were deposited with the Chief Registrar of the District Court of
Luxembourg, where copies thereof may be obtained upon request.
The issuance and sale of the Notes have been duly authorized by
resolutions (the "Resolutions") adopted by the Board of Directors of Citicorp
on December 20, 1988 and, in the case of the Senior Notes, by memoranda of
approval issued pursuant to the Resolutions dated July 21, 1992 and July 25,
1994, and, in the case of the Subordinated Notes, by a memorandum of approval
issued pursuant to the Resolutions dated September 17, 1993.
A copy of each Pricing Supplement relating to the Notes may be
obtained from Citibank (Luxembourg) S.A., Luxembourg, and the Stock Exchange
so long as any of the Notes are listed on the Stock Exchange. So long as any
of the Notes are listed on the Stock Exchange, copies of the Restated
Certificate of Incorporation, as amended, and By-Laws of Citicorp, the Euro
Selling Agent Agreements and the Indentures will be available for inspection
by Holders of the Notes at the above office of Citibank (Luxembourg) S.A. and
copies of Citicorp's most recent Annual Report on
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Form 10-K, Financial Reviews and Forms 10-Q and Current Reports on Form 8-K,
which are incorporated by reference herein, may be obtained from the office of
Citibank (Luxembourg) S.A., Luxembourg.
In the opinion of the management of Citicorp, as of the date of this
Prospectus Supplement, there is no litigation, actual or pending, which
relates to Citicorp or any of its subsidiaries and to which Citicorp is a
party or of which Citicorp has been notified that it will be made a party,
which is material in the context of the issuance of the Notes.
As of the date of this Prospectus Supplement, there has been no
material adverse change in the financial position of Citicorp and its
subsidiaries considered as a whole since the date of the latest reports filed
with the United States Securities and Exchange Commission.
Citicorp is a holding company incorporated under the laws of the
State of Delaware on December 4, 1967 whose principal subsidiary is Citibank,
N.A. The principal office of Citicorp is located at 399 Park Avenue, New
York, New York 10043; its telephone number is (212) 559-1000.
The Notes will be accepted for clearance through Euroclear and Cedel.
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MANAGEMENT OF THE COMPANY
The Executive Officers of the Company are:
<S> <C>
Roberta J. Arena ....................... Executive Vice President
Shaukat Aziz ........................... Executive Vice President
James L. Bailey ........................ Executive Vice President
Ernst W. Brutsche ...................... Executive Vice President
Pei-yuan Chia .......................... Senior Executive Vice President
Paul J. Collins ........................ Vice Chairman
Colin Crook ............................ Vice President
Arthur de Graffenreid .................. Chairman, Restructuring Committee
David E. Gibson ........................ Executive Vice President
Dennis O. Green ........................ Chief Auditor
Guenther E. Greiner .................... Executive Vice President
Thomas E. Jones ........................ Executive Vice President
Charles E. Long ........................ Executive Vice President and Secretary
Alan S. MacDonald ................. .... Executive Vice President
Dionisio R. Martin ..................... Executive Vice President
Robert H. Martinsen .................... Chairman, Credit Policy Committee
Robert A. McCormack .................... Executive Vice President
Victor J. Menezes ...................... Executive Vice President
Lawrence R. Phillips ................... Senior Human Resources Officer
John S. Reed ........................... Chairman
William R. Rhodes ...................... Vice Chairman
John J. Roche .......................... Executive Vice President
H. Onno Ruding ......................... Vice Chairman
Hubertus Rukavina ...................... Executive Vice President
Christopher J. Steffen ................. Senior Executive Vice President
Gurvirendra Talwar ..................... Executive Vice President
David S. Van Pelt ...................... Executive Vice President
Alan J. Weber .......................... Executive Vice President
Masamoto Yashiro ....................... Executive Vice President
Ronald X. Zettel ....................... Executive Vice President
The Directors of the Company are:
D. Wayne Calloway ...................... Chairman and Chief Executive Officer, PepsiCo, Inc.
Colby H. Chandler ...................... Director and former Chairman and Chief Executive Officer,
Eastman Kodak Company
Pei-yuan Chia .......................... Senior Executive Vice President, Citicorp
Paul J. Collins ........................ Vice Chairman, Citicorp
Kenneth T. Derr ........................ Chairman and Chief Executive Officer, Chevron Corporation
H.J. Haynes ............................ Senior Counselor, Bechtel Group, Inc.
John S. Reed ........................... Chairman, Citicorp
William R. Rhodes ...................... Vice Chairman, Citicorp
Rozanne L. Ridgway ..................... President, Atlantic Council of the United States
H. Onno Ruding ......................... Vice Chairman, Citicorp
Frank A. Shrontz ....................... Chairman and Chief Executive Officer, The Boeing Company
Mario Henrique Simonsen ................ Vice Chairman, Brazilian Institute of Economics, The Getulio
Vargas Foundation
Roger B. Smith ......................... Former Chairman and Chief Executive Officer, General Motors
Corporation
Christopher J. Steffen ................. Senior Executive Vice President, Citicorp
Franklin A. Thomas ..................... President, The Ford Foundation
Edgar S. Woolard, Jr ................... Chairman and Chief Executive Officer, E.I. du Pont de
Nemours & Company
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PAYING AGENTS
Citibank, N.A. Citibank, N.A. Citibank
Citibank House 120 Wall Street (Luxembourg) S.A.
336 Strand New York, New York 10043 16, Avenue Marie Therese
London England WC2R 1HB Luxembourg L-2132
LISTING AGENT
Citibank
(Luxembourg) S.A.
16, Avenue Marie Therese
Luxembourg L-2132
LEGAL ADVISERS
To Citicorp: To Citicorp:
As to United States law As to English law
Stephen E. Dietz, Esq. Slaughter and May
Associate General Counsel 126 East 56th Street
Citibank, N.A. New York, New York 10022-3613
425 Park Avenue
New York, New York 10043
To the Agents:
Sullivan & Cromwell
125 Broad Street
New York, New York
AUDITORS TO THE COMPANY SENIOR TRUSTEE SUBORDINATED
KPMG Peat Marwick United States Trust Company TRUSTEE
345 Park Avenue of New York Chemical Bank
New York, New York 10022 114 West 47th Street 450 West 33rd Street
New York, New York 10036 New York, New York 10001
TRANSFER AGENTS
Citibank, N.A. Citibank, N.A. Citibank
Citibank House 120 Wall Street (Luxembourg) S.A.
336 Strand New York, New York 10043 16, Avenue Marie Therese
London England WC2R 1HB Luxembourg L-2132
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