SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
CITICORP
(Exact name of registrant as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
399 Park Avenue
New York, NY 10043
(212) 559-1000
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
Stephen E. Dietz
Associate General Counsel
Citibank, N.A.
425 Park Avenue
New York, New York 10043
(212) 559-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John T. Bostleman
Sullivan & Cromwell
250 Park Avenue
New York, New York 10177
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement as determined by market conditions.
If the only securities being registered on this form are
to be
offered pursuant to dividend or interest reinvestment plans,
please
check the following box. __
If any of the securities being registered on this form
are to
be offered on a delayed or continuous basis pursuant to Rule
415
under the Securities Act of 1933, other than securities
offered only
in connection with dividend or interest reinvestment plans,
please
check the following box. X
---
If this Form is filed to register additional securities
for an
offering pursuant to Rule 462(b) under the Securities Act,
please
check the following box and list the Securities Act
registration
number of the earlier effective registration statement for the
same
offering.
---
If this Form is a post-effective amendment filed pursuant
to
Rule 462(c) under the Securities Act, check the following box
and
list the Securities Act registration number of the earlier
registration statement for the same offering.
---
If delivery of the prospectus is expected to be made
pursuant
to Rule 434, please check the following box. X
---
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be to be offering aggregate registration
registered(1) registered(2) price offering fee
per unit(3) price (2)(3)
<S> <C> <C> <C> <C>
Notes -- -- (4) N/A
Preferred Stock,
Depositary Shares -- -- (4) N/A
Common Stock (5) (4) N/A
Warrants -- -- (4) N/A
Capital Securities (6) -- (4) N/A
Total $5,500,000,000 (3) $5,500,000,000 $1,896,551.72
</TABLE>
(1) This Registration Statement also covers contracts which
may be issued by the
Registrant under which the counterparty may be required to
purchase Notes,
Warrants, Preferred Stock, Depositary Shares or Common Stock.
Such contracts
would be issued with Notes, Preferred Stock, Depositary
Shares, Common Stock or
Warrants. In addition, any securities registered hereunder
may be sold
separately or as units with other securities registered
hereunder. This
Registration Statement also covers such indeterminate
additional amount of
securities as may be required to be issued upon conversion,
exercise or exchange
of Warrants or convertible or exchangeable securities pursuant
to the
antidilution provisions thereof.
(2) In no event will the aggregate initial offering price of
the Notes, Capital
Securities, Warrants, Preferred Stock, Depositary Shares and
Common Stock issued
under this Registration Statement and not previously
registered under the
Securities Act of 1933, exceed $5,500,000,000, or the
equivalent thereof in one
or more foreign or composite currencies.
(3) The proposed maximum offering price per unit will be
determined from time to
time by the Registrant in connection with the issuance by the
Registrant of the
securities registered hereunder.
(4) No separate consideration will be received for (i) Notes,
shares of Common
Stock or Preferred Stock or Depositary Shares that are issued
upon conversion of
Notes, Preferred Stock or Depositary Shares, (ii) Notes,
shares of Common Stock
or Preferred Stock or Depositary Shares that are issued upon
exercise of
Warrants registered hereby or (iii) Capital Securities that
are issued in
exchange for Notes, Preferred Stock or Depositary Shares.
(5) The aggregate amount of Common Stock registered hereunder
is limited to that
which is permissible under Rule 415(a)(4) under the Securities
Act of 1933.
(6) Such indeterminate amount of Capital Securities, which may
consist of Common
Stock, perpetual Preferred Stock or other equity securities
acceptable to
Citicorp's primary federal banking regulator, as may be issued
in exchange for
Notes or Preferred Stock issued under this Registration
Statement. No separate
consideration will be received for such Capital Securities.
In accordance with Rule 429 under the Securities Act of 1933,
the Prospectuses
included herein are combined prospectuses which also relate to
Citicorp's
Registration Statement on Form S-3, File No. 33-64574 (the
"Prior Registration
Statement"). This Registration Statement, which is a new
registration
statement, also constitutes the first post-effective amendment
to the Prior
Registration Statement. The amount of securities eligible to
be sold under
the Prior Registration Statement ($812,112,062 as of May 31,
1995) shall be
carried forward to this Registration Statement. Such
post-effective amendment
shall hereafter become effective concurrently with the
effectiveness of this
Registration Statement in accordance with Section 8(a) of the
Securities Act of
1933.
______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains three forms of
prospectus: one to be
used in connection with the offering and sale of Notes (the
"Note Prospectus");
one to be used in connection with the offering and sale of
Notes that may be
convertible into or exchangeable for other securities
registered hereby or
securities of another issuer, Warrants or Capital Securities
(consisting of the
Note Prospectus with the alternate cover pages and the
additional pages included
under the heading "Alternate Pages for Convertible
Debt/Warrants Prospectus"
and, to the extent applicable, the pages from the Stock
Prospectus (as
defined below) including the sections "Ratios of Income to
Fixed Charges
Including Preferred Stock Dividends," "Description of Common
Stock,"
"Description of Preferred Stock" and "Description of
Depositary Shares" and
omitting, if not applicable, the section "Description of
Notes" from the
Note Prospectus); and one to be used in connection with the
offering and sale
of Preferred Stock, Depositary Shares and Common Stock (the
"Stock Prospectus").
<PAGE>
Subject to Completion, Dated June 1, 1995
PROSPECTUS
CITICORP
Senior Notes
Subordinated Notes
This Prospectus may be used in connection with the
offering of Citicorp's
unsecured debt securities, which may be either senior (the
"Senior Notes") or
subordinated (the "Subordinated Notes" and, together with the
Senior Notes, the
"Notes"). The Notes may be offered, separately or together,
in separate series
in amounts, at prices and on terms determined at the time of
sale and set forth
in one or more supplements to this Prospectus (collectively,
the "Prospectus
Supplement"). Pursuant to the terms of the Registration
Statement of which this
Prospectus forms a part, Citicorp's preferred stock,
depositary shares, common
stock, warrants and capital securities may also be offered
under the
Registration Statement.
The Senior Notes will rank equally with all other
unsecured and
unsubordinated indebtedness of Citicorp. The Subordinated
Notes will be
subordinate to all existing and future Senior Indebtedness (as
defined herein).
See "Description of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE NOTES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS
BUT ARE UNSECURED
DEBT OBLIGATIONS OF CITICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
The date of this Prospectus is _____________, 1995
<PAGE>
The specific terms of each series of Notes offered
pursuant to this
Prospectus will be set forth in the applicable Prospectus
Supplement, which will
identify the selling securityholder (if not Citicorp), any
underwriters or
agentsfor the Notes being offered thereby and their
compensation, and the public
offering or purchase price.
With respect to each series of Notes, the related
Prospectus Supplement
will set forth the aggregate principal amount offered, the
rate and time of
payment of interest, if any, the authorized denominations, the
maturity,
priority, premium, if any, any terms for redemption or
conversion at the option
of Citicorp or the holder, the currency or composite currency,
if not the U.S.
dollar, in which the Notes are denominated, and any mandatory
or optional
sinking fund or analogous provisions.
The Prospectus Supplement will also contain information,
where applicable,
concerning certain United States federal income tax
considerations relating to,
and as to any listing on a securities exchange of, the Notes
covered by such
Prospectus Supplement.
The Notes may be offered by Citicorp or other selling
securityholders
directly to purchasers, through agents designated from time to
time, through
underwriting syndicates led by one or more managing
underwriters or through one
or more underwriters acting alone. If Citicorp, directly or
through agents,
solicits offers to purchase Notes, Citicorp reserves the sole
right to accept
and, together with its agents, to reject in whole or in part
any proposed
purchase of Notes. Affiliates of Citicorp may from time to
time act as agents or
underwriters in connection with the sale of Notes to the
extent permitted by
applicable law.
If any agent or underwriter is involved in the sale of
Notes offered
hereby, the name of such agent or underwriter and any
applicable commissions or
discounts will be set forth in, or will be calculable from,
the applicable
Prospectus Supplement, and the net proceeds to Citicorp or the
selling
securityholders from such sale will be the purchase price of
such offered Notes
less such commissions or discounts and other attributable
issuance and
distribution expenses. See "Plan of Distribution" for
possible indemnification
arrangements for agents, underwriters and their controlling
persons.
This Prospectus and related Prospectus Supplements may be
used by direct
or indirect subsidiaries of Citicorp in connection with offers
and sales related
to secondary market transactions in the Notes. Such
subsidiaries may act as
principal or agent in such transactions. Such sales will be
made at prices
related to prevailing market prices at the time of sale.
This Prospectus may not be used to consummate sales of
Notes unless a
Prospectus Supplement is also delivered. The delivery of this
Prospectus
together with a Prospectus Supplement relating to particular
Notes shall not
constitute an offer in any jurisdiction of any of the other
Notes covered by
this Prospectus.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF
INSURANCE OF THE STATE
OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS
OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
<PAGE>
AVAILABLE INFORMATION
Citicorp is subject to the informational requirements of
the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance
therewith files reports and other information with the
Securities and Exchange
Commission (the "Commission"). Information, as of particular
dates, concerning
directors and officers, their remuneration, options granted to
them, the
principal holders of securities of Citicorp and any material
interest of such
persons in transactions with Citicorp is disclosed in proxy
statements
distributed to stockholders of Citicorp and filed with the
Commission. Such
reports, proxy statements and other information can be
inspected and copied at
the public reference facilities of the Commission at 450 Fifth
Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison
Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New
York 10048. Copies of such material can be obtained by mail
from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C.
20549, at prescribed rates. Such reports, proxy statements and
other information
concerning Citicorp also may be inspected at the offices of
the New York Stock
Exchange, the American Stock Exchange, the Chicago Stock
Exchange and the
Pacific Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
Citicorp are
incorporated as of their respective filing dates in this
Prospectus by
reference:
(1) Annual Report and Form 10-K for the fiscal year ended
December 31,
1994, filed pursuant to Section 13 of the Exchange Act;
(2) Financial Review and Form 10-Q for the quarter ended
March 31, 1995,
filed pursuant to Section 13 of the Exchange Act; and
(3) Current Reports on Form 8-K dated January 17, 1995
and April 18, 1995,
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, any definitive proxy or information
statements filed
pursuant to Section 14 of the Exchange Act in connection with
any subsequent
stockholders' meeting and any reports filed pursuant to
Section 15(d) of the
Exchange Act after the date of this Prospectus and prior to
the termination of
the offering of the securities offered hereby (the
"Securities") shall be
incorporated by reference into this Prospectus and be a part
hereof. Any
statement contained herein or in a document incorporated by
reference herein
shall be modified or superseded for purposes of this
Prospectus to the extent
that a statement contained herein or in any other subsequently
filed document
which also is incorporated by reference herein or in the
Prospectus Supplement
modifies or supersedes such statement. Any such statement so
modified or
superseded shall not, except as so modified or superseded,
constitute a part of
this Prospectus.
Citicorp will provide without charge to each person to whom
this Prospectus
is delivered, on the request of any such person, a copy of any
and all of the
foregoing documents incorporated herein by reference (other
than exhibits to
such documents). Written or telephone requests should be
directed to Citicorp,
399 Park Avenue, New York, New York 10043, Attention: Investor
Relations
Department, (212) 559-2718.
CITICORP
Citicorp, whose principal subsidiary is Citibank, N.A.
("Citibank"), is a
holding company incorporated under the laws of the State of
Delaware on December
4, 1967. The principal office of Citicorp is located at 399
Park Avenue, New
York, New York 10043; its telephone number is (212) 559-1000.
Through its
subsidiaries and affiliates, including Citibank, Citicorp is a
global financial
services organization serving the financial needs of
individuals, businesses,
governments and financial institutions in the United States
and throughout the
world.
Holding Company
Citicorp is a legal entity separate and distinct from
Citibank and its
other subsidiaries and affiliates. The proceeds of Citicorp
debt and equity
issuances are provided to its subsidiaries both as equity
investments and
advances or are held primarily in liquid investments. Citicorp
derives revenues
through interest payments and dividends on its subsidiary
advances and
investments and from earnings on its liquid asset portfolio.
These revenues are
used to defray Citicorp's operating expenses, service its debt
and pay dividends
to holders of its preferred and common shares.
There are various legal limitations on the extent to which
Citicorp's bank
subsidiaries may extend credit, pay dividends or otherwise
supply funds to
Citicorp. The approval of the Office of the Comptroller of the
Currency is
required if total dividends declared by a national bank in any
calendar year
exceed net profits (as defined) for that year combined with
its retained net
profits for the preceding two years. In addition, dividends
for such a bank may
not be paid in excess of the bank's undivided profits.
State-chartered bank
subsidiaries are subject to dividend limitations imposed by
applicable state
law. In determining whether and to what extent to pay
dividends, each bank
subsidiary must also consider the effect of dividend payments
on applicable
risk-based capital and leverage ratio requirements as well as
policy statements
of the federal regulatory agencies that indicate that banking
organizations
should generally pay dividends out of current operating
earnings.
Citicorp also derives dividends from its non-bank
subsidiaries, including
the holding company that owns many of Citicorp's domestic
banks. These
subsidiaries are not subject to regulatory restrictions on
their payment of
dividends to Citicorp, except that the approval of the Office
of Thrift
Supervision may be required if total dividends declared by a
savings association
in any calendar year exceed amounts specified in that agency's
regulations. In
addition, there are numerous governmental requirements and
regulations that
affect the activities of Citicorp and its bank and non-bank
subsidiaries.
Under longstanding policy of The Board of Governors of the
Federal Reserve
System, a bank holding company is expected to act as a source
of financial
strength for its subsidiary banks and to commit resources to
support such banks.
As a result of that policy, Citicorp may be required to commit
resources to its
subsidiary banks in circumstances where it might not otherwise
do so.
Because Citicorp is a holding company, its rights and the
rights of its
creditors and stockholders, including the holders of the
Securities, to
participate in the assets of any subsidiary upon the latter's
liquidation or
recapitalization will be subject to the prior claims of the
subsidiary's
creditors, except to the extent that Citicorp may itself be a
creditor with
recognized claims against the subsidiary.
USE OF PROCEEDS
Citicorp intends to apply the net proceeds from the sale of
the Securities
to its general funds to be used by its management for
corporate purposes,
principally to fund investments in, or extensions of credit
to, banking and
non-banking subsidiaries. Except as otherwise described in a
Prospectus
Supplement, specific allocations of the proceeds to such
purposes will not have
been made at the date of the applicable Prospectus Supplement,
although the
management of Citicorp will have determined that funds should
be raised at
that time in anticipation of future funding requirements of
the subsidiaries.
The precise amount and timing of such investments in and
extensions of credit
to the subsidiaries will depend upon their funding
requirements and the
availability of other funds to Citicorp and its subsidiaries.
Unless otherwise
indicated in the applicable Prospectus Supplement, Citicorp
will not receive any
proceeds of the sale of securities by other selling
securityholders.
RATIOS OF INCOME TO FIXED CHARGES
For the fiscal years ended December 31, 1994, 1993, 1992,
1991 and 1990 and
the three months ended March 31, 1995, Citicorp's consolidated
ratios of income
to fixed charges, computed as set forth below, were as
follows:
<TABLE>
<CAPTION>
Three months
ended Year ended December 31,
3/31/95 1994 1993 1992 1991 1990
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Income to Fixed Charges:
Excluding Interest on Deposits 2.29 1.76 1.44 1.24 0.96 1.09
Including Interest on Deposits 1.41 1.31 1.18 1.09 0.99 1.03
</TABLE>
Income for the year ended December 31, 1991 was inadequate
to cover fixed
charges by $237 million. For purposes of computing the
consolidated ratio of
income to fixed charges, income represents net income (or net
loss), before
extraordinary items and cumulative effects of accounting
changes, plus income
taxes and fixed charges. Fixed charges, excluding interest on
deposits,
represent interest expense (except interest paid on deposits)
and the
interest factor included in rents. Fixed charges, including
interest on
deposits, represent all interest expense and the interest
factor included in
rents.
DESCRIPTION OF NOTES
General
The Senior Notes offered hereby are to be issued under an
indenture dated
as of September 1, 1989, between Citicorp and United States
Trust Company of New
York, as trustee (the "Senior Trustee"), as supplemented by a
first supplemental
indenture dated as of September 25, 1990 between Citicorp and
the Senior Trustee
(such indenture, together with the first supplemental
indenture thereto, is
referred to herein as the "Senior Indenture").
The Subordinated Notes offered hereby are to be issued under
an indenture
dated as of April 1, 1991 (the "Original Subordinated
Indenture"), between
Citicorp and Chemical Bank, as trustee (the "Subordinated
Trustee" and, together
with the Senior Trustee, the "Trustees"), as supplemented by a
first
supplemental indenture dated as of November 27, 1992 (the
"First Supplemental
Indenture") between Citicorp and the Subordinated Trustee (the
Original
Subordinated Indenture together with the First Supplemental
Indenture is
referred to herein as the "Subordinated Indenture"). The First
Supplemental
Indenture was entered into in response to an interpretation of
the staff of
the Board of Governors of the Federal Reserve System
concerning the capital
treatment of subordinated debt and amended the Original
Subordinated
Indenture by removing a restrictive covenant relating to liens
on the stock
of Citibank and by narrowing the definition of "Event of
Default" to provide
that the appointment of a receiver, liquidator, assignee,
trustee,
sequestrator (or similar official) for Citicorp or
substantially all of its
property (rather than a substantial part of its property) is
an Event of
Default. These amendments do not apply to any series of
Subordinated Notes
issued prior to the execution of the First Supplemental
Indenture (the
"Original Subordinated Notes") and, therefore, holders of
Original
Subordinated Notes could be entitled to demand immediate
payment of their
securities upon the occurrence of certain events of bankruptcy
or insolvency
which would not entitle the holders of Subordinated Notes
offered hereby or
issued since the execution of the First Supplemental Indenture
to demand such
payment.
A copy of each of the Senior Indenture and the Subordinated
Indenture (each
an "Indenture" and together the "Indentures") is incorporated
by reference as an
exhibit to the Registration Statement of which this Prospectus
is a part. The
following summaries of certain provisions of the Indentures do
not purport to be
complete and are subject to, and are qualified in their
entirety by reference
to, all provisions of the applicable Indenture, including the
definition therein
of certain terms.
Each Indenture provides that Notes, in addition to the Notes
previously
issued under such Indenture, may be issued in separate series
thereunder without
limitation as to aggregate principal amount, as authorized
from time to time by,
or pursuant to resolutions of, Citicorp's Board of Directors.
(Indentures
Section 301). The Notes may be issued from time to time in one
or more series.
The particular terms of each series of Notes offered by a
Prospectus Supplement
will be described in such Prospectus Supplement relating to
such series.
The Senior Notes of each series will be unsecured and will
rank pari passu
with all other unsecured and unsubordinated indebtedness of
Citicorp. The
Subordinated Notes of each series will be unsecured and will
rank pari passu
with all other unsecured and subordinated indebtedness of
Citicorp other than
subordinated indebtedness as to which, in the instrument
creating or evidencing
the same, or pursuant to which the same is outstanding, it is
provided that such
indebtedness is junior to the Subordinated Notes.
Citicorp may offer under this Prospectus series of Notes
under indentures
or documentation containing provisions which may differ from
those included in
the Indentures or any indenture or documentation applicable to
other outstanding
series of Citicorp indebtedness, provided that the material
provisions of the
indenture or documentation under which such series of Notes is
issued will be
described in the Prospectus Supplement relating to such series
of Notes.
The applicable Prospectus Supplement will describe the
following terms of
the Notes of each series: (1) the title of the Notes and
whether they are
Subordinated Notes or Senior Notes; (2) any limit on the
aggregate principal
amount of the Notes; (3) whether the Notes are to be issuable
as Registered
Notes or Bearer Notes (each as defined below) or both, and
whether any of the
Notes are to be issuable in temporary or permanent global
form; (4) the price at
which the Notes will be issued; (5) the date on which the
Notes will mature;
(6) the rate per annum at which the Notes will bear interest,
if any, or the
formula pursuant to which such rate will be determined, and
the date from which
any such interest will accrue; (7) the Interest Payment Dates
on which any such
interest on the Notes will be payable and the Regular Record
Date for any
interest payable on any Registered Notes on any Interest
Payment Date; (8) the
person to whom any interest on any Registered Note of such
series will be
payable, if other than the person in whose name that Note (or
one or more
Predecessor Notes) is registered at the close of business on
the Regular
Record Date for such interest, the manner in which, or the
Person to whom,
any interest on any Bearer Note of such series will be
payable, if otherwise
than upon presentation and surrender of coupons appertaining
thereto, and the
extent to which, or the manner in which, any interest payable
on a temporary
global Note on an Interest Payment Date will be paid if other
than in the
manner described under "Temporary Global Notes" below
and the extent to which, or the manner in which, any interest
payable on a
permanent global Note on an Interest Payment Date will be
paid; (9) each office
or agency where, subject to the terms of the applicable
Indenture as described
below under "Payment and Paying Agents", the principal of and
any premium and
interest on the Notes will be payable and each office or
agency where, subject
to the terms of the applicable Indenture as described below
under "Form,
Exchange, Registration and Transfer", the Notes may be
presented for
registration of transfer or exchange; (10) the period or
periods within which
and the price or prices at which the Notes may, pursuant to
any optional
redemption provisions, be redeemed, in whole or in part, and
the other terms
and provisions of any such optional redemption provisions;
(11) the
obligation, if any, of Citicorp to redeem or purchase the
Notes pursuant to
any sinking fund or analogous provisions or at the option of
the holder
thereof and the period within which and the price at which the
Notes will be
redeemed or purchased, in whole or in part, pursuant to such
obligation, and
the other terms and provisions of such obligation; (12) the
denominations in
which any Registered Notes will be issuable, if other than
denominations of $1,000 and any integral multiple thereof, and
the denominations
in which Bearer Notes will be issuable, if other than
denominations of $5,000
and integral multiples thereof; (13) the currency or currency
units of payment
of principal of and any premium and interest on the Notes, if
other than U.S.
dollars; (14) any index or formula (which may be based on the
value of any
currencies, commodities, securities or any group or
combination thereof) used to
determine the amount of payments of principal of and any
premium on the Notes;
(15) if applicable, the fact that the terms of the applicable
Indenture
described below under "Defeasance and Covenant Defeasance"
will not apply to
such series; (16) the application, if any, of the terms of the
applicable
Indenture described below under "Assumption of Obligations" to
any series of
Notes issuable as Bearer Notes; (17) any additional
restrictive covenants
included for the benefit of the holders of such Notes; (18)
any additional
Events of Default provided with respect to such Notes; (19)
information with
respect to book-entry procedures, if any; and (20) any other
terms of the
Notes not inconsistent with the
provisions of the applicable Indenture. (Indentures Section
301). Any such
Prospectus Supplement will also describe any special
provisions for the
payment of additional amounts with respect to the Notes of
such series. If
Citicorp has an obligation to redeem or purchase the Notes at
the option of
the holder thereof as provided in the applicable Prospectus
Supplement
pursuant to clause (11) above, Citicorp will comply with any
applicable
provisions of Section 14(e) of the Exchange Act and the
related rules and
regulations in connection with such redemption or purchase.
Notes of any series may be issued as Original Issue Discount
Notes. An
Original Issue Discount Note is a Note, including any
zero-coupon Note, which is
issued at a price lower than the amount payable upon the
Stated Maturity thereof
and which provides that upon redemption or acceleration of the
Maturity thereof
an amount less than the amount payable upon the Stated
Maturity thereof and
determined in accordance with the terms of such Note shall
become due and
payable. United States Holders of Original Issue Discount
Notes having a
maturity of more than one year from their date of issue will
have to include
original issue discount in income for federal income tax
purposes as it accrues,
generally before receipt of cash attributable to such income.
To the extent described in the applicable Prospectus
Supplement, Notes may
be convertible or exchangeable, at the option of the holder or
Citicorp, into
common stock or other securities of Citicorp or another
issuer. Any applicable
conversion or exchange provisions will be described in the
Prospectus
Supplement.
Unless otherwise indicated in the applicable Prospectus
Supplement, the
covenants contained in the applicable Indenture would not
necessarily afford
holders of either the Senior Notes or the Subordinated Notes
protection in the
event of a decline in credit quality resulting from takeovers,
recapitalizations
or similar restructurings.
Form, Exchange, Registration and Transfer
Notes of a series may be issued in registered form
("Registered Notes") or
bearer form ("Bearer Notes") or any combination thereof. Each
Indenture also
provides that Notes of a series may be issued in temporary or
permanent global
form. Unless otherwise indicated in an applicable Prospectus
Supplement, Bearer
Notes (other than Bearer Notes in temporary or global form)
will have interest
coupons attached. (Indentures Section 201). See "Temporary
Global Notes" and
"Permanent Global Notes".
In connection with its sale during the restricted period (as
defined below
under "Limitations on Issuance of Euro-Notes"), no Note issued
in bearer form or
issued in global form and exchangeable for Notes in bearer
form (together,
"Euro-Notes") shall be delivered to any location in the United
States or its
possessions and a Euro-Note (not including a Note in temporary
global form) may
be delivered in definitive form only if, prior to such
delivery, the owner of
such Euro-Note or the financial institution or clearing
organization through
which the owner holds such Euro-Note, directly or indirectly,
provides a written
certificate to Citicorp, in the form required by the
applicable Indenture, to
the effect that (a) such Euro-Note is owned by a person (other
than a financial
institution for purposes of resale during the restricted
period) who is not a
United States person; (b) such Euro-Note is owned by a United
States person
(other than a financial institution for purposes of resale
during the restricted
period) that is (i) a foreign branch of a United States
financial institution or
(ii) a United States person that acquired such Euro-Note
through the foreign
branch of a United States financial institution and that for
purposes of this
certification holds such Euro-Note through such financial
institution on the
date of certification and, in either case, such United States
financial
institution provides a certificate to Citicorp or the
distributor selling the
Euro-Note stating that it agrees to comply with the
requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986,
as from time to
time amended (the "Internal Revenue Code"), and the
regulations thereunder;
or (c) such Euro-Note is owned by a financial institution for
purposes of
resale during the restricted period and such financial
institution certifies
that it has not acquired such Euro-Note for purposes of resale
directly or
indirectly to a United States person or to a person within the
United States or
its possessions. Upon exchange of a portion of a temporary
global Note for an
interest in a Euro-Note in permanent global form, such
certification must be
given in connection with the exchange. In the case of a
Euro-Note in permanent
global form, such certification must be given in connection
with the notation of
a beneficial ownership interest therein upon exchange of a
portion of a
temporary global Euro-Note. (Indentures Sections 303, 304).
See "Temporary
Global Notes" and "Limitations on Issuance of Euro-Notes".
At the option of the holder, subject to the terms of the
applicable
Indenture, Registered Notes of any series will be exchangeable
for other
Registered Notes of the same series of any authorized
denominations and of a
like aggregate principal amount and tenor. In addition, if
Notes of any series
are issuable as both Registered Notes and Bearer Notes, at the
option of the
holder, subject to the terms of such Indenture, Bearer Notes
(with all
unmatured coupons, except as provided below, and with all
matured coupons in
default) of such series will be exchangeable for Registered
Notes of the same
series of any authorized denominations and of a like aggregate
principal amount
and tenor. Bearer Notes surrendered in exchange for Registered
Notes between a
Regular Record Date or a Special Record Date and the relevant
date for payment
of interest shall be surrendered without the coupon relating
to such date for
payment of interest, and interest will not be payable in
respect of the
Registered Note issued in exchange for such Bearer Note, but
will be payable
only to the holder of such coupon when due in accordance with
the terms of the
applicable Indenture. Registered Notes, including Registered
Notes received in
exchange for Bearer Notes, may not be exchanged for Bearer
Notes. (Indentures
Sections 305). Each Bearer Note and any
coupons appertaining thereto will bear a legend to the
following effect: "Any
United States person who holds this obligation will be subject
to limitations
under the United States income tax laws, including the
limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code".
(Indentures Section
201).
Notes may be presented for exchange as provided above, and
Registered Notes
may be presented for registration of transfer (with the form
of transfer
endorsed thereon duly executed), at the office of the Security
Registrar or at
the office of any transfer agent designated by Citicorp for
such purpose with
respect to any series of Notes and referred to in the
applicable Prospectus
Supplement without a service charge and upon payment of any
taxes and other
governmental charges as
described in the applicable Indenture. Such transfer or
exchange will be
effected upon the Security Registrar or such transfer agent,
as the case may be,
being satisfied with the documents of title and identity of
the person making
the request. Citicorp has appointed Citibank as Security
Registrar. (Indentures
Section305). If a Prospectus Supplement refers to any transfer
agents (in
addition to the Security Registrar) initially designated by
Citicorp with
respect to any series of Notes, Citicorp may at any time
rescind the designation
of any such transfer agent or approve a change in the location
through which
any such transfer agent acts, except that if Notes of a series
are issuable solely as
Registered Notes, Citicorp will be required to maintain a
transfer agent in each
Place of Payment for such series and, if Notes of a series are
issuable as Bearer
Notes, Citicorp will be required to maintain (in addition to
the Security
Registrar) a transfer agent in a Place of Payment for such
series located outside
the United States and its possessions. Citicorp may at any
time designate
additional transfer agents with respect to any series of
Notes. (Indentures
Section 1002).
In the event of any redemption in part, Citicorp shall not
be required to
(i) issue, register the transfer of or exchange any Note
during a period
beginning at the opening of business 15 days before any
selection for redemption
of Notes of like tenor and of the series of which such Note is
a part, and ending
at the close of business on the earliest date on which the
relevant notice of
redemption is deemed to have been given to all holders of
Notes of like tenor and
of such series to be redeemed; (ii) register the transfer of
or exchange any
Registered Note so selected for redemption, in whole or in
part, except the
unredeemed portion of any Note being redeemed in part; or
(iii) exchange any
Bearer Note so selected for redemption, except to exchange
such Bearer Note for
a Registered Note of that series and like tenor which is
immediately surrendered
for redemption. (Indentures Section 305).
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus
Supplement and
provided that the certificate described above under "Form,
Exchange, Registration
and Transfer" has been received, principal of and any premium
and interest on
Bearer Notes will be payable, subject to any applicable laws
and regulations, at
the offices of such Paying Agents outside the United States
and its possessions
as Citicorp may designate from time to time, at the option of
the holder, by
check or by transfer to an account maintained by the payee
with a financial
institution located outside the United States and its
possessions. Unless
otherwise indicated in the applicable Prospectus Supplement,
payment of interest
on a Bearer Note on any Interest Payment Date will be made
only against surrender
to the Paying Agent of the coupon relating to such Interest
Payment Date.
(Indentures Section 1001). No payment with respect to any
Bearer Note will be made at
any office or agency of Citicorp in the United States or its
possessions or by
check mailed to any address in the United States or its
possessions or by
transfer to any account maintained with a financial
institution located in the
United States or its possessions. Notwithstanding the
foregoing, payments of
principal of and any premium and interest on Bearer Notes
denominated and payable
in U.S. dollars will be made at the office of the Paying Agent
in the Borough of
Manhattan, The City of New York, if (but only if) payment of
the full amount
thereof in U.S. dollars at all offices or agencies outside the
United States and
its possessions is illegal or effectively precluded by
exchange controls or other
similar restrictions. (Indentures Section 1002).
Unless otherwise indicated in an applicable Prospectus
Supplement,
principal of and any premium and interest on Registered Notes
will be payable,
subject to any applicable laws and regulations, at the office
of such Paying
Agent or Paying Agents as Citicorp may designate from time to
time, except that
at the option of Citicorp payment of any interest may be made
by check mailed to
the address of the Person entitled thereto as such address
shall appear in the
Security Register. (Indentures Section 201). Unless otherwise
indicated in an applicable
Prospectus Supplement, payment of interest on a Registered
Note on any Interest
Payment Date will be made to the Person in whose name such
Registered Note (or
Predecessor Note) is registered at the close of business on
the Regular Record
Date for such interest. (Indentures Section 307).
Unless otherwise indicated in the applicable Prospectus
Supplement, the
Corporate Trust Office of Citibank in The City of New York
will be designated as
a Paying Agent for Citicorp for payments with respect to Notes
of each series
which are issuable solely as Registered Notes and as a Paying
Agent for payments
with respect to Notes of each series (subject to the
limitations described above
in the case of Bearer Notes) which are issuable solely as
Bearer Notes or as both
Registered Notes and Bearer Notes. Any Paying Agents outside
the United States
and its possessions and any other Paying Agents in the United
States or its
possessions initially designated by Citicorp for the Notes of
each series will
be named in the applicable Prospectus Supplement. Citicorp may
at any time
designate additional Paying Agents or rescind the designation
of any Paying Agent
or approve a change in the office through which any Paying
Agent acts, except
that if Notes of a series are issuable solely as Registered
Notes, Citicorp will
be required to maintain a Paying Agent in each Place of
Payment for such series
and, if Notes of a series are issuable as Bearer Notes,
Citicorp will be required
to maintain (i) a Paying Agent in the Borough of Manhattan,
The City of New York
for payments with respect to any Registered Notes of the
series (and for payments
with respect to Bearer Notes of the series in the
circumstances described above,
but not otherwise) and (ii) a Paying Agent in a Place of
Payment located outside
the United States and its possessions where Notes of such
series and any coupons
appertaining thereto may be presented and surrendered for
payment; provided,
however, that if the Notes of such series are listed on The
International Stock
Exchange of the United Kingdom and the Republic of Ireland
Limited (the "London
Stock Exchange"), the Luxembourg Stock Exchange or any other
stock exchange
located outside the United States and its possessions and such
stock exchange
shall so require, Citicorp will maintain a Paying Agent in
London, Luxembourg or
any other required city located outside the United States and
its possessions for
the Notes of such series. (Indentures Section 1002).
After notice by publication, all moneys paid by Citicorp to
a Paying Agent
for the payment of the principal of and any premium or
interest on any Note of
any series which remain unclaimed at the end of two years
after such principal,
premium or interest shall have become due and payable will be
repaid to Citicorp,
and the holder of such Note or any coupon appertaining thereto
may thereafter
look only to Citicorp for payment thereof. (Indentures Section
1003).
Temporary Global Notes
All Euro-Notes will initially be represented by one or more
temporary
global Notes, without interest coupons, to be deposited with a
common depositary
in London for Morgan Guaranty Trust Company of New York,
Brussels office, in its
capacity as operator of the Euroclear System ("Euroclear") and
Cedel, societe
anonyme ("Cedel") for credit to the designated accounts. On
and after the date
determined as provided in any such temporary global Note and
described in an
applicable Prospectus Supplement (the "Exchange Date"), each
such temporary
global Note will be exchanged for definitive Bearer Notes,
definitive Registered
Notes or all or a portion of a permanent global Note, or any
combination thereof,
as specified in an applicable Prospectus Supplement, but,
unless otherwise
specified in an applicable Prospectus Supplement, only upon
receipt by Euroclear
or Cedel of written certification in the form and to the
effect described above
under "Form, Exchange, Registration and Transfer". No Note
delivered in exchange
for any portion of a temporary global Note shall be delivered
to any location in
the United States or its possessions in connection with such
exchange.
(Indentures Section 304).
Unless otherwise specified in an applicable Prospectus
Supplement, interest
in respect of any portion of a temporary global Note payable
in respect of an
Interest Payment Date occurring prior to the issuance of
definitive Notes
(including a permanent global Note) will be payable to the
bearer and thus, while
such temporary global Note is deposited with the common
depositary for Euroclear
and Cedel, will be paid to each of Euroclear and Cedel with
respect to the
portion of the temporary global Note held for its account for
which it provides
certification in the form described above under "Form,
Exchange, Registration and
Transfer". If an Interest Payment Date occurs prior to the
issuance of definitive
Notes (including a permanent global Note), written
certification in the form and
to the effect described above under "Form, Exchange,
Registration and Transfer"
will be required to obtain an interest payment, and upon
receipt of such
certification Euroclear or Cedel, as the case may be, will
exchange the portion
of the temporary global Note relating to such certification
for an interest in
a permanent global Note (unless the account holder requests
that such portion be
exchanged for a definitive Registered Note or Notes or a
definitive Bearer Note
or Notes). (Indentures Section 304).
Permanent Global Notes
If any Notes of a series are issuable in permanent global
form, the
applicable Prospectus Supplement will describe the
circumstances, if any, under
which beneficial owners of interests in any such permanent
global Note may
exchange such interests for Notes of such series and of like
tenor and principal
amount in any authorized form and denomination. No Bearer Note
delivered in
exchange for any portion of a permanent global Note shall be
delivered to any
location in the United States or its possessions in connection
with such
exchange. (Indentures Section 305). Principal of and any
premium and interest on any
permanent global Note will be payable in the manner described
in the applicable
Prospectus Supplement. (Indentures Section 304).
Limitations on Liens on Stock of Citibank
Citicorp has covenanted in the Senior Indenture that, so
long as any of the
Senior Notes issued thereunder which mature more than ten
years after their
issuance are Outstanding, it will not create, incur, assume or
suffer to exist
any mortgage, pledge, security interest or other encumbrance,
as security for
indebtedness for borrowed money, upon any shares of Voting
Stock of Citibank
owned by Citicorp, without effectively providing that the
Senior Notes issued
under such Indenture which mature more than ten years after
their issuance shall
be secured equally and ratably with, or prior to, such
indebtedness; provided,
however, that Citicorp shall be permitted to create, incur,
assume or suffer to
exist any such mortgage, pledge, security interest or other
encumbrance without
regard to the foregoing provisions so long as after giving
effect thereto
Citicorp will own at least 80% of the Voting Stock of Citibank
then issued and
outstanding, free and clear of any such mortgage, pledge,
security interest or
other encumbrance. For the purpose of this covenant, the term
"Voting Stock" of
Citibank shall mean stock of any class or classes, however
designated, having
ordinary voting power for the election of a majority of the
board of directors
of Citibank, other than stock having such power only by reason
of the happening
of a contingency. (Senior Indenture Section 1005). The
foregoing covenant also applies
to the Original Subordinated Notes but is not a provision of
the Subordinated
Indenture and does not apply to any series of Subordinated
Notes.
Defaults; Events of Default
Unless otherwise provided in the applicable Prospectus
Supplement, the
following will be "Events of Default" under the Senior
Indenture with respect to
any series of Senior Notes: (a) failure to pay principal of or
any premium on any
Senior Note of that series at maturity; (b) failure to pay any
interest on any
Senior Note of that series when due, continued for 30 days;
(c) failure to
deposit any sinking fund payment, when due, in respect of any
Senior Note of that
series; (d) failure to perform any other covenant of Citicorp
in the Senior
Indenture (other than a covenant included in the Senior
Indenture solely for the
benefit of series of Senior Notes other than that series)
continued for 60 days
after written notice of such default; (e) certain events of
bankruptcy,
insolvency or reorganization of Citicorp or Citibank; and (f)
any other Event of
Default provided with respect to Senior Notes of that series.
(Senior Indenture
Section 501).
Unless otherwise provided in the applicable Prospectus
Supplement, the
following will be "Defaults" under the Subordinated Indenture
with respect to any
series of Subordinated Notes: (a) failure to pay principal of
or any premium on
any of the Subordinated Notes of that series at maturity; (b)
failure to pay any
interest on any Subordinated Note of that series when due,
continued for 30 days;
(c) failure to perform any other covenant of Citicorp in the
Subordinated
Indenture (other than a covenant included in the Subordinated
Indenture solely
for the benefit of series of Subordinated Notes other than
that series) continued
for 60 days after written notice of such default; (d) any
Event of Default; and
(e) any other Default provided with respect to Subordinated
Notes of that series.
(Subordinated Indenture Section 503). Unless otherwise
provided in the applicable
Prospectus Supplement, the following will be the Events of
Default under the
Subordinated Indenture with respect to any series of
Subordinated Notes: (x)
certain events of bankruptcy, insolvency or reorganization of
Citicorp; and (y)
any other Event of Default provided with respect to
Subordinated Notes of that
series. (Subordinated Indenture Section 501). Unless an Event
of Default has occurred
and shall be continuing with respect to a series of
Subordinated Notes, neither
the holders of such Subordinated Notes nor the Subordinated
Trustee may declare
the acceleration of the payment of principal or premium, if
any, of such
Subordinated Notes under the Subordinated Indenture.
Subject to the provisions of the applicable Indenture
relating to the
duties of the related Trustee, in case an Event of Default
with respect to either
the Senior Notes or the Subordinated Notes shall occur, or in
case a Default with
respect to the Subordinated Notes shall occur and be
continuing, such Trustee
will be under no obligation to exercise any of its rights or
powers under such
Indenture at the request or direction of any of the holders of
Notes of any
series or any related coupons unless such holders shall have
offered to such
Trustee reasonable indemnity. (Indentures Sections 601, 603).
The holders of a majority
in aggregate principal amount of the Outstanding Notes of any
series will have
the right to direct the time, method and place of conducting
any proceeding for
any remedy available to the related Trustee, or exercising any
trust or power
conferred on the Trustee, with respect to Notes of that
series, provided that
such direction does not conflict with applicable law or the
applicable Indenture
or have a substantial likelihood of involving such Trustee in
personal liability.
(Indentures Section 512).
If an Event of Default with respect to Notes of any series
at the time
Outstanding shall occur and be continuing, either the related
Trustee or the
holders of at least 25% in aggregate principal amount of the
Outstanding Notes
of that series may declare the principal, or, if any such
Notes are Original
Issue Discount Notes, such lesser amounts as may be described
in the applicable
Prospectus Supplement, of all such Outstanding Notes of that
series to be due and
payable immediately. At any time after a declaration of
acceleration with respect
to Notes of any series has been made but before a judgment or
decree for payment
of money due has been obtained by such Trustee, the holders of
a majority in
aggregate principal amount of Outstanding Notes of that series
may rescind any
declaration of acceleration and its consequences, if all
payments due (other than
those due as a result of acceleration) have been made and all
Events of Default
have been remedied or waived. (Indentures Section 502).
No holder of any Notes of any series or any related coupons
will have any
right to institute any proceeding with respect to the
applicable Indenture or for
any remedy thereunder, unless such holder shall have
previously given to the
related Trustee written notice of a continuing Event of
Default, with respect to
the Senior Notes or the Subordinated Notes of that series, or
of a continuing
Default with respect to the Subordinated Notes of that series,
the holders of at
least 25% in aggregate principal amount of the Outstanding
Notes of that series
shall have made written request, and offered reasonable
indemnity, to the Trustee
to institute such proceeding as Trustee, and the Trustee shall
not have received
from the holders of a majority in aggregate principal amount
of the Outstanding
Notes of that series a direction inconsistent with such
request and shall have
failed to institute such proceeding within 60 days.
(Indentures Section 507). However,
such limitations do not apply to a suit instituted by a holder
of an Outstanding
Note of that series for enforcement of payment of the
principal of, or any
premium or interest on, such Note on or after the respective
due dates expressed
in such Note. (Indentures Section 508).
Citicorp is required to furnish to each Trustee annually a
statement as to
its performance or fulfillment of covenants, agreements or
conditions in the
applicable Indenture and as to the absence of defaults
thereunder. (Indentures
Section 1004).
Meetings, Modification and Waiver
Modifications and amendments of each Indenture may be made
by Citicorp and
the related Trustee with the consent of the holders of not
less than a majority
in aggregate principal amount of the Outstanding Notes of each
series affected
by such modification or amendment; provided, however, that no
such modification
or amendment may, without the consent of the holders of each
Outstanding Note
affected thereby, (a) change the Stated Maturity of the
principal of, or any
installment of principal of or interest on, any Note, (b)
reduce the principal
amount of, or premium or interest on, any Note, (c) change any
obligation of
Citicorp to pay additional amounts, (d) reduce the amount of
principal of an
Original Issue Discount Note payable upon acceleration of the
Maturity thereof,
(e) change the coin or currency in which any Note or any
premium or interest
thereon is payable, (f) impair the right to institute suit for
the enforcement
of any payment on or with respect to any Note, (g) reduce the
percentage in
principal amount of Outstanding Notes of any series, the
consent of whose holders
is required for modification or amendment of the applicable
Indenture or for
waiver of compliance with certain provisions of such Indenture
or for waiver of
certain defaults, (h) reduce the requirements contained in
such Indenture for
quorum or voting, (i) change any obligation of Citicorp to
maintain an office or
agency in the places and for the purposes required by such
Indenture, or (j)
modify any of the above provisions. (Indentures Section 902).
Under certain limited
circumstances, modifications and amendments of such Indenture
may be made by
Citicorp and the related Trustee without the consent of any
holders of
Outstanding Notes. (Indentures Section 901).
The holders of at least a majority in aggregate principal
amount of the
Outstanding Notes of a series may, on behalf of the holders of
all the Notes of
that series, waive, insofar as that series is concerned,
compliance by Citicorp
with certain restrictive provisions of the applicable
Indenture. (Indentures
Section 1007). The holders of not less than a majority in
aggregate principal amount of
the Outstanding Notes of a series may, on behalf of all
holders of Notes of that
series and any coupons appertaining thereto, waive any past
default under the
applicable Indenture with respect to Notes of that series,
except a default (a)
in the payment of principal of or any premium or interest on
any Note of such
series or (b) in respect of a covenant or provision of the
applicable Indenture
which cannot be modified or amended without the consent of the
holders of each
Outstanding Note of such series affected. (Indentures Section
513).
Each Indenture provides that in determining whether the
holders of the
requisite principal amount of the Outstanding Notes have given
any request,
demand, authorization, direction, notice, consent or waiver
thereunder or are
present at a meeting of holders of Notes for quorum purposes,
(i) the principal
amount of an Original Issue Discount Note that shall be deemed
to be Outstanding
shall be the amount of the principal thereof that would be due
and payable as of
the date of such determination upon acceleration of the
Maturity thereof, and
(ii) the principal amount of a Note denominated in a foreign
currency or currency
unit shall be the U.S. dollar equivalent, determined on the
date of original
issuance of such Note, of the principal amount of such Note
or, in the case of
an Original Issue Discount Note, the U.S. dollar equivalent,
determined on the
date of original issuance of such Note, of the amount
determined as provided in
(i) above. (Indentures Section 101).
Each Indenture contains provisions for convening meetings of
the holders
of Notes of a series if Notes of that series are issuable as
Bearer Notes.
(Indentures Section 1301). A meeting may be called at any time
by the Trustee, and also,
upon request, by Citicorp or the holders of at least 10% in
aggregate principal
amount of the Outstanding Notes of such series, in any such
case upon notice
given in accordance with "Notices" below. (Indentures Section
1302). Except for any
consent which must be given by the holder of each Outstanding
Note affected
thereby, as described above, any resolution presented at a
meeting or adjourned
meeting at which a quorum is present may be adopted by the
affirmative vote of
the holders of a majority in aggregate principal amount of the
Outstanding Notes
of that series; provided, however, that, except for any
consent which must be
given by the holder of each Outstanding Note affected thereby,
as described
above, any resolution with respect to any consent, waiver,
request, demand,
notice, authorization, direction or other action which may be
given by the
holders of not less than a specified percentage in aggregate
principal amount of
Outstanding Notes of a series may be adopted at a meeting or
an adjourned meeting
at which a quorum is present only by the affirmative vote of
the holders of not
less than such specified percentage in aggregate principal
amount of the
Outstanding Notes of that series. Any resolution passed or
decision taken at any
meeting of holders of Notes of any series duly held in
accordance with the
applicable Indenture will be binding on all holders of Notes
of that series and
the related coupons. The quorum at any meeting called to adopt
a resolution, and
at any adjourned meeting, will be Persons holding or
representing a majority in
aggregate principal amount of the Outstanding Notes of a
series; provided,
however, that if any action is to be taken at such meeting
with respect to a
consent, waiver, request, demand, notice, authorization,
direction or other
action which may be given by the holders of not less than a
specified percentage
in aggregate principal amount of the Outstanding Notes of a
series, the Persons
holding or representing such specified percentage in aggregate
principal amount
of the Outstanding Notes of such series will constitute a
quorum. (Indentures
Section 1304).
Consolidation, Merger and Sale of Assets
Citicorp may, without the consent of the holders of any of
the Outstanding
Notes of a series, consolidate with, merge into or transfer
its assets
substantially as an entirety to any corporation organized
under the laws of any
domestic or foreign jurisdiction, provided that (i) the
successor corporation
assumes Citicorp's obligations on the Notes of each series and
under the
applicable Indenture, (ii) after giving effect thereto, with
respect to the
Senior Notes, no Event of Default and no event which, after
notice or lapse of
time, or both, would become an Event of Default shall have
occurred and be
continuing, (iii) after giving effect thereto, with respect to
the Subordinated
Notes, no Default, and no event which, after notice or lapse
of time, or both,
would become a Default, shall have happened and be continuing,
and (iv) certain
other conditions are met. (Indentures Sections 801, 802).
Assumption of Obligations
If so specified in an applicable Prospectus Supplement for a
series of
Notes issuable as Bearer Notes, Citicorp may elect at any time
to assign to a
Subsidiary or an Affiliate of Citicorp, and cause such
Subsidiary or Affiliate
to assume, the obligations of Citicorp for the due and
punctual payment of the
principal of and any premium and interest on all the Notes of
such series and the
performance of every covenant of the applicable Indenture,
except as described
below, on the part of Citicorp to be performed or observed
with respect to the
Notes of such series, provided that (i) Citicorp has the right
to redeem the
Notes of such series in the event of certain changes involving
United States
taxes or the imposition of certain reporting requirements as
expressly described
in the applicable Prospectus Supplement and the circumstances
and conditions
expressly described in such Prospectus Supplement giving rise
to Citicorp's right
so to redeem the Notes of such series have occurred, are in
effect and have been
satisfied, as the case may be, (ii) no payment of principal of
or any premium or
interest on any of the Notes of such series is overdue, (iii)
Citicorp
unconditionally guarantees the performance of the obligations
of such Subsidiary
or Affiliate under the applicable Indenture and under the
Notes of such series,
(iv) Citicorp and such Subsidiary or Affiliate each agrees to
indemnify the
holder of each Note of such series against (A) any tax,
assessment or
governmental charge which is imposed on such holder by a
jurisdiction other than
the United States or any political subdivision or taxing
authority thereof or
therein with respect to, and which is withheld on the making
of, the payment of
the principal of or any premium or interest on such Note, and
which would not
have been so imposed and withheld had such assignment and
assumption not been
made, (B) any tax, assessment or governmental charge imposed
on or relating to
the act of assignment and assumption and (C) any costs or
expenses of the act of
assignment and assumption, (v) after giving effect thereto, no
Event of Default
with respect to the Senior Notes or the Subordinated Notes and
no Default with
respect to the Subordinated Notes, and no event which, after
notice or lapse of
time, or both, would become an Event of Default or Default,
respectively, shall
have occurred and be continuing, and (vi) certain other
conditions are met.
(Indentures Section 803). Notwithstanding any assignment and
assumption with respect to
the Notes of a series as described in this paragraph, Citicorp
will remain
unconditionally obligated to comply with such provisions of
each Indenture as may
be required to comply with applicable law and, with respect to
the Senior Notes
and the Original Subordinated Notes, Citicorp shall remain
unconditionally
obligated to comply with the covenant described above under
"Limitations on Liens
on Stock of Citibank". (Indentures Sections 803, 804).
Notices
Except as otherwise provided in the applicable Indenture,
notices to
holders of Bearer Notes will be given by publication at least
twice in a daily
newspaper of general circulation in The City of New York and
in such other city
or cities as may be specified in such Notes. Notices to
holders of Registered
Notes will be given by mail to the addresses of such holders
as they appear in
the Security Register. (Indentures Sections 101, 106).
Title
Title to any Bearer Notes (including Bearer Notes in
temporary global form
and in permanent global form) and any coupons appertaining
thereto will pass by
delivery. Citicorp, the related Trustee and any agent of
Citicorp or such Trustee
may treat the bearer of any Bearer Note and the bearer of any
coupon and the
registered owner of any Registered Note as the absolute owner
thereof (whether
or not such Note or coupon shall be overdue and
notwithstanding any notice to the
contrary) for the purpose of making payment and for all other
purposes.
(Indentures Section 308).
Replacement of Notes and Coupons
Any mutilated Note or a Note with a mutilated coupon
appertaining thereto
will be replaced by Citicorp at the expense of the holder upon
surrender of such
Note to the related Trustee. Notes or coupons that become
destroyed, lost or
stolen will be replaced by Citicorp at the expense of the
holder upon delivery
to such Trustee of evidence of the destruction, loss or theft
thereof
satisfactory to Citicorp and such Trustee; in the case of any
coupon which
becomes destroyed, lost or stolen, such coupon will be
replaced by issuance of
a new Note in exchange for the Note to which such coupon
appertains. In the case
of a destroyed, lost or stolen Note or coupon, an indemnity
satisfactory to such
Trustee and Citicorp may be required at the expense of the
holder of such Note
or coupon before a replacement Note will be issued.
(Indentures Section 306).
Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable Prospectus
Supplement for a
series of Notes, Citicorp may cause itself (i) to be
discharged from any and all
obligations with respect to such Notes (subject to the terms
of the applicable
Indenture) ("defeasance") and/or (ii) to be released from its
obligations
described above under "Limitations on Liens on Stock of
Citibank" with respect
to the Senior Notes or Original Subordinated Notes ("covenant
defeasance"), upon
the deposit with the related Trustee (or other qualifying
trustee), in trust for
such purpose, of money and/or U.S. Government Obligations
which through the
payment of principal and interest in accordance with their
terms will provide
money in an amount sufficient, without reinvestment, to pay
the principal of and
any premium or interest on such Notes to Maturity or
redemption, as the case may
be, and any mandatory sinking fund or analogous payments
thereon. As a condition
to defeasance or covenant defeasance, Citicorp must deliver to
the related
Trustee an Opinion of Counsel to the effect that the holders
of such Notes will
not recognize income, gain or loss for United States federal
income tax purposes
as a result of such defeasance or covenant defeasance and will
be subject to
United States federal income tax on the same amounts, in the
same manner and at
the same times as would have been the case if such defeasance
or covenant
defeasance had not occurred. Such Opinion, in the case of
defeasance under clause
(i) above, must refer to and be based upon a published ruling
of the Internal
Revenue Service or changes in applicable United States federal
income tax law
occurring after the date of the applicable Indenture.
(Indentures Article
Fourteen).
Defeasance by Citicorp with respect to the Notes of a series
is permitted
notwithstanding Citicorp's prior covenant defeasance with
respect to such series.
Following a defeasance, payment of such Notes may not be
accelerated because of
an Event of Default or a Default. (Indentures Section 1402).
Following a covenant
defeasance, payment of Senior Notes or the Original
Subordinated Notes may not
be accelerated by reference to the covenant noted under clause
(ii) above.
(Senior Indenture Section 1403, Original Subordinated
Indenture Section 1403).
However, if such an acceleration were to occur, the realizable
value at the
acceleration date of the money and U.S. Government Obligations
in the
defeasance trust could be less than the principal and interest
then due on such
Notes, in that the required deposit in the defeasance trust is
based upon
scheduled cash flows rather than market value, which will vary
depending upon
interest rates and other factors.
Subordination
The Subordinated Notes will be subordinate and junior in
right of payment,
to the extent set forth in the Subordinated Indenture, to all
Senior Indebtedness
(as defined below) of Citicorp. In the event that Citicorp
shall default in the
payment of any principal of (or premium, if any) or interest
on any Senior
Indebtedness when the same becomes due and payable, whether at
maturity or at a
date fixed for prepayment or by declaration or otherwise,
then, unless and until
such default shall have been cured or waived or shall have
ceased to exist, no
direct or indirect payment (in cash, property, securities, by
set-off or
otherwise) shall be made or agreed to be made on account of
the principal of or
interest on the indebtedness evidenced by the Subordinated
Notes, or in respect
of any redemption, retirement, purchase or other acquisition
of any of the
Subordinated Notes. In the event of (a) any insolvency,
bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or
other similar
proceeding relating to Citicorp, its creditors or its
property, (b) any
proceeding for the liquidation, dissolution or other
winding-up of Citicorp,
voluntary or involuntary, whether or not involving insolvency
or bankruptcy
proceedings, (c) any assignment by Citicorp for the benefit of
creditors or (d)
any other marshaling of the assets of Citicorp, all Senior
Indebtedness
(including any interest thereon accruing after the
commencement of any such
proceedings) shall first be paid in full before any payment or
distribution under
the Subordinated Notes, whether in cash, securities or other
property, shall be
made to any Subordinated Note holders. In such event, any
payment or distribution
under the Subordinated Notes, whether in cash, securities or
other property
(other than securities of Citicorp or any other corporation
provided for by a
plan of reorganization or readjustment the payment of which is
subordinate at
least to the extent provided in the subordination provisions
with respect to the
Subordinated Notes to the payment of all Senior Indebtedness
at the time
outstanding, and to any securities issued in respect thereof
under any such plan
of reorganization or readjustment), which would otherwise (but
for those
subordination provisions) be payable or deliverable in respect
of the
Subordinated Notes, shall be paid or delivered directly to the
holders of Senior
Indebtedness in accordance with the priorities then existing
among such holders
until all Senior Indebtedness (including any interest thereon
accruing after the
commencement of any such proceedings) shall have been paid in
full. If any
payment or distribution under the Subordinated Notes, of any
character whether
in cash, securities or other property (other than securities
of Citicorp or any
other corporation provided for by a plan of reorganization or
readjustment the
payment of which is subordinate, at least to the extent
provided in the
subordination provisions with respect to the Subordinated
Notes, to the payment
of all Senior Indebtedness at the time outstanding and to any
securities issued
in respect thereof under any such plan of reorganization or
readjustment), shall
be received by any holder of any Subordinated Notes in
contravention of any of
the terms hereof and before all the Senior Indebtedness shall
have been paid in
full, such payment or distribution or security shall be
received in trust for the
benefit of, and shall be paid over or delivered and
transferred, to the holders
of the Senior Indebtedness at the time outstanding in
accordance with the
priorities then existing among such holders for application to
the payment of all
Senior Indebtedness remaining unpaid to the extent necessary
to pay all such
Senior Indebtedness in full (Subordinated Indenture Section
1501).
"Senior Indebtedness" means any obligation of Citicorp to
its creditors,
whether outstanding or subsequently incurred, other than (a)
all subordinated
securities and subordinated capital notes issued or which may
be issued under
certain specified indentures; (b) all guarantees of
indebtedness of subsidiaries
of Citicorp that may be issued under certain specified
subordinated indentures
of those subsidiaries; (c) any obligation as to which, in the
instrument creating
or evidencing the same or pursuant to which the same is
outstanding, it is
provided that such obligation is not Senior Indebtedness
(including, without
limitation, all other unsecured and subordinated indebtedness
of Citicorp); and
(d) any securities issued under the Original Subordinated
Indenture or the
Subordinated Indenture, including Subordinated Notes.
(Subordinated Indenture
Section 101). Neither Indenture limits the issuance of
additional Senior Indebtedness.
Because Citicorp is a holding company, its rights and the
rights of its
creditors, including the holders of the Notes, to participate
in the assets of
any subsidiary upon the latter's liquidation or
recapitalization will be subject
to the prior claims of the subsidiary's creditors, except to
the extent that
Citicorp may itself be a creditor with recognized claims
against the subsidiary.
Governing Law
Each Indenture, the Notes and the coupons will be governed
by, and
construed in accordance with, the laws of the State of New
York. (Indentures
Section 113).
Concerning the Trustees
United States Trust Company of New York, the Senior Trustee,
has its
principal corporate trust office at 114 West 47th Street, New
York, New York
10036 and is also trustee under other Citicorp indentures
under which unsecured
debt securities are currently outstanding.
Chemical Bank, the Subordinated Trustee, has its principal
corporate trust
office at 450 West 33rd Street, New York, New York 10001, and
is also trustee
under other indentures under which subordinated unsecured debt
securities issued
or guaranteed by Citicorp are currently outstanding.
Citicorp or its affiliates maintain certain accounts and
other banking
relationships with the Trustees and their respective
affiliates.
Limitations on Issuance of Euro-Notes
In compliance with United States federal tax laws and
regulations, Euro-Notes
may not be offered or sold during the restricted period (as
defined below)
in the United States or its possessions or to a United States
person (each as
defined below) other than an exempt purchaser (as defined
below). Furthermore,
in compliance with such federal tax laws and regulations,
Euro-Notes may not be
delivered, in connection with the sale thereof during the
restricted period, in
definitive form within the United States or its possessions.
Citicorp will not offer or sell Euro-Notes during the
restricted period to
a person who is within the United States or its possessions or
to a United States
person other than an exempt purchaser, and any underwriter,
agent and dealer
participating in the offering of Euro-Notes must covenant
that: (i) it has not
and will not offer or sell the Euro-Notes during the
restricted period to a
person who is within the United States or its possessions or
to a United States
person other than an exempt purchaser; (ii) it has in effect,
in connection with
the offer and sale of the Euro-Notes during the restricted
period, procedures
reasonably designed to ensure that its employees or agents who
are directly
engaged in selling the Euro-Notes are aware that the
Euro-Notes cannot be offered
or sold during the restricted period to a person who is within
the United States
or its possessions or who is a United States person (other
than an exempt
purchaser); (iii) it will not permit any affiliate (within the
meaning of Section
1.163-5(c)(2)(i)(D)(4)(iii) of the regulations issued under
the Internal Revenue
Code (the "Treasury Regulations")) to acquire any Euro-Note
for the purpose of
offering or selling it during the restricted period unless
such affiliate
provides it (for the benefit of Citicorp) with the covenants
contained in this
paragraph; (iv) it will not deliver any Euro-Notes, in
connection with the sale
thereof during the restricted period, in definitive form
within the United States
or its possessions; (v) it will not enter into any written
contract with another
distributor (within the meaning of Section
1.163-5(c)(2)(i)(D)(4) of the Treasury
Regulations) to offer or sell the Euro-Notes during the
restricted period unless
such distributor provides it (for the benefit of Citicorp)
with the covenants
contained in this paragraph; and (vi) if it is a United States
person, it is
acquiring the Euro-Notes for purposes of resale in connection
with their original
issuance and if it retains the Euro-Notes for its own account,
it will only do
so in accordance with the requirements of Section
1.163-5(c)(2)(i)(D)(6) of the
Treasury Regulations.
For purposes of the selling restrictions described in this
section, an
offer or sale will be considered to be made to a person who is
within the United
States or its possessions if the offeror or seller of the
Euro-Notes has an
address within the United States or its possessions for the
offeree or buyer of
the Euro-Notes with respect to the offer or sale. Bearer Notes
and any coupons
appertaining thereto (including Euro-Notes in permanent global
form exchangeable
for Bearer Notes) will bear a legend to the following effect:
"Any United States
person who holds this obligation will be subject to
limitations under the United
States income tax laws, including the limitations provided in
Sections 165(j) and
1287(a) of the Internal Revenue Code".
As used herein, "United States person" means a citizen or
resident of the
United States, a corporation, partnership or other entity
created or organized
in or under the laws of the United States and an estate or
trust the income of
which is subject to United States federal income taxation
regardless of its
source, "United States" means the United States of America
(including the States
and the District of Columbia) and "possessions" of the United
States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and
Northern Mariana Islands, "restricted period" means with
respect to a Note, the
period beginning on the earlier of the closing date or the
first date on which
the Note is offered to persons other than distributors and
ending on the
expiration of the 40-day period beginning on the closing date,
except that,
notwithstanding the foregoing, any offer or sale of the Notes
by Citicorp or a
distributor shall be deemed to be made during the restricted
period if Citicorp
or the distributor holds the Note as part of an unsold
allotment or subscription,
and "exempt purchaser" means (A) an exempt distributor (as
defined in Section
1.163-5(c)(2)(i)(D)(5) of the Treasury Regulations) that
covenants that it is
buying the Euro-Notes for the purpose of resale in connection
with the original
issuance thereof, and that if it retains the Euro-Notes for
its own account, it
will do so only in accordance with the requirements ofSection
1.163-5(c)(2)(i)(D)(6)
of the Treasury Regulations; (B) an international
organization
described in Section 7701(a)(18) of the Internal Revenue Code;
(C) a foreign
central bank (as defined in Section 895 of the Internal
Revenue Code and the
Treasury Regulations thereunder); (D) a foreign branch of a
United States
financial institution as described in Section
1.163-5(c)(2)(i)(D)(6)(i) of the
Treasury Regulations; and (E) a United States person who
acquires the Euro-Notes
through the foreign branch of a United States financial
institution and who holds
the Euro-Notes through such financial institution.
Notwithstanding the foregoing,
however, (i) a person described in (A) of this paragraph will
not be considered
an exempt purchaser with respect to offers to a non-United
States office of such
person; (ii) a person described in (B) or (C) of this
paragraph will not be
considered an international organization or a foreign central
bank, as the case
may be, with respect to offers that are not made directly and
specifically to
such person; (iii) a person described in (E) of this paragraph
will be considered
an exempt purchaser only with respect to sales of the
Euro-Notes; and (iv) in the
case of persons described in (D) or (E) of this paragraph, the
financial
institution holding the Euro-Note provides a certificate to
Citicorp or the
distributor selling the Euro-Note stating that it agrees to
comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code and
the Treasury Regulations thereunder.
<PAGE>
FOREIGN CURRENCY RISKS
General
Notes may be denominated in such foreign currencies or
currency units as
may be designated by Citicorp at the time of offering (the
"Foreign Currency
Securities").
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL
AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN
CURRENCY
SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE
INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN
CURRENCY TRANSACTIONS.
The information set forth below is directed to prospective
purchasers of
Foreign Currency Securities who are United States residents,
and Citicorp
disclaims any responsibility to advise prospective purchasers
who are residents
of countries other than the United States with respect to any
matters that may
affect the purchase or holding of a Foreign Currency Security
or the receipt of
payments of principal of and any premium and interest on a
Foreign Currency
Security. Such persons should consult their own legal
advisors with regard to
such matters.
Exchange Rates and Exchange Controls
An investment in Foreign Currency Securities entails
significant risks that
are not associated with a similar investment in a security
denominated in U.S.
dollars. Such risks include, without limitation, the
possibility of significant
changes in the rate of exchange between the U.S. dollar and
the relevant foreign
currency and the possibility of the imposition or modification
of foreign
exchange controls by either the United States or foreign
governments. Such risks
generally depend on economic and political events over which
Citicorp has no
control. In recent years, rates of exchange between the U.S.
dollar and certain
foreign currencies have been highly volatile, and significant
volatility may be
expected in the future. Fluctuations in any particular
exchange rate that have
occurred in the past are not necessarily indicative, however,
of fluctuations in
the rate that may occur during the term of any Foreign
Currency Security. Changes
in the exchange rate of the relevant foreign currency
applicable to a Foreign
Currency Security against the U.S. dollar would generally
result in changes in
the U.S. dollar-equivalent market value of the Security.
PLAN OF DISTRIBUTION
Securities may be offered and sold by Citicorp or by other
selling
securityholders by any of three means of distribution: (1)
through agents, (2)
through underwriters or dealers or (3) directly to one or more
purchasers. Such
underwriters, dealers or agents or other selling
securityholders may be
affiliates of Citicorp, and offers and sales of Securities may
include secondary
market transactions by affiliates of Citicorp. The applicable
Prospectus
Supplement will set forth the terms of the offering to which
such Prospectus
Supplement relates, including the name or names of any
underwriters or agents,
the public offering or purchase price, the net proceeds to
Citicorp or the
securityholders from such sale, any underwriting discounts and
other items
constituting underwriters' compensation, any discounts and
commissions allowed
or paid to dealers, any commissions allowed or paid to agents,
and the securities
exchanges, if any, on which such Securities will be listed.
Dealer trading may
take place in certain of the Securities, including Securities
not listed on any
securities exchange. Direct sales may be made on a national
securities exchange
or otherwise.
Citicorp may issue Securities to one or more persons in
exchange for
outstanding securities of Citicorp acquired by such persons
from third parties
in open market or privately negotiated transactions. The newly
issued Securities
in such cases may be offered pursuant to this Prospectus and
the applicable
Prospectus Supplement by such persons, acting as a principal
for their own
accounts. Unless otherwise indicated in the applicable
Prospectus Supplement,
Citicorp will receive only outstanding securities and will not
receive cash
proceeds in connection with such exchanges or resales.
The Securities may be purchased to be reoffered to the
public through
underwriting syndicates led by one or more managing
underwriters, or through one
or more underwriters acting alone. Any initial public offering
price and any
discounts or concessions allowed or reallowed or paid to
dealers may be changed
from time to time. If so indicated in the applicable
Prospectus Supplement,
Citicorp will authorize underwriters or agents to solicit
offers by certain
institutions to purchase securities from Citicorp pursuant to
Delayed Delivery
Contracts providing for payment and delivery at a future date.
Each underwriter and agent participating in the distribution
of any Euro-Notes will agree that it will not
offer, sell or deliver, directly or indirectly,
such Notes, in connection with the sale thereof during the
restricted period, in
the United States or to United States persons, with certain
limited exceptions.
See "Limitations on Issuance of Euro-Notes".
Any underwriter or agent participating in the distribution
of the
Securities may be deemed to be an underwriter, as that term is
defined in the
Securities Act of 1933, as amended (the "Securities Act"), of
the Securities so
offered and sold and any discounts or commissions received by
them and any profit
realized by them on the sale or resale of the Securities may
be deemed to be
underwriting discounts and commissions under the Securities
Act. Underwriters,
agents and their controlling persons may be entitled, under
agreements entered
into with Citicorp, to indemnification by Citicorp against
certain civil
liabilities, including liabilities under the Securities Act.
This Prospectus and related Prospectus Supplements may be
used by direct
or indirect subsidiaries of Citicorp in connection with offers
and sales related
to secondary market transactions. Such subsidiaries may act
as principal or
agent in such transactions. Such sales will be made at prices
related to
prevailing market prices at the time of sale.
The participation of an affiliate or subsidiary of Citicorp
in the offer
and sale of the Securities will comply with the requirements
of Schedule E of the
By-laws of the National Association of Securities Dealers,
Inc. (the "NASD")
regarding underwriting securities of an affiliate. No NASD
member participating
in offers and sales will execute a transaction in the
Securities in a
discretionary account without the prior written specific
approval of the member's
customer.
Underwriters, agents or their controlling persons may engage
in
transactions with and perform services for Citicorp in the
ordinary course of
business.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for
Citicorp by Stephen
E. Dietz, as an Associate General Counsel of Citibank. Mr.
Dietz owns or has the
right to acquire a number of shares of Common Stock of
Citicorp equal to less
than 0.01% of the outstanding Common Stock of Citicorp.
EXPERTS
The consolidated financial statements of Citicorp and
subsidiaries included
in Citicorp's Annual Report and Form 10-K for 1994 have been
incorporated herein
by reference in reliance upon the report set forth therein of
KPMG Peat Marwick
LLP, independent certified public accountants, and upon the
authority of said
firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP
covering the December 31, 1994 financial statements refers to
the fact that in
1994 Citicorp adopted Statement of Financial Accounting
Standards ("SFAS") No.
112, "Employers' Accounting for Postemployment Benefits", SFAS
No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities", and FASB
Interpretation No. 39, "Offsetting of Amounts Related to
Certain Contracts", and
in 1993 Citicorp adopted SFAS No. 106, "Employers' Accounting
for Postretirement
Benefits Other Than Pensions" and SFAS No. 109, "Accounting
for Income Taxes".
<PAGE>
Alternate Pages for Convertible Debt/Warrants Prospectus
Subject to Completion, Dated June 1, 1995
PROSPECTUS
CITICORP
Senior Notes
Subordinated Notes
Warrants
Capital Securities
This Prospectus may be used in connection with the offering
of Citicorp's
unsecured debt securities, which may be either senior (the
"Senior Notes") or
subordinated (the "Subordinated Notes" and together with the
Senior Notes, the
"Notes"), certain Capital Securities, as described herein, and
warrants (the
"Warrants") entitling the holder to purchase from Citicorp or
sell to Citicorp,
or to receive from Citicorp the cash value of the right to
purchase or sell,
Notes, shares of Citicorp's preferred stock ("Preferred
Stock"), depositary
shares ("Depositary Shares") or common stock ("Common Stock"),
other securities,
securities indices or currencies or composite currencies. The
Notes, Capital
Securities and Warrants (collectively, the "Securities") may
be offered,
separately or together, in separate series in amounts, at
prices and on terms
determined at the time of sale and set forth in one or more
supplements to this
Prospectus (together, the "Prospectus Supplement"). To the
extent described in
the Prospectus Supplement, the Notes may be convertible or
exchangeable, at the
option of the holder or Citicorp, into Common Stock or other
securities of
Citicorp or another issuer. Pursuant to the terms of the
Registration Statement
of which this Prospectus forms a part, shares of Preferred
Stock, Depositary
Shares or Common Stock may also be offered under the
Registration Statement.
The Senior Notes will rank equally with all other unsecured
and
unsubordinated indebtedness of Citicorp. The Subordinated
Notes will be
subordinate to all existing and future Senior Indebtedness (as
defined herein).
See "Description of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS
ACCOUNTS BUT ARE
UNSECURED DEBT OBLIGATIONS OR WARRANTS OR CAPITAL SECURITIES
OF CITICORP AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
The date of this Prospectus is _______, 1995
<PAGE>
The specific terms of each series of Securities offered
pursuant to this
Prospectus will be set forth in the applicable Prospectus
Supplement, which in
each case will identify the selling security holder (if not
Citicorp), any
underwriters or agents for the Securities being offered
thereby and their
compensation, and the public offering or purchase price.
The Prospectus Supplement will also include the following:
(a) in the case
of any series of Notes, the aggregate principal amount
offered, the rate and time
of payment of interest, if any, the authorized denominations,
the currency or
composite currency, if not the U.S. dollar, in which payments
are to be made, the
maturity, priority, premium, if any, any terms for redemption
or conversion at
the option of Citicorp or the holder, and any mandatory or
optional sinking fund
or analogous provisions and (b) in the case of Warrants, the
number offered, the
exercise price, the duration, the currency or composite
currency, index or
security relating to each Warrant, and the procedures and
conditions for the
exercise of the Warrants.
The Prospectus Supplement will also contain information,
where applicable,
concerning certain United States federal income tax
considerations relating to,
and as to any listing on a securities exchange of, the
Securities covered by such
Prospectus Supplement.
The Securities may be offered by Citicorp or other selling
securityholders
directly to purchasers, through agents designated from time to
time, through
underwriting syndicates led by one or more managing
underwriters or through one
or more underwriters acting alone. If Citicorp, directly or
through agents,
solicits offers to purchase the Securities, Citicorp reserves
the sole right to
accept and, together with its agents, to reject in whole or in
part any proposed
purchase of Securities. Affiliates of Citicorp may from time
to time act as
agents or underwriters in connection with the sale of the
Securities to the
extent permitted by applicable law.
If any agent or underwriter is involved in the sale of the
Securities
offered hereby, the name of such agent or underwriter and any
applicable
commissions or discounts will be set forth in, or will be
calculable from, the
applicable Prospectus Supplement, and the net proceeds to
Citicorp or the selling
securityholders from such sale will be the purchase price of
such offered
Securities less such commissions or discounts and other
attributable issuance and
distribution expenses. See "Plan of Distribution" for
possible indemnification
arrangements for agents, underwriters and their controlling
persons.
This Prospectus and related Prospectus Supplement, may be
used by direct
or indirect subsidiaries of Citicorp in connection with offers
and sales related
to secondary market transactions in the Securities. Such
subsidiaries may act
as principal or agent in such transactions. Such sales will
be made at prices
related to prevailing market prices at the time of sale.
This Prospectus may not be used to consummate sales of
Securities unless
a Prospectus Supplement is also delivered. The delivery of
this Prospectus
together with a Prospectus Supplement relating to particular
Securities shall not
constitute an offer in any jurisdiction of any of the other
Securities covered
by this Prospectus.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF
THE STATE OF NORTH
CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS
THE COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
<PAGE>
DESCRIPTION OF WARRANTS
Citicorp may issue, together with any other series of
Securities offered
or separately, Warrants entitling the holder to purchase from
or sell to
Citicorp, or to receive from Citicorp the cash value of the
right to purchase or
sell, Notes, shares of Preferred Stock, Depositary Shares or
Common Stock, other
securities, securities indices, currencies or composite
currencies. The Warrants
are to be issued under Warrant Agreements (each a "Warrant
Agreement") to be
entered into between Citicorp and Citibank or another warrant
agent (the "Warrant
Agent"), all as set forth in the applicable Prospectus
Supplement relating to the
particular issue of Warrants. Copies of the forms of Warrant
Agreement,
including the forms of Warrant Certificates representing the
Warrants (the
"Warrant Certificates"), are filed as exhibits to the
Registration Statement of
which this Prospectus forms a part.
In the case of each series of Warrants, the applicable
Prospectus
Supplement will describe the terms of the Warrants being
offered thereby,
including the following, if applicable: (i) the offering
price; (ii) the
currencies in which such Warrants are being offered; (iii) the
number of Warrants
offered; (iv) the securities, securities indices, currencies
or composite
currencies underlying the Warrants, (v) the exercise price,
the procedures for
exercise of the Warrants and the circumstances, if any, that
will cause the
Warrants to be deemed to be automatically exercised; (vi) the
date on which the
right to exercise the Warrants shall commence and the date on
which such right
shall expire; (vii) U.S. federal income tax consequences; and
(viii) other terms
of the Warrants.
Warrants may be exercised at the appropriate office of the
Warrant Agent
or any other office indicated in the applicable Prospectus
Supplement. Prior to
the exercise of Warrants entitling the holder to purchase any
securities, holders
of such Warrants will not have any of the rights of holders of
the securities
purchasable upon such exercise and will not be entitled to
payments made to
holders of such securities.
The Warrant Agreements may be amended or supplemented
without the consent
of the holders of the Warrants issued thereunder to effect
changes that are not
inconsistent with the provisions of the Warrants and that do
not adversely affect
the interests of the holders of the Warrants.
DESCRIPTION OF CAPITAL SECURITIES
The following description of Capital Securities is included
in this
Prospectus because a Prospectus Supplement may provide that
Capital Securities
will be issuable in exchange for a series of Notes or
Preferred Stock.
Whenever Capital Securities are exchangeable for Notes,
Citicorp will be
obligated to deliver Capital Securities with a Market Value
(as defined below)
equal to the principal amount of such Notes. In addition,
Citicorp will
unconditionally undertake to sell the Capital Securities in a
sale (a "Secondary
Offering") on behalf of any holders who elect to receive cash
for the Capital
Securities. Citicorp will bear all expenses of the Secondary
Offering, including
underwriting discounts and commissions. However, there is no
assurance that
there will be a market for the Capital Securities when issued
or at any time
thereafter. If Citicorp fails to deliver any Capital
Securities when required
to be delivered, the trustee with respect to such Capital
Securities may
institute judicial proceedings for specific performance, money
equal to the
principal amount of the Notes for which Capital Securities
were to be exchanged
or any other proper remedy. If Citicorp fails to effect the
Secondary Offering,
it will deliver to such holders Capital Securities, and not
cash, upon exchange
of the Notes. In such event, Citicorp will have no
specifically enforceable
obligation to effect the Secondary Offering, but will not be
relieved of any
liability for money damages it would have for breach of its
obligation to effect
a Secondary Offering of sufficient amounts of Capital
Securities. The "Market
Value" of any Capital Securities means their sales price in
the Secondary
Offering. If Citicorp does not effect the Secondary Offering,
the Market Value
of such Capital Securities shall be their fair value when
exchanged as determined
by three independent nationally recognized investment banking
firms selected by
Citicorp.
Whenever Capital Securities are exchangeable for Preferred
Stock, Citicorp
will be obligated to deliver Capital Securities in an amount
either based upon
a conversion price or with a required conversion value. The
conversion value
will be determined by the then market prices, by an auction or
bidding procedure
or by such other method as may be set forth in the Prospectus
Supplement.
The staff of the Commission has advised that Rules 13e-4 and
14e-1 of the
Commission's rules and regulations relating to tender offers
by issuers, as
currently in effect and interpreted, would be applicable to
the exchange of
Capital Securities for Notes and the Secondary Offering. If,
at the time of the
exchange of Capital Securities for Notes of any series and the
Secondary
Offering, Rule 13e-4 or Rule 14e-1 (or any successor rule or
rules) applies to
such transactions, Citicorp will comply with the applicable
rule and will afford
holders of such Notes all rights and will make all filings
required by the rule.
The Capital Securities may consist of Common Stock,
Perpetual Preferred
Stock (as defined below) or other capital securities of
Citicorp acceptable to
its primary federal banking regulator. All Capital Securities
which will be
exchangeable for Notes or Preferred Stock will, upon issuance,
be duly
authorized, validly issued and, if applicable, fully paid and
nonassessable.
Citicorp may select as Capital Securities any preferred
stock ("Perpetual
Preferred Stock") that is not mandatorily, or at the option of
the holder,
redeemable or repayable, otherwise than in shares of Common
Stock or Perpetual
Preferred Stock of another class or series or with the
proceeds of the sale of
Common Stock or Perpetual Preferred Stock. Any shares of
Perpetual Preferred
Stock to be issued will have such rights, preferences and
limitations as may be
determined by Citicorp and approved by the Board of Directors
or any duly
authorized committee thereof (including the Stock Committee).
Citicorp may also select any other securities to be
exchanged for Notes or
Preferred Stock which qualify at the time of exchange as
Capital Securities as
determined by Citicorp's primary federal banking regulator.
Such other Capital
Securities will have such terms as may be determined by
Citicorp.
<PAGE>
Subject to Completion, Dated June 1, 1995
PROSPECTUS
CITICORP
Preferred Stock and Depositary Shares
Common Stock
This Prospectus may be used in connection with the offering
of shares of
Citicorp's preferred stock (the "Preferred Stock"), which may
be represented by
depositary shares (the "Depositary Shares"), and shares of its
common stock, par
value $1.00 per share (the "Common Stock"). The Preferred
Stock, Depositary
Shares and Common Stock (collectively, the "Securities") may
be offered,
separately or together, in separate series in amounts, at
prices and on terms
determined at the time of sale and set forth in one or more
supplements to this
Prospectus (together, the "Prospectus Supplement"). Pursuant
to the terms of the
Registration Statement of which this Prospectus forms a part,
Citicorp's senior
notes or subordinated notes (together, "Notes"), warrants and
capital securities
may also be offered under the Registration Statement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OBLIGATIONS OF ANY BANK OR
NON-BANK SUBSIDIARY OF CITICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
The date of this Prospectus is ________, 1995
<PAGE>
The specific terms of each offering of Securities made
pursuant to this
Prospectus will be set forth in the applicable Prospectus
Supplement, which in
each case will identify the selling securityholders (if not
Citicorp), any
underwriters or agents for the Securities being offered
thereby and their
compensation, and the public offering or purchase price.
The Prospectus Supplement will also include the following:
(a) in the case
of any series of Preferred Stock, the specific designation,
the aggregate number
of shares offered, the dividend rate or method of calculation,
the dividend
period and dividend payment dates, whether such dividends will
be cumulative or
noncumulative, the liquidation preference, the currency or
composite currency,
if not the U.S. dollar, in which dividends and liquidation
preference will be
denominated, voting rights, any terms for redemption at the
option of the holder
or Citicorp and any applicable conversion provisions, in the
event that such
series of Preferred Stock is convertible at the option of the
holder thereof or
of Citicorp, into shares of Common Stock or into other
securities of Citicorp or
another issuer and (b) in the case of Common Stock, the
aggregate number of
shares offered.
The Prospectus Supplement will also contain information,
where applicable,
concerning certain United States federal income tax
considerations relating to,
and as to any listing on a securities exchange of, the
Securities covered by such
Prospectus Supplement.
The Securities may be offered by Citicorp or by other
selling
securityholders directly to purchasers, through agents
designated from time to
time, through underwriting syndicates led by one or more
managing underwriters
or through one or more underwriters acting alone. If Citicorp,
directly or
through agents, solicits offers to purchase the Securities,
Citicorp reserves the
sole right to accept and, together with its agents, to reject
in whole or in part
any proposed purchase of Securities. Affiliates of Citicorp
may from time to time
act as agents or underwriters in connection with the sale of
the Securities to
the extent permitted by applicable law.
If any agent or underwriter is involved in the sale of the
Securities
offered hereby, any applicable commissions or discounts will
be set forth in, or
will be calculable from, the applicable Prospectus Supplement,
and the net
proceeds to Citicorp or the selling securityholders from such
sale will be the
purchase price of the Securities less such commissions or
discounts and other
attributable issuance and distribution expenses. See "Plan of
Distribution" for
possible indemnification arrangements for agents, underwriters
and their
controlling persons.
This Prospectus and related Prospectus Supplement, may be
used by direct
or indirect subsidiaries of Citicorp in connection with offers
and sales related
to secondary market transactions in the Securities. Such
subsidiaries may act as
principal or agent in such transactions. Such sales will be
made at prices
related to prevailing market prices at the time of sale.
This Prospectus may not be used to consummate sales of
Securities unless
a Prospectus Supplement is also delivered. The delivery of
this Prospectus
together with a Prospectus Supplement relating to particular
Securities shall not
constitute an offer in any jurisdiction of any of the other
Securities covered
by this Prospectus.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF
INSURANCE OF THE STATE
OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS
OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
<PAGE>
AVAILABLE INFORMATION
Citicorp is subject to the informational requirements of
the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance
therewith files reports and other information with the
Securities and Exchange
Commission (the "Commission"). Information, as of particular
dates, concerning
directors and officers, their remuneration, options granted to
them, the
principal holders of securities of Citicorp and any material
interest of such
persons in transactions with Citicorp is disclosed in proxy
statements
distributed to stockholders of Citicorp and filed with the
Commission. Such
reports, proxy statements and other information can be
inspected and copied at
the public reference facilities of the Commission at 450 Fifth
Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison
Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New
York 10048. Copies of such material can be obtained by mail
from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C.
20549, at prescribed rates. Such reports, proxy statements and
other information
concerning Citicorp also may be inspected at the offices of
the New York Stock
Exchange, the American Stock Exchange, the Chicago Stock
Exchange and the Pacific
Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
Citicorp are
incorporated as of their respective filing dates in this
Prospectus by reference:
(1) Annual Report and Form 10-K for the fiscal year
ended December 31,
1994, filed pursuant to Section 13 of the Exchange Act;
(2) Financial Review and Form 10-Q for the quarter ended
March 31, 1995,
filed pursuant to Section 13 of the Exchange Act;
(3) Current Reports on Form 8-K dated January 17, 1995
and April 18, 1995,
filed pursuant to Section 13 of the Exchange Act; and
(4) The description of the Common Stock set forth in the
Registration
Statement on Form 10 (File No. 1-5738), filed pursuant to
Section 12 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
Securities offered
hereby shall be incorporated by reference into this Prospectus
and be a part
hereof. Any statement contained in a document incorporated by
reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed
document which also is incorporated by reference herein or in
the accompanying
Prospectus Supplement modifies or supersedes such statement.
Any such statement
so modified or superseded shall not, except as so modified or
superseded,
constitute a part of this Prospectus.
Citicorp will provide without charge to each person to
whom this Prospectus
is delivered, on the request of any such person, a copy of any
of the foregoing
documents incorporated herein by reference (other than
exhibits to such
documents). Written or telephone requests should be directed
to Citicorp, 399
Park Avenue, New York, New York 10043, Attention: Investor
Relations Department,
(212) 559-2718.
CITICORP
Citicorp, whose principal subsidiary is Citibank, N.A.
("Citibank"), is a
holding company incorporated under the laws of the state of
Delaware on December
4, 1967. The principal office of Citicorp is located at 399
Park Avenue, New
York, New York 10043; its telephone number is (212) 559-1000.
Through its
subsidiaries and affiliates, including Citibank, Citicorp is a
global financial
services organization serving the financial needs of
individuals, businesses,
governments and financial institutions in the United States
and throughout the
world.
Holding Company
Citicorp is a legal entity separate and distinct from
Citibank and its
other subsidiaries and affiliates. The proceeds of Citicorp
debt and equity
issuances are provided to its subsidiaries both as equity
investments and
advances or are held primarily in liquid investments. Citicorp
derives revenues
through interest payments and dividends on its subsidiary
advances and
investments and from earnings on its liquid asset portfolio.
These revenues are
used to defray Citicorp's operating expenses, service its debt
and pay dividends
to holders of its preferred and common shares.
There are various legal limitations on the extent to which
Citicorp's bank
subsidiaries may extend credit, pay dividends or otherwise
supply funds to
Citicorp. The approval of the Office of the Comptroller of the
Currency is
required if total dividends declared by a national bank in any
calendar year
exceed net profits (as defined) for that year combined with
its retained net
profits for the preceding two years. In addition, dividends
for such a bank may
not be paid in excess of the bank's undivided profits.
State-chartered bank
subsidiaries are subject to dividend limitations imposed by
applicable state law.
In determining whether and to what extent to pay dividends,
each bank subsidiary
also must consider the effect of dividend payments on
applicable risk-based
capital and leverage ratio requirements as well as policy
statements of the
federal regulatory agencies that indicate that banking
organizations should
generally pay dividends out of current operating earnings.
Citicorp also derives dividends from its non-bank
subsidiaries, including
the holding company that owns many of Citicorp's domestic
banks. These
subsidiaries are not subject to regulatory restrictions on
their payment of
dividends to Citicorp, except that the approval of the Office
of Thrift
Supervision may be required if total dividends declared by a
savings association
in any calendar year exceed amounts specified in that agency's
regulations. In
addition, there are numerous governmental requirements and
regulations that
affect the activities of Citicorp and its bank and non-bank
subsidiaries.
Under longstanding policy of The Board of Governors of the
Federal Reserve
System, a bank holding company is expected to act as a source
of financial
strength for its subsidiary banks and to commit resources to
support such banks.
As a result of that policy, Citicorp may be required to commit
resources to its
subsidiary banks in circumstances where it might otherwise not
do so.
Because Citicorp is a holding company, its rights and the
rights of its
creditors and stockholders, including the holders of
Securities offered hereby,
to participate in the assets of any subsidiary upon the
latter's liquidation or
recapitalization will be subject to the prior claims of the
subsidiary's
creditors, except to the extent that Citicorp may itself be a
creditor with
recognized claims against the subsidiary.
<PAGE>
USE OF PROCEEDS
Citicorp intends to apply the net proceeds from the sale
of the Securities
to its general funds to be used by its management for
corporate purposes,
principally to fund investments in, or extensions of credit
to, banking and non-banking subsidiaries. Except
as otherwise described in a Prospectus Supplement,
specific allocations of the proceeds to such purposes will not
have been made at
the date of the applicable Prospectus Supplement, although the
management of
Citicorp will have determined that funds should be raised at
that time in
anticipation of future funding requirements of the
subsidiaries. The precise
amount and timing of such investments in and extensions of
credit to the
subsidiaries will depend upon their funding requirements and
the availability of
other funds to Citicorp and its subsidiaries. Unless
otherwise indicated in the
applicable Prospectus Supplement, Citicorp will not receive
any proceeds of the
sale of Securities by other selling securityholders.
RATIOS OF INCOME TO FIXED CHARGES INCLUDING PREFERRED STOCK
DIVIDENDS
For the fiscal years ended December 31, 1994, 1993, 1992,
1991 and 1990 and
the three months ended March 31, 1995, Citicorp's consolidated
ratios of income
to fixed charges including preferred stock dividends, computed
as set forth
below, were as follows:
<TABLE>
<CAPTION>
Three months
ended Year ended December 31,
3/31/95 1994 1993 1992 1991 1990
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Income to Fixed Charges Including Preferred Stock Dividends:
Excluding Interest on Deposits 2.00 1.63 1.35 1.16 0.92 1.05
Including Interest on Deposits 1.35 1.26 1.14 1.06 0.97 1.02
</TABLE>
Income for the year ended December 31, 1991 was inadequate
to cover fixed
charges including preferred stock dividends by $508 million.
For purposes of
computing the consolidated ratio of income to fixed charges
including preferred
stock dividends, income represents net income (or net loss),
before extraordinary
items and cumulative effects of accounting changes plus income
taxes and fixed
charges. Fixed charges including preferred stock dividends,
excluding interest
on deposits, represent interest expense (except interest paid
on deposits),
preferred stock dividends and the interest factor included in
rents. Fixed
charges including preferred stock dividends, including
interest on deposits,
represent all interest expense, preferred stock dividends and
the interest factor
included in rents.
DESCRIPTION OF PREFERRED STOCK
General
Citicorp is authorized by its Restated Certificate of
Incorporation, as
amended, to issue 50,000,000 shares of Preferred Stock,
without par value, which
may be issued in one or more series with such voting powers,
full or limited, but
not to exceed one vote per share, or without voting powers,
and with such
designations, preferences and privileges, relative,
participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof,
as shall be stated and expressed in the resolution or
resolutions providing for
the issue thereof adopted by the Board of Directors and the
Stock Committee
thereof (the "Stock Committee").
The following description of the terms of the Preferred
Stock sets forth
certain general terms and provisions of the Preferred Stock to
which any
Prospectus Supplement may relate. Certain terms of any series
of Preferred Stock
offered by any Prospectus Supplement will be described in the
Prospectus
Supplement relating to such series of Preferred Stock. If so
indicated in the
Prospectus Supplement, the terms of any such series may differ
from the terms set
forth below.
The Stock Committee is authorized to declare dividends
payable on the
Preferred Stock and to establish and designate series and to
fix the number of
shares and the relative rights, preferences and limitations of
the respective
series of Preferred Stock (other than voting rights), all of
which terms and
conditions shall be set forth in the Prospectus Supplement
accompanying this
Prospectus relating to the particular series of Preferred
Stock offered thereby.
The terms of particular series of Preferred Stock may differ,
among other things,
in (1) the number of shares to constitute such series, (2) the
dividend rate (or
the method of calculation thereof) on the shares of such
series and whether such
dividends will be cumulative or noncumulative, (3) whether or
not the shares of
the series will be redeemable or convertible at the option of
the holder or
Citicorp and the terms thereof, (4) the amount per share
payable on the shares
of the series in case of liquidation, dissolution or winding
up of Citicorp and
(5) the other rights and privileges and any qualifications,
limitations or
restrictions of such rights or privileges of such series.
In addition, as described under "Description of Depositary
Shares" below,
the shares of Preferred Stock may be offered as depositary
shares (the
"Depositary Shares") evidenced by depositary receipts, each
representing a
fraction (to be specified in the Prospectus Supplement
relating to the particular
series of Preferred Stock) of a share of the particular series
of Preferred Stock
issued and deposited with a depositary.
Unless stated otherwise in the applicable Prospectus
Supplement, when
issued, each series of Preferred Stock will rank on a parity
with all the other
outstanding series of preferred stock issued by Citicorp as to
payment of
dividends (except with respect to the cumulation thereof) and
as to the
distribution of assets upon liquidation, dissolution or
winding up. Subject to
the terms of the Preferred Stock to be offered, the remaining
shares of
undesignated Preferred Stock may be issued by Citicorp in one
or more series, at
any time or from time to time, with such rights, preferences
and limitations as
the Board of Directors or any duly authorized committee
thereof (including the
Stock Committee) shall determine, all without further action
of the holders of
the Preferred Stock or any other stockholders.
Citibank will be the transfer agent, dividend disbursing
agent and
registrar for the shares of Preferred Stock.
Under existing interpretations of the Federal Reserve
Board and the Office
of Thrift Supervision, if the holders of the Preferred Stock
become entitled to
vote for the election of directors because dividends on the
Preferred Stock are
in arrears as described under "Voting Rights" below, Preferred
Stock may then be
deemed a "class of voting securities" and a holder of 25% or
more of the
Preferred Stock (or a holder of 5% or more of the Preferred
Stock that otherwise
exercises a "controlling influence" over Citicorp) may then be
subject to
regulation as a "bank holding company" in accordance with the
Bank Holding
Company Act of 1956, as amended, and a holder of 25% or more
of the Preferred
Stock (or a holder of 10% or more of the Preferred Stock that
otherwise possesses
certain "control factors" with respect to Citicorp) may then
be subject to
regulation as a "savings and loan holding company" in
accordance with the Home
Owners' Loan Act of 1933, as amended. In addition, at such
time, (i) any bank
holding company or foreign bank with a U.S. presence generally
would be required
to obtain the approval of the Federal Reserve Board under the
Bank Holding
Company Act of 1956, as amended, to acquire or retain 5% or
more of the Preferred
Stock; (ii) any person other than a bank holding company may
be required to
obtain the approval of the Federal Reserve Board and the
Office of Thrift
Supervision under the Change in Bank Control Act to acquire or
retain 10% or more
of the Preferred Stock; and (iii) any savings and loan holding
company generally
could not retain in excess of 5% of the Preferred Stock.
The following statements are brief summaries of certain
provisions that
will be contained in the Certificate of Designations
authorizing the issuance of
a series of Preferred Stock, do not purport to be complete and
are qualified in
their entirety by reference to such Certificate of
Designations and Citicorp's
Restated Certificate of Incorporation, as amended. Prior to
the issuance of a
series of Preferred Stock the resolutions set forth in the
Certificate of
Designations will be adopted by the Board of Directors or the
Stock Committee and
such Certificate of Designations will then be filed with the
Secretary of State
of the State of Delaware.
Dividends
Holders of shares of Preferred Stock will be entitled to
receive, as, if
and when declared by the Board of Directors or the Stock
Committee out of assets
of Citicorp legally available for payment, cash dividends at
the rate set forth
in, or calculated in accordance with the formula set forth in,
the Prospectus
Supplement. Dividends on the Preferred Stock may be cumulative
("Cumulative
Preferred Stock") or noncumulative ("Noncumulative Preferred
Stock") as provided
in the Prospectus Supplement. Unless otherwise provided in the
Prospectus
Supplement, dividends on Cumulative Preferred Stock will be
cumulative from the
date of original issue of such series and will be payable
quarterly in arrears
on the dates specified in the Prospectus Supplement. If any
date so specified as
a dividend payment date is not a business day, dividends (if
declared) on the
Preferred Stock (unless otherwise provided in the Prospectus
Supplement) will be
paid on the immediately succeeding business day, without
interest. A dividend
period with respect to a dividend payment date is the period
commencing on the
immediately preceding dividend payment date (or, in the case
of the initial
dividend period, the date of issuance of the Preferred Stock)
and ending on the
day immediately prior to the next succeeding dividend payment
date. If the Board
of Directors or the Stock Committee fails to declare or pay a
dividend on any
series of Noncumulative Preferred Stock for any dividend
period, Citicorp shall
have no obligation to pay a dividend for such period, whether
or not dividends
on such series of Noncumulative Preferred Stock are declared
for any future
dividend period.
Dividends on the Preferred Stock will be payable in
arrears to holders of
record as they appear on the stock register of Citicorp on
such record dates, not
more than thirty nor less than fifteen days preceding the
payment dates thereof,
as shall be fixed by the Board of Directors or the Stock
Committee. No full
dividends will be declared or paid or set apart for payment on
the preferred
stock of any series ranking, as to dividends, on a parity with
or junior to any
other series of Preferred Stock for any period unless full
dividends have been
or are contemporaneously declared and paid or declared and a
sum sufficient for
the payment thereof set apart for such payment on such series
of Preferred Stock
for (i) all dividend periods terminating on or prior to the
date of payment of
such full cumulative dividends (in the case of a series of
Cumulative Preferred
Stock) or (ii) the immediately preceding dividend period (in
the case of a series
of Noncumulative Preferred Stock).
When dividends are not paid in full upon any series of
Preferred Stock
(whether Cumulative Preferred Stock or Noncumulative Preferred
Stock), and any
other preferred stock ranking on a parity as to dividends with
such series of
Preferred Stock, all dividends declared upon shares of such
series of Preferred
Stock and any other preferred stock ranking on a parity as to
dividends will be
declared pro rata so that the amount of dividends declared per
share on such
series of Preferred Stock and such other preferred stock will
in all cases bear
to each other the same ratio that accrued dividends per share
(which, in the case
of Noncumulative Preferred Stock, shall not include any
cumulation in respect of
unpaid dividends for prior dividend periods) on the shares of
such series of
Preferred Stock and such other preferred stock bear to each
other. Except as
provided in the preceding sentence, unless full dividends on
all outstanding
shares of any such series of Preferred Stock have been
declared and paid or set
apart for payment for all past dividend periods, in the case
of a series of
Cumulative Preferred Stock, or for the immediately preceding
dividend period, in
the case of a series of Noncumulative Preferred Stock, and
Citicorp is not in
default with respect to any redemption of shares of Preferred
Stock announced by
Citicorp as described under "Redemption" below, no dividends
(other than
dividends or distributions paid in shares of, or options,
warrants or rights to
subscribe for or purchase shares of, the Common Stock of
Citicorp or another
stock of Citicorp ranking junior to the Preferred Stock as to
dividends and upon
liquidation) will be declared or paid or set aside for payment
or other
distribution declared or made upon the Common Stock of
Citicorp or upon any other
stock of Citicorp ranking junior to or on parity with the
Preferred Stock as to
dividends or upon liquidation, nor will any Common Stock of
Citicorp nor any
other stock of Citicorp ranking junior to or on parity with
such Preferred Stock
as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired
for any consideration (or any moneys be paid to or made
available for a sinking
fund for the redemption of any shares of any such stock) by
Citicorp (except by
conversion into or exchange for stock of Citicorp ranking
junior to the Preferred
Stock as to dividends and upon liquidation). Unless otherwise
specified in the
Prospectus Supplement, the amount of dividends payable for any
period shorter
than a full dividend period shall be computed on the basis of
twelve 30-day
months, a 360-day year and the actual number of days elapsed
in any period of
less than one month.
Liquidation Preference
Upon any liquidation, dissolution or winding up of
Citicorp, whether
voluntary or involuntary, the holders of the Preferred Stock
will have preference
and priority over the Common Stock, or any other class of
stock of Citicorp
ranking on liquidation, dissolution or winding up junior to
the Preferred Stock,
for payments out of or distribution of the assets of Citicorp
or proceeds
thereof, whether from capital or surplus, of the amount per
share set forth in
the Prospectus Supplement plus all dividends (whether or not
earned or declared),
accrued and unpaid thereon to the date of final distribution
to such holders (but
in the case of Noncumulative Preferred Stock, without
cumulation of unpaid
dividends for prior dividend periods), and after such payment
the holders of
Preferred Stock will be entitled to no other payments. If, in
the case of any
such liquidation, dissolution or winding up of Citicorp, the
assets of Citicorp
or proceeds thereof should be insufficient to make the full
liquidation payment
in the amount per share set forth in the Prospectus
Supplement, plus all accrued
and unpaid dividends on the Preferred Stock (but in the case
of Noncumulative
Preferred Stock without cumulation of unpaid dividends for
prior dividend
periods) and liquidating payments on any other preferred stock
ranking as to
liquidation, dissolution or winding up on a parity with the
Preferred Stock, then
such assets or proceeds thereof will be distributed among the
holders of the
Preferred Stock and any such other preferred stock ratably in
accordance with the
respective amounts which would be payable on such shares of
Preferred Stock and
any such other preferred stock if all amounts thereon were
paid in full. A
consolidation or merger of Citicorp with one or more
corporations will not be
deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary,
of Citicorp.
Redemption
Citicorp may, at its option, with prior Federal Reserve
Board approval to
the extent then required by applicable law, at any time or
from time to time on
not less than 30 and not more than 60 days' notice, redeem any
series of
Preferred Stock in whole or part at the redemption prices and
on the dates set
forth in the Prospectus Supplement for the related series of
Preferred Stock.
If less than all outstanding shares of a series of
Preferred Stock are to
be redeemed, the selection of the shares to be redeemed will
be decided by lot
or pro rata as may be determined by the Board of Directors or
the Stock
Committee, or by any other method which may be determined by
the Board of
Directors or the Stock Committee to be equitable. From and
after the redemption
date (unless default shall be made by Citicorp in providing
money for the payment
of the redemption price), dividends will cease to accrue on
the shares of
Preferred Stock called for redemption, such shares will no
longer be deemed to
be outstanding and all rights of the holders thereof (except
the right to receive
the redemption price) will cease.
In addition, Citicorp, at its option, may, with prior
Federal Reserve Board
approval to the extent then required by applicable law, redeem
all, but not less
than all, of the outstanding shares of the Preferred Stock,
out of funds legally
available therefor, if the holders of such shares would be
entitled to vote upon
or consent to a merger or consolidation of Citicorp under the
circumstances
described under "Voting Rights" below and all of the following
conditions have
been satisfied: (i) Citicorp shall have requested the vote or
consent of the
holders of such shares to the consummation of such merger or
consolidation,
stating in such request that failing the requisite favorable
vote or consent
Citicorp will have the option to redeem such shares, (ii)
Citicorp shall have not
received the favorable vote or consent requisite to the
consummation of the
transaction within 60 days after making such request and (iii)
such transaction
shall be consummated on the date fixed for such redemption,
which date shall be
no more than one year after such request is made. Any such
redemption shall be
on notice as aforesaid at a redemption price per share of the
Preferred Stock set
forth in the Prospectus Supplement, plus accrued and unpaid
dividends thereon
(but in the case of Noncumulative Preferred Stock without
cumulation of unpaid
dividends for prior dividend periods) to the date fixed for
redemption.
Voting Rights
Unless otherwise described in the applicable Prospectus
Supplement, holders
of the Preferred Stock will have no voting rights except as
set forth below or
as otherwise from time to time required by law.
Whenever dividends on the Preferred Stock shall be in
arrears for such
number of dividend periods, whether or not consecutive, which
shall in the
aggregate contain not less than 540 days, the holders of
outstanding shares of
the Preferred Stock (voting separately as a class with holders
of shares of any
one or more other series of preferred stock ranking on a
parity with the
Preferred Stock either as to dividends or the distribution of
assets upon
liquidation, dissolution or winding up and upon which like
voting rights have
been conferred and are exercisable) will be entitled to vote
for the election of
two additional directors on the terms set forth below. Such
voting rights will
continue, in the case of any series of Cumulative Preferred
Stock, until all past
dividends accumulated on shares of Cumulative Preferred Stock
shall have been
paid in full and, in the case of any series of Noncumulative
Preferred Stock,
until all dividends on shares of Noncumulative Preferred Stock
shall have been
paid in full for at least one year. Upon payment in full of
such dividends such
voting rights shall terminate except as expressly provided by
law, subject to re-vesting in the event of
each and every subsequent default in the payment of
dividends as aforesaid. Holders of all series of preferred
stock which are
granted such voting rights (which rank on a parity with the
Preferred Stock) will
vote as a class, and each holder of shares of the Preferred
Stock will have one
vote for each share of stock held and each other series will
have such number of
votes, if any, for each share of stock held as may be granted
to them. In the
event the holders of shares of the Preferred Stock are
entitled to vote as
described in this paragraph, the Board of Directors will
automatically be
increased by two directors, and the holders of the Preferred
Stock will have the
exclusive right, as outlined above, to elect two directors at
the next annual
meeting of stockholders.
Upon termination of the right of the holders of the
Preferred Stock to vote
for directors as discussed in the prior paragraph, the term of
office of all
directors then in office elected by such holders will
terminate immediately.
Whenever the term of office of the directors elected by such
holders ends and the
related special voting rights expire, the number of directors
will automatically
be decreased to such number as would otherwise prevail.
So long as any shares of Preferred Stock remain
outstanding, Citicorp will
not, without the affirmative vote or consent of the holders of
at least two-thirds of the shares of the
Preferred Stock outstanding at the time (voting as
a class with all other series of preferred stock ranking on a
parity with the
Preferred Stock either as to dividends or the distribution of
assets upon
liquidation, dissolution or winding up and upon which like
voting rights have
been conferred and are then exercisable), given in person or
by proxy, either in
writing or at a meeting, (i) authorize, create or issue, or
increase the
authorized or issued amount, of any class or series of stock
ranking prior to the
Preferred Stock with respect to payment of dividends or the
distribution of
assets upon liquidation, dissolution or winding up; or (ii)
amend, alter or
repeal, whether by merger, consolidation or otherwise, the
provisions of
Citicorp's Restated Certificate of Incorporation, as amended,
or of the
resolutions contained in the Certificates of Designations
designating such
Preferred Stock and the powers, preferences and privileges,
relative,
participating, optional or other special rights and
qualifications, limitations
and restrictions thereof, so as to materially and adversely
affect any right,
preference, privilege or voting power of the Preferred Stock
or the holders
thereof; provided, however, that any increase in the amount of
the authorized
preferred stock or the creation and issuance of other series
of preferred stock,
or any increase in the amount of authorized shares of
Preferred Stock, in each
case ranking on a parity with or junior to the Preferred Stock
with respect to
the payment of dividends and the distribution of assets upon
liquidation,
dissolution or winding up will not be deemed to materially and
adversely affect
such rights, preferences, privileges or voting powers.
The foregoing voting provisions will not apply if all
outstanding shares
of Preferred Stock have been redeemed or sufficient funds have
been deposited in
trust to effect such a redemption which is scheduled to be
consummated within
three months after the time that such rights would otherwise
be exercisable.
Conversion Rights
If so described in the applicable Prospectus Supplement,
shares of a series
of Preferred Stock may be convertible at the option of the
holder or Citicorp
into Common Stock or other securities of Citicorp or another
issuer ("Convertible
Preferred Stock"), on the terms and conditions described in
the Prospectus
Supplement.
DESCRIPTION OF DEPOSITARY SHARES
General
Citicorp may, at its option, elect to issue receipts
("Depositary
Receipts") for Depositary Shares, each of which will represent
a fraction (to be
set forth in the Prospectus Supplement relating to a
particular series of
Preferred Stock) of a share of a particular series of
Preferred Stock as
described below.
The shares of any series of Preferred Stock represented by
Depositary
Shares will be deposited under a Deposit Agreement (the
"Deposit Agreement")
among Citicorp, Citibank or another depositary selected by
Citicorp (the
"Depositary") and the holders from time to time of the
Depositary Receipts.
Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share
will be entitled, in proportion to the applicable fraction of
a share of
Preferred Stock represented by the Depositary Share, to all
the rights and
preferences of the Preferred Stock represented thereby
(including dividend,
voting, redemption and liquidation rights).
The Depositary Shares will be evidenced by Depositary
Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be
distributed to
those persons purchasing the fractional shares of the related
series of Preferred
Stock in accordance with the terms of the offering described
in the related
Prospectus Supplement. Copies of the forms of Deposit
Agreement and Depositary
Receipt are filed as exhibits to the Registration Statement of
which this
Prospectus is a part, and the following summary is qualified
in its entirety by
reference to such exhibits.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other
cash
distributions received in respect of the related series of
Preferred Stock to the
record holders of Depositary Shares relating to such series of
Preferred Stock
in proportion to the number of such Depositary Shares owned by
such holders.
In the event of a distribution other than in cash, the
Depositary will
distribute property received by it to the record holders of
Depositary Shares
entitled thereto, unless the Depositary determines that it is
not feasible to
make such distribution, in which case the Depositary may, with
the approval of
Citicorp, sell such property and distribute the net proceeds
from such sale to
such holders.
Withdrawal of Stock
Upon surrender of the Depositary Receipts at the
appropriate office of the
Depositary (unless the related Depositary Shares have
previously been called for
redemption), the holder of the Depositary Shares evidenced
thereby will be
entitled to delivery of the number of whole shares of the
related series of
Preferred Stock and any money or other property represented by
such Depositary
Shares. Holders of Depositary Shares will be entitled to
receive whole shares of
the related series of Preferred Stock on the basis set forth
in the related
Prospectus Supplement for such series of Preferred Stock, but
holders of such
whole shares of Preferred Stock will not thereafter be
entitled to receive
Depositary Shares in exchange therefor. If the Depositary
Receipts delivered by
the holder evidence a number of Depositary Shares in excess of
the number of
Depositary Shares representing the number of whole shares of
the related series
of Preferred Stock to be withdrawn, the Depositary will
deliver to such holder
at the same time a new Depositary Receipt evidencing such
excess number of
Depositary Shares.
Redemption of Depositary Shares
If Citicorp redeems a series of Preferred Stock
represented by Depositary
Shares, the Depositary Shares will be redeemed from the
proceeds received by the
Depositary resulting from the redemption, in whole or in part,
of such series of
Preferred Stock held by the Depositary. The redemption price
per Depositary Share
will be equal to the applicable fraction of the redemption
price per share
payable with respect to such series of the Preferred Stock.
Whenever Citicorp
redeems shares of Preferred Stock held by the Depositary, the
Depositary will
redeem as of the same redemption date the number of Depositary
Shares
representing shares of the related series of Preferred Stock
so redeemed. If less
than all the Depositary Shares are to be redeemed, the
Depositary Shares to be
redeemed will be selected by lot or pro rata as may be
determined by the
Depositary.
Conversion
With respect to a series of Convertible Preferred Stock
underlying
Depositary Shares, a holder of Depositary Receipts may
participate in the
conversion, and will receive the proceeds of any conversion
effected at the
option of Citicorp, in the manner specified in the pertinent
Certificate of
Designations for holders of the underlying Preferred Stock. If
the Depositary
Shares represented by a Depositary Receipt are to be converted
in part only, a
new Depositary Receipt or Depositary Receipts will be issued
by the Depositary
for the Depositary Shares not to be converted. If less than
all the Depositary
Shares are to be converted at the option of Citicorp, the
Depositary Shares to
be converted will be selected by lot or pro rata as may be
determined by the
Depositary.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders
of the Preferred
Stock are entitled to vote, the Depositary will mail the
information contained
in such notice of meeting to the record holders of the
Depositary Shares relating
to such Preferred Stock. Each record holder of such Depositary
Shares on the
record date (which will be the same date as the record date
for the Preferred
Stock) will be entitled to instruct the Depositary as to the
exercise of the
voting rights pertaining to the amount of the series of
Preferred Stock
represented by such holder's Depositary Shares. The Depositary
will endeavor,
insofar as practicable, to vote the amount of the Preferred
Stock represented by
such Depositary Shares in accordance with such instructions,
and Citicorp will
agree to take all action which may be deemed necessary by the
Depositary in order
to enable the Depositary to do so. The Depositary will abstain
from voting shares
of the Preferred Stock to the extent it does not receive
specific instructions
from the holders of Depositary Shares representing such
Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary
Shares and any
provision of the Deposit Agreement may at any time be amended
by agreement
between Citicorp and the Depositary. However, any amendment
which materially and
adversely alters the rights of the holders of Depositary
Receipts will not be
effective unless such amendment has been approved by the
holders of Depositary
Receipts representing at least a majority (or, in the case of
amendments relating
to or affecting rights to receive dividends or distributions
or voting or
redemption rights, two-thirds, unless otherwise provided in
the related
Prospectus Supplement) of the Depositary Shares then
outstanding. The Deposit
Agreement may be terminated by Citicorp or the Depositary only
if (i) all
outstanding Depositary Shares have been redeemed, (ii) there
has been a final
distribution in respect of the related series of Preferred
Stock in connection
with any liquidation, dissolution or winding up of Citicorp
and such distribution
has been distributed to the holders of Depositary Receipts or
(iii) the holders
of Depositary Receipts representing not less than two-thirds
of the Depositary
Shares outstanding have consented to the termination.
Charges of Depositary
Citicorp will pay all transfer and other taxes and
governmental charges
arising solely from the existence of the depositary
arrangements. Citicorp will
pay charges of the Depositary in connection with the initial
deposit of the
related series of Preferred Stock and any redemption of such
Preferred Stock.
Holders of Depositary Receipts will be liable for transfer and
other taxes and
governmental charges and such other charges as are expressly
provided in the
Deposit Agreement to be for their accounts. The Depositary may
refuse to effect
any transfer of a Depositary Receipt or any withdrawal of
shares of a series of
Preferred Stock evidenced thereby until all such taxes and
charges with respect
to such Depositary Receipt or such series of Preferred Stock
are paid by the
holder thereof.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to
Citicorp notice of
its election to do so, and Citicorp may at any time remove the
Depositary. Any
such resignation or removal of the Depositary will take effect
upon the
appointment of a successor Depositary.
Miscellaneous
The Depositary will forward all reports and communications
from Citicorp
which are delivered to the Depositary and which Citicorp is
required to furnish
to the holders of the Preferred Stock.
Neither the Depositary nor Citicorp will be liable if it
is prevented or
delayed by law or any circumstance beyond its control in
performing its
obligations under the Deposit Agreement. The obligations of
Citicorp and the
Depositary under the Deposit Agreement will be limited to
performance in good
faith of their duties thereunder and neither Citicorp nor the
Depositary will be
obligated to prosecute or defend any legal proceeding in
respect of any
Depositary Shares or series of Preferred Stock unless
satisfactory indemnity is
furnished. Citicorp and the Depositary may rely on written
advice of counsel or
accountants, or information provided by persons presenting
Preferred Stock for
deposit, holders of Depositary Shares or other persons
believed to be competent
and on documents believed to be genuine.
DESCRIPTION OF COMMON STOCK
Citicorp has 800,000,000 authorized shares of Common
Stock, par value $1.00
per share. In addition, Citicorp is authorized to issue
20,000,000 shares of
Class B Common Stock, par value $1.00 per share (the "Class B
Common Stock").
Class B Common Stock may be issued in one or more series, at
any time or from
time to time, with one vote per share and with such
designations, preferences and
relative, participating, optional and other special rights,
and qualifications,
limitations or restrictions thereof, as shall be stated and
expressed in the
resolutions providing for the issuance thereof adopted by the
Board of Directors.
The following is a brief summary of certain rights and
provisions of the Common
Stock and Class B Common Stock.
Subject to any prior rights of Citicorp's preferred stock
and Class B
Common Stock then outstanding, holders of Citicorp's Common
Stock are entitled
to receive such dividends as are declared by the Board of
Directors out of funds
legally available therefor. The indentures under which certain
of Citicorp's debt
securities are outstanding prohibit Citicorp, under certain
circumstances, from
paying dividends in shares of stock of Citibank.
Subject to the rights, if any, of the holders of shares of
preferred stock,
all voting rights are vested in the holders of shares of
Common Stock and Class
B Common Stock, each share being entitled to one vote. A
majority of the shares
entitled to vote (normally shares of Common Stock and Class B
Common Stock, if
any), present in person or represented by proxy, constitutes a
quorum at a
meeting of stockholders of Citicorp. In the event of a class
vote, a majority of
the shares of the affected class constitutes a quorum of such
class. Except as
otherwise set forth below, corporate actions requiring
stockholder action must
be approved by the affirmative vote of the majority of shares
entitled to vote
on the subject matter.
Any amendment to Citicorp's Restated Certificate of
Incorporation,
including any increase or decrease in the authorized capital
stock or any change
to the rights of an outstanding class or series of capital
stock, must be adopted
by the holders of a majority of the outstanding voting shares.
In addition,
changes adversely affecting the rights of a particular class
or series of
outstanding capital stock must be adopted by the holders of
such class or series
of capital stock (generally by a majority of the shares of
such class or series,
but in some cases by two-thirds of such shares). Certain
extraordinary corporate
actions also must be adopted by the holders of a majority of
the outstanding
voting shares.
Subject to any prior rights of the preferred stock and
Class B Common Stock
then outstanding, in the event of the liquidation of Citicorp,
the holders of the
Common Stock are entitled to receive pro rata any assets
distributable to
stockholders in respect of shares held by them. Because
Citicorp is a holding
company, its rights and the rights of the record holders of
the shares of Common
Stock to participate in the assets of any subsidiary upon the
latter's
liquidation or recapitalization will be subject to the prior
claims of the
subsidiary's creditors except to the extent that Citicorp may
itself be a
creditor with recognized claims against the subsidiary. In
addition, there are
various legal limitations on the extent to which Citicorp's
U.S.-insured
depositary institutions may extend credit, pay dividends or
otherwise supply
funds to Citicorp. See "Citicorp Holding Company."
Holders of Common Stock do not have the right to subscribe
to any
additional securities which may be issued by Citicorp. The
Common Stock does not
have any sinking fund, conversion or redemption provisions
applicable thereto and
is not liable to further call or assessment by Citicorp. There
is no restriction
on the repurchase of shares of Common Stock by Citicorp with
funds legally
available therefor, subject, under certain circumstances, to
prior approval by
the Federal Reserve Board. Outstanding shares of Common Stock
are validly issued,
fully paid and non-assessable.
The transfer agent and registrar for the Common Stock is
Citibank and the
co-transfer agents and co-registrars for the Common Stock are
The First National
Bank of Chicago, First Interstate Bank of California and
Montreal Trust Company.
PLAN OF DISTRIBUTION
Securities may be offered and sold by Citicorp or by other
selling
securityholders in any of three means of distribution: (1)
through agents, (2)
through underwriters or dealers or (3) directly to one or more
purchasers. Such
underwriters, dealers or agents or other selling security
holders may be
affiliates of Citicorp, and offers and sales of Securities may
include secondary
market transactions by affiliates of Citicorp. The applicable
Prospectus
Supplement will set forth the terms of the offering of the
Securities to which
such Prospectus Supplement relates, including the name or
names of any
underwriters or agents, the public offering or purchase price
of such Securities,
the net proceeds to Citicorp or the securityholders from such
sale, any
underwriting discounts and other items constituting
underwriters' compensation,
any discounts and commissions allowed or paid to dealers, if
any, any commissions
allowed or paid to agents, and the securities exchanges, if
any, on which such
Securities will be listed. Dealer trading may take place in
certain of the
Securities, including Securities not listed on any securities
exchange. Direct
sales of Securities may be made on a national securities
exchange or otherwise.
Citicorp may also issue Securities to one or more persons
in exchange for
outstanding securities of Citicorp acquired by such persons
from third parties
in privately negotiated or open market transactions. The newly
issued Securities
in such cases may be offered pursuant to this Prospectus and
the applicable
Prospectus Supplement by such persons, acting as principal for
their own
accounts. Unless otherwise indicated in the applicable
Prospectus Supplement,
Citicorp will only receive outstanding securities and will not
receive cash
proceeds in connection with such exchanges or resales.
The Securities may be purchased to be reoffered to the
public through
underwriting syndicates led by one or more managing
underwriters, or through one
or more underwriters acting alone. Any offering price and any
discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to
time. If so indicated in the applicable Prospectus
Supplement, Citicorp will
authorize underwriters or agents to solicit offers to purchase
Securities from
Citicorp pursuant to Delayed Delivery Contracts providing for
payment and
delivery at a future date.
Any underwriter or agent participating in the distribution
of the
Securities may be deemed to be an underwriter, as that term is
defined in the
Securities Act of 1933, as amended (the "Securities Act"), of
the Securities so
offered and sold and any discounts or commissions received by
them and any profit
realized by them on the sale or resale of the Securities may
be deemed to be
underwriting discounts and commissions under the Securities
Act. Underwriters,
agents and their controlling persons may be entitled, under
agreements entered
into with Citicorp, to indemnification by Citicorp against
certain civil
liabilities, including liabilities under the Securities Act.
This Prospectus and related Prospectus Supplements may be
used by direct
or indirect subsidiaries of Citicorp in connection with offers
and sales related
to secondary market transactions. Such subsidiaries may act
as principal or
agent in such transactions. Such sales will be made at prices
related to
prevailing market prices at the time of sale.
The participation of an affiliate or subsidiary of
Citicorp in the offer
and sale of the Securities will comply with the requirements
of Schedule E of the
By-laws of the National Association of Securities Dealers,
Inc. (the "NASD")
regarding underwriting securities of an affiliate. No NASD
member participating
in offers and sales will execute a transaction in the
Securities in a
discretionary account without the prior written specific
approval of the member's
customer.
Underwriters, agents or their controlling persons may
engage in
transactions with and perform services for Citicorp and its
subsidiaries in the
ordinary course of business.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for
Citicorp by Stephen
E. Dietz, as an Associate General Counsel of Citibank. Mr.
Dietz owns or has the
right to acquire a number of shares of Common Stock of
Citicorp equal to less
than 0.01% of the outstanding Common Stock of Citicorp.
EXPERTS
The consolidated financial statements of Citicorp and
subsidiaries included
in Citicorp's Annual Report and Form 10-K for 1994 have been
incorporated herein
by reference in reliance upon the report set forth therein of
KPMG Peat Marwick
LLP, independent certified public accountants, and upon the
authority of said
firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP
covering the December 31, 1994 financial statements refers to
the fact that in
1994 Citicorp adopted Statment of Financial Accounting
Standards ("SFAS") No.
112, "Employers' Accounting for Postemployment Benefits", SFAS
No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities", and FASB
Interpretation No. 39, "Offsetting of Amounts Related to
Certain Contracts", and
in 1993 Citicorp adopted SFAS No. 106, "Employers' Accounting
for Postretirement
Benefits Other Than Pensions" and SFAS No. 109, "Accounting
for Income Taxes".
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and
distribution of
the securities being registered, other than underwriting
compensation, are:
Filing Fee for Registration Statement. . . . . . . $1,896,551
Legal Fees and Expenses. . . . . . . . . . . . . . 25,000
Accounting Fees and Expenses . . . . . . . . . . . 125,000
Blue Sky Fees and Expenses . . . . . . . . . . . . 30,000
Printing and Engraving Fees. . . . . . . . . . . . 500,000
Listing Fees . . . . . . . . . . . . . . . . . . . 250,000
Miscellaneous. . . . . . . . . . . . . . . . . . . 173,449
Total . . . . . . . . . . . . . . . . . . . $3,000,000
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law
of the State
of Delaware empowers a corporation to indemnify any person who
was or is
threatened to be made a party to any threatened, pending or
completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative
(other than an action by or in the right of the corporation)
by reason of the
fact that he is or was a director, officer, employee or agent
of the corporation
or is or was serving at the request of the corporation as a
director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of
the corporation, and, with respect to any criminal action or
proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any
person who was or is a party or is threatened to be made a
party to any
threatened, pending or completed action or suit by or in the
right of the
corporation to procure a judgment in its favor by reason of
the fact that such
person acted in any of the capacities set forth above, against
expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection
with the defense or settlement of such action or suit if he
acted under similar
standards, except that no indemnification may be made in
respect of any claim,
issue or matter as to which such person shall have been
adjudged to be liable to
the corporation unless and only to the extent that the Court
of Chancery or the
court in which such action or suit was brought shall determine
upon application
that, despite the adjudication of liability but in view of all
the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a director
or officer of
a corporation, among others, has been successful on the merits
or otherwise in
the defense of any action, suit or proceeding referred to in
subsections (a) and
(b) or in the defense of any claim, issue or matter therein,
he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably
incurred by him in connection therewith; that expenses
incurred by a director or
officer in defending any action, suit or proceeding may be
paid by the
corporation in advance of the final disposition thereof upon
receipt of an
undertaking by or on behalf of such director or officer to
repay such amount if
it is ultimately determined that such director or officer is
not entitled to
indemnification under Section 145; and that indemnification
and advancement of
expenses provided for by Section 145 shall not be deemed
exclusive of any other
rights to which the person seeking indemnification or
advancement of expenses may
be entitled; and empowers the corporation to purchase and
maintain insurance on
behalf of a director or officer of the corporation, among
others, against any
liability asserted against him or incurred by him in any such
capacity or arising
out of his status as such, whether or not the corporation
would have the power
to indemnify him against such liabilities under Section 145.
The Restated Certificate of Incorporation, as amended, of
the registrant
provides, in effect, that, to the extent and under the
circumstances permitted
by subsections (a) and (b) of Section 145, the registrant (i)
shall indemnify any
person who was or is a party or is threatened to be made a
party to any action,
suit or proceeding described in subsections (a) and (b) by
reason of the fact
that he is or was a director or officer of the registrant
against expenses,
judgments, fines and amounts paid in settlement, and (ii) may
indemnify any
person who was or is a party or is threatened to be made a
party to any such
action, suit or proceeding if such person was an employee or
agent of the
registrant and is or was serving at the request of the
registrant as a director,
officer, employee or agent of another corporation,
partnership, joint venture,
trust or other enterprise. Such Restated Certificate of
Incorporation also
provides, in effect, that expenses incurred by a director or
officer in defending
a civil or criminal action, suit or proceeding shall be paid
by the registrant
in advance of the final disposition thereof upon receipt of an
undertaking by or
on behalf of the director or officer to repay such amount if
it shall ultimately
be determined that such director or officer is not entitled to
be indemnified by
the registrant. In addition, as permitted by Section 145 of
the General
Corporation Law of the State of Delaware, the registrant
maintains liability
insurance covering directors and principal officers.
Item 16. Exhibits.
1(a) -- Form of Underwriting Agreement--Senior Notes
(with representatives, with delayed delivery).(1)
1(b) -- Form of Underwriting Agreement--Senior Notes
(without representatives, with delayed delivery).(1)
1(c) -- Form of Underwriting Agreement--Senior Notes
(with representatives, without delayed delivery).(2)
1(d) -- Form of Underwriting Agreement--Senior Notes
(without representatives, without delayed delivery).(2)
1(e) -- Form of Underwriting Agreement--Senior Notes
(with Notes
and/or Warrants).(3)
1(f) -- Form of Selling Agent Agreement--Senior Notes
(Domestic).(4)
1(g) -- Form of Selling Agent Agreement--Senior Notes
(Euro).(5)
1(h) -- Form of Delayed Delivery Contract--Senior
Notes.(1)
1(i) -- Form of Underwriting Agreement--Subordinated
Notes (with
representatives, with delayed delivery).(6)
1(j) -- Form of Underwriting Agreement--Subordinated
Notes
(without representatives, with delayed
delivery).(6)
1(k) -- Form of Underwriting Agreement--Subordinated
Notes (with
representatives, without delayed delivery).(6)
1(l) -- Form of Underwriting Agreement--Subordinated
Notes
(without representatives, without delayed
delivery).(6)
1(m) -- Form of Underwriting Agreement--Subordinated
Notes (with
Subordinated Securities and/or Warrants).(7)
1(n) -- Form of Selling Agent Agreement--Subordinated
Notes
(Domestic).(8)
1(o) -- Form of Selling Agent Agreement--Subordinated
Notes
(Euro).(8)
1(p) -- Form of Delayed Delivery Contract--Subordinated
Notes.(6)
1(q) -- Form of Underwriting Agreement--Subordinated
Capital
Notes (with representatives). (9)
1(r) -- Form of Underwriting Agreement--Subordinated
Capital
Notes (without representatives).(9)
1(s) -- Form of Underwriting Agreement -- Preferred
Stock (with
Representatives).(10)
1(t) -- Form of Underwriting Agreement -- Preferred
Stock
(without Representatives).(10)
1(u) -- Form of Underwriting Agreement -- Common Stock
(with
Representatives).(16)
1(v) -- Form of Underwriting Agreement -- Common Stock
(without
Representatives).(16)
3(i) -- Restated Certificate of Incorporation, as
amended through
June 16, 1993, of Citicorp.(16)
17(a) Certificate of Designations, Series 18
Preferred
Stock.(17)
17(b) Certificate of Designations, Series 19
Preferred
Stock.(17)
17(c) Certificate of Designations, Series 20
Preferred
Stock.(17)
17(d) Certificate of Designations, Series 21
Preferred
Stock.(17)
17(e) Certificate of Designations, Series 22
Preferred
Stock.(17)
3(ii) -- Bylaws of Citicorp.(11)
4(a) -- Senior Indenture between Citicorp and United
States Trust
Company of New York, as Trustee.(4)
4(b) -- First Supplemental Indenture to Senior
Indenture between
Citicorp and United States Trust Company of
New York, as
Trustee.(5)
4(c) -- Forms of Senior Notes (included in Exhibit 4(a)
at pages
A-1 to F-27).(4)
4(d) -- Subordinated Indenture between Citicorp and
Chemical
Bank, as Trustee.(12)
4(e) -- First Supplemental Indenture to Subordinated
Indenture
between Citicorp and Chemical Bank, as
Trustee.(13)
4(f) -- Forms of Subordinated Notes (included in
Exhibit 4(d) at
pages A-1 to G.3-2).(12)
4(g) -- Subordinated Capital Notes Indenture between
Citicorp and
Chemical Bank, as Trustee.(9)
4(h) -- First Supplemental Indenture to Subordinated
Capital
Notes Indenture between Citicorp and Chemical
Bank, as
Trustee.(14)
4(i) -- Form of Note Warrant Agreement--Senior Notes
(with
definitive Note Warrants).(3)
4(j) -- Form of definitive Note Warrant--Senior Notes
(included
in Exhibit 4(h) at pages 16 to 22).(3)
4(k) -- Form of Note Warrant Agreement--Senior Notes
(with global
Note Warrants).(3)
4(l) -- Form of global Note Warrant--Senior Notes
(included in
Exhibit 4(k) at pages 22 to 29).(3)
4(m) -- Form of Note Warrant Agreement--Subordinated
Notes (with
definite Note Warrants).(7)
4(n) -- Form of definitive Note Warrant--Subordinated
Notes
(included in Exhibit 4(m) at pages 16-22).(7)
4(o) -- Form of Note Warrant Agreement--Subordinated
Notes (with
global Warrants).(7)
4(p) -- Form of global Note Warrant--Subordinated Notes
(included
at Exhibit 4(m) at pages 22-29).(7)
4(q) -- Form of Currency Warrant Agreement (with global
Currency
Warrants).(15)
4(r) -- Form of global Currency Warrant (included in
Exhibit 4(h)
at pages A-1 to A-5).(15)
4(s) -- Form of Certificate for shares of Preferred
Stock.(10)
4(t) -- Form of Depositary Receipt.(10)
4(u) -- Form of Deposit Agreement.(10)
4(v) -- Form of Common Stock and Preferred Stock
Warrant
Agreement (with definitive Common Stock and
Preferred
Stock Warrant).(16)
4(w) -- Form of Common Stock and Preferred Stock
Warrant
(included in Exhibit 4(v) at pages 14 to
19).(16)
5(a) -- Opinion and consent of Stephen E. Dietz,
Associate
General Counsel of Citibank, N.A.
12(a) -- Citicorp and Subsidiaries--Calculation of
Ratio of Income
to Fixed Charges.(18)
12(b) -- Citicorp and Subsidiaries--Calculation of
Ratio of Income
to Fixed Charges and Preferred Stock
Dividends.(18)
23(a) -- Consent of KPMG Peat Marwick LLP.
23(b) -- Consent of Stephen E. Dietz, Associate General
Counsel of
Citibank, N.A. (included as part of Exhibit
5(a)).
24 -- Powers of Attorney of Messrs. Reed, Calloway,
Chandler,
Chia, Collins, Derr, Haynes, Rhodes, Ruding,
Shapiro,
Shrontz, Simonsen, Smith, Steffen, Thomas and
Woolard and
Ms. Ridgway as Directors and/or officers of
Citicorp.
25(a) -- Form T-1 Statement of Eligibility and
Qualification under
the Trust Indenture Act of 1939 of United
States Trust
Company of New York with respect to Senior
Notes.
25(b) -- Form T-1 Statement of Eligibility and
Qualification under
the Trust Indenture Act of 1939 of Chemical
Bank with
respect to Subordinated Notes.
25(c) -- Form T-1 Statement of Eligibility and
Qualification under
the Trust Indenture Act of 1939 of Chemical
Bank with
respect to Subordinated Capital Notes.
_____
(1) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 2-95728.
(2) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-2978.
(3) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-20454.
(4) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-30791.
(5) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-36177.
(6) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 2-97198.
(7) Incorporated herein by reference to Citicorp'
Registration
Statement on Form S-3, File No. 33-20692.
(8) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-33238.
(9) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-4400.
(10) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-35178.
(11) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-8, File No. 33-53261.
(12) Incorporated herein by reference to Citicorp's
Financial
Review and Form 10-Q filed on August 14, 1991.
(13) Incorporated herein by reference to Citicorp's
Current Report
on Form 8-K filed on November 22, 1992.
(14) Incorporated herein by reference to Citicorp's
Current Report
on Form 8-K filed on April 17, 1987.
(15) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-42378.
(16) Incorporated herein by reference to Citicorp's
Registration
Statement on Form S-3, File No. 33-64574.
(17) Incorporated herein by reference to Citicorp's
Registration
Statement on Form 8-A, filed with respect to the
corresponding
series of preferred stock.
(18) Incorporated herein by reference to Citicorp's
Current Report
on Form 8-K, dated April 18, 1995.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being
made, a post-effective amendment to this registration
statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after
the effective date
of the registration statement (or the most recent
post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change
in the information set forth in the registration statement
(notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total
dollar value of securities offered would not exceed that which
was registered)
and any deviation from the low or high end of the estimated
maximum offering
range may be reflected in the form of prospectus filed with
the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price
represent no more than a 20% change in the maximum aggregate
offering price set
forth in the "Calculation of Registration Fee" table in the
effective
registration statement); and (iii) to include any material
information with
respect to the plan of distribution not previously disclosed
in the registration
statement or any material change to such information in the
registration
statement.
Provided, however, that (1)(i) and (1)(ii) do not apply if
the
information required to be included in a post-effective
amendment by those items
is contained in periodic reports filed by the registrant
pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by
reference to this registration statement.
(2) That, for the purpose of determining any liability
under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be
a new registration statement relating to the securities
offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective
amendment any of the securities being registered which remain
unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under
the
Securities Act of 1933, each filing of the registrant's annual
report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is
incorporated by reference in the registration statement shall
be deemed to be a
new registration statement relating to the securities offered
therein, and the
offering of such securities at that time shall be deemed to be
the initial bona
fide offering thereof.
(5) To supplement the prospectus relating to any offering
of
warrants or rights, after the expiration date of the related
subscription period,
to set forth the results of the subscription offer, the
transactions by the
underwriters during the subscription period, the amount of
unsubscribed
securities to be purchased by the underwriters and the terms
of any subsequent
reoffering thereof. If any public offering by the underwriters
is to be made on
the terms differing from those set forth on the cover page of
the prospectus, a
post-effective amendment will be filed to set forth the terms
of such offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Citicorp
certifies that it has reasonable grounds to believe that it
meets all of the
requirements for filing on Form S-3 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly
authorized, in The City of New York, State of New York, on May
31, 1995.
CITICORP
By /s/ Michael T. Nugent
Michael T. Nugent
Vice President
Pursuant to the requirements of the Securities Act of
1933, this
Registration Statement has been signed below on May 31, 1995
by the following
persons in the capacities indicated.
Signature Capacity
* Chairman and Director
- ----------------------- (Principal Executive Officer)
John S. Reed
* Vice Chairman and Director
- ----------------------- (Principal Financial Officer)
Paul J. Collins
/s/ Thomas E. Jones Executive Vice President
- ----------------------- (Principal Financial Officer) (a)
Thomas E. Jones
* Director
- -----------------------
D. Wayne Calloway
* Director
- -----------------------
Colby H. Chandler
* Director
- -----------------------
Pei-yuan Chia
* Director
- -----------------------
Kenneth T. Derr
* Director
- -----------------------
H.J. Haynes
* Director
- -----------------------
William R. Rhodes
* Director
- -----------------------
Rozanne L. Ridgway
* Director
- -----------------------
H. Onno Ruding
* Director
- -----------------------
Robert B. Shapiro
* Director
- -----------------------
Frank A. Shrontz
* Director
- -----------------------
Mario H. Simonsen
* Director
- -----------------------
Roger B. Smith
* Director
- -----------------------
Chistopher J. Steffen
* Director
- -----------------------
Franklin A. Thomas
* Director
- -----------------------
Edgar S. Woolard, Jr.
*By /s/ Michael T. Nugent
----------------------
Michael T. Nugent
Attorney-in-Fact
- ------
(a) Primary responsiblity for financial control, tax, accounting
and reporting.
EXHIBIT 5(a)
June 1, 1995
Citicorp
399 Park Avenue
New York, NY 10043
Ladies and Gentlemen:
This opinion is being provided by the undersigned, as an
Associate General
Counsel of Citibank, N.A. I have acted as counsel to Citicorp
in connection with
the filing with the Securities and Exchange Commission (the
"Commission")
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a
Registration Statement on Form S-3, which also constitutes
Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3,
File No. 33-64574
(together, the "Registration Statement") for the purpose of
registering under the
Securities Act Citicorp's common stock, par value $1.00 per
share ("Common
Stock"), series of preferred stock ("Preferred Stock"), which
may be issuable in
the form of depositary receipts representing depositary shares
("Depositary
Shares"), series of notes, which may be senior or subordinated
(the "Notes"), and
warrants (the "Warrants").
I or attorneys under my supervision have examined originals or
copies, certified
or otherwise identified to my satisfaction, of such corporate
records of Citicorp
and other documents, agreements and instruments, and have
made such investi-
gations of law, as I have deemed appropriate as a basis for
the opinions
expressed below. In arriving at the opinions expressed below,
I have assumed
that the signatures on all documents that I have examined are
genuine.
On the basis of the foregoing, I am of the opinion that, when
the Registration
Statement has been filed and has become effective under the
Securities Act:
(1) When shares of Common Stock or Preferred Stock or
Depositary Shares have
been duly issued and sold in the manner contemplated by the
Registration
Statement (including upon exercise of any Warrant or the
conversion of any Note
or share of Preferred Stock), such shares will be legally
issued, fully paid and
non-assessable and the Depositary Shares so issued will be
entitled to the rights
under, and the benefits of, the deposit agreement under which
they have been
issued.
(2) When the Notes have been duly issued and sold in the
manner contemplated by
the Registration Statement (including upon exercise of any
Warrant), and assuming
due authentication thereof by the Trustee or by the
authenticating agent, if any,
in accordance with the provisions of the indenture under which
such Notes have
been issued, the Notes will constitute valid and legally
binding obligations of
Citicorp, enforceable in accordance with their terms, subject,
as to
enforceability, to bankruptcy, insolvency, reorganization and
other similar laws
relating to or affecting creditors' rights generally and to
general equity
principles; and
(3) When the Warrants have been duly issued and sold in the
manner contemplated
by the Registration Statement, and assuming due
countersignature thereof by the
warrant agent in accordance with the provisions of the
applicable warrant
agreement, the Warrants will constitute valid and legally
binding obligations of
Citicorp, enforceable in accordance with their terms, subject,
as to
enforceability, to bankruptcy, insolvency, reorganization and
other similar laws
relating to or affecting creditors' rights generally and to
general equity
principles.
The opinions expressed herein are limited to the laws of the
State of New York,
the General Corporation Law of the State of Delaware and the
federal laws of the
United States of America.
I hereby consent to the use and filing of this opinion as an
exhibit to the
Registration Statement and to the reference to this opinion
under the heading
"Validity of Securities" in any prospectus filed in connection
with the
Registration Statement. In giving such consent, I do not
thereby admit that I
come within the category of persons whose consent is required
under Section 7 of
the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/S/ Stephen E. Dietz
Stephen E. Dietz
EXHIBIT 23(a)
The Board of Directors
Citicorp:
We consent to the incorporation by reference in the
Registration
Statement filed on June 1, 1995, on Form S-3 of Citicorp of
our report
dated January 17, 1995, relating to the consolidated balance
sheets of
Citicorp and its subsidiaries as of December 31, 1994 and
1993, the
related consolidated statements of income, changes in
stockholders'
equity and cash flows for each of the years in the three-year
period
ended December 31, 1994, and the related consolidated balance
sheets of
Citibank, N.A. and subsidiaries as of December 31, 1994 and
1993, and to
the reference to our firm under the headings "Experts" in the
Registration Statement. Our report with respect to these
financial
statements, which contains an added explanatory paragraph, is
included
on page 47 of the 1994 Citicorp Annual Report and Form 10-K.
KPMG Peat Marwick LLP
New York, New York
June 1, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK,
N.A., a national
association hereby constitutes and appoints each of GREGORY C.
EHLKE, MARTIN A.
WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T. NUGENT his true and lawful attorney
and agent,in the name
and on behalf of the undersigned, to do any and all acts and
things in connection
with the registration statement dated the date hereof (the
"Registration
Statement") to be filed with the United States Securities and
Exchange Commission
or the Office of the Comptroller of the Currency, including
specifically, but
without limiting the generality of the foregoing, the power
and authority to
execute the Registration Statement in the name of the
undersigned in his capacity
as Director and/or Officer of Citicorp and/or Citibank, N.A.,
any and all
amendments, including post-effective amendments, to the
Registration Statement,
any and all documents and instruments filed as part of or in
connection with the
Registration Statement or amendments thereto, any and all
documents and
instruments which the said attorney and agent may deem
necessary or advisable to
enable Citicorp and/or Citibank, N.A. to comply with the
Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended,
and any rules and
regulations and requirements of the United States Securities
and Exchange
Commission in respect thereof, or with rules and regulations
of the Office of the
Comptroller of the Currency, and any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the securities or other similar
laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and
agents, or any of them, has done, shall do or cause to be done
by virtue hereof;
and
HEREBY REVOKES all prior powers of attorney relating to
the foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: May 31, 1995.
/s/ D. Wayne Calloway
Name:D. Wayne Calloway
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK,
N.A., a national association hereby constitutes and appoints
each of GREGORY C.
EHLKE, MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N.
LAUGHLIN and MICHAEL T.
NUGENT his true and lawful attorney and agent, in the name and
on behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Colby H. Chandler
Name:Colby H. Chandler
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand.
Dated: May 31, 1995.
/s/ Pei-yuan Chia
Name:Pei-yuan Chia
Title: Vice Chairman
And Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand.
Dated: May 31, 1995.
/s/ Paul J. Collins
Name:Paul J. Collins
Title: Vice Chairman
And Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and
agents, or any of them, has done, shall do or cause to be done
by virtue hereof;
and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Kenneth T. Derr
Name:Kenneth T. Derr
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995
/s/ H.J. Haynes
Name: H. J. Haynes
Title: Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ William R. Rhodes
Name:William R. Rhodes
Title:Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
her true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in her
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set her hand.
Dated: May 31, 1995.
/s/ Rozanne L. Ridgway
Name:Rozanne L. Ridgway
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ H. Onno Ruding
Name:H. Onno Ruding
Title:Vice Chairman and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK,
N.A., a national
association hereby constitutes and appoints each of GREGORY C.
EHLKE, PETER M.
GALLANT, ROBERT N. LAUGHLIN, MICHAEL T. NUGENT, JOHN F. RICE
and MARTIN A. WATERS
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
and/or Citibank,
N.A. to comply with the securities or ther similar laws of
jurisdictions outside
of the United States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys
and agents, or any
of them, has done, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand.
Dated: May 31, 1995.
/s/Robert B. Shapiro
Name:Robert B. Shapiro
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any
rules and regulations of the Office of the Comptroller of the
Currency, and any
and all documents and instruments which the said attorney and
agent may deem
necessary or advisable to enable Citicorp similar laws of
jurisdictions outside
of the United States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Frank A. Shrontz
Name:Frank A. Shrontz
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and
any rules and regulations and requirements of the United
States Securities and
Exchange Commission in respect thereof, or with any rules and
regulations of the
Office of the Comptroller of the Currency, and any and all
documents and
instruments which the said attorney and agent may deem
necessary or advisable to
enable Citicorp similar laws of jurisdictions outside of the
United States of
America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Mario H. Simonsen
Name:Mario H. Simonsen
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Roger B. Smith
Name:Roger B. Smith
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Christopher J. Steffen
Name:Christopher J. Steffen
Title: Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Franklin A. Thomas
Name:Franklin A. Thomas
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ Edgar S. Woolard, Jr.
Name:Edgar S. Woolard, Jr.
Title:Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned Director
and/or Officer of CITICORP, a Delaware corporation, and/or
CITIBANK, N.A., a
national association hereby constitutes and appoints each of
GREGORY C. EHLKE,
MARTIN A. WATERS, RICHARD D. LEVINSON, ROBERT N. LAUGHLIN and
MICHAEL T. NUGENT
his true and lawful attorney and agent, in the name and on
behalf of the
undersigned, to do any and all acts and things in connection
with the
registration statement dated the date hereof (the
"Registration Statement") to
be filed with the United States Securities and Exchange
Commission or the Office
of the Comptroller of the Currency, including specifically,
but without limiting
the generality of the foregoing, the power and authority to
execute the
Registration Statement in the name of the undersigned in his
capacity as Director
and/or Officer of Citicorp and/or Citibank, N.A., any and all
amendments,
including post-effective amendments, to the Registration
Statement, any and all
documents and instruments filed as part of or in connection
with the Registration
Statement or amendments thereto, any and all documents and
instruments which the
said attorney and agent may deem necessary or advisable to
enable Citicorp and/or
Citibank, N.A. to comply with the Securities Act of 1933, as
amended, the
Securities Exchange Act of 1934, as amended, and any rules and
regulations and
requirements of the United States Securities and Exchange
Commission in respect
thereof, or with any rules and regulations of the Office of
the Comptroller of
the Currency, and any and all documents and instruments which
the said attorney
and agent may deem necessary or advisable to enable Citicorp
similar laws of
jurisdictions outside of the United States of America in
respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said
attorneys and agents,
or any of them, has done, shall do or cause to be done by
virtue hereof; and
HEREBY REVOKES all prior powers of attorney
relating to the
foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto
set his hand.
Dated: May 31, 1995.
/s/ John S. Reed
Name:John S. Reed
Title:Chairman and Director
EXHIBIT 25.a
===================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
__________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5459866
(Jurisdiction of incorporation (I.R.S.
employer
if not a U.S. national bank) identification
No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
__________________
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S.
employer
incorporation or organization) identification
No.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
__________________
NOTES
(Title of the indenture securities)
===================================================
<PAGE>
GENERAL
1. General Information
-------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or
supervising authority to
which it is subject.
Federal Reserve Bank of New York (2nd District),
New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation,
Washington, D.C.
New York State Banking Department,
Albany, New York
(b) Whether it is authorized to exercise corporate
trust powers.
The trustee is authorized to exercise corporate
trust powers.
2. Affiliations with the Obligor
-----------------------------
If the obligor is an affiliate of the trustee, describe
each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Citicorp currently is not in default under any of its
outstanding
securities for which United States Trust Company of New
York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10,
11, 12, 13, 14
and 15 of Form T-1 are not required under General
Instruction B.
16. List of Exhibits.
----------------
T-1.1 - "Chapter 204, Laws of 1853, An Act to Incorporate
the United
States Trust Company of New York, as Amended", is
incorporated by
reference to Exhibit T-1.1 to Form T-1 filed on
September 20, 1991
with the Securities and Exchange Commission (the
"Commission")
pursuant to the Trust Indenture Act of 1939
(Registration No.
2221291).
T-1.2 - The trustee was organized by a special act of the
New York
Legislature in 1853 prior to the time that the New
York Banking
Law was revised to require a Certificate of authority to
commence business.
Accordingly, under
New York Banking Law, the Charter (Exhibit T-1.1)
constitutes an
equivalent of a certificate of authority to
commence business.
T-1.3 - The authorization of the trustee to exercise
corporate trust
powers is contained in the Charter (Exhibit T-1.1).
T-1.4 - The By-laws of the United States Trust Company of
New York, as
amended to date, are incorporated by reference to
Exhibit T-1.4
to Form T-1 filed on September 20, 1991 with the
Commission
pursuant to the Trust Indenture Act of 1939
(Registration No.
2221291).
T-1.6 - The consent of the trustee required by Section
321(b) of the Trust
Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the
trustee pursuant
to law or the requirements of its supervising or
examining
authority.
NOTE
As of May 22, 1995, the trustee had 2,999,020 shares of Common
Stock outstanding,
all of which are owned by its parent company, U.S. Trust
Corporation. The term
"trustee" in Item 2, refers to each of United States Trust
Company of New York
and its parent company, U.S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to
matters peculiarly
within the knowledge of the obligor or its directors, the
trustee has relied upon
information furnished to it by the obligor and will rely on
information to be
furnished by the obligor and the trustee disclaims
responsibility for the
accuracy or completeness of such information.
__________________
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee,
United States Trust Company of New York, a corporation
organized and existing
under the laws of the State of New York, has duly caused this
statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly
authorized, all in the City of New York, and State of New
York, on the 22nd day
of May, 1995.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /S/ Cynthia Chaney
______________________
Cynthia Chaney
Assistant Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the
Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
March 19, 1992
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust
Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and
subject to the
limitations set forth therein, United States Trust Company of
New York ("U.S.
Trust") hereby consents that reports of examinations of U.S.
Trust by Federal,
State, Territorial or District authorities may be furnished by
such authorities
to the Securities and Exchange Commission upon request
therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
____________________________
By: S/Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
Consolidated Report of Condition of
United States Trust Company of New York
and Foreign and Domestic Subsidiaries, a member of the Federal
Reserve System,
at the close of business on March 31, 1995, in accordance with
a call made by the
Federal Reserve Bank of this District pursuant to the
provisions of the Federal
Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
a. Noninterest bearing balances and
currency and coin: $ 172,519
b. Interest bearing balances: 50,000
Securities 538,152
Federal funds sold and securities purchased under
agreements to resell 337,554
Loans 1,270,262
LESS: Allowance credit losses 13,215
Net Loans 1,257,047
Premises and Equipment 103,800
Other assets 120,886
- -----------
TOTAL ASSETS: $2,579,958
LIABILITIES
Deposits: $2,166,456
(1) Non interest bearing 915,446
(2) Interest bearing 1,251,010
Federal funds purchased, securities sold under
agreements to repurchase and other borrowings 107,583
Accounts Payable & Accrued Liabilities 99,004
Long Term Debt 11,227
- ------------
TOTAL LIABILITIES: $ 2,384,270
EQUITY CAPITAL
Common Stock $ 14,995
Capital Surplus 41,500
Undivided profits and capital reserves 137,599
Net unrealized holding gains (losses)
on available-for-sale securities (1,594)
TOTAL EQUITY CAPITAL: $ 195,688
- ----------
TOTAL LIABILITY AND EQUITY CAPITAL: $2,579,958
<PAGE>
I, RICHARD E. BRINKMANN, SENIOR VICE PRESIDENT & CONTROLLER,
of the above-named bank do hereby declare that
this Report of Condition has been prepared
in conformance with the instructions issued by the Board of
Governors of the
Federal Reserve System and is true to the best of my knowledge
and belief.
RICHARD E. BRINKMANN, SVP & CONTROLLER
March 31, 1995
We, the undersigned directors, attest the correctness of this
Report of
Condition and declare that it has been examined by us and to
the best of our
knowledge and belief has been prepared in conformance with the
instructions
issued by the Board of Governors of the Federal Reserve System
and is true and
correct.
H. MARSHALL SCHWARZ ) Directors
JEFFREY S. MAURER )
FREDERICK S. WONHAM )
EXHIBIT 25.b
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Citicorp
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
___________________________________________
Subordinated Notes
(Title of the indenture securities)
_____________________________________________________
<PAGE>
GENERAL
Item 1. General
Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to
which it is subject.
New York State Banking Department, State House,
Albany, New York
12110.
Board of Governors of the Federal Reserve System,
Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty
Street, New York,N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such
affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of
Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in
effect, including the Organization Certificate and the
Certificates of
Amendment dated February 17, 1969, August 31, 1977, December
31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see
Exhibit 1 to
Form T-1 filed in connection with Registration Statement No.
33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with
Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate
trust powers being
contained in the documents identified above as Exhibits 1 and
2.
4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No.
33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of
the Trustee, published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee,
Chemical Bank, a corporation organized and existing under the
laws of the
State of New York, has duly caused this statement of
eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized,
all in the City
of New York and State of New York, on the 19th day of May,
1995.
<PAGE>
CHEMICAL BANK
By
P. J. Gilkeson
Vice President
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of
Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in
effect, including the Organization Certificate and the
Certificates of
Amendment dated February 17, 1969, August 31, 1977, December
31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see
Exhibit 1 to
Form T-1 filed in connection with Registration Statement No.
33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with
Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate
trust powers being
contained in the documents identified above as Exhibits 1 and
2.
4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No.
33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of
the Trustee,
published pursuant to law or the requirements of its
supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the
Trustee, Chemical Bank, a corporation organized and existing
under the laws of
the State of New York, has duly caused this statement of
eligibility to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the
City of New York and State of New York, on the 19th day of
May, 1995.
CHEMICAL BANK
By /s/P. J. Gilkeson
P. J. Gilkeson
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1995, in
accordance with a call made by the Federal Reserve Bank of
this
District pursuant to the provisions of the Federal Reserve
Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . $ 5,797
Interest-bearing balances . . . . . . . . . 5,523
Securities:. . . . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities. . . . . . . . . . . . . . . 6,195
Available for sale securities. . . . . . . . . . . . . . .17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold. . . . . . . . . . . . . . .2,493
Securities purchased under agreements to resell . .50
Loans and lease financing receivables:
Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve ... 113
Loans and leases, net of unearned income,
allowance, and reserve. . . . . . . . . 66,926
Trading Assets . . . . . . . . . . . . . . . . . . . .37,294
Premises and fixed assets (including
capitalized leases). . . . . . . . . . . . . . . . . . 1,402
Other real estate owned. . . . . . . . . . . . . . . . . .99
Investments in unconsolidated subsidiaries and
associated companies. . . . . . . . . . . 148
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . 1,051
Intangible . . . . . . . . . . . . . . . . . . . . . . . 512
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . ..6,759
- -----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . .$149,034
EXHIBIT 25.c
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices)
(Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
___________________________________________
Subordinated Capital Notes
(Title of the indenture securities)
_____________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the
trustee:
(a)Name and address of each examining or
supervising authority to
which it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation,
Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee,
describe each such
affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in
effect, including the Organization Certificate and the
Certificates of
Amendment dated February 17, 1969, August 31, 1977, December
31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see
Exhibit 1 to
Form T-1 filed in connection with Registration Statement No.
33-50010,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in
connection with
Registration Statement No. 33-50010, which is incorporated by
reference).
3. None, authorization to exercise corporate
trust powers being
contained in the documents identified above as Exhibits 1 and
2.
4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4
to Form T-1 filed in connection with Registration Statement
No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of
the Trustee,
published pursuant to law or the requirements of its
supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee,
Chemical Bank, a corporation organized and existing under the
laws of the State
of New York, has duly caused this statement of eligibility to
be signed on its
behalf by the undersigned, thereunto duly authorized, all in
the City of New
York and State of New York, on the 19th day of May, 1995.
CHEMICAL BANK
By
P. J. Gilkeson
Vice President
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement
of Eligibility.
1. A copy of the Articles of Association of the Trustee
as now in effect,
including the Organization Certificate and the Certificates
of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form
T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by
reference).
2. A copy of the Certificate of Authority of the
Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in
connection with
Registration Statement No. 33-50010, which is incorporated by
reference).
3. None, authorization to exercise corporate
trust powers being
contained in the documents identified above as Exhibits 1 and
2.
4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No.
33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of
the Trustee,
published pursuant to law or the requirements of its
supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the Trustee,
Chemical Bank, a corporation organized and existing under the
laws of the State
of New York, has duly caused this statement of eligibility to
be signed on its
behalf by the undersigned, thereunto duly authorized, all in
the City of New
York and State of New York, on the 19th day of May, 1995.
CHEMICAL BANK
By /s/ P. J. Gilkeson
P. J. Gilkeson
Vice President
