PROSPECTUS SUPPLEMENT
(To Prospectus dated August 7, 1995)
$250,000,000
[CITICORP Logo]
7 1/8% SUBORDINATED NOTES DUE SEPTEMBER 1, 2005
--------------------
Interest payable March 1 and September 1
--------------------
INTEREST ON THE SUBORDINATED NOTES IS PAYABLE SEMIANNUALLY ON MARCH 1 AND
SEPTEMBER 1, COMMENCING MARCH 1, 1996. THE SUBORDINATED NOTES WILL MATURE ON
SEPTEMBER 1, 2005 AND WILL NOT BE SUBJECT TO REDEMPTION BY CITICORP PRIOR TO
MATURITY. SEE "SUPPLEMENTAL DESCRIPTIONOF SUBORDINATED NOTES". THE SUBORDINATED
NOTES ARE UNSECURED AND SUBORDINATED OBLIGATIONS OF CITICORP AS DESCRIBED IN THE
ACCOMPANYING PROSPECTUS UNDER "DESCRIPTION OF NOTES". PAYMENT OF THE PRINCIPAL
OF THE SUBORDINATED NOTES MAY BE ACCELERATED ONLY IN THE CASE OF CERTAIN EVENTS
INVOLVING THE BANKRUPTCY, INSOLVENCY OR REORGANIZATION OF CITICORP. THERE IS NO
RIGHTOF ACCELERATION IN THE CASE OF DEFAULT IN THE PERFORMANCE OF ANY COVENANT
OF CITICORP, INCLUDING THE PAYMENTOF PRINCIPAL OR INTEREST. SEE "DESCRIPTION OF
NOTES -- DEFAULTS; EVENTS OF DEFAULT" IN THE PROSPECTUS.
--------------------
The Subordinated Notes will be represented by one or more Global
Securities registered in the name of The Depository Trust Company, as
depositary, or its nominee. Beneficial interests in the Global Securities will
be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Except as described under
"Supplemental Description of Subordinated Notes--Book-Entry System",
Subordinated Notes in definitive form will not be issued. Settlement will be
made in immediately available funds. The Subordinated Notes will trade in the
Depositary's Same-Day Funds Settlement System until Maturity, and secondary
market trading activity in the Subordinated Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by Citicorp in immediately available funds. See "Supplemental Description of
Subordinated Notes--Book-Entry System".
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE SUBORDINATED NOTES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT
ARE UNSECURED DEBT OBLIGATIONS OF CITICORP AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
--------------------
PRICE 99.397% AND ACCRUED INTEREST, IF ANY
--------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) CITICORP (1)(3)
----------- --------------- ---------------
Per Subordinated Note..... 99.397% .650% 98.747%
Total..................... $248,492,500 $1,625,000 $246,867,500
---------
(1) Plus accrued interest, if any, from August 21, 1995.
(2) Citicorp has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Actof 1933.
(3) Before deduction of expenses payable by Citicorp.
--------------------
The Subordinated Notes are offered, subject to prior sale, when, as and
if accepted by the Underwriters named herein. It is expected that the
Subordinated Notes will be ready for delivery in book-entry form only through
the facilities of The Depository Trust Company in New York, New York on or about
August 21, 1995, against payment therefor in immediately available funds.
--------------------
MORGAN STANLEY & CO.
Incorporated
CITICORP SECURITIES, INC.
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
August 16, 1995
S-1
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OFANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
--------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Supplemental Description of Subordinated Notes ................ S-3
Summary Financial Data ........................................ S-5
Underwriting .................................................. S-6
Validity of Subordinated Notes ................................ S-6
PROSPECTUS
Available Information ......................................... 3
Incorporation of Certain Documents by Reference ............... 3
Citicorp ...................................................... 4
Use of Proceeds ............................................... 4
Ratios of Income to Fixed Charges ............................. 5
Description of Notes .......................................... 5
Foreign Currency Risks ........................................ 17
Plan of Distribution .......................................... 17
Validity of Securities ........................................ 18
Experts ....................................................... 18
--------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SUBORDINATED NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE
STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS
THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS.
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<PAGE>
SUPPLEMENTAL DESCRIPTION OF SUBORDINATED NOTES
GENERAL
The 7 1/8% Subordinated Notes due September 1, 2005 (the "Subordinated
Notes") offered hereby will be issued under the Indenture (the "Original
Indenture"), dated as of April 1, 1991, between Citicorp and Chemical Bank, as
Trustee, as supplemented by a First Supplemental Indenture (the "First
Supplemental Indenture"), dated as of November 27, 1992, between Citicorp and
the Trustee (the Original Indenture together with the First Supplemental
Indenture, the "Indenture"), referred to in the accompanying Prospectus.
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the accompanying Prospectus and in the Indenture.
The Subordinated Notes will constitute a single series for purposes of
the Indenture and will be limited to $250,000,000 aggregate principal amount.
The Subordinated Notes will mature on September 1, 2005 and will bear interest
from August 21, 1995 at the rate per annum shown on the front cover of this
Prospectus Supplement, payable semiannually on March 1 and September 1 of each
year, commencing March 1, 1996, and at Maturity, to the Person in whose name the
Subordinated Note (or any predecessor Subordinated Note) is registered at the
close of business on the February 15 or August 15 next preceding such Interest
Payment Date. The Subordinated Notes will not be subject to any sinking fund or
provide for redemption at the option of Citicorp or the Holder prior to
Maturity. The Subordinated Notes will be issued in the form of one or more
permanent global notes registered in the name of The Depository Trust Company,
as depositary (the "Depositary") or its nominee, located in the Borough of
Manhattan, The City of New York.
The Subordinated Notes may be presented for registration of transfer or
exchange at the offices of Citibank in the Borough of Manhattan, The City of New
York.
The provisions of the Indenture described under "Description of Notes
-- Defeasance and Covenant Defeasance" in the accompanying Prospectus apply to
the Subordinated Notes.
For a description of the rights attaching to different series of
Subordinated Notes under the Indenture (including the Subordinated Notes), see
"Description of Notes" in the accompanying Prospectus.
BOOK-ENTRY SYSTEM
The Subordinated Notes will be issued in the form of one or more
permanent global securities (the "Global Securities"), which will be deposited
with, or on behalf of, the Depositary and will be registered in the name of the
Depositary or a nominee of the Depositary. Except as set forth below, the
Subordinated Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof in book-entry form only.
Ownership of Subordinated Notes will be limited to institutions that
have accounts with such Depositary or its nominee ("participants") or persons
that may hold interests through participants. In addition, ownership of
Subordinated Notes by participants will only be evidenced by, and the transfer
of that ownership interest will be effected only through, records maintained by
the Depositary or its nominee, as the case may be. Ownership of Subordinated
Notes by persons that hold through participants will only be evidenced by, and
the transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer Subordinated Notes.
Citicorp has been advised by the Depositary that upon the issuance of
the Global Securities, and the deposit of such Global Securities with or on
behalf of the Depositary, the Depositary will immediately credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Subordinated Notes represented by the Global Securities to the accounts of
participants. The accounts to be credited shall be designated by the
Underwriters.
Payments of principal of and interest on the Subordinated Notes
represented by the Global Securities registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner and the Holder of the Subordinated Notes
represented by the Global Securities. Such payments to the Depositary or its
nominee, as the case may be, will be made in immediately available funds at the
offices of Citibank, as Paying Agent, in the Borough of Manhattan, The City of
New York, provided that, in the case of payments of principal, the Global
Securities are presented to the Paying Agent in time for the Paying Agent to
make such payments in such funds in accordance with its normal procedures. None
of Citicorp, the Trustee or any agent of Citicorp or the Trustee will have any
responsibility or liability for any aspect of the Depositary's records or any
participant's records relating to or payments made on account of beneficial
ownership interests in the Subordinated
S-3
<PAGE>
Notes represented by the Global Securities or for maintaining, supervising or
reviewing any of the Depositary's records or any participant's records relating
to such beneficial ownership interests.
Citicorp has been advised by the Depositary that upon receipt of any
payment of principal of or interest in respect of the Global Securities, the
Depositary will immediately credit, on its book-entry registration and transfer
system, accounts of participants with payments in amounts proportionate to their
respective beneficial interests in Subordinated Notes represented by the Global
Securities as shown on the records of the Depositary. Payments by participants
to owners of the Subordinated Notes held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name",
and will be the responsibility of such participants.
The Global Securities may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
another nominee of the Depositary.
Subordinated Notes represented by the Global Securities are
exchangeable for definitive Subordinated Notes in registered form, of like tenor
and of an equal aggregate principal amount, only if (x) the Depositary notifies
Citicorp that it is unwilling or unable to continue as Depositary for the Global
Securities or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (y) Citicorp in its sole discretion determines that such Subordinated
Notes shall be exchangeable for definitive Subordinated Notes in registered form
or (z) any event shall have happened and be continuing which, after notice or
lapse of time, or both, would become an Event of Default with respect to the
Subordinated Notes. If the Global Securities become exchangeable pursuant to the
preceding sentence, they shall be exchangeable in whole for definitive
Subordinated Notes in registered form, of like tenor and of an equal aggregate
principal amount, in denominations of $1,000 and integral multiples thereof.
Such definitive Subordinated Notes shall be registered in the name or names of
such person or persons as the Depositary shall instruct the Security Registrar.
It is expected that such instructions may be based upon directions received by
the Depositary from its participants with respect to ownership of Subordinated
Notes.
Except as provided above, owners of Subordinated Notes will not be
entitled to receive physical delivery of Subordinated Notes in definitive form
and will not be considered the Holders thereof for any purpose under the
Indenture, and the Global Securities shall not be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee. Accordingly, each person owning a
Subordinated Note must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. The Indenture provides that the Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture. Citicorp understands that under
existing industry practices, in the event that Citicorp requests any action of
Holders or an owner of a Subordinated Note desires to give or take any action a
Holder is entitled to give or take under the Indenture, the Depositary would
authorize the participants owning the relevant Subordinated Notes to give or
take such action, and such participants would authorize beneficial owners owning
through such participants to give or take such action or would otherwise act
upon the instructions of beneficial owners owning through them.
The Depositary has advised Citicorp that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directlyor indirectly.
Settlement for the Subordinated Notes will be made in same day funds.
All payments of principal and interest will be made by Citicorp in same day
funds. The Subordinated Notes will trade in the Same-Day Funds Settlement System
of the Depositary until Maturity, and secondary market trading activity for the
Subordinated Notes will therefore settle in same day funds.
S-4
<PAGE>
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data
for each of the years in the three-year period ended December 31, 1994 and for
the six months ended June 30, 1995 and June 30, 1994. This summary is qualified
in its entirety by the detailed information and financial statements included in
the documents incorporated by reference; this summary is not covered by the
Report of Independent Auditors incorporated herein by reference. See
"Incorporation of Certain Documents by Reference" in the Prospectus. The
consolidated financial data at and for the six months ended June 30, 1995 and
June 30, 1994 is derived from unaudited financial statements. The results for
the six months ended June 30, 1995 are not necessarily indicative of the results
for the full year or any other interim period.
<TABLE>
<CAPTION>
Six Months Ended
June 30, Year Ended December 31,
---------------- ---------------------------
1995 1994 1994 1993 1992
---- ---- ---- ---- ----
(In millions, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net Interest Revenue $4,793 $4,243 $ 8,911 $ 7,690 $ 7,456
Fees, Commissions and Other Revenue 4,339 3,668 7,837 8,385 8,165
----- ----- ----- ----- -----
Total Revenue $9,132 $7,911 $16,748 $16,075 $15,621
Provision for Credit Losses 884 887 1,881 2,600 4,146
Operating Expense 5,491 4,903 10,256 10,615 10,057
----- ----- ------ ------ ------
Income Before Taxes and Cumulative Effects of
Accounting Changes $2,757 $2,121 $ 4,611 $ 2,860 $ 1,418
Income Taxes 1,075 635 1,189 941 696
------ ------ ------- ------- -------
Income Before Cumulative Effects of
Accounting Changes $1,682 $1,486 $ 3,422 $ 1,919 $ 722
Cumulative Effects of Accounting Changes(A) -- (56) (56) 300 --
------ ------ ------- ------- -------
Net Income $1,682 $1,430 $ 3,366 $ 2,219 $ 722
====== ====== ======= ======= =======
Income Applicable to Common Stock $1,492 $1,256 $ 3,010 $ 1,900 $ 497
====== ====== ======= ======= =======
Earnings Per Share(B):
On Common and Common Equivalent Shares:
Income Before Cumulative Effects of
Accounting Changes $ 3.47 $ 3.07 $ 7.15 $ 3.82 $ 1.35
Cumulative Effects of Accounting Changes(A) -- (0.13) (.12) .68 --
------ ------ ------- ------- -------
Net Income $ 3.47 $ 2.94 $ 7.03 $ 4.50 $ 1.35
====== ====== ======= ======= =======
Assuming Full Dilution:
Income Before Cumulative Effects of
Accounting Changes $ 3.09 $ 2.77 $ 6.40 $ 3.53 $ 1.35
Cumulative Effects of Accounting Changes(A) -- (0.11) (.11) .58 --
------ ----- ------- ------- -------
Net Income $ 3.09 $2.66 $ 6.29 $ 4.11 $ 1.35
====== ===== ======= ======= =======
Period-End Balances: (In billions)
Total Loans, Net(C) $158.2 $141.1 $ 152.4 $ 139.0 $ 139.7
Total Assets(D) 257.0 254.2 250.5 216.6 213.7
Total Deposits 163.1 152.3 155.7 145.1 144.2
Debt (E) 18.7 16.8 17.9 18.2 20.2
Total Stockholders' Equity(F) 19.5 15.6 17.8 14.0 11.2
(A) Refers to the adoption of SFAS No. 112, "Employers' Accounting for
Postemployment Benefits", effective January 1, 1994 and SFAS No. 109,
"Accounting for Income Taxes", effective January 1, 1993.
(B) Based on net income after deducting preferred stock dividends, except where
conversion is assumed, and, unless anti-dilutive, the after-tax dividend
equivalents on shares issuable under Citicorp's Executive Incentive
Compensation Plan.
(C) Net of unearned income.
(D) Reflects the adoption of FASB Interpretation No. 39, "Offsetting of Amounts
Related to Certain Contracts", effective January 1, 1994.
(E) Includes long-term debt, subordinated capital notes and redeemable
preferred stock.
(F) Reflects the adoption of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities", effective January 1, 1994.
</TABLE>
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, Citicorp has agreed to sell to each of the Underwriters named below,
and each of the Underwriters has severally agreed to purchase, the principal
amount of the Subordinated Notes set forth opposite its name below.
PRINCIPAL
AMOUNT OF
SUBORDINATED
UNDERWRITER NOTES
----------- -------------
Morgan Stanley & Co. Incorporated ............ $ 62,500,000
Citicorp Securities, Inc. .................... 62,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ........................... 62,500,000
Salomon Brothers Inc ......................... 62,500,000
------------
Total ...................................... $250,000,000
============
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Subordinated Notes, if
any are taken.
Citicorp has been advised by the Underwriters that the several
Underwriters propose initially to offer the Subordinated Notes in part directly
to the public at the initial public offering price set forth on the cover page
of this Prospectus Supplement and to certain securities dealers, including any
Underwriter, at such public offering price less a concession not in excess of
.40% of the principal amount of the Subordinated Notes. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of .25% of the
principal amount of the Subordinated Notes to certain brokers and dealers. After
the initial public offering of the Subordinated Notes, the public offering price
and other selling terms may from time to time be varied by the Underwriters.
The Subordinated Notes are a new issue of securities with no
established trading market. Citicorp has been advised by the Underwriters that
they intend to make a market in the Subordinated Notes, but are not obligated to
do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Subordinated
Notes.
Citicorp has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
This Prospectus Supplement and Prospectus may be used by Citicorp
Securities, Inc., a wholly owned subsidiary of Citicorp, in connection with
offers and sales related to secondary market transactions in the Subordinated
Notes. Citicorp Securities, Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
The participation of Citicorp Securities, Inc. in offers and sales of
the Subordinated Notes will comply with the requirements of Schedule E of the
By-laws of the National Association of Securities Dealers, Inc. (the "NASD")
regarding underwriting securities of an affiliate.
Each NASD member participating in offers and sales of the Subordinated
Notes will not execute a transaction in the Subordinated Notes in a
discretionary account without the prior written specific approval of the
member's customer.
The Underwriters each engage in transactions with and perform services
for Citicorp in the ordinary course of business.
See "Plan of Distribution" in the accompanying Prospectus for further
information regarding the distribution of the Subordinated Notes offered hereby.
VALIDITY OF SUBORDINATED NOTES
The validity of the Subordinated Notes will be passed upon for Citicorp
by Stephen E. Dietz, Associate General Counsel of Citibank, N.A., and for the
Underwriters by Sullivan & Cromwell, New York, New York. Mr. Dietz owns or has
the right to acquire a number of shares of common stock of Citicorp equal to
less than .01% of the outstanding common stock of Citicorp.
S-6
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