As filed with the Securities and Exchange Commission on July 21, 1995
Registration No. 33-59791
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Citicorp
(Exact name of issuer 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
(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. Bostelman
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered (1) be registered offering price per aggregate offering registration fee
unit price
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<S> <C> <C> <C>
Notes (2) (3) (2)(4) N/A
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Preferred Stock, Depositary Shares (2) (3) (2)(4) N/A
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Common Stock (5) (2) (3) (2)(4) N/A
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Warrants (2) (3) (2)(4) N/A
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Subtotal for all securities listed above $4,460,000,000 N/A $4,460,000,000 $1,537,931.00
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock (5)(6) 20,000,000 shares $52.00 (7) $1,040,000,000 $358,620.72
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Total N/A N/A $5,500,000,000 $1,896,551.72(8)
=============================================================================================================================
</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,
Warrants, Preferred Stock, Depositary Shares and Common Stock (other than Common
Stock for which a registration fee is being separately allocated below) issued
under this Registration Statement and not previously registered under the
Securities Act of 1933, exceed $4,460,000,000, 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, or (ii) Notes, shares of Common
Stock or Preferred Stock or Depositary Shares that are issued upon exercise of
Warrants registered hereby.
(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) Refers to shares of Common Stock that may be offered in transactions
permitted to be registered on Form S-3, including shares to be offered for the
account of persons other than the Registrant.
(7) Based on the average of the high and low prices reported on the New York
Stock Exchange consolidated tape on May 30, 1995 (a date within five business
days of the filing date of the Registration Statement).
(8) Previously paid.
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 ($471,972,970 as of July 19, 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.
I:\S&F\OCFO\MEGA\1995\AMNDMT#1\S-3.DOC
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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 or Warrants (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").
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PROSPECTUS
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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 and warrants 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 July 21, 1995
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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 any underwriters or agents for 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 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 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.
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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.
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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
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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.
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:
Three months Year ended December 31,
ended --------------------------------
March 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
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
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
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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
ss.301). The Notes may be issued from time to time in one or more series. The
particular terms of each series of Notes offered by a Prospectus Supplement will
be described in such Prospectus Supplement relating to such series.
The Senior Notes of each series will be unsecured and will rank pari passu
with all other unsecured and unsubordinated indebtedness of Citicorp. The
Subordinated Notes of each series will be unsecured and will rank pari passu
with all other unsecured and subordinated indebtedness of Citicorp other than
subordinated indebtedness as to which, in the instrument creating or evidencing
the same, or pursuant to which the same is outstanding, it is provided that such
indebtedness is junior to the Subordinated Notes.
Citicorp may offer under this Prospectus series of Notes under indentures
or documentation containing provisions which may differ from those included in
the Indentures or any indenture or documentation applicable to other outstanding
series of Citicorp indebtedness, provided that the material provisions of the
indenture or documentation under which such series of Notes is issued 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
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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 ss.301). Any such Prospectus Supplement will
also describe any special provisions for the payment of additional amounts with
respect to the Notes of such series. If Citicorp has an obligation to redeem or
purchase the Notes at the option of the holder thereof as provided in the
applicable Prospectus Supplement pursuant to clause (11) above, Citicorp will
comply with any applicable provisions of Section 14(e) of the Exchange Act and
the related rules and regulations in connection with such redemption or
purchase.
Notes of any series may be issued as Original Issue Discount Notes. An
Original Issue Discount Note is a Note, including any zero-coupon Note, which is
issued at a price lower than the amount payable upon the Stated Maturity thereof
and which provides that upon redemption or acceleration of the Maturity thereof
an amount less than the amount payable upon the Stated Maturity thereof and
determined in accordance with the terms of such Note shall become due and
payable. United States Holders of Original Issue Discount Notes having a
maturity of more than one year from their date of issue will have to include
original issue discount in income 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,
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Bearer Notes (other than Bearer Notes in temporary or global form) will have
interest coupons attached. (Indentures ss.201). See "Temporary Global Notes" and
"Permanent Global Notes."
In connection with its sale during the restricted period (as defined below
under "Limitations on Issuance of Euro-Notes"), no 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 ss.ss.303, 304). See "Temporary Global
Notes" and "Limitations on Issuance of Euro-Notes."
At the option of the holder, subject to the terms of the applicable
Indenture, Registered Notes of any series will be exchangeable for other
Registered Notes of the same series of any authorized denominations and of a
like aggregate principal amount and tenor. In addition, if Notes of any series
are issuable as both Registered Notes and Bearer Notes, at the option of the
holder, subject to the terms of such Indenture, Bearer Notes (with all unmatured
coupons, except as provided below, and with all matured coupons in default) of
such series will be exchangeable for Registered Notes of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Bearer Notes surrendered in exchange for Registered Notes between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Note issued in exchange for such Bearer Note, but will be payable
only to the holder of such coupon when due in accordance with the terms of the
applicable Indenture. Registered Notes, including Registered Notes received in
exchange for Bearer Notes, may not be exchanged for Bearer Notes. (Indentures
ss.305). Each Bearer Note and any coupons appertaining thereto will bear a
legend to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." (Indentures ss.201). Notes may be presented for exchange
as provided above, and Registered Notes may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of the Security Registrar or at the office of any transfer agent
designated by Citicorp for such purpose 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 when the
Security Registrar or such transfer agent, as the case may be, is satisfied with
the documents of title and identity of the person making the request.
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Citicorp has appointed Citibank as Security Registrar. (Indentures ss.305).
Citicorp may at any time rescind the designation of any transfer agent (other
than the Security Registrar) or approve a change in the location through which
any such transfer agent acts, except that if Notes of a series are issuable
solely as Registered Notes, Citicorp will be required to maintain a transfer
agent in each Place of Payment for such series, and if Notes of a series are
issuable as Bearer Notes, Citicorp will be required to maintain (in addition to
the Security Registrar) a transfer agent in a Place of Payment for such series
located outside the United States and its possessions. Citicorp may at any time
designate additional transfer agents with respect to any series of Notes.
(Indentures ss.1002).
In the event of any redemption in part, Citicorp shall not be required to
(i) issue, register the transfer of or exchange any Note during a period
beginning at the opening of business 15 days before any selection for redemption
of Notes of like tenor and of the series of which such Note is a part, and
ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all holders of Notes of
like tenor and of such series to be redeemed; (ii) register the transfer of or
exchange any Registered Note so selected for redemption, in whole or in part,
except the unredeemed portion of any Note being redeemed in part; or (iii)
exchange any Bearer Note so selected for redemption, except to exchange such
Bearer Note for a Registered Note of that series and like tenor which is
immediately surrendered for redemption. (Indentures ss.305).
Payment and Paying Agents
Unless otherwise indicated in 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 ss.1001). No payment with respect to any Bearer Note will be
made at any office or agency of Citicorp in the United States or its possessions
or by check mailed to any address in the United States or its possessions or by
transfer to any account maintained with a financial institution located in the
United States or its possessions. Notwithstanding the foregoing, payments of
principal of and any premium and interest on Bearer Notes denominated and
payable in U.S. dollars will be made at the office of the Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment of the full
amount thereof in U.S. dollars at all offices or agencies outside the United
States and its possessions is illegal or effectively precluded by exchange
controls or other similar restrictions. (Indentures ss.1002).
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest on Registered Notes will be payable,
subject to any applicable laws and regulations, at the office of such Paying
Agent or Paying Agents as Citicorp may designate from time to time, except that
at the option of Citicorp payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register. (Indentures ss.201). Unless otherwise indicated in an
applicable Prospectus Supplement, payment of interest on a Registered Note on
any Interest Payment Date will be made to the Person in whose name such
Registered Note (or Predecessor Note) is registered at the close of business on
the Regular Record Date for such interest. (Indentures ss.307).
Unless otherwise indicated in 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
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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
ss.1002).
After notice by publication, all moneys paid by Citicorp to a Paying Agent
for the payment of the principal of and any premium or interest on any Note of
any series which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to
Citicorp, and the holder of such Note or any coupon appertaining thereto may
thereafter look only to Citicorp for payment thereof. (Indentures ss.1003).
Temporary Global Notes
All Euro-Notes will initially be represented by one or more temporary
global Notes, without interest coupons, to be deposited with a common depositary
in London for 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 ss.304).
Unless otherwise specified in an applicable Prospectus Supplement, interest
in respect of any portion of a temporary global Note payable in respect of an
Interest Payment Date occurring prior to the issuance of definitive Notes
(including a permanent global Note) will be 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
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relating to such certification for an interest in a permanent global Note
(unless the account holder requests that such portion be exchanged for a
definitive Registered Note or Notes or a definitive Bearer Note or Notes).
(Indentures ss.304).
Permanent Global Notes
If any Notes of a series are issuable in permanent global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such permanent global Note may
exchange such interests for Notes of such series and of like tenor and principal
amount in any authorized form and denomination. No Bearer Note delivered in
exchange for any portion of a permanent global Note shall be delivered to any
location in the United States or its possessions in connection with such
exchange. (Indentures ss.305). Principal of and any premium and interest on any
permanent global Note will be payable in the manner described in the applicable
Prospectus Supplement. (Indentures ss.304).
Limitations on Liens on Stock of Citibank
Citicorp has covenanted in the Senior Indenture that, so long as any of the
Senior Notes issued thereunder which mature more than ten years after their
issuance are Outstanding, it will not create, incur, assume or suffer to exist
any mortgage, pledge, security interest or other encumbrance, as security for
indebtedness for borrowed money, upon any shares of Voting Stock of Citibank
owned by Citicorp, without effectively providing that the Senior Notes issued
under such Indenture which mature more than ten years after their issuance shall
be secured equally and ratably with, or prior to, such indebtedness; provided,
however, that Citicorp shall be permitted to create, incur, assume or suffer to
exist any such mortgage, pledge, security interest or other encumbrance without
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 ss.1005). The foregoing covenant also
applies to the Original Subordinated Notes but is not a provision of the
Subordinated Indenture and does not apply to any series of Subordinated Notes.
Defaults; Events of Default
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be "Events of Default" under the Senior Indenture with respect to
any series of Senior Notes: (a) failure to pay principal of or any premium on
any Senior Note of that series at maturity; (b) failure to pay any interest on
any Senior Note of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Senior Note of
that series; (d) failure to perform any other covenant of Citicorp in the Senior
Indenture (other than a covenant included in the Senior Indenture solely for the
benefit of series of Senior Notes other than that series) continued for 60 days
after written notice of such default; (e) certain events of bankruptcy,
insolvency or reorganization of Citicorp or Citibank; and (f) any other Event of
Default provided with respect to Senior Notes of that series. (Senior Indenture
ss.501).
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be "Defaults" under the Subordinated Indenture with respect to
any series of Subordinated Notes: (a) failure to pay principal of or any premium
on any of the Subordinated Notes of that series at maturity; (b) failure to pay
any interest on any Subordinated Note of that series when due, continued for 30
days; (c) failure to perform any other covenant of Citicorp in the Subordinated
Indenture (other than a covenant included in the Subordinated Indenture solely
for the benefit of series of Subordinated Notes other than that series)
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continued for 60 days after written notice of such default; (d) any Event of
Default; and (e) any other Default provided with respect to Subordinated Notes
of that series. (Subordinated Indenture ss.503). Unless otherwise provided in
the applicable Prospectus Supplement, the following will be the Events of
Default under the Subordinated Indenture with respect to any series of
Subordinated Notes: (x) certain events of bankruptcy, insolvency or
reorganization of Citicorp; and (y) any other Event of Default provided with
respect to Subordinated Notes of that series. (Subordinated Indenture ss.501).
Unless an Event of Default has occurred and shall be continuing with respect to
a series of Subordinated Notes, neither the holders of such Subordinated Notes
nor the Subordinated Trustee may declare the acceleration of the payment of
principal or premium, if any, of such Subordinated Notes under the Subordinated
Indenture.
Subject to the provisions of the applicable Indenture relating to the
duties of the related Trustee, in case an Event of Default with respect to
either the Senior Notes or the Subordinated Notes shall occur, or in case a
Default with respect to the Subordinated Notes shall occur and be continuing,
such Trustee will be under no obligation to exercise any of its rights or powers
under such Indenture at the request or direction of any of the holders of Notes
of any series or any related coupons unless such holders shall have offered to
such Trustee reasonable indemnity. (Indentures ss.ss.601, 603). The holders of a
majority in aggregate principal amount of the Outstanding Notes of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the 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 ss.512).
If an Event of Default with respect to Notes of any series at the time
Outstanding shall occur and be continuing, either the related Trustee or the
holders of at least 25% in aggregate principal amount of the Outstanding Notes
of that series may declare the principal, or, if any such Notes are Original
Issue Discount Notes, such lesser amounts as may be described in 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 ss.502).
No holder of any Notes of any series or any related coupons will have any
right to institute any proceeding with respect to the applicable Indenture or
for any remedy thereunder, unless such holder shall have previously given to the
related Trustee written notice of a continuing Event of Default, with respect to
the Senior Notes or the Subordinated Notes of that series, or of a continuing
Default with respect to the Subordinated Notes of that series, the holders of at
least 25% in aggregate principal amount of the Outstanding Notes of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as Trustee, and the Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
Outstanding Notes of that series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days. (Indentures
ss.507). However, such limitations do not apply to a suit instituted by a holder
of an Outstanding Note of that series for enforcement of payment of the
principal of, or any premium or interest on, such Note on or after the
respective due dates expressed in such Note. (Indentures ss.508).
Citicorp is required to furnish annually to each Trustee a statement as to
its performance or fulfillment of covenants, agreements or conditions in the
applicable Indenture and as to the absence of defaults thereunder. (Indentures
ss.1004).
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Meetings, Modification and Waiver
Modifications and amendments of each Indenture may be made by Citicorp and
the related Trustee with the consent of the holders of not less than a majority
in aggregate principal amount of the Outstanding Notes of each series affected
by such modification or amendment; provided, however, that no such modification
or amendment may, without the consent of the holders of each Outstanding Note
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Note, (b) reduce the principal
amount of, or premium or interest on, any Note, (c) change any obligation of
Citicorp to pay additional amounts, (d) reduce the amount of principal of an
Original Issue Discount Note payable upon acceleration of the Maturity thereof,
(e) change the coin or currency in which any Note or any premium or interest
thereon is payable, (f) impair the right to institute suit for the enforcement
of any payment on or with respect to any Note, (g) reduce the percentage in
principal amount of Outstanding Notes of any series, the consent of whose
holders is required for modification or amendment of the applicable Indenture or
for waiver of compliance with certain provisions of such Indenture or for waiver
of certain defaults, (h) reduce the requirements contained in such Indenture for
quorum or voting, (i) change any obligation of Citicorp to maintain an office or
agency in the places and for the purposes required by such Indenture, or (j)
modify any of the above provisions. (Indentures ss.902). Under certain limited
circumstances, modifications and amendments of such Indenture may be made by
Citicorp and the related Trustee without the consent of any holders of
Outstanding Notes. (Indentures ss.901).
The holders of at least a majority in aggregate principal amount of the
Outstanding Notes of a series may, on behalf of the holders of all the Notes of
that series, waive, insofar as that series is concerned, compliance by Citicorp
with certain restrictive provisions of the applicable Indenture. (Indentures
ss.1007). The holders of not less than a majority in aggregate principal amount
of the Outstanding Notes of a series may, on behalf of all holders of Notes of
that series and any coupons appertaining thereto, waive any past default under
the applicable Indenture with respect to Notes of that series, except a default
(a) in the payment of principal of or any premium or interest on any Note of
such series or (b) in respect of a covenant or provision of the applicable
Indenture which cannot be modified or amended without the consent of the holders
of each Outstanding Note of such series affected. (Indentures ss.513).
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or are
present at a meeting of holders of Notes for quorum purposes, (i) the principal
amount of an Original Issue Discount Note that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon acceleration of the Maturity thereof, and
(ii) the principal amount of a Note denominated in a foreign currency or
currency unit shall be the U.S. dollar equivalent, determined on the date of
original issuance of such Note, of the principal amount of such Note or, in the
case of an Original Issue Discount Note, the U.S. dollar equivalent, determined
on the date of original issuance of such Note, of the amount determined as
provided in (i) above. (Indentures ss.101).
Each Indenture contains provisions for convening meetings of the holders of
Notes of a series if Notes of that series are issuable as Bearer Notes.
(Indentures ss.1301). A meeting may be called at any time by the Trustee, and
also, upon request, by Citicorp or the holders of at least 10% in aggregate
principal amount of the Outstanding Notes of such series, in any such case upon
notice given in accordance with "Notices" below. (Indentures ss.1302). Except
for any consent which must be given by the holder of each Outstanding Note
affected thereby, as described above, any resolution presented at a meeting or
adjourned meeting at which a quorum is present may be adopted by the affirmative
vote of the holders of a majority in aggregate principal amount of the
Outstanding Notes of that series; provided, however, that, except for any
consent which must be given by the holder of each Outstanding Note affected
thereby, as described
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above, any resolution with respect to any consent, waiver, request, demand,
notice, authorization, direction or other action which may be given by the
holders of not less than a specified percentage in aggregate principal amount of
Outstanding Notes of a series may be adopted at a meeting or an adjourned
meeting at which a quorum is present only by the affirmative vote of the holders
of not less than such specified percentage in aggregate principal amount of the
Outstanding Notes of that series. Any resolution passed or decision taken at any
meeting of holders of Notes of any series duly held in accordance with the
applicable Indenture will be binding on all holders of Notes of that series and
the related coupons. The quorum at any meeting called to adopt a resolution, and
at any adjourned meeting, will be Persons holding or representing a majority in
aggregate principal amount of the Outstanding Notes of a series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent, waiver, request, demand, notice, authorization, direction or other
action which may be given by the holders of not less than a specified percentage
in aggregate principal amount of the Outstanding Notes of a series, the Persons
holding or representing such specified percentage in aggregate principal amount
of the Outstanding Notes of such series will constitute a quorum. (Indentures
ss.1304).
Consolidation, Merger and Sale of Assets
Citicorp may, without the consent of the holders of any of the Outstanding
Notes of a series, consolidate with, merge into or transfer its assets
substantially as an entirety to any corporation organized under the laws of any
domestic or foreign jurisdiction, provided that (i) the successor corporation
assumes Citicorp's obligations on the Notes of each series and under the
applicable Indenture, (ii) after giving effect thereto, with respect to the
Senior Notes, no Event of Default and no event which, after notice or lapse of
time, or both, would become an Event of Default shall have occurred and be
continuing, (iii) after giving effect thereto, with respect to the Subordinated
Notes, no Default, and no event which, after notice or lapse of time, or both,
would become a Default, shall have happened and be continuing, and (iv) certain
other conditions are met. (Indentures ss.ss.801, 802).
Assumption of Obligations
If so specified in an applicable Prospectus Supplement for a series of
Notes issuable as Bearer Notes, Citicorp may elect at any time to assign to a
Subsidiary or an Affiliate of Citicorp, and cause such Subsidiary or Affiliate
to assume, the obligations of Citicorp for the due and punctual payment of the
principal of and any premium and interest on all the Notes of such series and
the performance of every covenant of the applicable Indenture, except as
described below, on the part of Citicorp to be performed or observed with
respect to the Notes of such series, provided that (i) Citicorp has the right to
redeem the Notes of such series in the event of certain changes involving United
States taxes or the imposition of certain reporting requirements as expressly
described in the applicable Prospectus Supplement and the circumstances and
conditions expressly described in such Prospectus Supplement giving rise to
Citicorp's right so to redeem the Notes of such series have occurred, are in
effect and have been satisfied, as the case may be, (ii) no payment of principal
of or any premium or interest on any of the Notes of such series is overdue,
(iii) Citicorp unconditionally guarantees the performance of the obligations of
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
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Subordinated Notes, and no event which, after notice or lapse of time, or both,
would become an Event of Default or Default, respectively, shall have occurred
and be continuing, and (vi) certain other conditions are met. (Indentures
ss.803). Notwithstanding any assignment and assumption with respect to the Notes
of a series as described in this paragraph, Citicorp will remain unconditionally
obligated to comply with such provisions of each Indenture as may be required to
comply with applicable law and, with respect to the Senior Notes and the
Original Subordinated Notes, Citicorp shall remain unconditionally obligated to
comply with the covenant described above under "Limitations on Liens on Stock of
Citibank." (Indentures ss.ss.803, 804).
Notices
Except as otherwise provided in the applicable Indenture, notices to
holders of Bearer Notes will be given by publication at least twice in a daily
newspaper of general circulation in The City of New York and in such other city
or cities as may be specified in such Notes. Notices to holders of Registered
Notes will be given by mail to the addresses of such holders as they appear in
the Security Register. (Indentures ss.ss.101, 106).
Title
Title to any Bearer Notes (including Bearer Notes in temporary global form
and in permanent global form) and any coupons appertaining thereto will pass by
delivery. Citicorp, the related Trustee and any agent of Citicorp or such
Trustee may treat the bearer of any Bearer Note and the bearer of any coupon and
the registered owner of any Registered Note as the absolute owner thereof
(whether or not such Note or coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Indentures ss.308).
Replacement of Notes and Coupons
Any mutilated Note or a Note with a mutilated coupon appertaining thereto
will be replaced by Citicorp at the expense of the holder upon surrender of such
Note to the related Trustee. Notes or coupons that become destroyed, lost or
stolen will be replaced by Citicorp at the expense of the holder upon delivery
to such Trustee of evidence of the destruction, loss or theft thereof
satisfactory to Citicorp and such Trustee; in the case of any coupon which
becomes destroyed, lost or stolen, such coupon will be replaced by issuance of a
new Note in exchange for the Note to which such coupon appertains. In the case
of a destroyed, lost or stolen Note or coupon, an indemnity satisfactory to such
Trustee and Citicorp may be required at the expense of the holder of such Note
or coupon before a replacement Note will be issued. (Indentures ss.306).
Defeasance and Covenant Defeasance
Unless otherwise specified in 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
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States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant defeasance
had not occurred. Such Opinion, in the case of defeasance under clause (i)
above, must refer to and be based upon a published ruling of the Internal
Revenue Service or changes in applicable United States federal income tax law
occurring after the date of the applicable Indenture. (Indentures Article
Fourteen).
Defeasance by Citicorp with respect to the Notes of a series is permitted
notwithstanding Citicorp's prior covenant defeasance with respect to such
series. Following a defeasance, payment of such Notes may not be accelerated
because of an Event of Default or a Default. (Indentures ss.1402). Following a
covenant defeasance, payment of Senior Notes or the Original Subordinated Notes
may not be accelerated by reference to the covenant noted under clause (ii)
above. (Senior Indenture ss.1403, Original Subordinated Indenture ss.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
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for the benefit of, and shall be paid over or delivered and transferred, to the
holders of the Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
such Senior Indebtedness in full (Subordinated Indenture ss.1501).
"Senior Indebtedness" means any obligation of Citicorp to its creditors,
whether 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
ss.101). Neither Indenture limits the issuance of additional Senior
Indebtedness.
Because Citicorp is a holding company, its rights and the rights of its
creditors, including the holders of the 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
ss.113).
Concerning the Trustees
United States Trust Company of New York, the Senior Trustee, has its
principal corporate trust office at 114 West 47th Street, New York, New York
10036 and is also trustee under 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
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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 of Section
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
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<PAGE>
persons described in (D) or (E) of this paragraph, the financial institution
holding the Euro-Note provides a certificate to Citicorp or the distributor
selling the Euro-Note stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code and the Treasury
Regulations thereunder.
FOREIGN CURRENCY RISKS
General
Notes may be denominated in such foreign currencies or currency units as
may be designated by Citicorp at the time of offering (the "Foreign Currency
Securities").
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY
SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
The information set forth below is directed to prospective purchasers of
Foreign Currency Securities who are United States residents, and Citicorp
disclaims any responsibility to advise prospective purchasers who are residents
of countries other than the United States with respect to any matters that may
affect the purchase or holding of a Foreign Currency Security or the receipt of
payments of principal of and any premium and interest on a Foreign Currency
Security. 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 any of three means of distribution:
(1) through agents, (2) through underwriters or dealers or (3) directly to one
or more purchasers. Such underwriters, dealers or agents may be affiliates of
Citicorp, 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 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
19
<PAGE>
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.
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
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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."
21
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Alternate Pages for
Convertible Debt/Warrants
Prospectus
PROSPECTUS
- ----------
CITICORP
Senior Notes
Subordinated Notes
Warrants
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"), 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 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 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 July 21, 1995
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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 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 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 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.
2
<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.
3
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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") and warrants 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 July 21, 1995
1
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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.
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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.
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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.
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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:
Year ended December 31,
Three months ------------------------------
ended
March 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
Income to Fixed Charges Including
Preferred Stock Dividends:
Excluding Interest on Deposits .... 2.00 1.63 1.35 1.16 .92 1.05
Including Interest on Deposits .... 1.35 1.26 1.14 1.06 .97 1.02
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
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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. Unless
stated otherwise in the applicable Prospectus Supplement, holders of Preferred
Stock will have no right to subscribe for any other securities that may be
issued by Citicorp.
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.
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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
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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.
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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
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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).
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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
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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 number of shares 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 that 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.
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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, 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 a 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
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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 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.
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.
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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 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".
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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
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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
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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)
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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)
(a) Certificate of Designations, Series 18 Preferred Stock. (17)
(b) Certificate of Designations, Series 19 Preferred Stock. (17)
(c) Certificate of Designations, Series 20 Preferred Stock. (17)
(d) Certificate of Designations, Series 21 Preferred Stock. (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)).
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24 -- Powers of Attorney of Messrs. Reed, Calloway, Chandler, Chia,
Collins, Derr, Haynes, Rhodes, Ruding, Shapiro, Shrontz, 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.
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(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.
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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.
II-5
<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 amendment to the
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 July 19, 1995.
CITICORP
By /s/ Michael T. Nugent
----------------------
Michael T. Nugent
Vice President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below on July 19, 1995 by the
following persons in the capacities indicated.
Signature Capacity
----------------- ----------------
* Chairman and Director
John S. Reed (Principal Executive Officer)
* Vice Chairman and Director
Paul J. Collins (Principal Financial Officer)
/s/ Thomas E. Jones Executive Vice President
Thomas E. Jones (Principal Financial Officer)(a)
*
D. Wayne Calloway Director
*
Colby H. Chandler Director
*
Pei-yuan Chia Director
*
Kenneth T. Derr Director
- ----------
(a) Primary responsibility for financial control, tax, accounting and reporting.
II-6
<PAGE>
Signature Capacity
--------- --------
* 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
Roger B. Smith
* Director
Christopher J. Steffen
* Director
Franklin A. Thomas
* Director
Edgar S. Woolard, Jr.
*By /s/ Michael T. Nugent
----------------------
Michael T. Nugent
Attorney-in-Fact
II-7
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